File No. 2-67061
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. 25 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
Amendment No. 25 [X]
(Check appropriate box or boxes.)
DREYFUS INSTITUTIONAL MONEY MARKET FUND
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212)
922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on May 1, 1995 pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of
Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new
effective date for a previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of
its
beneficial interest under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940.
Registrant's Rule 24f-2
Notice for the fiscal year ended December 31, 1994 was filed on
February 24, 1995.
<PAGE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 3
4 General Description of Registrant 4
5 Management of the Fund 7
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 16
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 12
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-18
13 Investment Objectives and Policies B-2
14 Management of the Fund B-4
15 Control Persons and Principal B-7
Holders of Securities
16 Investment Advisory and Other B-9
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
<PAGE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-16
18 Capital Stock and Other Securities B-18
19 Purchase, Redemption and Pricing B-11, B-12,
B-19
of Securities Being Offered
20 Tax Status *
21 Underwriters B-16
22 Calculations of Performance Data B-18
23 Financial Statements B-23
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-13
31 Management Services C-13
32 Undertakings C-13
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
<PAGE>
Dreyfus Institutional Money Market Fund
- - NO SALES CHARGE
- - NO REDEMPTION FEE
- - FREE EXCHANGE BETWEEN
DREYFUS FUNDS BY PHONE
PROSPECTUS
May 1, 1995
TABLE OF CONTENTS Page
Annual Fund Operating Expenses 2
Condensed Financial Information 3
Yield Information 4
Description of the Fund 4
Management of the Fund 8
How to Buy Fund Shares 9
Shareholder Services 10
How to Redeem Fund Shares 13
Shareholder Services Plan 16
Dividends, Distributions and Taxes 16
General Information 17
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.
Dreyfus Institutional Money Market Fund (the
"Fund") is an open-end, diversified, manage-
ment investment company, known as a money
market mutual fund. Its goal is to provide you
with as high a level of current income as is con-
sistent 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 mar-
ket 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.
__________________
The Dreyfus Corporation professionally manages
the Fund's portfolios.
This Prospectus sets forth concisely information
about the Fund that you should know before investing.
It should be read and retained for future reference.
The Statement of Additional Information,
dated May 1, 1995, which may be revised from
time to time, provides a further discussion of
certain areas in this Prospectus and other matters
which may be of interest to some investors. It has
been filed with the Securities and Exchange
Commission and is incorporated herein by reference.
For a free copy, write to the Fund at 144
Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call 1-800-242-8671. When
telephoning, ask for Operator 666.
An investment in the Fund is neither
insured nor guaranteed by the U.S.
Government. There can be no assurance that
each Series will be able to maintain a stable
net asset value of $1.00 per share.
Mutual fund shares are not deposits or
obligations of, or guaranteed or endorsed by,
any bank, and are not federally insured by the
Federal Deposit Insurance Corporation, the
Federal Reserve Board, or any other agency.
<PAGE>
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
Money Government
Market Securities
Series Series
Management Fees .50% .50%
Other Expenses .13% .19%
Total Fund Operating Expenses .63% .69%
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 $ 6 $ 7
3 Years $20 $22
5 Years $35 $38
10 Years $79 $86
The amounts listed in the example should not be
considered as representative of past or future expenses and
actual expenses may be greater or less than those indicated.
Moreover, while the example assumes a 5% annual return, each
series' actual performance will vary and may result in an actual
return greater or less than 5%.
The purpose of the foregoing table is to assist you in
understanding the various costs and expenses borne by each
series, and therefore indirectly by investors, the payment of
which will reduce investors' return on an annual basis. You can
purchase shares of either series without charge directly from the
Fund's distributor; you may be charged a nominal fee if you
effect transactions in shares of either series through a
securities dealer, bank or other financial institution. See
"Management of the Fund" and "Shareholder Services Plan."
<PAGE>
Condensed Financial Information
The information in the following table has been audited by
Ernst & Young LLP, the Fund's independent auditors, whose report
thereon appears in the Statement of Additional Information.
Further financial data and related notes are included in the
Statement of Additional Information, available upon request.
Financial Highlights
Contained below is per share operating performance data for
a share of beneficial interest 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,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
PER SHARE DATA:
Net asset value, beginning of year $.9999 $.9995 $.9996 $.9991 $.9992 $.9988 $.9987 $.9992 $.9993 $.9993
Investment Operations:
Investment income-net .0792 .0644 .0626 .0714 .0878 .0769 .0570 .0345 .0272 .0359
Net realized and unrealized gain
(loss) on investments (.0004) .0001 (.0005) .0001 (.0004) (.0001) .0005 .0001 - -
Total from Investment
Operations .0788 .0645 .0621 .0715 .0874 .0768 .0575 .0348 .0272 .0359
Distributions;
Dividends from investment
income-net (.0792) (.0644) (.0626) (.0714) (.0878) (.0769) (.0570) (.0345) (.0272) (.0359)
Net asset value, end of year $.9995 $.9996 $.9991 $.9992 $.9988 $.9987 $.9992 $.9993 $.9993 $.9993
TOTAL INVESTMENT RETURN 8.21% 6.63% 6.44% 7.37% 9.14% 7.99% 5.85% 3.51% 2.76% 3.65%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets .50% .50% .50% .50% .50% .50% .60% .63% .63% .63%
Ratio of net investment income
to average net assets 8.04% 6.37% 6.25% 7.16% 8.79% 7.72% 5.73% 3.48% 2.72% 3.59%
Decreased reflected in above
expense ratios due
to undertakings by
The Dreyfus Corporation .05% .06% .06% .07% .07% .08% - - - -
Net Assets, end of year
(000's omitted) $561,389 $636,085 $520,857 $707,023 $477,113 $401,461 $354,090 $329,574 $354,117 $362,825
</TABLE>
<TABLE>
<CAPTION>
Money Market Series
Year ended December 31,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
PER SHARE DATA:
Net asset value, beginning of year $.9998 $.9999 $1.0000 $.9995 $.9991 $.9985 $.9989 $.9987 $.9992 $.9990
Investment Operations:
Investment income-net .0799 .0639 .0590 .0677 .0855 .0758 .0557 .0338 .0260 .0343
Net realized and unrealized gain
(loss) on investments .0001 .0001 (.0005) (.0004) (.0006) .0004 (.0002) .0005 (.0002) -
Total from Investment
Operations .0800 .0640 .0585 .0673 .0849 .0762 .0555 .0345 .0258 .0343
Distributions;
Dividends from investment
income-net (.0799) (.0639) (.0590) (.0677) (.0855) (.0758) (.0557) (.0338) (.0260) (.0343)
Net asset value, end of year $.9999 $1.0000 $.9995 $.9991 $.9985 $.9989 $.9987 $.9992 $.9990 $.9990
TOTAL INVESTMENT RETURN 8.29% 6.58% 6.06% 6.99% 8.90% 7.85% 5.71% 3.44% 2.63% 3.49%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets .50% .50% .50% .50% .50% .50% .65% .64% .65% .69%
Ratio of net investment income
to average net assets 7.97% 6.37% 5.87% 6.68% 8.54% 7.58% 5.64% 3.42% 2.61% 3.40%
Decreased reflected in above
expense ratios due
to undertakings by
The Dreyfus Corporation .05% .05% .07% .09% .11% .10% - - - -
Net Assets, end of year
(000's omitted) $1,040,359 $1,057,111 $489,909 $272,232 $214,481 $246,174 $174,173 $192,141 $134,574 $120,281
</TABLE>
<PAGE>
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 undertaking that may be
in effect. See "Management of the Fund."
Yield information is useful in reviewing the Fund's
performance, but because yields will fluctuate, under certain
conditions such information may not provide a basis for
comparison with domestic bank deposits, other investments which
pay a fixed yield for a stated period of time, or other
investment companies which may use a different method of
computing yield.
Comparative performance information may be used from time to
time in advertising or marketing the Fund's shares, including
data from Lipper Analytical Services, Inc., IBC/Donoghue's Money
Fund Report, Bank Rate Monitor Trademark, N. Palm Beach, Fla.
33408, Morningstar, Inc. and other industry publications.
Description of the Fund
General
The Fund is a "series fund," which is a mutual fund divided
into separate portfolios. Each portfolio is treated as a separate
entity for certain matters under the Investment Company Act of
1940 and for other purposes, and a shareholder of one series is
not deemed to be a shareholder of any other series. As described
below, for certain matters Fund shareholders vote together as a
group; as to others they vote separately by series.
Investment Objective
The Fund seeks to provide you with as high a level of
current income as is consistent with the preservation of capital
and the maintenance of liquidity. Each of the Fund's series
pursues this goal in the manner described below. Each series'
investment objective cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940) of such series' outstanding voting shares. There can be
no assurance that the series' investment objective will be
achieved. Securities in which the series invest may not earn as
high a level of current income as long-term or lower quality
securities which generally have less liquidity, greater market
risk and more fluctuation in market value.
Management Policies
Each series seeks to maintain a net asset value of $1.00 per
share for purchases and redemptions. To do so, the Fund uses the
amortized cost method of valuing each series' securities
pursuant to Rule 2a-7 under the Investment Company Act of 1940,
certain requirements of which are summarized below.
In accordance with Rule 2a-7, each series will maintain a
dollar-weighted average portfolio maturity of 90 days or less,
purchase only instruments having remaining maturities of 13
months or less and invest only in U.S. dollar denominated
securities determined in accordance with procedures established
by the Board of Trustees to present minimal credit risks and,
with respect to the Money Market Series, which are rated in one
of the two highest rating categories for debt obligations by at
least two nationally recognized statistical rating organizations
(or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality
as determined in accordance with procedures established by the
Board of Trustees. The nationally recognized statistical rating
organizations currently rating instruments of the type the Money
Market Series may purchase are Moody's Investors Service, Inc.,
Standard & Poor's Corporation, Duff & Phelps Credit Rating Co.,
Fitch Investors Service, Inc., IBCA Limited and IBCA Inc. and
Thomson BankWatch, Inc., and their rating criteria are described
in the Appendix to the Fund's Statement of Additional
Information. For further information regarding the amortized
cost method of valuing securities, see "Determination of Net
Asset Value" in the Fund's Statement of Additional Information.
There can be no assurance that the series will be able to
maintain a stable net asset value of $1.00 per share.
The Money Market Series
The Money Market Series invests in short-term money market
obligations, including securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities,
certificates of deposit, time deposits, bankers' acceptances and
other short-term obligations issued by domestic banks and London
branches of domestic banks, repurchase agreements, and high grade
commercial paper and other short-term corporate obligations.
Generally, at least 25% of the value of
the Money Market Series' total assets will be invested in bank
obligations. See "Risk Factors Relating to the Money Market
Series" below.
The Money Market Series will not invest more than
5% of its total assets in the securities (including the
securities collateralizing a repurchase agreement) of, or
subject to puts issued by, a single issuer, except that (i) the
series may invest more than 5% of its total assets in a single
issuer for a period of up to three business days in certain
limited circumstances, (ii) the series may invest in obligations
issued or guaranteed by the U.S. Government without any such
limitation, and (iii) the limitation with respect to puts does
not apply to unconditional puts if no more than 10% of the
series' total assets is invested in securities issued or
guaranteed by the issuer of the unconditional put. Investments
in rated securities not rated in the highest category by at
least two rating organizations (or one rating organization if
the instrument was rated by only one such organization), and
unrated securities not determined by the Board of Trustees to be
comparable to those rated in the highest category, will be
limited to 5% of the Money Market Series' total assets, with the
investment in any one such issuer being limited to no more than
the greater of 1% of the series' total assets or $1,000,000. As
to each security, these percentages are measured at the time the
Money Market Series purchases the security.
The Government Securities Series
The Government Securities Series invests
only in short-term securities issued or guaranteed as to
principal and interest by the U.S. Government (whether or not
subject to repurchase agreements).
Portfolio Securities
Securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and
times of issuance. The Money Market Series and the Government
Securities Series may invest in Treasury Bills, Treasury Notes
and Treasury Bonds. Treasury Bills have initial maturities of one
year or less; Treasury Notes have initial maturities of one to
ten years; and Treasury Bonds generally have initial maturities
of greater than ten years. In addition, the Money Market Series
may invest in obligations issued or guaranteed by U.S. Government
agencies and instrumentalities. Some obligations issued or
guaranteed by U.S. Government agencies and instrumentalities,
for example, Government National Mortgage Association
pass-through certificates, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the
Federal Home Loan Banks, by the right of the issuer to borrow
from the Treasury; others, such as those issued by the Federal
National Mortgage Association, by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on
generally recognized reference rates or the relationship of
rates. While the U.S. Government provides financial support to
such U.S. Government-sponsored agencies or instrumentalities, no
assurance can be given that it will always do so since it is not
so obligated by law. The Money Market Series will invest in such
securities only when it is satisfied that the credit risk with
respect to the issuer is minimal.
The Money Market Series may purchase certificates of
deposit, time deposits, bankers' acceptances and other short-term
obligations issued by domestic banks and London branches of
domestic banks. Certificates of deposit are negotiable
certificates evidencing the obligation of a bank to repay funds
deposited with it for a specified period of time. Time deposits
are non-negotiable deposits maintained in a banking institution
for a specified period of time (in no event longer than seven
days) at a stated interest rate. Time deposits which may be held
by the Money Market Series will not benefit from insurance from
the Bank Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation.
Investments in time deposits and certificates of deposit are
limited to domestic banks that have total assets in excess of one
billion dollars or London branches of such domestic banks.
Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer.
These instruments reflect the obligation both of the bank and of
the drawer to pay the face amount of the instrument upon
maturity. The other short-term bank obligations may include
uninsured, direct obligations bearing fixed, floating or variable
interest rates.
Repurchase agreements involve the acquisition by a series of
an underlying debt instrument, subject to an obligation of the
seller to repurchase, and such series to resell, the instrument
at a fixed price usually not more than one week after its
purchase. Certain costs may be incurred by the series in
connection with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In
addition, if bankruptcy proceedings are commenced with respect to
the seller of the securities, realization on the securities by
the Fund may be delayed or limited.
Each series may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not
exist, provided such investments are consistent with the Fund's
investment objective. Such securities may include securities that
are not readily marketable, such as certain securities that are
subject to legal or contractual restrictions on resale and
repurchase agreements providing for settlement in more than seven
days after notice. As to these securities, the series is subject
to a risk that should the 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.
Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The
commercial paper purchased by the Money Market Series will
consist only of direct obligations of U.S. entities. The other
corporate obligations in which the Money Market Series may
invest consist of high quality, U.S. dollar denominated
short-term notes issued by U.S. corporations, including
banks.
Certain Fundamental Policies
Each series of the Fund may: (i) borrow money from banks,
but only for temporary or emergency (not leveraging) purposes, in
an amount up to 15% of the 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 being made. While borrowings exceed 5% of a series'
total assets, such series will not make any additional
investments; and (ii) pledge, hypothecate, mortgage or otherwise
encumber its assets in an amount up to 15% of the value of its
total assets, but only to secure borrowings for temporary or
emergency purposes. In addition, the Money Market Series: (i) may
invest up to 5% of its total assets in the commercial paper of
any one issuer; (ii) as to 25% of its total assets, may invest up
to 15% in the obligations of any one bank and, as to the
remainder, may invest not more than 5% of its total assets in the
obligations of any one bank (in each case, subject to the
provisions of Rule 2a-7); (iii) will invest at least 25% of its
total assets in obligations issued by banks, provided that if at
some future date available yields on bank securities are
significantly lower than yields on other securities in which the
Money Market Series may invest, the Money Market Series may
invest less than 25% of its total assets in bank obligations; and
(iv) may invest up to 25% of its total assets in the securities
of issuers in a single industry, provided that there shall be no
limitation on the purchase of obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities. This
paragraph describes fundamental policies that cannot be changed,
as to either series, without approval by the holders of a
majority (as defined in the Investment Company Act of 1940) of
the outstanding voting shares of such series. See "Investment
Objective and Management Policies - Investment Restrictions" in
the Fund's Statement of Additional Information.
Certain Additional Non-Fundamental Policy
Each series may invest up to
10% of the value of its net assets in repurchase agreements
providing for settlement in more than seven days after notice
and in securities that are illiquid. See "Investment Objective
and Management Policies - Investment Restrictions" in the
Fund's Statement of Additional Information.
Risk Factors Relating to the Money Market Series
Since the Money Market Series' portfolio may contain
securities issued by London branches of domestic banks, this
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 of U.S. domestic issuers. Such
risks include future political and economic developments, the
possible imposition of United Kingdom withholding taxes on
interest income payable on the securities, the possible
establishment of exchange controls, the possible seizure or
nationalization of foreign deposits, or the adoption of other
foreign governmental restrictions which might adversely affect
the payment of principal and interest on these 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 return on the Money Market Series' shares could be
affected by economic or regulatory developments in or related to
the banking industry, which industry also is subject to the
effects of the concentration of loan portfolios in leveraged
transactions and in particular businesses, and competition
within the banking industry as well as with other types of
financial institutions. The Money Market Series, however, will
seek to minimize its exposure to such risks by investing only in
debt securities which are determined to be of high quality.
Other Investment Considerations
Each series attempts to increase yields by trading to take
advantage of short-term market variations. This policy is
expected to result in high portfolio turnover but should not
adversely affect the series since it usually does not pay
brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the
series will vary inversely to changes in prevailing interest
rates. Thus, if interest rates have increased from the time a
security was purchased, such security,
if sold, might be sold at a price less than its cost. Similarly,
if interest rates have declined from the time a security was
purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the
security was purchased at face value and held to maturity, no
gain or loss would be realized.
From time to time, the Government
Securities Series may lend securities from its portfolio to
brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Such loans
may not exceed 20% of the value of the Government Securities
Series' total assets. In connection with such loans, the
Government Securities Series will receive collateral consisting
of cash or U.S. Treasury securities. Such collateral will be
maintained at all times in an amount equal to at least 100% of
the current market value of the loaned securities. The
Government Securities Series can increase its income through the
investment of such collateral. The Government Securities Series
continues to be entitled to payments in amounts equal to the
interest or other distributions payable on the loaned securities
and receives interest on the amount of the loan. Such loans will
be terminable at any time upon specified notice. The Government
Securities Series might experience risk of loss if the
institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.
Investment decisions for the Fund are made independently
from those of other investment companies advised by The Dreyfus
Corporation. However, if such other investment companies are
prepared to invest in, or desire to dispose of, money market
instruments at the same time as the Fund, available investments
or opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely
affect the price paid or received by the Fund or the size of the
position obtained for or disposed of by the Fund.
Management of the Fund
The Dreyfus Corporation, located at 200 Park Avenue, New
York, New York 10166, was formed in 1947 and serves as the
Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a
wholly-owned subsidiary of Mellon Bank Corporation ("Mellon").
As of January 31, 1995, The Dreyfus Corporation managed or
administered approximately $__ billion in assets for more than
1.9 million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the
overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the overall authority of the
Fund's Board of Trustees in accordance with Massachusetts law.
Mellon is a publicly owned multibank holding company
incorporated
under Pennsylvania law in 1971 and registered under the Federal
Bank Holding Company Act of 1956, as amended. Mellon provides a
comprehensive range of financial products and services in
domestic and selected international markets. Mellon is among the
twenty-five largest bank holding companies in the United States
based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National
Association, Mellon Bank (MD), The Boston Company, Inc., AFCO
Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries,
including The Dreyfus Corporation, Mellon managed approximately
$201 billion in assets as of September 30, 1994, including $76
billion in mutual fund assets. As of September 30, 1994, Mellon,
through various subsidiaries, provided non-investment services,
such as custodial or administration services, for approximately
$659 billion in assets, including $108 billion in mutual fund
assets.
For the year ended December 31, 1994, the Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate
of .50 of 1% of the value of each series' average daily net
assets. From time to time, The Dreyfus Corporation may waive
receipt of its fees and/or voluntarily assume certain expenses of
either series of the Fund, which would have the effect of
lowering the overall expense ratio of that series and increasing
yield to investors in the series at the time such amounts are
waived or assumed, as the case may be. The Fund will not pay The
Dreyfus Corporation at a later time for any amounts it may waive,
nor will the Fund reimburse The Dreyfus Corporation for any
amounts
it may assume.
The Dreyfus Corporation may pay the Fund's
distributor for shareholder services from The Dreyfus
Corporation's own assets, including past profits but not
including the management fee paid by the Fund. The Fund's
distributor may use part or all of such payments to pay
securities dealers or others in respect of these services.
The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston,
Massachusetts 02109. The Distributor is a wholly-owned
subsidiary of Institutional Administration Services, Inc., a
provider of mutual fund administration services, the parent
company of which is Boston Institutional Group, Inc.
The Shareholder Services Group, Inc., a subsidiary of First
Data Corporation, P.O. Box 9671, Providence, Rhode Island
02940-9671, is the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 110 Washington
Street, New York, New York 10286, is the Fund's Custodian. First
Interstate Bank of California, 707 Wilshire Boulevard, Los
Angeles, California 90017, is the Fund's Sub-custodian.
<PAGE>
How to Buy Fund Shares
Shares of each series of the Fund are sold
without a sales charge. You may be charged a nominal fee if you
effect transactions in shares of either series through a
securities dealer, bank or other financial institution. Share
certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund reserves
the right to reject any purchase order.
The minimum initial investment in each 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. Subsequent investments in
either series must be at least $100. The initial investment must
be accompanied by the Fund's Account Application.
You may purchase Fund shares by check
or wire. Checks should be made payable to "The Dreyfus Family of
Funds." 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. 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 #8900051922/Dreyfus Institutional Money
Market Fund/Money Market Series, or for the Government
Securities Series to The Bank of New York, DDA#8900051949/
Dreyfus Institutional Money Market Fund/Government Securities
Series, for purchase of Fund shares in your name. The wire must
include your Fund account number (for new accounts, your
Taxpayer Identification Number ("TIN") should be included
instead), account registration and dealer number, if applicable.
If your initial purchase of Fund shares is by wire, please call
1-800-645-6561 after completing your wire payment to obtain your
Fund account number. Please include your Fund account number on
the Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemption will be permitted
until the Account Application is received. You may obtain
further information about remitting funds in this manner from
your bank. All payments should be made in U.S. dollars and, to
avoid fees and delays, should be drawn only on U.S. banks. A
charge will be imposed if any check used for investment in your
account does not clear. Information about transmitting payments
by wire to First Interstate Bank of California may be obtained
by calling 1-800-242-8671. The Fund makes available to certain
large institutions the ability to issue purchase instructions
through compatible computer facilities.
Subsequent investments
also may be made by electronic transfer of funds from an account
maintained in a bank or other domestic financial institution
that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with
instructions to credit your Fund account. The instructions must
specify your Fund account registration and your Fund account
number preceded by the digits "1111."
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 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 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/l:00 p.m., California time), on each day the New York Stock
Exchange or, with respect to the Money Market Series, the
Transfer Agent is open for business. Net asset value per share
is computed by dividing the value of the net assets of each
series (i.e., the value of its assets less liabilities) by the
total number of shares of such series outstanding. See
"Determination of Net Asset Value" in the Fund's Statement of
Additional Information.
If your payments are received in or
converted into Federal Funds by 12:00 Noon, New York time, by
the Transfer Agent, or received in Federal Funds by 12:00 Noon,
California time, by First Interstate Bank of California, you
will receive the dividend declared on that day. If your payments
are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Transfer Agent, or received in
Federal Funds after 12:00 Noon, California time, by First
Interstate Bank of California, your shares will begin to accrue
dividends on the following business day.
Qualified institutions may telephone orders for purchase of
either series' shares by telephoning the Distributor toll free at
1-800-242-8671; in New York City, call 1-718-895-1396; on Long
Island, call 794-5452; in California, call 1-213-380-0010. A
telephone order placed with the Distributor or its designee in
New York will become effective at the price determined at 12:00
Noon, New York time, and the shares purchased will receive the
dividend on such series' shares declared on that day if such
order is placed by 12:00 Noon, New York time, and Federal Funds
are received by the Transfer Agent by 4:00 p.m., New York time. A
telephone order placed with the Distributor or its designee in
California will become effective at the price determined at 1:00
p.m., California time, and the shares purchased will receive the
dividend on such series' shares declared on that day if such
order is placed by 12:00 Noon, California time, and Federal
Funds are received by First Interstate Bank of California by
4:00 p.m., California time.
Federal regulations require that you
provide a certified TIN upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service
("IRS").
Procedures for Multiple Accounts
Special procedures have been designed for banks and other
institutions that wish to open multiple accounts. The institution
may open a single master account by filing one application with
the Transfer Agent and may open individual sub-accounts at the
same time or at some later date. For further information, please
refer to the Statement of Additional Information.
Shareholder Services
Fund Exchanges - You may purchase, in exchange for shares of a
series, shares of the Fund's other series or shares of certain
other funds managed or administered by The Dreyfus Corporation,
to the extent such shares are offered for sale in your state of
residence. These funds have different investment objectives
which may be of interest to you. If you desire to use this
service, please call 1-800-645-6561 to determine if it is
available and whether any conditions are imposed by 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 shareholders
automatically, unless you check the applicable "No" box on the
Account Application, indicating that you specifically refuse
this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed
by all shareholders on the account, or by a separate signed
Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange
Privilege, you may telephone exchange instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. See "How to Redeem Fund Shares - Procedures."
Upon an exchange into a new account, the following shareholder
services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Check Redemption
Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege and the dividend/capital gain distribution option
(except for Dreyfus Dividend Sweep) selected by the
investor.
Shares will be exchanged at the next determined net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. If you are
exchanging into a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load, if the shares of the fund
from which you are exchanging were: (a) purchased with a sales
load, (b) acquired by a previous exchange from shares purchased
with a sales load, or (c) acquired through reinvestment of
dividends or distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of your exchange
you must notify the Transfer Agent. Any such qualification is
subject to confirmation of your holdings through a check of
appropriate records. See "Shareholder Services" in the Statement
of Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the
Fund reserves the right, upon not less than 60 days' written
notice, to charge shareholders a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. The
Fund reserves the right to reject any exchange request in whole
or in part. The availability of Fund Exchanges may be modified
or terminated at any time upon notice to shareholders.
The exchange of shares of one fund or series for shares of
another fund or series is treated for Federal income tax purposes
as a sale of the shares given in exchange by the shareholder and,
therefore, an exchanging shareholder may realize a taxable gain
or loss.
Certain funds in the Dreyfus Family of Funds offer
multiple classes of shares to the public. If any investor in a
fund offering multiple classes of shares exchanges shares of
such fund subject to a contingent deferred sales charge ("CDSC")
for shares of the Fund, the Fund shares obtained in the exchange
will be held in a separate Exchange Account for the investor.
Shares held in an Exchange Account may be exchanged only for
shares of select funds in the Dreyfus Family of Funds. No CDSC
will be imposed on such shares at the time of exchange; however,
an investor exchanging such shares should review carefully the
current prospectus of the fund from which such shares were
exchanged and into which such shares are being exchanged to
determine the CDSC applicable on redemption. Exchange Account
shares are eligible for the Dreyfus Auto-Exchange Privilege,
Dreyfus Dividend Options and the Automatic Withdrawal Plan, and
redemption proceeds on such shares will be paid only by Federal
wire or by check. Please call 1-800-645-6561 for further
information.
Dreyfus Auto-Exchange Privilege
Dreyfus Auto-Exchange Privilege enables you to invest
regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of either series of the Fund, in
shares of the Fund's other series or other funds in the Dreyfus
Family of Funds of which you are currently an investor. The
amount you designate, which can be expressed either in terms of a
specific dollar or share amount ($100 minimum), will be exchanged
automatically on the first and/or fifteenth of the month
according to the schedule you have selected. Shares will be
exchanged at the then-current net asset value; however, a sales
load may be charged with respect to exchanges into funds sold
with a sales load. See "Shareholder Services" in the Statement of
Additional Information. The right to exercise this Privilege may
be modified or cancelled by the Fund or the Transfer Agent. You
may modify or cancel your exercise of this Privilege at any time
by writing to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. The Fund may charge a
service fee for the use of this Privilege. No such fee currently
is contemplated. The exchange of shares of one fund for shares
of another is treated for Federal income tax purposes as a sale
of the shares given in exchange by the shareholder and,
therefore, an exchanging shareholder may realize a taxable gain
or loss. For more information concerning this Privilege and the
funds in the Dreyfus Family of Funds eligible to participate in
this Privilege, or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call toll free
1-800-645-6561.
Dreyfus-Automatic Asset Builder
Dreyfus-Automatic Asset Builder permits you to purchase
shares (minimum of $100 and maximum of $150,000 per transaction)
at regular intervals selected by you. Fund shares are purchased
by transferring funds from the bank account designated by you. At
your option, the bank account designated by you will be debited
in the specified amount, and Fund shares will be purchased, once
a month, on either the first or fifteenth day, or twice a month,
on both days. Only an account maintained at a domestic financial
institution which is an Automated Clearing House member may be
so designated. To establish a Dreyfus-Automatic Asset Builder
account, you must file an authorization form with the Transfer
Agent. You may obtain the necessary authorization form by
calling 1-800-645-6561. You may cancel your participation in
this Privilege or change the amount of purchase at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, and the
notification will be effective three business days following
receipt. The Fund may modify or terminate this Privilege at any
time or charge a service fee. No such fee currently is
contemplated.
Dreyfus Government Direct Deposit Privilege
Dreyfus Government Direct Deposit Privilege enables you to
purchase shares (minimum of $100 and maximum of $50,000 per
transaction) by having Federal salary, Social Security, or
certain veterans', military or other payments from the Federal
government automatically deposited into your Fund account. You
may deposit as much of such payments as you elect. To enroll in
Dreyfus Government Direct Deposit, you must file with the
Transfer Agent a completed Direct Deposit Sign-Up Form for each
type of payment that you desire to include in this Privilege.
The appropriate form may be obtained by calling 1-800-645-6561.
Death or legal incapacity will terminate your participation in
this Privilege. You may elect at any time to terminate your
participation by notifying in writing the appropriate Federal
agency. Further, the Fund may terminate your participation upon
30 days' notice to you.
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest automatically
dividends or dividends and capital gain distributions, if any,
paid by the series in shares of another fund in the Dreyfus
Family of Funds of which you are a shareholder. Shares of the
other fund will be purchased at the then-current net asset value;
however, a sales load may be charged with respect to investments
in shares of a fund sold with a sale load. If you are investing
in a fund that charges a sales load, you may qualify for share
prices which do not include the sales load or which reflect a
reduced sales load. See "Shareholder Services" in the Statement
of Additional Information. Dividend ACH permits you to transfer
electronically on the payment date dividends or dividends and
capital gain distributions, if any, from the series to a
designated bank account. Only such an account maintained at a
financial institution which is an Automated Clearing House member
may be so designated. Banks may charge a fee for this service.
For more information concerning these privileges and the
funds in the Dreyfus Family of Funds eligible to participate in
these privileges, or to request a Dividend Options Form, please
call toll free 1-800-645-6561. You may cancel these privileges by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. To select a
new fund after cancellation, you must submit a new Dividend
Options Form. Enrollment in or cancellation of these privileges
is effective three business days following receipt. These
privileges are available only for existing accounts and may not
be used to open new accounts. Minimum subsequent investments do
not apply for Dreyfus Dividend Sweep. The Fund may modify or
terminate these privileges at any time or charge a service fee.
No such fee currently is contemplated.
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.
Quarterly Distribution Plan
The Quarterly Distribution Plan permits you to receive
quarterly payments from the Fund consisting of proceeds from the
redemption of shares purchased for your account through the
automatic reinvestment of dividends declared on your account
during the preceding calendar quarter.
You may open a Quarterly Distribution Plan by submitting a
request to the Transfer Agent. The Quarterly Distribution Plan
may be ended at any time by you, the Fund or the Transfer Agent.
Shares for which certificates have been issued must be presented
before redemption under the Quarterly Distribution Plan.
Automatic Withdrawal Plan
The Automatic Withdrawal Plan permits you to request
withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis if you have a $5,000 minimum
account. An application for the Automatic Withdrawal Plan can be
obtained by calling 1-800-645-6561. There is a service charge of
50 cents for each withdrawal check. The Automatic Withdrawal Plan
may be ended at any time by you, the Fund or the Transfer Agent.
Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.
How to Redeem Fund Shares
General
You may request redemption of your shares at any
time. Redemption requests should be transmitted to the Transfer
Agent as described below. When a request is received in proper
form, the Fund will redeem the shares at the next determined net
asset value.
The Fund imposes no charges when shares are
redeemed. Securities dealers, banks and other financial
institutions may charge a nominal fee for effecting redemptions
of Fund shares. Any certificates representing Fund shares being
redeemed must be submitted with the redemption request. If you
own shares in both series, any redemption request must clearly
state from which series you wish to redeem the shares. The value
of the shares redeemed may be more or less than their original
cost, depending upon the series' then-current net asset value.
If a request for redemption is received in proper form by
the Transfer Agent by 12:00 Noon, New York time, or by the Los
Angeles office of the Distributor or its designee by 12:00 Noon,
California time, the proceeds of the redemption, if transfer by
wire is requested, will be transmitted in Federal Funds
ordinarily on the same day and the shares will not receive the
dividend declared on that day. If the request is received later
that day by the Transfer Agent or the Los Angeles office of the
Distributor or its designee, the shares will receive the
dividend on the Fund's shares declared on that day and the
proceeds of redemption, if wire transfer is requested, will be
transmitted in Federal Funds ordinarily on the next business
day.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
or the Distributor or its designee, as the case may be, of a
redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission. However, if you
have purchased Fund shares by check 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 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, for a period of eight
business days after receipt by the Transfer Agent of the
purchase check 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 on not less than 30 days' written
notice if your account's net asset value is $500 or less and
remains so during the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, the Check Redemption
Privilege, the Wire Redemption Privilege or the Telephone
Redemption Privilege. The Fund makes available to certain large
institutions the ability to issue redemption instructions through
compatible computer facilities.
You may redeem Fund shares by telephone if you have checked
the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent.
If you select a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless you
refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to
be you, and reasonably believed by the Transfer Agent to be
genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if
it does not follow such procedures, the Transfer Agent or the
Fund may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Fund nor the Transfer Agent
will be liable for following telephone instructions reasonably
believed to be genuine.
During times of drastic economic or
market conditions, you may experience difficulty in contacting
the Transfer Agent by telephone to request a redemption or
exchange of Fund shares. In such cases, you should consider
using the other redemption procedures described herein. Use of
these other redemption procedures may result in your redemption
request being processed at a later time than it would have been
if telephone redemption had been used.
Regular Redemption - Under the regular redemption procedure, you
may redeem shares by written request mailed to The Dreyfus Family
of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671.
Redemption requests may be delivered in person only to a Dreyfus
Financial Center. These requests will be forwarded to the Fund
and will be processed only upon receipt thereby. For the location
of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information." Redemption
requests must be signed by each shareholder, including each
owner of a joint account, and each signature must be guaranteed.
The Transfer Agent has adopted standards and procedures pursuant
to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions,
national securities exchanges, registered securities
associations, clearing agencies and savings associations, as
well as from participants in the New York Stock Exchange
Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP"), and the Stock Exchanges Medallion
Program. If you have any questions with respect to
signature-guarantees, please call one of the telephone numbers
listed under "General Information."
Redemption proceeds of at
least $1,000 will be wired to any member bank of the Federal
Reserve System in accordance with a written signature-guaranteed
request.
Check Redemption Privilege - You may request on the
Account Application, Shareholder Services Form or by later
written request that the Fund provide Redemption Checks drawn on
the Fund's account. Redemption Checks may be made payable to the
order of any person in the amount of $500 or more. Redemption
Checks should not be used to close your account. Redemption
Checks are free, but the Transfer Agent will impose a fee for
stopping payment of a Redemption Check upon your request or if
the Transfer Agent cannot honor a Redemption Check because of
insufficient funds or other valid reason. You should date your
Redemption Checks with the current date when you write them.
Please do not postdate your Redemption Check. If you do, the
Transfer Agent will honor, upon presentation, even if presented
before the date of the check, all postdated Redemption Checks
which are dated within six months of presentation for payment,
if they are otherwise in good order. Shares for which
certificates have been issued may not be redeemed by Redemption
Check. This Privilege may be modified or terminated at any time
by the Fund or the Transfer Agent upon notice to
shareholders.
Wire Redemption Privilege - You may request by wire
or telephone that redemption proceeds (minimum $1,000) be wired
to your account at a bank which is a member of the Federal
Reserve System, or a correspondent bank if your bank is not a
member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary information
on the Fund's Account Application or file a Shareholder Services
Form with the Transfer Agent. You may direct that redemption
proceeds be paid by check (maximum $150,000 per day) made out to
the owners of record and mailed to your address. Redemption
proceeds of less than $1,000 will be paid automatically by
check. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of not more than $250,000 wired within
any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas,
call 1-401-455-3306. You also may redeem shares by calling the
Los Angeles office of the Distributor or its designee at
1-213-380-0010. The Fund reserves the right to refuse any
redemption request, including requests made shortly after a
change of address, and may limit the amount involved or the
number of such requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth
instructions for transmitting redemption requests by
wire.
Telephone Redemption Privilege - You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed
a Shareholder Services Form with the Transfer Agent. The
redemption proceeds will be paid by check and mailed to your
address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. You also may telephone redemption requests by
calling the Los Angeles office of the Distributor or its
designee at 1-213-380-0010. The Fund reserves the right to
refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount
involved or the number of telephone redemption requests. This
Privilege may be modified or terminated at any time by the
Transfer Agent or the Fund.
Shareholder Services Plan
The Fund has adopted a Shareholder Services Plan pursuant to
which the Fund reimburses Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, an amount not
to exceed an annual rate of .25 of 1% of the value of each
series' average daily net assets for certain allocated expenses
of providing personal services and/or maintaining shareholder
accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of
shareholder accounts.
Dividends, Distributions and Taxes
The Fund ordinarily declares dividends from each series'
net investment income on each day the New York Stock Exchange or,
with respect to the Money Market Series, the Transfer Agent is
open for business. Dividends usually are paid on the last
business day of each month, and are automatically reinvested in
additional shares of the series from which they were paid at net
asset value or, at your option, paid in cash. Each series'
earnings for Saturdays, Sundays and holidays are declared as
dividends on the preceding business day. If you redeem all shares
in your account at any time during the month, all dividends to
which you are entitled are paid to you along with the proceeds of
the redemption. Distributions from net realized securities gains,
if any, generally are declared and paid by each series once a
year, but the Fund may make distributions on a more frequent
basis to comply with the distribution requirements of the
Internal Revenue Code of 1986, as amended (the "Code"), in all
events in a manner consistent with the provisions of the
Investment Company Act of 1940. The Fund will not make
distributions from net realized long-term securities gains unless
capital loss carryovers, if any, have been utilized or have
expired. You may choose whether to receive distributions in cash
or to reinvest in additional shares of the series from which
distributions were paid at net asset value. All expenses are
accrued daily and deducted before declaration of dividends to
investors.
Dividends derived from net investment income, together with
distributions from any 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 will qualify for the dividends received
deduction allowable to certain U.S. corporations. Distributions
from net realized long-term securities gains of a series 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 certain state and local taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and
all or a portion of any gains realized from the sale or other
disposition of certain market discount bonds, paid by 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 a series to a foreign investor generally will not be subject
to U.S. nonresident withholding tax. However, such distributions
may be subject to backup withholding, as described below, unless
the foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and
distributions will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year. Dividends and distributions
attributable to interest from direct obligations of the United
States and paid by a series to individuals currently are not
subject to tax in most states. Dividends and distributions
attributable to interest from other
securities in which the series may invest may be subject to
state tax. The Fund intends to provide shareholders with a
statement which sets forth the percentage of dividends and
distributions paid by the series that is attributable to
interest income from direct obligations of the United
States.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends and distributions from net realized securities
gains paid to a shareholder if such shareholder fails to certify
either that the TIN furnished in connection with opening an
account is correct, or that such shareholder has not received
notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the
IRS may notify the Fund to institute backup withholding if the
IRS determines a shareholder's TIN is incorrect or if a
shareholder has failed to properly report taxable dividend and
interest income on a Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax
withheld as a result of backup withholding does not constitute an
additional tax imposed on the record owner of the account, and
may be claimed as a credit on the record owner's Federal income
tax return.
Management believes that each series of the Fund has
qualified for the fiscal year ended December 31, 1994 as a
"regulated investment company" under the Code. Each series of
the Fund intends to continue to so qualify if such qualification
is in the best interests of its shareholders. Such qualification
relieves the series of any liability for Federal income taxes to
the extent its earnings are distributed in accordance with
applicable provisions of the Code. Each series is subject to a
non-deductible 4% excise tax, measured with respect to
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 March
19, 1980. On April 1, 1982, the Fund began offering shares of
the Government Securities Series, and on May 4, 1982, the Fund
began offering shares of the Money Market Series. On April 27,
1987, the Fund was reorganized as an unincorporated business
trust under the laws of the Commonwealth of Massachusetts. The
Fund is authorized to issue an unlimited number of shares of
beneficial interest, par value $.001 per share. Each share has
one vote.
To date, two series of shares have been authorized. All
consideration received by the Fund for shares of one of the
series and all assets in which such consideration is invested,
belong to that series (subject only to the rights of creditors
of the Fund) and will be subject to the liabilities related
thereto. The income attributable to, and the expenses of, one
series are treated separately from those of the other
series.
Rule 18f-2 under the Investment Company Act of 1940
provides that any matter required to be submitted under the
provisions of the Investment Company Act of 1940 or applicable
state law or otherwise, to the holders of the outstanding voting
securities of an investment company such as the Fund will not be
deemed to have been effectively acted upon unless approved by
the holders of a majority of the outstanding shares of each
series affected by such matter. Rule 18f-2 further provides that
a series shall be deemed to be affected by a matter unless it is
clear that the interests of each series in the matter are
identical or that the matter does not affect any interest of
such series. However, the Rule exempts the selection of
independent accountants and the election of trustees from the
separate voting requirements of the Rule.
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of
the Fund. However, the Agreement and Declaration of Trust (the
"Trust Agreement") disclaims shareholder liability for acts or
obligations of the Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Fund or a Trustee. The Trust
Agreement provides for indemnification from the Fund's property
for all losses and expenses of any shareholder held personally
liable for the obligations of the Fund. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself
would be unable to meet its obligations, a possibility which
management believes is remote. Upon payment of any liability
incurred by the Fund, the shareholder paying such liability will
be entitled to reimbursement from the general assets of the Fund.
The Trustees intend to conduct the operations of the Fund in such
a way so as to avoid, as far as possible, ultimate liability of
the shareholders for liabilities of the Fund. As described under
"Management of the Fund" in the Statement of Additional
Information, the Fund ordinarily will not hold shareholder
meetings; however, shareholders under certain circumstances may
have the right to call a meeting of shareholders for the purpose
of voting to remove Trustees.
The Transfer Agent maintains a
record of 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 1-800-242-8671. In
New York City, call 1-718-895-1396; on Long Island, call
794-5452.
No person has been authorized to give any information
or to make any representations other than those contained in
this Prospectus and in the Fund's official sales literature in
connection with the offer of the Fund's shares, and, if given or
made, such other information or representations must not be
relied upon as having been authorized by the Fund. This
Prospectus does not constitute an offer in any State in which,
or to any person to whom, such offering may not lawfully be
made.
<PAGE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 1, 1995
This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with
the current Prospectus of Dreyfus Institutional
Money Market Fund (the "Fund"), dated May 1, 1995, as it may be
revised from time to time. To obtain a copy of the Fund's
Prospectus, please write to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or call the
following numbers:
Call Toll Free -- 1-800-645-6561
In New York City -- Call 1-718-895-1396
On Long Island -- Call 794-5452
The Dreyfus Corporation ("the Manager") serves as the
Fund's investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is
the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies B-2
Management of the Fund B-4
Management Agreement B-8
Shareholder Services Plan B-10
Purchase of Fund Shares B-11
Redemption of Fund Shares B-12
Shareholder Services B-14
Portfolio Transactions B-17
Determination of Net Asset Value B-17
Dividends, Distributions and Taxes B-18
Yield Information B-18
Information About the Fund B-19
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors B-19
Appendix B-20
Financial Statements B-23
Report of Independent Auditors B-31
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE
SECTION IN THE FUND'S PROSPECTUS ENTITLED "DESCRIPTION OF THE
FUND."
Portfolio Securities. (Money Market Series only)
Investments in time deposits and certificates of deposit are
limited to domestic banks having total assets in excess of
one billion dollars and London branches of such domestic banks.
Both domestic banks and London branches of domestic banks
are subject to extensive but different governmental regulations
which may limit both the amount and
types of loans which may be made and interest rates which may be
charged. In addition,
the profitability of the banking industry is dependent largely
upon the availability and
cost of funds for the purpose of financing lending operations
under prevailing money
market conditions. General economic conditions as well as
exposure to credit losses
arising from possible financial difficulties of borrowers play an
important part in the operations of the banking industry.
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. 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. As a result of Federal and state
laws and regulations, domestic
banks are, among other things, generally required to maintain
specified levels of reserves
and are subject to other regulations designed to promote
financial soundness. However,
not all of such laws and regulations apply to the London branches
of domestic banks.
Investment Restrictions. The Fund has adopted investment
restrictions numbered
1 through 10, with respect to each series, and investment
restrictions numbered 12 and
13, with respect to the Money Market Series only, as fundamental
policies. Fundamental
policies cannot be changed, as to either series, without approval
by the holders of a
majority (as defined in the Investment Company Act of 1940 (the
"Act")) of the outstanding voting shares of such series.
Investment restriction number 11 is not a
fundamental policy and may be changed , as to either series, by
vote of a majority of the
Fund's Trustees 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
the Prospectus. 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
policies, 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 series' shares in certain
states. Should the Fund
determine that a commitment is no longer in the best interest 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
Trustees 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 Trustee
who is deemed to be an "interested person" of the Fund, as
defined in the Act, is indicated by an asterisk.
Trustees 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 1994, the Fund's distributor. From August 1994 to
December 1994, he was a director of Mellon Bank Corporation. Mr.
DiMartino is a director and former Treasurer of The Muscular
Dystrophy Association; a trustee of Bucknell University; and a
director of the Noel Group, Inc. Mr. DiMartino is also a Board
member of 91 other funds in the Dreyfus Family of Funds.
Mr. DiMartino is 51 years old and his address is 200 Park Avenue,
New York, New York 10166.
*DAVID P. FELDMAN, Trustee. Corporate Vice President -
Investment management of AT&T and a Trustee of Corporate Property
Investors, a real estate investment company. He is also a Board
member of 37 other funds in the Dreyfus Family of Funds. Mr.
Feldman is 55 years old and his address is One Oak Way, Berkeley
Heights, New Jersey 07922
JOHN M. FRASER, JR., Trustee. President of Fraser Associates, a
service company for planning and arranging corporate meetings and
other events. He was Executive Vice President of Flagship
Cruises, Ltd. from September 1975 to June 1978. Prior
thereto, he was Senior Vice President and Resident Director
of the Swedish-American Line for the United States and Canada.
He is also a Board member of 14 other funds in the Dreyfus Family
of Funds. Mr. Fraser is 73 years old and his address is 133 East
64th Street, New York, New York 10021.
ROBERT R. GLAUBER, Trustee. Research Fellow, Center for Business
and Government at the John F. Kennedy School of Government,
Harvard University since January 1992. He was Under Secretary of
the Treasury for Finance at the U.S. Treasury Department from May
1989 to January 1992. For more than five years prior thereto, he
was a Professor of Finance at the Graduate School of
Business Administration of Harvard University and, from
1985 to 1989, Chairman of its Advanced Management Program. He is
also a Board member of 20 other funds in the Dreyfus Family of
Funds. Mr. Glauber is 56 years old and his address is 79 John F.
Kennedy Street, Cambridge, Massachusetts 02138.
JAMES F. HENRY, Trustee. President of the Center for Public
Resources, a non-profit organization principally engaged in the
development of alternatives to business litigation. He was of
counsel to the law firm of Lovejoy, Wasson & Ashton from
October 1975 to December 1976 and from October 1979 to June
1983, and was a partner of that firm from January 1977 to
September 1979. He was President and a director of the Edna
McConnell Clark Foundation, a philanthropic organization
from September 1971 to December 1976. He is also a Board
member of 10 other funds in the Dreyfus Family of Funds. Mr.
Henry is 64 years old and his address is c/o Center for Public
Resources, 366 Madison Avenue, New York, New York 10017.
ROSALIND GERSTEN JACOBS, Trustee. Director of Merchandise and
Marketing, Corporate Property Investors, a real estate investment
company. From 1974 to 1976, she was owner-manager of a
merchandise and marketing consulting firm. Prior to 1974, she was
a Vice President of Macy's, New York. She is also a Board
member of 20 other funds in the Dreyfus Family of Funds.
Mrs Jacobs is 69 years old and her address is c/o Corporate
Property Investors, 305 East 47th Street, New York, New York
10017.
IRVING KRISTOL, Trustee. 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 Dreyfus Consultant to the Manager on
economic matters; from 1969 to 1988, he was Professor of
Social Thought at the Graduate School of Business Administration,
New York University; from September 1969 to August 1979, he was
Henry R. Luce Professor of Urban Values at New York University;
from 1975 to 1990, he was a director of Lincoln National
Corporation, an insurance company; and from 1977
to 1990, he was a director of Warner-Lambert Company, a
pharmaceutical and consumer products company. He is also a Board
member of 10 other funds in the Dreyfus Family of Funds. Mr.
Kristol is 75 years old and his address is c/o The Public
Interest, 1112 16th Street, N.W., Suite 530, Washington, D.C.
20036.
DR. PAUL A. MARKS, Trustee. 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 National Health Laboratories, a
national clinical diagnostic laboratory. From 1976 to 1991, he
was a director of the Charles H. Revson Foundation; and from
1992 to 1993, he was a director of Biotechnology General, Inc., a
biotechnology development company. He is also a Board member of
10 other funds in the Dreyfus Family of Funds. Dr. Marks is 68
years old and his address is c/o Memorial Sloan-Kettering Cancer
Center, 1275 York Avenue, New York, New York 10021.
DR. MARTIN PERETZ, Trustee. Editor-in-Chief of The New Republic
magazine and a lecturer in Social Studies at Harvard University
where he has been a member of the faculty since 1965. He is a
trustee of The Center for Blood Research at the Harvard Medical
School and a director of Leukosite Inc., a biopharmaceutical
company. From 1988 to 1989, he was a director of Bank of
Leumi Trust Company of New York; and from 1988 to 1991, he was a
director of Carmel Container Corporation. He is also a Board
member of 10 other funds in the Dreyfus Family of Funds. Dr.
Peretz is 55 years old and his address is c/o The
New Republic, 1220 19th Street, N.W., Washington, D.C.
20036.
BERT W. WASSERMAN, Trustee. Executive Vice President and Chief
Financial Officer since January 1990, and a director from January
1990 to March 1993, of Time Warner Inc. From 1981 to 1990, he
was President and a director of Warner Communications Inc. He is
also a member of the Chemical Bank National Advisory Board. He
is also a Board member of 10 other funds in the Dreyfus
Family of Funds. Mr. Wasserman is 62 years old and his
address is c/o Time Warner Inc., 75 Rockefeller Plaza, New York,
New York 10019.
The Trustees, except Messrs. DiMartino and Feldman, were
elected at a meeting of shareholders held on August 2, 1994. No
further shareholder meetings will be held for
the purpose of electing Trustees unless and until such time as
less than a majority of the
Trustees holding office have been elected by shareholders, at
which time the Trustees
then in office will call a shareholders' meeting for the election
of Trustees. Under the
Act, shareholders of record of not less than two-thirds of the
outstanding shares of the
Fund may remove a Trustee through a declaration in writing or by
vote cast in person or
by proxy at a meeting called for that purpose. Under the Fund's
Agreement and
Declaration of Trust, the Trustees are required to call a meeting
of shareholders for the
purpose of voting upon the question of removal of any such
Trustee when requested in
writing to do so by the shareholders of record of not less than
10% of the Fund's outstanding shares.
The Fund typically pays its Trustees an annual retainer and
a per meeting fee and
reimburses them for their expenses. The Chairman of the Board
receives an additional
25% of such compensation. For the fiscal year ended December 31,
1994, the aggregate
amount of compensation paid to each Trustee by the Fund and all
other funds in the
Dreyfus Family of Funds for which such person is a Board member
were as follows:
<PAGE>
<TABLE>
<CAPTION>
(5)
(3) Total
(2) Pension or (4) Compensation from
(1) Aggregate Retirement Benefits Estimated Annual Fund and Fund
Name of Board Compensation from Accrued as Part of Benefits Upon Complex Paid to
Member Fund<F1> Fund's Expenses Retirement Board Members
<S> <C> <C> <C> <C>
Joseph S. DiMartino $<F2> none none $ <F2>
David P. Feldman $ 747 none none $85,631
John M. Fraser, Jr. $6,500 none none $46,766
Robert R. Glauber $6,500 none none $79,696
James F. Henry $6,500 none none $44,946
Rosalind Gersten Jacobs $6,500 none none $57,638
Irving Kristol $6,500 none none $44,946
Dr. Paul A Marks $6,500 none none $44,946
Dr. Martin Peretz $6,500 none none $44,946
Bert W. Wasserman $6,500 none none $40,720
____________________________________
<F1> Amount does not include reimbursed expenses for attending Board meeting, which amount to $______ for all Trustees as
a group.
<F2>Estimated amounts for current fiscal year ending December 31, 1995
</TABLE>
For so long as the Fund's plan described in the section
captioned "Shareholder
Services Plan" remains in effect, the Trustees of the Fund who
are not "interested
persons" of the Fund, as defined in the Act, will be selected and
nominated by the
Trustees who are not "interested persons" of the Fund.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief
Operating Officer of the Distributor and an officer of other
investment companies advised or administered by the Manager.
From December 1991 to July 1994, she was President
and Chief Compliance Officer of Funds Distributor, Inc., a
wholly-owned subsidiary of The Boston Company, Inc. Prior to
December 1991, she served as Vice President and
Controller, and later as Senior Vice President, of The Boston
Company Advisors, Inc. She is 37 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice
President and General Counsel of the Distributor and an officer
of other investment companies advised or administered by the
Manager. From February 1992 to July 1994, he served as Counsel
for The Boston Company Advisors, Inc. From August 1990 to
February 1992, he was employed as an Associate at Ropes & Gray,
and prior to August 1990, he was employed as an Associate at
Sidley & Austin. He is 30 years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior
Vice President of the Distributor and an officer of other
investment companies advised or administered by the Manager.
From 1988 to August 1994, he was Manager of the High Performance
Fabric Division of Springs Industries Inc. He is 33 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary.
Associate General Counsel of the Distributor and an officer of
other investment companies advised or administered by the
Manager. From September 1992 to August 1994, he was an
attorney with the Board of Governors of the Federal Reserve
System. He is 30 years old.
JOSEPH F. TOWER,III, Assistant Treasurer. Senior Vice President,
Treasurer and Chief Financial Officer of the Distributor and an
officer of other investment companies advised or administered by
the Manager. From July 1988 to August 1994, he was employed by
The Boston Company, Inc. where he held various management
positions in the Corporate Finance and Treasury areas. He is
32 years old.
JOHN J. PYBURN, Assistant Treasurer, Vice President of the
Distributor and an officer of other investment companies advised
or administered by the Manager. From 1984 to July 1994, he was
Assistant Vice President in the Mutual Fund Accounting
Department of the Manager. He is 59 years old.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President
of the Distributor and an officer of other investment companies
advised or administered by the Manager. From March 1992 to July
1994, she was a Compliance Officer for The Managers
Funds, a registered investment company. From March 1990 until
September 1991, she was Development Director of The Rockland
Center for the Arts and, prior thereto, was employed as a
Research Assistant for the Bureau of National
Affairs. She is 50 years old.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President of
the Distributor and an officer of other investment companies
advised or administered by the Manager. From January 1992 to
July 1994, he was a Senior Legal Product Manager, and, from
January 1990 to January 1992, he was a mutual fund accountant,
for The Boston Company Advisors, Inc. He is 28 years old.
The address of each officer of the Fund is 200 Park Avenue, New
York, New York 10166.
Trustees and officers of the Fund, as a group, owned less than
1% of the Fund's shares of beneficial interest outstanding on
February 10, 1995.
MANAGEMENT AGREEMENT
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE
SECTION IN THE FUND'S PROSPECTUS ENTITLED "MANAGEMENT OF THE
FUND."
The Manager provides management services pursuant to the
Management Agreement
(the "Agreement") dated August 24, 1994 with the Fund. As to
each series, the
Agreement is subject to annual approval by (i) the Fund's Board
of Trustees or (ii) vote
of a majority (as defined in the Act) of the outstanding voting
securities of such series,
provided that in either event the continuance also is approved by
a majority of the
Trustees who are not "interested persons" (as defined in the Act)
of the Fund or the
Manager, by vote cast in person at a meeting called for the
purpose of voting on such
approval. Shareholders approved the Agreement on August 2, 1994.
The Board of
Trustees, including a majority of the Trustees who are not
"interested persons" of any
party to the Agreement, last voted to renew the Agreement at a
meeting held on
March 13, 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 Act).
The following persons are officers and/or directors of the
Manager: Howard Stein,
Chairman of the Board and Chief Executive Officer; W. Keith
Smith, Vice Chairman of
the Board; Robert E. Riley, President, Chief Operating Officer
and a director; Lawrence
S. Kash, Vice Chairman--Distribution and a director; Philip L.
Toia, Vice Chairman--
Operations and Administration; Paul H. Snyder, Vice President and
Chief Financial
Officer; Daniel C. Maclean, Vice President and General Counsel;
Elie M. Genadry, Vice
President--Institutional Sales; Henry D. Gottmann, Vice
President--Retail Sales and
Service; Jeffrey N. Nachman, Vice President--Mutual Fund
Accounting; Diane M. Coffey,
Vice President--Corporate Communications; Barbara E. Casey, Vice
President--
Retirement Services; Katherine C. Wickham, Vice President--Human
Resources; Mark
N. Jacobs, Vice
President--Fund Legal and Compliance and Secretary; Maurice
Bendrihem, Controller;
and Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman,
Lawrence M. Greene, Julian M. Smerling and David B. Truman,
directors.
The Manager manages the Fund's portfolio of investments in
accordance with the
stated policies of the Fund, subject to the approval of the
Fund's Board of Trustees. The
Manager is responsible for investment decisions and provides the
Fund with portfolio
managers who are authorized by the Board to execute purchases and
sales of securities.
The Fund's portfolio managers are Robert P. Fort, Jr., Garitt
Kono and Patricia A.
Larkin. The Manager also maintains a research department with a
professional staff of
portfolio managers and securities analysts who provide research
services for the Fund as
well as for other funds advised by the Manager. All purchases
and sales of securities for
each series are reported for the Board's review at the meeting
subsequent to such transactions.
All expenses incurred in the operation of the Fund are borne by
the Fund, except to
the extent specifically assumed by the Manager. The expenses
borne by the Fund
include: taxes, interest, brokerage fees and commissions, if
any, fees of Board members
who are not officers, directors, employees, or holders of 5% or
more of the outstanding
voting securities of the Manager, Securities and Exchange
Commission fees, state Blue
Sky qualification fees, advisory fees, charges of registrars and
custodians, transfer and
dividend disbursing agents' fees, outside auditing and legal
expenses, costs of maintaining
the Fund's existence, all costs of insurance obtained other than
under a blanket policy
covering one or more other investment companies managed by the
Manager, costs
attributable to investor services (including, allocable telephone
and personnel expenses),
costs of shareholders' reports and meetings, costs of preparing
and printing prospectuses
for regulatory purposes and for distribution to existing
shareholders. Expenses
attributable to a particular series are charged against the
assets of that series; other
expenses of the Fund are allocated between the series on the
basis determined by the
Board members, including, but not limited to, proportionately in
relation to the net assets of each series.
The Manager maintains office facilities on behalf of the Fund,
and furnishes statistical
and research data, clerical help, accounting, data processing,
bookkeeping and internal
auditing services, 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.
As compensation for the Manager's 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, 1992, 1993 and
1994 amounted to
$1,962,361, $1,876,774 and $1,745,382, respectively. The
management fees paid by the
Government Securities Series to the Manager for the fiscal years
ended December 31,
1992, 1993 and 1994 amounted to $1,221,895, $844,481 and $581,006
respectively.
The Manager has agreed that if in any fiscal year the aggregate
expenses of the Fund,
exclusive of 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 value of the average net assets
of either series for the
year, the Fund may deduct from the management fees charged to the
series or the Manager will bear such excess amount.
The aggregate of the fees payable to the Manager is not subject
to reduction as the value of a series' net assets increases.
SHAREHOLDER SERVICES PLAN
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"SHAREHOLDER SERVICES PLAN."
The Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the
Fund reimburses Dreyfus Service Corporation, for certain
allocated expenses of providing
personal services and/or maintaining shareholder accounts. The
services provided may
include personal services relating to shareholder accounts, such
as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services
related 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
Trustees for their review.
In addition, the Plan provides that material amendments of the
Plan must be approved
by the Board of Trustees, and by the Trustees who are not
"interested persons" (as
defined in the Act) of the Fund and have no direct or indirect
financial interest in the
operation of the Plan by vote cast in person at a meeting called
for the purpose of
considering such amendments. The Plan is subject to annual
approval by such vote of
the Trustees cast in person at a meeting called for the purpose
of voting on the Plan.
The Plan is terminable at any time by vote of a majority of the
Trustees who are not
"interested persons" and have no direct or indirect financial
interest in the operation of the Plan.
The fees paid by the Money Market Series and the Government
Securities Series pursuant to the Plan for the fiscal year ended
December 31, 1994 amounted to $85,335 and $40,682, respectively.
PURCHASE OF FUND SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE
SECTION IN THE FUND'S PROSPECTUS ENTITLED "HOW TO BUY FUND
SHARES."
The Distributor. The Distributor serves as the Fund's
distributor pursuant to an
agreement which is renewable annually. The Distributor also acts
as distributor for the
other funds in the Dreyfus Family of Funds and for certain other
investment companies.
Using Federal Funds. The Shareholder Services Group, Inc., the
Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), or the Fund may
attempt to notify the
investor upon receipt of checks drawn on banks that are not
members of the Federal
Reserve System as to the possible delay in conversion into
Federal Funds and may
attempt to arrange for a better means of transmitting the money.
If the investor is a
customer of a securities dealer, bank or other financial
institution and his order to
purchase Fund shares is paid for other than in Federal Funds, the
securities dealer, bank
or other financial institution, acting on behalf of its customer,
will complete the
conversion into, or itself advance, Federal Funds generally on
the business day following
receipt of the customer order. The order is effective only when
so converted and
received by the Transfer Agent. An order for the purchase of
Fund shares placed by an
investor with a sufficient Federal Funds or cash balance in his
brokerage account with a
securities dealer, bank or other financial institution will
become effective on the day that
the order, including Federal Funds, is received by the Transfer
Agent.
Procedures for Multiple Accounts. The Transfer Agent will
provide each institution
with a written confirmation for each transaction in a
sub-account. Duplicate
confirmations may be transmitted to the beneficial owner of the
sub-account at no
additional charge. Upon receipt of funds for investment 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.
Transactions Through Securities Dealers. Fund shares may
be purchased and
redeemed through securities dealers who may charge a nominal
transaction fee for such
services. Some dealers will place the Fund's shares in an
account with their firm.
Dealers also may require that the customer not take physical
delivery of share
certificates; the customer not request redemption checks to be
issued in the customer's
name; fractional shares not be purchased; monthly income
distributions be taken in cash;
or other conditions. In some states, banks or other institutions
effecting transactions in
Fund shares may be required to register as dealers pursuant to
state law.
There is no sales or service charge by the Fund or the
Distributor although investment
dealers, banks and other financial institutions may make
reasonable charges to investors
for their services. The services provided and the applicable
fees are established by each
dealer or other institution acting independently of the Fund.
The Fund has been given
to understand that these fees may be charged for customer
services including, but not
limited to, same-day investment of client funds; same-day access
to client funds; advice to
customers about the status of their accounts, yield currently
being paid or income earned
to date; provision of periodic account statements showing
security and money market
positions; other services available from the dealer, bank or
other institution; and
assistance with inquiries related to their investment. Any such
fees will be deducted
monthly from the investor's account, which on smaller accounts
could constitute a
substantial portion of distributions. Small, inactive, long-term
accounts involving monthly
service charges may not be in the best interest of investors.
Investors should be aware
that they may purchase shares of the Fund directly from the Fund
without imposition of
any maintenance or service charges, other than those already
described herein.
Reopening an Account. An investor may reopen an account with a
minimum
investment of $100 without filing a new Account Application
during the calendar year the
account is closed or during the following calendar year, provided
the information on the
old Account Application is still applicable.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the
section in the Fund's Prospectus entitled "How to Redeem Fund
Shares."
Check Redemption Privilege. An investor may indicate on the
Account Application or
by later written request that the Fund provide Redemption Checks
("Checks") drawn on
the Fund's account. Checks will be sent only to the registered
owner(s) of the account
and only to the address of record. The Account Application or
later written request
must be manually signed by the registered owner(s). Checks may
be made payable to
the order of any person in an amount of $500 or more. When a
Check is presented to
the Transfer Agent for payment, the Transfer Agent, as the
investor's agent, will cause
the Fund to redeem a sufficient number of shares in the
investor's account to cover the
amount of the Check. Dividends are earned until the Check
clears. After clearance, a
copy of the Check will be returned to the investor. Shareholders
generally will be subject
to the same rules and regulations that apply to checking
accounts, although the election
of this Privilege creates only a shareholder-transfer agent
relationship with the Transfer Agent.
If the amount of the Check is greater than the value of the
shares in the investor's account, the Check will be returned
marked insufficient funds. Checks should not be
used to close an account.
Wire Redemption Privilege. By using this Privilege, the
investor authorizes the
Transfer Agent to act on wire or telephone redemption
instructions from any person
representing himself or herself to be the investor and reasonably
believed by the Transfer
Agent to be genuine. Ordinarily, the Fund will initiate payment
for shares redeemed
pursuant to this Privilege on the same business day if the
redemption request is received
by the Transfer Agent in proper form prior to 12:00 Noon, New
York time, on such day;
otherwise, the Fund will initiate payment on the next business
day. Redemption
proceeds will be transferred by Federal Reserve wire only to the
commercial bank
account specified by the investor on the Account Application or
Shareholder Services
Form. Redemption proceeds, if wired, must be in the amount of
$1,000 or more and will
be wired to the investor's account at the bank of record
designated in the investor's file
at the Transfer Agent, if the investor's bank is a member of the
Federal Reserve System,
or to a correspondent bank if the investor's bank is not a
member. Fees ordinarily are
imposed by such bank and usually are borne by the investor.
Immediate notification by
the correspondent bank to the investor's bank is necessary to
avoid a delay in crediting the funds to the investor's bank
account.
Investors with access to telegraphic equipment may wire
redemption requests to the
Transfer Agent by employing the following transmittal code which
may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic
equipment may have the
wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free.
Investors should advise the operator that the above transmittal
code must be used and
should also inform the operator of the Transfer Agent's answer
back sign.
To change the commercial bank or account designated to
receive redemption
proceeds, a written request must be sent to the Transfer Agent.
This request must be
signed by each shareholder, with each signature guaranteed as
described below under "Share Certificates; Signatures."
Share 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 holder of a
joint account, and each
signature must be guaranteed. Signatures on endorsed
certificates submitted for
redemption also must be guaranteed. The Transfer Agent has
adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be
accepted from domestic banks, brokers, dealers, credit unions,
national securities
exchanges, registered securities associations, clearing agencies
and savings associations, as
well as from participants in the New York Stock Exchange
Medallion Program, the
Securities Transfer Agents Medallion Program ("STAMP") and the
Stock Exchanges
Medallion Program. Guarantees must be signed by an authorized
signatory of the
guarantor and "Signature-Guaranteed" must appear with the
signature. The Transfer
Agent may request additional documentation from corporations,
executors,
administrators, trustees or guardians, and may accept other
suitable verification
arrangements from foreign investors, such as consular
verification. For more information
with respect to signature-guarantees, please call one of the
telephone numbers listed on the cover.
Redemption Commitment. The Fund has committed itself to
pay in cash all
redemption requests by any shareholder of record, limited in
amount during any 90-day
period to the lesser of $250,000 or 1% of the value of the
relevant series' net assets at
the beginning of such period. Such commitment is irrevocable
without the prior approval
of the Securities and Exchange Commission. In the case of
requests for redemption in
excess of such amount, the Board of Trustees 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 THE FUND'S 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 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.
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
portfolios manages of the
Fund in their best judgment. The primary consideration is prompt
and effective
execution of orders at the most favorable price. Subject to that
primary consideration,
dealers may be selected for research, statistical or other
services to enable the Manager
to supplement its own research and analysis with the views and
information of other
securities firms. Securities transactions are not directed to
securities firms in
consideration of sales of Fund shares or of shares of other funds
advised by the Manager.
Research services furnished by brokers through which the
Fund effects securities
transactions may be used by the Manager in advising other funds
it advises and,
conversely, research services furnished to the Manager by brokers
in connection with
other funds the Manager advises may be used by the Manager in
advising the Fund.
Although it is not possible to place a dollar value on these
services, it is the opinion of
the Manager that the receipt and study of such services should
not reduce the overall expenses of its research department.
DETERMINATION OF NET ASSET VALUE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"HOW TO BUY FUND SHARES."
Amortized Cost Pricing. The valuation of the Fund's
portfolio securities is based
upon their amortized cost which does not take into account
unrealized gains or losses.
This involves valuing an instrument at its cost and thereafter
assuming a constant
amortization to maturity of any discount or premium, regardless
of the impact of
fluctuating interest rates on the market value of the instrument.
While this method
provides certainty in valuation, it may result in periods during
which value, as determined
by amortized cost, is higher or lower than the price the Fund
would receive if it sold the instrument.
The Board of Trustees has established, as a particular
responsibility within the
overall duty of care owed to the Fund's investors, procedures
reasonably designed to
stabilize the Fund's price per share as computed for the purpose
of sales and
redemptions at $1.00. Such procedures include review of the
Fund's portfolio holdings by
the Board of Trustees, at such intervals as it may deem
appropriate, to determine
whether the Fund's net asset value calculated by using available
market quotations or
market equivalents deviates from $1.00 per share based on
amortized cost. In such
review, investments for which market quotations are readily
available will be valued at
the most recent bid price or yield equivalent for such securities
or for securities of
comparable maturity, quality and type, as obtained from one or
more of the major
market makers for the securities to be valued. Other investments
and assets will be
valued at fair value as determined in good faith by the Board of
Trustees.
The extent of any deviation between the Fund's net asset
value based upon
available market quotations or market equivalents and $1.00 per
share based on
amortized cost will be examined by the Board of Trustees. If
such deviation exceeds 1/2
of 1%, the Board of Trustees will consider promptly what action,
if any, will be initiated.
In the event the Board of Trustees 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 THE FUND'S PROSPECTUS ENTITLED "YIELD INFORMATION."
For the seven-day period ended December 31, 1994, the Money
Market Series'
yield was 5.03% and its effective yield was 5.16%. For the
seven-day period ended
December 31, 1994, the Government Securities Series' yield was
4.84% and its effective
yield was 4.96%. See "Management of the Fund" in the Prospectus.
Yield is computed
in accordance with a standardized method which involves
determining the net change in
the value of a hypothetical pre-existing Fund account having a
balance of one share at
the beginning of a seven calendar day period for which yield is
to be quoted, dividing the
net change by the value of the account at the beginning of the
period to obtain the base
period return, and annualizing the results (i.e., multiplying the
base period return by
365/7). The net change in the value of the account reflects the
value of additional shares
purchased with dividends declared on the original share and any
such additional shares
and fees that may be charged to shareholder accounts, in
proportion to the length of the
base period and the Fund's average account size, but does not
include realized gains and
losses or unrealized appreciation and depreciation. Effective
yield is computed by adding
1 to the base period return (calculated as described above),
raising that sum to a power
equal to 365 divided by 7, and subtracting 1 from the result.
Yields will fluctuate and are not necessarily
representative of future results.
Investors should remember that yield is a function of the type
and quality of the
instruments in the portfolio, portfolio maturity and operating
expenses. An investor's
principal in the Fund is not guaranteed. See "Determination of
Net Asset Value" for a
discussion of the manner in which the Fund's price per share is
determined.
INFORMATION ABOUT THE FUND
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE
SECTION IN THE FUND'S 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 preemptive,
subscription, or conversion rights and are freely transferable.
The Fund sends annual and semi-annual financial statements
to all its shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 90 Washington Street, New York, New
York 10286, acts
as custodian. First Interstate Bank of California, 707 Wilshire
Boulevard, Los Angeles,
California 90017, serves as a sub-custodian of the Fund's
investments. The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation,
P.O. Box 9671, Providence,
Rhode Island 02940-9671, is the Fund's transfer and dividend
disbursing agent. The
Bank of New York, First Interstate Bank of California and The
Shareholder Services
Group, Inc. have no part in determining the investment policies
of the Fund or which
securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New
York
10004-2696, as counsel for the Fund, has rendered its opinion as
to certain legal matters
regarding the due authorization and valid issuance of the shares
of beneficial interest being sold pursuant to the Fund's
Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York
10019,
independent auditors, have been selected as auditors of the Fund.
<PAGE>
APPENDIX
Description of the two highest commercial paper, bond and
other short- and long-term rating categories assigned by Standard
& Poor's Corporation ("S&P), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff &
Phelps Credit Rating Co. ("Duff"), IBCA Limited and IBCA Inc.
("IBCA") and Thomson BankWatch, Inc. ("BankWatch"):
Commercial Paper and Short-Term Ratings
The designation A-1 by S&P indicates that the degree of
safety regarding timely payment is either overwhelming or very
strong. Capacity for timely payment on issues with An A-2
designation is strong. However, the relative degree of safety is
not as high as for issues designated A-1. Those issues
determined to possess overwhelming safety characteristics are
denoted with a plus sign (+) designation.
The rating Prime-1 (P-1) is the highest commercial paper
rating assigned by Moody's. Issuers of P-1 paper must have a
superior capacity for repayment of short-term promissory
obligations, and ordinarily will be evidenced by leading market
positions in well established industries, high rates of return on
funds employed, conservative capitalization structures with
moderate reliance on debt and ample assets protection, broad
margins in earnings covering 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 rates 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 rates 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 as 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 obligations 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 graduations 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 dy 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
assign, in the case of foreign banks, a country rating which
represents a assessment of the overall political and economic
stability of the country in which the bank is domiciled.
<PAGE>
<TABLE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND, MONEY MARKET SERIES
Statement of Investments December 31, 1994
<CAPTION>
Negotiable Bank Certificates of Deposit-2.7% Principal
Amount Value
____________ ______
<S> <C> <C>
Harris Trust & Savings Bank (London)
5.90%, 2/14/95
(cost $9,997.499) $ 10,000,000 $ 9,997,499
Commercial Paper-45.0%
Ford Motor Credit Co.
5.90%-49% 2/21/95-4/11/95 $ 15,000,000 $ 14,789,300
General Electric Capital Corp.
6.00%, 3/28/95 15,000,000 14,789,300
General Motors Acceptance Corp.
5.47%-6.07%, 1/17/95-3/22/95 15,000,000 14,909,889
Generale Bank Inc.
5.23%, 1/12/95 7,000,000 6,989,006
Goldman Sachs Group L.P.
5.12%, 1/5/95 10,000,000 9,994,411
ITT Corp.
5.83%, 1/13/95 15,000,000 14,971,100
ITT Financial Corp.
5.47%-6.13%, 1/17/95-4/3/95 15,000,000 14,899,333
Morgan Stanley Group Inc.
6.26%, 1/5/95 14,000,000 13,990,278
NYNEX Corp.
5.12%, 1/10/95 5,000,000 4,993,712
Paine Webber Group Inc.
5.25%, 1/3/95 13,000,000 12,996,280
Sears Roebuck Acceptance Corp.
5.56%-6.04%, 1/13/95-2/27/95 15,000,000 14,896,650
SwedBank Inc.
6.04%, 3/24/95 10,000,000 9,865,156
UBS Finance (Delaware) Inc.
6.25%, 1/3/95 15,000,000 14,994,792
____________
TOTAL COMMERCIAL PAPER
(cost $163,119,263) $163,119,263
============
Bank Notes-5.0%
FCC National Bank Delaware
5.82%, 3/14/95(a) $ 10,000,000 $ 9,999,008
Huntington National Bank
4.92%, 1/20/95 4,000,000 3,996,856
Society National Bank
5.08%, 1/20/95 4,000,000 3,996,788
------------
TOTAL BANK NOTES
(cost $17,992,652) $ 17,992,652
============
Corporate Notes-4.1%
Pepsico Inc.
3.57%, 2/3/95
(cost $14,999,118) $ 15,000,000 $ 14,999,118
============
U.S. Government Agency-2.8%
Federal National Mortgage Association, Consolidated
Systemwide, Floating Rate Bonds(a)
5.97%, 2/14/97
(cost $10,000,000) $ 10,000,000 $ 10,000,000
============
Time Deposits-12.5%
Chase Manhattan Bank (London)
5.75%, 1/3/95 $ 15,000,000 $ 15,000,000
Chemical Bank (London)
6.00%, 1/3/95 15,000,000 15,000,000
Republic National Bank of New York (London)
5.00%, 1/3/95 15,340,000 15,340,000
-----------
TOTAL TIME DEPOSITS
(cost $45,340,000) $ 45,340,000
============
Repurchase Agreements-28.1%
Barclays de Zoete Wedd Securities Inc.
4.00%, dated 12/30/94, due 1/3/95 in the amount of
$5,002,222 (fully collateralized by $5,062,000 U.S.
Treasury Notes 4.625% due 8/15/95, value $5,080,518) $ 5,000,000 $ 5,000,000
Daiwa Securities America Inc.
5.70%, dated 12/30/94, due 1/3/95 in the amount of
$17,010,767 (fully collateralized by $17,020,000 U.S.
Treasury Notes 3.875% due 2/28/95, value $17,205,187) 17,000,000 17,000,000
Eastbridge Capital Inc.
6.00%, dated 12/30/94, due 1/3/95 in the amount of
$40,026,667 (fully collateralized by $42,355,000 U.S.
Treasury Bills due 6/1/95, value $41,246,146) 40,000,000 40,000,000
Yamaichi International America, Inc.
6.10%, dated 12/30/94, due 1/3/95 in the amount of
$40,027,111 (fully collateralized by $40,670,000 U.S.
Treasury Notes 4.125% due 5/31/95, value $40,445,421) 40,000,000 40,000,000
-----------
TOTAL REPURCHASE AGREEMENTS
(cost $102,000,000) $102,000,000
============
TOTAL INVESTMENTS
(cost $363,448,532) 100.2% $363,448,532
====== ============
LIABILITIES, LESS CASH AND RECEIVABLES (.2%) $ (623,187)
====== ============
NET ASSETS 100.0% $362,825,345
===== ============
Notes to Statement of Investments:
(a) Variable interest rate-subject to periodic change.
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND, Government Securities Series
STATEMENT OF INVESTMENTS DECEMBER 31, 1994
<CAPTION>
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. TREASURY BILLS--16.3% PURCHASE AMOUNT VALUE
-------------- ------------ -------
<S> <C> <C> <C>
3/16/95................................................. 5.03% $ 10,000,000 $ 9,899,175
5/25/95................................................. 6.00 10,000,000 9,767,200
------------
TOTAL U.S. TREASURY BILLS
(cost $19,666,375)......................................... $ 19,666,375
============
U.S. TREASURY NOTES--39.0%
3.875%, 2/28/95
(cost $46,873,993)...................................... 5.46% $ 47,000,000 $ 46,873,993
============
REPURCHASE AGREEMENTS--35.4%
Daiwa Securities America Inc.
dated 12/30/94, due 1/3/95 in the amount of $14,009,100
(fully collateralized by $14,260,000 U.S. Treasury
Notes 3.875% due 8/31/95, value $14,170,063)............ 5.85% $ 14,000,000 $ 14,000,000
Eastbridge Capital Inc.
dated 12/30/94, due 1/3/95 in the amount of $12,008,333
(fully collateralized by $12,710,000 U.S. Treasury
Bills due 6/1/95, value $12,377,257)..................... 6.25 12,000,000 12,000,000
First Interstate Bank of California
dated 12/30/94, due 1/3/95 in the amount of $4,542,774
(fully collateralized by $4,451,000 U.S. Treasury
Notes 11.25% due 5/15/95, value $4,596,672)................ 5.50 4,540,000 4,540,000
Yamaichi International (America) Inc.
dated 12/30/94, due 1/3/95 in the amount of $12,008,200
(fully collateralized by $12,090,000 U.S. Treasury
Notes 4.25% due 7/31/95, value $12,134,023)................ 6.15 12,000,000 12,000,000
------------
TOTAL REPURCHASE AGREEMENTS
(cost $42,540,000)......................................... $ 42,540,000
============
TOTAL INVESTMENTS (cost $109,080,368).............. 90.7% $109,080,368
===== =============
CASH AND RECEIVABLES (NET)......................... 9.3% $ 11,200,789
===== =============
NET ASSETS .................................. 100.0% $120,281,157
===== =============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1994
<CAPTION>
MONEY GOVERNMENT
MARKET SECURITIES
SERIES SERIES
-------------- --------------
<S> <C> <C>
ASSETS:
Investments in securities, at value (including repurchase agreements
of $102,000,000 and $42,540,000 for the Money Market Series
and the Government Securities Series, respectively)_Note 2(a,b)....... $363,448,532 $109,080,368
Cash.................................................................... -- 438,205
Interest receivable..................................................... 543,242 861,831
Receivable for investment securities sold............................... -- 9,999,747
Prepaid expenses........................................................ 27,000 3,976
-------------- -------------
364,018,774 120,384,127
-------------- -------------
LIABILITIES:
Due to The Dreyfus Corporation.......................................... 138,975 50,604
Due to Custodian........................................................ 942,996 --
Accrued expenses........................................................ 111,458 52,366
-------------- -------------
1,193,429 102,970
-------------- -------------
NET ASSETS ..................................................... $362,825,345 $120,281,157
============= ============
REPRESENTED BY:
Paid-in capital......................................................... $363,072,278 $120,403,833
Accumulated net realized (loss) on investments.......................... (246,933) (122,676)
-------------- -------------
NET ASSETS at value applicable to 363,072,278 and 120,403,833 shares
outstanding (unlimited number of $.001 par value shares of
Beneficial Interest authorized)......................................... $362,825,345 $120,281,157
============= ============
NET ASSET VALUE, offering and redemption price per share:
Money Market Series
($362,825,345 / 363,072,278 shares)................................... $1.00
=====
Government Securities Series
($120,281,157 / 120,403,833 shares)................................... $1.00
=====
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994
<CAPTION>
MONEY GOVERNMENT
MARKET SECURITIES
SERIES SERIES
------------- ------------
<S> <C> <C>
INVESTMENT INCOME:
INTEREST INCOME......................................................... $14,736,847 $4,742,616
------------- ------------
EXPENSES--Note 2(c):
Management fee-Note 3(a).............................................. $ 1,745,382 $ 581,006
Shareholder servicing costs-Note 3(b)................................. 230,576 80,433
Custodian fees........................................................ 87,988 80,782
Professional fees..................................................... 52,649 24,377
Trustees' fees and expenses-Note 3(c)................................. 38,108 14,788
Registration fees..................................................... 30,159 7,432
Prospectus and shareholders' reports.................................. 9,410 3,979
Miscellaneous......................................................... 13,946 3,362
------------- ------------
TOTAL EXPENSES.................................................... 2,208,218 796,159
------------- ------------
INVESTMENT INCOME--NET...................................................... 12,528,629 3,946,457
NET REALIZED GAIN (LOSS) ON INVESTMENTS--Note 2(b).......................... (11,498) 8,900
------------- ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $12,517,131 $3,955,357
=========== ===========
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND
STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
MONEY MARKET SERIES GOVERNMENT SECURITIES SERIES
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
----------------------------- -------------------------------
1993 1994 1993 1994
-------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
OPERATIONS:
Investment income_net.................. $ 10,211,576 $ 12,528,629 $ 4,408,137 $ 3,946,457
Net realized gain (loss) on investments 7,405 (11,498) 13,181 8,900
-------------- -------------- ------------- -------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS........ 10,218,981 12,517,131 4,421,318 3,955,357
-------------- -------------- ------------- -------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income_net.................. (10,211,576) (12,528,629) (4,408,137) (3,946,457)
-------------- -------------- ------------- -------------
BENEFICIAL INTEREST TRANSACTIONS
($1.00 per share):
Net proceeds from shares sold.......... 5,849,191,027 3,974,164,559 695,721,400 451,323,605
Dividends reinvested................... 2,014,356 2,001,825 879,189 1,142,313
Cost of shares redeemed................ (5,826,609,515) (3,967,506,908) (754,181,180) $(466,767,213)
-------------- -------------- ------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM
BENEFICIAL INTEREST TRANSACTIONS. 24,595,868 8,659,476 (57,580,591) (14,301,295)
-------------- -------------- ------------- -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 24,603,273 8,647,978 (57,567,410) (14,292,395)
NET ASSETS:
Beginning of year...................... 329,574,094 354,177,367 192,140,962 134,573,552
-------------- -------------- ------------- -------------
End of year............................ $ 354,177,367 $ 362,825,345 $ 134,573,552 $ 120,281,157
=============== =============== ============= =============
See notes to financial statements.
</TABLE>
<PAGE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND, Money Market Series
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Fund's Prospectus dated
May 1, 1995.
See notes to financial statements.
<PAGE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND, Government Securities
Series
Reference is made to page 3 of the Fund's Prospectus dated May 1, 1995.
See notes to Financial Statements.
DREYFUS INSTITUTIONAL MONEY MARKET FUND
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 Beneficial Interest: the
Money Market
Series and the Government Securities Series. The Fund accounts
separately for
the assets, liabilities and operations of each series. Dreyfus
Service
Corporation, a wholly-owned subsidiary of The Dreyfus Corporation
("Manager"), until August 24, 1994, acted as the exclusive
distributor of the
Fund's shares, which are sold to the public without a sales
charge. Effective
August 24, 1994, the Manager became a direct subsidiary of Mellon
Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The
Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a
wholly-owned
subsidiary of Institutional Administration Services, Inc., a
provider of
mutual fund administration services, the parent company of which
is Boston Institutional Group, Inc.
It is the Fund's policy to maintain a continuous net asset
value per
share of $1.00 for each series; the Fund has adopted certain
investment,
portfolio valuation and dividend and distribution policies to
enable it to do
so. There is no assurance, however, that the Fund will be able to
maintain a stable net asset value of $1.00.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES:
(A) PORTFOLIO VALUATION: Investments are valued at amortized
cost, which has been determined by the Fund's Board of Trustees
to represent the fair value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain
and loss from
securities transactions are recorded on the identified cost
basis. Interest
income is recognized on the accrual basis. Cost of investments
represents amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Fund's Manager,
subject to the
seller's agreement to repurchase and the Fund's agreement to
resell such
securities at a mutually agreed upon price. Securities purchased
subject to
repurchase agreements are deposited with the Fund's custodians
and, pursuant
to the terms of the repurchase agreement, must have an aggregate
market value
greater than or equal to the repurchase price plus accrued
interest at all
times. If the value of the underlying securities falls below the
value of the
repurchase price plus accrued interest, the Fund will require the
seller to
deposit additional collateral by the next business day. If the
request for
additional collateral is not met, or the seller defaults on its
repurchase
obligation, the Fund maintains the right to sell the underlying
securities at
market value and may claim any resulting loss against the seller.
(C) EXPENSES: Expenses directly attributable to each series
are charged
to that series' operations; expenses which are applicable to both
series are allocated among them on a pro rata basis.
(D) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund,
with respect
to both series, to declare dividends from investment income-net
on each
business day; such dividends are paid monthly. Dividends from net
realized
capital gain, with respect to both series, are normally declared
and paid
annually, but each series may make distributions on a more
frequent basis to
comply with the distribution requirements of the Internal Revenue
Code.
However, to the extent that a net realized capital gain of either
series can
be reduced by a capital loss carryover of that series, such gain
will not be distributed.
DREYFUS INSTITUTIONAL MONEY MARKET FUND
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.
The Money Market Series has an unused capital loss carryover
of
approximately $247,000 available for Federal income tax purposes
to be
applied against future net securities profits, if any, realized
subsequent to
December 31, 1994. If not applied, $155,000 of the carryover
expires in 1995,
$80,000 expires in 1996 and $12,000 expires in 2002.
The Government Securities Series has an unused capital loss
carryover of
approximately $123,000 available for Federal income tax purposes
to be
applied against future net securities profits, if any, realized
subsequent to
December 31, 1994. If not applied, $35,000 of the carryover
expires in 1995,
$24,000 expires in 1996 and $64,000 expires in 1997.
At December 31, 1994, the cost of investments of each series
for Federal
income tax purposes was substantially the same as the cost for
financial
reporting purposes (see the Statement of Investments).
NOTE 3--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee for each series is computed at the
annual rate of 1/2 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 the
expense limitation of any state having jurisdiction over the Fund
for any
full year. The most stringent state expense limitation applicable
to each
series presently requires reimbursement of expenses in any full
year that
such expenses (exclusive of distribution expenses and certain
expenses as
described above) exceed 2 1/2% of the first $30 million, 2% of
the next $70
million and 1 1/2% of the excess over $100 million of the average
value of
each series' net assets in accordance with California "blue sky"
regulations.
No expense reimbursement was required pursuant to the Agreement
for the year ended December 31, 1994.
(B) Pursuant to the Fund's Shareholder Services Plan, each
series
reimburses Dreyfus Service Corporation an amount not to exceed an
annual rate
of .25 of 1% of the value of a series' average daily net assets
for servicing
shareholder accounts. The services provided may include personal
services
relating to shareholder accounts, such as answering shareholder
inquiries
regarding the Fund and providing reports and other information,
and services
related to the maintenance of shareholder accounts. During the
year ended
December 31, 1994, the Money Market Series and the Government
Securities
Series were charged an aggregate of $85,335 and $40,682,
respectively, pursuant to the Shareholder Services Plan.
(C) Prior to August 24, 1994, certain officers and trustees
of the Fund
were "affiliated persons," as defined in the Act, of the Manager
and/or
Dreyfus Service Corporation. Each trustee who is not an
"affiliated person"
receives from the Fund an annual fee of $4,500 and an attendance
fee of $500 per meeting.
<PAGE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS INSTITUTIONAL MONEY MARKET FUND
We have audited the accompanying statement of assets and
liabilities,
including the statements of investments, of Dreyfus Institutional
Money
Market Fund (comprising, respectively, the Money Market Series
and the
Government Securities Series) as of December 31, 1994, and the
related
statement of operations for the year then ended, the statement of
changes in
net assets for each of the two years in the period then ended,
and financial
highlights for each of the years indicated therein. These
financial statements
and financial highlights are the responsibility of the Fund's
management.
Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted
auditing
standards. Those standards require that we plan and perform the
audit to
obtain reasonable assurance about whether the financial
statements and
financial highlights are free of material misstatement. An audit
includes
examining, on a test basis, evidence supporting the amounts and
disclosures
in the financial statements. Our procedures included confirmation
of
securities owned as of December 31, 1994 by correspondence with
the custodians
and others. An audit also includes assessing the accounting
principles used
and significant estimates made by management, as well as
evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial
highlights
referred to above present fairly, in all material respects, the
financial
position of each of the respective series constituting the
Dreyfus
Institutional Money Market Fund at December 31, 1994, the results
of their
operations for the year then ended, the changes in their net
assets for each
of the two years in the period then ended, and the financial
highlights for
each of the indicated years, in conformity with generally
accepted accounting principles.
Ernst & Young L.L.P.
New York, New York
February 2, 1995
<PAGE>
DREYFUS INSTITUTIONAL MONEY MARKET FUND
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for each of the
ten years in the period ended December 31, 1994.
Included in Part B of the Registration Statement:
Statement of Investments--December 31, 1994.
Statement of Assets and Liabilities--December
31, 1994.
Statement of Operations--year ended December
31, 1994.
Statement of Changes in Net Assets--for each
of the two years in the period ended December
31, 1994.
Notes to Financial Statements
Report of Ernst & Young LLP, Independent
Auditors, dated February 2, 1995.
All schedules and other financial statement information, for
which provision is made in the applicable accounting regulations
of the Securities and Exchange Commission, are either omitted
because they are not required under the related instructions,
they are inapplicable, or the required information is presented
in the financial statements or notes thereto which are included
in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Articles of Incorporation, Articles of
Amendment and Articles of Supplementary are
incorporated by reference to Exhibit (1) of Pre-
Effective Amendment No. 22 to the Registration
Statement on Form N-1A, filed on April 30, 1982.
(2) Registrant's By-Laws are incorporated by reference to
Exhibit (2) of Post-Effective Amendment No. 38 to the
Registration Statement on Form N-1A, filed on April 26,
1990.
(4) Specimen certificate for the Registrant's securities is
incorporated by reference to Exhibit (1)(c) and (2) of
Pre-Effective Amendment No. 3 to the Registration
Statement on Form S-5, filed on April 24, 1975.
(5) Management Agreement.
(6) Distribution Agreement.
(8)(a) Amended and Restated Custody Agreement is incorporated
by reference to Exhibit 8(a) of Post-Effective
Amendment No. 38 to the Registration Statement on Form
N-1A, filed on April 26, 1990.
(8)(b) Sub-Custodian Agreement, as amended, is incorporated by
reference to Exhibit 8(b) of Post-Effective Amendment
No. 32 to the Registration Statement on Form N-1A,
filed on April 17, 1987.
(9) Shareholder Services Plan, as revised.
(10) Opinion and consent of Registrant's counsel is
incorporated by reference to Exhibit (3) of Pre-
Effective Amendment No. 3 to the Registration Statement
on Form S-5, filed on April 24, 1975.
(11) Consent of Independent Auditors.
(16) Schedules of Computation of Performance Data are
incorporated by reference to Exhibit (16) of Post-
Effective Amendment No. 23 to the Registration
Statement on Form N-1A, filed on March 29, 1994.
<PAGE>
Item 25. Persons Controlled by or under Common Control with
Registrant.
_______
______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of February 10, 1995
______________ _____________________________
Money Market Series 2,554
Beneficial Interest
(Par value $.001)
Government Securities Series 841
Beneficial Interest
(Par value $.001)
Item 27. Indemnification
_______ _______________
Reference is made to Article EIGHTH of the Registrant's
Agreement and Declaration of Trust filed as Exhibit (1)
hereto, incorporated herein by reference. The
application of these provisions is limited by Article 10
of the Registrant's By-Laws filed as Exhibit (2) hereto,
incorporated herein by reference, and by the following
undertaking set forth in the rules promulgated by the
Securities and Exchange Commission:
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
trustees, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in such Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or
paid by a trustee, officer or controlling person of
the registrant in the successful defense of any
action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection
with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in such Act and will be governed
by the final adjudication of such issue. Reference
is also made to the Distribution Agreement filed
herewith as Exhibit (6).
<PAGE>
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary
companies comprise a financial service organization
whose business consists primarily of providing
investment management services as the investment
adviser, manager and distributor for sponsored
investment companies registered under the Investment
Company Act of 1940 and as an investment adviser to
institutional and individual accounts. Dreyfus also
serves as sub-investment adviser to and/or
administrator of other investment companies. Dreyfus
Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-
dealer of shares of investment companies sponsored by
Dreyfus and of other investment companies for which
Dreyfus acts as investment adviser, sub-investment
adviser or administrator. Dreyfus Management, Inc.,
another wholly-owned subsidiary, provides investment
management services to various pension plans,
institutions and individuals.
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
(continued)
________
________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private
investor
Director 29100 Northwestern Highway,
Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of
Trustees of
Skillman Foundation.
Member of The Board of Vintners
Intl.
FRANK V. CAHOUET Chairman of the Board, President
and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Avery Dennison Corporation
150 North Orange Grove
Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania
19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read &
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
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
DAVID B. TRUMAN Former Director:
(cont'd) Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition
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
One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
ROBERT E. RILEY Director:
President, Chief Dreyfus Service Corporation
Operating Officer,
and a Director
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors,
Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and
Director:
Dreyfus Service Organization,
Inc.*;
Director:
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company++'
Dreyfus Service Corporation*;
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Boston Group Holdings, Inc.
Executive Vice President
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
PHILIP L. TOIA Chairman of the Board and Trust
Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company+++;
Chairman of the Board and Chief
Executive
Officer:
Major Trading Corporation*;
Director:
The Dreyfus Security Savings
Bank F.S.B.+;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition
Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management,
Inc.*;
Dreyfus Partnership
Management, Inc.+;
Dreyfus Service Organization*;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A.
and
The Chase Manhattan Capital
Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
PAUL H. SNYDER Director:
Vice President-Finance Pennsylvania Economy League
and Chief Financial Philadelphia, Pennsylvania;
Officer Children's Crisis Treatment
Center
Philadelphia, Pennsylvania;
Dreyfus Service Corporation*
Director and Vice President:
Financial Executives
Institute,
Philadelphia Chapter
Philadelphia, Pennsylvania
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services
Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust
Co.
One Boston Place
Boston, Massachusetts 02108;
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services
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++;
HENRY D. GOTTMANN Executive Vice President:
Vice President-Retail Dreyfus Service Corporation*;
Sales and Service Vice President:
Dreyfus Precious Metals*;
DANIEL C. MACLEAN Director, Vice President and
Secretary:
Vice President and General Dreyfus Precious Metals,
Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
Director and Secretary:
Dreyfus Partnership
Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*;
JEFFREY N. NACHMAN None
Vice President-Mutual Fund
Accounting
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President- Department of Parks and Recreation
of the
Human Resources City of New York
830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership
Management, Inc.*;
Dreyfus Service Organization,
Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition
Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit
Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial
Planning,
Administration and Tax:
Showtime/The Movie Channel,
Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President, Secretary and
Director:
Vice President-Fund Lion Management, Inc.*;
Legal and Compliance, Secretary:
and Secretary The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization,
Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill
Road, Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway,
New York, New York 10006.
**** The address of the business so indicated is Five Triad
Center, Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium
Building, 80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One
Rockefeller Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard
Royal, Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama
Islands.
<PAGE>
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's
principal underwriter (exclusive distributor) acts as principal
underwriter or exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond
Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond
Fund
16) Dreyfus Connecticut Municipal Money Market Fund,
Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond
Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus Michigan Municipal Money Market Fund, Inc.
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond
Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund,
Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond
Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) Dreyfus Short-Term Income Fund, Inc.
66) The Dreyfus Socially Responsible Growth Fund, Inc.
67) Dreyfus Strategic Growth, L.P.
68) Dreyfus Strategic Income
69) Dreyfus Strategic Investing
70) Dreyfus Tax Exempt Cash Management
71) Dreyfus Treasury Cash Management
72) Dreyfus Treasury Prime Cash Management
73) Dreyfus Variable Investment Fund
74) Dreyfus-Wilshire Target Funds, Inc.
75) Dreyfus Worldwide Dollar Money Market Fund, Inc.
76) First Prairie Cash Management
77) First Prairie Diversified Asset Fund
78) First Prairie Money Market Fund
79) First Prairie Municipal Money Market Fund
80) First Prairie Tax Exempt Bond Fund, Inc.
81) First Prairie U.S. Government Income Fund
82) First Prairie U.S. Treasury Securities Cash
Management
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Fund,
Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Fund, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
91) Pacific American Fund
92) Peoples Index Fund, Inc.
93) Peoples S&P MidCap Index Fund, Inc.
94) Premier Insured Municipal Bond Fund
95) Premier California Municipal Bond Fund
96) Premier GNMA Fund
97) Premier Growth Fund, Inc.
98) Premier Municipal Bond Fund
99) Premier New York Municipal Bond Fund
100) Premier State Municipal Bond Fund
<PAGE>
<TABLE>
(b)
<CAPTION>
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
<S> <C> <C>
Marie E. Connolly Director, President, Chief President and
Operating Officer and Treasurer
Compliance Officer
Joseph F. Tower, III Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier Senior Vice President, Secretary Vice President
and Clerk, General Counsel 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
Leslie M. Gaynor Assistant Treasurer None
Mary Nelson Assistant Treasurer None
John J. Pyburn Vice President Assistant
Treasurer
Lynn H. Johnson Vice President None
Jean M. O'Leary Assistant Secretary None
and Assistant Clerk
Ruth D. Leibert Assistant Vice President Assistant
Secretary
Paul D. Furcinito Assistant Vice President Assistant
Secretary
Paul Prescott Assistant Vice President None
John W. Gomez Director None
William J. Nutt Director None
</TABLE>
<PAGE>
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of
voting upon the question of removal of a trustee or trustees when
requested in writing to do so by the holders of at
least 10% of the Registrant's outstanding shares of beneficial
interest and in connection with such meeting to
comply with the provisions of Section 16(c) of the Investment
Company
Act of 1940 relating to shareholder communications.
<PAGE>
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933
and the
Investment Company Act of 1940, the Registrant has duly caused
this Amendment
to the Registration Statement to be signed on its behalf by the
undersigned,
thereunto duly authorized, in the City of New York, and State of
New York on the 27th day of February, 1995.
DREYFUS INSTITUTIONAL MONEY MARKET FUND
BY: /s/Marie E. Connolly*
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933
this Amendment to the Registration Statement has been signed
below
by the following persons in the capacities and on the date
indicated.
Signatures Title Date
__________________________ ______________________ __________
/s/ Marie E. Connolly* President, Chief Operating, 2/27/95
and Compliance Officer
Marie E. Connolly (Principal Executive Officer)
/s/Joseph F. Tower* Treasurer and Chief Financial 2/27/94
Officer (Principal Financial
Joseph F. Tower and Accounting Officer)
/s/David P. Feldman* Trustee 2/27/94
David P. Feldman
/s/John M. Fraser, Jr.* Trustee 2/27/94
John M. Fraser, Jr.
/s/Robert R. Glauber* Trustee 2/27/94
Robert R. Glauber
/s/James F. Henry* Trustee 2/27/94
James F. Henry
/s/Rosalind Gersten Jacobs* Trustee 2/27/94
Rosalind Gersten Jacobs
/s/Irving S. Kristol* Trustee 2/27/94
Irving S. Kristol
/s/Paul A. Marks* Trustee 2/27/94
Paul A. Marks
/s/Martin Peretz* Trustee 2/27/94
Martin Peretz
/s/Bert W. Wasserman Trustee 2/27/94
Bert W. Wasserman*
*BY
Ruth D. Leibert,
Attorney-in-Fact
INDEX OF EXHIBITS
Page
(5) Management Agreement
(6) Distribution Agreement
(9) Shareholder Services Plan
(11) Consent of Independent Auditors
Other Exhibits:
(a) Powers of Attorney
(b) Certificate of Secretary
<PAGE>
EXHIBIT (5)
MANAGEMENT AGREEMENT
DREYFUS INSTITUTIONAL MONEY MARKET FUND
August 24, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund")
consisting of the series named on Schedule 1 hereto, as such
Schedule may be revised from time to time (each, a "Series"),
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing
and reinvesting the same in investments of the type and in
accordance with the limitations specified in its charter
documents and in its Prospectus and Statement of Additional
Information as from time to time in effect, copies of which have
been or will be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's Board.
The Fund desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or
persons may be officers or employees who are employed by both
you and the Fund. The compensation of such person or persons
shall be paid by you and no obligation may be incurred on the
Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of each Series'
portfolio in accordance with such Series' investment objectives
and policies as stated in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct
a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of such Series' assets. You
will furnish to the Fund such statistical information, with
respect to the investments which a Series may hold or
contemplate purchasing, as the Fund may reasonably request. The
Fund wishes to be informed of important developments materially
affecting any Series' portfolio and shall expect you, on your
own initiative, to furnish to the Fund from time to time such
information as you may believe appropriate for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; carry such fidelity and other
insurance (except insurance not obtained under a blanket policy
covering one or more other investment companies managed by you)
as may be deemed appropriate and desirable; prepare reports to
the Fund's stockholders, tax returns, reports to and filings
with the Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of the Fund's shares;
and generally assist in all aspects of the Fund's operations.
You shall have the right, at your expense, to engage other
entities to assist you in performing some or all of the
obligations set forth in this paragraph, provided each such
entity enters into an agreement with you in form and substance
reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as
if you had acted or failed to act under the circumstances.
Notwithstanding the above statements, the expenses to
be borne by the Fund include, without limitation, the following:
taxes, interest, brokerage fees and commissions, if any, fees of
Board members who are not your officers, directors or employees
or holders of 5% or more of your outstanding voting securities,
Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory fees, charges of registrars and
custodians, transfer and dividend disbursing agents' fees,
outside auditing and legal expenses, costs of maintaining the
Fund's existence, all costs of insurance obtained other than
under a blanket policy covering one or more other investment
companies managed by you, costs attributable to investor
services (including allocable telephone and personnel expenses),
costs of printing prospectuses for regulatory purposes and for
distribution to existing stockholders, and costs of
stockholders' reports and meetings. The Fund also will pay the
salaries of such of its principal executive officers as are not
also full-time salaried officers or employees of yours.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund
agrees as an inducement to your undertaking the same that you
shall not be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by one or more Series,
provided that nothing herein shall be deemed to protect or
purport to protect you against any liability to the Fund or a
Series or to its security holders to which you would otherwise
be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties
hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the rate set forth opposite each Series'
name on Schedule 1 hereto. Net asset value shall be computed on
such days and at such time or times as described in the Fund's
then-current Prospectus and Statement of Additional Information.
Upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination
of this Agreement.
For the purpose of determining fees payable to you,
the value of each Series' net assets shall be computed in the
manner specified in the Fund's charter documents for the
computation of the value of each Series' net assets.
As to each Series, if in any fiscal year the aggregate
expenses of the Fund (including fees pursuant to this Agreement,
but excluding interest, taxes, brokerage and, with the prior
written consent of the necessary state securities commissions,
extraordinary expenses) exceed 1% of the average value of the
Series' net assets for the fiscal year, the Fund may deduct from
the fees to be paid hereunder, or you will bear, such excess
expense to the extent required by state law. Your obligation
pursuant hereto will be limited to the amount of your fees here-
under. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be,
on a monthly basis.
The Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other
managed accounts, and the Fund has no objection to your so
acting, provided that when the purchase or sale of securities of
the same issuer is suitable for the investment objectives of two
or more companies or accounts managed by you which have
available funds for investment, the available securities will be
allocated in a manner believed by you to be equitable to each
company or account. It is recognized that in some cases this
procedure may adversely affect the price paid or received by one
or more Series or the size of the position obtainable for or
disposed of by one or more Series.
In addition, it is understood that the persons
employed by you to assist in the performance of your duties
hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict
your right or the right of any of your affiliates to engage in
and devote time and attention to other businesses or to render
services of whatever kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
except for a loss resulting from willful misfeasance, bad faith
or gross negligence on your part in the performance of your
duties or from reckless disregard by you of your obligations and
duties under this Agreement. Any person, even though also your
officer, director, partner, employee or agent, who may be or
become an officer, Board member, employee or agent of the Fund,
shall be deemed, when rendering services to the Fund or acting
on any business of the Fund, to be rendering such services to or
acting solely for the Fund and not as your officer, director,
partner, employee or agent or one under your control or
direction even though paid by you.
As to each Series, this Agreement shall continue until
the date set forth opposite such Series' name on Schedule 1
hereto (the "Reapproval Date") and thereafter shall continue
automatically for successive annual periods ending on the day of
each year set forth opposite the Series' name on Schedule 1
hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board
or (ii) vote of a majority (as defined in the Investment Company
Act of 1940) of such Series' outstanding voting securities,
provided that in either event its continuance also is approved
by a majority of the Fund's Board members who are not
"interested persons" (as defined in said Act) of any party to
this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. As to each Series, this
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board or by vote of holders of a majority of such
Series' shares or, upon not less than 90 days' notice, by you.
This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in
said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other
corporations, business trusts, partnerships or other entities
(including other investment companies) and that such other
entities may include the name "Dreyfus" as part of their name,
and that your corporation or its affiliates may enter into
investment advisory or other agreements with such other
entities. If you cease to act as the Fund's investment adviser,
the Fund agrees that, at your request, the Fund will take all
necessary action to change the name of the Fund to a name not
including "Dreyfus" in any form or combination of words.
This Agreement has been executed on behalf of the Fund
by the undersigned officer of the Fund in his capacity as an
officer of the Fund. The obligations of this Agreement shall
only be binding upon the assets and property of the Fund and
shall not be binding upon any Board member, officer or
shareholder of the Fund individually.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS INSTITUTIONAL MONEY
MARKET FUND
By:_______________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
<PAGE>
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date
Reapproval Day
Government Securities
Series .50 of 1% June 2, 1995 June 2nd
Money Market Series .50 of 1% June 2, 1995 June 2nd
<PAGE>
EXHIBIT (6)
DISTRIBUTION AGREEMENT
DREYFUS INSTITUTIONAL MONEY MARKET FUND
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agree-
ments hereinafter contained, the above-named investment company
(the "Fund") has agreed that you shall be, for the period of
this agreement, the distributor of (a) shares of each Series of
the Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series
are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized
shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of
Shares covered by, and in accordance with, the registration
statement and prospectus then in effect under the Securities Act
of 1933, as amended, and will transmit promptly any orders
received by you for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of Shares. It is contemplated that you will
enter into sales or servicing agreements with securities
dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your
own behalf as principal.
1.3 You shall act as distributor of Shares in
compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted by market, economic or political conditions, or by
abnormal circumstances of any kind, the Fund's officers may
decline to accept any orders for, or make any sales of, any
Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities
Act of 1933, as amended, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares and
for supplying information, prices and other data to be furnished
by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and
for distribution to shareholders; provided however, that nothing
contained herein shall be deemed to require the Fund to pay any
of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the Fund's officers in connection with the qualification of
Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all
expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your
own qualification as a dealer under state or Federal laws and,
except as otherwise specifically provided in this agreement, all
other expenses incurred by you in connection with the sale of
Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for
use in connection with the sale of Shares, such information with
respect to the Fund or any relevant Series and the Shares as you
may reasonably request, all of which shall be signed by one or
more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with:
(a) semi-annual reports and annual audited reports of the Fund's
books and accounts made by independent public accountants
regularly retained by the Fund, (b) quarterly earnings
statements prepared by the Fund, (c) a monthly itemized list of
the securities in the Fund's or, if applicable, each Series'
portfolio, (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such
additional information regarding the Fund's financial condition
as you may reasonably request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securi-
ties and Exchange Commission under the Securities Act of 1933,
as amended, and under the Investment Company Act of 1940, as
amended, with respect to the Shares have been carefully prepared
in conformity with the requirements of said Acts and rules and
regulations of the Securities and Exchange Commission there-
under. As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and
regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any
prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such amend-
ment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments, may, in the opinion of the Fund's counsel,
be necessary or advisable. If the Fund shall not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to
any registration statement or supplement to any prospectus
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.
1.9 The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of Shares. The Fund agrees to indemnify, defend and
hold you, your several officers and directors, and any person
who controls you within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which you, your officers and directors, or any such con-
trolling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement, of
a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated
in either any registration statement or any prospectus or
necessary to make the statements in either thereof not
misleading; provided, however, that the Fund's agreement to
indemnify you, your officers or directors, and any such control-
ling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or
alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in
conformity with written information furnished to the Fund by you
specifically for use in the preparation thereof. The Fund's
agreement to indemnify you, your officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned
upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person,
such notification to be given by letter or by telegram addressed
to the Fund at its address set forth above within ten days after
the summons or other first legal process shall have been served.
The failure so to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to
the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's
indemnity agreement contained in this paragraph 1.9. The Fund
will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing
chosen by the Fund and approved by you. In the event the Fund
elects to assume the defense of any such suit and retain counsel
of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not
elect to assume the defense of any such suit, or in case you do
not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by you or
them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of
you, your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective
estates, and to the benefit of any controlling persons and their
successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund
or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund,
its several officers and Board members, and any person who con-
trols the Fund within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933,
as amended, or under common law or otherwise, but only to the
extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting
from such claims or demands, shall arise out of or be based upon
any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and
used in the answers to any of the items of the registration
statement or in the corresponding statements made in the pro-
spectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with
such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such
information not misleading. Your agreement to indemnify the
Fund, its officers and Board members, and any such controlling
person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification
to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or
other first legal process shall have been served. You shall
have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or
omission on your part, and in any other event the Fund, its
officers or Board members, or such controlling person shall each
have the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify you of
any such action shall not relieve you from any liability which
you may have to the Fund, its officers or Board members, or to
such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than on account of your indemnity agreement contained in this
paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's
officers and Board members, and their respective estates, and to
the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the
Fund under any of the provisions of this agreement and no orders
for the purchase or sale of such Shares hereunder shall be
accepted by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary amend-
ments thereto shall be suspended under any of the provisions of
the Securities Act of 1933, as amended, or if and so long as a
current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of
the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in
writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement
or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending
the effectiveness of the registration statement or pro-
spectus then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect or
which requires the making of a change in such registra-
tion statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to
any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange
Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you
shall be offered for sale at a price per share (the "offering
price") approximately equal to (a) their net asset value
(determined in the manner set forth in the Fund's charter
documents) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be
the percentage of the offering price of such Shares as set forth
in the Fund's then-current prospectus. The offering price, if
not an exact multiple of one cent, shall be adjusted to the
nearest cent. In addition, Shares of any class of the Fund
offered for sale by you may be subject to a contingent deferred
sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent
deferred sales charge in respect of the Shares. Any payments to
dealers shall be governed by a separate agreement between you
and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the
"Reapproval Date") set forth on Exhibit A hereto (and, if the
Fund has Series, a separate Reapproval Date shall be specified
on Exhibit A for each Series), and thereafter shall continue
automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of
the Shares of the Fund or the relevant Series, as the case may
be, provided that in either event its continuance also is
approved by a majority of the Board members who are not
"interested persons" (as defined in said Act) of any party to
this agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This agreement is
terminable without penalty, on 60 days' notice, by vote of
holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case
may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fifth anniversary of the date
hereof. This agreement also will terminate automatically, as to
the Fund or relevant Series, as the case may be, in the event of
its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you
shall not perform any services for any entity other than
investment companies advised or administered by The Dreyfus
Corporation. The Fund acknowledges that the persons employed by
you to assist in the performance of your duties under this
agreement may not devote their full time to such service and
nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and
devote time and attention to other businesses or to render
services of whatever kind or nature.
5. Miscellaneous
This agreement has been executed on behalf of the Fund
by the undersigned officer of the Fund in his capacity as an
officer of the Fund. The obligations of this agreement shall
only be binding upon the assets and property of the Fund and
shall not be binding upon any Board member, officer or
shareholder of the Fund individually.
Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by
signing below, whereupon it shall become a binding agreement
between us.
Very truly yours,
DREYFUS INSTITUTIONAL MONEY MARKET FUND
By:
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________
<PAGE>
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
Government Securities June 2, 1996 June 2nd
Series
Money Market Series June 2, 1996 June 2nd
<PAGE>
EXHIBIT 9
DREYFUS INSTITUTIONAL MONEY MARKET FUND
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
Dreyfus Service Corporation ("DSC") for certain allocated
expenses of providing personal services and/or maintaining
shareholder accounts to (a) shareholders of each series of the
Fund or class of Fund shares set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time, or (b) if no
series or classes are set forth on such Exhibit, shareholders of
the Fund. The Plan is not to be adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Act"),
and the fee under the Plan is intended to be a "service fee" as
defined in Article III, Section 26 (a "Service Fee"), of the NASD
Rules of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall reimburse DSC an amount not to
exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for its allocated expenses of providing
personal services to shareholders and/or maintaining shareholder
accounts; provided that, at no time, shall the amount paid to DSC
under this Plan, together with amounts otherwise paid by the
Fund, or each series or class identified on Exhibit A, as a
Service Fee under the NASD Rules, exceed the maximum amount then
payable under the NASD Rules as a Service Fee. The amount of
such reimbursement shall be based on an expense allocation
methodology prepared by DSC annually and approved by the Fund's
Board or on any other basis from time to time deemed reasonable
by the Fund's Board.
2. For the purposes of determining the fees payable
under this Plan, the value of the net assets of the Fund or the
net assets attributable to each series or class of Fund shares
identified on Exhibit A, shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
3. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a majority
of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on
the approval of this Plan.
5. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
7. This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan.
8. The obligations hereunder and under any related
Plan agreement shall only be binding upon the assets and property
of the Fund and shall not be binding upon any Trustee, officer or
shareholder of the Fund individually.
Dated: June 23, 1993
As Revised: August 24, 1994
<PAGE>
EXHIBIT A
Name of Series
Government Series
Money Market Series
<PAGE>
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions
"Condensed Financial Information" and "Custodian, Transfer and
Dividend Disbursing Agent, Counsel and Independent Auditors" and
to the use of our report dated February 2, 1995, in this
Registration Statement (Form N-1A 2-67061) of Dreyfus
Institutional Money Market Fund.
ERNST & YOUNG LLP
New York, New York
February 24, 1995
<PAGE>
OTHER EXHIBITS
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints
Frederick C.Dey, Eric B. Fischman, Ruth D. Leibert and John E.
Pelletier and each of them, with full power to act without the
other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities (until revoked in writing) to
sign any and all amendments to the Registration Statement for
each Fund listed on Schedule A attached hereto (including
post-effective amendments and amendments
thereto), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and
thing ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
/S/Marie E. Connolly
Marie E. Connolly, President and Treasurer
DATE: October 26, 1994
<PAGE>
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints
Frederick C.Dey, Eric B. Fischman, Ruth D. Leibert and John E.
Pelletier and each of them, with full power to act without the
other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in
any and all capacities (until revoked in writing) to sign any and
all
amendments to the Registration Statement for each Fund listed on
Schedule
A attached hereto (including post-effective amendments and
amendments
thereto), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of
them, full power and authority to do and perform each and every
act and
thing ratifying and confirming all that said attorneys-in-fact
and agents
or any of them, or their or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
/s/David P. Feldman
David P. Feldman, Director/Trustee
DATE: January 30, 1995
<PAGE>
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints
Frederick C .Dey, Eric B. Fischman, Ruth D. Leibert and John E.
Pelletier and each of
them, with full power to act without the other, his or her true
and lawful attorney-in-fact and agent, with full power of
substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities (until revoked in writing) to
sign any and all
amendments to the Registration Statement for each Fund listed on
Schedule A attached hereto (including post-effective amendments
and amendments
thereto), and to file the same, with all exhibits thereto, and
other
documents in connection therewith, with the Securities and
Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of
them, full power and authority to do and perform each and every
act and
thing ratifying and confirming all that said attorneys-in-fact
and agents
or any of them, or their or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
/s/John M. Fraser, Jr. /s/Irving Kristol
John M. Fraser, Jr., Irving Kristol,
Director/Trustee Director/Trustee
/s/Robert R. Glauber /s/Paul A. Marks
Robert R. Glauber, Paul A. Marks,
Director/Trustee Director/Trustee
/s/James F. Henry /s/Martin Peretz
James F. Henry, Martin Peretz,
Director/Trustee Director/Trustee
/s/Rosalind Gersten Jacobs /s/Bert W. Wasserman
Rosalind Gersten Jacobs, Bert W. Wasserman,
Director/Trustee Director/Trustee
Date: August 30, 1994
<PAGE>
SCHEDULE A
GROUP II
Dreyfus A Bonds Plus, Inc.
Dreyfus Balanced Fund, Inc.
Dreyfus Capital Growth Fund (A Premier Fund)
Dreyfus Global Bond Fund, Inc.
Dreyfus Growth and Income Fund, Inc.
Dreyfus Growth Opportunity Fund, Inc.
Dreyfus Institutional Money Market Fund
Dreyfus International Equity Fund, Inc.
Dreyfus International Recovery Fund, Inc.
Dreyfus Money Market Instruments, Inc.
Dreyfus Variable Investment Fund
<PAGE>
Other Exhibit (b)
DREYFUS INSTITUTIONAL MONEY MARKET FUND
Assistant Secretary's Certificate
The undersigned, Ruth D. Leibert, Assistant Secretary of
Dreyfus Institutional Money Market Fund (the "Fund"), hereby
certifies that set
forth below is a copy of the resolution adopted by the Written
Consent of the Fund's Board members of August 30, 1994,
authorizing the signing by
Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John E.
Pelletier on behalf of the proper officers of the Fund pursuant
to a power of attorney:
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto may be signed
by any one of Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert
and John E. Pelletier as the attorney-in-fact for the proper
officers of the Fund, with full power of substitution and
resubstitution; and that the appointment of each of such persons
as such attorney-in-fact hereby is authorized and approved;
and that such attorneys-in-fact, and each of them, shall have
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection with
such Registration Statement and any and all amendments and
supplements thereto, as fully to all intents and
purposes as the officer for whom he is acting as
attorney-in-fact, might or could do in person.
IT WITNESS THEREOF, I have hereunto signed my name and
affixed the seal of the Fund on February 27, 1995.
/s/Ruth D. Leibert
Ruth D. Leibert
Assistant Secretary
<PAGE>
[ARTICLE] 6
[CIK] 0000315783
[NAME] DREYFUS INSTITUTIONAL MONEY MARKET FUND
[SERIES]
[NUMBER] 1
[NAME] MONEY MARKET SERIES
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 363,449
[INVESTMENTS-AT-VALUE] 363,449
[RECEIVABLES] 543
[ASSETS-OTHER] 27
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 364,019
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1,194
[TOTAL-LIABILITIES] 1,194
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 363,072
[SHARES-COMMON-STOCK] 363,072
[SHARES-COMMON-PRIOR] 354,413
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (247)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 362,825
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 14,737
[OTHER-INCOME] 0
[EXPENSES-NET] 2,208
[NET-INVESTMENT-INCOME] 12,529
[REALIZED-GAINS-CURRENT] (12)
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 12,517
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 12,529
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 3,974,165
[NUMBER-OF-SHARES-REDEEMED] 3,967,507
[SHARES-REINVESTED] 2,002
[NET-CHANGE-IN-ASSETS] 8,648
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] (235)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1,745
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 2,208
[AVERAGE-NET-ASSETS] 349,076
[PER-SHARE-NAV-BEGIN] .999
[PER-SHARE-NII] .036
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] .036
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] .999
[EXPENSE-RATIO] .006
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
[ARTICLE] 6
[CIK] 0000315783
[NAME] DREYFUS INSTITUTIONAL MONEY MARKET FUND
[SERIES]
[NUMBER] 2
[NAME] GOVERNMENT SECURITIES SERIES
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1994
[PERIOD-END] DEC-31-1994
[INVESTMENTS-AT-COST] 109,080
[INVESTMENTS-AT-VALUE] 109,080
[RECEIVABLES] 10,862
[ASSETS-OTHER] 442
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 120,384
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 103
[TOTAL-LIABILITIES] 103
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 120,404
[SHARES-COMMON-STOCK] 120,404
[SHARES-COMMON-PRIOR] 134,705
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (123)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 120,281
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 4,742
[OTHER-INCOME] 0
[EXPENSES-NET] 796
[NET-INVESTMENT-INCOME] 3,946
[REALIZED-GAINS-CURRENT] 9
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 3,955
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 3,946
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 451,324
[NUMBER-OF-SHARES-REDEEMED] 466,767
[SHARES-REINVESTED] 1,142
[NET-CHANGE-IN-ASSETS] (14,292)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] (132)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 581
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 796
[AVERAGE-NET-ASSETS] 116,201
[PER-SHARE-NAV-BEGIN] .999
[PER-SHARE-NII] .034
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] .034
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] .999
[EXPENSE-RATIO] .007
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
