File No. 2-52718
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. 47 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
Amendment No. 47 [X]
(Check appropriate box or boxes.)
DREYFUS MONEY MARKET INSTRUMENTS, INC.
(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
Daniel C. Maclean III, 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)(i)
----
on May 1, 1995 pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) 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.
----
Registrant has registered an indefinite number of shares of
its common stock under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940.
Registrant's Rule 24f-2 Notice for the fiscal year ended December
31, 1994 was filed on February 24, 1995.
<PAGE>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 4
4 General Description of Registrant 5
5 Management of the Fund 10
5(a) Management's Discussion of Fund's
Performance *
6 Capital Stock and Other Securities 21
7 Purchase of Securities Being Offered 11
8 Redemption or Repurchase 17
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-20
13 Investment Objectives and Policies B-2
14 Management of the Fund B-5
15 Control Persons and Principal B-5
Holders of Securities
16 Investment Advisory and Other B-9
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS MONEY MARKET INSTRUMENTS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-18
18 Capital Stock and Other Securities B-20
19 Purchase, Redemption and Pricing B-11,
B-13,
B-19
of Securities Being Offered
20 Tax Status *
21 Underwriters B-18
22 Calculations of Performance Data B-20
23 Financial Statements B-24
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-13
31 Management Services C-13
32 Undertakings C-13
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
<PAGE>
PROSPECTUS
Dreyfus Money Market Instruments, Inc.
May 1, 1995
Dreyfus Money Market Instruments, Inc. (the "Fund") is an
open-end, diversified,
management investment company, known as a money market mutual
fund. Its goal is to provide you with as high a level of current
income as is consistent with the preservation of capital and the
maintenance of liquidity.
The Fund permits you to invest in two
separate portfolios, the Money Market Series and the Government
Securities Series. The Money Market Series invests in short-term
money market instruments consisting of securities issued or
guaranteed by the U.S. Government or its agencies or
instrumentalities, bank obligations, repurchase agreements and
high grade commercial paper. The Government Securities Series
invests only in short-term securities issued or guaranteed as to
principal and interest by the U.S. Government.
You can invest, reinvest or redeem shares at any time
without charge or penalty.
The Fund provides free redemption checks, which you can use in
amounts of $500 or more for cash or to pay bills. You continue
to earn income on the amount of the check until it clears. You
can purchase or redeem shares by telephone using Dreyfus
TeleTransfer.
The Dreyfus Corporation professionally manages the
Fund's portfolios.
This Prospectus sets forth concisely
information about the Fund that you should know before
investing. It should be read and retained for future
reference.
The Statement of Additional Information, dated May 1,
1995, which may be revised from time to time, provides a further
discussion of certain areas in this Prospectus and other matters
which may be of interest to some investors. It has been filed
with the Securities and Exchange Commission and is incorporated
herein by reference. For a free copy, write to the Fund at 144
Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call
1-800-645-6561. When telephoning, ask for Operator 666.
An investment in the Fund is neither insured nor guaranteed
by the U.S. Government. There can be no assurance that each
Series will be able to maintain a stable net asset value of $1.00
per share.
Mutual fund shares are not deposits or obligations of, or
guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board, or any other agency.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses 3
Condensed Financial Information 4
Yield Information 5
Description of the Fund 5
Management of the Fund 10
How to Buy Fund Shares 11
Shareholder Services 13
How to Redeem Fund Shares 17
Shareholder Services Plan 19
Dividends, Distributions and Taxes 20
General Information 21
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
Money Government
Market Securities
Series Series
Management Fees .50% .50%
Other Expenses .38% .38%
Total Fund Operating Expenses .88% .88%
Example:
You would pay the following
expenses on a $1,000 investment, assuming
(1) 5% annual return and
(2) redemption at the end of each time period:
1 Year $ 9 $ 9
3 Years $ 28 $ 28
5 Years $ 49 $ 49
10 Years $108 $108
The amounts listed in the example should not be considered as
representative of past or future expenses and actual expenses
may be greater or less than those indicated. Moreover, while the
example assumes a 5% annual return, each series actual
performance will vary and may result in an actual return greater
or less than 5%.
The purpose of the foregoing table is to assist
you in understanding the various costs and expenses borne by
each series, and therefore indirectly by investors, the payment
of which will reduce investors return on an annual basis. You
can purchase shares of either series without charge directly
from the Fund's distributor; you may be charged a nominal fee if
you effect transactions in shares of either series through a
securities dealer, bank or other financial institution. See
"Management of the Fund" and "Shareholder Services Plan."
Condensed Financial Information
The information in the following table has been audited by Ernst
& Young LLP, the Fund's independent auditors, whose report
thereon appears in the Statement of Additional Information.
Further financial data and related notes are included in the
Statement of Additional Information, available upon request.
Financial Highlights
Contained below is per share operating performance data for a
share of Common Stock outstanding, total investment return,
ratios to average net assets and other supplemental data for each
year indicated. This information has been derived from the
Fund's financial statements.
<TABLE>
<CAPTION>
Money Market Series
Year Ended December 31,
PER SHARE DATA; 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value
beginning of year $.9997 $ .9998 $ .9997 $ .9992 $ .9991 $ .9993 $ .9992 $ .9992 $ .9993 $ .9997
Investment Operations
Investment income-net .0784 .0630 .0607 . 0690 .0864 .0761 .0580 .0346 .0261 .0337
Net realized gain
(loss) on investments .0001 (.0001) (.0005) (.0001) .0002 (.0001) - .0001 .0004 (.0001)
Total from Investment
Operations .0785 .0629 .0602 .0689 .0866 .0760 .0580 .0347 .0265 .0336
Distributions
Dividends from investment
income-net (.0784) (.0630) (.0607) (.0690) (.0864) (.0761) (.0580) (.0346) (.0261) (.0337)
Dividends from net realized
gain on investments - - - - - - - - - -
Total Distributions (.0784) (.0630) (.0607) (.0690) (.0864) (.0761) (.0580) (.0346) (.0261) (.0337)
Net asset value, end of year $ .9998 $ .9997 $ .9992 $ .9991 $ .99932 $ .9992 $ .9992 $ .9993 $ .9997 $ .9996
TOTAL INVESTMENT RETURN 8.13% 6.49% 6.24% 7.12% 9.00% 7.88% 5.95% 3.51% 2.64% 3.42%
Ratio of expenses to average
net assets .64% .64% .67% .71% .74% .74% .72% .75% .83% .88%
Ratio of net investment income
to average net assets 7.90% 6.31% 6.07% 6.86% 8.65% 7.62% 5.83% 3.48% 2.62% 3.35%
Net Assets, end of year
(000's omitted) $661,243 $582,426 $503,167 $381,379 $357,660 $334,432 $282,356 $242,326 $207,537 $170,548
</TABLE>
<TABLE>
<CAPTION>
Government Securities Series
Year Ended December 31,
PER SHARE DATA; 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value
beginning of year $.9997 $ .9998 $ .9999 $ .9997 $ .9998 $ .9999 $1.0000 $1.0000 $1.0000 $1.0000
Investment Operations
Investment income-net .0796 .0627 .0572 . 0659 .0836 .0735 .0551 .0339 .0246 .0326
Net realized gain
(loss) on investments .0001 (.0001) (.0002) .0001 .0003 .0001 - - - -
Total from Investment
Operations .0797 .0628 .0570 .0660 .0839 .0736 .0551 .0339 .0246 .0326
Distributions
Dividends from investment
income-net (.0796) (.0627) (.0572) (.0659) (.0836) (.0735) (.05551) (.0339) (.0246) (.0326)
Dividends from net realized
gain on investments - - - - (.0002) - - - - -
Total Distributions (.0796) (.0627) (.0572) (.0659) (.0838) (.0735) (.0551) (.0339) (.0226) (.0326)
Net asset value, end of year $ .9998 $ .9999 $ .9997 $ .9998 $ .9999 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
TOTAL INVESTMENT RETURN 8.26% 6.46% 5.87% 6.80% 8.71% 7.61% 5.65% 3.45% 2.45% 3.31%
Ratio of expenses to average
net assets .64% .64% .65% .72% .70% .70% .69% .72% .80% .88%
Ratio of net investment income
to average net assets 7.93% 6.28% 5.71% 6.56% 8.35% 7.35% 5.51% 3.39% 2.46% 3.24%
Net Assets, end of year
(000's omitted) $1,021,986 $966,290 $791,651 $658,201 $651,700 $724,202 $706,544 $657,561 $520,708 $465,956
</TABLE>
Yield Information
From time to time, each series advertises its yield
and effective yield. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It
can be expected that these yields will fluctuate substantially.
The yield of a series refers to the income generated by an
investment in the series over a seven-day period (which period
will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the
investment during that week is assumed to be generated each week
over a 52-week period and is shown as a percentage of the
investment. The effective yield is calculated similarly, but,
when annualized, the income earned by an investment in the
series is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect
of this assumed reinvestment. Each series's yield and effective
yield may reflect absorbed expenses pursuant to any undertakings
that may be in effect. See "Management of the Fund."
Yield information is useful in reviewing the Fund's
performance, but
because yields will fluctuate, under certain conditions such
information may not provide a basis for comparison with domestic
bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may
use a different method of computing yield.
Comparative performance information may be used from time to
time in
advertising or marketing the Fund's shares, including data from
Lipper Analytical Services, Inc., IBC/Donoghue's Money Fund
Report, Bank Rate Monitor trademark, N. Palm Beach, Fla. 33408,
Morningstar, Inc. and other industry publications.
Description of the Fund
General
The Fund is a "series fund," which is a
mutual fund divided into separate portfolios. Each portfolio is
treated as a separate entity for certain matters under the
Investment Company Act of 1940 and for other purposes, and a
shareholder of one series is not deemed to be a shareholder of
any other series. As described below, for certain matters Fund
shareholders vote together as a group; as to others they vote
separately by series.
Investment Objective
The Fund seeks to provide you with as high a level of
current income as is
consistent with the preservation of capital and the maintenance
of liquidity. Each of the Fund's series pursues this goal in the
manner described below. Each series' investment objective cannot
be changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of such series'
outstanding voting shares. There can be no assurance that the
series' investment objective will be achieved. Securities in
which the series invest may not earn as high a level of current
income as long-term or lower quality securities which generally
have less liquidity, greater market risk and more fluctuation in
market value.
Management Policies
Each series seeks to maintain a
net asset value of $1.00 per share for purchases and
redemptions. To do so, the Fund uses the amortized cost method
of valuing each series' securities pursuant to Rule 2a-7 under
the Investment Company Act of 1940, certain requirements of
which are summarized below.
In accordance with Rule 2a-7, each
series will maintain a dollar-weighted average portfolio
maturity of 90 days or less, purchase only instruments having
remaining maturities of 13 months or less and invest only in
U.S. dollar denominated securities determined in accordance with
procedures established by the Board of Directors to present
minimal credit risks and, with respect to the Money Market
Series, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating
organization if the instrument was rated by only one such
organization), or, if unrated, are of comparable quality as
determined in accordance with procedures established by the
Board of Directors. The nationally recognized statistical rating
organizations currently rating instruments of the type the Money
Market Series may purchase are Moody's Investors Service, Inc.,
Standard & Poor's Corporation, Duff & Phelps Credit Rating Co.,
Fitch Investors Service, Inc., IBCA Limited and IBCA Inc. and
Thomson BankWatch, Inc., and their rating criteria are described
in the Appendix to the Fund's Statement of Additional
Information. For further information regarding the amortized
cost method of valuing securities, see "Determination of Net
Asset Value" in the Fund's Statement of Additional Information.
There can be no assurance that the series will be able to
maintain a stable net asset value of $1.00 per share.
The Money Market Series
The Money Market Series invests in short-term
money market obligations, including securities issued or
guaranteed by the U.S. Government or its agencies or
instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by
domestic banks, foreign branches of domestic banks, foreign
subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, repurchase agreements, and high grade
domestic and foreign commercial paper and other short-term
corporate obligations, including those with floating or variable
rates of interest. The Money Market Series may invest in U.S.
dollar denominated obligations issued or guaranteed by one or
more foreign governments or any of their political subdivisions,
agencies or instrumentalities, including obligations of
supranational entities. Generally, at least 25% of the value of
the Money Market Series' total assets will be invested in bank
obligations. See "Risk Factors Relating to the Money Market
Series" below.
The Money Market Series will not invest more than
5% of its total assets in the securities (including the
securities collateralizing a repurchase agreement) of, or
subject to puts issued by, a single issuer, except that (i) the
series may invest more than 5% of its total assets in a single
issuer for a period of up to three business days in certain
limited circumstances, (ii) the series may invest in obligations
issued or guaranteed by the U.S. Government without any such
limitation, and (iii) the limitation with respect to puts does
not apply to unconditional puts if no more than 10% of the
series' total assets is invested in securities issued or
guaranteed by the issuer of the unconditional put. Investments
in rated securities not rated in the highest category by at
least two rating organizations (or one rating organization if
the instrument was rated by only one such organization), and
unrated securities not determined by the Board of Directors to
be comparable to those rated in the highest category, will be
limited to 5% of the Money Market Series' total assets, with the
investment in any one such issuer being limited to no more than
the greater of 1% of the series' total assets or $1,000,000. As
to each security, these percentages are measured at the time the
Money Market Series purchases the security.
The Government Securities Series
The Government Securities Series invests
only in short-term securities issued or guaranteed as to
principal and interest by the U.S. Government (whether or not
subject to repurchase agreements).
Portfolio Securities
Securities issued or guaranteed by the U.S. Government or
its
agencies or instrumentalities include U.S. Treasury securities,
which differ in their interest rates, maturities and times of
issuance. The Money Market Series and the Government Securities
Series may invest in Treasury Bills, Treasury Notes and Treasury
Bonds. Treasury Bills have initial maturities of one year or
less; Treasury Notes have initial maturities of one to ten
years; and Treasury Bonds generally have initial maturities of
greater than ten years. In addition, the Money Market Series may
invest in obligations issued or guaranteed by U.S. Government
agencies and instrumentalities. Some obligations issued or
guaranteed by U.S. Government agencies and instrumentalities,
for example, Government National Mortgage Association
pass-through certificates, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the
Federal Home Loan Banks, by the right of the issuer to borrow
from the Treasury; others, such as those issued by the Federal
National Mortgage Association, by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on
generally recognized reference rates or the relationship of
rates. While the U.S. Government 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. The Money Market Series will invest in such
securities only when it is satisfied that the credit risk with
respect to the issuer is minimal.
The Money Market Series 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 Dreyfus
Corporation to be of comparable quality to the other obligations
in which the Money Market Series may invest. Such securities
also include debt obligations of supranational entities.
Supranational entities include international 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. The
percentage of the Money Market Series' assets invested in
securities issued by foreign governments will vary depending on
the relative yields of such securities, the economic and
financial markets of the countries in which the investments are
made and the interest rate climate of such countries.
The Money Market Series may purchase certificates of
deposit, time
deposits, bankers' acceptances and other short-term obligations
issued by domestic banks, foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks. See "Risk Factors Relating to the
Money Market Series" below. Certificates of deposit are
negotiable certificates evidencing the obligation of a bank to
repay funds deposited with it for a specified period of time.
Time deposits are non-negotiable deposits maintained in a
banking institution for a specified period of time (in no event
longer than seven days) at a stated interest rate. Time deposits
which may be held by the Money Market Series will not benefit
from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit
Insurance Corporation. 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 of 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.
Repurchase agreements involve the acquisition by a series of
an underlying debt
instrument, subject to an obligation of the seller to
repurchase, and such series to resell, the instrument at a fixed
price usually not more than one week after its purchase. Certain
costs may be incurred by the series in connection with the sale
of the securities if the seller does not repurchase them in
accordance with the repurchase agreement. In addition, if
bankruptcy proceedings are commenced with respect to the seller
of the securities, realization on the securities by the series
may be delayed or limited.
Each series may invest up to 10% of
the value of its net assets in securities as to which a liquid
trading market does not exist, provided such investments are
consistent with the Fund's investment objective. Such securities
may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual
restrictions on resale and repurchase agreements providing for
settlement in more than seven days after notice. As to these
securities, the series is subject to a risk that should the Fund
desire to sell them when a ready buyer is not available at a
price the series deems representative of their value, the value
of the series' net assets could be adversely affected.
Commercial paper consists of short-term, unsecured
promissory notes issued
to finance short-term credit needs. The commercial paper
purchased by the Money Market Series will consist only of direct
obligations issued by domestic and foreign entities. The other
corporate obligations in which the Money Market Series may
invest consist of high quality, U.S. dollar denominated
short-term notes (including variable amount master demand notes)
issued by domestic and foreign corporations, including banks.
The Money Market Series also may purchase floating and
variable rate
demand notes, 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 Money Market
Series to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Money
Market Series, as lender, and the borrower. These notes permit
daily changes in the amounts borrowed. As mutually agreed
between the parties, the Fund may increase or decrease the
amount under the notes, and the borrower may repay without
penalty the outstanding principal amount of the obligations plus
accrued interest. 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 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
Money Market Series' right to redeem is dependent on the ability
of the borrower to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies
and the Money Market Series may invest in obligations which are
not so rated only if The Dreyfus Corporation determines that at
the time of investment the obligations are of comparable quality
to the other obligations in which the Money Market Series may
invest. The Dreyfus Corporation, on behalf of the Money Market
Series, will consider on an ongoing basis the creditworthiness
of the issuers of the floating and variable rate demand
obligations in the Money Market Series' portfolio.
Certain Fundamental Policies
Each series of the Fund may: (i) borrow
money from banks, but only for temporary or emergency (not
leveraging) purposes, in an amount up to 15% of the value of the
series' total assets (including the amount borrowed) based on
the lesser of cost or market, less liabilities (not including
the amount borrowed) at the time the borrowing is made; While
borrowings exceed 5% of the series' total assets, such series
will not make any additional investments; and (ii) pledge,
hypothecate, mortgage or otherwise encumber its assets in an
amount up to 15% of the value of its total assets, but only to
secure borrowings for temporary or emergency purposes. In
addition, the Money Market Series: (i) may invest up to 5% of
its total assets in the commercial paper of any one issuer; (ii)
as to 25% of its total assets, may invest up to 15% in the
obligations of any one bank and, as to the remainder, may invest
not more than 5% of such assets in the obligations of any one
bank (in each case, subject to the provisions of Rule 2a-7);
(iii) will invest at least 25% of its total assets in
obligations issued by banks, provided that if at some future
date available yields on bank securities are significantly lower
than yields on other securities in which the Money Market Series
may invest, the Money Market Series may invest less than 25% of
its total assets in bank obligations; and (iv) may invest up to
25% of its total assets in the securities of issuers in a single
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. This paragraph
describes fundamental policies that cannot be changed, as to
either series, without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of the
outstanding voting shares of such series. See "Investment
Objective and Management Policies - Investment Restrictions" in
the Fund's Statement of Additional Information.
Certain Additional Non-Fundamental Policy
Each series may invest up to
10% of the value of its net assets in repurchase agreements
providing for settlement in more than seven days after notice
and in securities that are illiquid. See 'Investment Objective
and Management Policies - Investment Restrictions" in the
Fund's Statement of Additional Information.
Risk Factors Relating to the Money Market Series
Since the Money Market Series'
portfolio may contain securities issued by foreign governments,
or any of their political subdivisions, agencies or
instrumentalities, and by foreign branches of domestic banks,
foreign subsidiaries of domestic banks, domestic and foreign
branches of foreign banks, and commercial paper issued by
foreign issuers, the Money Market Series 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 in 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, the
possible imposition of foreign withholding taxes on interest
income payable on the securities, the possible establishment of
exchange controls or the adoption of other foreign governmental
restrictions which might adversely affect the payment of
principal and interest on these securities and the possible
seizure or nationalization of foreign deposits.
To the extent the
Money Market Series' investments are concentrated in the banking
industry, the series 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 Money Market Series' 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 the
concentration of loan portfolios in leveraged transactions and
in particular businesses, and competition within the banking
industry as well as with other types of financial institutions.
The Money Market Series, however, will seek to minimize its
exposure to such risks by investing only in debt securities
which are determined to be of high quality.
Other Investment Considerations
Each series 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 series since it usually does not
pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the
series 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.
From time to time, the Government Securities Series may
lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete
certain transactions. Such loans may not exceed 20% of the value
of the Government Securities Series' total assets. In connection
with such loans, the Government Securities Series will receive
collateral consisting of cash or U.S. Treasury securities. Such
collateral will be maintained at all times in an amount equal to
at least 100% of the current market value of the loaned
securities. The Government Securities Series can increase its
income through the investment of such collateral. The Government
Securities Series continues to be entitled to payments in
amounts equal to the interest or other distributions payable on
the loaned securities and receives interest on the amount of the
loan. Such loans will be terminable at any time upon specified
notice. The Government Securities Series might experience risk
of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the
Fund.
Investment decisions for the Fund are made independently
from those of other investment companies advised by The Dreyfus
Corporation. However, if such other investment companies are
prepared to invest in, or desire to dispose of, money market
instruments at the same time as the Fund, available investments
or opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the size of the
position obtained for or disposed of by the Fund.
Management of the Fund
The Dreyfus Corporation, located at 200 Park Avenue, New
York, New York 10166, was formed in 1947 and serves as the
Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a
wholly-owned subsidiary of Mellon Bank Corporation ("Mellon").
As of January 31, 1995, The Dreyfus Corporation managed or
administered approximately $70 billion in assets for
approximately 1.9 million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the
overall
management of the Fund's affairs under a Management Agreement
with the Fund, subject to the overall authority of the Fund's
Board of Directors in accordance with Maryland law.
Mellon is a publicly owned multibank holding company
incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank
Holding Company Act of 1956, as amended. Mellon provides a
comprehensive range of financial products and services in
domestic and selected international markets. Mellon is among the
twenty-five largest bank holding companies in the United States
based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National
Association, Mellon Bank (MD), The Boston Company, Inc., AFCO
Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries,
including The Dreyfus Corporation, Mellon managed approximately
$201 billion in assets as of September 30, 1994, including $76
billion in mutual fund assets. As of September 30, 1994, Mellon,
through various subsidiaries, provided non-investment services,
such as custodial or administration services, for approximately
$659 billion in assets, including $108 billion in mutual fund
assets.
For the year ended December 31, 1994, the Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate
of .50 of 1% of the value of each series' average daily net
assets. From time to time, The Dreyfus Corporation may waive
receipt of its fees and/or voluntarily assume certain expenses
of either series of the Fund, which would have the effect of
lowering the overall expense ratio of that series and increasing
yield to investors in the series at the time such amounts are
waived or assumed, as the case may be. The Fund will not pay The
Dreyfus Corporation at a later time for any amounts it may
waive, nor will the Fund reimburse The Dreyfus Corporation for
any amounts it may assume.
The Dreyfus Corporation may pay the
Fund's distributor for shareholder services from The Dreyfus
Corporation's own assets, including past profits but not
including the management fee paid by the Fund. The Fund's
distributor may use part or all of such payments to pay
securities dealers or others in respect of these services.
The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston,
Massachusetts 02109. The Distributor is a wholly-owned
subsidiary of Institutional Administration Services, Inc., a
provider of mutual fund administration services, the parent
company of which is Boston Institutional Group, Inc.
The Shareholder Services Group, Inc., a subsidiary of First
Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671,
is the Fund's Transfer and Dividend Disbursing Agent (the
"Transfer Agent"). The Bank of New York, 110 Washington Street,
New York, New York 10286, is the Fund's Custodian. First
Interstate Bank of California, 707 Wilshire Boulevard, Los
Angeles, California 90017, is the Fund's Sub-custodian.
How to Buy Fund Shares
Shares of each series of the Fund are sold
without a sales charge. You may be charged a nominal fee if you
effect transactions in shares of either series through a
securities dealer, bank or other financial institution. Share
certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund reserves
the right to reject any purchase order.
The minimum initial investment in the Money Market Series is
$50,000, unless you are
a client of a securities dealer, bank or other financial
institution which has made an aggregate minimum initial purchase
for its customers of $50,000. The minimum initial investment in
the Government Securities Series is $2,500, or $1,000 if you are
a client of a securities dealer, bank or other financial
institution which has made an aggregate minimum initial purchase
for its customers of $2,500. Subsequent investments in either
series must be at least $100. The initial investment must be
accompanied by the Fund's Account Application. For full-time or
part-time employees of The Dreyfus Corporation or any of its
affiliates or subsidiaries, directors of The Dreyfus
Corporation, Board members of a fund advised by The Dreyfus
Corporation, including members of the Fund's Board, or the
spouse or minor child of any of the foregoing, the minimum
initial investment in the Fund's Government Securities Series is
$1,000. For full-time or part-time employees of The Dreyfus
Corporation or any of its affiliates or subsidiaries who elect
to have a portion of their pay directly deposited into their
Fund account, the minimum initial investment in the Fund's
Government Securities Series is $50. The Fund reserves the right
to offer shares of the Government Securities Series without
regard to minimum purchase requirements to employees
participating in certain qualified or non-qualified employee
benefit plans or other programs where contributions or account
information can be transmitted in a manner and form acceptable
to the Fund. The Fund reserves the right to vary further the
initial and subsequent investment minimum requirements at any
time.
You may purchase Fund shares by check or wire, or through
the Dreyfus TeleTransfer Privilege described below. Checks
should be made payable to "The Dreyfus Family of Funds" or, if
for Dreyfus retirement plan accounts, to "The Dreyfus Trust
Company, Custodian." Payments to open new accounts which are
mailed should be sent to The Dreyfus Family of Funds, P.O. Box
9387, Providence, Rhode Island 02940-9387, together with your
Account Application indicating the name of the series being
purchased. For subsequent investments, your Fund account number
should appear on the check and an investment slip should be
enclosed and sent to The Dreyfus Family of Funds, P.O. Box 105,
Newark, New Jersey 07101-0105. For Dreyfus retirement plan
accounts, both initial and subsequent investments should be sent
to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Neither initial nor
subsequent investments should be made by third party check.
Purchase orders may be delivered in person only to a Dreyfus
Financial Center. THESE ORDERS WILL BE FORWARDED TO THE FUND AND
WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of
the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information."
Wire payments may be made either to The Bank of New York or
to First
Interstate Bank of California if your bank account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire for the
Money Market Series to The Bank of New York, DDA
#8900051841/Dreyfus Money Market Instruments/Money Market
Series, or for the Government Securities Series to The Bank of
New York, DDA #8900051728/Dreyfus Money Market
Instruments/Government Securities Series, for purchase of Fund
shares in your name. The wire must include your Fund account
number (for new accounts, your Taxpayer Identification Number
("TIN") should be included instead), account registration and
dealer number, if applicable. If your initial purchase of Fund
shares is by wire, please call 1-800-645-6561 after completing
your wire payment to obtain your Fund account number. Please
include your Fund account number on the Fund's Account
Application and promptly mail the Account Application to the
Fund, as no redemption will be permitted until the Account
Application is received. You may obtain further information
about remitting funds in this manner from your bank. All
payments should be made in U.S. dollars and, to avoid fees and
delays, should be drawn only on U.S. banks. A charge will be
imposed if any check used for investment in your account does
not clear. Information about transmitting payments by wire to
First Interstate Bank of California may be obtained by calling
1-800-242-8671. The Fund makes available to certain large
institutions the ability to issue purchase instructions through
compatible computer facilities.
Subsequent investments also may
be made by electronic transfer of funds from an account
maintained in a bank or other domestic financial institution
that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with
instructions to credit your Fund account. The instructions must
specify your Fund account registration and your Fund account
number preceded by the digits "1111."
The Distributor may pay
dealers a fee of up to .5% of the amount invested through such
dealers in series' shares by employees participating in
qualified or non-qualified employee benefit plans or other
programs where (i) the employers or affiliated employers
maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs,
or (ii) such plan's or program's aggregate investment in the
Dreyfus Family of Funds or certain other products made available
by the Distributor to such plans or programs exceeds one million
dollars. All present holdings of shares of funds in the Dreyfus
Family of Funds by such employee benefit plans or programs will
be aggregated to determine the fee payable with respect to each
such purchase of series shares. The Distributor reserves the
right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts
received from the Fund, including past profits or any other
source available to it.
Each series' shares are sold on a
continuous basis at the net asset value per share next
determined after an order and Federal Funds (monies of member
banks within the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Transfer
Agent or other agent or entity under the direction of such
agents in written or telegraphic form, or by First Interstate
Bank of California in telegraphic form. If you do not remit
Federal Funds, your payment must be converted into Federal
Funds. This usually occurs within one 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, your money will not be invested.
The net asset value per share of each series is determined
twice
each business day at 12:00 Noon, New York time/9:00 a.m.,
California time, and as of the close of trading on the floor of
the New York Stock Exchange (currently 4:00 p.m., New York time/
1:00 p.m., California time), on each day the New York Stock
Exchange or, with respect to the Money Market Series, the
Transfer Agent is open for business. Net asset value per share
is computed by dividing the value of the net assets of each
series (i.e., the value of its assets less liabilities) by the
total number of shares of such series outstanding. See
"Determination of Net Asset Value" in the Fund's Statement of
Additional Information.
If your payments are received in or
converted into Federal Funds by 12:00 Noon, New York time, by
the Transfer Agent, or received in Federal Funds by 12:00 Noon,
California time, by First Interstate Bank of California, you
will receive the dividend declared on that day. If your payments
are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Transfer Agent, or received in
Federal Funds after 12:00 Noon, California time, by First
Interstate Bank of California, your shares will begin to accrue
dividends on the following business day.
Qualified institutions
may telephone orders for purchase of either series' shares by
telephoning the Distributor or its designee toll free at
1-800-242-8671; in New York City, call 1-718-895-1396; on Long
Island, call 794-5452; in California, call 1-213-380-0010. A
telephone order placed with the Distributor or its designee in
New York will become effective at the price determined at 12:00
Noon, New York time, and the shares purchased will receive the
dividend on such series' shares declared on that day if such
order is placed by 12:00 Noon, New York time, and Federal Funds
are received by the Transfer Agent by 4:00 p.m., New York time.
A telephone order placed with the Distributor or its designee in
California will become effective at the price determined at 1:00
p.m., California time, and the shares purchased will receive the
dividend on such series' shares declared on that day if such
order is placed by 12:00 Noon, California time, and Federal
Funds are received by First Interstate Bank of California by
4:00 p.m., California time.
Federal regulations require that you
provide a certified TIN upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
Dreyfus TeleTransfer Privilege - You may purchase shares
of either series (minimum $500, maximum $150,000 per day) by
telephone if you have checked the appropriate box and supplied
the necessary information on the Fund"s Account Application or
have filed a Shareholder Services Form with the Transfer Agent.
The proceeds will be transferred between the bank account
designated in one of these documents and your Fund account. Only
a bank account maintained in a domestic financial institution
which is an Automated Clearing House member may be so
designated. The Fund may modify or terminate this Privilege at
any time or charge a service fee upon notice to shareholders. No
such fee currently is contemplated.
If you have selected the
Dreyfus TeleTransfer Privilege, you may request a Dreyfus
TeleTransfer purchase of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306.
Procedures for Multiple Accounts - Special
procedures have been designed for banks and other institutions
that wish to open multiple accounts. The institution may open a
single master account by filing one application with the
Transfer Agent, and may open individual sub-accounts at the same
time or at some later date. For further information, please
refer to the Statement of Additional Information.
Shareholder Services
Fund Exchanges - You may purchase, in exchange for
shares of a series, shares of the Fund's other series or shares
of certain other funds managed or administered by The Dreyfus
Corporation, to the extent such shares are offered for sale in
your state of residence. These funds have different investment
objectives which may be of interest to you. If you desire to use
this service, please call 1-800-645-6561 to determine if it is
available and whether any conditions are imposed on its use.
To request an exchange, you must give exchange instructions
to the
Transfer Agent in writing or by telephone. Before any exchange,
you must obtain and should review a copy of the current
prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling 1-800-645-6561. Except
in the case of Personal Retirement Plans, the shares being
exchanged must have a current value of at least $500;
furthermore, when establishing a new account by exchange, the
shares being exchanged must have a value of at least the minimum
initial investment required for the fund or series into which
the exchange is being made. The ability to issue exchange
instructions by telephone is given to all Fund shareholders
automatically, unless you check the applicable "No" box on the
Account Application, indicating that you specifically refuse
this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed
by all shareholders on the account, or by a separate signed
Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange
Privilege, you may telephone exchange instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. See "How to Redeem Fund Shares - Procedures."
Upon an exchange into a new account, the following shareholder
services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Check Redemption
Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege, Dreyfus TeleTransfer Privilege and the
dividend/capital gain distribution option (except for Dreyfus
Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined net asset
value; however, a
sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that
charges a sales load, you may qualify for share prices which do
not include the sales load or which reflect a reduced sales
load, if the shares of the fund from which you are exchanging
were: (a) purchased with a sales load, (b) acquired by a
previous exchange from shares purchased with a sales load, or
(c) acquired through reinvestment of dividends or distributions
paid with respect to the foregoing categories of shares. To
qualify, at the time of your exchange you must notify the
Transfer Agent. Any such qualification is subject to
confirmation of your holdings through a check of appropriate
records. See "Shareholder Services" in the Statement of
Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the
Fund reserves the right, upon not less than 60 days' written
notice, to charge shareholders a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. The
Fund reserves the right to reject any exchange request in whole
or in part. The availability of Fund Exchanges may be modified
or terminated at any time upon notice to shareholders.
The exchange of shares of one fund or series for shares of
another
fund or series is treated for Federal income tax purposes as a
sale of the shares given in exchange by the shareholder and,
therefore, an exchanging shareholder may realize a taxable gain
or loss.
Certain funds in the Dreyfus Family of Funds offer
multiple classes of shares to the public. If any investor in a
fund offering multiple classes of shares exchanges shares of
such fund subject to a contingent deferred sales charge ("CDSC")
for shares of the Fund, the Fund shares obtained in the exchange
will be held in a separate Exchange Account for the investor.
Shares held in an Exchange Account may be exchanged only for
shares of select funds in the Dreyfus Family of Funds. No CDSC
will be imposed on such shares at the time of exchange; however,
an investor exchanging such shares should review carefully the
current prospectus of the fund from which such shares were
exchanged and into which such shares are being exchanged to
determine the CDSC applicable on redemption. Exchange Account
shares are eligible for the Dreyfus Auto-Exchange Privilege,
Dreyfus Dividend Options and the Automatic Withdrawal Plan, and
redemption proceeds on such shares will be paid only by Federal
wire or by check. Please call 1-800-645-6561 for further
information.
Dreyfus Auto-Exchange Privilege
Dreyfus Auto-Exchange Privilege enables you to invest regularly
(on a
semi-monthly, monthly, quarterly or annual basis), in exchange
for shares of either series of the Fund, in shares of the Fund's
other series or other funds in the Dreyfus Family of Funds of
which you are currently an investor. The amount you designate,
which can be expressed either in terms of a specific dollar or
share amount ($100 minimum), will be exchanged automatically on
the first and/or fifteenth of the month according to the
schedule you have selected. Shares will be exchanged at the
then-current net asset value; however, a sales load may be
charged with respect to exchanges into funds sold with a sales
load. See "Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or cancelled by the Fund or the Transfer Agent. You may
modify or cancel your exercise of this Privilege at any time by
writing to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. The Fund may charge a
service fee for the use of this Privilege. No such fee currently
is contemplated. The exchange of shares of one fund or series
for shares of another fund or series is treated for Federal
income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning
this Privilege and the funds in the Dreyfus Family of Funds
eligible to participate in this Privilege, or to obtain a
Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-645-6561.
Dreyfus-Automatic Asset Builder
Dreyfus-Automatic Asset Builder permits you to purchase
shares
(minimum of $100 and maximum of $150,000 per transaction) at
regular intervals selected by you. Fund shares are purchased by
transferring funds from the bank account designated by you. At
your option, the bank account designated by you will be debited
in the specified amount, and the Fund shares will be purchased,
once a month, on either the first or fifteenth day, or twice a
month, on both days. Only an account maintained at a domestic
financial institution which is an Automated Clearing House
member may be so designated. To establish a Dreyfus-Automatic
Asset Builder account, you must file an authorization form with
the Transfer Agent. You may obtain the necessary authorization
form by calling 1-800-645-6561. You may cancel your
participation in this Privilege or change the amount of purchase
at any time by mailing written notification to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671, or, if for Dreyfus retirement plan accounts, to The
Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427, and the notification will be effective
three business days following receipt. The Fund may modify or
terminate this Privilege at any time or charge a service fee. No
such fee currently is contemplated.
Dreyfus Government Direct Deposit Privilege
Dreyfus Government Direct Deposit Privilege
enables you to purchase shares (minimum of $100 and maximum of
$50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from
the Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect.
To enroll in Dreyfus Government Direct Deposit, you must file
with the Transfer Agent a completed Direct Deposit Sign-Up Form
for each type of payment that you desire to include in the
Privilege. The appropriate form may be obtained by calling
1-800-645-6561. Death or legal incapacity will terminate your
participation in this Privilege. You may elect at any time to
terminate your participation by notifying in writing the
appropriate Federal agency. Further, the Fund may terminate your
participation upon 30 days' notice to you.
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in shares of another
fund in the Dreyfus Family of Funds of which you are an
investor. Shares of the other fund will be purchased at the
then-current net asset value; however, a sales load may be
charged with respect to investments in shares of a fund sold
with a sales load. If you are investing in a fund that charges a
sales load, you may qualify for share prices which do not
include the sales load or which reflect a reduced sales load.
See "Shareholder Services" in the Statement of Additional
Information. Dividend ACH permits you to transfer electronically
on the payment date dividends or dividends and capital gain
distributions, if any, from the Fund to a designated bank
account. Only such an account maintained at a financial
institution which is an Automated Clearing House member may be
so designated. Banks may charge a fee for this service.
For more information concerning these privileges and the
funds in
the Dreyfus Family of Funds eligible to participate in these
privileges, or to request a Dividend Options Form, please call
toll free 1-800-645-6561. You may cancel these privileges by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. To select a
new fund after cancellation, you must submit a new Dividend
Options Form. Enrollment in or cancellation of these privileges
is effective three business days following receipt. These
privileges are available only for existing accounts and may not
be used to open new accounts. Minimum subsequent investments do
not apply for Dreyfus Dividend Sweep. The Fund may modify or
terminate these privileges at any time or charge a service fee.
No such fee currently is contemplated. Shares of the Government
Securities Series held under Keogh Plans, IRAs or other
retirement plans are not eligible for these privileges.
Dreyfus Payroll Savings Plan
Dreyfus Payroll Savings Plan permits
you to purchase shares (minimum of $100 per transaction)
automatically on a regular basis. Depending upon your employer's
direct deposit program, you may have part or all of your
paycheck transferred to your existing Dreyfus account
electronically through the Automated Clearing House system at
each pay period. To establish a Dreyfus Payroll Savings Plan
account, you must file an authorization form with your
employer's payroll department. Your employer must complete the
reverse side of the form and return it to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. You
may obtain the necessary authorization form by calling
1-800-645-6561. You may change the amount of purchase or cancel
the authorization only by written notification to your employer.
It is the sole responsibility of your employer, not the
Distributor, The Dreyfus Corporation, the Fund, the Transfer
Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate
this Privilege at any time or charge a service fee. No such fee
currently is contemplated. Shares of the Government Securities
Series held under Keogh Plans, IRAs or other retirement plans
are not eligible for this Privilege.
Quarterly Distribution Plan
The Quarterly Distribution Plan permits you to receive
quarterly
payments from the Fund consisting of proceeds from the
redemption of shares purchased for your account through the
automatic reinvestment of dividends declared on your account
during the preceding calendar quarter.
You may open a Quarterly
Distribution Plan by submitting a request to the Transfer Agent.
The Quarterly Distribution Plan may be ended at any time by you,
the Fund or the Transfer Agent. Shares for which certificates
have been issued must be presented before redemption under the
Quarterly Distribution Plan.
Automatic Withdrawal Plan
The Automatic Withdrawal Plan permits you to request
withdrawal of a
specified dollar amount (minimum of $50) on either a monthly or
quarterly basis if you have a $5,000 minimum account. An
application for the Automatic Withdrawal Plan can be obtained by
calling 1-800-645-6561. There is a service charge of 50 cents for
each withdrawal check. The Automatic Withdrawal Plan may be
ended at any time by you, the Fund or the Transfer Agent. Shares
for which certificates have been issued may not be redeemed
through the Automatic Withdrawal Plan.
Retirement Plans
The Government Securities Series offers a variety of pension
and
profit-sharing plans, including Keogh Plans, IRAs, SEP-IRAs and
IRA "Rollover Accounts," 401(k) Salary Reduction Plans and
403(b)(7) Plans. Plan support services also are available. You
can obtain details on the various plans by calling the following
numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call
1-800-645-6561; for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
How to Redeem Fund Shares
General
You may request redemption of your shares at any
time. Redemption requests should be transmitted to the Transfer
Agent as described below. When a request is received in proper
form, the Fund will redeem the shares at the next determined net
asset value.
The Fund imposes no charges when shares are
redeemed. Securities dealers, banks or other financial
institutions may charge a nominal fee for effecting redemption
of Fund shares. Any certificates representing Fund shares being
redeemed must be submitted with the redemption request. If you
own shares in both series, any redemption request must clearly
state from which series you wish to redeem the shares. The value
of the shares redeemed may be more or less than their original
cost, depending upon the series' then-current net asset value.
If a request for redemption is received in proper form by
the
Transfer Agent by 12:00 Noon, New York time, or by the Los
Angeles office of the Distributor or its designee by 12:00 Noon,
California time, the proceeds of the redemption, if transfer by
wire is requested, will be transmitted in Federal Funds
ordinarily on the same day and the shares will not receive the
dividend declared on that day. If the request is received later
that day by the Transfer Agent or the Los Angeles office of the
Distributor or its designee, the shares will receive the
dividend on the Fund's shares declared on that day, and the
proceeds of redemption, if wire transfer is requested, will be
transmitted in Federal Funds ordinarily on the next business
day.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
or the Distributor or its designee, as the case may be, of a
redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission. HOWEVER, IF YOU
HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS TELETRANSFER
PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND
SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER
AGENT, YOUR REDEMPTION WILL BE EFFECTIVE AND THE REDEMPTION
PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE
OF YOUR PURCHASE CHECK, DREYFUS TELETRANSFER PURCHASE OR
DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO
EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL NOT
HONOR REDEMPTION CHECKS UNDER THE CHECK REDEMPTION PRIVILEGE,
AND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE
OR PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE, FOR A PERIOD
OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF
THE PURCHASE CHECK, THE DREYFUS TELETRANSFER PURCHASE OR THE
DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH
REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR
SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE
A SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE
REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS
EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE,
AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF
BENEFICIAL OWNERSHIP. Fund shares will not be redeemed until the
Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account in either
series at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the
regular redemption procedure through the Transfer Agent, the
Check Redemption Privilege, the Wire Redemption Privilege, the
Telephone Redemption Privilege, or the Dreyfus TeleTransfer
Privilege. The Fund makes available to certain large
institutions the ability to issue redemption instructions
through compatible computer facilities.
You may redeem Fund
shares by telephone if you have checked the appropriate box on
the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone
redemption privilege or telephone exchange privilege (which is
granted automatically unless you refuse it), you authorize the
Transfer Agent to act on telephone instructions from any person
representing himself or herself to be you, and reasonably
believed by the Transfer Agent to be genuine. The Fund will
require the Transfer Agent to employ reasonable procedures, such
as requiring a form of personal identification, to confirm that
instructions are genuine and, if it does not follow such
procedures, the Transfer Agent or the Fund may be liable for any
losses due to unauthorized or fraudulent instructions. Neither
the Fund nor the Transfer Agent will be liable for following
telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by
telephone to request a redemption or exchange of Fund shares. In
such cases, you should consider using the other redemption
procedures described herein. Use of these other redemption
procedures may result in your redemption request being processed
at a later time than it would have been if telephone redemption
had been used.
Regular Redemption
Under the regular redemption
procedure, you may redeem your shares by written request mailed
to The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode
Island 02940-9671. Redemption requests may be delivered in
person only to a Dreyfus Financial Center. These requests will
be forwarded to the Fund and will be processed only upon receipt
thereby. For the location of the nearest Dreyfus Financial
Center, please call one of the telephone numbers listed under
"General Information."
Redemption requests must be signed by
each shareholder, including each owner of a joint account, and
each signature must be guaranteed. The Transfer Agent has
adopted standards and procedures pursuant to which
signature-guarantees in proper form generally will be accepted
from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations,
clearing agencies and savings associations, as well as from
participants in the New York Stock Exchange Medallion Signature
Program, the Securities Transfer Agents Medallion Program
("STAMP"), and the Stock Exchanges Medallion Program. If you
have any questions with respect to signature-guarantees, please
call one of the telephone numbers listed under "General
Information."
Redemption proceeds of at least $1,000 will be
wired to any member bank of the Federal Reserve System in
accordance with a written signature-guaranteed request.
Check Redemption Privilege - You may request on the Account
Application, Shareholder Services Form or by later written
request that the Fund provide Redemption Checks drawn on the
Fund's account. Redemption checks may be made payable to the
order of any person in the amount of $500 or more. Redemption
checks should not be used to close your account. Redemption
Checks are free, but the Transfer Agent will impose a fee for
stopping payment of a Redemption Check upon your request or if
the Transfer Agent cannot honor a Redemption check because of
insufficient funds or other valid reason. You should date your
Redemption Checks with the current date when you write them.
Please do not post-date your Redemption Check. If you do, the
Transfer Agent will honor, upon presentment, even if presented
before the date of the check, all post-dated Redemption Checks
which are dated within six months of presentment for payment, if
they are otherwise in good order. Shares for which certificates
have been issued may not be redeemed by Redemption Checks.
Shares of the Government Securities Series held under Keogh
Plans, IRAs or other retirement plans are not eligible for this
Privilege. This Privilege may be modified or terminated at any
time by the Fund or the Transfer Agent upon notice to
shareholders.
Wire Redemption Privilege - You may request by wire
or telephone that redemption proceeds (minimum $1,000) be wired
to your account at a bank which is a member of the Federal
Reserve System, or a correspondent bank if your bank is not a
member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary information
on the Fund's Account Application or file a Shareholder Services
Form with the Transfer Agent. You may direct that redemption
proceeds be paid by check (maximum $150,000 per day) made out to
the owners of record and mailed to your address. Redemption
proceeds of less than $1,000 will be paid automatically by
check. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of not more than $250,000 wired within
any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas,
call 1-401-455-3306. You also may telephone redemption requests
by calling the Los Angeles office of the Distributor or its
designee at 1-213-380-0010. The Fund reserves the right to
refuse any redemption request, including requests made shortly
after a change of address, and may limit the amount involved or
the number of such requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth
instructions for transmitting redemption requests by wire.
Shares of the Government Securities Series held under Keogh
Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this
Privilege.
Telephone Redemption Privilege - You may redeem shares
of either series (maximum $150,000 per day) by telephone if you
have checked the appropriate box on the Fund's Account
Application or have filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds will be paid by check
and mailed to your address. You may telephone redemption
instructions by calling 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306. You also may telephone
redemption requests by calling the Los Angeles office of the
Distributor or its designee at 1-213-380-0010. The Fund reserves
the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit
the amount involved or the number of telephone redemption
requests. This Privilege may be modified or terminated at any
time by the Transfer Agent or the Fund. Shares of the Government
Securities Series held under Keogh Plans, IRAs or other
retirement plans, and shares for which the certificates have
been issued, are not eligible for this Privilege.
Dreyfus TeleTransfer Privilege - You may redeem shares of either
series
(minimum $500 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between your Fund account and the bank account designated in one
of these documents. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House
member may be so designated. Redemption proceeds will be on
deposit in your account at an Automated Clearing House member
bank ordinarily two days after receipt of the redemption request
or, at your request, paid by check (maximum $150,000 per day)
and mailed to your address. Holders of jointly registered Fund
or bank accounts may redeem through the Dreyfus TeleTransfer
Privilege for transfer to their bank account not more than
$250,000 within any 30-day period. The Fund reserves the right
to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
Fund shares by telephoning 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306. Shares of the Government
Securities Series held under Keogh Plans, IRAs or other
retirement plans, and shares issued in certificate form, are not
eligible for this Privilege.
Shareholder Services Plan
The Fund has adopted a Shareholder Services Plan pursuant to
which the
Fund reimburses Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, an amount not to exceed
an annual rate of .25 of 1% of the value of each series' average
daily net assets for certain allocated expenses of providing
personal services and/or maintaining shareholder accounts. The
services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information,
and services related to the maintenance of shareholder
accounts.
Dividends, Distributions and Taxes
The Fund ordinarily
declares dividends from each series' net investment income on
each day the New York Stock Exchange or, with respect to the
Money Market Series, the Transfer Agent is open for business.
Dividends usually are paid on the last business day of each
month, and are automatically reinvested in additional shares of
the series from which they were paid at net asset value or, at
your option, paid in cash. Each series' earnings for Saturdays,
Sunday and holidays are declared as dividends on the preceding
business day. If you redeem all shares in your account at any
time during the month, all dividends to which you are entitled
are paid to you along with the proceeds of the redemption.
Distributions from net realized securities gains, if any,
generally are declared and paid by each series once a year, but
the Fund may make distributions on a more frequent basis to
comply with the distribution requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), in all events in
a manner consistent with the provisions of the Investment
Company Act of 1940. The Fund will not make distributions from
net realized securities gains unless capital loss carryovers, if
any, have been utilized or have expired. You may choose whether
to receive distributions in cash or to reinvest in additional
shares of the series from which distributions were paid at net
asset value. All expenses are accrued daily and deducted before
the declaration of dividends to investors.
Dividends derived from
net investment income, together with distributions from net
realized short-term securities gains and all or a portion of any
gains realized from the sale or other disposition of certain
market discount bonds, paid by a series will be taxable to U.S.
shareholders as ordinary income whether received in cash or
reinvested in additional shares of the series. No dividend paid
by the Fund will qualify for the dividends received deduction
allowable to certain U.S. corporations. Distributions from net
realized long-term securities gains of the Fund, will be taxable
as long-term capital gains regardless of how long shareholders
have held their shares and whether such distributions are
received in cash or reinvested in additional shares. The Code
provides that the net capital gain of an individual generally
will not be subject to Federal income tax at a rate in excess of
28%. Dividends and distributions may be subject to state and
local taxes.
Dividends derived from net investment income,
together with distributions from net realized short-term
securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds,
paid by a series to a foreign investor generally are subject to
U.S. nonresident withholding taxes at the rate of 30%, unless
the foreign investor claims the benefit of a lower rate
specified in a tax treaty. Distributions from net realized
long-term securities gains paid by the Fund to a foreign
investor generally will not be subject to U.S. nonresident
withholding tax. However, such distributions may be subject to
backup withholding, as described below, unless the foreign
investor certifies his non-U.S. residency status.
Notice as to
the tax status of your dividends and distributions will be
mailed to you annually. You also will receive periodic summaries
of your account which will include information as to dividends
and distributions from securities gains, if any, paid during the
year. Dividends and distributions attributable to interest from
direct obligations of the United States and paid by a series to
individuals currently are not subject to tax in most states.
Dividends and distributions attributable to interest from other
securities in which the series may invest may be subject to
state tax. The Fund intends to provide shareholders with a
statement which sets forth the percentage of dividends and
distributions paid by the series that is attributable to
interest income from direct obligations of the United
States.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends and distributions from net realized securities
gains paid to a shareholder if such shareholder fails to certify
either that the TIN furnished in connection with opening an
account is correct, or that such shareholder has not received
notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the
IRS may notify the Fund to institute backup withholding if the
IRS determines a shareholder's TIN is incorrect or if a
shareholder has failed to properly report taxable dividend and
interest income on a Federal income tax return.
A TIN is either
the Social Security number or employer identification number of
the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a
credit on the record owner's Federal income tax
return.
Management believes that each series of the Fund has
qualified for the fiscal year ended December 31, 1994 as a
"regulated investment company" under the Code. Each series of
the Fund intends to continue to so qualify, if such
qualification is in the best interests of its shareholders. Such
qualification relieves the series of any liability for Federal
income taxes to the extent its earnings are distributed in
accordance with applicable provisions of the Code. Each series
is subject to a non-deductible 4% excise tax, measured with
respect to certain undistributed amounts of taxable investment
income and capital gains, if any.
You should consult your tax
adviser regarding specific questions as to Federal, state or
local taxes.
General Information
The Fund was incorporated under
Maryland law on December 30, 1974 and began offering shares of
the Money Market Series on April 28, 1975. On April 23, 1979,
shareholders of the Fund authorized the issuance and sale of
shares of the Government Securities Series. The Fund is
authorized to issue 15 billion shares of Common Stock (5 billion
in the Money Market Series and 10 billion in the Government
Securities Series), par value $.01 per share. Each share has one
vote.
To date, two series of shares have been authorized. All
consideration received by the Fund for shares of one of the
series and all assets in which such consideration is invested,
belong to that series (subject only to the rights of creditors
of the Fund) and will be subject to the liabilities related
thereto. The income attributable to, and the expenses of, one
series are treated separately from those of the other
series.
Rule 18f-2 under the Investment Company Act of 1940
provides that any matter required to be submitted under the
provisions of the Investment Company Act of 1940 or applicable
state law or otherwise, to the holders of the outstanding voting
securities of an investment company such as the Fund 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 directors from the
separate voting requirements of the Rule.
Unless otherwise
required by the Investment Company Act of 1940, ordinarily it
will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider
each year the election of Directors or the appointment of
auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote
may require the Fund to hold a special meeting of shareholders
for purposes of removing a Director from office and the holders
of at least 25% of such shares may require the Fund to hold a
special meeting of shareholders for any other purpose. Fund
shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares. In addition,
the Board of Directors will call a meeting of shareholders for
the purpose of electing Directors if, at any time, less than a
majority of the Directors then holding office have been elected
by shareholders.
The Transfer Agent maintains a record of your
ownership and sends you confirmations and statements of
account.
Shareholder inquiries may be made by writing to the Fund
at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144,
or by calling toll free 1-800-645-6561. In New York City, call
1-718-895-1206; on Long Island, call 794-5452.
No person has been
authorized to give any information or to make any
representations other than those contained in this Prospectus
and in the Fund's official sales literature in connection with
the offer of the Fund's shares, and, if given or made, such
other information or representations must not be relied upon as
having been authorized by the Fund. This Prospectus does not
constitute an offer in any State in which, or to any person to
whom, such offering may not lawfully be made.
<PAGE>
PROSPECTUS May 1, 1995
Dreyfus Government Securities Series
Dreyfus Money Market Instruments, Inc.
Dreyfus Money Market Instruments, Inc. (the "Fund") is an
open-end,
diversified, management investment company, known as a money
market mutual fund. Its goal is to provide you with as high a
level of current income as is consistent with the preservation
of capital and the maintenance of liquidity.
The Fund permits
you to invest in two separate portfolios, the Government
Securities Series (the "Series") and the Money Market Series,
each of which represents a separate class of the Fund's Common
Stock and has different investment policies. The Series pursues
the Fund's goal by investing only in short-term securities
issued or guaranteed as to principal and interest by the U.S.
Government. This Prospectus relates solely to the Series. The
Money Market Series' prospectus may be obtained from Dreyfus
Service Corporation.
You can invest, reinvest or redeem
shares at any time without charge or penalty. The Series
provides free redemption checks, which you can use in amounts of
$500 or more for cash or to pay bills. You continue to earn
income on the amount of the check until it clears. You can
purchase or redeem shares by telephone using Dreyfus
TeleTransfer.
The Dreyfus Corporation professionally manages
the Series' portfolio.
This Prospectus sets forth concisely
information about the Series that you should know before
investing. It should be read and retained for future reference.
The Statement of Additional Information, dated May 1, 1995,
which may be revised from time to time, provides a further
discussion of certain areas in this Prospectus and other
matters which may be of interest to some investors. It has been
filed with the Securities and Exchange Commission and is
incorporated herein by reference. For a free copy, write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call 1-800-645-6561. When telephoning, ask for
Operator 666.
An investment in the Series is neither insured
nor guaranteed by the U.S. Government. There can be no assurance
that the Series will be able to maintain a stable net asset
value of $1.00 per share.
Mutual fund shares are not
deposits or obligations of, or guaranteed or endorsed by, any
bank, and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other
agency.
TABLE OF CONTENTS Page
Annual Fund Operating Expenses 3
Condensed Financial Information 4
Yield Information 5
Description of the Fund and the Series 5
Management of the Fund 7
How to Buy Fund Shares 8
Shareholder Services 10
How to Redeem Fund Shares 13
Shareholder Services Plan 16
Dividends, Distributions and Taxes 17
General Information 18
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
[This Page Intentionally Left Blank]
<PAGE>
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
Government Securities Series
Management Fees .50%
Other Expenses .38%
Total Fund Operating Expenses. .88%
Example: 1 Year 3 Years 5 Years 10 Years
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: $9 $28 $49 $108
The amounts listed in the example should not be
considered as representative of past or future expenses and
actual expenses may be greater or less than those indicated.
Moreover, while the example assumes a 5% annual return, the
Fund's actual performance will vary and may result in an actual
return greater or less than 5%.
The purpose of the foregoing
table is to assist you in understanding the various costs and
expenses borne by the Series, and therefore indirectly by
investors, the payment of which will reduce investors' return on
an annual basis. You can purchase shares of the Series without
charge directly from the Fund's distributor; you may be charged
a nominal fee if you effect transactions in shares of the Series
through a securities dealer, bank or other financial
institution. See "Management of the Fund" and "Shareholder
Services Plan."
<PAGE>
Condensed Financial Information
The information in the following table has been audited by
Ernst & Young LLP, the Fund's independent auditors, whose report
thereon appears in the Statement of Additional Information.
Further financial data and related notes are included in the
Statement of Additional Information, available upon request.
Financial Highlights
Contained below is per share operating
performance data for a share of Common Stock outstanding, total
investment return, ratios to average net assets and other
supplemental data for each year indicated. This information has
been derived from information provided in the Fund's financial
statements.
<TABLE>
<CAPTION>
Year Ended December 31,
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year $.9997 $.9998 $.9999 $.9997 $.9998 $.9999 $1.0000 $1.0000 $1.0000 $1.0000
Investment Operations:
Investment income-net .0796 .0627 .0572 .0659 .0836 .0735 .0551 .0339 .0246 .0326
Net realized gain (loss)
on investments .0001 .0001 (.0002) .0001 .0003 .0001 - - - -
Total from Investment
Operations .0797 .0628 .0570 .0660 .0839 .0736 .0551 .0339 .0246 .0326
Distributions:
Dividends from investment
income-net (.0796) (.0627) (.0572) (.0659) (.0836) (.0735) (.0551) (.0339) (.0246) (.0326)
Dividends from net realized
gain on investments - - - - (.0002) - - - -
Total Distributions (.0796) (.0627) (.0572) (.0659) (.0838) (.0735) (.0551) (.0339) (.0246) (.0326)
Net asset value, end of year $.9998 $.9999 $.9997 $.9998 $.9999 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
TOTAL INVESTMENT RETURN 8.26% 6.46% 5.87% 6.80% 8.71% 7.61% 5.65% 3.45% 2.48% 3.31%
RATIOS/SUPPLEMENT DATA:
Ratio of expenses to average
net assets .64% .64% .65% .72% .70% .70% .69% .72% .80% .88%
Ratio of net investment income
to average net assets 7.93% 6.28% 5.71% 6.56% 8.35% 7.35% 5.51% 3.39% 2.46% 3.24%
Net Assets, end of year
(000's omitted) $1,021,986 $966,290 $791,651 $658,201 $651,700 $724,202 $706,544 $657,561 $520,708 $465,956
</TABLE>
<PAGE>
Yield Information
From time to time, the Series advertises its yield and
effective yield. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It
can be expected that these yields will fluctuate substantially.
The yield of the Series refers to the income generated by an
investment in the Series over a seven-day period (which period
will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the
investment during that week is assumed to be generated each week
over a 52-week period and is shown as a percentage of the
investment. The effective yield is calculated similarly, but,
when annualized, the income earned by an investment in the Series
is assumed to be reinvested. The
effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment. The
Series' yield and effective yield may reflect absorbed expenses
pursuant to any undertaking that may be in effect. See
"Management of the Fund."
Yield information is useful in
reviewing the Series' performance, but because yields will
fluctuate, under certain conditions such information may not
provide a basis for comparison with domestic bank deposits,
other investments which pay a fixed yield for a stated period of
time, or other investment companies which may use a different
method of computing yield.
Comparative performance
information may be used from time to time in advertising or
marketing shares of the Series, including data from Lipper
Analytical Services, Inc., IBC/Donoghue's Money Fund Report,
Bank Rate MonitorTrademark, N. Palm Beach, Fla. 33408,
Morningstar, Inc.
and other industry publications.
Description of the Fund and the Series
General
The Fund is a "series fund," which is a mutual
fund divided into separate portfolios. Each portfolio is treated
as a separate entity for certain matters under the Investment
Company Act of 1940 and for other purposes, and a shareholder of
one series is not deemed to be a shareholder of any other
series. As described below, for certain matters Fund
shareholders vote together as a group; as to others they vote
separately by series.
Investment Objective
The Series seeks to
provide you with as high a level of current income as is
consistent with the preservation of capital and the maintenance
of liquidity. The Series pursues this goal in the manner
described below. The Series' investment objective cannot be
changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of the Series'
outstanding voting shares. There can be no assurance that the
Series' investment objective will be achieved. Securities in
which the Series invests may not earn as high a level of current
income as long-term or lower quality securities which generally
have less liquidity, greater market risk and more fluctuation in
market value.
Management Policies
The Series invests only in
short-term securities issued or guaranteed as to principal and
interest by the U.S. Government (whether or not subject to
repurchase agreements).
The Series seeks to maintain a net
asset value of $1.00 per share for purchases and redemptions. To
do so, the Series uses the amortized cost method of valuing its
securities pursuant to Rule 2a-7 under the Investment Company
Act of 1940, certain requirements of which are summarized as
follows. In accordance with Rule 2a-7, the Series will maintain
a dollar-weighted average portfolio maturity of 90 days or less,
purchase only instruments having remaining maturities of 13
months or less and invest only in U.S. dollar denominated
securities. For further information regarding the amortized cost
method, see "Determination of Net Asset Value" in the Fund's
Statement of Additional Information. There can be no assurance
that the Series will be able to maintain a stable net asset
value of $1.00 per share.
Portfolio Securities
Securities
issued or guaranteed by the U.S. Government include U.S.
Treasury securities which differ in their interest rates,
maturities and times of issuance. Treasury Bills have initial
maturities of one year or less; Treasury Notes have initial
maturities of one to ten years; and Treasury Bonds generally
have initial maturities of greater than ten years.
Repurchase agreements involve the acquisition by the Series
of an underlying debt instrument, subject to an obligation of the
seller to repurchase, and the Series to resell, the instrument
at a fixed price usually not more than one week after its
purchase. Certain costs may be incurred by the Series in
connection with the sale of the securities if the seller does
not repurchase them in accordance with the repurchase agreement.
In addition, if bankruptcy proceedings are commenced with
respect to the seller of the securities, realization on the
securities by the Series may be delayed or limited.
The Series may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not
exist, provided such investments are consistent with the Fund's
investment objective. Such securities may include securities
that are not readily marketable, such as certain securities that
are subject to legal or contractual restrictions on resale and
repurchase agreements providing for settlement in more than
seven days after notice. As to these securities, the Series is
subject to a risk that should the Series 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 Series' net
assets could be adversely affected.
Certain Fundamental Policies
The Series may: (i) borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount
up to 15% of the value of the Series' total assets (including
the amount borrowed) based on the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of the Series'
total assets, the Series will not make any additional
investments; and (ii) pledge, hypothecate, mortgage or otherwise
encumber its assets in an amount up to 15% of the value of its
total assets, but only to secure borrowings for temporary or
emergency purposes. This paragraph describes fundamental
policies that cannot be changed without approval by the holders
of a majority (as defined in the Investment Company Act of 1940)
of the Series' outstanding voting shares. See "Investment
Objective and Management Policies-Investment Restrictions" in
the Statement of Additional Information.
Certain Additional Non-Fundamental Policy
The Series may invest up to 10% of the
value of its net assets in repurchase agreements providing for
settlement in more than seven days after notice and in
securities that are illiquid. See "Investment Objective and
Management Policies - Investment Restrictions" in the Statement
of Additional Information.
Investment Considerations
The Series 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 Series since it usually does not pay brokerage
commissions when it purchases short-term debt obligations. The
value of the portfolio securities held by the Series 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.
From time to time, the Series may lend securities from its
portfolio to brokers, dealers and other financial institutions
needing to borrow securities to complete certain transactions.
Such loans may not exceed 20% of the value of the Series' total
assets. In connection with such loans, the Series will receive
collateral consisting of cash or U.S. Treasury securities. Such
collateral will be maintained at all times in an amount equal to
at least 100% of the current market value of the loaned
securities. The Series can increase its income through the
investment of such collateral. The Series continues to be
entitled to payments in amounts equal to the interest or other
distributions payable on the loaned securities and receives
interest on the amount of the loan. Such loans will be terminable
at any time upon specified notice. The Series might experience
risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the
Series.
Management of the Fund
The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the
Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a
wholly-owned subsidiary of Mellon Bank Corporation ("Mellon").
As of January 31, 1995, The Dreyfus Corporation managed or
administered approximately $70 billion in assets for
approximately 1.9 million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the
overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the overall authority of the
Fund's Board of Directors in accordance with Maryland law.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended. Mellon
provides a
comprehensive range of financial products and services in
domestic and selected international markets. Mellon is among the
twenty-five largest bank holding companies in the United States
based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National
Association, Mellon Bank (MD), The Boston Company, Inc., AFCO
Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries,
including The Dreyfus Corporation, Mellon managed approximately
$201 billion in assets as of September 30, 1994, including $76
billion in mutual fund assets. As of September 30, 1994, Mellon,
through various subsidiaries, provided non-investment services,
such as custodial or administration services, for approximately
$659 billion in assets, including $108 billion in mutual fund
assets.
For the year ended December 31, 1994, the Fund paid
The Dreyfus Corporation a monthly management fee at the annual
rate of .50 of 1% of the value of the Series' average daily net
assets. From time to time, The Dreyfus Corporation may waive
receipt of its fees and/or voluntarily assume certain expenses
of the Series, which would have the effect of lowering the
overall expense ratio of the Series and increasing yield to
investors at the time such amounts are waived or assumed, as the
case may be. The Series will not pay The Dreyfus Corporation at
a later time for amounts it may waive, nor will the Series
reimburse The Dreyfus Corporation for any amounts it may
assume.
The Dreyfus Corporation may pay the Fund's distributor
for shareholder services from The Dreyfus Corporation's own
assets, including past profits but not including the management
fee paid by the Series. The Fund's distributor may use part or
all of such payments to pay securities dealers or others in
respect of these services.
The Fund's distributor is Premier
Mutual Fund Services, Inc. (the "Distributor"), located at One
Exchange Place, Boston, Massachusetts 02109. The Distributor is
a wholly-owned subsidiary of Institutional Administration
Services, Inc., a provider of mutual fund administration
services, the parent company of which is Boston Institutional
Group, Inc.
The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York,
110 Washington Street, New York, New York 10286, is the Fund's
Custodian. First Interstate Bank of California, 707 Wilshire
Boulevard, Los Angeles, California 90017, is the Fund's
Sub-custodian.
How to Buy Fund Shares
Shares of the Series are
sold without a sales charge. You may be charged a nominal fee if
you effect transactions in shares of the Series through a
securities dealer, bank or other financial institution. Share
certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund reserves
the right to reject any purchase order.
The minimum initial investment in the Series is $2,500, or
$1,000 if you are a client of a securities dealer, bank or other
financial institution which has made an aggregate minimum initial
purchase for its customers of $2,500. Subsequent investments must
be at least $100. The initial investment must be accompanied by
the Fund's Account Application. For full-time or part-time
employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board
members of a Fund advised by The Dreyfus Corporation, including
members of the Fund's Board, or the spouse or minor child of any
of the foregoing, the minimum initial investment in the Series
is $1,000. For full-time or part-time employees of The Dreyfus
Corporation or any of its affiliates or subsidiaries who elect
to have a portion of their pay directly deposited into their
Fund account, the minimum initial investment is $50. The Fund
reserves the right to offer shares of the Series without regard
to minimum purchase requirements to employees participating in
certain qualified or non-qualified employee benefit plans or
other programs where contributions or account information can be
transmitted in a manner and form acceptable to the Fund. The
Fund reserves the right to vary further the initial and
subsequent investment minimum requirements at any time.
You may purchase shares of the Series by check or wire, or
through the Dreyfus TeleTransfer Privilege described below.
Checks should be made payable to "The Dreyfus Family of Funds,"
or, if for Dreyfus retirement plan accounts, to "The Dreyfus
Trust Company, Custodian." Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O.
Box 9387, Providence, Rhode Island 02940-9387, together with your
Account Application indicating the name of the series being
purchased. For subsequent investments, your Fund account number
should appear on the check and an investment slip should be
enclosed and sent to The Dreyfus Family of Funds, P.O. Box 105,
Newark, New Jersey 07101-0105. For Dreyfus retirement plan
accounts, both initial and subsequent investments should be sent
to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Neither initial nor
subsequent investments should be made by third party check.
Purchase orders may be delivered in person only to a Dreyfus
Financial Center. These orders will be forwarded to the Fund and
will be processed only upon receipt thereby. For the location of
the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information."
Wire payments may be made either to The Bank of New York or
to First Interstate Bank of California if your bank account is in
a commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA #8900051728/Dreyfus Money Market
Instruments, Inc./Government Securities Series, for purchase of
shares of the Series in your name. The wire must include your
Fund account number (for new accounts, your Taxpayer
Identification Number ("TIN") should be included instead),
account registration and dealer number, if applicable. If your
initial purchase of shares of the Series is by wire, please call
1-800-645-6561 after completing your wire payment to obtain your
Fund account number. Please include your Fund account number on
the Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemption will be permitted
until the Account Application is received. You may obtain
further information about remitting funds in this manner from
your bank. All payments should be made in U.S. dollars and, to
avoid fees and delays, should be drawn only on U.S. banks. A
charge will be imposed if the check used for investment in your
account does not clear. Information about transmitting payments
by wire to First Interstate Bank of California may be obtained
by calling 1-800-645-6561. The Fund makes available to certain
large institutions the ability to issue purchase instructions
through compatible computer facilities.
Subsequent investments
also may be made by electronic transfer of funds from an account
maintained in a bank or other domestic financial institution
that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with
instructions to credit your Fund account. The instructions must
specify your Fund account registration and your Fund account
number preceded by the digits "1111."
The Distributor may pay
dealers a fee of up to .5% of the amount invested through such
dealers in Series' shares by employees participating in
qualified or non-qualified employee benefit plans or other
programs where (i) the employers or affiliated employers
maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs,
or (ii) such plan's or program's aggregate investment in the
Dreyfus Family of Funds or certain other products made available
by the Distributor to such plans or programs exceeds one million
dollars. All present holdings of shares of funds in the Dreyfus
Family of Funds by such employee benefit plans or programs will
be aggregated to determine the fee payable with respect to each
such purchase of Series' shares. The Distributor reserves the
right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts
received from the Fund, including past profits or any other
source available to it.
Shares of the Series are sold on a
continuous basis at the net asset value per share next
determined after an order and Federal Funds (monies of member
banks within the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Transfer
Agent or other agent or entity subject to the direction of such
agents in written or telegraphic form, or by First Interstate
Bank of California in telegraphic form. If you do not remit
Federal Funds, your payment must be converted into Federal
Funds. This usually occurs within one 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, your money will not be invested.
The Series' net asset value per share is determined twice
each business day: at 12:00 Noon, New York time/9:00 a.m.,
California time, and as of the close of trading on the floor of
the New York Stock Exchange (currently 4:00 p.m., New York
time/1:00 p.m., California time), on each day the New York Stock
Exchange is open for business. Net asset value per share is
computed by dividing the value of the net assets of the Series
(i.e., the value of its assets less liabilities) by the total
number of shares of the Series outstanding. See "Determination of
Net Asset Value" in the Fund's Statement of Additional
Information.
If your payments are received in or converted into Federal
Funds by 12:00 Noon, New York time, by the Transfer Agent, or
received in Federal Funds by 12:00 Noon, California time, by
First Interstate Bank of California, you will receive the
dividend declared on that day. If your payments are received in
or converted into Federal Funds after 12:00 Noon, New York time,
by the Transfer Agent, or received in Federal Funds after 12:00
Noon, California time, by First Interstate Bank of California,
your shares will begin to accrue dividends on the following
business day.
Qualified institutions may telephone orders for
purchase of the shares of the Series by telephoning the
Distributor or its designee toll free at 1-800-242-8671; in New
York City, call 1-718-895-1396; on Long Island, call 794-5452;
in California, call 1-213-380-0010. A telephone order placed
with the Distributor or its designee in New York will become
effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend on the shares
of the Series declared on that day if such order is placed by
12:00 Noon, New York time, and Federal Funds are received by the
Transfer Agent by 4:00 p.m., New York time. A telephone order
placed with the Distributor or its designee in California will
become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the
dividend on the shares of the Series declared on that day if
such order is placed by 12:00 Noon, California time, and Federal
Funds are received by First Interstate Bank of California by
4:00 p.m., California time.
Federal regulations require that
you provide a certified TIN upon opening or reopening an
account. See "Dividends, Distributions and Taxes" and the Fund's
Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund
could subject you to a $50 penalty imposed by the Internal
Revenue Service ("IRS").
Dreyfus TeleTransfer Privilege -You may
purchase shares of the Series (minimum $500, maximum $150,000
per day) by telephone if you have checked the appropriate box
and supplied the necessary information on the Fund's Account
Application or have filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between the
bank account designated in one of these documents and your Fund
account. Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be
so designated. The Fund may modify or terminate this Privilege
at any time or charge a service fee upon notice to shareholders.
No such fee currently is contemplated.
If you have selected the
Dreyfus TeleTransfer Privilege, you may request a Dreyfus
TeleTransfer purchase of Series shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306.
Procedures for Multiple Accounts - Special
procedures have been designed for banks and other institutions
that wish to open multiple accounts. The institution may open a
single master account by filing one application with the
Transfer Agent, and may open individual sub-accounts at the same
time or at some later date. For further information, please
refer to the Statement of Additional Information.
Shareholder Services
Fund Exchanges
You may purchase, in exchange for
shares of the Series, shares of the Fund's other series or
shares of certain other funds managed or administered by The
Dreyfus Corporation, to the extent such shares are offered for
sale in your state of residence. These funds have different
investment objectives which may be of interest to you. If you
desire to use this service, please call 1-800-645-6561 to
determine if it is available and whether any conditions are
imposed on its use.
To request an exchange, you must give
exchange instructions to the Transfer Agent in writing or by
telephone. Before any exchange, you must obtain and should
review a copy of the current prospectus of the fund into which
the exchange is being made. Prospectuses may be obtained by
calling 1-800-645-6561. Except in the case of Personal
Retirement Plans, the shares being exchanged must have a current
value of at least $500; furthermore, when establishing a new
account by exchange, shares being exchanged must have a value of
at least the minimum initial investment required for the fund or
series into which the exchange is being made. The ability to
issue exchange instructions by telephone is given to all Fund
shareholders automatically, unless you check the applicable "No"
box on the Account Application, indicating that you specifically
refuse this privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed
by all shareholders on the account, or by a separate signed
Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange
Privilege, you may telephone exchange instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. See "How to Redeem Fund Shares-Procedures." Upon
an exchange into a new account, the following shareholder
services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Check Redemption
Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege, Dreyfus TeleTransfer Privilege and the
dividend/capital gain distribution option (except for Dreyfus
Dividend Sweep) selected by the investor.
Shares will be
exchanged at the next determined net asset value; however, a
sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that
charges a sales load, you may qualify for share prices which do
not include the sales load or which reflect a reduced sales
load, if the shares of the fund from which you are exchanging
were: (a) purchased with a sales load, (b) acquired by a
previous exchange from shares purchased with a sales load, or
(c) acquired through reinvestment of dividends or distributions
paid with respect to the foregoing categories of shares. To
qualify, at the time of your exchange you must notify the
Transfer Agent. Any such qualification is subject to
confirmation of your holdings through a check of appropriate
records. See "Shareholder Services" in the Statement of
Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the
Fund reserves the right, upon not less than 60 days' written
notice, to charge shareholders a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. The
Fund reserves the right to reject any exchange request in whole
or in part. The availability of Fund Exchanges may be modified or
terminated at any time upon notice to shareholders.
The exchange of shares of one fund or series for shares of
another fund or series is treated for Federal income tax purposes
as a sale of the shares given in exchange by the shareholder and,
therefore, an exchanging shareholder may realize a taxable gain
or loss.
Certain funds in the Dreyfus Family of Funds offer
multiple classes of shares to the public. If any investor in a
fund offering multiple classes of shares exchanges shares of
such fund subject to a contingent deferred sales charge ("CDSC")
for shares of the Series, the Series shares obtained in the
exchange will be held in a separate Exchange Account for the
investor. Shares held in an Exchange Account may be exchanged
only for shares of select funds in the Dreyfus Family of Funds.
No CDSC will be imposed on such shares at the time of exchange;
however, an investor exchanging such shares should review
carefully the current prospectus of the fund from which such
shares were exchanged and into which such shares are being
exchanged to determine the CDSC applicable on redemption.
Exchange Account shares are eligible for the Dreyfus
Auto-Exchange Privilege, Dreyfus Dividend Options and the
Automatic Withdrawal Plan, and redemption proceeds on such
shares will be paid only by Federal wire or by check. Please
call 1-800-645-6561 for further information.
Dreyfus Auto-Exchange Privilege
Dreyfus Auto-Exchange Privilege enables
you to invest regularly (on a semi-monthly, monthly, quarterly
or annual basis), in exchange for shares of the Series, in
shares of the Fund's other series or other funds in the Dreyfus
Family of Funds of which you are currently an investor. The
amount you designate, which can be expressed either in terms of
a specific dollar or share amount ($100 minimum), will be
exchanged automatically on the first and/or fifteenth of the
month according to the schedule you have selected. Shares will
be exchanged at the then-current net asset value; however, a
sales load may be charged with respect to exchanges into funds
sold with a sales load. See "Shareholder Services" in the
Statement of Additional Information. The right to exercise this
Privilege may be modified or cancelled by the Fund or the
Transfer Agent. You may modify or cancel your exercise of this
Privilege at any time by writing to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund may
charge a service fee for the use of this Privilege. No such fee
currently is contemplated. The exchange of shares of one fund
for shares of another is treated for Federal income tax purposes
as a sale of the shares given in exchange by the shareholder
and, therefore, an exchanging shareholder may realize a taxable
gain or loss. For more information concerning this Privilege and
the funds in the Dreyfus Family of Funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call toll free
1-800-645-6561.
Dreyfus-Automatic Asset Builder
Dreyfus-Automatic Asset Builder permits you to purchase
shares
(minimum of $100 and maximum of $150,000 per transaction) at
regular intervals selected by you. Fund shares are purchased by
transferring funds from the bank account designated by you. At
your option, the bank account designated by you will be debited
in the specified amount, and Fund shares will be purchased, once
a month, on either the first or fifteenth day, or twice a month,
on both days. Only an account maintained at a domestic financial
institution which is an Automated Clearing House member may be
so designated. To establish a Dreyfus-Automatic Asset Builder
account, you must file an authorization form with the Transfer
Agent. You may obtain the necessary authorization form by
calling 1-800-645-6561. You may cancel your participation in
this Privilege or change the amount of purchase at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or, if for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427,
and the notification will be effective three business days
following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee
currently is contemplated.
Dreyfus Government Direct Deposit Privilege
Dreyfus Government Direct Deposit Privilege enables
you to purchase shares (minimum of $100 and maximum of $50,000
per transaction) by having Federal salary, Social Security, or
certain veterans', military or other payments from the Federal
government automatically deposited into your Fund account. You
may deposit as much of such payments as you elect. To enroll in
Dreyfus Government Direct Deposit, you must file with the
Transfer Agent a completed Direct Deposit Sign-Up Form for each
type of payment that you desire to include in this Privilege.
The appropriate form may be obtained by calling 1-800-645-6561.
Death or legal incapacity will terminate your participation in
this Privilege. You may elect at any time to terminate your
participation by notifying in writing the appropriate Federal
agency. Further, the Fund may terminate your participation upon
30 days' notice to you.
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest automatically
dividends or dividends and capital gain distributions, if any,
paid by the Series in shares of another fund in the Dreyfus
Family of Funds of which you are a shareholder. Shares of the
other fund will be purchased at the then-current net asset value;
however, a sales load may be charged with respect to investments
in shares of a fund sold with a sales load. If you are investing
in a fund that charges a sales load, you may qualify for share
prices which do not include the sales load or which reflect a
reduced sales load. See "Shareholder Services" in the Statement
of Additional Information. Dividend ACH permits you to transfer
electronically
on the payment date dividends or dividends and capital gain
distributions, if any, from the Series to a designated bank
account. Only such an account maintained at a financial
institution which is an Automated Clearing House member may be
so designated. Banks may charge a fee for this service.
For more information concerning these privileges and the
funds in the Dreyfus Family of Funds eligible to participate in
these privileges, or to request a Dividend Options Form, please
call toll free 1-800-645-6561. You may cancel this privilege by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. To select a
new fund after cancellation, you must submit a new Dividend
Options Form. Enrollment in or cancellation of these privileges
is effective three business days following receipt. These
privileges are available only for existing accounts and may not
be used to open new accounts. Minimum subsequent investments do
not apply for Dreyfus Dividend Sweep. The Fund may modify or
terminate these privileges at any time or charge a service fee.
No such fee currently is contemplated. Shares of the Series held
under Keogh Plans, IRAs or other retirement plans are not
eligible for these privileges.
Dreyfus Payroll Savings Plan
Dreyfus Payroll Savings Plan permits you to purchase shares
of the Series (minimum of $100 per transaction) automatically on
a regular basis. Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period. To establish
a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department. Your
employer must complete the reverse side of the form and return
it to The Dreyfus Family of Funds, P.O. Box 9671, Providence,
Rhode Island 02940-9671. You may obtain the necessary
authorization form by calling 1-800-645-6561. You may change the
amount of purchase or cancel the authorization only by written
notification to your employer. It is the sole responsibility of
your employer, not the Distributor, The Dreyfus Corporation, the
Fund, the Transfer Agent or any other person, to arrange for
transactions under the Dreyfus Payroll Savings Plan. The Fund
may modify or terminate this Privilege at any time or charge a
service fee. No such fee currently is contemplated. Shares of
the Series held under Keogh Plans, IRAs or other retirement
plans are not eligible for this Privilege.
Quarterly Distribution Plan
The Quarterly Distribution Plan permits you to receive
quarterly payments from the Fund consisting of proceeds from the
redemption of shares purchased for your account through the
automatic reinvestment of dividends declared on your account
during the preceding calendar quarter.
You may open a Quarterly Distribution Plan by submitting a
request to the Transfer Agent. The Quarterly Distribution Plan
may be ended at any time by you,
the Fund or the Transfer Agent. Shares of the Series for which
certificates have been issued must be presented before
redemption under the Quarterly Distribution Plan.
Automatic Withdrawal Plan
The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50)
on either a monthly or quarterly basis if you have a $5,000
minimum account. An application for the Automatic Withdrawal
Plan can be obtained by calling 1-800-645-6561. There is a
service charge of 50 cents for each withdrawal check. The
Automatic
Withdrawal Plan may be ended at any time by you, the Fund or the
Transfer Agent. Shares of the Series for which certificates have
been issued may not be redeemed through the Automatic Withdrawal
Plan.
Retirement Plans
The Series offers a variety of pension
and profit-sharing plans, including Keogh Plans, IRAs, SEP-IRAs
and IRA "Rollover Accounts," 401(k) Salary Reduction Plans and
403(b)(7) Plans. Plan support services also are available. You
can obtain details on the various plans by calling the following
numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call
1-800-645-6561; for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
How to Redeem Fund Shares
General
You may request redemption of your shares at any
time. Redemption requests should be transmitted to the Transfer
Agent or the Distributor, as described below. When a request is
received in proper form, the Fund will redeem the shares at the
next determined net asset value.
The Fund imposes no charges
when shares are redeemed. Securities dealers, banks and other
financial institutions may charge a nominal fee for effecting
redemptions of Fund shares. Any certificates representing the
Series' shares being redeemed must be submitted with the
redemption request. If you own shares in both series of the
Fund, any redemption request must clearly state from which
series you wish to redeem the shares. The value of the shares
redeemed may be more or less than their original cost, depending
upon the Series' then-current net asset value.
If a request for redemption is received in proper form by
the Transfer Agent by 12:00 Noon, New York time, or by the Los
Angeles office of the Distributor or its designee by 12:00 Noon,
California time, the proceeds of the redemption, if transfer by
wire is requested, will be transmitted in Federal Funds
ordinarily on the same day and the shares will not receive the
dividend declared on that day. If the request is received later
that day by the Transfer Agent or the Los Angeles office of the
Distributor or its designee, the shares will receive the
dividend on the Series' shares declared on that day, and the
proceeds of redemption, if wire transfer is requested, will be
transmitted in Federal Funds ordinarily on the next business
day.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
or the Distributor or its designee, as the case may be, of a
redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission. However, if you
have purchased shares of the Series by check, by Dreyfus
TeleTransfer Privilege or through Dreyfus-Automatic Asset
Builder and subsequently submit a written redemption request to
the Transfer Agent, your redemption will be effective and the
redemption proceeds will be transmitted to you promptly upon
bank clearance of your purchase check, Dreyfus TeleTransfer
purchase or Dreyfus-Automatic Asset Builder order, which may
take up to eight business days or more. In addition, the Fund
will not honor Redemption Checks under the Check Redemption
Privilege, and will reject requests to redeem shares by wire or
telephone or pursuant to the Dreyfus TeleTransfer Privilege, for
a period of eight business days after receipt by the Transfer
Agent of the purchase check, the Dreyfus TeleTransfer purchase
or the Dreyfus-Automatic Asset Builder order against which such
redemption is requested. These procedures will not apply if your
shares were purchased by wire payment, or if you otherwise have
a sufficient collected balance in your account to cover the
redemption request. Prior to the time any redemption is
effective, dividends on such shares will accrue and be payable,
and you will be entitled to exercise all other rights of
beneficial ownership. Shares of the Series will not be redeemed
until the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account in
either series at its option upon not less than 45 days' written
notice if your account's net asset value is $500 or less and
remains so during the notice period.
Procedures
You may redeem shares by
using the regular redemption procedure through the Transfer
Agent, the Check Redemption Privilege, the Wire Redemption
Privilege, the Telephone Redemption Privilege or the Dreyfus
TeleTransfer Privilege. The Fund makes available to certain
large institutions the ability to issue redemption instructions
through compatible computer facilities.
You may redeem shares of
the Series by telephone if you have checked the appropriate box
on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone
redemption privilege or telephone exchange privilege (which is
granted automatically unless you refuse it), you authorize the
Transfer Agent to act on telephone instructions from any person
representing himself or herself to be you, and reasonably
believed by the Transfer Agent to be genuine. The Fund will
require the Transfer Agent to employ reasonable procedures, such
as requiring a form of personal identification, to confirm that
instructions are genuine and, if it does not follow such
procedures, the Transfer Agent or the Fund may be liable for any
losses due to unauthorized or fraudulent instructions. Neither
the Fund nor the Transfer Agent will be liable for following
instructions reasonably believed to be genuine.
During times
of drastic economic or market conditions, you may experience
difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Series shares. In such
cases, you should consider using the other redemption procedures
described herein. Use of these other redemption procedures may
result in your redemption request being processed at a later
time than it would have been if telephone redemption had been
used.
Regular Redemption - Under the regular redemption
procedure, you may redeem shares by written request mailed to
The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode
Island 02940-9671. Redemption requests may be delivered in
person only to a Dreyfus Financial Center. These requests will
be forwarded to the Fund and will be processed only upon receipt
thereby. For the location of the nearest Dreyfus Financial
Center, please call one of the telephone numbers listed under
"General Information." Redemption requests must be signed by
each shareholder, including each owner of a joint account, and
each signature must be guaranteed. The Transfer Agent has
adopted standards and procedures pursuant to which
signature-guarantees in proper form generally will be accepted
from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations,
clearing agencies and savings associations, as well as those
participants in the New York Stock Exchange Medallion Signature
Program, the Securities Transfer Agents Medallion Program
("STAMP") and the Stock Exchanges Medallion Program. If you have
any questions with respect to signature-guarantees, please call
one of the telephone numbers listed under "General
Information."
Redemption proceeds of at least $1,000 will be
wired to any member bank of the Federal Reserve System in
accordance with a written signature-guaranteed request.
Check Redemption Privilege - You may request on the Account
Application, Shareholder Services Form or by later written
request that the Fund provide Redemption Checks drawn on the
Series' account. Redemption Checks may be made payable to the
order of any person in the amount of $500 or more. Redemption
Checks should not be used to close your account. The Redemption
Checks are free, but the Transfer Agent will impose a fee for
stopping payment of a Redemption Check upon your request or if
the Transfer Agent cannot honor a Redemption Check because of
insufficient funds or other valid reason. Shares for which
certificates have been issued may not be redeemed by Redemption
Check. You should date your Redemption Checks with the current
date when you write them. Please do not post-date your
Redemption Check. If you do, the Transfer Agent will honor, upon
presentment, even if presented before the date of the check, all
post-dated Redemption Checks which are dated within six months
of presentment for payment, if they are otherwise in good order.
Shares of the Series held under Keogh Plans, IRAs or other
retirement plans are not eligible for this Privilege. This
Privilege may be modified or terminated at any time by the Fund
or the Transfer Agent upon notice to shareholders.
Wire Redemption Privilege - You may request by wire or telephone
that
redemption proceeds (minimum $1,000 ) be wired to your account
at a bank which is a member of the Federal Reserve System, or a
correspondent bank if your bank is not a member. To establish
the Wire Redemption Privilege, you must check the appropriate
box and supply the necessary information on the Fund's Account
Application or file a Shareholder Services Form with the
Transfer Agent. You may direct that redemption proceeds be paid
by check (maximum $150,000 per day) made out to the owners of
record and mailed to your address. Redemption proceeds of less
than $1,000 will be paid automatically by check. Holders of
jointly registered Fund or bank accounts may have redemption
proceeds of not more than $250,000 wired within any 30-day
period. You may telephone redemption requests by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. You also may telephone redemption requests by
calling the Los Angeles office of the Distributor or its
designee at 1-213-380-0010. The Fund reserves the right to
refuse any redemption request, including requests made shortly
after a change of address, and may limit the amount involved or
the number of such requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth
instructions for transmitting redemption requests by wire.
Shares of the Series held under Keogh Plans, IRAs or other
retirement plans, and shares for which certificates have been
issued, are not eligible for this Privilege.
Telephone Redemption Privilege - You may redeem shares of the
Series (maximum
$150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed
a Shareholder Services Form with the Transfer Agent. The
redemption proceeds will be paid by check and mailed to your
address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. You also may telephone redemption requests by
calling the Los Angeles office of the Distributor or its
designee at 1-213-380-0010. The Fund reserves the right to
refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount
involved or the number of telephone redemption requests. This
Privilege may be modified or terminated at any time by the
Transfer Agent or the Fund. Shares of the Series held under
Keogh Plans, IRAs or other retirement plans, and shares for
which certificates have been issued, are not eligible for this
Privilege.
Dreyfus TeleTransfer Privilege - You may redeem shares
of the Series (minimum $500 per day) by telephone if you have
checked the appropriate box and supplied the necessary
information on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The proceeds
will be transferred between your Fund account and the bank
account designated in one of these documents. Only a bank
account maintained in a domestic financial institution which is
an Automated Clearing House member may be so designated.
Redemption proceeds will be on deposit in your account at an
Automated Clearing House member bank ordinarily two days after
receipt of the redemption request or, at your request, paid by
check (maximum $150,000 per day) and mailed to your address.
Holders of jointly registered Fund or bank accounts may redeem
through the Dreyfus TeleTransfer Privilege for transfer to their
bank account not more than $250,000 within any 30-day period.
The Fund reserves the right to refuse any request made by
telephone, including requests made shortly after a change of
address, and may limit the amount involved or the number of such
requests. The Fund may modify or terminate this Privilege at any
time or charge a service fee upon notice to shareholders. No
such fee is currently contemplated.
If you have selected the
Dreyfus TeleTransfer Privilege, you may request a Dreyfus
TeleTransfer redemption of Series shares by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. Shares of the Series held under Keogh Plans,
IRAs or other retirement plans, and shares issued in certificate
form, are not eligible for this Privilege.
Shareholder Services Plan
The Fund has adopted a Shareholder Services Plan pursuant
to which the Fund reimburses Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, an amount
not to exceed an annual rate of .25 of 1% of the value of the
Series' average daily net assets for certain allocated expenses
of providing personal services and/or maintaining shareholder
accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of
shareholder accounts.
Dividends, Distributions and Taxes
The Fund ordinarily declares dividends from the Series' net
investment income on each day the New York Stock Exchange is
open for business. Dividends usually are paid on the last
business day of each month, and are automatically reinvested in
additional shares of the Series at net asset value or, at your
option, paid in cash. The Series' earnings for Saturdays,
Sundays and holidays are declared as dividends on the preceding
business day. If you redeem all shares in your account at any
time during the month, all dividends to which you are entitled
are paid to you along with the proceeds of the redemption.
Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may
make distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), in all events in a manner consistent
with the provisions of the Investment Company Act of 1940. The
Fund will not make distributions from net realized securities
gains unless capital loss carryovers, if any, have been utilized
or have expired. You may choose whether to receive distributions
in cash or to reinvest in additional shares of the Series at net
asset value. All expenses are accrued daily and deducted before
declaration of dividends to investors.
Dividends derived from
net investment income, together with distributions from any net
realized short-term securities gains of the Series and all or a
portion of any gains realized from the sale or other disposition
of certain market discount bonds, paid by the Series will be
taxable to U.S. shareholders as ordinary income whether received
in cash or reinvested in additional shares of the Series. No
dividend paid by the Fund will qualify for the dividends
received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains of
the Series will be taxable as long-term capital gains,
regardless of how long shareholders have held their Series'
shares and whether such distributions are received in cash or
reinvested in additional Series' shares. The Code provides that
the net capital gain of an individual generally will not be
subject to Federal income tax at a rate in excess of 28%.
Dividends and distributions may be subject to certain state and
local taxes.
Dividends derived from net investment income,
together with distributions from net realized short-term
securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds,
paid by the Series to a foreign investor generally are subject
to U.S. nonresident withholding taxes at the rate of 30%, unless
the foreign investor claims the benefit of a lower rate
specified in a tax treaty. Distributions from net realized
long-term securities gains paid by the Series to a foreign
investor generally will not be subject to U.S. nonresident
withholding tax. However, such distributions may be subject to
backup withholding, as described below, unless the foreign
investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and
distributions will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as to income dividends and distributions from
securities gains, if any, paid during the year. Dividends and
distributions attributable to interest from direct obligations of
the United States and paid by the Series to individuals currently
are not subject to tax in most states. Dividends and
distributions attributable to
interest from other securities in which the Series may invest
may be subject to state tax. The Fund intends to provide
shareholders with a statement which sets forth the percentage of
dividends and distributions paid by the Series that is
attributable to interest income from direct obligations of the
United States.
Federal regulations generally require the Series
to withhold ("backup withholding") and remit to the U.S.
Treasury 31% of dividends and distributions from net realized
securities gains paid to a shareholder if such shareholder fails
to certify either that the TIN furnished in connection with
opening an account is correct, or that such shareholder has not
received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable
dividend or interest income on a Federal income tax return.
Furthermore, the IRS may notify the Series to institute backup
withholding if the IRS determines a shareholder's TIN is
incorrect or if a shareholder has failed to properly report
taxable dividend and interest income on a Federal income tax
return.
TIN is either the Social Security number or employer
identification number of the record owner of the account. Any
tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.
Management believes that the
Series has qualified for the fiscal year ended December 31, 1994
as a "regulated investment company" under the Code. The Series
intends to continue to so qualify, if such qualification is in
the best interests of its shareholders. Such qualification
relieves the Series of any liability for Federal income taxes to
the extent its earnings are distributed in accordance with
applicable provisions of the Code. The Series is subject to a
nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital
gains, if any.
You should consult your tax adviser regarding
specific questions as to Federal, state or local taxes.
General Information
The Fund was incorporated under Maryland law on
December 30, 1974 and began offering shares of the Money Market
Series on April 28, 1975. On April 23, 1979, shareholders of the
Fund authorized the issuance and sale of shares of the Series.
The Fund is authorized to issue 15 billion shares of Common
Stock (10 billion in the Series and 5 billion in the Money
Market Series), par value $.01 per share. Each share has one
vote.
To date, two series of shares have been authorized.
All consideration received by the Fund for shares of one of the
series and all assets in which such consideration is invested,
belong to that series (subject only to the rights of creditors
of the Fund) and will be subject to the liabilities related
thereto. The income attributable to, and the expenses of, one
series are treated separately from those of the other series.
Rule 18f-2 under the Investment Company Act of 1940 provides
that any matter required to be submitted under the provisions of
the Investment Company Act of 1940 or applicable state law or
otherwise, to the holders of the outstanding voting securities
of an investment company such as the Fund 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 directors from the separate voting requirements of
the Rule.
Unless otherwise required by the Investment Company
Act of 1940, ordinarily it will not be necessary for the Fund to
hold annual meetings of shareholders. As a result, Fund
shareholders may not consider each year the election of
Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a
Director from office and the holders of at least 25% of such
shares may require the Fund to hold a special meeting of
shareholders for any other purpose. Fund shareholders may remove
a Director by the affirmative vote of a majority of the Fund's
outstanding voting shares. In addition, the Board of Directors
will call a meeting of shareholders for the purpose of electing
Directors if, at any time, less than a majority of the Directors
then holding office have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and
sends you confirmations and statements of your account.
Shareholder inquiries may be made by writing to the Fund at
144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling
toll free 1-800-645-6561. In New York City, call 1-718-895-1206;
on Long Island, call 794-5452.
No person has been authorized
to give any information or to make any representations other
than those contained in this Prospectus and in the Fund's
official sales literature in connection with the offer of the
Fund's shares, and, if given or made, such other information or
representations must not be relied upon as having been
authorized by the Fund. This Prospectus does not constitute an
offer in any State in which, or to any person to whom, such
offering may not lawfully be made.
<PAGE>
Government
Securities Series
Dreyfus Money Market Instruments, Inc.
Prospectus
<PAGE>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 1, 1995
This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with
the current Prospectus of Dreyfus Money Market
Instruments, Inc. (the "Fund"), dated May 1, 1995, or the current
Prospectus of the Government Securities Series of the Fund, dated
May 1, 1995, depending on your investment, as each may be revised
from time to time. To obtain a copy of either
Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following
numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5452
The Dreyfus Corporation ("the Manager") serves as the
Fund's investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is
the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . .B-2
Management of the Fund. . . . . . . . . . . . . . . . . . .B-5
Management Agreement. . . . . . . . . . . . . . . . . . . .B-9
Shareholder Services Plan . . . . . . . . . . . . . . . . .B-11
Purchase of Fund Shares . . . . . . . . . . . . . . . . . .B-11
Redemption of Fund Shares . . . . . . . . . . . . . . . . .B-13
Shareholder Services. . . . . . . . . . . . . . . . . . . .B-15
Portfolio Transactions. . . . . . . . . . . . . . . . . . .B-18
Determination of Net Asset Value. . . . . . . . . . . . . .B-19
Dividends, Distributions and Taxes. . . . . . . . . . . . .B-20
Yield Information . . . . . . . . . . . . . . . . . . . . .B-20
Information About the Fund. . . . . . . . . . . . . . . . .B-20
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . .B-21
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . .B-22
Financial Statements. . . . . . . . . . . . . . . . . . . .B-25
Report of Independent Auditors. . . . . . . . . . . . . . .B-33
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"DESCRIPTION OF THE FUND" OR THE SECTION IN THE GOVERNMENT
SECURITIES SERIES' PROSPECTUS ENTITLED "DESCRIPTION OF THE FUND
AND SERIES."
PORTFOLIO SECURITIES. (Money Market Series only.)
Domestic commercial banks organized under Federal law are
supervised and examined by the Comptroller of the
Currency and are required to be members of the Federal Reserve
System and to have their deposits insured by the Federal Deposit
Insurance Corporation (the "FDIC"). Domestic banks organized
under state law are supervised and examined by state banking
authorities but are members of the Federal Reserve System only if
they elect to join. In addition, state banks whose certificates
of deposit ("CDs") may be purchased by the Fund
are insured by the FDIC (although such insurance may not be of
material benefit to the Fund, depending upon 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 and state laws and regulations,
domestic banks are, among other things, required to maintain
specified levels of reserves, limited in the amounts
which they can loan to a single borrower and subject to other
regulations designed to promote financial soundness. However,
not all of such laws and regulations apply to the
foreign branches of domestic banks.
Obligations of foreign branches of domestic banks, foreign
subsidiaries of domestic banks and domestic and foreign branches
of foreign banks, such as CDs and time deposits ("TDs"), may be
general obligations of the parent banks in addition to the
issuing branches 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 as 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 these foreign
banks may be general obligations of the parent banks in addition
to the issuing branches, 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, Dreyfus carefully evaluates such investments on a
case-by-case basis.
INVESTMENT RESTRICTIONS. The Fund has adopted investment
restrictions numbered 1 through 10, with respect to each series,
and investment restrictions numbered 12 and
13, with respect to the Money Market Series only, as fundamental
policies. Fundamental policies cannot be changed, as to either
series, without approval by the holders of a
majority (as defined in the Investment Company Act of 1940 (the
"Act")) of the outstanding voting shares of such series.
Investment restriction number 11 in not a
fundamental policy and may be changed, as to either series, by
vote of a majority of the Fund's Directors at any time. Neither
series may:
1. Purchase common stocks, preferred stocks, warrants,
other equity securities, corporate bonds or debentures, state
bonds, municipal bonds or industrial revenue bonds.
2. Borrow money, except from banks for temporary or
emergency (not leveraging) purposes, in an amount up to 15% of
the value of a series' total assets of (including the amount
borrowed) based on the lesser of cost or market, less liabilities
(not including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the value of the series'
total assets, the series will not make any additional
investments.
3. Pledge, hypothecate, mortgage or otherwise encumber
its assets except in an amount up to 15% of the value of its
total assets but only to secure borrowings for temporary or
emergency purposes.
4. Sell securities short or purchase securities on
margin.
5. Write or purchase put or call options.
6. Underwrite the securities of other issuers.
7. Purchase or sell real estate, real estate investment
trust securities, commodities, or oil and gas interests.
8. Make loans to others, except through the purchase of
debt obligations and through repurchase agreements referred to in
each Prospectus and in this Statement of Additional Information.
However, the Government Securities Series may lend securities
to brokers, dealers and other institutional investors, but only
when the borrower deposits collateral consisting of cash or U.S.
Treasury securities with the Government Securities
Series and agrees to maintain such collateral so that it amounts
at all times to at least 100% of the value of the securities
loaned. Such loans will not be made if, as a result,
the aggregate value of the securities loaned exceeds 20% of the
value of the Government Securities Series' total assets.
9. Invest in companies for the purpose of exercising
control.
10. Invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation
or acquisition of assets.
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 series' net assets would be so
invested.
The following investment restrictions numbered 12 and 13,
which are fundamental polices, apply only to the Money Market
Series. The Money Market Series may not:
12. Invest more than 15% of its assets in the obligations
of any one bank, or invest more than 5% of its assets in the
commercial paper of any one issuer. Notwithstanding the
foregoing, to the extent required by the rules of the Securities
and Exchange Commission, the Money Market Series will not invest
more than 5% of its assets in the obligations of any one bank.
13. Invest less than 25% of its assets in obligations
issued by banks or invest more than 25% of its assets 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, if
at some future date available yields on bank securities are
significantly lower than yields on other securities in which the
Money Market Series may invest, the Money Market
Series may invest less than 25% of its assets in bank
obligations.
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 such restriction.
The Fund may make commitments more restrictive than the
restrictions listed above so as to permit the sale of Fund shares
in certain states. Should the Fund determine that a commitment
is no longer in the best interests of a series and its
shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of such series' shares in the
state involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below. Each Director
who is deemed to be an "interested person" of the Fund, as
defined in the Act, is indicated by an asterisk.
DIRECTORS OF THE FUND
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995,
Mr. DiMartino has served as Chairman of the Board of
various funds in the Dreyfus Family of Funds. For more
than five years prior thereto, he was President and a
director and, until August 1994, Chief Operating Officer of
the Manager and Executive Vice President and a director of
Dreyfus Service Corporation, a wholly-owned subsidiary of
the Manager and, until August 1994, the Fund's distributor.
From August 1994 to December 1994, he was a director of
Mellon Bank Corporation. Mr. DiMartino is a director and
former Treasurer of The Muscular Dystrophy Association; a
trustee of Bucknell University; and a director of the Noel
Group, Inc. He is also a Board member of 91 other funds in
the Dreyfus Family of Funds. Mr. DiMartino is 51 years old
and his address is 200 Park Avenue, New York, New York
10166.
*DAVID P. FELDMAN, Director. Corporate Vice
President--Investment Management of AT&T. He is also a
trustee of Corporate Property Investors, a real estate
investment company. He is also a Board member of 37 other
funds in the Dreyfus Family of Funds. Mr. Feldman is 55
years old and his address is One Oak Way, Berkeley Heights,
New Jersey 07922.
JOHN M. FRASER, JR., Director. President of Fraser Associates, a
service company for planning and arranging corporate
meetings and other events. From September 1975 to June
1978, he was Executive Vice President of Flagship
Cruises, Ltd. Prior thereto, he was Senior Vice President
and Resident Director of the Swedish-American Line for the
United States and Canada. He is also a Board member of 14
other funds in the Dreyfus Family of Funds. Mr. Fraser is
73 years old and his address is 133 East 64th Street, New
York, New York 10021.
ROBERT R. GLAUBER, Director. Research Fellow, Center for
Business and Government at the John F. Kennedy School of
Government, Harvard University since January 1992. He was
Under Secretary of the Treasury for Finance at the
U.S. Treasury Department from May 1989 to January 1992.
For more than five years prior thereto, he was a Professor
of Finance at the Graduate School of Business
Administration of Harvard University and, from 1985 to
1989, Chairman of its Advanced Management Program. He is
also a Board member of 20 other funds in the Dreyfus Family
of Funds. Mr. Glauber is 56 years old and his
address is 79 John F. Kennedy Street, Cambridge,
Massachusetts 02138.
JAMES F. HENRY, Director. President of the Center for Public
Resources, a non-profit organization principally engaged in
the development of alternatives to business litigation. He
was of counsel to the law firm of Lovejoy, Wasson &
Ashton from October 1975 to December 1976 and from October
1979 to June 1983, and was a partner of that firm from
January 1977 to September 1979. He was President and a
director of the Edna McConnell Clark Foundation, a
philanthropic organization from September 1971 to December
1976. He is also a Board member of 10 other funds in the
Dreyfus Family of Funds. Mr. Henry is 64 years old and his
address is c/o Center for Public Resources, 366 Madison
Avenue, New York, New York 10017.
ROSALIND GERSTEN JACOBS, Director. Director of Merchandise and
Marketing, Corporate Property Investors, a real estate
investment company. From 1974 to 1976, she was owner and
manager of a merchandise and marketing consulting
firm. Prior to 1974, she was a Vice President of Macy's,
New York. She is also a Board member of 20 other funds in
the Dreyfus Family of Funds. Mrs. Jacobs is
69 years old and her address is c/o Corporate Property
Investors, 305 East 47th Street, New York, New York 10017.
IRVING KRISTOL, Director. John M. Olin Distinguished Fellow of
the American Enterprise Institute for Public Policy
Research, co-editor of The Public Interest
magazine, and an author or co-editor of several books.
From May 1981 to December 1994, he was consultant to the
Manager on economic matters; from
1969 to 1988, he was Professor of Social Thought at the
Graduate School of Business Administration, New York
University; from September 1969 to August
1979, he was Henry R. Luce Professor of Urban Values at New
York University; from 1975 to 1990, he was a director of
Lincoln National Corporation, an insurance company; and
from 1977 to 1990, he was a director of Warner-Lambert
Company, a pharmaceutical and consumer products company.
He is also a Board member of 10 other funds in the Dreyfus
Family of Funds. Mr. Kristol is 75 years old and his
address is c/o The Public Interest, 1112 16th Street, N.W.,
Suite 530, Washington, D.C. 20036.
DR. PAUL A. MARKS, Director. President and Chief Executive
Officer of Memorial Sloan-Kettering Cancer Center. He was
Vice President for Health Sciences and director of the
Cancer Center at Columbia University from 1973 to 1980, and
Professor of Medicine and of Human Genetics and Development
at Columbia University from 1968 to 1982. From 1976 to
1991, he was a director of Charles H. Revson Foundation;
and from 1992 to 1993, he was a director of Biotechnology
General, Inc. a biotechnology company. He is also a
director of Pfizer, Inc., a pharmaceutical company, Life
Technologies, Inc., a life science company providing
products for cell and molecular biology and microbiology,
National Health Laboratories, a national clinical
diagnostic laboratory, and Tulerik, Inc., a
biotechnology company. He is also a Board member of 10
other funds in the Dreyfus Family of Funds. Dr. Marks is
68 years old and his address is c/o
Memorial Sloan-Kettering Cancer Center, 1275 York Avenue,
New York, New York 10021.
DR. MARTIN PERETZ, Director. Editor-in-Chief of The New Republic
magazine and a lecturer in Social Studies at Harvard
University where he has been a member of
the faculty since 1965. He is a trustee of The Center for
Blood Research at the Harvard Medical School and a director
of Leukosite Inc., a biopharmaceutical company. From 1988
to 1989, he was a director of Bank of Leumi Trust
Company of New York; and from 1988 to 1991, he was a
director of Carmel Container Corporation. He is also a
Board member of 10 other funds in the Dreyfus Family of
Funds. Dr. Peretz is 55 years old and his address is c/o
The New Republic, 1220 19th Street, N.W., Washington, D.C.
20036.
BERT W. WASSERMAN, Director. Executive Vice President and Chief
Financial Officer since January 1990, and a director from
January 1990 to March 1993 of Time Warner Inc. From 1981
to 1990, he was President and a director of Warner
Communications Inc. He is also a member of the Chemical
Bank National Advisory Board. He is also a Board member of
10 other funds in the Dreyfus Family of Funds. Mr.
Wasserman is 62 years old and his address is c/o Time
Warner Inc., 75 Rockefeller Plaza, New York, New York
10019.
The Fund typically pays its Directors an annual retainer
and a per meeting fee and reimburses them for their expenses.
The Chairman of the Board receives an additional 25% of such
compensation. For the fiscal year ended December 31, 1994, the
aggregate amount of compensation to each Director by the Fund and
all other funds in the Dreyfus Family of Funds for which such
person is a Board member are as follows:
<TABLE>
<CAPTION>
(5)
(3) Total
(2) Pension or (4) Compensation from
(1) Aggregate Retirement Benefits Estimated Annual Fund and Fund
Name of Board Compensation from Accrued as Part of Benefits Upon Complex Paid to
Member Fund Fund's Expenses Retirement Board Members
<S> <C> <C> <C> <C>
Joseph S. DiMartino** $ none none $
David P. Feldman $ 797 none none $85,631
John M. Fraser, Jr. $6,500 none none $46,766
Robert R. Glauber $6,500 none none $79,696
James F. Henry $6,500 none none $44,946
Rosalind Gersten Jacobs $6,500 none none $57,638
Irving Kristol $6,500 none none $44,946
Dr. Paul A. Marks $6,500 none none $44,946
Dr. Martin Peretz $6,500 none none $44,946
Bert W. Wasserman $6,500 none None $40,720
_______________________
</TABLE>
* Amount does not include reimbursed expenses for attending
Board meeting, which amended to $_____ for all
Directors as a group.
** Estimated amounts for current fiscal year ending December
31, 1995.
For as long as the Fund's plan described in the section
captioned "Shareholder Services Plan" remains in effect, the
Directors of the Fund who are not "interested persons" of the
Fund, as defined in the Act, will be selected and nominated by
the Directors who are not "interested persons" of the Fund.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief
Operating Officer of the Distributor and an officer of
other investment companies advised or administered by the
Manager. From December 1991 to July 1994, she was
President and Chief Compliance Officer of Funds
Distributor, Inc., a wholly-owned subsidiary of The Boston
Company, Inc. Prior to December 1991, she served as Vice
President and Controller, and later as Senior Vice
President, of The Boston Company Advisors, Inc. She is 37
years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice
President and General Counsel of the Distributor and an
officer of other investment companies advised or
administered by the Manager. From February 1992 to July
1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as
an Associate at Ropes & Gray, and prior to August 1990, he
was employed as an Associate at Sidley & Austin. He is 30
years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior
Vice President of the Distributor and an officer of other
investment companies advised or administered by the
Manager. From 1988 to August 1994, he was Manager of the
High Performance Fabric Division of Springs Industries Inc.
He is 33 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary.
Associate General Counsel of the Distributor and an officer
of other investment companies advised or administered by
the Manager. From September 1992 to August 1994, he was
an attorney with the Board of Governors of the Federal
Reserve System. He is 30 years old.
JOSEPH S. TOWER, III, Assistant Treasurer. Senior Vice
President, Treasurer and Chief Financial Officer of the
Distributor and an officer of other investment
companies advised or administered by the Manager. From
July 1988 to August 1994, he was employed by The Boston
Company, Inc. where he held various management positions in
the Corporate Finance and Treasury areas. He is 32
years old.
JOHN J. PYBURN, Assistant Treasurer. Vice President of the
Distributor and an officer of other investment companies
advised or administered by the Manager. From 1984 to July
1994, he held the position of Assistant Vice President in
the Mutual Fund Accounting Department of the Manager. He
is 59 years old.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President of
the Distributor and an officer of other investment
companies advised or administered by the Manager. From
January 1992 to July 1994, he was a Senior Legal Product
Manager, and from January 1990 to January 1992, he was a
mutual fund accountant, for The Boston Company Advisors,
Inc. He is 28 years old.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President
of the Distributor and an officer of other investment
companies advised or administered by the Manager. From
March 1992 to July 1994, she was a Compliance Officer for
The Managers Funds, a registered investment company; and
from March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts and, prior
thereto, was employed as a Research Assistant for the
Bureau of National Affairs. She is 50 years old.
The address of each officer of the Fund is 200 Park Avenue,
New York, New York 10166.
Directors and officers of the Fund, as a group, owned less
than 1% of the Fund's Common Stock outstanding on February 10,
1995.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in each Prospectus entitled
"Management of the Fund."
The Manager provides management services pursuant to the
Management Agreement (the "Agreement") dated August 24, 1994 with
the Fund. As to each series, the Agreement is subject to annual
approval by (i) the Fund's Board of Directors or (ii)
vote of a majority (as defined in the Act) of the outstanding
voting securities of such series, provided that in either event
the continuance also is approved by a majority of the
Directors who are not "interested persons" (as defined in the
Act) of the Fund or the Manager, by vote cast in person at a
meeting called for the purpose of voting on such approval. The
Board of Directors, including a majority of the Directors who are
not "interested persons" of any party to the Agreement, approved
the Agreement at a meeting held on May 24, 1994. Shareholders
approved the Agreement on August 2, 1994. As to each series, the
Agreement is terminable without penalty on 60 days' notice,
by the Fund's Board or by vote of a majority of the outstanding
voting securities of such series or, on 90 days' notice, by the
Manager. The Agreement will terminate
automatically, as to the relevant series, in the event of its
assignment (as defined in the Act).
The following persons are officers and/or directors of the
Manager: Howard Stein, Chairman of the Board and Chief Executive
Officer; W. Keith Smith, Vice Chairman of the Board; Robert E.
Riley, President, Chief Operating Officer and a
director; Lawrence S. Kash, Vice Chairman--Distribution and a
director; Philip L. Toia, Vice Chairman--Operations and
Administration; Paul H. Snyder, Vice President and
Chief Financial Officer; Daniel C. Maclean, Vice President and
General Counsel; Elie M. Genadry, Vice President--Institutional
Sales; Henry D. Gottmann, Vice President--Retail Sales and
Service; Jeffrey N. Nachman, Vice President--Mutual Fund
Accounting; Diane M. Coffey, Vice President--Corporate
Communications; Barbara E. Casey, Vice President--Retirement
Services; Katherine C. Wickham, Vice President--Human
Resources; Mark N. Jacobs, Vice President--Fund Legal and
Compliance and Secretary; Maurice Bendrihem, Controller;
and Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman,
Lawrence M. Greene, Julian M. Smerling and David B. Truman,
directors.
The Manager manages the Fund's portfolio of investments in
accordance with the stated policies of the Fund, subject to the
approval of the Fund's Board of Directors. The manager is
responsible for investment decisions, and provides the Fund with
portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The Fund's portfolio managers
are Robert P. Fort, Jr., Bernard Kiernan, Garitt Kono, and
Patricia A. Larkin. The Manager also maintains a research
department with a professional staff of portfolio managers and
securities analysts who provide research services for the Fund as
well as for other funds advised by the Manager. All
purchases and sales of securities for each series are reported
for the Board's review at the meeting subsequent to such
transactions.
All expenses incurred in the operation of the Fund are
borne by the Fund, except to the extent specifically assumed by
the Manager. The expenses borne by the Fund include: taxes,
interest, brokerage fees and commissions, if any, fees of Board
members who are not officers, directors, employees, or holders of
5% or more of the outstanding voting securities of the Manager,
Securities and Exchange Commission fees, state Blue Sky
qualification fees, advisory fees, charges of registrars and
custodians, transfer and dividend disbursing agents' fees,
outside auditing and legal expenses, costs of maintaining
the Fund's existence, all costs of insurance obtained other than
under a blanket policy covering one or more other investment
companies managed by the Manager, costs attributable to investor
services (including, allocable telephone and personnel expenses),
costs of shareholders' reports and meetings, costs of preparing
and printing prospectuses for regulatory purposes and for
distribution to existing shareholders. Expenses attributable to
a particular series are charged against the assets of that
series; other expenses of the Fund are allocated between the
series on the basis determined by the Board of Directors,
including, but not limited to, proportionately in relation to the
net assets of each series.
The Manager maintains office facilities on behalf of the
Fund and furnishes statistical and research data, clerical help,
accounting, data processing, bookkeeping and internal auditing
and certain other required services. The Manager may make such
advertising and promotional expenditures, using its own
resources, as it from time to time deems appropriate.
As compensation for the Managers' services, the Fund has
agreed to pay the Manager a monthly management fee at the annual
rate of .50 of 1% of the value of each series' average daily net
assets. All expenses are accrued daily and deducted before
declaration of dividends to investors. The management fees paid
by the Money Market Series to Dreyfus for the fiscal years ended
December 31, 1992, 1993 and 1994 amounted to $1,324,525,
$1,131,904 and $897,079, respectively. The management fees paid
by the Government Securities Series to Dreyfus for the fiscal
years ended December 31, 1992, 1993 and 1994 amounted to
$3,508,998, $2,983,841 and $2,445,817, respectively.
The Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, excluding taxes, brokerage
commissions, interest and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses,
but including the management fee, exceed 1% of the average value
of the net assets of either series for the fiscal year, the Fund
may deduct from the management fees charged to the series, or the
Manager will bear, such excess amount.
The aggregate of the fees payable to the Manager is not
subject to reduction as the value of a series' net assets
increases.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services Plan."
The Fund has adopted a Shareholder Services Plan (the
"Plan") pursuant to which the Fund reimburses Dreyfus Service
Corporation for certain allocated expenses of providing personal
services and/or maintaining shareholder accounts. The services
provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services
relating to the maintenance of shareholder accounts.
A quarterly report of the amounts expended under the Plan,
and the purposes for which such expenditures were incurred, must
be made to the Directors for their review. In addition, the Plan
provides that material amendments of the Plan must be approved
by the Board of Directors, and by the Directors who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of the
Plan by vote cast in person at a meeting called for the purpose
of considering such amendments. The Plan is subject to annual
approval by such vote of the Directors cast in person at a
meeting called for the purpose of voting on the Plan.
The Plan is terminable at any time by vote of a majority of the
Directors who are not "interested persons" and have no direct or
indirect financial interest in the operation of the Plan.
The fees paid by the Money Market Series and the Government
Securities Series pursuant to the Plan for the fiscal year ended
December 31, 1994 amounted to $192,434 and $943,532,
respectively.
PURCHASE OF FUND SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH PROSPECTUS ENTITLED "HOW TO
BUY FUND SHARES."
THE DISTRIBUTOR. The Distributor serves as the Fund's
distributor pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the other funds in
the Dreyfus Family of Funds and for certain other investment
companies.
USING FEDERAL FUNDS. The Shareholder Services Group, Inc.,
the Fund's transfer and dividend disbursing agent (the "Transfer
Agent"), or the Fund may attempt to notify the investor upon
receipt of checks drawn on banks that are not members of the
Federal Reserve System as to the possible delay in conversion
into Federal Funds and may attempt to arrange for a better means
of transmitting the money. If the investor is a customer of a
securities dealer, bank or other financial institution and his
order to purchase Fund shares is paid for other than in Federal
Funds, the securities dealer, bank or other financial
institution, acting on behalf of its customer, will complete the
conversion into, or itself advance, Federal Funds generally on
the business day following receipt of the customer order. The
order is effective only when so converted and received by the
Transfer Agent. An order for the purchase of Fund shares placed
by an investor with a sufficient Federal Funds or cash balance in
his brokerage account with a securities dealer, bank or other
financial institution will become effective on the day that
the order, including Federal Funds, is received by the Transfer
Agent.
PROCEDURES FOR MULTIPLE ACCOUNTS. The Transfer Agent will
provide each institution with a written confirmation for each
transaction in a sub-account. Duplicate confirmations may be
transmitted to the beneficial owner of the sub-account at no
additional charge. Upon receipt of funds for investments by
interbank wire, the Transfer Agent or First Interstate Bank of
California will promptly confirm the receipt of the investment by
telephone or return wire to the transmitting bank, if the
investor so requests.
The Transfer Agent also will provide each institution with
a monthly statement setting forth, for each sub-account, the
share balance, income earned for the month, income earned for the
year to date and the total current value of the account.
DREYFUS TELETRANSFER PRIVILEGE. Dreyfus TeleTransfer
purchase orders may be made between the hours of 8:00 A.M. and
4:00 P.M., New York time, on any business day that the Transfer
Agent and the New York Stock Exchange are open. Such
purchases will be credited to the shareholder's Fund account on
the next bank business day. To qualify to use Dreyfus
TeleTransfer, the initial payment for purchase of Fund
shares must be drawn on, and redemption proceeds paid to, the
same bank and account as are designated on the Account
Application or Shareholder Services Form on file. If
the proceeds of a particular redemption are to be wired to an
account at any other bank, the request must be in writing and
signature-guaranteed. See "Redemption of Fund Shares--Dreyfus
TeleTransfer Privilege."
TRANSACTIONS THROUGH SECURITIES DEALERS. Fund shares may
be purchased and redeemed through securities dealers which may
charge a nominal transaction fee for such services. Some dealers
will place the Fund's shares in an account with their firm.
Dealers also may require that the customer not take physical
delivery of stock certificates; the customer not request
redemption checks to be issued in the customer's name; fractional
shares not be purchased; monthly income distributions be taken in
cash; or other conditions. In some states, banks or other
institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.
There is no sales or service charge by the Fund or the
Distributor although investment dealers, banks and other
financial institutions may make reasonable charges to investors
for their services. The services provided and the applicable
fees are established by each dealer or other institution acting
independently of the Fund. The Fund has been given to understand
that these fees may be charged for customer services including,
but not limited to, same-day investment of client funds; same-day
access to client funds; advice to customers about the status of
their accounts, yield currently being paid or income earned to
date; provision of periodic account statements showing security
and money market positions; other services available from the
dealer, bank or other institution; and assistance with inquiries
related to their investment. Any such fees will be deducted
monthly from the investor's account, which on smaller accounts
could constitute a substantial portion of distributions. Small,
inactive, long-term accounts involving monthly service charges
may not be in the best interest of investors. Investors
should be aware that they may purchase shares of the Fund
directly from the Fund without imposition of any maintenance or
service charges, other than those already described herein.
REOPENING AN ACCOUNT. An investor may reopen an account
with a minimum investment of $100 without filing a new Account
Application during the calendar year the account is closed or
during the following calendar year, provided the information on
the old Account Application is still applicable.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "How to
Redeem Fund Shares."
CHECK REDEMPTION PRIVILEGE. An investor may indicate on
the Account Application or by later written request that the Fund
provide Redemption Checks ("Checks") drawn on the Fund's account.
Checks will be sent only to the registered owner(s) of the
account and only to the address of record. The Account
Application or later written request must be manually signed by
the registered owner(s). Checks may be made payable to the order
of any person in an amount of $500 or more. When a Check
is presented to the Transfer Agent for payment, the Transfer
Agent, as the investor's agent, will cause the Fund to redeem a
sufficient number of shares in the investor's account to cover
the amount of the Check. Dividends are earned until the Check
clears. After clearance, a copy of the Check will be returned to
the investor. Shareholders generally will be subject to the same
rules and regulations that apply to checking accounts, although
the election of this Privilege creates only a
shareholder-transfer agent relationship with the Transfer Agent.
If the amount of the Check is greater than the value of the
shares in the investor's account, the Check will be returned
marked insufficient funds. Checks should not be used to close an
account.
WIRE REDEMPTION PRIVILEGE. By using this Privilege, the
investor authorizes the Transfer Agent to act on wire or
telephone redemption instructions from any person representing
himself or herself to be the investor and reasonably believed by
the Transfer Agent to be genuine. Ordinarily, the Fund will
initiate payment for shares redeemed pursuant to this Privilege
on the same business day if the redemption request is received
by the Transfer Agent in proper form prior to 12:00 Noon, New
York time, on such day; otherwise, the Fund will initiate payment
on the next business day. Redemption proceeds will be
transferred by Federal Reserve wire only to the commercial bank
account specified by the investor on the Account Application or
Shareholder Services Form. Redemption proceeds, if wired, must
be in the amount of $1,000 or more and will be wired to the
investor's account at the bank of record designated in the
investor's file at the Transfer Agent, if the investor's bank is
a member of the Federal Reserve System, or to a correspondent
bank if the investor's bank is not a member. Fees ordinarily are
imposed by such bank and usually are borne by the investor.
Immediate notification by the correspondent bank to the
investor's bank is necessary to avoid a delay in crediting
the funds to the investor's bank account.
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 transmissions:
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 also inform the operator of the Transfer Agent's
answer back sign.
To change the commercial bank or account designated to
receive redemption proceeds, a written request must be sent to
the Transfer Agent. This request must be signed by each
shareholder, with each signature guaranteed as described below
under "Stock Certificates; Signatures."
DREYFUS TELETRANSFER PRIVILEGE. Investors should be aware
that if they have selected the Dreyfus TeleTransfer Privilege,
any request for a wire redemption will be effected as a Dreyfus
TeleTransfer transaction through the Automated Clearing House
(ACH) system unless more prompt transmittal specifically is
requested. Redemption proceeds will be on deposit in the
investor's account at an ACH member bank ordinarily two business
days after receipt of the redemption request. See "Purchase of
Fund Shares--Dreyfus TeleTransfer Privilege."
STOCK CERTIFICATES; SIGNATURES. Any certificate
representing Fund shares to be redeemed must be submitted with
the redemption request. Written redemption requests
must be signed by each shareholder, including each owner of a
joint account, and each signature must be guaranteed. Signatures
on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers, dealers,
credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings
associations, as well as from participants in the New York Stock
Exchange Medallion Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges
Medallion Program. Guarantees must be signed by an authorized
signatory of the guarantor and "Signature-Guaranteed" must appear
with the signature. The Transfer Agent may request additional
documentation from corporations, executors, administrators,
trustees or guardians, and may accept other suitable verification
arrangements from foreign investors, such as consular
verification. For more information with respect to
signature-guarantees, please call one of the telephone numbers
listed on the cover.
REDEMPTION COMMITMENT. The Fund has committed itself to
pay in cash all redemption requests by any shareholder of record,
limited in amount during any 90-day period to the lesser of
$250,000 or 1% of the value of the relevant series' 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 Board of Directors reserves the right
to make payments in whole or part in securities or other assets
of the relevant series in case of an emergency or any time a cash
distribution would impair the liquidity of such series to the
detriment of the existing shareholders. In such event, the
securities would be valued in the same manner as the series'
portfolio is valued. If the recipient sold such securities,
brokerage charges would be incurred.
SUSPENSION OF REDEMPTIONS. The right of redemption may be
suspended or the date of payment postponed (a) during any periods
when the New York Stock Exchange is closed (other than customary
weekend and holiday closings), (b) when trading in the markets
the Fund ordinarily utilizes is restricted, or when an emergency
exists as determined by the Securities and Exchange Commission so
that disposal of the Fund's investments or determination of its
net asset value is not reasonably practicable, or (c) for such
other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH PROSPECTUS ENTITLED
"SHAREHOLDER SERVICES."
FUND EXCHANGES. Shares of other funds purchased by
exchange will be purchased on the basis of relative net asset
value per share as follows:
A. Exchanges for shares of funds that are offered without
a sales load will be made without a sales load.
B. Shares of funds purchased without a sales load may be
exchanged for shares of other funds sold with a sales
load, and the applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be
exchanged without a sales load for shares of other
funds sold without a sales load.
D. Shares of funds purchased with a sales load, shares of
funds acquired by a previous exchange from shares
purchased with a sales load, and additional shares
acquired through reinvestment of dividends or
distributions of any such funds (collectively referred
to herein as "Purchased Shares") may be exchanged for
shares of other funds sold with a sales load (referred
to herein as "Offered Shares"), provided that, if the
sales load applicable to the Offered Shares exceeds
the maximum sales load that could have been imposed in
connection with the Purchased Shares (at the time the
Purchased Shares were acquired), without giving effect
to any reduced loads, the difference will be deducted.
To accomplish an exchange under item D above, shareholders
must notify the Transfer Agent of their prior ownership of fund
shares and their account number.
To request an exchange, an investor must give exchange
instructions to the Transfer Agent in writing or by telephone.
The ability to issue exchange instructions by telephone is given
to all Fund shareholders automatically, unless the investor
checks the applicable "NO" box on the Account Application,
indicating that the investor specifically refuses this privilege.
By using the Telephone Exchange Privilege, the investor
authorizes the Transfer Agent to act on telephonic instructions
from any person representing himself or herself to be 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 issued in certificate form are not eligible
for telephone exchanges.
To establish a Personal Retirement Plan by exchange, shares
of the fund being exchanged must have a value of at least the
minimum initial investment required for the fund into which the
exchange is being made. For Dreyfus-sponsored Keogh Plans, IRAs
and IRAs set up under a Simplified Employee Pension Plan
("SEP-IRAs") with only one participant, the minimum initial
investment is $750. To exchange shares held in Corporate Plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the
minimum initial investment is $100 if the plan has at least
$2,500 invested among the funds in the Dreyfus Family of Funds.
To exchange shares held in Personal Retirement Plans, the shares
exchanged must have a current value of at least $100.
DREYFUS AUTO-EXCHANGE PRIVILEGE. Dreyfus Auto-Exchange
Privilege permits an investor to purchase, in exchange for shares
of the Fund, shares of certain other funds in the Dreyfus Family
of Funds. This Privilege is available only for existing
accounts. Shares will be exchanged on the basis of relative net
asset value set forth above under "Fund Exchanges." 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 his account falls
below the amount designated to be exchanged 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 held under IRA and other retirement plans
are eligible for this Privilege. Exchanges of IRA shares may be
made between IRA accounts and from regular accounts to IRA
accounts, but not from IRA accounts to regular accounts. With
respect to all other retirement accounts, exchanges may be made
only among those accounts.
Fund Exchanges and the Dreyfus Auto-Exchange Privilege are
available to shareholders 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.
Shareholder Services Forms and prospectuses of the other
funds in the Dreyfus Family of Funds may be obtained by calling
1-800-645-6561. The Fund reserves the right to reject any
exchange request in whole or in part. The Fund Exchanges
services or the Dreyfus Auto-Exchange Privilege may be modified
or terminated at any time upon notice to shareholders.
DREYFUS DIVIDEND SWEEP PRIVILEGE. Dreyfus Dividend Sweep
Privilege allows investors to invest on the payment date their
dividends or dividends and capital gain distributions, if any,
from the Fund in shares of another fund in the Dreyfus Family of
Funds of which the investor is a shareholder. Shares of other
funds purchased pursuant to this privilege will be purchased on
the basis of relative net asset value per share as follows:
A. Dividends and distributions paid by a fund may be
invested without imposition of a sales load in shares
of other funds that are offered without a sales load.
B. Dividends and distributions paid by a fund which does
not charge a sales load may be invested in shares of
other funds sold with a sales load, and the applicable
sales load will be deducted.
C. Dividends and distributions paid by a fund which
charges a sales load may be invested in shares of
other funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales load
applicable to the Offered Shares exceeds the maximum
sales load charged by the fund from which dividends or
distributions are being swept, without giving effect
to any reduced loads, the difference will be deducted.
D. Dividends and distributions paid by a fund may be
invested in shares of other funds that impose a
contingent deferred sales charge ("CDSC") and the
applicable CDSC, if any, will be
imposed upon redemption of such shares.
CORPORATE PENSION/PROFIT-SHARING AND PERSONAL RETIREMENT
PLANS. The Government Securities Series of the Fund makes
available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan.
In addition, the Government Securities Series of the Fund makes
available Keogh Plans, IRAs, including SEP-IRAs and IRA "Rollover
Accounts," and 403(b)(7) Plans. Plan support services also are
available. Investors can obtain details on the various plans by
calling the following numbers toll free: for Keogh Plans, please
call 1-800-358-5566; for IRAs and IRA "Rollover Accounts," please
call 1-800-645-6561; for SEP-IRAs, 401(k) Salary Reduction Plans
and 403(b)(7) Plans, please call 1-800-322-7880.
Investors who wish to purchase shares of the Government
Securities Series in conjunction with a Keogh Plan, a 403(b)(7)
Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adoption of such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7)
Plans or IRAs may charge a fee, payment of which could require
the liquidation of shares. All fees charged are described in the
appropriate form.
Shares may be purchased in connection with these plans only
by direct remittance to the entity acting as custodian. Such
purchases will be effective when payments received by the
Transfer Agent are converted into Federal Funds. Purchases for
these plans may not be made in advance of receipt of funds.
The minimum initial investment for corporate plans, Payroll
Deduction Plans, 403(b)(7) Plans, and SEP-IRAs, with more than
one participant, is $2,500, with no minimum on subsequent
purchases. The minimum initial investment for Dreyfus-
sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with
only one participant, is normally $750, with no minimum on
subsequent purchases. Individuals who open an IRA also may open
a non-working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan and
the appropriate form of Custodial Agreement for further details
as to eligibility, service fees and tax implications, and should
consult a tax adviser.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased from the
issuer or from an underwriter or a market maker for the
securities. Usually no brokerage commissions are paid by the
Fund for such purchases. Purchases from underwriters of
portfolio securities include a concession paid by the issuer to
the underwriter and the purchase price paid to market makers for
the securities may include the spread between the bid and asked
price. No brokerage commissions have been paid by the Fund to
date.
Transactions are allocated to various dealers by the Fund's
portfolio managers in their best judgment. The primary
consideration is 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. Securities transactions are not directed to securities
firms in consideration of sales of Fund shares or of shares of
other funds advised by the Manager.
Research services furnished by brokers through which the
Fund effects securities transactions may be used by the Manager
in advising other funds it advises and, conversely, research
services furnished to the Manager by brokers in connection with
other funds the Manager advises may be used by the Manager in
advising the Fund. Although it is not possible to place a dollar
value on these services, it is the opinion of the Manager that
the receipt and study of such services should not reduce the
overall expenses of its research department.
DETERMINATION OF NET ASSET VALUE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH PROSPECTUS ENTITLED "HOW TO
BUY FUND SHARES."
AMORTIZED COST PRICING. The valuation of the Fund's
portfolio securities is based upon their amortized cost which
does not take into account unrealized 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 Board of Directors has established, as a particular
responsibility within the overall duty of care owed to the Fund's
investors, procedures reasonably designed to stabilize the Fund's
price per share as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of the
Fund's portfolio holdings by the Board of Directors, at such
intervals as it may deem appropriate, to determine whether the
Fund's net asset value 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 Board of
Directors.
The extent of any deviation between the Fund's net asset
value based upon available market quotations or market
equivalents and $1.00 per share based on amortized cost will be
examined by the Board of Directors. If such deviation exceeds
1/2 of 1%, the Board of Directors will consider promptly what
action, if any, will be initiated. In the event the Board of
Directors 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 per share by using available market quotations.
NEW YORK STOCK EXCHANGE AND TRANSFER AGENT CLOSINGS. The
holidays (as observed) on which the New York Stock Exchange and
the Transfer Agent are closed currently are: New Year's Day,
Presidents' Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas. In addition, the New York Stock
Exchange is closed on Good Friday.
DIVIDENDS, DISTRIBUTIONS AND TAXES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN FUND'S PROSPECTUS ENTITLED
"DIVIDENDS, DISTRIBUTIONS AND TAXES.
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain or loss. However,
all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds will be
treated as ordinary income under Section 1276 of the Internal
Revenue Code of 1986.
YIELD INFORMATION
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH PROSPECTUS ENTITLED "YIELD
INFORMATION."
For the seven-day period ended December 31, 1994, the Money
Market Series' yield was 4.95% and its effective yield was 5.07%.
For the seven-day period ended December 31, 1994, the Government
Securities Series' yield was 4.71% and its effective yield was
4.82%. 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 shareholder accounts, 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. Investors should remember that
yield is a function of the type and quality of the instruments in
the portfolio, portfolio maturity and operating expenses. An
investor's principal in the Fund is not guaranteed. See
"Determination of Net Asset Value" for a discussion of the manner
in which the Fund's price per share is determined.
INFORMATION ABOUT THE FUND
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN EACH PROSPECTUS ENTITLED "GENERAL
INFORMATION."
Each share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
non-assessable. Shares have no pre-emptive, subscription, or
conversion rights and are freely transferable.
The Fund sends annual and semi-annual financial statements
to all its shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 90 Washington Street, New York, New
York 10286, is the Fund's custodian. First Interstate Bank of
California, 707 Wilshire Boulevard, Los Angeles, California
90017, is the Fund's sub-custodian. The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Fund's transfer
and dividend disbursing agent. The Bank of New York, First
Interstate Bank of California and The Shareholder Services Group,
Inc. have no part in determining the investment policies of the
Fund or which securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New
York 10004-2696, as counsel for the Fund, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of Common Stock
being sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York
10019, independent auditors, have been selected as auditors of
the Fund.
<PAGE>
APPENDIX
Description of the two highest commercial paper, bond and
other short-and long-term rating categories assigned by Standard
& Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff &
Phelps, Credit Rating Co. ("Duff"), IBCA Limited and IBCA, Inc.
("IBCA") and Thomson BankWatch, Inc. ("BankWatch"):
Commercial Paper 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. Capacity for timely payment on issues with an A-2
designation is strong. However, the relative degree of safety is
not as high as for issues designated A-1. 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.
Issues rated Prime-2 (P-2) have a strong capacity for repayment
of short-term promissory obligations. This ordinarily will be
evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound,
will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected
by external conditions. Ample alternate liquidity is maintained.
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 Fitch-2 (Very Good Grade) is the second highest
commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the
strongest issues.
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. Paper rated Duff-2 is regarded as having good certainty
of
timely payment, good access to capital markets and sound
liquidity
factors and company fundamentals. Risk factors are small.
The designation A1 by IBCA indicates that the obligation is
supported by a very strong capacity for timely repayment. Those
obligations rated A1+ are supported by the highest capacity for
timely repayment. Obligations rated A2 are supported by a strong
capacity for timely repayment, although such capacity may be
susceptible to adverse changes in business, economic or financial
conditions.
The rating TBW-1 is the highest short-term obligation rating
assigned by BankWatch. Obligations rated RBW-1 are regarded as
having the strongest capacity for timely repayment. Obligations
rated TBW-2 are supported by a strong capacity for timely
repayment, although the degree of safety is not as high as for
issues rated TBW-1.
BOND AND LONG-TERM RATINGS
Bonds rated AAA are considered by S&P to be the highest
grade obligations and possess an extremely strong capacity to pay
principal and interest. Bonds rated AA by S&P are judged by S&P
to have a very strong capacity to pay principal and interest, and
in the majority of instances, differ only in small degree from
issues rated AAA. The rating AA may be modified by the addition
of a plus or minus sign to show relative standing within the
rating category.
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. Together with the Aaa group,
they comprise what are generally known as high-grade bonds.
Bonds
rated Aa are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuations of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat
larger. Moody's applies the numerical modifiers 1, 2 and 3 in
the Aa rating category. The modifier 1 indicates a ranking for
the security in the higher end of this rating category, the
modifier 2 indicates a mid-range ranking and the modifier 3
indicates a ranking in the lower end of the rating category.
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 AA by Fitch
are judged by Fitch to be of safety virtually beyond question and
are readily salable, whose merits are not unlike those of the AAA
class, but whose margin of safety is less strikingly broad. The
issue may be the obligation of a small company, strongly secured
but influenced as to rating by the lesser financial power of the
enterprise and more local type of market.
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. Bonds rated AA are
considered to be of high credit quality with strong protection
factors. Risk is modest but may vary slightly from time to time
because of economic conditions.
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 gradations 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, were 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 MONEY MARKET INSTRUMENTS, INC. Money Market Series
<TABLE>
<CAPTION>
Statement of Investments December 31, 1994
Principal
Negotiable Bank Certificates of Deposit-16.4% Amount Value
<S> <C> <C>
ABN-AMRO Bank NV (Yankee)
6.15% 4/5/95 $ 5,000,000 $ 5,000,256
Chase Manhattan Bank N.A. (London)
6.56% 5/1/95 8,000,000 8,000,000
Industrial Bank of Japan Ltd. (Yankee)
5.50% 1/17/95 7,000,000 7,000,000
Sumitomo Bank Ltd. (Yankee)
5.23%-6.59% 3/7/95-4/17/95 8,000,000 8,000,000
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
(cost $28,000,256) $ 28,000,256
COMMERCIAL PAPER-52.5%
AES Shady Point Inc.
5.16% 1/30/95(a) $ 8,000,000 $ 7,967,456
Ford Motor Credit Co.
6.49% 4/11/95 8,000,000 7,858,889
General Electric Capital Corp.
5.07% 4/9/95 5,000,000 4,994,467
General Motors Acceptance Corp.
5.47%-6.54% 1/27/95-4/10/95 9,000,000 8,910,208
Generale Bank Inc.
5.23% 1/12/95 5,000,000 4,992,147
Goldman Sachs Group L.P.
6.06% 1/4/95 8,000,000 7,995,967
ITT Financial Corp.
5.92%-6.13% 2/14/95-4/3/95 8,000,000 7,918,372
Lehman Brothers Holdings Inc.
5.10% 1/17/95 5,000,000 4,989,000
NYNEX Corp.
5.14% 1/9/95 3,000,000 2,996,633
Prudential Funding Corp.
5.20% 2/14/95 8,000,000 7,950,427
Sears Roebuck Acceptance Corp.
5.56% 1/13/95 9,000,000 8,983,545
Spintab AB
5.97% 3/15/95 8,000,000 7,905,100
UBS Finance (Delaware) Inc.
6.25% 1/3/95 6,000,000 5,997,916
TOTAL COMMERCIAL PAPER (cost $89,460,127) $ 89,460,127
CORPORATE NOTE-4.7%
Merrill Lynch & Co. Inc.
5.79% 4/26/95(b)
(cost $8,000,000) $ 8,000,000 $ 8,000,000
SHORT-TERM BANK NOTE-2.9%
FCC National Bank (Delaware)
5.79% 3/14/95(b)
(cost $4,999,504) $ 5,000,000 $ 4,999,504
U.S. GOVERNMENT AGENCY-2.9%
Federal National Mortgage Association,
Floating Rate Notes
5.97% 2/14/97(b)
(cost $5,000,000) $ 5,000,000 $ 5,000,000
TIME DEPOSITS-9.7%
Chemical Bank (London)
6.25% 1/3/95 $ 6,000,000 $ 6,000,000
Fleet Bank of New York N.A. (Cayman)
6.25% 1/3/95 6,000,000 6,000,000
Republic National Bank of New York (London)
5.00% 1/3/95 4,617,000 4,617,000
TOTAL TIME DEPOSITS (cost $16,617,000) $ 16,617,000
REPURCHASE AGREEMENT-10.6%
Yamaichi International America Inc.
6.10%, dated 12/30/94, due 1/3/95 in the amount of
$18,012,200 (fully collateralized by $18,300,000
U.S. Treasury Notes 4 1/8%, due 5/31/95, value
$18,198,948) (cost $18,000,000) $18,000,000 $ 18,000,000
TOTAL INVESTMENTS
(cost $170,076,887) 99.7% $170,076,887
CASH AND RECEIVABLES (NET) 3% $ 471,385
NET ASSETS 100.0% $170,548,272
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Backed by an irrevocable letter of credit
(b) Variable interest rate-subject to periodic change
See notes to financial statements
<PAGE>
DREYFUS MONEY MARKET INSTRUMENTS, INC., Government Securities
Series
<TABLE>
<CAPTION>
STATEMENT OF INVESTMENTS December 31, 1994
Annualized
Yield on
Date of Principal
U.S. Treasury Bills-40.3% Purchase Amount Value
<S> <C> <C> <C>
2/2/95 5.13% $25,000,000 $ 24,887,556
2/9/95 5.13 45,000,000 44,754,787
3/9/95 5.11 15,000,000 14,860,696
3/16/95 5.49 50,000,000 49,441,917
5/18/95 5.94 30,000,000 29,341,258
5/25/95 5.99 25,000,000 24,418,500
TOTAL U.S. TREASURY BILLS (cost
$187,704,714) $187,704,714
U.S. TREASURY NOTES-11.3%
3.875% 2/28/95
(cost $52,857,908) 5.46% $53,000,000 $ 52,857,908
REPURCHASE AGREEMENTS-43.6%
Daiwa Securities America Inc.
dated 12/30/94, due 1/3/95 in the
amount of $49,031,850 fully
collateralized by $48,980,000
U.S. Treasury Notes 4.25% to
5.50%, due from 2/15/95 to
7/31/95, value $49,594,153) 5.85% $49,000,000 $ 49,000,000
Eastbridge Capital Inc.
dated 12/30/94 due 1/3/95 in the
amount of $65,045,139 (fully
collateralized by $68,820,000
U.S. Treasury Bills, due 6/1/95,
value $67,065,395) 6.25 65,000,000 65,000,000
First Interstate Bank of California
dated 12/30/94, due 1/3/95 in the
amount of $2,959,808 (fully
collateralized by $2,900,000
U.S. Treasury Notes 11.25%, due
5/15/95, value $2,994,911) 5.50 2,958,000 2,958,000
Lehman Government Securities, Inc.
dated 12/30/94, due 1/3/95 in the
amount of $21,013,533 (fully
collateralized by $21,575,000
U.S. Treasury Notes, 3.875%, due
8/31/95, value $21,438,927) 5.80 21,000,000 21,000,000
Yamaichi International America Inc.
dated 12/30/94, due 1/3/95 in the
amount of $65,044,417 (fully
collateralized by $42,500,000
U.S. Treasury Notes 3.875% to
8.50%, due from 8/15/95 to
10/31/95 and $23,480,000 U.S.
Treasury Bills due 5/11/95, value
$65,711,495) 6.15 65,000,000 65,000,000
TOTAL REPURCHASE AGREEMENTS
(cost $202,958,000) $202,958,000
TOTAL INVESTMENTS
(cost $443,520,622) 9.52% $443,520,622
CASH AND RECEIVABLES (NET) 4.8% $ 22,434,922
NET ASSETS 100.0% $465,955,544
</TABLE>
See notes to financial statements
<PAGE>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1994
MONEY GOVERNMENT
MARKET SECURITIES
SERIES SERIES
ASSETS:
<S> <C> <C>
Investments in securities at value including repurchase
agreements of $18,000,000 and $202,958,000 for the
Money Market Series and Government Securities Series,
respectively-Note 2(a,b) $170,076,887 $443,520,622
Cash 984,096 3,175,816
Receivable for investment securities sold -- 19,999,493
Interest receivable 328,035 1,223,803
Prepaid expenses 90,148 87,602
171,479,166 468,007,336
LIABILITIES:
Due to The Dreyfus Corporation 74,987 201,548
Payable for Common Stock redeemed 704,042 1,553,939
Accrued expenses 151,865 296,305
930,894 2,051,792
NET ASSETS: $170,548,272 $465,955,544
REPRESENTED BY:
Paid-in capital $170,634,840 $465,955,724
Accumulated net realized (loss) on investments (86,568) (180)
NET ASSETS, at value $170,548,272 $465,955,544
Shares of Common Stock outstanding
Money Market Series
(5 billion shares of $.01 par value Common
Stock authorized) 170,618,340
Government Securities Series
(10 billion shares of $.01 par value Common
Stock authorized 465,955,724
NET ASSET VALUE, offering and redemption price per share:
Money Market Series
($170,548,272 - 170,618,340 shares) $1.00
Government Securities Series
($465,955,544 - 465,955,724 shares) $1.00
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994
MONEY GOVERNMENT
MARKET SECURITIES
SERIES SERIES
INVESTMENT INCOME:
<S> <C> <C>
INTEREST INCOME $7,594,678 $20,140,443
EXPENSES-Note 2(c):
Management fee-Note 3(a) $ 897,079 $ 2,445,817
Shareholder servicing costs-Note 3(b) 492,032 1,519,999
Custodian fees 55,743 153,016
Registration fees 36,822 32,853
Professional fees 23,229 59,886
Directors fees and expenses-Note 3(c) 15,711 38,190
Prospectus and shareholders reports 14,120 33,315
Miscellaneous 44,543 15,685
TOTAL EXPENSES 1,579,279 4,298,761
INVESTMENT INCOME-NET 6,015,399 15,841,682
NET REALIZED GAIN ON INVESTMENTS-Note 2(b) 1,315 13,961
NET INCREASE NET ASSETS RESULTING FROM OPERATIONS $6,016,714 $15,855,643
</TABLE>
See notes to financial statements.
<PAGE>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Money Market Series Government Securities Series
Year Ended December 31, Year Ended December 31,
1993 1994 1993 1994
OPERATIONS:
<S> <C> <C> <C> <C>
Investment income-net $ 5,921,106 $ 6,015,399 $ 14,694,969 $ 15,841,682
Net realized gain (loss) on investments 94,804 1,315 (10,529) 13,961
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 6,015,910 6,016,714 14,684,440 15,855,643
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net (5,921,106) (6,015,399) (14,694,969) (15,841,682)
CAPITAL STOCK TRANSACTIONS
($1.00 per share):
Net proceeds from shares sold 624,141,627 363,712,784 1,782,974,645 1,082,467,060
Dividends reinvested 5,049,904 4,481,890 11,950,476 12,253,115
Cost of shares redeemed (664,076,108) (405,184,351) (1,931,767,024) (1,149,487,078)
(DECREASE) IN NET ASSETS FROM CAPITAL
STOCK TRANSACTIONS (34,884,577) (36,989,677) (136,841,903) (54,766,903)
TOTAL (DECREASE) IN NET ASSETS (34,789,773) (36,988,362) (136,852,432) (54,752,942)
NET ASSETS:
Beginning of year 242,326,407 207,536,634 657,560,918 520,708,486
End of year $ 207,536,634 $ 170,548,272 $ 520,708,486 $ 465,955,544
</TABLE>
See notes to financial statements.
<PAGE>
DREYFUS MONEY MARKET INSTRUMENTS, INC. MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus dated
May 1, 1995.
See notes to financial statements.
<PAGE>
DREYFUS MONEY MARKET INSTRUMENTS, INC. GOVERNMENT SECURITIES
SERIES
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus dated
May 1, 1995.
See notes to financial statements.
<PAGE>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--GENERAL:
The Fund is registered under the Investment Company Act of
1940 ("Act") as a diversified open-end management investment
company and operates as a series company issuing two classes of
Common Stock: the Money Market Series and the Government
Securities Series. The Fund accounts separately for the assets,
liabilities and operations of each series. Dreyfus Service
Corporation, until August 24, 1994, acted as the exclusive
distributor of the Fund's shares, which are sold to the public
without a sales charge. Dreyfus Service Corporation is a
wholly-owned subsidiary of The Dreyfus Corporation ("Manager").
Effective August 24, 1994, the Manager became a direct subsidiary
of Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The
Distributor, located at One Exchange Place, Boston, Massachusetts
02109, is a wholly-owned subsidiary of Institutional
Administration Services, Inc., a provider of mutual fund
administration services, the parent company of which is Boston
Institutional Group, Inc.
It is the Fund's policy to maintain a continuous net asset
value per share of $1.00 for each series; the Fund has adopted
certain investment, portfolio valuation and dividend and
distribution policies to enable it to do so. There is no
assurance, however, that the Fund will be able to maintain a
stable net asset value of $1.00.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES:
(A) PORTFOLIO VALUATION: Investments are valued at amortized
cost, which has been determined by the Fund's Board of Directors
to represent the fair value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain
and loss from securities transactions are recorded on the
identified cost basis. Interest income is recognized on the
accrual basis. Cost of investments represents amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Fund's Manager,
subject to the seller's agreement to repurchase and the Fund's
agreement to resell such securities at a mutually agreed upon
price. Securities purchased subject to repurchase agreements are
deposited with the Fund's custodians and, pursuant to the terms
of the repurchase agreement, must have an aggregate market value
greater than or equal to the repurchase price plus accrued
interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued
interest, the Fund will require the seller to deposit additional
collateral by the next business day. If the request for
additional collateral is not met, or the seller defaults on its
repurchase obligation, the Fund maintains the right to sell the
underlying securities at market value and may claim any resulting
loss against the seller.
(C) EXPENSES: Expenses directly attributable to each series
are charged to that series' operations; expenses which are
applicable to both series are allocated between them.
(D) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund,
with respect to both series, to declare dividends from investment
income-net on each business day; such dividends are paid monthly.
Dividends from net realized capital gain, with respect to both
series, are normally declared and paid annually, but each series
may make distributions on a more frequent basis to comply with
the distribution requirements of the Internal Revenue Code.
However, to the extent that a net realized capital gain of either
series can be reduced by a capital loss carryover of that series,
such gain will not be distributed.
(E) FEDERAL INCOME TAXES: It is the policy of each series to
continue to qualify as a regulated investment company, if such
qualification is in the best interests of its shareholders, by
complying with the applicable provisions of the Internal Revenue
Code, and to make distributions of taxable income sufficient to
relieve it from substantially all Federal income and excise
taxes.
The Money Market Series has an unused capital loss carryover
of approximately $87,000 available for Federal income tax
purposes to be applied against future net securities profits, if
any, realized subsequent to December 31, 1994. If not applied,
the carryover expires in 1995.
The Government Securities Series has an unused capital loss
carryover of $7,971 available for Federal income tax purposes to
be applied against future net securities profits, if any,
realized subsequent to December 31, 1994. If not applied, $3,612
of the carryover expires in 2000 and $4,359 expires in 2001.
At December 31, 1994, the cost of investments of each series
for Federal income tax purposes was substantially the same as the
cost for financial reporting purposes (see the Statement of
Investments).
NOTE 3--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee for each series is computed at the
annual rate of .50 of 1% of the average daily value of the net
assets of each series and is payable monthly.
The Agreement provides for an expense reimbursement from the
Manager should the aggregate expenses of either series, exclusive
of taxes, interest on borrowings, brokerage commissions and
extraordinary expenses, exceed 1% of the average daily value of
such series' net assets for any full year. No expense
reimbursement was required pursuant to the Agreement for the year
ended December 31, 1994.
(B) Pursuant to the Fund's Shareholder Services Plan, the
Fund reimburses Dreyfus Service Corporation an amount not to
exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for servicing shareholder accounts. The
services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information,
and services related to the maintenance of shareholder accounts.
During the year ended December 31, 1994, the Money Market Series
and the Government Securities Series were charged an aggregate of
$192,434 and $943,532, respectively, pursuant to the Shareholder
Services Plan.
(C) Prior to August 24, 1994, certain officers and directors
of the Fund were "affiliated persons," as defined in the Act, of
the Manager and/or Dreyfus Service Corporation. Each director who
is not an "affiliated person" receives from the Fund an annual
fee of $4,500 and an attendance fee of $500 per meeting.
<PAGE>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS MONEY MARKET INSTRUMENTS, INC.
We have audited the accompanying statement of assets and
liabilities, including the statement of investments, of Dreyfus
Money Market Instruments, Inc. (comprising, respectively, the
Money Market Series and the Government Securities Series), as of
December 31, 1994, and the related statement of operations for
the year then ended, the statement of changes in net assets for
each of the two years in the period then ended, and financial
highlights for each of the years indicated therein. These
financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements and financial highlights are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned as of December 31, 1994 by correspondence with
the custodians and others. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of each of the respective series
constituting Dreyfus Money Market Instruments, Inc. at December
31, 1994, the results of their operations for the year then
ended, the changes in their net assets for each of the two years
in the period then ended, and the financial highlights for each
of the indicated years, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
New York, New York
February 7, 1995
<PAGE>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for each of the
ten years in
the period ended December 31, 1994.
Included in Part B of the Registration Statement:
Statement of Investments--December 31, 1994.
Statement of Assets and Liabilities--December
31, 1994.
Statement of Operations--year ended December
31, 1994.
Statement of Changes in Net Assets--for each
of the two
years in the period ended December 31, 1994.
Notes to Financial Statements
Report of Ernst & Young LLP, Independent
Auditors, dated
February 7, 1995.
All schedules and other financial statement information, for
which provision
is made in the applicable accounting regulations of the
Securities and
Exchange Commission, are either omitted because they are not
required under
the related instructions, they are inapplicable, or the required
information
is presented in the financial statements or notes thereto which
are included in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Articles of Incorporation, Articles of
Amendment and
Articles of Supplementary are incorporated by
reference to Exhibit
(1) of Pre-Effective Amendment No. 22 to the
Registration
Statement on Form N-1A, filed on April 30, 1982.
(2) Registrant's By-Laws are incorporated by reference to
Exhibit (2)
of Post-Effective Amendment No. 38 to the Registration
Statement
on Form N-1A, filed on April 26, 1990.
(4) Specimen certificate for the Registrant's securities
is
incorporated by reference to Exhibit (1)(c) and (2) of
Pre-Effective Amendment No. 3 to the Registration
Statement on Form S-5, filed on April 24, 1975.
(5) Management Agreement.
(6) Distribution Agreement.
(8)(a) Amended and Restated Custody Agreement is incorporated
by reference to Exhibit 8(a) of Post-Effective
Amendment No. 38 to the Registration Statement on Form N-1A,
filed on April 26, 1990.
(8)(b) Sub-Custodian Agreement, as amended, is incorporated
by reference
to Exhibit 8(b) of Post-Effective Amendment No. 32 to
the Registration Statement on Form N-1A, filed on April
17, 1987.
(9) Shareholder Services Plan, as revised.
(10) Opinion and consent of Registrant's counsel is
incorporated by
reference to Exhibit (3) of Pre-Effective Amendment
No. 3 to the
Registration Statement on Form S-5, filed on April 24,
1975.
(11) Consent of Independent Auditors.
(16) Schedules of Computation of Performance Data are
incorporated by reference to Exhibit (16) of
Post-Effective Amendment No. 45 to
the Registration Statement on Form N-1A, filed on
March 29, 1994.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney. (Other Powers of
Attorney are
incorporated by reference to Other Exhibits
(a) of Post-
Effective Amendment Nos. 39, 41, 43 and 45
to the
Registration Statement on Form N-1A, filed
on April 29,
1991, 1992, 1993 and March 29, 1994
respectively.)
(b) Assistant Secretary's Certificate.
Item 25. Persons Controlled by or under Common Control with
Registrant.
_______ ________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of February
10, 1995
______________ __________________________
Money Market Series 7,674
Common Stock
(Par value $.01)
Government Securities Series 15,875
Common Stock
(Par value $.01)
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract,
arrangements or statute under which a director,
officer,
underwriter or affiliated person of the Registrant is
insured or
indemnified in any manner against any liability which
may be
incurred in such capacity, other than insurance
provided by any
director, officer, affiliated person or underwriter for
their own
protection, is incorporated by reference to Item 4 of
Part II of
Post-Effective Amendment No. 22 to the Registration
Statement on Form N-1, filed on April 30, 1982.
Reference is also made to the Distribution Agreement
filed herewith as Exhibit (6).
Item 28. Business and Other Connections of Investment
Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary
companies
comprise a financial service organization whose
business
consists primarily of providing investment
management services
as the investment adviser, manager and distributor
for sponsored
investment companies registered under the Investment
Company Act
of 1940 and as an investment adviser to
institutional and
individual accounts. Dreyfus also serves as
sub-investment
adviser to and/or administrator of other investment
companies.
Dreyfus Service Corporation, a wholly-owned
subsidiary of
Dreyfus, serves primarily as a registered
broker-dealer of
shares of investment companies sponsored by Dreyfus
and of other
investment companies for which Dreyfus acts as
investment
adviser, sub-investment adviser or administrator.
Dreyfus
Management, Inc., another wholly-owned subsidiary,
provides
investment management services to various pension
plans, institutions and individuals.
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
(continued)
________ ________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private
Director investor 29100 Northwestern
Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of
Trustees of
Skillman Foundation.
Member of The Board of Vintners
Intl.
FRANK V. CAHOUET Chairman of the Board, President
Director and Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258
Director:
Avery Dennison Corporation
150 North Orange Grove
Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania
19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read &
Director Co. Inc.
535 Madison Avenue
New York, New York 10022;
Director and member of the
Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE Director:
Director Dreyfus America Fund
JULIAN M. SMERLING None
Director
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage
Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke
College
South Hadley, Massachusetts
01075;
Former Director:
Student Loan Marketing
Association
1055 Thomas Jefferson Street,
N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities
Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition
Chief Executive Officer Corporation
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief
Executive Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++;
The Dreyfus Fund
International
Limited+++++;
World Balanced Fund+++;
Dreyfus Partnership
Management, Inc.*;
Dreyfus Personal Management,
Inc.*;
Dreyfus Precious Metals,
Inc.*;
Dreyfus Service Organization,
Inc.*;
Seven Six Seven Agency,
Inc.*;
Trustee:
Corporate Property Investors
New York, New York;
W. KEITH SMITH Chairman and Chief Executive
Vice Chairman of the Board Officer:
The Boston Company
One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
ROBERT E. RILEY Director:
President, Chief Dreyfus Service Corporation
Operating Officer,
and a Director
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors,
Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and
Director:
Dreyfus Service Organization,
Inc.*;
Director:
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company++'
Dreyfus Service Corporation*;
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Boston Group Holdings, Inc.
Executive Vice President
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
PHILIP L. TOIA Chairman of the Board and Trust
Vice Chairman-Operations Investment Officer:
and Administration The Dreyfus Trust Company+++;
Chairman of the Board and Chief
Executive Officer:
Major Trading Corporation*;
Director:
The Dreyfus Security Savings
Bank F.S.B.+;
Dreyfus Service Corporation*;
Seven Six Seven Agency,
Inc.*;
President and Director:
Dreyfus Acquisition
Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management,
Inc.*;
Dreyfus Partnership
Management, Inc.+;
Dreyfus Service
Organization*;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank,
N.A. and
The Chase Manhattan Capital
Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
PAUL H. SNYDER Director:
Vice President-Finance Pennsylvania Economy League
and Chief Financial Philadelphia, Pennsylvania;
Officer Children's Crisis Treatment
Center
Philadelphia, Pennsylvania;
Dreyfus Service Corporation*
Director and Vice President:
Financial Executives
Institute,
Philadelphia Chapter
Philadelphia, Pennsylvania
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services
Dreyfus Retirement Division;
Services Executive Vice President:
Boston Safe Deposit & Trust
Co.
One Boston Place
Boston, Massachusetts 02108;
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services
Institutional Sales Division of Dreyfus
Service Corporation*;
Broker-Dealer Division of
Dreyfus Service
Corporation*;
Group Retirement Plans
Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization,
Inc.*;
Vice President:
The Dreyfus Trust Company++;
HENRY D. GOTTMANN Executive Vice President:
Vice President-Retail Dreyfus Service Corporation*;
Sales and Service Vice President:
Dreyfus Precious Metals*;
DANIEL C. MACLEAN Director, Vice President and
Vice President and General Secretary
Counsel Dreyfus Precious Metals,
Inc.*;
Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
Director and Secretary:
Dreyfus Partnership
Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency,
Inc.*;
JEFFREY N. NACHMAN None
Vice President-Mutual Fund
Accounting
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President- Department of Parks and Recreation
Human Resources of the City of New York
830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership
Management, Inc.*;
Dreyfus Service Organization,
Inc.*;
Seven Six Seven Agency,
Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition
Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit
Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial
Planning,
Administration and Tax:
Showtime/The Movie Channel,
Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President, Secretary and
Vice President-Fund Director:
Legal and Compliance, Lion Management, Inc.*;
and Secretary Secretary:
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization,
Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the business so indicated is 80 Cutter
Mill Road, Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway,
New York, New York 10006.
**** The address of the business so indicated is Five Triad
Center, Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium
Building, 80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One
Rockefeller Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard
Royal, Luxembourg.
+++++ The address of the business so indicated is Nassau,
Bahama Islands.
<PAGE>
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's
principal underwriter (exclusive distributor) acts as principal
underwriter or exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond
Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond
Fund
16) Dreyfus Connecticut Municipal Money Market Fund,
Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond
Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus Michigan Municipal Money Market Fund,
Inc.
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond
Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund,
Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond
Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond
Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) Dreyfus Short-Term Income Fund, Inc.
66) The Dreyfus Socially Responsible Growth Fund,
Inc.
67) Dreyfus Strategic Growth, L.P.
68) Dreyfus Strategic Income
69) Dreyfus Strategic Investing
70) Dreyfus Tax Exempt Cash Management
71) Dreyfus Treasury Cash Management
72) Dreyfus Treasury Prime Cash Management
73) Dreyfus Variable Investment Fund
74) Dreyfus-Wilshire Target Funds, Inc.
75) Dreyfus Worldwide Dollar Money Market Fund, Inc.
76) First Prairie Cash Management
77) First Prairie Diversified Asset Fund
78) First Prairie Money Market Fund
79) First Prairie Municipal Money Market Fund
80) First Prairie Tax Exempt Bond Fund, Inc.
81) First Prairie U.S. Government Income Fund
82) First Prairie U.S. Treasury Securities Cash
Management
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Fund,
Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Fund, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
91) Pacific American Fund
92) Peoples Index Fund, Inc.
93) Peoples S&P MidCap Index Fund, Inc.
94) Premier Insured Municipal Bond Fund
95) Premier California Municipal Bond Fund
96) Premier GNMA Fund
97) Premier Growth Fund, Inc.
98) Premier Municipal Bond Fund
99) Premier New York Municipal Bond Fund
100) Premier State Municipal Bond Fund
<PAGE>
(b)
<TABLE>
<CAPTION>
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
<S> <C> <C>
Marie E. Connolly Director, President, Chief President and
Operating Officer and Treasurer
Compliance Officer
Joseph F. Tower, III Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Lynn H. Johnson Vice President None
Ruth D. Leibert Assistant Vice President Assistant
Secretary
Paul D. Furcinito Assistant Vice President Assistant
Secretary
Paul Prescott Assistant Vice President None
Leslie M. Gaynor Assistant Treasurer None
Mary Nelson Assistant Treasurer None
John J. Pyburn Vice President Assistant
Treasurer
Jean M. O'Leary Assistant Secretary None
and Assistant Clerk
John W. Gomez Director None
William J. Nutt Director None
</TABLE>
<PAGE>
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of
voting upon the question of removal of a director or
directors when requested in writing to do so by the
holders of at least 10% of the Registrant's outstanding
shares of common stock and in connection with such
meeting to comply with the provisions of Section 16(c)
of the Investment Company Act of 1940 relating to
shareholder communications.
<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 the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, and State of New York on the 27th day of
February, 1995.
DREYFUS MONEY MARKET INSTRUMENTS, INC.
BY: /s/Marie E. Connolly*
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the date
indicated.
Signatures Title Date
/s/ Marie E. Connolly* President, Chief 2/27/95
Marie E. Connolly Operating,
Officer, and Compliance
Officer (Principal
Executive Officer)
/s/Joseph F. Tower* Treasurer and Chief 2/27/94
Joseph F. Tower Financial Officer
(Principal Financial
and Accounting Officer)
/s/David P. Feldman* Director 2/27/94
David P. Feldman
/s/John M. Fraser, Jr.* Director 2/27/94
John M. Fraser, Jr.
/s/Robert R. Glauber* Director 2/27/94
Robert R. Glauber
/s/James F. Henry* Director 2/27/94
James F. Henry
/s/Rosalind Gersten Jacobs* Director 2/27/94
Rosalind Gersten Jacobs
/s/Irving S. Kristol* Director 2/27/94
Irving S. Kristol
/s/Paul A. Marks* Director 2/27/94
Paul A. Marks
/s/Martin Peretz* Director 2/27/94
Martin Peretz
/s/Bert W. Wasserman* Director 2/27/94
Bert W. Wasserman
*BY
Ruth D. Leibert,
Attorney-in-Fact
INDEX OF EXHIBITS
Page
(5) Management Agreement
(6) Distribution Agreement
(9) Shareholder Services Plan
(11) Consent of Independent Auditors
Other Exhibits:
(a) Powers of Attorney
(b) Certificate of Secretary
<PAGE>
EXHIBIT (5)
MANAGEMENT AGREEMENT
DREYFUS MONEY MARKET INSTRUMENTS, INC.
August 24, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund")
consisting of the series named on Schedule 1 hereto, as such
Schedule may be revised from time to time (each, a "Series"),
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing
and reinvesting the same in investments of the type and in
accordance with the limitations specified in its charter
documents and in its Prospectus and Statement of Additional
Information as from time to time in effect, copies of which have
been or will be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's Board.
The Fund desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or
persons may be officers or employees who are employed by both you
and the Fund. The compensation of such person or persons shall
be paid by you and no obligation may be incurred on the Fund's
behalf in any such respect.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of each Series'
portfolio in accordance with such Series' investment objectives
and policies as stated in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct
a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of such Series' assets. You
will furnish to the Fund such statistical information, with
respect to the investments which a Series may hold or
contemplate purchasing, as the Fund may reasonably request. The
Fund wishes to be informed of important developments materially
affecting any Series' portfolio and shall expect you, on your own
initiative, to furnish to the Fund from time to time such
information as you may believe appropriate for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; carry such fidelity and other
insurance (except insurance not obtained under a blanket policy
covering one or more other investment companies managed by you)
as may be deemed appropriate and desirable; prepare reports to
the Fund's stockholders, tax returns, reports to and filings
with the Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of the Fund's shares;
and generally assist in all aspects of the Fund's operations.
You shall have the right, at your expense, to engage other
entities to assist you in performing some or all of the
obligations set forth in this paragraph, provided each such
entity enters into an agreement with you in form and substance
reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as
if you had acted or failed to act under the circumstances.
Notwithstanding the above statements, the expenses to
be borne by the Fund include, without limitation, the following:
taxes, interest, brokerage fees and commissions, if any, fees of
Board members who are not your officers, directors or employees
or holders of 5% or more of your outstanding voting securities,
Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory fees, charges of registrars and
custodians, transfer and dividend disbursing agents' fees,
outside auditing and legal expenses, costs of maintaining the
Fund's existence, all costs of insurance obtained other than
under a blanket policy covering one or more other investment
companies managed by you, costs attributable to investor
services (including allocable telephone and personnel expenses),
costs of printing prospectuses for regulatory purposes and for
distribution to existing stockholders, and costs of
stockholders' reports and meetings. The Fund also will pay the
salaries of such of its principal executive officers as are not
also full-time salaried officers or employees of yours.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund
agrees as an inducement to your undertaking the same that you
shall not be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by one or more Series,
provided that nothing herein shall be deemed to protect or
purport to protect you against any liability to the Fund or a
Series or to its security holders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties
hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the rate set forth opposite each Series'
name on Schedule 1 hereto. Net asset value shall be computed on
such days and at such time or times as described in the Fund's
then-current Prospectus and Statement of Additional Information.
Upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination
of this Agreement.
For the purpose of determining fees payable to you,
the value of each Series' net assets shall be computed in the
manner specified in the Fund's charter documents for the
computation of the value of each Series' net assets.
As to each Series, if in any fiscal year the aggregate
expenses of the Fund (including fees pursuant to this Agreement,
but excluding interest, taxes, brokerage and, with the prior
written consent of the necessary state securities commissions,
extraordinary expenses) exceed 1% of the average value of the
Series' net assets for the fiscal year, the Fund may deduct from
the fees to be paid hereunder, or you will bear, such excess
expense to the extent required by state law. Your obligation
pursuant hereto will be limited to the amount of your fees here-
under. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be,
on a monthly basis.
The Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other
managed accounts, and the Fund has no objection to your so
acting, provided that when the purchase or sale of securities of
the same issuer is suitable for the investment objectives of two
or more companies or accounts managed by you which have available
funds for investment, the available securities will be allocated
in a manner believed by you to be equitable to each company or
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by one or more
Series or the size of the position obtainable for or disposed of
by one or more Series.
In addition, it is understood that the persons
employed by you to assist in the performance of your duties
hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict
your right or the right of any of your affiliates to engage in
and devote time and attention to other businesses or to render
services of whatever kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
except for a loss resulting from willful misfeasance, bad faith
or gross negligence on your part in the performance of your
duties or from reckless disregard by you of your obligations and
duties under this Agreement. Any person, even though also your
officer, director, partner, employee or agent, who may be or
become an officer, Board member, employee or agent of the Fund,
shall be deemed, when rendering services to the Fund or acting on
any business of the Fund, to be rendering such services to or
acting solely for the Fund and not as your officer, director,
partner, employee or agent or one under your control or direction
even though paid by you.
As to each Series, this Agreement shall continue until
the date set forth opposite such Series' name on Schedule 1
hereto (the "Reapproval Date") and thereafter shall continue
automatically for successive annual periods ending on the day of
each year set forth opposite the Series' name on Schedule 1
hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board
or (ii) vote of a majority (as defined in the Investment Company
Act of 1940) of such Series' outstanding voting securities,
provided that in either event its continuance also is approved
by a majority of the Fund's Board members who are not "interested
persons" (as defined in said Act) of any party to this
Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. As to each Series, this
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board or by vote of holders of a majority of such
Series' shares or, upon not less than 90 days' notice, by you.
This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in
said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other
corporations, business trusts, partnerships or other entities
(including other investment companies) and that such other
entities may include the name "Dreyfus" as part of their name,
and that your corporation or its affiliates may enter into
investment advisory or other agreements with such other entities.
If you cease to act as the Fund's investment adviser, the Fund
agrees that, at your request, the Fund will take all necessary
action to change the name of the Fund to a name not including
"Dreyfus" in any form or combination of words.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS MONEY MARKET
INSTRUMENTS, INC.
By:_______________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval Day
<S> <C> <C> <C>
Government Securities
Series .50 of 1% November 1, 1994 November 1st
Money Market Series .50 of 1% November 1, 1994 November 1st
</TABLE>
<PAGE>
EXHIBIT (6)
DISTRIBUTION AGREEMENT
DREYFUS MONEY MARKET INSTRUMENTS, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agree-
ments hereinafter contained, the above-named investment company
(the "Fund") has agreed that you shall be, for the period of
this agreement, the distributor of (a) shares of each Series of
the Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series
are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized
shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of
Shares covered by, and in accordance with, the registration
statement and prospectus then in effect under the Securities Act
of 1933, as amended, and will transmit promptly any orders
received by you for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of Shares. It is contemplated that you will
enter into sales or servicing agreements with securities
dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your
own behalf as principal.
1.3 You shall act as distributor of Shares in
compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted by market, economic or political conditions, or by
abnormal circumstances of any kind, the Fund's officers may
decline to accept any orders for, or make any sales of, any
Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities
Act of 1933, as amended, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares and
for supplying information, prices and other data to be furnished
by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and
for distribution to shareholders; provided however, that nothing
contained herein shall be deemed to require the Fund to pay any
of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the Fund's officers in connection with the qualification of
Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all
expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your
own qualification as a dealer under state or Federal laws and,
except as otherwise specifically provided in this agreement, all
other expenses incurred by you in connection with the sale of
Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for
use in connection with the sale of Shares, such information with
respect to the Fund or any relevant Series and the Shares as you
may reasonably request, all of which shall be signed by one or
more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with:
(a) semi-annual reports and annual audited reports of the Fund's
books and accounts made by independent public accountants
regularly retained by the Fund, (b) quarterly earnings
statements prepared by the Fund, (c) a monthly itemized list of
the securities in the Fund's or, if applicable, each Series'
portfolio, (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such
additional information regarding the Fund's financial condition
as you may reasonably request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securi-
ties and Exchange Commission under the Securities Act of 1933,
as amended, and under the Investment Company Act of 1940, as
amended, with respect to the Shares have been carefully prepared
in conformity with the requirements of said Acts and rules and
regulations of the Securities and Exchange Commission there-
under. As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and
regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any
prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such amend-
ment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments, may, in the opinion of the Fund's counsel,
be necessary or advisable. If the Fund shall not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to
any registration statement or supplement to any prospectus
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.
1.9 The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of Shares. The Fund agrees to indemnify, defend and
hold you, your several officers and directors, and any person
who controls you within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which you, your officers and directors, or any such con-
trolling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement, of
a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated
in either any registration statement or any prospectus or
necessary to make the statements in either thereof not
misleading; provided, however, that the Fund's agreement to
indemnify you, your officers or directors, and any such control-
ling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or
alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in
conformity with written information furnished to the Fund by you
specifically for use in the preparation thereof. The Fund's
agreement to indemnify you, your officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned
upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person,
such notification to be given by letter or by telegram addressed
to the Fund at its address set forth above within ten days after
the summons or other first legal process shall have been served.
The failure so to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to
the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's
indemnity agreement contained in this paragraph 1.9. The Fund
will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing
chosen by the Fund and approved by you. In the event the Fund
elects to assume the defense of any such suit and retain counsel
of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not
elect to assume the defense of any such suit, or in case you do
not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by you or
them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of
you, your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective
estates, and to the benefit of any controlling persons and their
successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund
or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund,
its several officers and Board members, and any person who con-
trols the Fund within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933,
as amended, or under common law or otherwise, but only to the
extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting
from such claims or demands, shall arise out of or be based upon
any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and
used in the answers to any of the items of the registration
statement or in the corresponding statements made in the pro-
spectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with
such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such
information not misleading. Your agreement to indemnify the
Fund, its officers and Board members, and any such controlling
person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification
to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or
other first legal process shall have been served. You shall
have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or
omission on your part, and in any other event the Fund, its
officers or Board members, or such controlling person shall each
have the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify you of
any such action shall not relieve you from any liability which
you may have to the Fund, its officers or Board members, or to
such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than on account of your indemnity agreement contained in this
paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's
officers and Board members, and their respective estates, and to
the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the
Fund under any of the provisions of this agreement and no orders
for the purchase or sale of such Shares hereunder shall be
accepted by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary amend-
ments thereto shall be suspended under any of the provisions of
the Securities Act of 1933, as amended, or if and so long as a
current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of
the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in
writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement
or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending
the effectiveness of the registration statement or pro-
spectus then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect or
which requires the making of a change in such registra-
tion statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to
any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange
Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you
shall be offered for sale at a price per share (the "offering
price") approximately equal to (a) their net asset value
(determined in the manner set forth in the Fund's charter
documents) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be
the percentage of the offering price of such Shares as set forth
in the Fund's then-current prospectus. The offering price, if
not an exact multiple of one cent, shall be adjusted to the
nearest cent. In addition, Shares of any class of the Fund
offered for sale by you may be subject to a contingent deferred
sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent
deferred sales charge in respect of the Shares. Any payments to
dealers shall be governed by a separate agreement between you
and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the
"Reapproval Date") set forth on Exhibit A hereto (and, if the
Fund has Series, a separate Reapproval Date shall be specified
on Exhibit A for each Series), and thereafter shall continue
automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of
the Shares of the Fund or the relevant Series, as the case may
be, provided that in either event its continuance also is
approved by a majority of the Board members who are not
"interested persons" (as defined in said Act) of any party to
this agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This agreement is
terminable without penalty, on 60 days' notice, by vote of
holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case
may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fifth anniversary of the date
hereof. This agreement also will terminate automatically, as to
the Fund or relevant Series, as the case may be, in the event of
its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you
shall not perform any services for any entity other than
investment companies advised or administered by The Dreyfus
Corporation. The Fund acknowledges that the persons employed by
you to assist in the performance of your duties under this
agreement may not devote their full time to such service and
nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and
devote time and attention to other businesses or to render
services of whatever kind or nature.
Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by
signing below, whereupon it shall become a binding agreement
between us.
Very truly yours,
DREYFUS MONEY MARKET INSTRUMENTS, INC.
By:
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________
<PAGE>
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
Government Securities November 1, 1995 November 1st
Series
Money Market Series November 1, 1995 November 1st
<PAGE>
EXHIBIT (9)
DREYFUS MONEY MARKET INSTRUMENTS, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
Dreyfus Service Corporation ("DSC") for certain allocated
expenses of providing personal services and/or maintaining
shareholder accounts to (a) shareholders of each series of the
Fund or class of Fund shares set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time, or (b) if no
series or classes are set forth on such Exhibit, shareholders of
the Fund. The Plan is not to be adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the
"Act"), and the fee under the Plan is intended to be a "service
fee" as defined in Article III, Section 26 (a "Service Fee"), of
the NASD Rules of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated
such information as it deemed necessary to an informed
determination as to whether a written plan should be implemented
and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use Fund assets for such
purposes.
In voting to approve the implementation of such a
plan, the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall reimburse DSC an amount not to
exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for its allocated expenses of providing
personal services to shareholders and/or maintaining shareholder
accounts; provided that, at no time, shall the amount paid to
DSC under this Plan, together with amounts otherwise paid by the
Fund, or each series or class identified on Exhibit A, as a
Service Fee under the NASD Rules, exceed the maximum amount then
payable under the NASD Rules as a Service Fee. The amount of
such reimbursement shall be based on an expense allocation
methodology prepared by DSC annually and approved by the Fund's
Board or on any other basis from time to time deemed reasonable
by the Fund's Board.
2. For the purposes of determining the fees payable
under this Plan, the value of the net assets of the Fund or the
net assets attributable to each series or class of Fund shares
identified on Exhibit A, shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
3. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a
majority of the Board members who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of this Plan or in
any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the
purpose of voting on the approval of this Plan.
5. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the
Board, provided that any material amendments of the terms of this
Plan shall become effective only upon approval as provided in
paragraph 4 hereof.
7. This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in the operation of
this Plan or in any agreements entered into in connection with
this Plan.
Dated: June 23, 1993
As Revised: August 24, 1994
<PAGE>
EXHIBIT A
Name of Series
Government Series
Money Market Series
<PAGE>
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions
"Condensed Financial Information" and "Custodian, Transfer and
Dividend Disbursing Agent, Counsel and Independent Auditors" and
to the use of our report dated February 7, 1995, in this
Registration Statement (Form N-1A 2-52718)
of Dreyfus Money Market Instruments, Inc.
ERNST & YOUNG LLP
New York, New York
February 23, 1995
<PAGE>
Other Exhibit (a)
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints
Frederick C.Dey, Eric B. Fischman, Ruth D. Leibert and John E.
Pelletier and each of them, with full power to act without the
other, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in
any and all capacities (until revoked in writing) to sign any
and all amendments to the Registration Statement for each Fund
listed on Schedule A attached hereto (including post-effective
amendments and amendments thereto), and to file the same, with
all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents
or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/John M. Fraser, Jr. /s/Irving Kristol
John M. Fraser, Jr., Irving Kristol,
Director/Trustee Director/Trustee
/s/Robert R. Glauber /s/Paul A. Marks
Robert R. Glauber, Paul A. Marks,
Director/Trustee Director/Trustee
/s/James F. Henry /s/Martin Peretz
James F. Henry, Martin Peretz,
Director/Trustee Director/Trustee
/s/Rosalind Gersten Jacobs /s/Bert W. Wasserman
Rosalind Gersten Jacobs, Bert W. Wasserman,
Director/Trustee Director/Trustee
Date: August 30, 1994
<PAGE>
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints
Frederick C.Dey, Eric B. Fischman, Ruth D. Leibert and John E.
Pelletier and each of them, with full power to act without the
other, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in
any and all capacities (until revoked in writing) to sign any
and all amendments to the Registration Statement for each Fund
listed on Schedule A attached hereto (including post-effective
amendments and amendments thereto), and to file the same, with
all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
/S/Marie E. Connolly
Marie E. Connolly, President and Treasurer
DATE: October 26, 1994
<PAGE>
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints
Frederick C.Dey, Eric B. Fischman, Ruth D. Leibert and John E.
Pelletier and each of them, with full power to act without the
other, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in
any and all capacities (until revoked in writing) to sign any
and all amendments to the Registration Statement for each Fund
listed on Schedule A attached hereto (including post-effective
amendments and amendments thereto), and to file the same, with
all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/David P. Feldman
David P. Feldman, Director/Trustee
DATE: January 30, 1995
<PAGE>
SCHEDULE A
GROUP II
Dreyfus A Bonds Plus, Inc.
Dreyfus Balanced Fund, Inc.
Dreyfus Capital Growth Fund (A Premier Fund)
Dreyfus Global Bond Fund, Inc.
Dreyfus Growth and Income Fund, Inc.
Dreyfus Growth Opportunity Fund, Inc.
Dreyfus Institutional Money Market Fund
Dreyfus International Equity Fund, Inc.
Dreyfus International Recovery Fund, Inc.
Dreyfus Money Market Instruments, Inc.
Dreyfus Variable Investment Fund
<PAGE>
Other Exhibit (b)
DREYFUS MONEY MARKET INSTRUMENTS, INC.
Assistant Secretary's Certificate
The undersigned, Ruth D. Leibert, Assistant Secretary of
Dreyfus Money Market Instruments, Inc. (the "Fund"), hereby
certifies that set forth below is a copy of the resolution
adopted by the Written Consent of the Fund's Board members of
August 30, 1994, authorizing the signing by
Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John E.
Pelletier on behalf of the proper officers of the Fund pursuant
to a power of attorney:
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto may be signed
by any one
of Frederick C. Dey, Eric B. Fischman, Ruth D.
Leibert and John
E. Pelletier as the attorney-in-fact for the proper
officers of
the Fund, with full power of substitution and
resubstitution;
and that the appointment of each of such persons as
such
attorney-in-fact hereby is authorized and approved;
and that
such attorneys-in-fact, and each of them, shall have
full power
and authority to do and perform each and every act
and thing
requisite and necessary to be done in connection with
such
Registration Statement and any and all amendments and
supplements thereto, as fully to all intents and
purposes as the
officer for whom he is acting as attorney-in-fact,
might or could do in person.
IT WITNESS THEREOF, I have hereunto signed my name and
affixed the seal of the Fund on February 27, 1995.
/s/Ruth D. Leibert
Ruth D. Leibert
Assistant Secretary
<PAGE>
[ARTICLE] 6
[CIK] 0000030160
[NAME] DREYFUS MONEY MARKET INSTRUMENTS, INC.
[SERIES]
[NUMBER] 01
[NAME] MONEY MARKET SERIES
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 170077
[INVESTMENTS-AT-VALUE] 170077
[RECEIVABLES] 328
[ASSETS-OTHER] 1074
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 171479
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 931
[TOTAL-LIABILITIES] 931
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 170635
[SHARES-COMMON-STOCK] 170618
[SHARES-COMMON-PRIOR] 207608
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (87)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 170548
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 7595
[OTHER-INCOME] 0
[EXPENSES-NET] 1580
[NET-INVESTMENT-INCOME] 6015
[REALIZED-GAINS-CURRENT] 2
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 6017
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (6015)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 363713
[NUMBER-OF-SHARES-REDEEMED] (405185)
[SHARES-REINVESTED] 4482
[NET-CHANGE-IN-ASSETS] (36988)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] (88)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 897
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1580
[AVERAGE-NET-ASSETS] 179416
[PER-SHARE-NAV-BEGIN] 1.00
[PER-SHARE-NII] .034
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] (0.34)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 1.00
[EXPENSE-RATIO] .009
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0000030160
[NAME] DREYFUS MONEY MARKET INSTRUMENTS, INC.
[SERIES]
[NUMBER] 02
[NAME] GOVERNMENT SECURITIES SERIES
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 443521
[INVESTMENTS-AT-VALUE] 443521
[RECEIVABLES] 21223
[ASSETS-OTHER] 3263
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 468007
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 2052
[TOTAL-LIABILITIES] 2052
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 465956
[SHARES-COMMON-STOCK] 465956
[SHARES-COMMON-PRIOR] 520723
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 465956
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 20141
[OTHER-INCOME] 0
[EXPENSES-NET] 4299
[NET-INVESTMENT-INCOME] 15842
[REALIZED-GAINS-CURRENT] 14
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 15856
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (15842)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1082467
[NUMBER-OF-SHARES-REDEEMED] (1149487)
[SHARES-REINVESTED] 12253
[NET-CHANGE-IN-ASSETS] (54753)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] (14)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 2446
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 4299
[AVERAGE-NET-ASSETS] 489163
[PER-SHARE-NAV-BEGIN] 1.00
[PER-SHARE-NII] .034
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] (0.34)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 1.00
[EXPENSE-RATIO] .034
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
