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. 49 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 49 [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
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
X on May 1, 1996 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
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, 1995 was filed on February 28, 1996.
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 7
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 19
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 14
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-22
13 Investment Objectives and Policies B-2
14 Management of the Fund B-6
15 Control Persons and Principal B-10
Holders of Securities
16 Investment Advisory and Other B-10
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-20
18 Capital Stock and Other Securities B-22
19 Purchase, Redemption and Pricing B-12, B-15,
B-20
of Securities Being Offered
20 Tax Status *
21 Underwriters B-12, B-20
22 Calculations of Performance Data B-21
23 Financial Statements B-27
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-11
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS MAY 1, 1996
DREYFUS MONEY MARKET INSTRUMENTS, INC.
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DREYFUS MONEY MARKET INSTRUMENTS, INC. (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. THE FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE 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, 1996, 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 144.
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.
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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............................ 7
How to Buy Shares................................. 8
Shareholder Services.............................. 10
How to Redeem Shares.............................. 14
Shareholder Services Plan......................... 16
Dividends, Distributions and Taxes................ 16
General Information............................... 18
Appendix.......................................... 19
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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.
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[This Page Intentionally Left Blank]
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
MONEY GOVERNMENT
MARKET SECURITIES
SERIES SERIES
------------- --------------
<S> <C> <C> <C>
Management Fees ......................................................... .50% .50%
Other Expenses........................................................... .34% .33%
Total Fund Operating Expenses............................................ .84% .83%
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 $ 8
3 YEARS........................ $ 27 $ 26
5 YEARS........................ $ 47 $ 46
10 YEARS........................ $ 104 $ 103
</TABLE>
- ------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist you in
understanding the costs and expenses borne by each series, the payment of
which will reduce investors' annual return. 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."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following tables 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: 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
------ ----- ----- ----- ------ ----- ----- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year........$1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------ ----- ----- ----- ------ ----- ----- ----- ----- ------
Investment Operations:
Investment income-net..................... .063 .061 .069 .086 .076 .058 .035 .026 .034 .053
------ ----- ----- ----- ------ ----- ----- ----- ----- ------
Distributions:
Dividends from investment income-net (.063) (.061) (.069) (.086) (.076) (.058) (.035) (.026) (.034) (.053)
------ ----- ----- ----- ------ ----- ----- ----- ----- ------
Net asset value, end of year... ..........$1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ===== ===== ====== ====== ===== ===== ===== ======
TOTAL INVESTMENT RETURN..................... 6.49% 6.24% 7.12% 9.00% 7.88% 5.95% 3.51% 2.64% 3.42% 5.46%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets... .64% .67% .71% .74% .74% .72% .75% .83% .88% .84%
Ratio of net investment income to
average net assets........................ 6.31% 6.07% 6.86% 8.65% 7.62% 5.83% 3.48% 2.62% 3.35% 5.33%
Net Assets, end of year (000's omitted)..$582,426 $503,167 $381,379 $357,660 $334,432 $242,326 $207,537 $170,548 $144,172
</TABLE>
<TABLE>
<CAPTION>
GOVERNMENT SECURITIES SERIES
-------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------
PER SHARE DATA: 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
------- ------- ------- -------- ------- ------- ----- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- ------- -------- ------- ------- ----- ------ ------- ------
Investment Operations:
Investment income-net..................... .063 .057 .066 .084 .074 .055 .034 .025 .033 .051
------- ------- ------- -------- ------- ------- ----- ------ ------- ------
Distributions:
Dividends from investment income-net (.063) (.057) (.066) (.084) (.074) (.055) (.034) (.025) (.033) (.051)
------- ------- ------- -------- ------- ------- ----- ------ ------- ------
Net asset value, end of year.............. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======== ======= ======= ===== ====== ======= ======
TOTAL INVESTMENT RETURN..................... 6.46% 5.87% 6.80% 8.71% 7.61% 5.65% 3.45% 2.48% 3.31% 5.18%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets... .64% .65% .72% .70% .70% .69% .72% .80% .88% .83%
Ratio of net investment income to
average net assets........................ .6.28% 5.71% 6.56% 8.35% 7.35% 5.51% 3.39% 2.46% 3.24% 5.07%
Net Assets, end of year (000's omitted).$966,290 $791,651 $658,201 $651,700 $724,202 $706,544 $657,561 $520,708 $465,956$431,444
</TABLE>
Page 4
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' 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 ReportRegistration Mark,
Bank Rate Monitortrademark, N. Palm Beach, Fla. 33408, Morningstar, Inc. and
other industry publications.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's investment objective 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. It cannot be changed, as to a series,
without approval by the holders of a majority (as defined in the Investment
Company Act of 1940, as amended (the "1940 Act")) of such series'
outstanding voting shares. There can be no assurance that the series'
investment objective will be achieved. Each series pursues this objective in
the manner described below. 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
1940 Act, 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 Fund's Board 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 Fund's Board. 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 Ratings Group, a division of The McGraw-Hill Companies,
Inc., Duff & Phelps Credit Rating Co., Fitch Investors Service, L.P., IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc., and their rating criteria
are described in the "Appendix" to the Statement of Additional Information.
For further information regarding the amortized cost method of valuing
securities, see "Determination of Net Asset Value"
Page 5
in the 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 subsidiaries or foreign branches 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. See
"Appendix--Certain Portfolio Securities." Generally, at least 25% of the
value of the Money Market Series' total assets will be invested in bank
obligations. See "Investment Considerations and Risks" below.
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). See "Appendix -- Certain Portfolio Securities." In addition, the
Government Securities Series is permitted to lend portfolio securities. See
"Appendix--Investment Techniques."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- 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.
FOREIGN SECURITIES -- 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 subsidiaries and
foreign branches 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.
BANK SECURITIES -- 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 re
turn 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 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.
Page 6
SIMULTANEOUS INVESTMENTS -- Investment decisions for the Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as the Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the 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
INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of March 29, 1996, The Dreyfus Corporation managed
or administered approximately $82 billion in assets for more than 1.7 million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with 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., AFCOCredit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$233 billion in assets as of December 31, 1995, including approximately $81
billion in proprietary mutual fund assets. As of December 31, 1995, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $786 billion in assets,
including approximately $60 billion in mutual fund assets.
For the year ended December 31, 1995, 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. 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.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of
the Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for the Fund. See "Portfolio Transactions" in the State
ment of Additional Information.
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay securities
dealers, banks or other financial institutions in respect of these services.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
Page 7
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian. First Interstate
Bank of California, 707 Wilshire Boulevard, Los Angeles, California 90017, is
the Fund's Sub-custodian.
HOW TO BUY SHARES
Shares of each series 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. Stock
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. However, the minimum
initial investment in the Government Securities Series for Dreyfus-sponsored
Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one participant is
$750, with no minimum for subsequent purchases. Individuals who open an IRA
also may open a non-working spousal IRA with a minimum initial investment of
$250. Subsequent investments in a spousal IRA must be at least $250. The
initial investment must be accompanied by the 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 Board, or the spouse or minor child of any of the foregoing, the minimum
initial investment in the 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
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. Shares of each series are also
offered without regard to the minimum initial investment requirements through
Dreyfus-AUTOMATIC Asset BuilderRegistration Mark, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to the Dreyfus
Step Program described under "Shareholder Services." These services enable
you to make regularly scheduled investments and may provide you with a
convenient way to invest for long-term financial goals. You should be aware,
however, that periodic investment plans do not guarantee a profit and will
not protect an investor against loss in a declining market.
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 invest
ment 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
Page 8
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 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
1-800-346-3621, in New York City, call 1-718-895-1650. 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."
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 Statement of
Additional Information.
Page 9
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
1-800-346-3621; in New York City, call 1-718-895-1650; on Long Island, call
794-5452. 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.
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 $1,000,000 ("Eligible Benefit
Plans"). Shares of funds in the Dreyfus Family of Funds then held by Eligible
Benefit Plans will be aggregated to determine the fee payable. 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.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the 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 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 shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
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
Page 10
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 1-800-645-6561 or, if you are calling from overseas,
call 516-794-5452. See "How to Redeem 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 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 the 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. See
"Dividends, Distributions and Taxes."
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 a shareholder. 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 mailing written notification 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
Page 11
contemplated. 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. See "Dividends, Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDERRegistration Mark -- 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 your 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. 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 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.
DREYFUS STEP PROGRAM -- Dreyfus Step Program enables you to purchase Fund
shares without regard to the Fund's minimum initial investment requirements
through Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government Direct Deposit
Privilege or Dreyfus Payroll Savings Plan. To establish a Dreyfus Step
Program account, you must supply the necessary information on the Account
Application and file the required authorization form(s) with the Transfer
Agent. For more information concerning this Program, or to request the
Page 12
necessary authorization form(s), please call toll free 1-800-782-6620. You
may terminate your participation in this Program at any time by discontinuing
your participation in Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government
Direct Deposit Privilege or Dreyfus Payroll Savings Plan, as the case may be,
as provided under the terms of such Privilege(s). The Fund may modify or
terminate this Program at any time. Investors who wish to purchase shares of
the Government Securities Series through the Dreyfus Step Program in
conjunction with a Dreyfus-sponsored retirement plan may do so only for IRAs,
SEP-IRAs and IRA "Rollover Accounts."
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 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 price
s which do not include the sales load or which reflect a reduced sales load.
If you are investing in a fund that charges a contingent deferred sales
charge, the shares purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased shares. See
"Shareholder Services" in the Statement of Additional Information. Dreyfus
Dividend ACHpermits you to transfer electronically dividends or dividends and
capital gain distributions, if any, from the Fund to a designated bank
account. Only an account maintained at a domestic 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 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 to 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
Dreyfus Dividend Sweep.
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. 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; or for SEP-IRAs, 401(k) Salary Reduction Plans and 403(b)(7)
Plans, please call 1-800-322-7880.
Page 13
HOW TO REDEEM 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 their clients 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 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. HOW
EVER, 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, or, if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent, through 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. The Fund reserves the right to refuse
any request made by wire or telephone, including requests made shortly after
a change of address, and may limit the amount involved or
Page 14
the number of such requests. The Fund may modify or terminate any redemption
Privilege at any time or charge a service fee upon notice to shareholders.
No such fee currently is contemplated. 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 the Check
Redemption, Wire Redemption, Telephone Redemption or Dreyfus TELETRANSFER
Privilege.
You may redeem shares by telephone if you have checked the
appropriate box on the 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 telephonic
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, or, if for Dreyfus retirement
plan accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. 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 write Redemption Checks drawn on your
Fund 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 postdate your Redemption
Check. If you do, the Transfer Agent will honor, upon presentment, even if
presented before the date of the check, all postdated Redemption Checks which
are dated within six months of presentment for payment, if they are otherwise
in good order. If you hold shares in a Dreyfus sponsored IRA account, you may
be permitted to make withdrawals from your IRA account using checks furnished
to you by The Dreyfus Trust Company.
Page 15
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. You also 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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
TELEPHONE REDEMPTION PRIVILEGE -- You may request by telephone that
redemption proceeds (maximum $150,000 per day) be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
DREYFUS TELETRANSFER PRIVILEGE -- You may request by telephone that
redemption proceeds (minimum $500 per day) be transferred between your Fund
account and your bank account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House member may be
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.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
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. Each
series' earnings for Saturdays, Sunday and holidays are declared as dividends
on the preceding business day. 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. 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. If you are an omnibus
accountholder and indicate in a partial redemption request that a portion of
any accrued dividends to which such account is entitled belongs to an
underlying accountholder who has redeemed all shares in his or her account,
such portion of the accrued dividends will be 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
1940 Act. The Fund will not make distributions from net realized securities
gains unless cap-
Page 16
ital 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.
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.
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, 1995 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
Page 17
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.
The Fund is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for
certain matters under the 1940 Act and for other purposes. A shareholder of
one series is not deemed to be a shareholder of any other series. For certain
matters Fund shareholders vote together as a group; as to others they vote
separately by series.
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.
Unless otherwise required by the 1940 Act, ordinarily it will not
be necessary for the Fund to hold annual meetings of shareholders. As a
result, Fund shareholders may not consider each year the election of Board
members or the appointment of auditors. However, 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 Board member 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 Board
member by the affirmative vote of a majority of the Fund's outstanding voting
shares. In addition, the Board will call a meeting of shareholders for the
purpose of electing Board members if, at any time, less than a majority of
the Board members then holding office have been elected by shareholders.
The 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; outside the U.S.
and Canada, call 516-794-5452.
Page 18
APPENDIX
INVESTMENT TECHNIQUES
LENDING PORTFOLIO SECURITIES -- 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.
The Government Securities Series continues to be entitled to payments in
amounts equal to the interest or other distributions payable on the loaned
securities which affords the series an opportunity to earn interest on the
amount of the loan and on the loaned securities' collateral. Loans of
portfolio securities may not exceed 20% of the value of the Government
Securities Series' total assets, and the series will receive collateral
consisting of cash or U.S. Treasury securities which will be maintained at
all times in an amount equal to at least 100% of the current market value of
the loaned securities. Such loans are terminable by the Fund at any time upon
specified notice. The 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.
BORROWING -- Each series may borrow money from banks for temporary or
emergency (not leveraging) purposes in an amount up to 15% of the value of
its total assets (including the amount borrowed) valued at the lesser or cost
or market, less liabilities (not including the amount borrowed) at the time
the borrowing is made. While borrowings exceed 5% of the series' total
assets, the series will not make any additional investments.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT 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. 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 are supported by
the full faith and credit of the U.S. Treasury; others by the right of the
issuer to borrow from the Treasury; others by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others only by the credit of the agency or
instrumentality. These securities bear fixed, floating or variable rates of
interest. While the U.S. Government currently provides financial support to
such U.S. Government-sponsored agencies or instrumentalities, no assurance
can be given that it will always do so, since it is not so obligated by law.
REPURCHASE AGREEMENTS -- In a repurchase agreement, a series buys, and the
seller agrees to repurchase, a security at a mutually agreed upon time and
price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the series' ability to dispose of the underlying
securities. The series may enter into repurchase agreements with certain banks
or non-bank dealers.
BANK OBLIGATIONS -- The Money Market Series may purchase certificates of
deposit, time deposits, bankers' acceptances and other short-term obligations
issued by domestic banks, for-
Page 19
eign subsidiaries or foreign branches of domestic banks, domestic and foreign
branches of foreign banks, domestic savings and loan associations and other
banking institutions. With respect to such securities issued by foreign
subsidiaries or foreign branches of domestic banks, and domestic and foreign
branches of foreign banks, the Money Market Series may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Fund -- Investment Considerations and Risks
-- Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER -- The Money Market Series may purchase commercial paper
consisting 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 bonds
and notes (including variable amount master demand notes) issued by domestic
and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS -- The Money Market Series may
purchase floating and variable rated demand notes and bonds, which are
obligations ordinarily having stated maturities in excess of 13 months, but
which permit the holder to demand payment of principal 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
obligations permit daily changes in the amounts borrowed. Because these
obligations are direct lending arrangements between the lender and borrower,
it is not contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these obligations,
although they are redeemable at face value, plus accrued interest.
Accordingly, where these obligations are not secured by letters of credit or
other credit support arrangements, the Money Market Series' right to redeem
is dependent on the ability of the borrower to pay principal and interest on
demand.
ILLIQUID SECURITIES -- 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 series' 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
Page 20
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.
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 21
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Page 22
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Page 23
DREYFUS
Money Market
Instruments, Inc.
Prospectus
(LION LOGO)
Copy Rights 1996 Dreyfus Service Corporation
060p050196
Registration Mark
Page 24
- ------------------------------------------------------------------------------
PROSPECTUS MAY 1, 1996
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. THE FUND'S INVESTMENT OBJECTIVE 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 BY CALLING 1-800-
645-6561.
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, 1996, 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 144.
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................. 6
HOW TO BUY SHARES...................... 7
PAGE
SHAREHOLDER SERVICES................... 9
HOW TO REDEEM SHARES................... 12
SHAREHOLDER SERVICES PLAN.............. 15
DIVIDENDS, DISTRIBUTIONS AND TAXES..... 15
GENERAL INFORMATION.................... 16
APPENDIX............................... 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.
- ------------------------------------------------------------------------------
[This Page Intentionally Left Blank]
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C> <C> <C> <C> <C>
Government Securities Series
Management Fees........................................................................... .50%
Other Expenses ........................................................................... .33%
Total Fund Operating Expenses............................................................. .83%
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: $8 $26 $46 $103
</TABLE>
- ------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------
The purpose of the foregoing table is to assist you in understanding
the costs and expenses borne by the Series, the payment of which will reduce
investors' annual return. 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 3
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>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
------- ------- ------- ------- -------- ------- ------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- ------- ------- -------- ------- ------- -------- -------- ---------
Investment Operations:
Investment income-net .063 .057 .066 .084 .074 .055 .034 .025 .033 .051
------- ------- ------- ------- -------- ------- ------- -------- -------- ---------
Distributions:
Dividends from investment
income-net. (.063) (.057) (.066) (.084) (.074) (.055) (.034) (.025) (.033) (.051)
------- ------- ------- ------- -------- ------- ------- -------- -------- ---------
Net asset value,
end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= ======== ======= ======= ======== ======== =========
TOTAL INVESTMENT RETURN 6.46% 5.87% 6.80% 8.71% 7.61% 5.65% 3.45% 2.48% 3.31% 5.18%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets. .64% .65% .72% .70% .70% .69% .72% .80% .88% .83%
Ratio of net investment
income to average
net assets. 6.28% 5.71% 6.56% 8.35% 7.35% 5.51% 3.39% 2.46% 3.24% 5.07%
Net Assets, end of year
(000's omitted) $966,290 $791,651 $658,201 $651,700 $724,202 $706,544 $657,561 $520,708 $465,956 $431,444
</TABLE>
Page 4
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 ReportRegistration Mark,
Bank Rate Monitortrademark, N. Palm Beach, Fla. 33408, Morningstar, Inc. and
other industry publications.
DESCRIPTION OF THE FUND AND THE SERIES
INVESTMENT OBJECTIVE
The Series' investment objective 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. It cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Series' outstanding voting shares. There can
be no assurance that the Series' investment objective will be achieved. The
Series pursues this objective in the manner described below. 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). See "Appendix_Certain Portfolio Securities." In
addition, the Series is permitted to lend portfolio securities. See
"Appendix--Investment Techniques."
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 1940 Act,
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 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.
INVESTMENT CONSIDERATIONS AND RISKS
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
Page 5
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.
MANAGEMENT OF THE FUND
INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of March 29, 1996, The Dreyfus Corporation managed
or administered approximately $82 billion in assets for more than 1.7 million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with 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., AFCOCredit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$233 billion in assets as of December 31, 1995, including approximately $81
billion in proprietary mutual fund assets. As of December 31, 1995, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $786 billion in assets,
including approximately $60 billion in mutual fund assets.
For the year ended December 31, 1995, 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. 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.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of
the Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for the Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Series. The
Fund's distributor may use part or all of such payments to pay securities
dealers, banks or other financial institutions in respect of these services.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671,
Page 6
is the Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent").
The Bank of New York, 90 Washington Street, New York, New York 10286, is the
Fund's Custodian. First Interstate Bank of California, 707 Wilshire
Boulevard, Los Angeles, California 90017, is the Fund's Sub-custodian.
HOW TO BUY 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. Stock
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. However, the minimum
initial investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and
403(b)(7) Plans with only one participant is $750, with no minimum for
subsequent purchases. Individuals who open an IRA also may open a non-working
spousal IRA with a minimum initial investment of $250. Subsequent investments
in a spousal IRA must be at least $250. The initial investment must be
accompanied by the 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. Shares of the Series also are offered without regard to the minimum
initial investment requirements through Dreyfus-AUTOMATIC Asset
BuilderRegistration Mark, Dreyfus Government Direct Deposit Privilege or
Dreyfus Payroll Savings Plan pursuant to the Dreyfus Step Program described
under "Shareholder Services." These services enable you to make regularly
scheduled investments and may provide you with a convenient way to invest
for long-term financial goals. You should be aware, however, that periodic
investment plans do not guarantee a profit and will not protect an investor
against loss in a declining market.
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
Page 7
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 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 1-800-242-
8671; in New York City, call 1-718-895-1396. 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."
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 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. 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
Page 8
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.
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 $1,000,000 ("Eligible Benefit
Plans"). Shares of funds in the Dreyfus Family of Funds then held by Eligible
Benefit Plans will be aggregated to determine the fee payable. 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.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the 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 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 shares by telephoning
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
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
Page 9
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 1-800-645-6561 or, if you are calling from overseas,
call 516-794-5452. See "How to Redeem 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 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 the 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. See
"Dividends, Distributions and Taxes."
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 a
shareholder. 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 mailing written
notification 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. 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. See
"Dividends, Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDERRegistration Mark -- 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 your pur-
Page 10
chase 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. 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 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.
DREYFUS STEP PROGRAM -- Dreyfus Step Program enables you to purchase shares
of the Series without regard to the Series' minimum initial investment
requirements through Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government
Direct Deposit Privilege or Dreyfus Payroll Savings Plan. To establish a
Dreyfus Step Program account, you must supply the necessary information on
the Account Application and file the required authorization form(s) with the
Transfer Agent. For more information concerning this Program, or to request
the necessary authorization form(s), please call toll free 1-800-782-6620.
You may terminate your participation in this Program at any time by
discontinuing your participation in Dreyfus-AUTOMATIC Asset Builder, Dreyfus
Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan, as the
case may be, as provided under the terms of such Privilege(s). The Fund may
modify or terminate this Program at any time. Investors who wish to purchase
shares of the Series through the Dreyfus Step Program in conjunction with a
Dreyfus-sponsored retirement plan may do so only for IRAs, SEP-IRAs and IRA
"Rollover Accounts."
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
Page 11
in a fund that charges a sales load, you may qualify for share price
s which do not include the sales load or which reflect a reduced sales load.
If you are investing in a fund that charges a contingent deferred sales
charge, the shares purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased shares. See
"Shareholder Services" in the Statement of Additional Information. Dreyfus
Dividend ACHpermits you to transfer electronically dividends or dividends and
capital gain distributions, if any, from the Series to a designated bank
account. Only an account maintained at a domestic 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 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 to 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 Dreyfus Dividend Sweep.
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. 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; or for
SEP-IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans, please call
1-800-322-7880.
HOW TO REDEEM 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 and other financial institutions may charge their clients 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.
Page 12
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 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, or, if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent, through 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. The Series reserves the right to
refuse any request made by wire or 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 any redemption Privilege at
any time or charge a service fee upon notice to shareholders. No such fee
currently is contemplated. 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 the Check Redemption, Wire Redemption, Telephone
Redemption or Dreyfus TELETRANSFER Privilege.
You may redeem shares by telephone if you have checked the
appropriate box on the 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 telephonic
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
Page 13
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, or, if for Dreyfus retirement plan
accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427. 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 write Redemption Checks drawn on your
Fund 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. You should date your Redemption
Checks with the current date when you write them. Please do not postdate your
Redemption Check. If you do, the Transfer Agent will honor, upon presentment,
even if presented before the date of the check, all postdated Redemption
Checks which are dated within six months of presentment for payment, if they
are otherwise in good order. If you hold shares in a Dreyfus sponsored IRA
account, you may be permitted to make withdrawals from your IRA account using
checks furnished to you by The Dreyfus Trust Company.
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. You also 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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
TELEPHONE REDEMPTION PRIVILEGE -- You may request by telephone that
redemption proceeds (maximum $150,000 per day) be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
Page 14
DREYFUS TELETRANSFER PRIVILEGE _ You may request by telephone that redemption
proceeds (minimum $500 per day) be transferred between your Fund account and
your bank account. Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be 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.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of shares by calling 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.
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. The Series' earnings for Saturdays, Sundays and holidays are
declared as dividends on the preceding business day. 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. 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. If you are an omnibus accountholder and indicate
in a partial redemption request that a portion of any accrued dividends to
which such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, such portion of the accrued
dividends will be 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 1940 Act. The Fund will not make
distributions from net realized securities gains unless capital loss
carryovers, if any, have been utilized or have expired. 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.
Page 15
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.
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.
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, 1995 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.
The Fund is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for
certain matters under the1940 Act and for other purposes. A shareholder of
Page 16
one series is not deemed to be a shareholder of any other series. For certain
matters Fund shareholders vote together as a group; as to others they vote
separately by series.
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.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, 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 Board member 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 Board member by the affirmative
vote of a majority of the Fund's outstanding voting shares. In addition, the
Fund's Board will call a meeting of shareholders for the purpose of electing
Board members if, at any time, less than a majority of the Board members then
holding office have been elected by shareholders.
The 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; outside the U.S. and
Canada, call 516-794-5452.
Page 17
APPENDIX
INVESTMENT TECHNIQUES
LENDING PORTFOLIO SECURITIES -- The Series may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. The Series continues to
be entitled to payments in amounts equal to the interest or other
distributions payable on the loaned securities which affords the Series an
opportunity to earn interest on the amount of the loan and on the loaned
securities' collateral. Loans of portfolio securities may not exceed 20% of
the value of the Series' total assets, and the Series will receive collateral
consisting of cash or U.S. Treasury securities which will be maintained at
all times in an amount equal to at least 100% of the current market value of
the loaned securities. Such loans are terminable by the Fund at any time upon
specified notice. The 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.
BORROWING -- The Series may borrow money from banks for temporary or
emergency (not leveraging) purposes in an amount up to 15% of the value of
its total assets (including the amount borrowed) valued at the lesser or cost
or market, less liabilities (not including the amount borrowed) at the time
the borrowing is made. While borrowings exceed 5% of the value of the Series'
total assets, the Series will not make any additional investments.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY 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 Series may invest in Treasury Bills, Treasury Notes and
Treasury Bonds.
REPURCHASE AGREEMENTS -- In a repurchase agreement, a series buys, and the
seller agrees to repurchase, a security at a mutually agreed upon time and
price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the Series' ability to dispose of the underlying
securities. The Series may enter into repurchase agreements with certain banks
or non-bank dealers.
ILLIQUID SECURITIES -- 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 Series' investment
objective. Such securities may include 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.
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 18
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Page 19
DREYFUS
Government
Securities Series
Dreyfus Money Market Instruments, Inc.
Prospectus
(LION LOGO)
Copy Rights 1996 Dreyfus Service Corporation
008p050196
Registration Mark
Page 20
DREYFUS MONEY MARKET INSTRUMENTS, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 1, 1996
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, 1996,
or the current Prospectus of the Government Securities Series of the Fund,
dated May 1, 1996, 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
Outside the U.S. and Canada -- Call 516-794-5452
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-6
Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . B-11
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . B-12
Shareholder Services Plan. . . . . . . . . . . . . . . . . . . . . . . . B-14
Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . B-15
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . B-17
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . B-20
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . . B-20
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . . B-21
Yield Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . B-21
Information About the Fund . . . . . . . . . . . . . . . . . . . . . . . B-22
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors . . . . . . . . . . . . . . . . . B-22
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-24
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . B-27
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . B-38
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the sections in the Fund's Prospectus entitled
"Description of the Fund" and "Appendix" or the sections in the Government
Securities Series' Prospectus entitled "Description of the Fund and Series"
and "Appendix ."
Portfolio Securities
General. (Money Market Series only.) 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 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.
Bank Obligations. (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 Money Market Series are insured by the FDIC (although such
insurance may not be of material benefit to the Money Market Series,
depending upon the principal amount of the CDs of each bank held by the
Money Market Series) 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 subsidiaries or foreign branches 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 subsidiaries or foreign branches of domestic
banks or by foreign branches or domestic branches of foreign banks, the
Manager carefully evaluates such investments on a case-by-case basis.
Foreign Government Obligations. (Money Market Series only.) 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 Manager 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.
Repurchase Agreements. The Fund's custodian or sub-custodian will
have custody of, and will hold in a segregated account, securities acquired
by the series under a repurchase agreement. Repurchase agreements are
considered by the staff of the Securities and Exchange Commission to be
loans by the series which enters into them. In an attempt to reduce the
risk of incurring a loss on a repurchase agreement, the series will enter
into repurchase agreements only with domestic banks with total assets in
excess of $1 billion, or primary government securities dealers reporting to
the Federal Reserve Bank of New York, with respect to securities of the
type in which the series may invest or government securities regardless of
their remaining maturities, and will require that additional securities be
deposited with it if the value of the securities purchased should decrease
below resale price.
Illiquid Securities. Where a substantial market of qualified
institutional buyers develops for certain restricted securities purchased
by the series pursuant to Rule 144A under the Securities Act of 1933, as
amended, the Fund intends to treat such securities as liquid securities in
accordance with procedures approved by the Fund's Board. Because it is not
possible to predict with assurance how the market for restricted securities
pursuant to Rule 144A will develop, the Fund's Board has directed the
Manager to monitor carefully the series' investments in such securities
with particular regard to trading activity, availability of reliable price
information and other relevant information. To the extent that, for a
period of time, qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, a series' investing in such securities
may have the effect of increasing the level of illiquidity in the series'
portfolio during such period.
Management Policies
Lending Portfolio Securities. (Government Securities Series only).
In connection with its securities lending transactions, the Government
Securities Series may return to the borrower or a third party which is
unaffiliated with the Fund, and which is acting as a "placing broker," a
part of the interest earned from the investment of collateral received for
securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the series must receive at least 100% cash collateral from the
borrower; (2) the borrower must increase such collateral whenever the
market value of the securities rises above the level of such collateral;
(3) the series must be able to terminate the loan at any time; (4) the
series must receive reasonable interest on the loan, as well as any
interest or other distributions payable on the loaned securities, and any
increase in market value; and (5) the series may pay only reasonable
custodian fees in connection with the loan.
Forward Commitments. (Money Market Series only.) Securities
purchased on a forward commitment or when-issued basis are subject to
changes in value (generally changing in the same way, i.e., appreciating
when interest rates decline and depreciating when interest rates rise)
based upon the public's perception of the creditworthiness of the issuer
and changes, real or anticipated, in the level of interest rates.
Securities purchased on a forward commitment or when-issued basis may
expose the Money Market Series to risks because they may experience such
fluctuations prior to their actual delivery. Purchasing securities on a
when-issued basis can involve the additional risk that the yield available
in the market when the delivery takes place actually may be higher than
that obtained in the transaction itself. Purchasing securities on a
forward commitment or when-issued basis when the Money Market Series is
fully or almost fully invested may result in greater potential fluctuation
in the value of the Money Market Series net assets and its net asset value
per share.
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,
which cannot be changed, as to a series, without approval by the holders of
a majority (as defined in the Investment Company Act of 1940, as amended
(the "1940 Act")) of the outstanding voting shares of such series.
Investment restriction number 11 in not a fundamental policy and may be
changed, as to a series, by vote of a majority of the Fund's Board members
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 (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
Board members and officers of the Fund, together with information as
to their principal business occupations during at least the last five
years, are shown below. Each Board member who is deemed to be an
"interested person" of the Fund, as defined in the 1940 Act, is indicated
by an asterisk.
Board Members of the Fund
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman
of the Board of various funds in the Dreyfus Family of Funds. 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 24, 1994, the Fund's distributor. From August 1994 to December
31, 1994, he was a director of Mellon Bank Corporation. He is also
Chairman of the Board of Directors of the Noel Group, Inc.; a trustee
of Bucknell University; and a director of The Muscular Dystrophy
Association, HealthPlan Services Corporation, Belding Heminway
Company, Inc., Curtis Industries, Inc. and Staffing Resources, Inc.
Mr. DiMartino is 52 years old and his address is 200 Park Avenue, New
York, New York 10166.
*DAVID P. FELDMAN, Board Member. Chairman and Chief Executive Officer of
AT&T. He is also a trustee of Corporate Property Investors, a real
estate investment company. Mr. Feldman is 56 years old and his
address is One Oak Way, Berkeley Heights, New Jersey 07922.
JOHN M. FRASER, JR., Board Member. 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. Mr. Fraser is 74 years old and his address
is 133 East 64th Street, New York, New York 10021.
ROBERT R. GLAUBER, Board Member. 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. Mr. Glauber is 57 years old and his address is 79 John F.
Kennedy Street, Cambridge, Massachusetts 02138.
JAMES F. HENRY, Board Member. President of the CPR Institute for Dispute
Resolution, 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. Mr. Henry is 65
years old and his address is c/o CPR Institute for Dispute Resolution,
366 Madison Avenue, New York, New York 10017.
ROSALIND GERSTEN JACOBS, Board Member. 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. Mrs. Jacobs is 70 years old and
her address is c/o Corporate Property Investors, 305 East 47th Street,
New York, New York 10017.
IRVING KRISTOL, Board Member. 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 a 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. Mr. Kristol
is 76 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, Board Member. 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. 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, and Tulerik, Inc., a
biotechnology company, and a general partner of LINC Venture Lease
Partners II, L.P., a limited partnership engaged in leasing. Dr.
Marks is 69 years old and his address is c/o Memorial Sloan-Kettering
Cancer Center, 1275 York Avenue, New York, New York 10021.
DR. MARTIN PERETZ, Board Member. 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 the
Academy for Liberal Education, an accrediting agency for colleges and
universities certified by the U.S. Department of Education; and a
director of Leukosite Inc., a biopharmaceutical company. From 1988 to
1989, he was a director of Bank Leumi Trust Company of New York; and
from 1988 to 1991, he was a director of Carmel Container Corporation.
Dr. Peretz is 56 years old and his address is c/o The New Republic,
1220 19th Street, N.W., Washington, D.C. 20036.
BERT W. WASSERMAN, Board Member. Financial Consultant. From January 1990
to March 1995, Executive Vice President and Chief Financial Officer,
and from January 1990 to March 1993 a director, of Time Warner Inc.;
from 1981 to 1990, he was a member of the office of the President and
a director of Warner Communications Inc.; and from to
he was a member of the Chemical Bank National Advisory
Board. He is also a director of The New Germany Fund, Mountasia
Entertainment International, Inc., the Lillian Vernon Corporation,
Winstar Communications, Inc. and International Telecommunications
Corp. Mr. Wasserman is 63 years old and his address is 126 East 57th
Street, Suite 12 North, New York, New York 10022-3613.
For as long as the Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Board members of the
Fund who are not "interested persons" of the Fund, as defined in the 1940
Act, will be selected and nominated by the Board members who are not
"interested persons" of the Fund.
The Fund typically pays its Board members 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. The aggregate
amount of compensation paid to each Board member by the Fund and by all
other funds in the Dreyfus Family of Funds for which such person is a Board
member (the number of which is set forth in parenthesis next to each Board
member's total compensation) for the year ended December 31, 1995, were as
follows:
Total
Compensation from
Aggregate Fund and Fund
Name of Board Compensation from Complex Paid to
Member Fund* Board Members
Joseph S. DiMartino $7,656 $448,618 (93)
David P. Feldman $7,000 $113,783 (37)
John M. Fraser, Jr. $7,000 $ 58,606 (14)
Robert R. Glauber $7,000 $ 97,503 (20)
James F. Henry $7,000 $ 53,500 (10)
Rosalind Gersten Jacobs $7,000 $ 92,500 (20)
Irving Kristol $7,000 $ 53,500 (10)
Dr. Paul A. Marks $6,500 $ 49,427 (10)
Dr. Martin Peretz $7,000 $ 53,500 (10)
Bert W. Wasserman $7,000 $ 54,739 (10)
_______________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $877 for all Board members as a group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer and Compliance 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., the ultimate parent of
which is Boston Institutional Group, 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 38 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President,
General Counsel and Secretary 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. He is 31 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 34 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary. Vice President
and 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 31 years old.
ELIZABETH A. BACHMAN. Vice President and Assistant Secretary. Assistant
Vice President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 26 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 33 years old.
JOHN J. PYBURN, Assistant Treasurer. Assistant Treasurer 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 60 years old.
MARGARET M. PARDO, Assistant Secretary. Legal Assistant with the
Distributor and an officer of other investment companies advised or
administered by the Manager. From June 1992 to April 1995, she was a
Medical Coordination Officer at ORBIS International. Prior to June
1992, she worked as Program Coordinator at Physicians World
Communications Group. She is 27 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Board members and officers of the Fund, as a group, owned less than 1%
of the Fund's shares outstanding on April 8, 1996.
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 or (ii) vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of such series, provided that in either event
the continuance also is approved by a majority of the Board members who are
not "interested persons" (as defined in the 1940 Act) of the Fund or the
Manager, by vote cast in person at a meeting called for the purpose of
voting on such approval. Shareholders of each series approved the
Agreement on August 2, 1994. The Fund's Board, including a majority of the
Board members who are not "interested persons" of any party to the
Agreement, last approved the Agreement at a meeting held on September 11,
1995. 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 1940 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; Christopher M. Condron, President, Chief
Operating Officer and a director; Stephen E. Canter, Vice Chairman, Chief
Investment Officer and a director; Lawrence S. Kash, Vice Chairman--
Distribution and a director; Philip L. Toia, Vice Chairman--Operations and
Administration and a director; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; Barbara E. Casey, Vice President--
Dreyfus Retirement Services; Elie M. Genadry, Vice President--Institutional
Sales; William F. Glavin, Jr., Vice President--Corporate Development; Mark
N. Jacobs, Vice President, General Counsel and Secretary; Mary Beth Leibig,
Vice President--Human Resources; Jeffrey N. Nachman, Vice President--Mutual
Fund Accounting; Andrew S. Wasser, Vice President--Information Systems;
Maurice Bendrihem, Controller; Elvira Oslapas, Assistant Secretary; and
Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene
and Julian M. Smerling, directors.
The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board. The Manager is responsible for investment decisions, and provides
the Fund with portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The Fund's portfolio managers are
Bernard W. Kiernan, Jr., 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.
The Manager maintains office facilities on behalf of the Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. The Manager may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
All expenses incurred in the operation of the Fund are borne by the
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 independent pricing services, 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 and any
extraordinary expenses. 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,
including, but not limited to, proportionately in relation to the net
assets of each series.
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 the Manager for the
fiscal years ended December 31, 1993, 1994 and 1995 amounted to $1,131,904,
$897,079 and $772,469, respectively. The management fees paid by the
Government Securities Series to the Manager for the fiscal years ended
December 31, 1993, 1994 and 1995 amounted to $2,983,841, $2,445,817 and
$2,294,425, 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.
PURCHASE OF SHARES
The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "How to Buy
Shares."
The Distributor. The Distributor serves as the Fund's distributor on
a best efforts basis pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the other funds in the Dreyfus
Family of Funds and for certain other investment companies. In some
states, banks or other institutions effecting transactions in Fund shares
may be required to register as dealers pursuant to state law.
Using Federal Funds. Dreyfus Transfer, Inc., the Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), or the Fund may attempt
to notify the investor upon receipt of checks drawn on banks that are not
members of the Federal Reserve System as to the possible delay in
conversion into Federal Funds and may attempt to arrange for a better means
of transmitting the money. 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 at any time. Purchase orders received by 4:00 P.M., New York
time, on any business day that the Transfer Agent and the New York Stock
Exchange are open for business will be credited to the shareholder's Fund
account on the next bank business day following such purchase order.
Purchase orders made after 4:00 P.M., New York time, on any business day
the Transfer Agent and the New York Stock Exchange are open for business,
or orders made on Saturday, Sunday or any Fund holiday (e.g., when the New
York Stock Exchange is not open for business), will be credited to the
shareholder's Fund account on the second bank business day following such
purchase order. 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 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 the
following: 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.
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.
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
Board members for their review. In addition, the Plan provides that
material amendments of the Plan must be approved by the Board, and by the
Board members who are not "interested persons" (as defined in the 1940 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 Board members cast in person at a meeting
called for the purpose of voting on the Plan. The Plan was last so
approved on September 11, 1995. The Plan is terminable at any time by vote
of a majority of the Board members 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, 1995
amounted to $130,046 and $656,225, respectively.
REDEMPTION OF SHARES
The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "How to Redeem
Shares."
Check Redemption Privilege. An investor may indicate on the Account
Application, Shareholder Services Form or by later written request that the
Fund provide Redemption Checks ("Checks") drawn on the investor's Fund
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 ($1,000 minimum) 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, or to a
correspondent bank if the investor's bank is not a member of the Federal
Reserve System. 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
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 Fund's Board 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 service or the Dreyfus Auto-Exchange Privilege may be
modified or terminated at any time upon notice to shareholders.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep 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; or
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.
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
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 Fund's Board has established, as a particular responsibility
within the overall duty of care owed to the Fund's investors, procedures
reasonably designed to stabilize the Fund's price per share as computed for
the purpose of sales and redemptions at $1.00. Such procedures include
review of the Fund's portfolio holdings by the Board, 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.
The extent of any deviation between the Fund's net asset value based
upon available market quotations or market equivalents and $1.00 per share
based on amortized cost will be examined by the Fund's Board. If such
deviation exceeds 1/2 of 1%, the Board will consider promptly what action,
if any, will be initiated. In the event the Board determines that a
deviation exists which may result in material dilution or other unfair
results to investors or existing shareholders, it has agreed to take such
corrective action as it regards as necessary and appropriate, including:
selling portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity; withholding dividends or
paying distributions from capital or capital gains; redeeming shares in
kind; or establishing a net asset value 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, as amended.
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, 1995, the Money Market
Series' yield was 5.06% and its effective yield was 5.19%. For the
seven-day period ended December 31, 1995, the Government Securities Series'
yield was 4.76% and its effective yield was 4.87%. 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.
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.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise, to the holders of the outstanding voting securities of an
investment company such as the 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.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN,
COUNSEL AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is the Fund's transfer and
dividend disbursing agent. Under a transfer agency agreement with the
Fund, the Transfer Agent arranges for the maintenance of shareholder
account records for the Fund, the handling of certain communications
between shareholders and the Fund and the payment of dividends and
distributions payable by the Fund. For these services, the Transfer Agent
receives a monthly fee computed on the basis of the number of shareholder
accounts it maintains for the Fund during the month, and is reimbursed for
certain out-of-pocket expenses. The Bank of New York, 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 Transfer Agent, The
Bank of New York, and First Interstate Bank of California 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 being sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
APPENDIX
Description of the two highest commercial paper, bond and other short-
and long-term rating categories assigned by Standard & Poor's Ratings
Group, a division of The McGraw-Hill Companies, Inc. ("S&P"), Moody's
Investors Service, Inc. ("Moody's"), Fitch Investors Service, L.P.
("Fitch"), Duff & Phelps Credit Rating Co. ("Duff"), IBCA Limited and IBCA,
Inc. ("IBCA") and Thomson BankWatch, Inc. ("BankWatch"):
Commercial Paper 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 TBW-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
<TABLE>
<CAPTION>
DREYFUS MONEY MARKET INSTRUMENTS, INC., MONEY MARKET SERIES
STATEMENT OF INVESTMENTS DECEMBER 31, 1995
PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT-21.5% AMOUNT VALUE
_______ _______
<S> <C> <C>
Bank of Tokyo Ltd. (Yankee)
6.06%, 4/8/96........................................................... $ 7,000,000 $ 7,000,000
Bayerische Vereinsbank AG (London)
5.88%, 12/6/96.......................................................... 7,000,000 7,000,000
Canadian Imperial Bank of Commerce (London)
5.82%, 12/20/96......................................................... 7,000,000 7,000,000
Mitsubishi Bank Ltd. (Yankee)
6.55%, 1/31/96.......................................................... 3,000,000 3,000,000
Sumitomo Bank Ltd. (Yankee)
6.12%, 4/1/96........................................................... 7,000,000 7,000,000
_______
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
(cost $31,000,000)...................................................... $ 31,000,000
=======
BANKERS ACCEPTANCES-3.4%
Dai-Ichi Kangyo Bank Ltd. (Yankee)
5.81%, 3/6/96
(cost $4,948,271)....................................................... $ 5,000,000 $ 4,948,271
=======
COMMERCIAL PAPER-26.7%
Den Danske Corp. Inc.
5.52%, 6/12/96.......................................................... $ 7,000,000 $ 6,829,801
Ford Motor Credit Co.
6.34%, 1/26/96.......................................................... 3,000,000 2,987,396
General Electric Capital Services Inc.
5.64%, 4/25/96.......................................................... 7,000,000 6,876,790
General Motors Acceptance Corp.
5.81%, 2/9/96........................................................... 7,000,000 6,956,775
Spintab AB
5.90%, 4/11/96.......................................................... 7,000,000 6,887,469
SwedBank Inc.
5.88%, 2/20/96.......................................................... 5,000,000 4,960,347
UBS Finance (Delaware) Inc.
5.90%, 1/2/96........................................................... 3,000,000 2,999,509
_______
TOTAL COMMERCIAL PAPER
(cost $38,498,087)...................................................... $ 38,498,087
=======
CORPORATE NOTES-23.6%
Avco Financial Services Inc.
5.78%, 4/1/96 (a)....................................................... $ 5,000,000 $ 5,000,000
DREYFUS MONEY MARKET INSTRUMENTS, INC., MONEY MARKET SERIES
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1995
PRINCIPAL
CORPORATE NOTES (CONTINUED) AMOUNT VALUE
_______ _______
Bear Stearns Companies Inc.
5.23%, 1/26/96 (a)...................................................... $ 8,000,000 $ 8,000,000
General Electric Capital Corp.
5.85%, 2/9/96 (a)....................................................... 7,000,000 7,000,000
Lehman Brothers Holdings Inc.
5.95%, 5/16/96 (a)...................................................... 7,000,000 7,000,000
Merrill Lynch & Co. Inc.
5.81%, 7/2/96 (a)....................................................... 7,000,000 6,999,325
_______
TOTAL CORPORATE NOTES
(cost $33,999,325)...................................................... $ 33,999,325
=======
SHORT-TERM BANK NOTES-3.5%
PNC Bank NA
5.50%, 9/18/96
(cost $5,002,663)....................................................... $ 5,000,000 $ 5,002,663
=======
U.S. GOVERNMENT AGENCIES-20.8%
Federal Farm Credit Banks
Floating Rate Notes
5.58%-5.67%, 11/7/96-10/23/98 (a)....................................... $ 10,000,000 $ 9,988,234
Federal National Mortgage Association
Floating Rate Notes
5.96%, 6/20/97(a)....................................................... 20,000,000 19,997,262
_______
TOTAL U.S. GOVERNMENT AGENCIES
(cost $29,985,496)...................................................... $ 29,985,496
=======
TIME DEPOSITS-.2%
Republic National Bank of New York (London)
3%, 1/2/96
(cost $302,000)......................................................... $ 302,000 $ 302,000
=======
TOTAL INVESTMENTS
(cost $143,735,842)........................................... 99.7% $143,735,842
==== =======
CASH AND RECEIVABLES (NET)........................................ .3% $ 436,533
==== =======
NET ASSETS ............................................ 100.0% $144,172,375
==== =======
</TABLE>
NOTE TO STATEMENT OF INVESTMENTS;
(a) Variable interest rates are subject to change periodically.
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS MONEY MARKET INSTRUMENTS, INC., GOVERNMENT SECURITIES SERIES
STATEMENT OF INVESTMENTS DECEMBER 31, 1995
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. TREASURY BILLS-37.1% PURCHASE AMOUNT VALUE
______ _______ _______
<S> <C> <C> <C>
2/8/96..................................................... 5.48% $ 15,000,000 $ 14,915,925
5/30/96.................................................... 5.54 40,000,000 39,108,333
6/27/96.................................................... 5.18 10,000,000 9,750,306
7/25/96.................................................... 5.72 35,000,000 33,913,922
8/22/96.................................................... 5.87 35,000,000 33,738,188
10/17/96................................................... 5.58 20,000,000 19,147,722
11/14/96................................................... 5.46 10,000,000 9,542,875
_______
TOTAL U.S. TREASURY BILLS
(cost $160,117,271)........................................ $160,117,271
=======
U.S. TREASURY NOTES-14.0%
4%, 1/31/96................................................ 4.94% $ 10,000,000 $ 9,990,767
7.875%, 2/15/96............................................ 4.97 30,000,000 30,096,321
7.375%, 5/15/96............................................ 5.41 20,000,000 20,136,585
_______
TOTAL U.S. TREASURY NOTES
(cost $60,223,673)......................................... $ 60,223,673
=======
REPURCHASE AGREEMENTS-46.4%
Goldman, Sachs & Co.
dated 12/29/95, due 1/2/96 in the amount of $36,023,320
(fully collateralized by $34,970,000 U.S. Treasury
Notes, 7.875%, due 6/30/96, value $36,794,997)............. 5.83% $ 36,000,000 $ 36,000,000
Lanston (Aubrey G.) & Co., Inc.
dated 12/29/95, due 1/2/96 in the amount of $55,036,056
(fully collateralized by $54,995,000 U.S. Treasury
Notes, 5.50% to 7.375%, due from 4/30/96 to
5/15/96, value $55,735,056)................................ 5.90 55,000,000 55,000,000
Lehman Government Securities, Inc.
dated 12/29/95, due 1/2/96 in the amount of $8,005,222
(fully collateralized by $7,960,000 U.S. Treasury
Notes, 7.75%, due 3/31/96, value $8,165,701)............... 5.87 8,000,000 8,000,000
Morgan Stanley & Co.
dated 12/29/95, due 1/2/96 in the amount of $40,026,089
(fully collateralized by $40,710,000 U.S. Treasury
Notes, 4.375%, due 11/15/96, value $40,652,262)............ 5.87 40,000,000 40,000,000
DREYFUS MONEY MARKET INSTRUMENTS, INC., GOVERNMENT SECURITIES SERIES
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1995
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
REPURCHASE AGREEMENTS (CONTINUED) PURCHASE AMOUNT VALUE
______ _______ _______
SBC Capital Markets
dated 12/29/95, due 1/2/96 in the amount of $61,173,634
(fully collateralized by $54,835,000 U.S. Treasury
Notes, 7.25%, due 11/30/96,
and $6,545,000 U.S. Treasury Bills, due
11/14/96, value $62,377,934)............................... 5.83% $ 61,134,000 $ 61,134,000
______
TOTAL REPURCHASE AGREEMENTS
(cost $200,134,000)........................................ $200,134,000
=======
TOTAL INVESTMENTS
(cost $420,474,944).............................. 97.5% $420,474,944
==== =======
CASH AND RECEIVABLES (NET)........................... 2.5% $ 10,968,557
==== =======
NET ASSETS........................................... 100.0% $431,443,501
==== =======
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1995
MONEY GOVERNMENT
MARKET SECURITIES
SERIES SERIES
_______ _______
<S> <C> <C>
ASSETS:
Investments in securities, at value (including repurchase agreements of
$200,134,000 for the Government Securities Series)-Note 2(a,b)....... $143,735,842 $420,474,944
Cash................................................................... -- 8,251,425
Receivable for investment securities sold.............................. -- 9,756,133
Interest receivable.................................................... 1,047,893 1,347,942
Prepaid expenses....................................................... 33,088 67,906
_______ _______
144,816,823 439,898,350
_______ _______
LIABILITIES:
Due to The Dreyfus Corporation and subsidiaries........................ 66,220 243,408
Due to Custodian....................................................... 484,467 --
Payable for investment securities purchased............................ -- 8,000,000
Accrued expenses and other liabilities................................. 93,761 211,441
_______ _______
644,448 8,454,849
_______ _______
NET ASSETS................................................................. $144,172,375 $431,443,501
======= =======
REPRESENTED BY:
Paid-in capital........................................................ $144,170,689 $431,437,177
Accumulated undistributed net realized gain on investments............. 1,686 6,324
_______ _______
NET ASSETS, at value....................................................... $144,172,375 $431,443,501
======= =======
Shares of Common Stock outstanding:
Money Market Series
(5 billion shares of $.01 par value Common Stock authorized)......... 144,154,189
========
Government Securities Series
(10 billion shares of $.01 par value Common Stock authorized)........ 431,437,177
========
NET ASSET VALUE, offering and redemption price per share:
Money Market Series
($144,172,375 / 144,154,189 shares).................................. $1.00
===
Government Securities Series
($431,443,501 / 431,437,177 shares).................................. $1.00
===
See notes to financial statements.
DREYFUS MONEY MARKET INSTRUMENTS, INC.
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1995
MONEY GOVERNMENT
MARKET SECURITIES
SERIES SERIES
______ _______
INVESTMENT INCOME:
INTEREST INCOME......................................................... $ 9,529,223 $27,042,295
_____ ______
EXPENSES-Note 2(c):
Management fee-Note 3(a).............................................. $ 772,469 $ 2,294,425
Shareholder servicing costs-Note 3(b)................................. 346,423 1,160,744
Custodian fees........................................................ 50,460 140,549
Registration fees..................................................... 29,139 32,683
Professional fees..................................................... 25,976 74,825
Directors' fees and expenses-Note 3(c)................................ 16,775 50,015
Prospectus and shareholders' reports.................................. 12,969 34,954
Miscellaneous......................................................... 42,219 9,935
______ ______
TOTAL EXPENSES.................................................... 1,296,430 3,798,130
______ ______
INVESTMENT INCOME-NET....................................................... 8,232,793 23,244,165
NET REALIZED GAIN ON INVESTMENTS-Note 2(b).................................. 88,254 6,504
______ ______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $ 8,321,047 $23,250,669
====== ======
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
STATEMENT OF CHANGES IN NET ASSETS
MONEY MARKET SERIES GOVERNMENT SECURITIES SERIES
___________________ ___________________
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
___________________ ___________________
1994 1995 1994 1995
________ ________ ________ ________
<S> <C> <C> <C> <C>
OPERATIONS:
Investment income-net............. $ 6,015,399 $ 8,232,793 $ 15,841,682 $ 23,244,165
Net realized gain on investments.. 1,315 88,254 13,961 6,504
________ ________ ________ ________
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS... 6,016,714 8,321,047 15,855,643 23,250,669
________ ________ ________ ________
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net............. (6,015,399) (8,232,793) (15,841,682) (23,244,165)
________ ________ ________ ________
CAPITAL STOCK TRANSACTIONS
($1.00 per share):
Net proceeds from shares sold..... 363,712,784 324,551,779 1,082,467,060 1,238,511,882
Dividends reinvested.............. 4,481,890 6,132,624 12,253,115 16,345,565
Cost of shares redeemed........... (405,184,351) (357,148,554) (1,149,487,078) (1,289,375,994)
________ ________ ________ ________
(DECREASE) IN NET ASSETS FROM
CAPITAL STOCK TRANSACTIONS.. (36,989,677) (26,464,151) (54,766,903) (34,518,547)
________ ________ ________ ________
TOTAL (DECREASE) IN
NET ASSETS................ (36,988,362) (26,375,897) (54,752,942) (34,512,043)
NET ASSETS:
Beginning of year................. 207,536,634 170,548,272 520,708,486 465,955,544
________ ________ ________ ________
End of year....................... $ 170,548,272 $ 144,172,375 $ 465,955,544 $ 431,443,501
========= ========= ========= =========
</TABLE>
See notes to financial statements.
DREYFUS MONEY MARKET INSTRUMENTS, INC., MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus dated May 1, 1996.
<TABLE>
<CAPTION>
DREYFUS MONEY MARKET INSTRUMENTS, INC., GOVERNMENT SECURITIES SERIES
FINANCIAL HIGHLIGHTS (CONTINUED)
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.
YEAR ENDED DECEMBER 31,
______________________________
PER SHARE DATA: 1991 1992 1993 1994 1995
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year........... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
____ ____ ____ ____ ____
INVESTMENT OPERATIONS:
Investment income-net........................ .055 .034 .025 .033 .051
____ ____ ____ ____ ____
DISTRIBUTIONS:
Dividends from investment income-net......... (.055) (.034) (.025) (.033) (.051)
____ ____ ____ ____ ____
Net asset value, end of year................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
==== ==== ==== ==== ====
TOTAL INVESTMENT RETURN.......................... 5.65% 3.45% 2.48% 3.31% 5.18%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets...... .69% .72% .80% .88% .83%
Ratio of net investment income to average net assets 5.51% 3.39% 2.46% 3.24% 5.07%
Net Assets, end of year (000's Omitted)...... $706,544 $657,561 $520,708 $465,956 $431,444
</TABLE>
See notes to financial statements.
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. Premier Mutual Fund
Services, Inc. (the "Distributor") acts as the distributor of the Fund's
shares, which are sold to the public without a sales charge. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of FDI Distribution Services, Inc., a provider of mutual fund
administration services, which in turn is a wholly-owned subsidiary of FDI
Holdings, Inc., the parent company of which is the Boston Institutional
Group, Inc. The Dreyfus Corporation ("Manager") serves as the Fund's
investment adviser. The Manager is a direct subsidiary of Mellon Bank, N.A.
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 agreements, 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, if any, of that series, such gain
will not be distributed.
DREYFUS MONEY MARKET INSTRUMENTS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(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.
At December 31, 1995, 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, 1995.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer Inc., a
wholly-owned subsidiary of the Manager, under a transfer agency agreement for
providing personnel and facilities to perform transfer agency services for
the Fund. Such compensation amounted to $9,751 and $20,566 for the Money
Market Series and the Government Securities Series, respectively, for the
period from December 1, 1995 through December 31, 1995.
(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 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. During the year ended December 31, 1995,
the Money Market Series and the Government Securities Series were charged an
aggregate of $130,046 and $656,225, respectively, pursuant to the Shareholder
Services Plan.
(C) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $4,500 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.
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, 1995, 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, 1995 by correspondence with the custodian
and brokers. 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, 1995, 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 and Young LLP signature logo]
New York, New York
February 1, 1996
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, 1995.
Included in Part B of the Registration Statement:
Statement of Investments--December 31, 1995.
Statement of Assets and Liabilities--December 31, 1995.
Statement of Operations--year ended December 31, 1995.
Statement of Changes in Net Assets--for each of the two
years in the period ended December 31, 1995.
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors, dated
February 1, 1996.
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.
(2) Registrant's By-Laws.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 47 to the Registration Statement
on Form N-1A, filed on March 2, 1995.
(6) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 47 to the Registration Statement
on Form N-1A, filed on March 2, 1995.
(8)(a) Amended and Restated Custody Agreement.
(8)(b) Sub-Custodian Agreement, as amended.
(9) Shareholder Services Plan, as revised, is incorporated by
reference to Exhibit (9) of Post-Effective Amendment No. 47 to the
Registration Statement on Form N-1A, filed on March 2, 1995.
(10) Opinion and consent of Registrant's counsel.
(11) Consent of Independent Auditors.
(12) Financial Data Schedule.
(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 No. 47 to the Registration Statement
on Form N-1A, filed on March 2, 1995.)
(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 April 8, 1996
______________ _____________________________
Money Market Series 6,292
Common Stock
(Par value $.01)
Government Securities Series 13,964
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.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation****;
Mellon Bank, N.A.****
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 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
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer 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 Officer:
Vice Chairman of the Board The Boston Company*****;
Vice Chairman of the Board:
Mellon Bank Corporation****;
Mellon Bank, N.A.****;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation****;
Operating Officer The Boston Company*****;
and a Director Deputy Director:
Mellon Trust****;
Chief Executive Officer:
The Boston Company Asset Management,
Inc.*****;
President:
Boston Safe Deposit and Trust
Company*****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive
Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.***;
Director:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company*****;
Laurel Capital Advisors****;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.****;
Boston Safe Deposit and Trust
Company*****;
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
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, Inc.***;
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
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust Co.*****
Dreyfus Service Corporation*
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Dreyfus
Institutional Sales 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++
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
Dreyfus Service Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
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 131 Second Street,
Lewes, Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ The address of the business so indicated is Atrium Building, 80
Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is 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.
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 GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Capital Value Fund, Inc.
14) Dreyfus Cash Management
15) Dreyfus Cash Management Plus, Inc.
16) Dreyfus Connecticut Intermediate Municipal Bond Fund
17) Dreyfus Connecticut Municipal Money Market Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) The Dreyfus Fund Incorporated
22) Dreyfus Global Bond Fund, Inc.
23) Dreyfus Global Growth Fund
24) Dreyfus GNMA Fund, Inc.
25) Dreyfus Government Cash Management
26) Dreyfus Growth and Income Fund, Inc.
27) Dreyfus Growth and Value Funds, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) The Dreyfus/Laurel Investment Series
38) Dreyfus Life and Annuity Index Fund, Inc.
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus Michigan Municipal Money Market Fund, Inc.
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Insured Tax Exempt Bond Fund
54) Dreyfus New York Municipal Cash Management
55) Dreyfus New York Tax Exempt Bond Fund, Inc.
56) Dreyfus New York Tax Exempt Intermediate Bond Fund
57) Dreyfus New York Tax Exempt Money Market Fund
58) Dreyfus Ohio Municipal Money Market Fund, Inc.
59) Dreyfus 100% U.S. Treasury Intermediate Term Fund
60) Dreyfus 100% U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus 100% U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Short-Intermediate Government Fund
66) Dreyfus Short-Intermediate Municipal Bond Fund
67) Dreyfus Investment Grade Bond Funds, Inc.
68) The Dreyfus Socially Responsible Growth Fund, Inc.
69) Dreyfus Strategic Income
70) Dreyfus Strategic Investing
71) Dreyfus Tax Exempt Cash Management
72) The Dreyfus Third Century Fund, Inc.
73) Dreyfus Treasury Cash Management
74) Dreyfus Treasury Prime Cash Management
75) Dreyfus Variable Investment Fund
76) Dreyfus-Wilshire Target Funds, Inc.
77) Dreyfus Worldwide Dollar Money Market Fund, Inc.
78) General California Municipal Bond Fund, Inc.
79) General California Municipal Money Market Fund
80) General Government Securities Money Market Fund, Inc.
81) General Money Market Fund, Inc.
82) General Municipal Bond Fund, Inc.
83) General Municipal Money Market Fund, Inc.
84) General New York Municipal Bond Fund, Inc.
85) General New York Municipal Money Market Fund
87) Peoples Index Fund, Inc.
88) Peoples S&P MidCap Index Fund, Inc.
89) Premier Insured Municipal Bond Fund
90) Premier California Municipal Bond Fund
91) Premier Equity Funds, Inc.
92) Premier Global Investing, Inc.
93) Premier GNMA Fund
94) Premier Growth Fund, Inc.
95) Premier Municipal Bond Fund
96) Premier New York Municipal Bond Fund
97) Premier State Municipal Bond Fund
98) Premier Strategic Growth Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer 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
Paul Prescott+ Vice President None
Elizabeth Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Assistant Treasurer Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a Board member or members 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.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 26th day of April, 1996.
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 and Treasurer 4/26/96
(Principal Executive and
Marie E. Connolly Financial Officer)
/s/Joseph F. Tower* Assistant Treasurer 4/26/96
(Principal Accounting Officer)
Joseph F. Tower
/s/Joseph S. DiMartino*
Director 4/26/96
Joseph S. DiMartino
/s/David P. Feldman* Director 4/26/96
David P. Feldman
/s/John M. Fraser, Jr.* Director 4/26/96
John M. Fraser, Jr.
/s/Robert R. Glauber* Director 4/26/96
Robert R. Glauber
/s/James F. Henry* Director 4/26/96
James F. Henry
/s/Rosalind Gersten Jacobs* Director 4/26/96
Rosalind Gersten Jacobs
/s/Irving S. Kristol* Director 4/26/96
Irving S. Kristol
/s/Paul A. Marks* Director 4/26/96
Paul A. Marks
/s/Martin Peretz* Director 4/26/96
Martin Peretz
/s/Bert W. Wasserman* Director 4/26/96
Bert W. Wasserman
*BY
Eric B. Fischman,
Attorney-in-Fact
INDEX OF EXHIBITS
(1) Agreement and Declaration of Trust, as amended
(2) By-Laws
(8)(a) Amended and Restated Custody Agreement
(8)(b) Sub-Custodian Agreement, as amended
(10) Opinion and Consent of Counsel
(11) Consent of Independent Auditors
(12) Financial Data Schedule
Other Exhibits:
(a) Powers of Attorney
(b) Certificate of Secretary
EXHIBIT (1)
ARTICLES OF INCORPORATION
OF
MONEY MARKET INSTRUMENTS, INC.
For the purposes of forming a stock corporation for
one or more lawful purposes under the provisions of ARTICLE 23
of the Annotated Code of Maryland (hereinafter sometimes
referred to as the "General Corporation Law"), the natural
person hereinafter named as the person acting as the
incorporator of the said corporation does hereby adopt and sign
the following Articles of Incorporation of the corporation and
does hereby acknowledge that his adoption and signing thereof
are his act:
FIRST: (1) The name, including the full given name
and surname, of the incorporator is Gregory K. Marks.
(2) The said incorporator's post office
address, including the street and number, if any, including the
city or county, and including the state or country, is 61
Broadway, New York, New York 10006.
(3) The said incorporator is at least
eighteen years of age.
(4) The said incorporator is forming the
corporation named in these Articles of Incorporation under the
General Corporation Law of the State of Maryland.
SECOND: The name of the corporation (hereinafter
called the "corporation") is Money Market Instruments, Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the
business of an investment company;
(b) to subscribe for, invest in, reinvest
in, purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, exchange, distribute or otherwise
dispose of bonds, debentures, notes, and other
negotiable or non-negotiable instruments, obligations
and evidences of indebtedness issued or guaranteed as
to principal and interest by the United States
Government, or any agency or instrumentality thereof,
any local government, or any agency or instrumentality
thereof, or by any corporation organized under the
laws of the United States or any state, territory or
possession thereof, bank certificates of deposit, bank
time deposits and bankers' acceptances; to pay for the
same in cash or by the issue of stock, including
treasury stock, bonds or notes of the corporation or
otherwise; and to exercise any and all rights, powers
and privileges of ownership or interest in respect of
any and all such investments of every kind and
description, including, without limitation, the right
to consent and otherwise act with respect thereto,
with power to designate one or more persons, firms,
associations or corporations to exercise any of said
rights, powers and privileges in respect of any said
instruments;
(c) to borrow money or otherwise obtain
credit and to secure the same by mortgaging, pledging
or otherwise subjecting as security the assets of the
corporation, and to endorse, guarantee or undertake
the performance of any obligation, contract or
engagement of any other person, firm, association or
corporation;
(d) to issue, sell, repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue,
dispose of, transfer, and otherwise deal in, shares of
Common Stock of the corporation, including shares of
Common Stock of the corporation in fractional
denominations, and to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of
shares of Common Stock of the corporation any funds or
property of the corporation whether capital or surplus
or otherwise, to the full extent now or hereafter
permitted by the laws of the State of Maryland;
(e) to conduct its business, promote its
purposes and carry on its operations in any and all of
its branches and maintain offices both within and
without the State of Maryland, in any States of the
United States of America, in the District of Columbia
and in any other parts of the world; and
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion, and attainment of any of the businesses and
purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in
or carried on by a corporation incorporated or
organized under the General Corporation Law of the
State of Maryland, and to have and exercise all of the
powers conferred by the laws of the State of Maryland
upon corporations incorporated or organized under the
General Corporation Law of the State of Maryland.
The foregoing provisions of this Article THIRD shall
be construed both as purposes and powers and each as an
independent purpose and power. The foregoing enumeration of
specific purposes and powers shall not be held to limit or
restrict in any manner the purposes and powers of the
corporation, and the purposes and powers herein specified shall,
except when otherwise provided in this Article THIRD, be in no
wise limited or restricted by reference to, or inference from,
the terms of any provision of this or any other Article of these
Articles of Incorporation; provided, that the corporation shall
not conduct any business, promote any purpose, or exercise any
power or privilege within or without the State of Maryland
which, under the laws thereof, the corporation may not lawfully
conduct, promote, or exercise.
FOURTH: The post office address, including street
and number, if any, and the city or county of the principal
office of the corporation within the State of Maryland, and of
the resident agent of the corporation within the State of
Maryland, is The Corporation Trust Incorporated, First Maryland
Building, 25 South Charles Street, Baltimore, Maryland 21201.
The words "principal office" and "resident agent" as used herein
shall have the meaning ascribed to them by the General
Corporation Law.
FIFTH: (1) The total number of shares of stock
which the corporation has authority to issue is fifty million
(50,000,000), all of which are of a par value of one cent ($.01)
each and are designated as Common Stock.
(2) The aggregate par value of all the
authorized shares of stock is five hundred thousand dollars
($500,000).
(3) The Board of Directors of the
corporation is authorized, from time to time, to fix the price
or the minimum price or the consideration or minimum
consideration for, and to issue, the shares of stock of the
corporation.
(4) The Board of Directors of the
corporation is authorized, from time to time, to classify or to
reclassify, as the case may be, any unissued shares of stock of
the corporation.
(5) Notwithstanding any provisions of the
General Corporation Law requiring a greater proportion than a
majority of the votes entitled to be cast in order to take or
authorize any action, any such action may be taken or authorized
upon the concurrence of at least a majority of the aggregate
number of votes entitled to be cast thereon.
(6) The corporation may issue shares of its
Common Stock in fractional denominations to the same extent as
its whole shares, and shares in fractional denominations shall
be shares of Common Stock having proportionately to the
respective fractions represented thereby all the rights of whole
shares, including, without limitation, the right to vote, the
right to receive dividends and distributions and the right to
participate upon liquidation of this corporation.
(7) All shares of the Common Stock of the
corporation now or hereafter authorized shall be "subject to
redemption" and "redeemable", in the sense used in the General
Corporation Law of the State of Maryland authorizing the
formation of corporations, at the redemption or purchase price
for any such shares, determined in the manner set out in these
Articles of Incorporation or in any amendment thereto; provided,
however, that the corporation shall have the right, at its
option, to refuse to redeem the shares of stock at less than the
par value thereof. In the absence of any specification as to
the purpose for which shares of the Common Stock of the
corporation are redeemed shares so redeemed shall be deemed to
be "purchased for retirement" in the sense contemplated by the
laws of the State of Maryland and the number of the authorized
shares of the Common Stock of the corporation shall not be
reduced by the number of any shares repurchased by it.
(8) No holder of any of the shares of any
class of the corporation shall be entitled as of right to
subscribe for, purchase, or otherwise acquire any shares of any
class of the corporation which the corporation proposes to grant
for the purchase of shares of any class of the corporation or
for the purchase of any shares, bonds, securities, or
obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights to subscribe for,
purchase, or otherwise acquire shares of any class of the
corporation; and any and all of such shares, bonds, securities
or obligations of the corporation, whether now or hereafter
authorized or created, may be issued, or may be reissued or
transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be
granted by the Board of Directors to such persons, firms,
corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in
its discretion may determine, without first offering the same,
or any thereof, to any said holder.
SIXTH: (1) The number of directors of the
corporation, until such number shall be increased or decreased
pursuant to the by-laws of the corporation, is five. The number
of directors shall never be less than the number prescribed by
the General Corporation Law.
(2) The names of the persons who shall act
as directors of the corporation until the first annual meeting
or until their successors are duly chosen and qualify are as
follows:
John M. Fraser, Jr. James F. Henry
Jerome S. Hardy Martin Peretz
Edward J. Veitch
(3) The initial by-laws of the corporation
shall be adopted by the directors at their organizational
meeting or by their informal written action, as the case may be.
Thereafter, the power to make, alter, and repeal the by-laws of
the corporation shall be vested in the Board of Directors of the
corporation.
(4) Any determination made in good faith
and, so far as accounting matters are involved, in accordance
with generally accepted accounting principles, by or pursuant to
the direction of the Board of Directors, as to: the amount of
the assets, debts, obligations, or liabilities of the
corporation; the amount of any reserves or charges set up and
the propriety thereof; the time of or purpose for creating such
reserves or charges; the use, alteration or cancellation of any
reserves or charges (whether or not any debt, obligation or
liability for which such reserves or charges shall have been
created shall have been paid or discharged or shall be then or
thereafter required to be paid or discharged); the price or
closing bid or asked price of any investment owned or held by
the corporation; the market value of any investment or fair
value of any other asset of the corporation; the number of
shares of the corporation outstanding; the estimated expense to
the corporation in connection with purchases of its shares; the
ability to liquidate investments in orderly fashion; the extent
to which it is practicable to deliver a cross-section of the
portfolio of the corporation in payment for any such shares, or
as to any other matters relating to the issue, sale, purchase
and/or other acquisition or disposition of investments or shares
of the corporation, shall be final and conclusive, and shall be
binding upon the corporation and all holders of its shares,
past, present and future, and shares of the corporation are
issued and sold on the condition and understanding that any and
all such determinations shall be binding as aforesaid.
SEVENTH: (1) The corporation shall indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise. The indemnification
shall be against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit,
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(2) The corporation shall indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture,
trust or other enterprise. The indemnification shall be against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation; except that no indemnification
shall be made in respect of any claim, issue, or matter as to
which the person has been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation,
unless and only to the extent that the court in which the action
or suit was brought, or a court of equity in the county in which
the corporation has its principal office, determines upon
application that, despite the adjudication of liability but in
view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses which the
court shall deem proper.
(3) Unless otherwise expressly provided in
these Articles of Incorporation, to the extent that a director,
officer, employee, or agent of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsection (l) or (2), or in
defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(4) Any indemnification under subsection
(1) or (2) (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsection
(1) or (2). The determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors
who were not parties to the action, suit, or proceeding, or (2)
if a quorum is not obtainable, or, even if obtainable a quorum
of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders in
accordance with the Articles of Incorporation and by-laws of the
corporation.
(5) Expenses (including attorneys' fees)
incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the
final disposition thereof if authorized in the specific case by
a preliminary determination following one of the procedures set
forth in the second sentence of subsection (4) that there is a
reasonable basis for a belief that the director, officer,
employee or agent met the applicable standard of conduct set
forth in subsection (1) or (2), upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent
reasonably assuring that such amount will be repaid unless it
shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this section.
(6) The indemnification provided by this
section shall not be deemed exclusive of any other rights to
which a person may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another
capacity while holding the office, and shall continue as to a
person who has ceased to be a director, officer, employee, or
agent and inure to the benefit of the heirs, executors, and
administrators of the person.
(7) The corporation shall have power to
purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against the liability under the
provisions of this section.
(8) For the purposes of this Article,
references to "the corporation" include any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents as well
as the resulting or surviving corporation; so that any person
who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise shall stand in the same position under the
provisions of this section with respect to the resulting or
surviving corporation as he would have with respect to such a
constituent corporation if its separate existence had continued.
(9) Anything herein contained to the
contrary notwithstanding, no officer or director of the
corporation shall be indemnified for any liability to the
corporation or its security holders to which would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office.
EIGHTH: Any holder of shares of Common Stock of the
corporation shall be entitled to require the corporation to
repurchase and the corporation shall be obligated to repurchase
at the option of such holder all or any part of the shares of
Common Stock of the corporation owned by said holder, at the
repurchase price, pursuant to the method, upon the terms and
subject to the conditions hereinafter set forth:
(a) Certificates (if issued) for shares of
Common Stock shall be presented for repurchase in
proper form for transfer to the corporation or the
agent of the corporation appointed for such purpose
and there shall be presented a written request that
the corporation repurchase all or any part of the
shares represented thereby;
(b) The repurchase price per share shall be
the net asset value per share as determined by the
corporation at such time or times as the Board of
Directors of the corporation shall designate, but not
later than as at the close of the New York Stock
Exchange on the bank business day next succeeding the
time of presentation of certificates for shares, if
issued, and an appropriate request for repurchase or
such later time as the Board of Directors may
designate in accordance with any provision of the
Investment Company Act of 1940, any rule or regulation
thereunder, or any rule or regulation made or adopted
by any securities association registered under the
Securities Exchange Act of 1934, as determined by the
Board of Directors of the corporation.
(c) Net asset value shall be determined by
dividing:
(i) The total value of the assets of
the corporation determined as provided in
Subsection (d) below less, to the extent
determined by or pursuant to the direction
of the Board of Directors in accordance with
generally accepted accounting principles,
all debts, obligations and liabilities of
the corporation (which debts, obligations
and liabilities shall include, without
limitation of the generality of the
foregoing, any and all debts, obligations,
liabilities, or claims, of any and every
kind and nature, fixed, accrued, unmatured
or contingent, including the estimated
accrued expenses of management and
supervision, administration and distribution
and any reserves or charges for any or all
of the foregoing, whether for taxes,
expenses, contingencies, or otherwise, and
the price of Common Stock redeemed but not
paid for) but excluding the corporation's
liability upon its shares and its surplus
by:
(ii) The total number of shares of the
corporation outstanding. (Shares sold by
the corporation whether or not paid for
shall be treated as outstanding and shares
purchased or redeemed by the corporation
whether or not paid for and treasury shares
shall be treated as not outstanding,
provided, that the Board of Directors may
determine whether shares sold or redeemed on
the date of computation shall be included.)
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for determining
such net asset value whenever such other methods are deemed by
it to be necessary in order to enable the corporation to comply
with, or are deemed by it to be desirable provided they are not
inconsistent with, any provision of the Investment Company Act
of 1940 or any rule or regulation thereunder including any rule
or regulation made or adopted pursuant to Section 22 of the
Investment Company Act of 1940 by the Securities and Exchange
Commission or any securities association registered under the
Securities Exchange Act of 1934.
(d) In determining for the purposes of
these Articles of Incorporation the total value of the assets of
the corporation at any time, investments and any other assets of
the corporation shall be valued in such manner as may be
determined from time to time by the Board of Directors.
(e) Payment of the repurchase price by the
corporation may be made either in cash or in securities or other
assets at the time owned by the corporation or partly in cash
and partly in securities or other assets at the time owned by
the corporation. The value of any part of such payment to be
made in securities or other assets of the corporation shall be
the value employed in determining the repurchase price. Payment
of the repurchase price shall be made on or before the seventh
day following the day on which the shares are properly presented
for repurchase hereunder, except that delivery of any securities
included in any such payment shall be made as promptly as any
necessary transfers on the books of the issuers whose securities
are to be delivered may be made, and, except as postponement of
the date of payment may be permissible under the Investment
Company Act of 1940 and the Rules and Regulations thereunder.
The corporation, pursuant to resolution of
the Board of Directors, may deduct from the payment made for any
shares repurchased a liquidating charge not in excess of one per
cent (1%) of the repurchase price of the shares so repurchased,
and the Board of Directors may alter or suspend any such
liquidating charge from time to time.
(f) The right of any holder of shares of
Common Stock repurchased by the corporation as provided in this
Article EIGHTH to receive dividends or distributions thereon and
all other rights of such holder with respect to such shares
shall terminate at the time as of which the repurchase price of
such shares is determined, except the right of such holder to
receive (i) the repurchase price of such shares from the
corporation in accordance with the provisions hereof, and (ii)
any dividend or distribution to which such holder had previously
become entitled as the record holder of such shares on the
record date for such dividend or distribution.
(g) Repurchase of shares of Common Stock by
the corporation is conditional upon the corporation having funds
or property legally available therefor.
(h) The corporation, either directly or
through an agent, may repurchase its shares, out of funds
legally available therefor, upon such terms and conditions and
for such consideration as the Board of Directors shall deem
advisable, by agreement with the owner at a price not exceeding
the net asset value per share as determined by the corporation
at such time or times as the Board of Directors of the
corporation shall designate, but not later than as at the close
of the New York Stock Exchange on the bank business day next
succeeding the time when the purchase or contract to purchase is
made, less a charge not to exceed one per cent (l%) of such net
asset value, if and as fixed by resolution of the Board of
Directors of the corporation from time to time, and take all
other steps deemed necessary or advisable in connection
therewith.
(i) The corporation, pursuant to resolution
of the Board of Directors, may cause the repurchase, upon the
terms set forth in such resolution and in subsections (b)
through (g) and subsection (j) of this Article EIGHTH, of shares
of Common Stock of stockholders owning fifty or fewer such
shares. Notwithstanding any other provision of this Article
EIGHTH, if certificates representing such shares have been
issued, the repurchase price need not be paid by the corporation
until such certificates are presented in proper form for
transfer to the corporation or the agent of the corporation
appointed for such purpose; however, the repurchase shall be
effective, in accordance with the resolution of the Board of
Directors, regardless of whether or not such presentation has
been made.
(j) The obligations set forth in this
Article EIGHTH may be suspended or postponed, (1) for any period
(a) during which the New York Stock Exchange is closed other
than customary week-end and holiday closings or (b) during which
trading on the New York Stock Exchange is restricted, (2) for
any period during which an emergency exists as a result of which
(a) the disposal by the corporation of investments owned by it
is not reasonably practicable, or (b) it is not reasonably
practicable for the corporation fairly to determine the value of
its net assets or (3) for such other periods as the Federal
Securities and Exchange Commission or any successor governmental
authority may by order permit for the protection of security
holders of the corporation.
NINTH: From time to time any of the provisions of
these Articles of Incorporation may be amended, altered or
repealed, and other provisions authorized by the General
Corporation Law at the time in force may be added or inserted in
the manner and at the time prescribed by said Law, and all
rights at any time conferred upon the stockholders of the
corporation by these Articles of Incorporation are granted
subject to the provisions of this Article.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the
adoption and signing are my act.
Dated: December 27, 1974
/s/ Gregory K. Marks
Gregory K. Marks, Incorporator
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I HEREBY CERTIFY that on December 27, 1974 before me
the subscriber, a notary public of the State of New York in and
for the County of New York, personally appeared Gregory K.
Marks, known to me, and acknowledged that he is the Incorporator
who executed the foregoing Articles of Incorporation and further
made oath in due form of law that the matters and facts set
forth in said Articles of Incorporation are true to the best of
his knowledge, information and belief.
WITNESS my hand and notarial seal, the day and year
last above written.
_______________________
Notary Public
DREYFUS MONEY MARKET INSTRUMENTS, INC.
ARTICLES SUPPLEMENTARY
WHEREAS, on February 11, 1980, Dreyfus Money Market
Instruments, Inc., a Maryland corporation (hereinafter sometimes
called the "Corporation"), filed with the State Department of
Assessments and Taxation of Maryland Articles of Amendment
increasing the authorized capital of the Corporation to six
billion (6,000,000,000) shares with a par value of one cent
($.01) each, amounting in the aggregate to sixty million dollars
($60,000,000), divided into two classes, the names of which were
the Money Market Series Shares consisting of five billion
(5,000,000,000) shares and Government Securities Series Shares
consisting of one billion (1,000,000,000) shares; and
WHEREAS, on October 21, 1981, the Board of Directors
of the Corporation pursuant to authority contained in the
Charter thereof, by resolutions duly adopted, reclassified its
unissued stock by the transfer of five hundred million
(500,000,000) unissued shares in the Money Market Series to the
Government Securities Series, to the end that the total
authorized shares in the Money Market Series would consist of
four billion five hundred million (4,500,000,000) shares and the
total number of shares in the Government Securities Series would
consist of one billion five hundred million (1,500,000,000)
shares.
NOW, THEREFORE, Dreyfus Money Market Instruments,
Inc., a Maryland corporation having its principal office in
Baltimore City, Maryland, hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to authority contained in the Charter
five hundred million (500,000,000) shares of authorized but
unissued shares in the Money Market Series have been duly
reclassified by the Board of Directors of the Corporation as
authorized but unissued shares in the Government Securities
Series.
SECOND: A description of the Money Market Series
Shares and the Government Securities Series Shares is contained
in Articles of Amendment filed with the State Department of
Assessments and Taxation of Maryland on April 30, 1979 and on
February 11, 1980.
THIRD: The reclassification of authorized but
unissued shares as set forth in these Articles Supplementary has
effected no change in the authorized capital of the Corporation
consisting of six billion (6,000,000,000) shares with a par
value of one cent ($.01) each, amounting in the aggregate to
sixty million dollars ($60,000,000).
IN WITNESS WHEREOF, Dreyfus Money Market Instruments,
Inc. has caused these presents to be signed in its name and on
its behalf by its President or one of its Vice Presidents and
its corporate seal to be hereunto affixed and attested by its
Secretary this 22nd day of October, 1981, and the undersigned
officers acknowledge that these Articles Supplementary are the
act of the Corporation, that to the best of their knowledge,
information and belief all matters and facts set forth herein
are true in all material respects, and that this statement is
made under the penalties of perjury.
ATTEST: DREYFUS MONEY MARKET
INSTRUMENTS, INC.
/S/ Daniel C. Maclean By/S/ Matthew A. Baxter, Jr.
Secretary President
ARTICLES OF AMENDMENT
MONEY MARKET INSTRUMENTS, INC.
Money Market Instruments, Inc., a Maryland corporation
having its principal office in Baltimore City, Maryland
(hereinafter called the "corporation"), hereby certifies to the
State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the corporation is hereby
amended by striking out Article SECOND and inserting in lieu
thereof the following:
"SECOND: The name of the corporation
(hereinafter called the "corporation") is
DREYFUS MONEY MARKET INSTRUMENTS, INC."
SECOND: The board of directors of the corporation, at
its meeting duly convened and held on January 2, 1975, approved
the foregoing amendment by a majority vote of the entire board
of directors, and at the time of such adoption there were no
shares of stock entitled to vote thereon.
IN WITNESS WHEREOF, Money Market Instruments, Inc.
caused these presents to be signed in its name and on its behalf
by its President or one of its Vice Presidents and its corporate
seal to be hereunto affixed and attested by its Secretary or one
of its Assistant Secretaries on January 17, 1975.
MONEY MARKET INSTRUMENTS, INC.
By: /s/ Jerome S. Hardy
Jerome S. Hardy, President
Attest:
/s/ Daniel C. Maclean
Daniel C. Maclean, Secretary
Articles of Amendment of
DREYFUS MONEY MARKET INSTRUMENTS, INC.
Dreyfus Money Market Instruments, Inc., a Maryland
corporation having its principal office in Baltimore City,
Maryland (hereinafter called the "corporation"), hereby
certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: A. The charter of the corporation is hereby
amended by striking out paragraphs (1) and (2) of Article FIFTH
and inserting in lieu thereof the following:
"FIFTH: (1) The total number of shares of
stock which the corporation has authority to
issue is one billion (1,000,000,000), all of
which are of a par value of one cent ($.01)
each and are designated as Common Stock.
(2) The aggregate par value of all the
authorized shares of stock is ten million dollars
($10,000,000)."
B. The charter of the corporation is
further amended by striking out paragraph (i) of Article EIGHT
and inserting in lieu thereof the following:
"(i) The corporation, pursuant to
resolution of the Board of Directors, may cause the
repurchase, upon the terms set forth in such
resolution and in subsections (b) through (g) and
subsection (j) of this Article EIGHTH, of shares of
Common Stock owned by shareholders whose shares have
an aggregate net asset value of five hundred dollars
or less. Notwithstanding any other provision of this
Article EIGHTH, if certificates representing such
shares have been issued, the repurchase price need not
be paid by the corporation until such certificates are
presented in proper form for transfer to the
corporation or the agent of the corporation appointed
for such purpose; however, the repurchase shall be
effective, in accordance with the resolution of the
Board of Directors, regardless of whether or not such
presentation has been made."
SECOND: The board of directors of the corporation, at
its meeting duly convened and held on March 21, 1975, approved
the foregoing amendment by a majority vote of the entire board
of directors, and at the time of such adoption there were no
shares of stock entitled to vote thereon.
IN WITNESS WHEREOF, Dreyfus Money Market Instruments,
Inc. caused these presents to be signed in its name and on its
behalf by its President or one of its Vice Presidents and its
corporate seal to be hereunto affixed and attested by its
Secretary or one of its Assistant Secretaries on March 21, 1975.
DREYFUS MONEY MARKET INSTRUMENTS, INC.
By: /s/ Jerome S. Hardy
Jerome S. Hardy, President
Attest:
/s/ Daniel C. Maclean
Daniel C. Maclean, Secretary
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
DREYFUS MONEY MARKET INSTRUMENTS, INC.
* * * * *
DREYFUS MONEY MARKET INSTRUMENTS, INC., a Maryland
corporation having its principal office in Baltimore City,
Maryland (hereinafter called the "corporation"), hereby
certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: A. The Articles of Incorporation of the
corporation are hereby amended to increase the authorized
capital of the corporation from one billion (1,000,000,000)
shares with a par value of One Cent ($.01) each, amounting in
the aggregate to Ten Million Dollars ($10,000,000.00) to two
billion (2,000,000,000) shares with a par value of One Cent
($.01) each, amounting in the aggregate to Twenty Million
Dollars ($20,000,000.00) by striking out paragraphs (1) and (2)
of Article "FIFTH" and inserting in lieu thereof the following:
"FIFTH: (1) The total number of shares of all
classes of stock which the corporation has authority to
issue is two billion (2,000,000,000), all of which are of a
par value of One Cent ($.01) each and are designated as
Common Stock. The shares shall be divided into two (2)
classes of one billion (1,000,000,000) each, the names of
which shall be Money Market Series Shares and Government
Securities Series Shares.
"(2) The aggregate par value of all the
authorized shares of stock is Twenty Million Dollars
($20,000,000.00)".
"B. The Articles of Incorporation of the
corporation are further amended by adding the following
paragraphs to Article "FIFTH":
"(9) The holder of each share of stock of the
corporation shall be entitled to one (1) vote for each full
share, and a fractional vote for each fractional share of
stock, irrespective of the class then standing in his name
on the books of the corporation. On any matter submitted
to a vote of shareholders, all shares of the corporation
then issued and outstanding and entitled to vote,
irrespective of the class, shall be voted in the aggregate
and not by class: except (1) when otherwise expressly
provided by the Maryland General Corporation Law or (2)
when required by the Investment Company Act of 1940 or the
rules and regulations thereunder, shares shall be voted by
individual class; and (3) when the matter does not affect
any interest of a particular class, then only shareholders
of the affected class shall be entitled to vote thereon.
"(10) Each class of stock of the corporation shall
have the following powers, preferences and participating,
optional, relative, voting, or other special rights, and
the qualification, restrictions, and limitations thereof
shall be as follows:
"(a) All consideration received by the corporation
for the issue or sale of stock of each class, together with
all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or
liquidation thereof, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same
may be, shall irrevocably belong to the class of shares of
stock with respect to which such assets, payments or funds
were received by the corporation for all purposes, subject
only to the rights of creditors, and shall be so handled
upon the books of account of the corporation. Such assets,
income, earnings, profit and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation
thereof, and any asset derived from any reinvestment of
such proceeds in whatever form the same may be, are herein
referred to as "assets belonging to" such class.
"(b) The Board of Directors may from time to time
declare and pay dividends or distributions, in stock or in
cash, on any or all classes of stock, the amount of such
dividends and the payment thereof being wholly in the
discretion of the Board of Directors.
"(i) Dividends or distributions on shares of any
class of stock shall be paid only out of earnings, surplus,
or other lawfully available assets belonging to such class.
"(ii) Inasmuch as one goal of the corporation is to
qualify as a "regulated investment company" under the
Internal Revenue Code of 1954, as amended, or any successor
or comparable statute thereto, and Regulations promulgated
thereunder, and inasmuch as the computation of net income
and gains for Federal Income Tax purposes may vary from the
computation thereof on the books of the corporation, the
Board of Directors shall have the power in its discretion
to distribute in any fiscal year as dividends, including
dividends designated in whole or in part as capital gains
distributions, amounts sufficient, in the opinion of the
Board of Directors, to enable the corporation to qualify as
a regulated investment company and to avoid liability for
the corporation for Federal Income Tax in respect of that
year. In furtherance, and not in limitation of the
foregoing, in the event that a class of shares has a net
capital loss, and to the extent that the net capital loss
offsets net capital gains from the other class of shares,
the amount to be deemed available for distribution of net
income to the class with the net capital loss shall be
reduced by the amount offset. The shareholders of the
class with the net capital gain shall be entitled to a full
distribution of the net income and the net capital gain
belonging to that class to the extent earned or realized.
If the net capital loss of a class exceeds the net capital
gain from the other class, the excess loss shall not reduce
the net income available for distribution to the class with
the loss, but shall be carried forward.
"(c) In the event of the liquidation or dissolution
of the corporation, shareholders of each class shall be
entitled to receive, as a class, out of the assets of the
corporation available for distribution to shareholders, but
other than general assets not belonging to any particular
class of stock, the assets belonging to such class after
deduction of liabilities attributable to such class; and
the assets so distributable to the shareholders of either
class shall be distributed among such shareholders in
proportion to the number of shares of such class held by
them and recorded on the books of the corporation. In the
event that there are any general assets not belonging to
any particular class of stock, such assets will be
allocated among the series on such basis as is determined
by the Board of Directors, including, but not limited to,
in proportion to the net assets of each series, and, if
available for distribution, will be distributed
accordingly.
"(d) The assets belonging to each class of stock
shall be charged with the liabilities in respect to such
class, and shall also be charged with that proportion of
the general liabilities of the corporation on such basis as
is determined by the Board of Directors, including but not
limited to, in proportion to the net assets of each series.
The determination of the Board of Directors shall be
conclusive as to the amount of liabilities, including
accrued expenses and reserves, and as to the allocation of
the same as to a given class."
SECOND: The Articles of Incorporation of the
corporation are further amended by striking out Article "EIGHTH"
in its entirety and inserting in lieu thereof the following:
"EIGHTH: Any holder of shares of either class of
Common Stock of the corporation shall be entitled to
require the corporation to repurchase and the corporation
shall be obligated to repurchase at the option of such
holder all or any part of the shares of such class of
Common Stock of the corporation owned by said holder, at
the repurchase price, pursuant to the method, upon the
terms and subject to the conditions hereinafter set forth:
"(a) Certificates (if issued) for shares of Common
Stock shall be presented for repurchase in proper form for
transfer to the corporation or the agent of the corporation
appointed for such purpose and there shall be presented a
written request that the corporation repurchase all or any
part of the shares represented thereby;
"(b) The repurchase price per share shall be the net
asset value per share as determined by the corporation at
such time or times as the Board of Directors of the
corporation shall designate, but not later than as at the
close of the New York Stock Exchange on the bank business
day next succeeding the time of presentation of
certificates for shares, if issued, and an appropriate
request for repurchase, or such later time as the Board of
Directors may designate in accordance with any provision of
the Investment Company Act of 1940, any rule or regulation
thereunder, or any rule or regulation made or adopted by
any securities association registered under the Securities
Exchange Act of 1934, as determined by the Board of
Directors of the corporation.
"(c) Net asset value of each class of shares shall be
determined by dividing:
"(i) The total value of the assets attributable to
such class of shares determined as provided in
subsection(d) below less, to the extent determined by or
pursuant to the direction of the Board of Directors in
accordance with generally accepted accounting principles,
all debts, obligations and liabilities of the corporation
attributable to such class of shares (which debts,
obligations and liabilities shall include, without
limitation of the generality of the foregoing, any and all
debts, obligations, liabilities, or claims, of any and
every kind and nature, fixed, accrued, unmatured or
contingent, including the estimated accrued expenses of
management and supervision, administration and distribution
and any reserves or charges for any or all of the
foregoing, whether for taxes, expenses, contingencies, or
otherwise, and the price of Common Stock of such class
redeemed but not paid for) but excluding the corporation's
liability upon its shares and its surplus by:
"(ii) The total number of shares of such class of the
corporation outstanding. (Shares of such class sold by the
corporation whether or not paid for shall be treated as
outstanding and shares of such class purchased or redeemed
by the corporation whether or not paid for and treasury
shares of such class shall be treated as not outstanding,
provided, that the Board of Directors may determine whether
shares of such class sold or redeemed on the date of
computation shall be included).
"The Board of Directors is empowered, in its absolute
discretion, to establish other methods for determining such
net asset value whenever such other methods are deemed by
it to be necessary in order to enable the corporation to
comply with, or are deemed by it to be desirable provided
they are not inconsistent with, any provision of the
Investment Company Act of 1940 or any rule or regulation
thereunder including any rule or regulation made or adopted
pursuant to Section 22 of the Investment Company Act of
1940 by the Securities and Exchange Commission or any
securities association registered under the Securities
Exchange Act of 1934.
"(d) In determining for the purposes of these
Articles of Incorporation the total value of the assets
attributable to each class of shares at any time,
investments and any other assets attributable to such class
of shares shall be valued in such manner as may be
determined from time to time by the Board of Directors.
"(e) Payment of this repurchase price by the
corporation may be made either in cash or in securities or
other assets at the time owned by the corporation or partly
in cash and partly in securities or other assets at the
time owned by the corporation. The value of any part of
such payment to be made in securities or other assets of
the corporation shall be the value employed in determining
the repurchase price. Payment of the repurchase price
shall be made on or before the seventh day following the
day on which the shares are properly presented for
repurchase hereunder, except that delivery of any
securities included in any such payment shall be made as
promptly as any necessary transfers on the books of the
issuers whose securities are to be delivered may be made,
and, except as postponement of the date of payment may be
permissible under the Investment Company Act of 1940 and
the Rules and Regulations thereunder.
"The corporation, pursuant to resolution of the Board
of Directors, may deduct from the payment made for any
shares repurchased a liquidating charge not in excess of
one percent (1%) of the repurchase price of the shares so
repurchased, and the Board of Directors may alter or
suspend any such liquidating charge from time to time. Any
such charge collected by the corporation would become an
asset of the class to which the shares belonged.
"(f) The right of any holder of shares of either
class of Common Stock repurchased by the corporation as
provided in this Article "EIGHTH" to receive dividends or
distributions thereon and all other rights of such holder
with respect to such shares shall terminate at the time as
of which the repurchase price of such shares is determined,
except the right of such holder to receive (i) the
repurchase price of such shares from the corporation in
accordance with the provisions hereof, and (ii) any
dividend or distribution to which such holder had
previously become entitled as the record holder of such
shares on the record date for such dividend or
distribution.
"(g) Repurchase of shares of either or both classes
of Common Stock by the corporation is conditional upon the
class of stock in question having funds or property legally
available therefor.
"(h) The corporation, either directly or through an
agent, may repurchase shares of either or both classes of
its Common Stock out of funds legally available therefor,
upon such terms and conditions and for such consideration
as the Board of Directors shall deem advisable, by
agreement with the owner at a price not exceeding the net
asset value per share of the class of stock in question as
determined by the corporation at such time or times as the
Board of Directors of the corporation shall designate, but
not later than as at the close of the New York Stock
Exchange on the bank business day next succeeding the time
when the purchase or contract to purchase is made, less a
charge not to exceed one percent (1%) of such net asset
value, if and as fixed by resolution of the Board of
Directors of the corporation from time to time, and take
all other steps deemed necessary or advisable in connection
therewith.
"(i) The corporation, pursuant to resolution of the
Board of Directors, may cause the repurchase, upon the
terms set forth in such resolution and in subsections (b)
through (g) and subsection (j) of this Article "EIGHTH", of
shares of such class(es) of Common Stock owned by
shareholders whose shares of such class(es) have an
aggregate net asset value of Five Hundred Dollars ($500.00)
or less. Notwithstanding any other provision of this
Article "EIGHTH", if certificates representing such shares
have been issued, the repurchase price need not be paid by
the corporation until such certificates are presented in
proper form for transfer to the corporation or the agent of
the corporation appointed for such purpose; however, the
repurchase shall be effective, in accordance with the
resolution of the Board of Directors, regardless of whether
or not such presentation has been made.
"(j) The obligations set forth in this Article
"EIGHTH" may be suspended or postponed, (1) for any period
(a) during which the New York Stock Exchange is closed
other than customary weekend and holiday closings or (b)
during which trading on the New York Stock Exchange is
restricted, (2) for any period during which an emergency
exists as a result of which (a) the disposal by the
corporation of investments owned by it is not reasonably
practicable, or (b) it is not reasonably practicable for
the corporation fairly to determine the value of its net
assets or (3) for such other periods as the Federal
Securities and Exchange Commission or any successor
governmental authority may by order permit for the
protection of security holders of the corporation".
THIRD: The Board of Directors of the corporation, at its
meeting duly convened and held on February 16, 1979, adopted a
resolution in which was set forth the foregoing amendments to
the Article of Incorporation, declaring that the said amendments
of the Articles of Incorporation as proposed were advisable and
directed that they be submitted for action thereon by the
stockholders of the corporation at the Annual Meeting to be held
on April 23, 1979.
FOURTH: Notice setting forth the said amendments to the
Articles of Incorporation and stating that a purpose of the
meeting of stockholders would be to take action thereon was
given as required by law, to all stockholders entitled to vote
thereon. The amendments to the Articles of Incorporation of the
corporation as hereinabove set forth were approved by the
stockholders of the corporation at the adjourned annual meeting
held on April 27, 1979 by the affirmative vote of a majority of
all the votes entitled to be cast thereon.
FIFTH: The amendments to the Article of Incorporation of
the corporation as hereinabove set forth have been duly advised
by the Board of Directors and approved by the stockholders of
the corporation.
SIXTH: The Articles of Amendment, as stated above, shall
become effective on the 1st day of May, 1979.
IN WITNESS WHEREOF, DREYFUS MONEY MARKET INSTRUMENTS, INC.
has caused these presents to be signed in its name and on its
behalf by its President and witnessed by its Secretary on the
27th day of April, 1979.
DREYFUS MONEY MARKET INSTRUMENTS,
INC.
By: /s/ Matthew A. Baxter, Jr.
Matthew A. Baxter, Jr.,
President
WITNESS:
By: /s/ Daniel C. Maclean
Daniel C. Maclean, Secretary
THE UNDERSIGNED, President of DREYFUS MONEY MARKET INSTRUMENTS,
INC., who executed on behalf of said corporation the foregoing
Articles of Amendment, of which this certificate is made a part,
hereby acknowledges, in the name and on behalf of said corporation,
the foregoing Articles of Amendment to be the corporate act of said
corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects,
under the penalties of perjury.
Matthew A. Baxter, Jr., President
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
DREYFUS MONEY MARKET INSTRUMENTS, INC.
* * * * *
DREYFUS MONEY MARKET INSTRUMENTS, INC., a Maryland
corporation having its principal office in Baltimore City,
Maryland (hereinafter called the "corporation"), hereby
certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: A. The Articles of Incorporation of the
corporation are hereby amended to increase the authorized
capital of the corporation from two billion (2,000,000,000)
shares with a par value of One Cent ($.01) each, amounting in
the aggregate to Twenty Million Dollars ($20,000,000.00) to Six
Billion (6,000,000,000) shares with a par value of One Cent
($.01) each, amounting in the aggregate to Sixty Million Dollars
($60,000,000.00) by striking out paragraphs (1) and (2) of
Article "FIFTH" and inserting in lieu thereof the following:
"FIFTH: (1) The total number of shares of all
classes of stock which the corporation has
authority to issue is six billion
(6,000,000,000), all of which are designated as
Common Stock. The shares shall be divided into
two (2) classes, the names of which shall be
Money Market Series Shares, which shall consist
of five billion (5,000,000,000) shares, and
Government Securities Series Shares, which shall
consist of one billion (1,000,000,000) shares.
"(2) The aggregate par value of all the
authorized shares of stock is Sixty Million
Dollars ($60,000,000)".
SECOND: The Board of Directors of the corporation, at
its meeting duly convened and held on July 26, 1979, adopted a
resolution in which was set forth the foregoing amendments to
the Articles of Incorporation, declaring that the said
amendments of the Articles of Incorporation as proposed were
advisable and directing that they be submitted for action
thereon by the stockholders of the corporation at the Special
Meeting to be held on February 11, 1980.
THIRD: Notice setting forth the said amendments to
the Articles of Incorporation and stating that a purpose of the
meeting of stockholders would be to take action thereon was
given as required by law, to all stockholders entitled to vote
thereon. The amendments to the Articles of Incorporation of the
corporation as hereinabove set forth were approved by the
stockholders of the corporation at the Special Meeting held on
February 11, 1980 by the affirmative vote of a majority of all
the votes entitled to be cast thereon.
FOURTH: The amendments to the Articles of
Incorporation of the corporation as hereinabove set forth have
been duly advised by the Board of Directors and approved by the
stockholders of the corporation.
FIFTH: The Articles of Amendment, as stated above,
shall become effective on the 11th day of February, 1980.
IN WITNESS WHEREOF, DREYFUS MONEY MARKET INSTRUMENTS,
INC. has caused these presents to be signed in its name and on
behalf of its President and witnessed by its Secretary on the
11th day of February, 1980.
DREYFUS MONEY MARKET
INSTRUMENTS, INC.
By: /s/ Matthew A. Baxter
Matthew A. Baxter
WITNESS:
By: /s/ Daniel C. Maclean
Daniel C. Maclean, Secretary
THE UNDERSIGNED, President of DREYFUS MONEY MARKET INSTRUMENTS,
INC., who executed on behalf of said corporation
the foregoing Articles of Amendment, of which this certificate
is made a part, hereby acknowledges, in the name and on behalf
of said corporation, the foregoing Articles of Amendment to be
the corporate act of said corporation and further certifies
that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval
thereof are true in all material respects, under the penalties
of perjury.
/s/ Matthew A. Baxter
Matthew A. Baxter, President
EXHIBIT (2)
BY-LAWS
OF
DREYFUS MONEY MARKET INSTRUMENTS, INC.
(A Maryland corporation)
__________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing shares of stock shall set forth thereon the
statements prescribed by Section 2-211 of the Maryland General
Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the President
or a Vice President and countersigned by the Secretary or an As-
sistant Secretary or the Treasurer or an Assistant Treasurer and
may be sealed with the corporate seal. The signatures of any
such officers may be either manual or facsimile signatures and
the corporate seal may be either facsimile or any other form of
seal. In case any such officer who has signed manually or by
facsimile any such certificate ceases to be such officer before
the certificate is issued, it nevertheless may be issued by the
corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-207 of the General
Corporation Law.
The corporation may issue a new certificate of stock
in place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, and the Board of Directors
may require, in its discretion, the owner of any such
certificate or his legal representative to give bond, with
sufficient surety, to the corporation to indemnify it against
any loss or claim that may arise by reason of the issuance of a
new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made
only on the stock transfer books of the corporation by the
record holder thereof or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of
the corporation or with a transfer agent or a registrar, if any,
and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes
due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of
Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to
vote at, any meeting of stockholders, or stockholders entitled
to receive payment of any dividend or the allotment of any
rights or in order to make a determination of stockholders for
any other proper purpose. Such date, in any case, shall be not
more than 90 days, and in case of a meeting of stockholders not
less than 10 days, prior to the date on which the meeting or
particular action requiring such determination of stockholders
is to be held or taken. In lieu of fixing a record date, the
Board of Directors may provide that the stock transfer books
shall be closed for a stated period but not to exceed 20 days.
If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of, or to vote at, a
meeting of stockholders, such books shall be closed for at least
10 days immediately pre-ceding such meeting. If no record date
is fixed and the stock transfer books are not closed for the
determination of stock-holders: (1) The record date for the
determination of stock-holders entitled to notice of, or to vote
at, a meeting of stock- holders shall be at the close of
business on the day on which the notice of meeting is mailed or
the day 30 days before the meeting, whichever is the closer date
to the meeting; and (2) The record date for the determination
of stockholders entitled to receive payment of a dividend or an
allotment of any rights shall be at the close of business on the
day on which the resolution of the Board of Directors declaring
the dividend or allotment of rights is adopted, provided that
the payment or allotment date shall not be more than 60 days
after the date on which the resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in
respect of the right to notice of a meeting of stockholders or a
waiver thereof or to participate or vote thereat or to consent
or dissent in writing in lieu of a meeting, as the case may be,
the term "share of stock" or "shares of stock" or "stockholder"
or "stock-holders" refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares
of stock when the corporation is authorized to issue only one
class of shares of stock and said reference also is intended to
include any outstanding share or shares of stock and any holder
or holders of record of outstanding shares of stock of any class
or series upon which or upon whom the Charter confers such
rights where there are two or more classes or series of shares
or upon which or upon whom the General Corporation Law confers
such rights notwithstanding that the Charter may provide for
more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders
of the corporation is required by the Investment Company Act of
1940, as amended, to elect the directors, then there shall be
submitted to the stockholders at such meeting the question of
the election of directors, and a meeting called for that purpose
shall be designated the annual meeting of stockholders for that
year. In other years in which no action by stockholders is
required for the aforesaid election of directors, no annual
meeting need be held.
- SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the
President and shall be called by the Secretary for the purpose
of removing a Director whenever the holders of shares entitled
to at least ten percent of all the votes entitled to be cast at
such meeting shall make a duly authorized request that such
meeting be called.
The Secretary shall call a special meeting of
stockholders for all other purposes whenever the holders of
shares entitled to at least twenty-five percent of all the votes
entitled to be cast at such meeting shall make a duly authorized
request that such meeting be called. Such request shall state
the purpose of such meeting and the matters proposed to be acted
on thereat, and no other business shall be transacted at any
such special meeting. The Secretary shall inform such
stockholders of the reasonably estimated costs of preparing and
mailing the notice of the meeting, and upon payment to the
corporation of such costs, the Secretary shall give notice in
the manner provided for below. Notwithstanding the foregoing,
unless requested by stockholders entitled to cast a majority of
the votes entitled to be cast at the meeting, a special meeting
of the stockholders need not be called at the request of
stockholders to consider any matter that is substantially the
same as a matter voted on at any special meeting of the
stockholders held during the preceding twelve (12)
months.
- PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates
as the directors from time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting.
The notice of a special meeting shall state in all instances the
purpose or purposes for which the meeting is called. Written or
printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to him personally or by
leaving it at his residence or usual place of business not less
than ten days and not more than ninety days before the date of
the meeting, unless any provisions of the General Corporation
Law shall prescribe a different elapsed period of time, to each
stockholder at his address appearing on the books of the
corporation or the address supplied by him for the purpose of
notice. If mailed, notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder
at his post office address as it appears on the records of the
corporation with postage thereon prepaid. Whenever any notice
of the time, place or purpose of any meeting of stockholders is
required to be given under the provisions of these by-laws or of
the General Corpora-tion Law, a waiver thereof in writing,
signed by the stockholder and filed with the records of the
meeting, whether before or after the holding thereof, or actual
attendance or representation at the meeting shall be deemed
equivalent to the giving of such notice to such stockholder.
The foregoing requirements of notice also shall apply, whenever
the corporation shall have any class of stock which is not
entitled to vote, to holders of stock who are not entitled to
vote at the meeting, but who are entitled to notice thereof and
to dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the
corporation or, if the Board of Directors shall determine
otherwise, some other executive officer thereof, shall prepare
or cause to be prepared annually a full and correct statement of
the affairs of the corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year,
which shall be submitted at the Annual Meeting and filed within
twenty days thereafter at the principal office of the
corporation in the State of Maryland.
- CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President,
the Chairman of the Board, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to
be chosen by the stockholders. The Secretary of the corporation
or, in his absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the chairman of the meeting shall
appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may
authorize another person or persons to act for him by proxy in
all matters in which a stockholder is entitled to participate,
whether for the purposes of determining his presence at a
meeting, or whether by waiving notice of any meeting, voting or
participating at a meeting, expressing consent or dissent
without a meeting or otherwise. Every proxy shall be executed
in writing by the stock-holder or by his duly authorized
attorney-in-fact and filed with the Secretary of the
corporation. No unrevoked proxy shall be valid after eleven
months from the date of its execution, unless a
longer time is expressly provided therein.
- INSPECTORS OF ELECTION. The directors, in advance
of any meeting, may, but need not, appoint one or more
inspectors to act at the meeting or any adjournment thereof. If
an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an
inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or
at the meeting by the person presiding thereat. Each inspector,
if any, before entering upon the discharge of his duties, shall
take and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and according
to the best of his ability. The inspectors, if any, shall
determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of
a quorum and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents,
determine the result and do such acts as are proper to conduct
the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting or any
stockholder, the inspector or inspectors, if any, shall make a
report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact
found by him or them.
- VOTING. Each share of stock shall entitle the
holder thereof to one vote, except in the election of directors,
at which each said vote may be cast for as many persons as there
are directors to be elected. Except for election of directors,
a majority of the votes cast at a meeting of stockholders, duly
called and at which a quorum is present, shall be sufficient to
take or authorize action upon any matter which may come before a
meeting, unless more than a majority of votes cast is required
by the corporation's Articles of Incorporation. A plurality of
all the votes cast at a meeting at which a quorum is present
shall be sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of
a meeting of stockholders (but not to vote thereat) have waived
in writing any rights which they may have to dissent from such
action and such consent and waiver are filed with the records of
the corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and
affairs of the corporation shall be managed under the direction
of a Board of Directors. The use of the phrase "entire board"
herein refers to the total number of directors which the
corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be
a natural person of full age. A director need not be a
stockholder, a citizen of the United States or a resident of the
State of Maryland. The initial Board of Directors shall consist
of one person. Thereafter, the number of directors constituting
the entire board shall never be less than three or the number of
stockholders, whichever is less. At any regular meeting or at
any special meeting called for that purpose, a majority of the
entire Board of Directors may increase or decrease the number of
directors, pro-vided that the number thereof shall never be less
than three or the number of stockholders, whichever is less, nor
more than twelve and further provided that the tenure of office
of a director shall not be affected by any decrease in the
number of directors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the director named in the Articles of
Incorporation and shall hold office until the first meeting of
stockholders or until his successor has been elected and
qualified. There-after, directors who are elected at a meeting
of stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold
office until their successors have been elected and qualified.
Newly created directorships and any vacancies in the Board of
Directors, other than vacancies resulting from the removal of
directors by the stockholders, may be filled by the Board of
Directors, subject to the provisions of the Investment Company
Act of 1940. Newly created directorships filled by the Board of
Directors shall be by action of a majority of the entire Board
of Directors. All other vacancies to be filled by the Board of
Directors may be filled by a majority of the remaining members
of the Board of Directors, although such majority is less than a
quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the
directors conveniently may assemble.
- PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular
meetings for which the time and place have been fixed. Special
meetings may be called by or at the direction of the President
or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of
directors or any committee thereof is required to be given under
the provisions of the General Corporation Law or of these by-
laws, a waiver thereof in writing, signed by the director or
committee member entitled to such notice and filed with the
records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting shall be deemed
equivalent to the giving of such notice to such director or such
committee member.
- QUORUM AND ACTION. A majority of the entire Board
of Directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the
directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as
otherwise specifically provided by the Articles of
Incorporation, the General Corporation Law or these by-laws, the
action of a majority of the directors present at a meeting at
which a quorum is present shall be the action of the Board of
Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the
Board, if any and if present and acting, or the President or any
other director chosen by the Board, shall preside at all
meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders,
who may elect a successor or successors to fill any resulting
vacancy or vacancies for the unexpired term of the removed
director or directors.
6. COMMITTEES. The Board of Directors may appoint
from among its members an Executive Committee and other
committees composed of two or more directors and may delegate to
such committee or committees, in the intervals between meetings
of the Board of Directors, any or all of the powers of the Board
of Directors in the management of the business and affairs of
the corporation, except the power to amend the by-laws, to
approve any consolidation, merger, share exchange or transfer of
assets, to declare dividends, to issue stock or to recommend to
stockholders any action requiring the stockholders' approval.
In the absence of any member of any such committee, the members
thereof present at any meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in
the place of such absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in
person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall
be elected by the Board of Directors, and may have such other
officers, assistant officers and agents as the Board of
Directors shall authorize from time to time. Any two or more
offices, except those of President and Vice President, may be
held by the same person, but no person shall execute,
acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law to be executed,
acknowledged or verified by two or more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation
Law is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General
Corporation Law are: The Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal
office in the State of Maryland prescribed by the General
Corporation Law or at the business office or an agency of the
corporation, an original or duplicate stock ledger containing
the names and addresses of all stockholders and the number of
shares of each class held by each stockholder. Such stock
ledger may be in written form or any other form capable of being
converted into written form within a reasonable time for visual
inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the
by-laws, including all amendments thereto, and shall duly file
thereat the annual statement of affairs of the corporation
prescribed by Section 2-314 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the
name of the corporation and shall be in such form and contain
such other words and/or figures as the Board of Directors shall
determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the law. The
corporation shall indemnify its officers to the same extent as
its directors and to such further extent as is consistent with
law. The corporation shall indemnify its directors and officers
who while serving as directors or officers also serve at the
request of the corporation as a director, officer, partner,
trustee, employee, agent or fiduciary or another corporation,
partnership, joint venture, trust, other enterprise or employee
benefit plan to the same extent as its directors and, in the
case of officers, to such further extent as is consistent with
the law. The indemnification and other rights provided by this
Article shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person. This Article
shall not protect any such person against any liability to the
corporation or any stockholder thereof to which such person
would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling conduct").
2. ADVANCES. Any current or former director or
officer of the corporation seeking indemnification within the
scope of this Article shall be entitled to advances from the
corporation for payment of the reasonable expenses incurred by
him in connection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent
permissible under the General Corporation Law. The person
seeking indemnification shall provide to the corporation a
written affirmation of his good faith belief that the standard
of conduct necessary for indemnification by the corporation has
been met and a written undertaking to repay any such advance if
it should ultimately be determined that the standard of conduct
has not been met. In addition, at least one of the following
additional conditions shall be met: (a) the person seeking
indemnification shall provide a security in form and amount
acceptable to the corporation for his undertaking; (b) the
corporation is insured against losses arising by reason of
the advance; or (c) a majority of a quorum of directors of the
corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion,
shall have determined, based on a review of facts readily avail-
able to the corporation at the time the advance is proposed to
be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to
indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent
with the General Corporation Law, whether the standards required
by this Article have been met. Indemnification shall be made
only following: (a) a final decision on the merits by a court
or other body before whom the proceeding was brought that the
person to be indemnified was not liable by reason of disabling
conduct or (b) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the person
to be indemnified was not liable by reason of disabling conduct
by (i) the vote of a majority of a quorum of disinterested non-
party directors or (ii) an independent legal counsel in a
written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS.
Employees and agents who are not officers or directors of the
corporation may be indemnified, and reasonable expenses may be
advanced to such employees or agents, as may be provided by
action of the Board of Directors or by contract, subject to any
limitations imposed by the Investment Company Act of 1940, as
amended.
5. OTHER RIGHTS. The Board of Directors may make
further provision consistent with law for indemnification and
advance of expenses to directors, officers, employees and agents
by resolution, agreement or otherwise. The indemnification
provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the
General Corporation Law and to the Investment Company Act of
1940 as from time to time amended. No amendment of the by-laws
shall affect any right of any person under this Article based on
any event, omission or proceeding prior to the amendment.
As amended, July 1, 1989
EXHIBIT (8)(a)
AMENDED AND RESTATED CUSTODY AGREEMENT
Amended and Restated Custody Agreement made as of
August 18, 1989 between DREYFUS MONEY MARKET INSTRUMENTS, INC.,
a corporation organized and existing under the laws of the State
of Maryland, having its principal office and place of business
at 666 Old Country Road, Garden City New York 11530 (hereinafter
called the "Fund"), and THE BANK OF NEW YORK, a New York
corporation authorized to do a banking business, having its
principal office and place of business at 48 Wall Street, New
York, New York 10015 (hereinafter called the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not
any such person is an Officer or employee of the Fund, duly
authorized by the Directors of the Fund to give Oral
Instructions and Written Instructions on behalf of the Fund and
listed in the Certificate annexed hereto as Appendix A or such
other Certificate as may be received by the Custodian from time
to time.
2. "Available Balance" shall mean for any given day
during a calendar year the aggregate amount of Federal Funds
held in the Fund's custody account(s) at The Bank of New York,
or its successors, as of the close of such day or, if such day
is not a business day, the close of the preceding business day.
3. "Bankruptcy" shall mean with respect to a party
such party's making a general assignment, arrangement or
composition with or for the benefit of its creditors, or
instituting or having instituted against it a proceeding seeking
a judgment of insolvency or bankruptcy or the entry of an order
for relief under the Federal bankruptcy law or any other relief
under any bankruptcy or insolvency law or other similar law
affecting creditors' rights, or if a petition is presented for
the winding up or liquidation of the party or a resolution is
passed for its winding up or liquidation, or it seeks, or
becomes subject to, the appointment of an administrator,
receiver, trustee, custodian or other similar official for it or
for all or substantially all of its assets or its taking any
action in furtherance of, or indicating its consent to approval
of, or acquiescence in, any of the foregoing.
4. "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and Federal
agency securities, its successor or successors and its nominee
or nominees.
5. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures Contracts and Futures Contract Options entitling the
holder, upon timely exercise and payment of the exercise price,
as specified therein, to purchase from the writer thereof the
specified underlying Securities.
6. "Certificate" shall mean any notice, instruction,
or other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually
received by the Custodian and signed on behalf of the Fund by
any two Officers of the Fund.
7. "Clearing Member" shall mean a registered
broker-dealer which is a clearing member under the rules of
O.C.C. and a member of a national securities exchange qualified
to act as a custodian for an investment company, or any
broker-dealer reasonably believed by the Custodian to be such a
clearing member.
8. "Collateral Account" shall mean a segregated
account so denominated and pledged to the Custodian as security
for, and in consideration of, the Custodian's issuance of (a)
any Put Option guarantee letter or similar document described in
paragraph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S.
Consumer Price Index, all items and all urban consumers, U.S.
city average 1982-84 equals 100, as first published without
seasonal adjustment by the Bureau of Labor Statistics, the
Department of Labor, without regard to subsequent revisions or
corrections by such Bureau.
10. "Covered Call Option" shall mean an exchange
traded option entitling the holder, upon timely exercise and
payment of the exercise price, as specified therein, to purchase
from the writer thereof the specified Securities (excluding
Futures Contracts) which are owned by the writer thereof and
subject to appropriate restrictions.
11. "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the
Securities and Exchange Commission, its successor or successors
and its nominee or nominees, provided the Custodian has received
a certified copy of a resolution of the Fund's Directors
specifically approving deposits in DTC. The term "Depository"
shall further mean and include any other person authorized to
act as a depository under the Investment Company Act of 1940,
its successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution of
the Fund's Directors specifically approving deposits therein by
the Custodian.
12. "Earnings Credit" shall mean for any given day
during a calendar year the product of (a) the Federal Funds Rate
for such date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available
same day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.I5 (519) and
applicable to such day and each succeeding day which is not a
business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes,
U.S. Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at
an agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option
with respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account
in the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member,
or otherwise, in accordance with an agreement between the Fund,
the Custodian and a broker, dealer, futures commission merchant
or Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund
may from time to time determine. Securities held in the
Book-Entry System or the Depository shall be deemed to have been
deposited in, or withdrawn from, a Margin Account upon the
Custodian's effecting an appropriate entry on its books and
records.
19. "Merger" shall mean (a) with respect to the Fund,
the consolidation or amalgamation with, merger into, or transfer
of all or substantially all of its assets to, another entity,
where the Fund is not the surviving entity, and (b) with respect
to the Custodian, any consolidation or amalgamation with, merger
into, or transfer of all or substantially all of its assets to,
another entity, except for any such consolidation, amalgamation,
merger or transfer of assets between the Custodian and The Bank
of New York Company, Inc. or any subsidiary thereof, or the
Irving Bank Corporation or any subsidiary thereof, provided that
the surviving entity agrees to be bound by the terms of this
Agreement.
20. "Money Market Security" shall be deemed to
include, without limitation, debt obligations issued or
guaranteed as to principal and interest by the government of the
United States or agencies or instrumentalities thereof,
commercial paper, certificates of deposit and bankers'
acceptances, repurchase and reverse repurchase agreements with
respect to the same and bank time deposits, where the purchase
and sale of such securities normally requires settlement in
Federal funds on the same date as such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation,
a clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its
nominee or nominees.
22. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the Directors of
the Fund to execute any Certificate, instruction, notice or
other instrument on behalf of the Fund and listed in the
Certificate annexed hereto as Appendix B or such other
Certificate as may be received by the Custodian from time to
time.
23. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal
instructions actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person.
25. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures Contracts, and Futures Contract Options entitling the
holder, upon timely exercise and tender of the specified
underlying Securities, to sell such Securities to the writer
thereof for the exercise price.
26. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and agrees
to repurchase such Securities at a described or specified date
and price.
27. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock Index
Futures Contract Options, Financial Futures Contracts, Financial
Futures Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having characteristics
similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public
authorities (including, without limitation, general obligation
bonds, revenue bonds and industrial bonds and industrial
development bonds), bonds, debentures, notes, mortgages or other
obligations, and any certificates, receipts, warrants or other
instruments representing rights to receive, purchase, sell or
subscribe for the same, or evidencing or representing any other
rights or interest therein, or any property or assets.
28. "Segregated Security Account" shall mean an
account maintained under the terms of this Agreement as a
segregated account, by recordation or otherwise, within the
custody account in which certain Securities and/or other assets
of the Fund shall be deposited and withdrawn from time to time
in accordance with Certificates received by the Custodian in
connection with such transactions as the Fund may from time to
time determine.
29. "Shares" shall mean the shares of Common Stock of
the Fund, each of which, in the case of a Fund having Series, is
allocated to a particular Series.
30. "Stock Index Futures Contract" shall mean a
bilateral agreement pursuant to which the parties agree to take
or make delivery of an amount of cash equal to a specified
dollar amount times the difference between the value of a
particular stock index at the close of the last business day of
the contract and the price at which the futures contract is
originally struck.
31. "Stock Index Option" shall mean an exchange
traded option entitling the holder, upon timely exercise, to
receive an amount of cash determined by reference to the
difference between the exercise price and the value of the index
on the date of exercise.
32. "Written Instructions" shall mean written
communications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement,
except that (a) if the Custodian fails to provide for the
custody of any of the Fund's Securities and moneys located or to
be located outside the United States in a manner satisfactory to
the Fund, the Fund shall be permitted to arrange for the custody
of such Securities and moneys located or to be located outside
the United States other than through the Custodian at rates to
be negotiated and borne by the Fund and (b) if the Custodian
fails to continue any existing sub-custodial or similar
arrangements on substantially the same terms as exist on the
date of this Agreement, the Fund shall be permitted to arrange
for such or similar services other than through the Custodian at
rates to be negotiated and borne by the Fund. The Custodian
shall not charge the Fund for any such terminated services after
the date of such termination.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, the Fund will deliver or cause
to be delivered to the Custodian all Securities and all moneys
owned by it, including cash received for the issuance of its
shares, at any time during the period of this Agreement. The
Custodian will not be responsible for such Securities and such
moneys until actually received by it. The Custodian will be
entitled to reverse any credits made on the Fund's behalf where
such credits have been previously made and moneys are not
finally collected. The Fund shall deliver to the Custodian a
certified resolution of the Directors of the Fund approving,
authorizing and instructing the Custodian on a continuous and
on-going basis to deposit in the Book-Entry System all
Securities eligible for deposit therein and to utilize the
Book-Entry System to the extent possible in connection with its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of
Securities collateral. Prior to a deposit of Securities of the
Fund in the Depository the Fund shall deliver to the Custodian a
certified resolution of the Directors of the Fund approving,
authorizing and instructing the Custodian on a continuous and
ongoing basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the Depository
all Securities eligible for deposit therein and to utilize the
Depository to the extent possible in connection with it's
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of
Securities collateral. Securities and moneys of the Fund
deposited in either the Book-Entry System or the Depository will
be represented in accounts which include only assets held by the
Custodian for customers, including, but not limited to, accounts
in which the Custodian acts in a fiduciary or representative
capacity. Prior to the Custodian's accepting, utilizing and
acting with respect to Clearing Member confirmations for Options
and transactions in Options as provided in this Agreement, the
Custodian shall have received a certified resolution of the
Fund's Board of Directors approving, authorizing and instructing
the Custodian on a continuous and on-going basis, until
instructed to the contrary by a Certificate actually received by
the Custodian, to accept, utilize and act in accordance with
such confirmations as provided in this Agreement.
2. The Custodian shall credit to a separate account
in the name of the Fund all moneys received by it for the
account of the Fund, and shall disburse the same only:
(a) In payment for Securities purchased, as provided
in Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name
and address of the person to whom the payment is to be made, and
the purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of
the expenses and liabilities of the Custodian, as provided in
Article XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund
during said day. Where Securities are transferred to the
account of the Fund, the Custodian shall also by book-entry or
otherwise identify as belonging to the Fund a quantity of
Securities in a fungible bulk of Securities registered in the
name of the Custodian (or its nominee) or shown on the
Custodian's account on the books of the Book-Entry System or the
Depository. At least monthly and from time to time, the
Custodian shall furnish the Fund with a detailed statement of
the Securities and moneys held for the Fund under this
Agreement.
4. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, all Securities held for the
Fund, which are issued or issuable only in bearer form, except
such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held
for the Fund may be registered in the name of the Fund, in the
name of any duly appointed registered nominee of the Custodian
as the Custodian may from time to time determine, or in the name
of the Book-Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund agrees to
furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name of
the Book-Entry System or the Depository, any Securities which it
may hold for the account of the Fund and which may from time to
time be registered in the name of the Fund. The Custodian shall
hold all such Securities which are not held in the Book-Entry
System or in the Depository in a separate account in the name of
the Fund physically segregated at all times from those of any
other person or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate,
the Custodian by itself, or through the use of the Book-Entry
System or the Depository with respect to Securities therein
deposited, shall with respect to all Securities held for the
Fund in accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will
provide a conditional payment of income within 60 days from the
date the Custodian received such notice, unless the Custodian
reasonably concludes that such income was not due or payable to
the Fund, provided that the Custodian may reverse any such
conditional payment upon its reasonably concluding that all or
any portion of such income was not due or payable, and provided
further that the Custodian shall not be liable for failing to
collect on a timely basis the full amount of income due or
payable in respect of a "floating rate instrument" or "variable
rate instrument" (as such terms are defined under Rule 2a-7
under the Investment Company Act of 1940, as amended) if it has
acted in good faith, without negligence or willful misconduct.
(b) Present for payment and collect the amount
payable upon such Securities which are called, but only if
either (i) the Custodian receives a written notice of such call,
or (ii) notice of such call appears in one or more of the
publications listed in Appendix C annexed hereto, which may be
amended at any time by the Custodian upon five business days'
prior notification to the Fund;
(c) Present for payment and collect the amount
payable upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws
or the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System
or the Depository with respect to Securities therein deposited,
for the account of the Fund all rights and similar securities
issued with respect to any Securities held by the Custodian
hereunder.
6. Upon receipt of a Certificate and not otherwise,
the Custodian, directly or through the use of the Book-Entry
System or the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents,
authorizations, and any other instruments whereby the authority
of the Fund as owner of any Securities may be exercised;
(b) Deliver any Securities held for the Fund in
exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person
in connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or
other instruments or documents as may be issued to it to
evidence such delivery;
(d) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount
payable upon Securities not described in preceding paragraph
5(b) of this Article which may be called as specified in the
Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to
such availability, the Custodian shall comply with Section 17(f)
of the Investment Company Act of 1940, as amended, in connection
with the purchase, sale, settlement, closing out or writing of
Futures Contracts, Options or Futures Contract Options by making
payments or deliveries specified in Certificates received by the
Custodian in connection with any such purchase, sale, writing,
settlement or closing out upon its receipt from a broker, dealer
or futures commission merchant of a statement or confirmation
reasonably believed by the Custodian to be in the form
customarily used by brokers, dealers, or futures commission
merchants with respect to such Futures Contracts, Options or
Futures Contract Options, as the case may be, confirming that
such Security is held by such broker, dealer or futures
commission merchant, in book-entry form or otherwise, in the
name of the Custodian (or any nominee of the Custodian) as
custodian for the Fund, provided, however, that payments to or
deliveries from the Margin Account shall be made in accordance
with the terms and conditions of the Margin Account Agreement.
Whenever any such instruments or certificates are available, the
Custodian shall, notwithstanding any provision in this Agreement
to the contrary, make payment for any Futures Contract, Option
or Futures Contract Option for which such instruments or such
certificates are available only against the delivery to the
Custodian of such instrument or such certificate, and deliver
any Futures Contract, Option or Futures Contract Option for
which such instruments or such certificates are available only
against receipt by the Custodian of payment therefor. Any such
instrument or certificate delivered to the Custodian shall be
held by the Custodian hereunder in accordance with, and subject
to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the
Fund shall deliver to the Custodian (i) with respect to each
purchase of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase:
(a) the name of the issuer and the title of the Securities; (b)
the number of shares or the principal amount purchased and
accrued interest, if any; (c) the date of purchase and
settlement; (d) the purchase price per unit; (e) the total
amount payable upon such purchase; (f) the name of the person
from whom or the broker through whom the purchase was made, and
the name of the clearing broker, if any; and (g) the name of the
broker to which payment is to be made. The Custodian shall,
upon receipt of Securities purchased by or for the Fund, pay out
of the moneys held for the account of the Fund the total amount
payable to the person from whom, or the broker through whom, the
purchase was made, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral
Instructions or Written Instructions.
2. Promptly after each sale of Securities by the
Fund, other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions,
specifying with respect to each such sale: (a) the name of the
issuer and the title of the Security; (b) the number of shares
or principal amount sold, and accrued interest, if any; (c) the
date of sale; (d) the sale price per unit; (e) the total amount
payable to the Fund upon such sale; (f) the name of the broker
through whom or the person to whom the sale was made, and the
name of the clearing broker, if any; and (g) the name of the
broker to whom the Securities are to be delivered. The
Custodian shall deliver the Securities upon receipt of the total
amount payable to the Fund upon such sale, provided that the
same conforms to the total amount payable as set forth in such
Certificate, Oral Instructions or Written Instructions. Subject
to the foregoing, the Custodian may accept payment in such form
as shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing
among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the type
of Option (put or call); (b) the name of the issuer and the
title and number of shares subject to such Option or, in the
case of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options purchased;
(c) the expiration date; (d) the exercise price; (e) the dates
of purchase and settlement; (f) the total amount payable by the
Fund in connection with such purchase; (g) the name of the
Clearing Member through which such Option was purchased; and (h)
the name of the broker to whom payment is to be made. The
Custodian shall pay, upon receipt of a Clearing Member's
statement confirming the purchase of such Option held by such
Clearing Member for the account of the Custodian (or any duly
appointed and registered nominee of the Custodian) as custodian
for the Fund, out of moneys held for the account of the Fund,
the total amount payable upon such purchase to the Clearing
Member through whom the purchase was made, provided that the
same conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph l hereof, the Fund shall deliver
to the Custodian a Certificate specifying with respect to each
such sale: (a) the type of Option (put or call); (b) the name
of the issuer and the title and number of shares subject to such
Option or, in the case of a Stock Index Option, the stock index
to which such Option relates and the number of Stock Index
Options sold; (c) the date of sale; (d) the sale price; (e) the
date of settlement; (f) the total amount payable to the Fund
upon such sale; and (g) the name of the Clearing Member through
which the sale was made. The Custodian shall consent to the
delivery of the Option sold by the Clearing Member which
previously supplied the confirmation described in preceding
paragraph 1 of this Article with respect to such Option against
payment to the Custodian of the total amount payable to the
Fund, provided that the same conforms to the total amount
payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any
Call Option purchased by the Fund pursuant to paragraph 1
hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Call Option: (a) the name of
the issuer and the title and number of shares subject to the
Call Option; (b) the expiration date; (c) the date of exercise
and settlement; (d) the exercise price per share; (e) the total
amount to be paid by the Fund upon such exercise; and (f) the
name of the Clearing Member through which such Call Option was
exercised. The Custodian shall, upon receipt of the Securities
underlying the Call Option which was exercised, pay out of the
moneys held for the account of the Fund the total amount payable
to the Clearing Member through whom the Call Option was
exercised, provided that the same conforms to the total amount
payable as set forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares subject to the Put Option; (b)
the expiration date; (c) the date of exercise and settlement;
(d) the exercise price per share; (e) the total amount to be
paid to the Fund upon such exercise; and (f) the name of the
Clearing Member through which such Put Option was exercised.
The Custodian shall, upon receipt of the amount payable upon the
exercise of the Put Option, deliver or direct the Depository to
deliver the Securities, provided the same conforms to the amount
payable to the Fund as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any
Stock Index Option purchased by the Fund pursuant to paragraph 1
hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) the
type of Stock Index Option (put or call); (b) the number of
Options being exercised; (c) the stock index to which such
Option relates; (d) the expiration date; (e) the exercise price;
(f) the total amount to be received by the Fund in connection
with such exercise; and (g) the Clearing Member from which such
payment is to be received.
6. Whenever the Fund writes a Covered Call Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the
name of the issuer and the title and number of shares for which
the Covered Call Option was written and which underlie the same;
(b) the expiration date; (c) the exercise price; (d) the premium
to be received by the Fund; (e) the date such Covered Call
Option was written; and (f) the name of the Clearing Member
through which the premium is to be received. The Custodian
shall deliver or cause to be delivered, in exchange for receipt
of the premium specified in the Certificate with respect to such
Covered Call Option, such receipts as are required in accordance
with the customs prevailing among Clearing Members dealing in
Covered Call Options and shall impose, or direct the Depository
to impose, upon the underlying Securities specified in the
Certificate such restrictions as may be required by such
receipts. Notwithstanding the foregoing, the Custodian has the
right, upon prior written notification to the Fund, at any time
to refuse to issue any receipts for Securities in the possession
of the Custodian and not deposited with the Depository
underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct
the Depository to deliver, the Securities subject to such
Covered Call Option and specifying: (a) the name of the issuer
and the title and number of shares subject to the Covered Call
Option; (b) the Clearing Member to whom the underlying
Securities are to be delivered; and (c) the total amount payable
to the Fund upon such delivery. Upon the return and/or
cancellation of any receipts delivered pursuant to paragraph 6
of this Article, the Custodian shall deliver, or direct the
Depository to deliver, the underlying Securities as specified in
the Certificate for the amount to be received as set forth in
such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares for which the Put Option is
written and which underlie the same; (b) the expiration date;
(c) the exercise price; (d) the premium to be received by the
Fund; (e) the date such Put Option is written; (f ) the name of
the Clearing Member through which the premium is to be received
and to whom a Put Option guarantee letter is to be delivered;
(g) the amount of cash, and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security
Account; and (h) the amount of cash and/or the amount and kind
of Securities to be deposited into the Collateral Account. The
Custodian shall, after making the deposits into the Collateral
Account specified in the Certificate, issue a Put Option
guarantee letter substantially in the form utilized by the
Custodian on the date hereof, and deliver the same to the
Clearing Member specified in the Certificate against receipt of
the premium specified in said Certificate. Notwithstanding the
foregoing, the Custodian shall be under no obligation to issue
any Put Option guarantee letter or similar document if it is
unable to make any of the representations contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund
shall promptly deliver to the Custodian a Certificate
specifying: (a) the name of the issuer and title and number of
shares subject to the Put Option; (b) the Clearing Member from
which the underlying Securities are to be received; (c) the
total amount payable by the Fund upon such delivery; (d) the
amount of cash and/or the amount and kind of Securities to be
withdrawn from the Collateral Account; and (e) the amount of
cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account. Upon the return
and/or cancellation of any Put Option guarantee letter or
similar document issued by the Custodian in connection with such
Put Option, the Custodian shall pay out of the moneys held for
the account of the Fund the total amount payable to the Clearing
Member specified in the Certificate as set forth in such
Certificate, and shall make the withdrawals specified in such
Certificate.
10. Whenever the Fund writes a Stock Index Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) whether
such Stock Index Option is a put or a call; (b) the number of
Options written; (c) the stock index to which such Option
relates; (d) the expiration date; (e) the exercise price; (f)
the Clearing Member through which such Option was written; (g)
the premium to be received by the Fund; (h) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (i) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Collateral Account; and (j) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in a Margin Account, and the name in which such
account is to be or has been established. The Custodian shall,
upon receipt of the premium specified in the Certificate, make
the deposits, if any, into the Segregated Security Account
specified in the Certificate, and either (1) deliver such
receipts, if any, which the Custodian has specifically agreed to
issue, which are in accordance with the customs prevailing among
Clearing Members in Stock Index Options and make the deposits
into the Collateral Account specified in the Certificate, or (2)
make the deposits into the Margin Account specified in the
Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) such information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member through
which such Stock Index Option is being exercised; (c) the total
amount payable upon such exercise, and whether such amount is to
be paid by or to the Fund; (d) the amount of cash and/or amount
and kind of Securities, if any, to be withdrawn from the Margin
Account; and (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article,
the Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical
to a previously written Option described in paragraphs 6, 8 or
10 of this Article in a transaction expressly designated as a
"Closing Purchase Transaction" in order to liquidate its
position as a writer of an Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect
to the Option being purchased: (a) that the transaction is a
Closing Purchase Transaction; (b) the name of the issuer and the
title and number of shares subject to the Option, or, in the
case of a Stock Index Option, the stock index to which such
Option relates and the number of Options held; (c) the exercise
price; (d) the premium to be paid by the Fund; (e) the
expiration date; (f) the type of Option (put or call); (g) the
date of such purchase; (h) the name of the Clearing Member to
which the premium is to be paid; and (i) the amount of cash
and/or the amount and kind of Securities, if any, to be
withdrawn from the Collateral Account, a specified Margin
Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8
or 10 of this Article with respect to the Option being
liquidated through the Closing Purchase Transaction, the
Custodian shall remove, or direct the Depository to remove, the
previously imposed restrictions on the Securities underlying the
Call Option.
13. Upon the expiration or exercise of, or
consummation of a Closing Purchase Transaction with respect to,
any Option purchased or written by the Fund and described in
this Article, the Custodian shall delete such Option from the
statements delivered to the Fund pursuant to paragraph 3 of
Article III herein, and upon the return and/or cancellation of
any receipts issued by the Custodian, shall make such
withdrawals from the Collateral Account, the Margin Account
and/or the Segregated Security Account as may be specified in a
Certificate received in connection with such expiration,
exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with
respect to any number of identical Futures Contract(s)): (a)
the category of Futures Contract (the name of the underlying
stock index or financial instrument); (b) the number of
identical Futures Contracts entered into; (c) the delivery or
settlement date of the Futures Contract(s); (d) the date the
Futures Contract(s) was (were) entered into and the maturity
date; (e) whether the Fund is buying (going long) or selling
(going short) on such Futures Contract(s); (f) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (g) the name of
the broker, dealer or futures commission merchant through which
the Futures Contract was entered into; and (h) the amount of fee
or commission, if any, to be paid and the name of the broker,
dealer or futures commission merchant to whom such amount is to
be paid. The Custodian shall make the deposits, if any, to the
Margin Account in accordance with the terms and conditions of
the Margin Account Agreement. The Custodian shall make payment
of the fee or commission, if any, specified in the Certificate
and deposit in the Segregated Security Account the amount of
cash and/or the amount and kind of Securities specified in said
Certificate.
2. (a) Any variation margin payment or similar
payment required to be made by the Fund to a broker, dealer or
futures commission merchant with respect to an outstanding
Futures Contract shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar
payment from a broker, dealer or futures commission merchant to
the Fund with respect to an outstanding Futures Contract shall
be received and dealt with by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the custodian
hereunder is retained by the Fund until delivery or settlement
is made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Futures Contract;
(b) with respect to a Stock Index Futures Contract, the total
cash settlement amount to be paid or received, and with respect
to a Financial Futures Contract, the Securities and/or amount of
cash to be delivered or received; (c) the broker, dealer or
futures commission merchant to or from which payment or delivery
is to be made or received; and (d) the amount of cash and/or
Securities to be withdrawn from the Segregated Security Account.
The Custodian shall make the payment or delivery specified in
the Certificate and delete such Futures Contract from the
statements delivered to the Fund pursuant to paragraph 3 of
Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b)
the Futures Contract being offset. The Custodian shall make
payment of the fee or commission, if any, specified in the
Certificate and delete the Futures Contract being offset from
the statements delivered to the Fund pursuant to paragraph 3 of
Article III herein, and make such withdrawals from the
Segregated security Account as may be specified in such
Certificate. The withdrawals, if any, to be made from the
Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures
Contract Option by the Fund, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such Futures
Contract Option: (a) the type of Futures Contract Option (put
or call); (b) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option purchased; (c) the
expiration date; (d) the exercise price; (e) the dates of
purchase and settlement; (f) the amount of premium to be paid by
the Fund upon such purchase; (g) the name of the broker or
futures commission merchant through which such option was
purchased; and (h) the name of the broker or futures commission
merchant to whom payment is to be made. The Custodian shall pay
the total amount to be paid upon such purchase to the broker or
futures commission merchant through whom the purchase was made,
provided that the same conforms to the amount set forth in such
Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date
of settlement; (f) the total amount payable to the Fund upon
such sale; and (g) the name of the broker or futures commission
merchant through which the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by
the Fund pursuant to paragraph 1 is exercised by the Fund, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option (put or
call) being exercised; (b) the type of Futures Contract
underlying the Futures Contract Option; (c) the date of
exercise; (d) the name of the broker or futures commission
merchant through which the Futures Contract Option is exercised;
(e) the net total amount, if any, payable by the Fund; (f) the
amount, if any, to be received by the Fund; and (g) the amount
of cash and/or the amount and kind of Securities to be deposited
in the Segregated Security Account. The Custodian shall make
the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate.
The deposits, if any, to be made to the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract
Option, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as
may be necessary to identify the Futures Contract underlying the
Futures Contract Option; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the Fund; (f)
the name of the broker or futures commission merchant through
which the premium is to be received; and (g) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account. The Custodian
shall, upon receipt of the premium specified in the Certificate,
make the deposits into the Segregated Security Account, if any,
as specified in the Certificate. The deposits, if any, to be
made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying: (a) the
particular Futures Contract Option exercised; (b) the type of
Futures Contract underlying the Futures Contract Option; (c) the
name of the broker or futures commission merchant through which
such Futures Contract Option was exercised; (d) the net total
amount, if any, payable to the Fund upon such exercise; (e) the
net total amount, if any, payable by the Fund upon such
exercise; and (f) the amount of cash and/or the amount and kind
of Securities to be deposited in the Segregated Security
Account. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in such
Certificate make the payments, if any, and the deposits, if any,
into the Segregated Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is
written by the Fund and which is a Put Option is exercised, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option
exercised; (b) the type of Futures Contract underlying such
Futures Contract Option; (c) the name of the broker or futures
commission merchant through which such Futures Contract Option
is exercised; (d) the net total amount, if any, payable to the
Fund upon such exercise; (e) the net total amount, if any,
payable by the Fund upon such exercise; and (f) the amount and
kind of Securities and/or cash to be withdrawn from or deposited
in the Segregated Security Account, if any. The Custodian
shall, upon its receipt of the net total amount payable to the
Fund, if any, specified in the Certificate, make the payments,
if any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits to and/or
withdrawals from the Margin Account, if any, shall be made by
the Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as
a writer of such Futures Contract Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with
respect to the Futures Contract Option being purchased: (a)
that the transaction is a closing transaction; (b) the type of
Futures Contract and such other information as may be necessary
to identify the Futures Contract underlying the Futures Contract
Option; (c) the exercise price; (d) the premium to be paid by
the Fund; (e) the expiration date; (f) the name of the broker or
futures commission merchant to which the premium is to be paid;
and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account. The Custodian shall effect the withdrawals from the
Segregated Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
8. Upon the expiration or exercise of, or
consummation of a closing transaction with respect to, any
Futures Contract Option written or purchased by the Fund and
described in this Article, the Custodian shall (a) delete such
Futures Contract Option from the statements delivered to the
Fund pursuant to paragraph 3 of Article III herein, and (b) make
such withdrawals from, and/or, in the case of an exercise, such
deposits into, the Segregated Security Account as may be
specified in a Certificate. The deposits to and/or withdrawals
from the Margin Account, if any, shall be made by the Custodian
in accordance with the terms and conditions of the Margin
Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the name
of the issuer and the title of the Security; (b) the number of
shares or principal amount sold, and accrued interest or
dividends, if any; (c) the dates of the sale and settlement; (d)
the sale price per unit; (e) the total amount credited to the
Fund upon such sales, if any; (f) the amount of cash and/or the
amount and kind of Securities, if any, which are to be deposited
in a Margin Account and the name in which such Margin Account
has been or is to be established; (g) the amount of cash and/or
the amount and kind of Securities, if any, to be deposited in a
Segregated Security Account; and (h) the name of the broker
through which such short sale was made. The Custodian shall
upon its receipt of a statement from such broker confirming such
sale and that the total amount credited to the Fund upon such
sale, if any, as specified in the Certificate is held by such
broker for the account of the Custodian (or any nominee of the
Custodian) as custodian of the Fund, issue a receipt or make the
deposits into the Margin Account and the Segregated Security
Account specified in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out:
(a) the name of the issuer and the title of the Security; (b)
the number of shares or the principal amount, and accrued
interest or dividends, if any, required to effect such
closing-out to be delivered to the broker; (c) the dates of the
closing-out and settlement; (d) the purchase price per unit; (e)
the net total amount payable to the Fund upon such closing-out;
(f) the net total amount payable to the broker upon such
closing-out; (g) the amount of cash and the amount and kind of
Securities to be withdrawn, if any, from the Margin Account; (h)
the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Segregated Security Account; and
(i) the name of the broker through which the Fund is effecting
such closing-out. The Custodian shall, upon receipt of the net
total amount payable to the Fund upon such closing-out and the
return and/or cancellation of the receipts, if any, issued by
the custodian with respect to the short sale being closed-out,
pay out of the moneys held for the account of the Fund to the
broker the net total amount payable to the broker, and make the
withdrawals from the Margin Account and the Segregated Security
Account, as the same are specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held
by the Custodian hereunder, the Fund shall deliver to the
Custodian a Certificate or in the event such Reverse Repurchase
Agreement is a Money Market Security, a Certificate, Oral
Instructions or Written Instructions specifying: (a) the total
amount payable to the Fund in connection with such Reverse
Repurchase Agreement; (b) the broker or dealer through or with
which the Reverse Repurchase Agreement is entered; (c) the
amount and kind of Securities to be delivered by the Fund to
such broker or dealer; (d) the date of such Reverse Repurchase
Agreement; and (e) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in a Segregated Security
Account in connection with such Reverse Repurchase Agreement.
The Custodian shall, upon receipt of the total amount payable to
the Fund specified in the Certificate, Oral Instructions or
Written Instructions make the delivery to the broker or dealer,
and the deposits, if any, to the Segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund
shall promptly deliver a Certificate or, in the event such
Reverse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions to the
Custodian specifying: (a) the Reverse Repurchase Agreement
being terminated; (b) the total amount payable by the Fund in
connection with such termination; (c) the amount and kind of
Securities to be received by the Fund in connection with such
termination; (d) the date of termination; (e) the name of the
broker or dealer with or through which the Reverse Repurchase
Agreement is to be terminated; and (f) the amount of cash and/or
the amount and kind of Securities to be withdrawn from the
Segregated Security Account. The Custodian shall, upon receipt
of the amount and kind of Securities to be received by the Fund
specified in the Certificate, Oral Instructions or Written
Instructions, make the payment to the broker or dealer, and the
withdrawals, if any, from the Segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account
as specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount
and kind of Securities to be deposited in, or withdrawn from,
the Segregated Security Account. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and the number of shares or the principal amount of any
particular Securities to be deposited by the Custodian into, or
withdrawn from, a Segregated Securities Account, the Custodian
shall be under no obligation to make any such deposit or
withdrawal and shall no notify the Fund.
2. The custodian shall make deliveries or payments
from a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its
lien and realize on any such property whenever the Custodian has
made payment or delivery pursuant to any Put Option guarantee
letter or similar document or any receipt issued hereunder by
the Custodian. In the event the Custodian should realize on any
such property net proceeds which are less than the Custodian's
obligations under any Put Option guarantee letter or similar
document or any receipt, such deficiency shall be a debt owed
the Custodian by the Fund within the scope of Article XIII
herein.
5. On each business day, the Custodian shall furnish
the Fund with a statement with respect to each Margin Account in
which money or Securities are held specifying as of the close of
business on the previous business day: (a) the name of the
Margin Account; (b) the amount and kind of Securities held
therein; and (c) the amount of money held therein. The
Custodian shall make available upon request to any broker,
dealer or futures commission merchant specified in the name of a
Margin Account a copy of the statement furnished the Fund with
respect to such Margin Account.
6. Promptly after the close of business on each
business day in which cash and/or Securities are maintained in a
Collateral Account, the Custodian shall furnish the Fund with a
Statement with respect to such Collateral Account specifying the
amount of cash and/or the amount and kind of Securities held
therein. No later than the close of business next succeeding
the delivery to the Fund of such statement, the Fund shall
furnish to the Custodian a Certificate or Written Instructions
specifying the then market value of the securities described in
such statement. In the event such then market value is
indicated to be less than the Custodian's obligation with
respect to any outstanding Put Option, guarantee letter or
similar document, the Fund shall promptly specify in a
Certificate the additional cash and/or Securities to be
deposited in such Collateral Account to eliminate such
deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of
the resolution of the Directors, certified by the Secretary or
any Assistant Secretary, either (i) setting forth the date of
the declaration of a dividend or distribution, the date of
payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the
total amount payable to the Dividend Agent of the Fund on the
payment date, or (ii) authorizing the declaration of dividends
and distributions on a daily basis and authorizing the Custodian
to rely on Oral Instructions, Written Instructions or a
Certificate setting forth the date of the declaration of such
dividend or distribution, the date of payment thereof, the
record date as of which shareholders entitled to payment shall
be determined, the amount payable per share to the shareholders
of record as of that date and the total amount payable to the
Dividend Agent on the payment date.
2. Upon the payment date specified in such
resolution, Oral Instructions, Written Instructions or
Certificate, as the case may be, the Custodian shall pay out of
the moneys held for the account of the Fund the total amount
payable to the Dividend Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF COMMON STOCK
1. Whenever the Fund shall sell any of its Shares, it
shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price;
and
(b) The amount of money to be received by the
Custodian for the sale of such Shares.
2. Upon receipt of such money from the Transfer
Agent, the Custodian shall credit such money to the account of
the Fund.
3. Upon issuance of any of the Fund's Shares in
accordance with the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account of
the Fund, all original issue or other taxes required to be paid
by the Fund in connection with such issuance upon the receipt of
a Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any of its Shares, it shall furnish to
the Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of Shares received by the Transfer
Agent for redemption and that such Shares are valid and in good
form for redemption, the Custodian shall make payment to the
Transfer Agent out of the moneys held for the account of the
Fund of the total amount specified in the Certificate issued
pursuant to the foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of the Fund's Shares, whenever its Shares are
redeemed pursuant to any check redemption privilege which may
from time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part of
such check redemption privilege out of the money held in the
account of the Fund for such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of the Fund which results in an
overdraft because the moneys held by the Custodian for the
account of the Fund shall be insufficient to pay the total
amount payable upon a purchase of Securities as set forth in a
Certificate or Oral Instructions issued pursuant to Article IV,
or which results in an overdraft for some other reason, or if
the Fund is for any other reason indebted to the Custodian
(except a borrowing for investment or for temporary or emergency
purposes using Securities as collateral pursuant to a separate
agreement and subject to the provisions of paragraph 2 of this
Article XIII), such overdraft or indebtedness shall be deemed to
be a loan made by the Custodian to the Fund payable on demand
and shall bear interest from the date incurred at a rate per
annum (based on a 360-day year for the actual number of days
involved) equal to the Federal Funds Rate plus 1/2%, such rate
to be adjusted on the effective date of any change in such
Federal Funds Rate but in no event to be less than 6% per annum,
except that any overdraft resulting from an error by the
Custodian shall bear no interest. Any such overdraft or
indebtedness shall be reduced by an amount equal to the total of
all amounts due the Fund which have not been collected by the
Custodian on behalf of the Fund when due because of the failure
of the Custodian to make timely demand or presentment for
payment. In addition, the Fund hereby agrees that the Custodian
shall have a continuing lien and security interest in and to any
property at any time held by it for the benefit of the Fund or
in which the Fund may have an interest which is then in the
Custodian's possession or control or in possession or control of
any third party acting in the Custodian's behalf. The Fund
authorizes the Custodian, in its sole discretion, at any time to
charge any such overdraft or indebtedness together with interest
due thereon against any balance of account standing to the
Fund's credit on the Custodian's books. For purposes of this
Section 1 of Article XIII, "overdraft" shall mean a negative
Available Balance.
2. The Fund will cause to be delivered to the
Custodian by any bank (including, if the borrowing is pursuant
to a separate agreement, the Custodian) from which it borrows
money for investment or for temporary or emergency purposes
using Securities as collateral for such borrowings, a notice or
undertaking in the form currently employed by any such bank
setting forth the amount which such bank will loan to the Fund
against delivery of a stated amount of collateral. The Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to each such borrowing: (a) the name of the bank;
(b) the amount and terms of the borrowing, which may be set
forth by incorporating by reference an attached promissory note,
duly endorsed by the Fund, or other loan agreement; (c) the time
and date, if known, on which the loan is to be entered into; (d)
the date on which the loan becomes due and payable; (e) the
total amount payable to the Fund on the borrowing date; (f) the
market value of Securities to be delivered as collateral for
such loan, including the name of the issuer, the title and the
number of shares or the principal amount of any particular
Securities; and (g) a statement specifying whether such loan is
for investment purposes or for temporary or emergency purposes
and that such loan is in conformance with the Investment Company
Act of 1940 and the Fund's prospectus. The Custodian shall
deliver on the borrowing date specified in a Certificate the
specified collateral and the executed promissory note, if any,
against delivery by the lending bank of the total amount of the
loan payable, provided that the same conforms to the total
amount payable as set forth in the Certificate. The Custodian
may, at the option of the lending bank, keep such collateral in
its possession, but such collateral shall be subject to all
rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver
such Securities as additional collateral as may be specified in
a Certificate to collateralize further any transaction described
in this paragraph. The Fund shall cause all Securities released
from collateral status to be returned directly to the Custodian,
and the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the
Custodian, the Custodian shall not be under any obligation to
deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
If the Fund is permitted by the terms of its
Articles of Incorporation and as disclosed in its most recent
and currently effective prospectus to lend its portfolio
Securities, within 24 hours after each loan of portfolio
Securities the Fund shall deliver or cause to be delivered to
the Custodian a Certificate specifying with respect to each such
loan: (a) the name of the issuer and the title of the
Securities; (b) the number of shares or the principal amount
loaned; (c) the date of loan and delivery; (d) the total amount
to be delivered to the Custodian against the loan of the
Securities, including the amount of cash collateral and the
premium, if any, separately identified; and (e) the name of the
broker, dealer or financial institution to which the loan was
made. The Custodian shall deliver the Securities thus
designated to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount
designated as to be delivered against the loan of Securities.
The Custodian may accept payment in connection with a delivery
otherwise than through the Book-Entry System or Depository only
in the form of a certified or bank cashier's check payable to
the order of the Fund or the Custodian drawn on New York
Clearing House funds and may deliver Securities in accordance
with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be
returned; (b) the number of shares or the principal amount to be
returned; (c) the date of termination; (d) the total amount to
be delivered by the Custodian (including the cash collateral for
such Securities minus any offsetting credits as described in
said Certificate); and (e) the name of the broker, dealer or
financial institution from which the Securities will be
returned. The Custodian shall receive all Securities returned
from the broker, dealer, or financial institution to which such
Securities were loaned and upon receipt thereof shall pay, out
of the moneys held for the account of the Fund, the total amount
payable upon such return of Securities as set forth in the
Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or
damage, including counsel fees, resulting from its action or
omission to act or otherwise, either hereunder or under any
Margin Account Agreement, except for any such loss or damage
arising out of its own negligence or willful misconduct. The
Custodian may, with respect to questions of law arising
hereunder or under any Margin Account Agreement, apply for and
obtain the advice and opinion of counsel to the Fund or of its
own counsel, at the expense of the Fund, and shall be fully
protected with respect to anything done or omitted by it in good
faith in conformity with such advice or opinion. The Custodian
shall be liable to the Fund for any loss or damage resulting
from the use of the Book-Entry System or any Depository arising
by reason of any negligence, misfeasance or willful misconduct
on the part of the Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of
the purchase, sale or writing thereof, or the propriety of the
amount paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the
Fund's Shares, or the propriety of the amount to be paid
therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the
Custodian be under any duty or obligation to see to it that any
cash collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan
of portfolio Securities of the Fund is adequate collateral for
the Fund against any loss it might sustain as a result of such
loan. The Custodian specifically, but not by way of limitation,
shall not be under any duty or obligation periodically to check
or notify the Fund that the amount of such cash collateral held
by it for the Fund is sufficient collateral for the Fund, but
such duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer or financial
institution to which portfolio Securities of the Fund are lent
pursuant to Article XIV of this Agreement makes payment to it of
any dividends or interest which are payable to or for the
account of the Fund during the period of such loan or at the
termination of such loan, provided, however, that the Custodian
shall promptly notify the Fund in the event that such dividends
or interest are not paid and received when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated
Security Account or Collateral Account in connection with
transactions by the Fund. In addition, the Custodian shall be
under no duty or obligation to see that any broker, dealer,
futures commission merchant or Clearing Member makes payment to
the Fund of any variation margin payment or similar payment
which the Fund may be entitled to receive from such broker,
dealer, futures commission merchant or Clearing Member, to see
that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the
amount the Fund is entitled to receive, or to notify the Fund of
the Custodian's receipt or non-receipt of any such payment;
provided however that the Custodian, upon the Fund's written
request, shall, as Custodian, demand from any broker, dealer,
futures commission merchant or Clearing Member identified by the
Fund the payment of any variation margin payment or similar
payment that the Fund asserts it is entitled to receive pursuant
to the terms of a Margin Account Agreement or otherwise from
such broker, dealer, futures commission merchant or Clearing
Member.
3. The Custodian shall not be liable for, or
considered to be the Custodian of, any money, whether or not
represented by any check, draft or other instrument for the
payment of money, received by it on behalf of the Fund until the
Custodian actually receives and collects such money directly or
by the final crediting of the account representing the Fund's
interest at the Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and
shall not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in
the Depository which may mature or be redeemed, retired, called
or otherwise become payable. However, upon receipt of a
Certificate from the Fund of an overdue amount on Securities
held in the Depository, the Custodian shall make a claim against
the Depository on behalf of the Fund, except that the Custodian
shall not be under any obligation to appear in, prosecute or
defend any action, suit or proceeding in respect to any
Securities held by the Depository which in its opinion may
involve it in expense or liability, unless indemnity
satisfactory to it against all expense and liability be
furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent
of the Fund of any amount paid by the Custodian to the Transfer
Agent of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation,
unless and until (i) it shall be directed to take such action by
a Certificate and (ii) it shall be assured to its satisfaction
of reimbursement of its costs and expenses in connection with
any such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian
or Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in a Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the
Fund's Board of Directors adopted in accordance with Rule 17f-5
under the Investment Company Act of 1940, as amended.
8. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such
as properly may be held by the Fund under the provisions of its
Articles of Incorporation.
9. (a) The Custodian shall be entitled to receive
and the Fund agrees to pay to the Custodian all reasonable
out-of-pocket expenses and such compensation and fees as are
specified on Schedule A hereto. The Custodian shall not deem
amounts payable in respect of foreign custodial services to be
out-of-pocket expenses, it being the parties' intention that all
fees for such services shall be as set forth on Schedule B
hereto and shall be provided for the term of this Agreement
without any automatic or unilateral increase. The Custodian
shall have the right to unilaterally increase the figures on
Schedule A on or after March 1, 1991 and on or after each
succeeding March 1 thereafter by an amount equal to 50% of the
increase in the Consumer Price Index for the calendar year
ending on the December 31 immediately preceding the calendar
year in which such March 1 occurs, provided, however, that
during each such annual period commencing on a March 1, the
aggregate increase during such period shall not be in excess of
10%. Any increase by the Custodian shall be specified in a
written notice delivered to the Fund at least thirty days prior
to the effective date of the increase. The Custodian may charge
such compensation and any expenses incurred by the Custodian in
the performance of its duties pursuant to such agreement against
any money held by it for the account of the Fund. The Custodian
shall also be entitled to change against any money held by it
for the account of the Fund the amount of any loss, damage,
liability or expense, including counsel fees, for which it shall
be entitled to reimbursement under the provisions of this
Agreement. The expenses which the Custodian may charge against
the account of the Fund include, but are not limited to, the
expenses of Sub-Custodians and foreign branches of the Custodian
incurred in settling outside of New York City transactions
involving the purchase and sale of Securities of the Fund.
(b) The Fund shall receive a credit for each
calendar month against such compensation and fees of the
Custodian as may be payable by the Fund with respect to such
calendar month in an amount equal to the aggregate of its
Earnings Credit for such calendar month. In no event may any
Earnings Credits be carried forward to any fiscal year other
than the fiscal year in which it was earned, or, unless
permitted by applicable law, transferred to, or utilized by, any
other person or entity, provided that any such transferred
Earnings Credit can be used only to offset compensation and fees
of the Custodian for services rendered to such transferee and
cannot be used to pay the Custodian's out-of-pocket expenses.
For purposes of this subsection (b), the Fund is permitted to
transfer Earnings Credits only to The Dreyfus Corporation, its
affiliates and/or any investment company now or in the future
sponsored by The Dreyfus Corporation or any of its affiliates or
for which The Dreyfus Corporation or any of its affiliates acts
as the sole investment adviser or as the principal distributor,
and Daiwa Money Fund Inc. For purposes of this sub-section (b),
a fiscal year shall mean the twelve-month period commencing on
the effective date of this Agreement and on each anniversary
thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by
the Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or XI hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written
Instructions in such manner so that such Certificate or
facsimile thereof is received by the Custodian, whether by hand
delivery, telex or otherwise, by the close of business of the
same day that such Oral Instructions or Written Instructions are
given to the Custodian. The Fund agrees that the fact that such
confirming instructions are not received by the Custodian shall
in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions given to
the Custodian hereunder concerning such transactions, provided
such instructions reasonably appear to have been received from
an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund
which are in the possession of the Custodian shall be the
property of the Fund. Such books and records shall be prepared
and maintained as required by the Investment Company Act of
1940, as amended, and other applicable securities laws and rules
and regulations. The Fund, or the Fund's authorized
representatives, shall have access to such books and records
during the Custodian's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and
records shall be provided by the Custodian to the Fund or the
Fund's authorized representative at the Fund's expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository,
or O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time
to time.
14. The Fund agrees to indemnify the Custodian
against and save the Custodian harmless from all liability,
claims, losses and demands whatsoever, including attorney's
fees, howsoever arising or incurred because of or in connection
with the Custodian's payment or non-payment of checks pursuant
to paragraph 6 of Article XII as part of any check redemption
privilege program of the Fund, except for any such liability,
claim, loss and demand arising out of the Custodian's own
negligence or willful misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for
payments to be made and received by the Custodian in accordance
with the customs prevailing from time to time among brokers or
dealers in such Securities.
16. The Custodian shall have no duties or responsibi-
lities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the
Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (c)
and (d) herein, neither party may terminate this Agreement until
the earlier of the following: (i) August 31, 1993, and (ii) the
third anniversary of the earliest date on which none of the
companies listed on Schedule C hereto is a transfer agency
customer of the Custodian. Any such termination may be effected
only by the terminating party giving to the other party a notice
in writing specifying the date of such termination, which shall
be not less than two hundred seventy (270) days after the date
of giving of such notice.
(b) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations under this Agreement and such breach has remained
uncured for a period of thirty days after the Custodian's
receipt from the Fund of written notice specifying such breach.
(c) Either party, immediately upon written
notice to the other party, may terminate this Agreement upon the
Merger or Bankruptcy of the other party.
(d) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations under the "Amendment to Transfer Agency Agreements"
dated August 18, 1989 and has not cured such breach as promptly
as practicable and in any event within seven days of its receipt
of written notice of such breach, provided that the Custodian
shall not be permitted to cure any such material breach arising
from the willful misconduct of the Custodian.
In the event notice of termination is given by the
Fund, it shall be accompanied by a copy of a resolution of the
Directors of the Fund, certified by the Secretary or any
Assistant Secretary, electing to terminate this Agreement and
designating a successor custodian or custodians, each of which
shall be a bank or trust company having not less than $2,000,000
aggregate capital, surplus and undivided profits. In the event
notice of termination is given by the Custodian, the Fund shall,
on or before the termination date, deliver to the Custodian a
copy of a resolution of its Directors, certified by the
Secretary or any Assistant Secretary, designating a successor
custodian or custodians. In the absence of such designation by
the Fund, the Custodian may designate a successor custodian
which shall be a bank or trust company having not less than
$2,000,000 aggregate capital, surplus and undivided profits.
Upon the date set forth in such notice, this Agreement shall
terminate and the Custodian shall, upon receipt of a notice of
acceptance by the successor custodian, on that date deliver
directly to the successor custodian all Securities and moneys
then owned by the Fund and held by it as Custodian, after
deducting all fees, expenses and other amounts for the payment
or reimbursement of which it shall then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding
paragraph, the Fund shall, upon the date specified in the notice
of termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own
custodian, and the Custodian shall thereby be relieved of all
duties and responsibilities pursuant to this Agreement, other
than the duty with respect to Securities held in the Book-Entry
System, in any Depository or by a Clearing Member which cannot
be delivered to the Fund, to hold such Securities hereunder in
accordance with this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate
signed by two of the present Officers of the Fund under its
seal, setting forth the names and the signatures of the present
Authorized Persons. The Fund agrees to furnish to the Custodian
a new Certificate in similar form in the event that any such
present Authorized Person ceases to be an Authorized Person or
in the event that other or additional Authorized Persons are
elected or appointed. Until such new Certificate shall be
received, the Custodian shall be fully protected in acting under
the provisions of this Agreement upon Oral Instructions or
signatures of the present Authorized Persons as set forth in the
last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate
signed by two of the present Officers of the Fund under its
seal, setting forth the names and the signatures of the present
Officers of the Fund. The Fund agrees to furnish to the
Custodian a new Certificate in similar form in the event any
such present Officer ceases to be an Officer of the Fund, or in
the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the
provisions of this Agreement upon the signatures of the Officers
as set forth in the last delivered Certificate.
3. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at 90
Washington Street, New York, New York 10015, or at such other
place as the Custodian may from time to time designate in
writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Fund, shall be sufficiently given if addressed to the Fund and
mailed or delivered to it at its office at 666 Old Country Road,
Garden City, New York 11530, or at such other place as the Fund
may from time to time designate in writing.
5. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the same formality as this Agreement and approved
by a resolution of the Directors of the Fund.
6. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors
and assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of
the Fund, authorized or approved by a resolution of its
Directors.
7. This Agreement shall be construed in accordance
with the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
9. This Agreement shall not be effective on the date
hereof and instead shall become effective on January l, 1990.
When effective, this Agreement shall supercede the then-existing
Custody Agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers, thereunto
duly authorized, and their respective corporate seals to be
hereunto affixed, as of the day and year first above written.
Dreyfus Money Market Instruments, Inc.
By: __________________________
John Pyburn, Treasurer
Attest:
______________________
THE BANK OF NEW YORK
By: __________________________
Attest:
______________________
Appendix A
DREYFUS MONEY MARKET INSTRUMENTS, INC.
MONEY MARKET SERIES
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund officers, Paul Casti, Jr. Alan Eisner
Frank Greene, John Bale, Jeffey Nachman Lawrence Greene
Michael Condon, Steven John Pyburn Julian Smerling
Powanda and Richard Cassaro Joseph DiMartino Thomas Durante
Robert Dubuss James Windels
Joseph Connolly Paul Molloy
Gregory Gruber
Cash Account
1. Fees payable to The Bank of New York pursuant to written
agreement with the Fund for services rendered in its
capacity as Custodian or agent of the Fund, or to The
Shareholder Services Group, Inc. in its capacity as
Transfer Agent or agent of the Fund:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either
Group I or Group II, or both such Groups, except
that an officer of the Fund who also is listed in
Group II shall sign only once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or
Group II, including any one of the following:
Paul Casti, Jr., James Windels, Jeffrey Nachman,
John Pyburn or Alan Eisner, except that no
individual shall be authorized to sign more than
once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Joseph DiMartino,
Robert Dubuss, Alan Eisner, Lawrence Greene,
Julian Smerling, Alan Brown, Richard Cassaro,
Paul Disdier, Alfonso Fulgieri, Gregory Gruber,
Michael Condon, Steven Powanda, Linda Raffinello, Ann
Weintraub, Michael Charash, Theresa Viviano and
Paul Casti, Jr.
Appendix A
DREYFUS MONEY MARKET INSTRUMENTS, INC.
GOVERNMENT SERIES
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund officers, Paul Casti, Jr. Alan Eisner
Frank Greene, John Bale, Jeffey Nachman Lawrence Greene
Michael Condon, Steven John Pyburn Julian Smerling
Powanda and Richard Cassaro Joseph DiMartino Thomas Durante
Robert Dubuss James Windels
Joseph Connolly Paul Molloy
Gregory Gruber
Cash Account
1. Fees payable to The Bank of New York pursuant to written
agreement with the Fund for services rendered in its
capacity as Custodian or agent of the Fund, or to The
Shareholder Services Group, Inc. in its capacity as
Transfer Agent or agent of the Fund:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either
Group I or Group II, or both such Groups, except
that an officer of the Fund who also is listed in
Group II shall sign only once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or
Group II, including any one of the following:
Paul Casti, Jr., James Windels, Jeffrey Nachman,
John Pyburn or Alan Eisner, except that no
individual shall be authorized to sign more than
once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Joseph DiMartino,
Robert Dubuss, Alan Eisner, Lawrence Greene,
Julian Smerling, Alan Brown, Richard Cassaro,
Paul Disdier, Alfonso Fulgieri, Gregory Gruber,
Michael Condon, Steven Powanda, Linda Raffinello, Ann
Weintraub, Michael Charash, Theresa Viviano and
Paul Casti, Jr.
DREYFUS MONEY MARKET INSTRUMENTS, INC.
AMENDED AND RESTATED CUSTODY AGREEMENT
APPENDIX B
The undersigned Officers of the Fund do hereby certify
that the following individuals, whose specimen signatures are on
file with The Bank of New York, have been duly elected or
appointed by the Fund's Board to the position set forth opposite
their names and have qualified therefor:
Name Position
Joseph S. DiMartino President and Investment Officer
Howard Stein Investment Officer
Mark N. Jacobs Vice President
John J. Pyburn Treasurer
Daniel C. Maclean Secretary
Jeffrey N. Nachman Controller
Steven F. Newman Assistant Secretary
Christine Pavalos Assistant Secretary
Ina G. Goodman Investment Officer
Barbara L. Kenworthy Investment Officer
Patricia Cuddy Investment Officer
Title: Title:
AMENDED AND RESTATED CUSTODY AGREEMENT
APPENDIX C
The following, are designated publications for
purposes of paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
Schedule A
The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.
DREYFUS MONEY MARKET INSTRUMENTS, INC.
Domestic Custody Fees
Basic Fee: 1/100th of 1% of the first $500,000,000, and
1/200th of 1% of the excess over $500,000,000 per
annum of the total market value of domestic
securities held.
Custodial Transactions:
$13.00 for each receipt and delivery of securities
(excluding Euro Dollar CDs).
$40.00 for any receipt, delivery or redemption of a
Euro Dollar CD for which BNY's London branch is
utilized for settlement and safekeeping.
$200.00 for the collection of interest on securities
held in "street name."
DREYFUS MONEY MARKET INSTRUMENTS, INC.
GOVERNMENT SERIES
Domestic Custody Fees
Basic Fee: 1/100th of 1% of the first $500,000,000, and
1/200th of 1% of the excess over $500,000,000 per
annum of the total market value of domestic
securities held.
Custodial Transactions:
$13.00 for each receipt and delivery of securities
(excluding Euro Dollar CDs).
$40.00 for any receipt, delivery or redemption of a
Euro Dollar CD for which BNY's London branch is
utilized for settlement and safekeeping.
$200.00 for the collection of interest on securities
held in "street name."
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a letter dated
August 10, 1989 from Masao Yamaguchi of The Bank of New York to Kevin
Flood of Dreyfus Service Corporation, a copy of which is annexed
hereto.
The above foreign custody fees apply to the following
Global Custody Network countries:
1.Australia 12.Japan
2.Austria 13.Luxembourg
3.Belgium 14.Malasia
4.Canada 15.Netherlands
5.Denmark 16.New Zealand
6.Finland 17.Norway
7.France 18.Singapore
8.Germany 19.Spain
9.Hong Kong 20.Sweden
10.Ireland 21.Switzerland
11.Italy 22.United Kingdom
[LETTERHEAD OF BANK OF NEW YORK]
August 10, 1989
Mr. Kevin Flood
Senior Vice President
The Dreyfus Corporation
222 Broadway, 7th Floor
New York, NY
Re: Global Custodian Fees
Dear Kevin:
This letter is to confirm our discussion regarding our
Global Custody fee schedule. The fees will be calculated on a
relationship basis with no annual minimum.
- Safekeeping/Income Collection/Capital Changes/Tax
Reclamation/Daily Reporting/Monthly Summary
16 basis points per annum on the market value of
securities held for all of your funds in our sub-
custodian network, up to $250 MM.
15 basis points on the next $250 MM.
14 basis points on the next $250 MM.
12 basis points on the excess.
- Securities Settlements
$35 per transaction - includes our processing and the
sub-custodians.
- Out-of-Pocket Expense
Telex, swift, telephone, securities registration,
etc., are in addition to the above.
- We can provide centralized foreign exchange services.
THE BANK OF NEW YORK
Mr. Kevin Flood
August 10, 1989
Page 2
The above fee schedule is applicable to the 22 countries
listed on Attachment I. Please note that expansion into other
more emerging markets/countries is possible, but would be
covered under a separate agreement.
If you are in agreement with this fee schedule, please sign
and return the enclosed copy of this letter.
Sincerely,
/s/ Masao Yamaguchi
Approved by: ____________________
Kevin Flood
Date : ____________________
MY:to
cc: The Bank of New York Dreyfus
F. Ricciardi J. Nachman
EXHIBIT (8)(b)
SUBCUSTODIAN AGREEMENT, made as of May 1, 1979 and as
amended November 22, 1985 and further amended September 14, 1993
among FIRST INTERSTATE BANK OF CALIFORNIA (formerly UNITED
CALIFORNIA BANK), a corporation organized and existing under the
laws of the State of California, having its principal office and
place of business at 707 Wilshire Boulevard, Los Angeles,
California (hereinafter called ("FIB"), THE BANK OF NEW YORK, a
corporation organized and existing under the laws of the State
of New York, having its principal office and place of business
at 48 Wall Street, New York, New York (hereinafter called the
"Custodian"), and DREYFUS MONEY MARKET INSTRUMENTS, INC. a
Maryland corporation registered as an investment company under
the Investment Company Act of 1940, having its principal office
and place of business at 200 Park Avenue, New York, New York
(hereinafter called "the Fund").
W I T N E S S E T H:
WHEREAS, the Fund consists of two diversified series,
the Money Market Series and the Government Securities Series,
each of which represents a separate class of the capital stock
of the Fund,
WHEREAS, the Custodian has been appointed and acts as
the custodian of the securities and cash of the Fund,
WHEREAS, the Fund desires to provide additional
opportunities for investors to purchase shares of the capital
stock of either Series and accrue dividends on the date of
purchase,
WHEREAS, the Fund desires the Custodian to appoint FIB
as its Subcustodian in order to provide such opportunities,
WHEREAS, the Custodian agrees to appoint FIB as its
Subcustodian to receive and hold separately and specifically
allocated to the Money Market Series or the Government
Securities Series, as the case may be, a portion of the
securities and moneys owned from time to time by the Fund and to
perform other services as provided herein, and
WHEREAS, FIB agrees to act as Subcustodian as herein
set forth,
NOW, THEREFORE, the Custodian, FIB, and the Fund, on
behalf of themselves and their respective successors and
assigns, hereby agree as follows:
I.
APPOINTMENT OF SUBCUSTODIAN
1. The Custodian hereby constitutes and appoints FIB
as Subcustodian of such securities and moneys as may from time
to time be received by FIB in connection with sales of either
the Money Market Series or the Government Securities Series of
the capital stock of the Fund, delivered to FIB by the
Custodian, received by FIB in connection with the purchase or
sale of securities by the Fund, or received with respect to
securities of the Fund held by FIB hereunder.
2. FIB hereby accepts appointment as such
Subcustodian and agrees to perform the duties thereof as
hereinafter set forth.
II.
CUSTODY OF CASH AND SECURITIES
1. The Custodian will deliver or cause to be
delivered to FIB from time to time certain of the securities and
moneys owned by the Fund and shall specify the Series to which
the same are specifically allocated. FIB will not be
responsible for such securities and such moneys or for any other
moneys or securities to be held hereunder until actually
received by it. The Custodian shall instruct FIB from time to
time in its sole discretion, by means of a certificate, notice
or written instruction signed in the Custodian's name by an
officer thereof as to the manner in which and in what amounts
such securities and moneys specifically allocated to the Money
Market Series or the Government Securities Series, as the case
may be, are to be deposited on behalf of the Fund in the Book-
Entry System (such term as used throughout this Subcustodian
Agreement being defined in Article VIII) and, specifically
allocated on the books of FIB to the separate account for the
Money Market Series or the Government Securities Series, as the
case may be, provided, however, that in connection with the
purchase or sale of securities the Fund shall instruct FIB by
means of the oral instructions of an authorized person (such
term as used throughout this Subcustodian Agreement being
defined in Article VIII) as to the manner in which and in what
amount such securities and moneys are to be deposited on behalf
of the Fund in the Book-Entry System; provided further, however,
that prior to any deposit of securities of the Fund in the Book-
Entry System, including a deposit in connection with the
settlement of a purchase or sale, FIB shall have received a
certified resolution of the Fund's Board of Directors
specifically approving such deposits by FIB on behalf of the
Fund in the Book-Entry System. Securities and moneys of the
Fund deposited in the Book-Entry System will be represented in
accounts which include only assets held by FIB for customers,
including but not limited to accounts in which FIB acts in a
fiduciary or representative capacity.
2. FIB shall (i) establish and maintain a separate
account in the name of the Fund for the Money Market Series and
credit thereto all moneys received for the account of the Fund
with respect to such Series, and (ii) establish and maintain a
separate account in the name of the Fund for the Government
Securities Series and credit thereto all moneys received for the
account of the Fund with respect to such Series. Moneys
credited to the separate account for either Series shall be
disbursed by FIB only:
(a) In payment for securities purchased for such
Series, as provided in Article III hereof;
(b) In payment for the redemption of shares of
the capital stock of such Series, as provided in Article IV
hereof; or
(c) Pursuant to certificates, notices or written
instructions of the Custodian, signed in its name by an officer,
setting forth the name and address of the person to whom payment
is to be made (which may be the Custodian), the amount to be
paid, the Series account from which the payment is to be made,
and the purpose for which payment is to be made.
3. On each business day FIB shall furnish the
Custodian with a written statement (i) summarizing all
transactions and entries for the account of the Fund effected
the immediately preceding business day and specifying the Series
to which each transaction and entry relates, and (ii) confirming
any purchase or sale of securities on such preceding business
day and specifying the Series to which each purchase or sale
relates. At least monthly and from time to time FIB shall
render to the Custodian a detailed statement of the securities
and moneys held for the Fund under this Agreement with respect
to (a) the Money Market Series and (b) the Government Securities
Series. In connection with any purchase or sale of securities,
FIB shall by book-entry or otherwise identify as belonging to
the Fund and specifically allocated to a Series a quantity of
securities in a fungible bulk of securities registered in the
name of FIB (or its nominee) or shown on FIB's account on the
books of the Book-Entry System.
4. All securities held by FIB for the Fund, which are
issued or issuable only in bearer form, except such securities
as are held in the Book-Entry System, shall be held by FIB in
that form; all other securities held for the Fund may be
registered in the name of the Fund, in the name of any duly
appointed registered nominee of FIB, as FIB may from time to
time determine, or in the name of the Book-Entry System or its
nominee or nominees. The Custodian agrees to furnish to FIB
appropriate instruments to enable FIB to hold or deliver in
proper form for transfer, or to register in the name of its
registered nominee or in the name of the Book-Entry System any
securities which may be held for the Fund and which may from
time to time be registered in the name of the Fund. FIB (i)
shall hold all such securities which are specifically allocated
to the Money Market Series and not held in the Book-Entry System
in a separate account in the name of the Fund physically
segregated at all times from those of any other person or
persons, and (ii) shall hold all such securities which are
specifically allocated to the Government Securities Series and
not held in the Book-Entry System in a separate account in the
name of the Fund physically segregated at all times from those
of any other person or persons.
5. Unless otherwise instructed to the contrary by a
certificate signed in the name of the Custodian by an officer,
FIB by itself or through the use of the Book-Entry System shall
with respect to all securities held for the Fund in accordance
with this Agreement:
(a) Collect all income due or payable;
(b) Present for payment and collect the amount
payable upon all securities which may mature or be called,
redeemed, or retired, or otherwise become payable;
(c) Surrender securities in temporary form for
definitive securities;
(d) Execute, as Subcustodian, any necessary
declarations or certificates of ownership under the Federal
income tax laws or the laws or regulations of any other taxing
authority now or hereafter in effect;
(e) Receive and hold directly or through the
Book-Entry System hereunder for the account of the Fund and the
particular Series all stock dividends, rights and similar
securities issued with respect to any securities held by it for
such Series hereunder;
6. Upon receipt of a certificate signed in the name
of the Custodian by an officer, and not otherwise, FIB directly
or through the use of the Book-Entry System shall:
(a) Execute and deliver to such person as may be
designated in such certificate proxies, consents,
authorizations, and any other instruments whereby the authority
of the Fund as owner of any securities may be exercised;
(b) Deliver any securities held for the Series
specified in such certificate in exchange for other securities
or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any
conversion privilege, and receive and hold hereunder
specifically allocated to such Series any cash or other
securities received in exchange;
(c) Deliver any securities held for the Series
specified in such certificate to any protective committee,
reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and
receive and hold under the terms of this Agreement specifically
allocated to such Series such certificates of deposits, interim
receipts or other instruments or documents as may be issued to
evidence such delivery;
(d) Make such transfers or exchanges of the
assets of the Series specified in such certificate, and take
such other steps, as shall be stated in said certificate to be
for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Deliver any securities held for either
Series to the Custodian.
7. If FIB should in its sole discretion advance
funds on behalf of the Fund which results in an
overdraft because the monies held by FIB in a
separate account in the name of the Fund shall be
insufficient to pay the total amount payable upon
purchase of Securities as set forth in a
certificate or oral instructions issued pursuant
to Article III or which results in an overdraft
in the account for some other reason, or if the
Fund is for any other reason indebted to FIB,
such overdraft or indebtedness shall be deemed to
be a loan made by FIB to the Fund payable on
demand and shall bear interest from the date
incurred at a rate per annum (based on a 360-day
year for the actual number of days involved)
equal to 1/2% over FIB's prime commercial lending
rate in effect from time to time, such rate to be
adjusted on the effective date of any change in
such prime commercial lending rate but in no
event to be less than 6% per annum. Any such
overdraft or indebtedness shall be reduced by an
amount equal to the total of all amounts due the
separate account in the name of the Fund which
have not been collected by FIB on behalf of such
separate account when due because of the failure
of FIB to make a timely demand or presentment for
payment. In addition thereto the Fund hereby
agrees that FIB shall have a continuing lien and
security interest in and to any property at any
time held by it for the benefit of the Fund or in
which the Fund may have an interest which is then
in FIB's possession or control or in possession
or control of any third party acting in FIB's
behalf. The Fund authorizes FIB, in its sole
discretion, at any time to charge any such over-
draft or indebtedness together with interest due
thereon against any balance of account standing
to the Fund's credit on FIB's books.
III.
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of securities by the
Fund for which the Fund intends FIB to act as Subcustodian, an
authorized person of the Fund shall prior to 1:00 PM Pacific
Coast Time give oral instructions to FIB specifying with respect
to each such purchase: (a) the Series to which the purchased
securities are to be specifically allocated, (b) the name of the
issuer and title of the securities, (c) the number of shares or
the principal amount purchased and accrued interest, if any, (d)
the date of purchase and settlement, (e) the purchase price per
unit, (f) the total amount payable upon such purchase, (g) the
name of the person from whom or the broker through whom the
purchase was made, (h) whether such purchase is to be settled
through the Book-Entry System, and (i) whether the securities
purchased are to be deposited in the Book-Entry System. FIB
shall upon receipt of securities purchased by or for the Fund
pay out of the moneys held for the account of the Series to
which the purchased securities are to be specifically allocated
the total amount payable upon such purchase, provided that the
same conforms to the total amount payable specified in the oral
instructions. Purchases directed to be placed by FIB shall be
made through its Bond Department.
2. Promptly after each sale of securities held by FIB
as Subcustodian or the Fund, an authorized person of the Fund
shall prior to 1:00 PM Pacific Coast Time give oral instructions
to FIB specifying with respect to each such sale: (a) the
Series to which the sold securities were specifically allocated,
(b) the name of the issuer and the title of the securities, (c)
the number of shares or the principal amount sold, and accrued
interest, if any, (d) the dates of sale and settlement, (e) the
sale price per unit, (f) the total amount payable to the Fund
upon such sale, (g) the name of the person to whom or the broker
through whom the sale was made, and (h) whether such sale is to
be settled through the Book-Entry System. FIB shall deliver the
securities upon receipt of the total amount payable to the Fund
upon such sale, provided that the same conforms to the total
amount payable as specified in such oral instructions. Subject
to the foregoing, FIB shall accept payment in Federal Funds or
in such other form, if any, as may be specified in such oral
instructions, and may deliver securities and arrange to receive
for payment in accordance with the customs prevailing among
dealers in securities. Sales directed to be placed by FIB shall
be made through its Bond Department.
IV.
SALE AND REDEMPTION OF CAPITAL STOCK OF THE FUND
1. FIB shall accept Federal Funds wired to it by an
investor for the purchase of shares of the capital stock of the
Fund if, but only if, such wire is received by FIB prior to 4:00
PM Pacific Coast Time and specifies: (a) the Series of the
capital stock of the Fund being purchased, (b) the name in which
such shares are to be registered, (c) the account number of such
registered owner, if previously assigned, or the address of
such registered owner if no account number has been previously
assigned, and (d) the amount of money to be applied to the
purchase of shares of the capital stock of such Series. FIB
shall credit Federal Funds accepted in accordance with this
paragraph prior to 12:00 noon Pacific Coast Time to the separate
account in the name of the Fund for the Series for which said
funds were received. Funds accepted on or after 12:00 noon
Pacific Coast Time will be credited to the Fund's designated
demand deposit account and will be credited to a separate
account in the name of the Fund for the Series for which said
funds were received on the next business day prior to 12:00
noon Pacific Coast Time. If so requested by the investor FIB
will by telephone or return wire confirm the receipt of Federal
Funds to the investor.
2. FIB shall accept written instructions directing
the redemption of shares of the Fund (a) from an authorized
person of Dreyfus Service Corporation ("Service"), the
distributor of shares of the Fund and its principal underwriter,
and (b) from the Fund's transfer agent. The Shareholder
Services Group, Inc. ("TSSG"), but only if in each case such
written instructions are received by FIB prior to its regular
close of business and specify: (a) the name of the registered
owner of the shares to be redeemed, (b) the dollar value of
shares to be redeemed, or that all the shares in the account are
to be redeemed, and (c) the name, address, and institutional
account number to which payment for such shares is to be wired.
3. Federal Funds in an amount equal to the dollar
value of shares specified in written instructions received
pursuant to the preceding paragraph shall be wired to the
institutional account number specified in such written
instructions as follows:
(a) On the same day such written instructions
were received by FIB provided such written instructions were
received by FIB prior to 1:00 p.m., Pacific Coast Time, or
(b) In all other cases on the immediately
succeeding business day prior to 12:00 p.m., Pacific Coast Time.
4. Except to the extent provided in this Article, FIB
shall not be obligated or authorized to act, and shall not act,
in response to any request or instruction for the purchase or
redemption of shares of the capital stock of the Fund.
5. FIB's duties and obligations pursuant to this
Article shall be governed by, and subject to, the applicable
provisions of Article 4A of the Uniform Commercial Code - Funds
Transfers. Subject to the following sentence and the
availability of sufficient funds to effect a wire transfer, wire
instructions transmitted to FIB in proper form hereunder shall
be deemed accepted by FIB upon receipt. All such instructions
shall be subject to such commercially reasonable security
procedures as may be mutually agreed upon by the Fund, FIB and
TSSG in order to both ensure the authenticity of such
instructions as well as to detect and protect against erroneous
instructions.
V.
DAILY REPORTS BY SUBCUSTODIAN
1. Between 8:15 A.M. and 1:00 P.M. Pacific Coast Time
or as soon as possible thereafter on each business day FIB shall
by telecopier or other similar device:
(a) Transmit to The Bank of New York copies of
all wires received by FIB from investors and written
instructions received by FIB from Service before 12:00 Noon
Pacific Coast Time on such day in connection with the purchase
or sale of the capital stock of each Series of the Fund after
indicating thereon the date and Pacific Coast Time of receipt,
and
(b) Advise Custodian of (i) the aggregate dollar
amount of Federal Funds wired to and accepted by FIB prior to
12:00 Noon Pacific Coast Time on such day, identifying the
Series for which such funds were accepted, (ii) the aggregate
dollar amount of Federal Funds wired or to be wired by FIB to
investors on such business day in accordance with the written
instructions of Service directing the redemption of shares of
the capital stock of the Fund received prior to 12:00 Noon
Pacific Coast Time on such day, identifying the Series for which
such funds were or are to be wired, and, (iii) the aggregate
dollar amount of Federal Funds wired to and accepted by FIB
subsequent to 12:00 Noon Pacific Coast Time on the immediately
preceding business day, identifying the Series for which such
funds were accepted.
2. Between 12:00 Noon and 12:30 P.M. Pacific Coast
Time on each business day FIB shall orally advise the Fund of:
(i) the aggregate dollar amount of Federal Funds wired to and
accepted by FIB prior to 12:00 Noon Pacific Coast Time on such
day identifying the Series for which such funds were accepted,
and (ii) the aggregate dollar amount of Federal Funds wired or
to be wired to investors on such business day by FIB in
connection with the redemption of shares of the capital stock of
the Fund in accordance with the provisions of Article IV,
identifying the Series for which such funds were or are to be
wired.
3. Between 1:00 P.M. and 1:30 P.M. Pacific Coast Time
on each business day FIB shall by means of a telecopier or other
similar device:
(a) Confirm to the Custodian each purchase of
securities by the Fund settled by FIB on such day for which FIB
is acting as Subcustodian, specifying (i) the Series for which
the same were purchased, (ii) the name of the issuer and title
of the securities, (iii) the number of shares or the principal
amount purchased and accrued interest, if any, (iv) the purchase
price per unit, and (v) the total amount paid upon such
purchase; and
(b) Confirm to the Custodian each sale by the
Fund of securities settled by FIB as Subcustodian specifying (i)
the Series for which the same were sold, (ii) the name of the
issuer and the title of the securities, (iii) the number of
shares or the principal amount sold, and accrued interest, if
any, (iv) the sale price per unit, and (v) the total amount paid
to FIB upon such sale.
4. Between 8:15 A.M. and 1:00 P.M. Pacific Coast Time
on each business day FIB shall by telecopier or other similar
device transmit to The Bank of New York, after indicating
thereon the date and Pacific Coast Time of receipt, copies of
(i) wires received by FIB from investors subsequent to 12:00
noon Pacific Coast Time on the immediately preceding business
day and (ii) written instructions received by FIB from Service
subsequent to 12:00 noon Pacific Coast Time on the immediately
preceding business day in connection with the purchase or sale
of the capital stock of the Fund.
VI.
CONCERNING THE CUSTODIAN AND SUBCUSTODIAN
1. The Custodian, its successors and assigns, shall
at all times fully indemnify and save harmless FIB, its
successors and assigns, from any and all liability whatsoever
which may arise in connection with this Agreement, except the
intentional or negligent failure of FIB to perform the things to
be done by it under this Agreement. Except as hereinafter
provided, FIB, its successors and assigns, shall at all times
fully indemnify and save harmless the Custodian, its successors
and assigns, from any acts or omissions involving an intentional
or negligent failure to exercise due care by FIB or its agents,
officers, servants, or employees contrary to the terms of the
Agreement, except such acts or omissions as are required by
order of court or other legal process or regulation of any
governmental body. FIB may, with respect to questions of law,
apply for and obtain the advice and opinion of counsel to the
Custodian or of its own counsel, initially at the expense of the
Custodian, and shall be fully protected with respect to anything
done or omitted by it in good faith in conformity with such
advice or opinion. FIB shall be liable to the Custodian for any
loss or damage resulting from the use of the Book-Entry System
arising by reason of any negligence, misfeasance or misconduct
on the part of the FIB or any of its employees or agents.
2. Without limiting the generality of the foregoing
FIB shall be under no obligation to inquire into, and shall not
be liable for:
(a) The validity of the issue of any securities
purchased by or for the Fund, the legality of the purchase
thereof, or the propriety of the amount paid therefor;
(b) The legality of the sale of any securities
by or for the Fund, or the propriety of the amount for which the
same are sold;
(c) The legality of the issue or sale of any
shares of the capital stock of the Fund, or the sufficiency of
the amount to be received therefor; or
(d) The legality of the redemption of any shares
of capital stock of the Fund, or the propriety of the amount to
be paid therefor.
3. FIB shall not be liable for, or considered to be
the Subcustodian of, any money, whether or not represented by
any check, draft, or other instrument for the payment of money,
until FIB actually receives and collects such money directly or
by the final crediting of the account representing the Fund's
interest at the Book-Entry System.
4. FIB shall not be under any duty or obligation to
take action to effect collection of any amount, if the
securities upon which such amount is payable are in default, or
if payment is refused after due demand or presentation, unless
and until (i) it shall be directed to take such action by a
certificate signed in the name of the Custodian by any officer,
and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any
such action.
5. FIB shall not be under any duty or obligation to
ascertain whether any securities at any time delivered to or
held by it for the account of the Fund are such as may properly
be held by the Fund under the provisions of its Articles of
Incorporation.
6. FIB shall be entitled to receive and the Custodian
agrees to pay to the FIB, such compensation and expenses as may
be agreed upon from time to time between FIB and the Custodian,
which compensation initially shall be as set out in Appendix E
hereto. The Fund agrees to reimburse Custodian for compensation
and expenses paid to FIB hereunder. FIB may charge such
compensation and any expenses incurred by it in the performance
of its duties pursuant to such agreement against any money held
by it for the account of the Fund if but only if the Custodian
has failed to pay by the 30th day of any month the amount
specified in a detailed statement received from FIB not later
than the 20th day of such month setting forth charges with
respect to the immediately preceding month. FIB shall also be
entitled to charge against any money held by it for the account
of the Fund the amount of any loss, damage, liability or
expense, including counsel fees, for which it shall be entitled
to reimbursement under the provisions of this Agreement if but
only if the same is not promptly paid by the Custodian upon
delivery to the Custodian of a detailed statement.
7. FIB shall be entitled to rely upon (i) any
certificate, written instruction, notice or other instrument in
writing received by it and reasonably believed by it to be
genuine and to be signed in the Custodian's name by an officer
thereof; (ii) any written instructions given in the name of
Service by an authorized person, or any wire from an investor
pursuant to Article IV hereof; and (iii) any oral instructions
received by FIB pursuant to Article III hereof with regard to
the purchase or sale of securities and reasonably believed by
FIB to be genuine and given by an authorized person of the Fund.
The Fund agrees to forward to FIB written instructions from an
authorized person thereof confirming oral instructions in such
manner so that such written instructions are received by FIB,
whether by hand delivery or otherwise, by the close of business
on the same day such oral instructions are given. The Fund
agrees that the fact that such confirming written instructions
may not be so received by FIB shall in no way affect the
validity or enforceability of the transactions hereby authorized
by the Fund. The Fund agrees that FIB shall incur no liability
to the Fund in acting upon oral instructions given to FIB
hereunder concerning such transactions provided such
instructions reasonably appear to have been received from an
authorized person.
8. The books and records of FIB shall be open to
inspection and audited at reasonable times by officers and
auditors employed by the Custodian and/or the Fund. FIB shall
provide the Fund and the Custodian with any report obtained by
it on the system of internal accounting control of the Book-
Entry System and with such reports on its own system of internal
accounting control as the Fund and/or Custodian may reasonably
request from time to time.
9. The Fund, its successors and assigns, shall at all
times fully indemnify and save harmless the Custodian, its
successors and assigns, from any liability or expense
whatsoever, including attorney's fees, which may arise in
connection with this Agreement, except for the failure of the
Custodian to perform the things to be done by it under this
Agreement, and except to the extent the Custodian is indemnified
by FIB pursuant to this Agreement. The Custodian may, with
respect to questions of law, apply for and obtain the advice and
opinion of counsel to the Fund or of its own counsel, at the
expense of the Fund, and shall be fully protected with respect
to anything done or omitted by it in good faith in conformity
with such advice or opinion.
10. Without limiting the generality of the foregoing,
the Custodian shall be entitled to rely on the validity,
accuracy, and genuineness of (i) wires and written instructions
of which copies are transmitted to the Custodian by FIB, and
such copies; (ii) oral advices received from FIB and (iii)
telecopier communications received from FIB confirming purchases
and sales of securities by the Fund.
11. The Fund shall forward to the Custodian copies of
instructions from an authorized person confirming oral
instructions given by the Fund pursuant to this Agreement in
such manner so that such written instructions are received by
the Custodian, whether by hand delivery or otherwise, by the
close of business of the same day that such oral instructions
are given. The Fund agrees that the fact that such confirming
written instructions are not received by the Custodian shall in
no way affect the validity or enforceability of the transactions
hereby authorized by the Fund.
VII.
TERMINATION
1. Any of the parties hereto may terminate this
Agreement by giving to the other parties a notice in writing
specifying the date of such termination, which shall not be less
than 90 days after the date of giving of such notice. Any such
notice given by the Custodian may but need not be accompanied by
a copy of a written direction from an officer of the Custodian
designating a successor Custodian, or a successor subcustodian,
as the case may be, which shall be a bank or trust company
organized and existing under the laws of the United States or
one of the several states having not less than $1,000,000
surplus and undivided profits. In the event such notice is
given by FIB, the Custodian may, on or before the termination
date, deliver to FIB a written direction from an officer of the
Custodian designating a successor Subcustodian.
2. On the date set forth in such notice this
Agreement shall terminate, and FIB shall in the event it
receives a notice of acceptance by a successor Subcustodian,
deliver directly to the successor Subcustodian all securities
and monies then owned by the Fund and held by FIB hereunder. In
the event FIB does not receive a notice of acceptance by a
successor Subcustodian, FIB shall on the date specified in the
notice given under the preceding paragraph deliver directly to
the Custodian all securities and monies then owned by the Fund
and held by FIB hereunder. Prior to making any such delivery,
FIB may deduct all fees, expenses and other amounts for which it
shall then be entitled to payment or reimbursement.
VIII.
MISCELLANEOUS
1. The term "certificate" shall mean any notice,
instruction or other instrument in writing, authorized or
required by this Agreement to be given to FIB which is signed by
any officer on behalf of the Custodian.
2. The term "officer" shall be deemed to include the
President, any Vice-President, the Secretary, the Treasurer, the
Comptroller, any Assistant Vice-President, any Assistant
Treasurer, any Assistant Secretary, or any Assistant Comptroller
or any other person or persons duly authorized by the Board of
Directors to execute any certificate, instruction, notice or
other instrument on behalf of the Custodian and named in an
Appendix A to this Agreement as hereinafter provided.
3. Annexed hereto as Appendix B is a certificate
signed by two of the present officers of the Custodian under its
corporate seal, setting forth the names and signatures of the
present officers of the Custodian. The Custodian agrees to
furnish to FIB a new certificate similar in form in the event
any such present officer ceases to be an officer, or in the
event that other or additional officers are elected or
appointed. Until such new certificate shall be received, FIB
shall be fully protected in acting under the provisions of this
Agreement upon the signatures of the officers set forth in the
last-delivered certificate.
4. The term "authorized person" shall be deemed to
include the Treasurer, the Comptroller, or any other persons,
whether or not any such person is an officer or employee of the
Fund or Service, as the case may be, duly authorized by the
Board of Directors of the Fund or Service, as the case may be,
to execute any certificate, written instruction, notice or other
instrument or to deliver oral instructions hereunder on behalf
of the Fund or Service, as the case may be, and named from time
to time in Appendix C and Appendix D, respectively, to this
Agreement as hereinafter provided.
5. Annexed hereto as Appendix C and Appendix D are
certificates signed by two of the present officers of the Fund
and Service, respectively, under their respective corporate
seals, setting forth the names and the signatures of the present
authorized persons. Custodian agrees to furnish to FIB new
certificates similar in form as the same are received from the
Fund or Service, as the case may be, in the event that any such
present authorized person ceases to be an authorized person or
in the event that other or additional persons are elected or
appointed. Until such new certificates shall be received, FIB
shall be fully protected in acting under provisions of this
Agreement upon oral instructions or signatures of the present
authorized persons set forth in the last delivered certificate.
6. Any wire, telecopier communication, statement,
written instruction, notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, FIB, Service, or the Fund, as the case may be, shall
be sufficiently given if directed as follows: to the Custodian
at its office at 90 Washington Street, New York, New York 10015,
or at such other place as the Custodian may from time to time
designate; to FIB at 707 Wilshire Blvd., Los Angeles, California
or such other place as FIB may from time to time designate; to
Service at 600 Madison Avenue, New York, New York or such other
place as Service may from time to time designate; and to the
Fund at 767 Fifth Avenue, New York, New York or such other place
as the Fund may from time to time designate.
7. The term "written instructions" shall mean written
communications by telecopier, electronic transmission, or any
other such system whereby the receiver of such communications is
able to verify by codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of such communication.
8. The term "Book-Entry System" shall mean the
Federal Reserve/Treasury book-entry system for United States and
Federal Agencies Securities, its successor or successors or
nominee or nominees, provided FIB shall have received a
certified resolution of the Fund's Board of Directors
specifically approving such deposits.
9. This Agreement may not be amended or modified in
any manner except by a written agreement executed by all of the
parties hereto with the same formality as this Agreement.
10. This Agreement shall be construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective corporate
officers, thereunto duly authorized and their corporate seals to
be hereunto affixed, as of the day herein first above written.
THE BANK OF NEW YORK
By:______________________________
Attest:
_________________________
UNITED CALIFORNIA BANK
By:______________________________
Attest:
_________________________
DREYFUS MONEY MARKET
INSTRUMENTS, INC.
By:______________________________
Attest:
_________________________ STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this day of , 1979, before me
personally came , to me known, who, being by
me duly sworn, did depose and say, that he resides at
that he is
of THE BANK OF NEW YORK, the corporation described in, and
which executed, the foregoing instrument; that he knows the
corporate seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed
by order of the Board of Directors of said corporation; and that
he signed his name thereto by like order.
_______________________________
Notary Public STATE OF CALIFORNIA )
: ss.:
COUNTY OF LOS ANGELES)
On this day of , 1979, before me
personally came , to me known, who, being by
me duly sworn, did depose and say, that he resides at
that he is
of UNITED CALIFORNIA BANK, the corporation described in, and
which executed, the foregoing instrument; that he knows the
corporate seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed
by order of the Board of Directors of said corporation; and that
he signed his name thereto by like order.
_______________________________
Notary Public STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this day of , 1979, before me
personally came , to me known, who, being by me
duly sworn, did depose and say, that he resides at
that he is
of DREYFUS MONEY MARKET INSTRUMENTS, INC., the corporation
described in, and which executed, the foregoing instrument; that
he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was
so affixed by order of the Board of Directors of said
corporation; and that he signed his name thereto by like order.
_______________________________
Notary Public
APPENDIX A
I, Joseph L. Capella, Vice President and I, Frank J.
Fish, Assistant Vice President of The Bank of New York, a
corporation organized and existing under the laws of the State
of New York (the "Bank"), do hereby certify that:
The following individuals have been duly authorized in
conformity with the Bank's Articles of Incorporation and By-Laws
to execute any certificate, instruction, notice or other
instrument on behalf of the Custodian, and the signatures set
forth opposite their respective names are their true and correct
signatures:
Name Position Signature
Steven E. Grunston Assistant Vice President
_______________________
Edward V. Fletcher Assistant Vice President
_______________________
Ignazio Rosso Assistant Vice President
_______________________
Michael Cecero Assistant Secretary
_______________________
John G. Kraemer Assistant Secretary
_______________________
_________________________ ____________________________
Joseph L. Capella Frank J. Fish
APPENDIX B
I, Joseph L. Capella, Vice President and I, Frank J.
Fish, Assistant Vice President of The Bank of New York, a corporation
organized and existing under the laws of the State of New York
(the "Bank"), do hereby certify that:
The following individuals serve in the following
positions with the Bank and each individual has been duly elected or
appointed to each such position and qualified therefor in conformity with
the Bank's Articles of Incorporation and By-Laws, and the signatures
set forth opposite their respective names are their true and correct
signatures:
Name Position Signature
Steven E. Grunston Assistant Vice President
_______________________
Edward V. Fletcher Assistant Vice President
_______________________
Ignazio Rosso Assistant Vice President
_______________________
Michael Cecero Assistant Secretary
_______________________
John G. Kraemer Assistant Secretary
_______________________
_________________________ ____________________________
Joseph L. Capella Frank J. Fish
APPENDIX C
I, William Berkowitz, Vice President, and I, Daniel C.
Maclean III, Secretary of Dreyfus Money Market Instruments, Inc.
(the "Fund"), do hereby certify that:
The following individuals have been duly authorized in
conformity with the Fund's Articles of Incorporation and By-Laws
to give oral instructions and written instructions on behalf of the
Fund, and the signatures set forth opposite their respective
names are their true and correct signatures:
Name Position Signature
Jerome S. Hardy Chairman of the Board
___________________
Matthew A. Baxter, Jr. President
___________________
William Berkowitz Vice President,
___________________
Treasurer
John A. Sanacore Vice President
___________________
Daniel C. Maclean III Secretary
___________________
John J. Pyburn Controller
___________________
APPENDIX E
Fee schedule for the services provided by United California Bank
as Sub-Custodian to the Bank of New York for Dreyfus Money Market
Instruments, Inc.
The following per annum charges are to be billed to the
Custodian on a monthly basis based on the market value of portfolio
securities at month end:
$.15 per thousand on the first 200 hundred million dollars
market value.
$.10 per thousand on the balance over two hundred million.
There is a minimum per annum fee of $30,000.00.
In addition, the following charges are to be billed to the
Custodian monthly:
For each wire transfer, incoming or outgoing $ 4.00
For each savings purchase/sale, deposit/withdrawal $ 9.00
from institutions other than FIB.
For each security transaction (which includes $ 20.00
purchases, sales, redemptions, and repurchase
agreements)
Telephone and facsimile charges FLAT $500.00
Plus any additional out-of-pocket expenses.
These Fees shall be reviewed annually.
By:_______________________________________
United California Bank
By:_______________________________________
The Bank of New York
By:_______________________________________
Dreyfus Money Market Instruments, Inc.
EFFECTIVE: 01-01-80
EXHIBIT (10)
[Letterhead of Stroock & Stroock & Lavan]
April 21, 1975
Dreyfus Money Market Instruments, Inc.
600 Madison Avenue
New York, New York
Dear Sirs:
We have acted as counsel to your corporation (the
"Company") since its organization and in connection with the
filing by the Company of a Registration Statement on Form S-5
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended.
In so acting we have examined a copy of the
Certificate of Incorporation and By-Laws of the Company, each as
amended to date, the original or reproduced or certified copies
of all such records of the Company, and all such agreements,
certificates of public officials, certificates of officers and
representatives of the Company and others, and such other
documents, papers, statutes and authorities as we deem necessary
to form the basis of the opinions hereinafter expressed. We
have assumed the genuineness of all signatures and the
conformity to original documents of the copies of such documents
supplied to us as certified or conformed or reproduced copies.
Based upon the foregoing, we are of the opinion that:
(a) The 100,000 shares of Common Stock of the Company
issued and outstanding on the date hereof have been validly
issued and are fully paid and non-assessable.
(b) The shares of Common Stock of the Company which
are the subject of Registration Statement No. 2-52718 on Form
S-5 filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, will, when issued in
accordance with the Prospectus which constitutes a part thereof,
be legally and validly issued, fully paid and non-assessable.
We hereby consent to being named in said Registration
Statement and in the Prospectus which constitutes a part thereof
as attorneys who have acted upon the legality of said shares of
Common Stock.
We further consent to the summarization of our advice
and opinions and to the reference to our firm under the caption
"Income Dividends, Capital Gains Distributions and Taxes" in the
Prospectus.
We agree that you may file a copy of this opinion as
Exhibit 3 to said Registration Statement.
Very truly yours,
/s/ Stroock & Stroock & Lavan
STROOCK & STROOCK & LAVAN
EXHIBIT (11)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our report
dated February 1, 1996, in this Registration Statement (Form N-1A 2-52718)
of Dreyfus Money Market Instruments, Inc.
ERNST & YOUNG LLP
New York, New York
April 25, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000030160
<NAME> DREYFUS MONEY MARKET INSTRUMENTS, INC.
<SERIES>
<NUMBER> 02
<NAME> GOVERNMENT SECURITIES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 420475
<INVESTMENTS-AT-VALUE> 420475
<RECEIVABLES> 11104
<ASSETS-OTHER> 8319
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 439898
<PAYABLE-FOR-SECURITIES> 8000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 454
<TOTAL-LIABILITIES> 8454
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 431437
<SHARES-COMMON-STOCK> 431437
<SHARES-COMMON-PRIOR> 465956
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 431444
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 27042
<OTHER-INCOME> 0
<EXPENSES-NET> 3798
<NET-INVESTMENT-INCOME> 23244
<REALIZED-GAINS-CURRENT> 6
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 23250
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (23244)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1238512
<NUMBER-OF-SHARES-REDEEMED> (1289376)
<SHARES-REINVESTED> 16346
<NET-CHANGE-IN-ASSETS> (34512)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2294
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3798
<AVERAGE-NET-ASSETS> 458885
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .051
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.051)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .008
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000030160
<NAME> DREYFUS MONEY MARKET INSTRUMENTS, INC.
<SERIES>
<NUMBER> 01
<NAME> MONEY MARKET SERIES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 143736
<INVESTMENTS-AT-VALUE> 143736
<RECEIVABLES> 1048
<ASSETS-OTHER> 33
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 144817
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 645
<TOTAL-LIABILITIES> 645
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 144170
<SHARES-COMMON-STOCK> 144154
<SHARES-COMMON-PRIOR> 170618
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 144172
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 9529
<OTHER-INCOME> 0
<EXPENSES-NET> 1296
<NET-INVESTMENT-INCOME> 8233
<REALIZED-GAINS-CURRENT> 88
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 8321
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (8233)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 324552
<NUMBER-OF-SHARES-REDEEMED> (357149)
<SHARES-REINVESTED> 6133
<NET-CHANGE-IN-ASSETS> 26376
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (87)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 772
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1296
<AVERAGE-NET-ASSETS> 154494
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .053
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.053)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .008
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Other Exhibit (a)
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Frederick C.
Dey, Eric B. Fischman 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.
Joseph S. DiMartino, Director/Trustee
Dated: December 1, 1995
Schedule A
Group II
Dreyfus A Bonds Plus, Inc.
Dreyfus Balanced Fund, Inc.
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
Premier Capital Growth Fund, Inc.
Other Exhibit (b)
DREYFUS MONEY MARKET INSTRUMENTS, INC.
Assistant Secretary's Certificate
The undersigned, Eric B. Fischman, 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 on August 10, 1994, authorizing the signing by
Frederick C. Dey, Eric B. Fischman 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, Ruth D. Leibert, Eric B. Fischman 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.
IN WITNESS THEREOF, I have hereunto signed my name and affixed the
seal of the Fund on April 25, 1996.
Eric B. Fischman
Assistant Secretary
(SEAL)
