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. 27 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 27 [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
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
X on May 1, 1996 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its
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, 1995 was filed on February 21,
1996.
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
4 General Description of Registrant 4
5 Management of the Fund 6
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 15
7 Purchase of Securities Being Offered 7
8 Redemption or Repurchase 11
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-20
13 Investment Objectives and Policies B-2
14 Management of the Fund B-5
15 Control Persons and Principal B-10
Holders of Securities
16 Investment Advisory and Other B-10
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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-18
18 Capital Stock and Other Securities B-20
19 Purchase, Redemption and Pricing B-12, B-14,
B-18
of Securities Being Offered
20 Tax Status *
21 Underwriters B-12, B-18
22 Calculations of Performance Data B-19
23 Financial Statements B-25
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-11
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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DREYFUS
INSTITUTIONAL
MONEY MARKET
FUND
(D Lion Logo)
* NO SALES CHARGE
* NO REDEMPTION FEE
* FREE EXCHANGE BETWEEN
DREYFUS FUNDS BY PHONE
- ------------------------------------------------------------------------------
PROSPECTUS
- ------------------------------------------------------------------------------
May 1, 1996
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........................... 6
HOW TO BUY SHARES................................ 7
SHAREHOLDER SERVICES............................. 9
HOW TO REDEEM SHARES............................. 11
SHAREHOLDER SERVICES PLAN........................ 13
DIVIDENDS, DISTRIBUTIONS AND TAXES............... 13
GENERAL INFORMATION.............................. 15
APPENDIX......................................... 16
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
Dreyfus Institutional Money Market Fund (the "Fund") is an open-end,
diversified, management investment company, known as a money market mutual
fund. The Fund's investment objective is to provide you with as high a level
of current income as is consistent with the preservation of capital and the
maintenance of liquidity.
The Fund permits you to invest in two separate portfolios, the Money Market
Series and the Government Securities Series. The Money Market Series invests
in short-term money market instruments consisting of securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, bank
obligations, repurchase agreements and high grade commercial paper. The
Government Securities Series invests only in short-term securities issued or
guaranteed as to principal and interest by the U.S. Government.
You can invest, reinvest or redeem shares at any time without charge or
penalty. The Fund provides free redemption checks, which you can use in
amounts of $500 or more for cash or to pay bills. You continue to earn income
on the amount of the check until it clears.
The Dreyfus Corporation professionally manages the Fund's portfolios.
This Prospectus sets forth concisely information about the Fund that
you should know before investing. It should be read and retained for future
reference.
The Statement of Additional Information, dated May 1, 1996, which
may be revised from time to time, provides a further discussion of certain
areas in this Prospectus and other matters which may be of interest to some
investors. It has been filed with the Securities and Exchange Commission and
is incorporated herein by reference. For a free copy, write to the Fund at
144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call
1-800-242-8671. When telephoning, ask for Operator 144.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT EACH SERIES WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY.
179/195050196
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Money Government
Market Securities
Series Series
------------- -------------
<S> <C> <C>
Management Fees ....................................................... .50% .50%
Other Expenses......................................................... .12% .15%
Total Fund Operating Expenses.......................................... .62% .65%
</TABLE>
<TABLE>
<CAPTION>
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:
<S> <C> <C>
1 YEAR $ 6 $ 7
3 YEARS $20 $21
5 YEARS $35 $36
10 YEARS $77 $81
</TABLE>
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist you in
understanding the costs and expenses borne by each series, the payment of
which will reduce investors' annual return. You can purchase shares of either
series without charge directly from the Fund's distributor; you may be
charged a nominal fee if you effect transactions in shares of either series
through a securities dealer, bank or other financial institution. See
"Management of the Fund" and "Shareholder Services Plan."
Page 2
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of 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,
---------------------------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
------- ------- ------- ------- -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year..$1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00... $1.00 $1.00
------- ------- ------- ------- -------- ------- ------- ------- ------- -------
INVESTMENT OPERATIONS:
Investment income-net.. .064 .063 .071 .088 .077 .057 .035 .027 .036 .054
------- ------- ------- ------- -------- ------- ------- ------- ------- -------
DISTRIBUTIONS:
Dividends from investment
income-net..........................(.064) (.063) (.071) (.088) (.077) (.057) (.035) (.027) (.036) (.054)
------- ------- ------- ------- -------- ------- ------- ------- ------- -------
Net asset value, end of year...... $1.00 $1.00 $1.00 $1.00 $1.00 $ 1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= ======== ======= ======= ======= ======= =======
TOTAL INVESTMENT RETURN............. 6.63% 6.44% 7.37% 9.14% 7.99% 5.85% 3.51% 2.76% 3.65% 5.57%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets........................ .50% .50% .50% .50% .50% .60% .63% .63% .63% .62%
Ratio of net investment income
to average net assets............. 6.37% 6.25% 7.16% 8.79% 7.72% 5.73% 3.48% 2.72% 3.59% 5.43%
Decrease reflected in above
expense ratios due
to undertakings by
The Dreyfus Corporation........... .06% .06% .07% .07% .08% -- -- -- -- --
Net Assets,end of year
(000's omitted)........ $635,085 $520,857 $707,023 $477,113 $401,461 $354,090 $329,574 $354,177 $362,825 $402,032
</TABLE>
Page 3
<TABLE>
<CAPTION>
GOVERNMENT SECURITIES SERIES
----------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
------- ------- ------- ------- -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year.. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- ------- ------- -------- ------- ------- ------- ------- -------
INVESTMENT OPERATIONS:
Investment income-net .064 .059 .068 .086 .076 .056 .034 .026 .034 .052
------- ------- ------- ------- -------- ------- ------- ------- ------- -------
DISTRIBUTIONS:
Dividends from investment
income-net.......................... (.064) (.059) (.068) (.086) (.076) (.056) (.034) (.026) (.034) (.052)
------- ------- ------- ------- -------- ------- ------- ------- ------- -------
Net asset value, end of year........ $1.00 $1.00 $1.00 $1.00 $1.00 $ 1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ======= ======= ======== ======= ======= ======= ======= =======
TOTAL INVESTMENT RETURN 6.58% 6.06% 6.99% 8.90% 7.85% 5.71% 3.44% 2.63% 3.49% 5.36%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets.......... .50% .50% .50% .50% .50% .65% .64% .65% .69% .65%
Ratio of net investment income
to average net assets............... 6.37% 5.87% 6.68% 8.54% 7.58% 5.64% 3.42% 2.61% 3.40% 5.23%
Decrease reflected in above
expense ratios due
to undertakings by
The Dreyfus Corporation............. .05% .07% .09% .11% .10% -- -- -- -- --
Net Assets,end of year
(000's omitted)................ $1,057,111 $489,909 $272,232 $214,481 $246,174 $174,173 $192,141 $134,574 $120,281 $123,171
</TABLE>
YIELD INFORMATION
From time to time, each series advertises its yield and effective
yield. Both yield figures are based on historical earnings and are not
intended to indicate future performance. It can be expected that these yields
will fluctuate substantially. The yield of a series refers to the income
generated by an investment in the series over a seven-day period (which
period will be stated in the advertisement). This income is then annualized.
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in the series is
assumed to be reinvested. The effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment.
Each series' 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 ReportRegistration Mark,
Bank Rate Monitortrademark, N. Palm Beach, Fla. 33408, Morningstar, Inc. and
other industry publications.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's investment objective is to provide you with as high a
level of current income as is consistent with the preservation of capital and
the maintenance of liquidity. It cannot be changed, as to a series, without
approval by the holders of a majority (as defined in the Investment Company
Act of 1940, as amended (the "1940 Act")) of such series' outstanding voting
shares. There can be no assurance that the series' investment objective will
be achieved. Each series pursues this objective in the manner described
below. Securities in which the series invest may not earn as high a level of
current income as long-term or lower quality securities which generally have
less liquidity, greater market risk and more fluctuation in market value.
Page 4
MANAGEMENT POLICIES
Each series seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, the Fund uses the amortized cost
method of valuing each series' securities pursuant to Rule 2a-7 under the
1940 Act, certain requirements of which are summarized below.
In accordance with Rule 2a-7, each series will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, with respect to the Money Market Series, which are rated in one of the
two highest rating categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating organization if
the instrument was rated by only one such organization) or, if unrated, are
of comparable quality as determined in accordance with procedures established
by the Fund's Board. The nationally recognized statistical rating
organizations currently rating instruments of the type the Money Market
Series may purchase are Moody's Investors Service, Inc., Standard & Poor's
Ratings Group, a division of The McGraw-Hill Companies, Inc., Duff & Phelps
Credit Rating Co., Fitch Investors Service, L.P., IBCA Limited and IBCA Inc.
and Thomson BankWatch, Inc., and their rating criteria are described in the
"Appendix" to the Statement of Additional Information. For further
information regarding the amortized cost method of valuing securities, see
"Determination of Net Asset Value" in the Statement of Additional
Information. There can be no assurance that the series will be able to
maintain a stable net asset value of $1.00 per share.
THE MONEY MARKET SERIES -- The Money Market Series invests in short-term
money market obligations, including securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities, certificates of
deposit, time deposits, bankers' acceptances and other short-term obligations
issued by domestic banks and London branches of domestic banks, repurchase
agreements, and high grade commercial paper and other short-term corporate
obligations. See "Appendix--Certain Portfolio Securities." Generally, at
least 25% of the value of the Money Market Series' total assets will be
invested in bank obligations. See "Investment Considerations and Risks"
below.
THE GOVERNMENT SECURITIES SERIES -- The Government Securities Series invests
only in short-term securities issued or guaranteed as to principal and
interest by the U.S. Government (whether or not subject to repurchase
agreements). See "Appendix--Certain Portfolio Securities." In addition, the
Government Securities Series is permitted to lend securities from its
portfolio. See "Appendix_Investment Techniques."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each series attempts to increase yields by trading to take
advantage of short-term market variations. This policy is expected to result
in high portfolio turnover but should not adversely affect the series since
it usually does not pay brokerage commissions when it purchases short-term
debt obligations. The value of the portfolio securities held by the series
will vary inversely to changes in prevailing interest rates. Thus, if
interest rates have increased from the time a security was purchased, such
security, if sold, might be sold at a price less than its cost. Similarly, if
interest rates have declined from the time a security was purchased, such
security, if sold, might be sold at a price greater than its purchase cost.
In either instance, if the security was purchased at face value and held to
maturity, no gain or loss would be realized.
FOREIGN SECURITIES -- Since the Money Market Series' portfolio may contain
securities issued by 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.
Page 5
BANK SECURITIES -- To the extent the Money Market Series' investments are
concentrated in the banking industry, the series will have correspondingly
greater exposure to the risk factors which are characteristic of such
investments. Sustained increases in interest rates can adversely affect the
availability or liquidity and cost of capital funds for a bank's lending
activities, and a deterioration in general economic conditions could increase
the exposure to credit losses. In addition, the value of and the investment
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 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.
SIMULTANEOUS INVESTMENTS -- Investment decisions for the Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as the Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtained for or disposed of
by the Fund.
MANAGEMENT OF THE FUND
INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of March 29, 1996, The Dreyfus Corporation managed
or administered approximately $82 billion in assets for more than 1.7 million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with 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., AFCOCredit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$233 billion in assets as of December 31, 1995, including approximately $81
billion in proprietary mutual fund assets. As of December 31, 1995, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $786 billion in assets,
including approximately $60 billion in mutual fund assets.
For the year ended December 31, 1995, the Fund paid The Dreyfus
Corporation a monthly management fee at the annual rate of .50 of 1% of the
value of each series' average daily net assets. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or voluntarily assume
certain expenses of either series of the Fund, which would have the effect of
lowering the overall expense ratio of that series and increasing yield to
investors. The Fund will not pay The Dreyfus Corporation at a later time for
any amounts it may waive, nor will the Fund reimburse The Dreyfus Corporation
for any amounts it may assume.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of
the Fund or other funds managed, advised of administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for the Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
Page 6
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay securities
dealers, banks or other financial institutions in respect of these services.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the"Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian. First Interstate
Bank of California, 707 Wilshire Boulevard, Los Angeles, California 90017, is
the Fund's Sub-custodian.
HOW TO BUY SHARES
Shares of each series are sold without a sales charge. You may be
charged a nominal fee if you effect transactions in shares of either series
through a securities dealer, bank or other financial institution. 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 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 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
call-
Page 7
ing 1-800-346-3621; in New York City, call 1-718-895-1650. The Fund makes
available to certain large institutions the ability to issue purchase
instructions through compatible computer facilities.
Shares also may be purchased through Dreyfus-Automatic Asset
BuilderRegistration Mark, Dreyfus Government Direct Deposit Privilege and
Dreyfus Payroll Savings Plan described under "Shareholder Services." These
services enable you to make regularly scheduled investments and may provide
you with a convenient way to invest for long-term financial goals. You should
be aware, however, that periodic investment plans do no guarantee a profit
and will not protect an investor against loss in a declining market.
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 Statement of
Additional Information.
If your payments are received in or converted into Federal Funds by
12:00 Noon, New York time, by the Transfer Agent, or received in Federal
Funds by 12:00 Noon, California time, by First Interstate Bank of California,
you will receive the dividend declared on that day. If your payments are
received in or converted into Federal Funds after 12:00 Noon, New York time,
by the Transfer Agent, or received in Federal Funds after 12:00 Noon,
California time, by First Interstate Bank of California, your shares will
begin to accrue dividends on the following business day.
Qualified institutions may telephone orders for purchase of either
series' shares by telephoning the Distributor or its designee toll free at
1-800-346-3621; in New York City, call 1-718-895-1650; on Long Island, call
794-5452. A telephone order placed with the Distributor or its designee in
New York will become effective at the price determined at 12:00 Noon, New
York time, and the shares purchased will receive the dividend on such series'
shares declared on that day if such order is placed by 12:00 Noon, New York
time, and Federal Funds are received by the Transfer Agent by 4:00 p.m., New
York time. A telephone order placed with the Distributor or its designee in
California will become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the dividend on such
series' shares declared on that day if such order is placed by 12:00 Noon,
California time, and Federal Funds are received by First Interstate Bank of
California by 4:00 p.m., California time.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the Account Application for further information concerning this
Page 8
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 1-800-645-6561 or, if you are calling from overseas, call
516-794-5452. See "How to Redeem Shares _ Procedures." Upon an exchange into
a new account, the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the fund
into which the exchange is made: Telephone Exchange Privilege, Check
Redemption Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege and the dividend/capital gain distribution option (except for
Dreyfus Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares you are exchanging
were: (a) purchased with a sales load, (b) acquired by a previous exchange
from shares purchased with a sales load, or (c) acquired through reinvestment
of dividends or distributions paid with respect to the foregoing categories
of shares. To qualify, at the time of the exchange you must notify the
Transfer Agent. Any such qualification is subject to confirmation of your
holdings through a check of appropriate records. See "Shareholder Services"
in the Statement of Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the Fund
reserves the right, upon not less than 60 days' written notice, to charge
shareholders a nominal fee in accordance with rules promulgated by the
Securities and Exchange Commission. The Fund reserves the right to reject any
exchange request in whole or in part. The availability of Fund Exchanges may
be modified or terminated at any time upon notice to shareholders. See
"Dividends, Distributions and Taxes."
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables
you to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of either series of the Fund, in shares of the
Fund's other series or other funds in the Dreyfus Family of Funds of which
you are a shareholder.
Page 9
The amount you designate, which can be expressed either in terms of a specific
dollar or share amount ($100 minimum), will be exchanged automatically on the
first and/or fifteenth of the month according to the schedule you have
selected. Shares will be exchanged at the then-current net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. See "Shareholder Services" in the Statement of
Additional Information. The right to exercise this Privilege may be modified
or cancelled by the Fund or the Transfer Agent. You may modify or cancel your
exercise of this Privilege at any time by mailing written notification to
The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671. The Fund may charge a service fee for the use of this Privilege.
No such fee currently is contemplated. For more information concerning this
Privilege and the funds in the Dreyfus Family of Funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form,
please call toll free 1-800-645-6561. See "Dividends, Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDERRegistration Mark -- Dreyfus-AUTOMATIC Asset
Builder permits you to purchase shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you. Fund shares
are purchased by transferring funds from the bank account designated by you.
At your option, the bank account designated by you will be debited in the
specified amount, and Fund shares will be purchased, once a month, on either
the first or fifteenth day, or twice a month, on both days. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. To establish a Dreyfus-AUTOMATIC Asset
Builder account, you must file an authorization form with the Transfer Agent.
You may obtain the necessary authorization form by calling 1-800-645-6561.
You may cancel your participation in this Privilege or change the amount of
your purchase at any time by mailing written notification to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. The
notification will be effective three business days following receipt. The
Fund may modify or terminate this Privilege at any time or charge a service
fee. No such fee currently is contemplated.
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE -- Dreyfus Government Direct
Deposit Privilege enables you to purchase shares (minimum of $100 and maximum
of $50,000 per transaction) by having Federal salary, Social Security, or
certain veterans', military or other payments from the Federal government
automatically deposited into your Fund account. You may deposit as much of
such payments as you elect. To enroll in Dreyfus Government Direct Deposit,
you must file with the Transfer Agent a completed Direct Deposit Sign-Up Form
for each type of payment that you desire to include in this Privilege. The
appropriate form may be obtained by calling 1-800-645-6561. Death or legal
incapacity will terminate your participation in this Privilege. You may elect
at any time to terminate your participation by notifying in writing the
appropriate Federal agency. Further, the Fund may terminate your
participation upon 30 days' notice to you.
DREYFUS PAYROLL SAVINGS PLAN -- Dreyfus Payroll Savings Plan permits you to
purchase shares (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.
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
Page 10
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. If you are investing in a fund that charges a
contingent deferred sales charge, the shares purchased will be subject on
redemption to the contingent deferred sales charge, if any, applicable to the
purchased shares. See "Shareholder Services" in the Statement of Additional
Information. Dreyfus Dividend ACHpermits you to transfer electronically
dividends or dividends and capital gain distributions, if any, from the
series to a designated bank account. Only an account maintained at a domestic
financial institution which is an Automated Clearing House member may be so
designated. Banks may charge a fee for this service.
For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges by mailing written notification to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. To select a new
fund after cancellation, you must submit a new Dividend Options Form.
Enrollment in or cancellation of these privileges is effective three business
days following receipt. These privileges are available only for existing
accounts and may not be used to open new accounts. Minimum subsequent
investments do not apply to Dreyfus Dividend Sweep. The Fund may modify or
terminate these privileges at any time or charge a service fee. No such fee
currently is contemplated.
QUARTERLY DISTRIBUTION PLAN -- The Quarterly Distribution Plan permits you to
receive quarterly payments from the Fund consisting of proceeds from the
redemption of shares purchased for your account through the automatic
reinvestment of dividends declared on your account during the preceding
calendar quarter.
You may open a Quarterly Distribution Plan by submitting a request
to the Transfer Agent. The Quarterly Distribution Plan may be ended at any
time by you, the Fund or the Transfer Agent. Shares for which certificates
have been issued must be presented before redemption under the Quarterly
Distribution Plan.
AUTOMATIC WITHDRAWAL PLAN -- The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. An
application for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. The Automatic Withdrawal Plan may be ended at any time by
you, the Fund or the Transfer Agent. Shares for which certificates have been
issued may not be redeemed through the Automatic Withdrawal Plan.
HOW TO REDEEM SHARES
GENERAL
You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When
a request is received in proper form, the Fund will redeem the shares at the
next determined net asset value.
The Fund imposes no charges when shares are redeemed. Securities
dealers, banks and other financial institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any certificates
representing Fund shares being redeemed must be submitted with the redemption
request. If you own shares in both series, any redemption request must
clearly state from which series you wish to redeem the shares. The value of
the shares redeemed may be more or less than their original cost, depending
upon the series' then-current net asset value.
If a request for redemption is received in proper form by the
Transfer Agent by 12:00 Noon, New York time, or by the Los Angeles office of
the Distributor or its designee by 12:00 Noon, California time, the proceeds
of the redemption, if transfer by wire is requested, will be transmitted in
Federal Funds ordinarily on the same day and the shares will not receive the
dividend declared on that day. If the request is received later that day by
the Transfer Agent or the Los Angeles office of the Distributor or its
designee, the shares will receive the dividend declared on that day and the
proceeds of redemption, if wire transfer is requested, will be transmitted in
Federal Funds ordinarily on the next business day.
Page 11
The Fund ordinarily will make payment for all shares redeemed
within seven days after receipt by the Transfer Agent or the Distributor or
its designee, as the case may be, of a redemption request in proper form,
except as provided by the rules of the Securities and Exchange Commission. HOW
EVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK 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, or, if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent, through the Check
Redemption Privilege, the Wire Redemption Privilege or the Telephone
Redemption Privilege. The Fund makes available to certain large institutions
the ability to issue redemption instructions through compatible computer
facilities. The Fund reserves the right to refuse any request made by wire or
telephone, including requests made shortly after a change of address, and may
limit the amount involved or the number of such requests. The Fund may modify
or terminate any redemption Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is contemplated. Shares
for which certificates have been issued are not eligible for the Check
Redemption, Wire Redemption or Telephone Redemption Privilege.
You may redeem shares by telephone if you have checked the
appropriate box on the Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it), you authorize the Transfer Agent to act on telephonic
instructions from any person representing himself or herself to be you, and
reasonably believed by the Transfer Agent to be genuine. The Fund will require
the Transfer Agent to employ reasonable procedures, such as requiring a form
of personal identification, to confirm that instructions are genuine and, if
it does not follow such procedures, the Transfer Agent or the Fund may be
liable for any losses due to unauthorized or fraudulent instructions. Neither
the Fund nor the Transfer Agent will be liable for following telephone
instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of these
other redemption procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption had
been used.
REGULAR REDEMPTION -- Under the regular redemption procedure, you may redeem
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
Page 12
Financial Center, please call one of the telephone numbers listed under
"General Information." Redemption requests must be signed by each
shareholder, including each owner of a joint account, and each signature must
be guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP"), and the Stock Exchanges Medallion Program.
If you have any questions with respect to signature-guarantees, please call
one of the telephone numbers listed under
"General Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
CHECK REDEMPTION PRIVILEGE -- You may write Redemption Checks drawn on your
Fund account. Redemption Checks may be made payable to the order of any
person in the amount of $500 or more. Redemption Checks should not be used to
close your account. Redemption Checks are free, but the Transfer Agent will
impose a fee for stopping payment of a Redemption Check upon your request or
if the Transfer Agent cannot honor a Redemption Check because of insufficient
funds or other valid reason. You should date your Redemption Checks with the
current date when you write them. Please do not postdate your Redemption
Check. If you do, the Transfer Agent will honor, upon presentment, even if
presented before the date of the check, all postdated Redemption Checks which
are dated within six months of presentment for payment, if they are otherwise
in good order.
Wire Redemption Privilege _ You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. You may also direct that redemption proceeds be paid by
check (maximum $150,000 per day) made out to the owners of record and mailed
to your address. Redemption proceeds of less than $1,000 will be paid
automatically by check. Holders of jointly registered Fund or bank accounts
may have redemption proceeds of not more than $250,000 wired within any
30-day period. You may telephone redemption requests by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
TELEPHONE REDEMPTION PRIVILEGE -- You may request by telephone that
redemption proceeds (maximum $150,000 per day) be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan pursuant to which
the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of
The Dreyfus Corporation, an amount not to exceed an annual rate of .25 of 1%
of the value of each series' average daily net assets for certain allocated
expenses of providing personal services and/or maintaining shareholder
accounts. The services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from each series' net
investment income on each day the New York Stock Exchange or, with respect to
the Money Market Series, the Transfer Agent is open for business. Each
series' earnings for Saturdays, Sundays and holidays are declared as
dividends on the preceding business day. Dividends usually are paid on the
last business day of each month, and are automatically reinvested in
additional shares of the series from which they were paid at net asset value
or, at your option, paid in cash. If you redeem all shares in your account at
any time during the month, all dividends to which you are entitled are paid
to you along with the proceeds of the redemption. If you are an omnibus
account-
Page 13
holder and indicate in a partial redemption request that a portion of
any accrued dividends to which such account is entitled belongs to an
underlying accountholder who has redeemed all shares in his or her account,
such portion of the accrued dividends will be paid to you along with the
proceeds of the redemption. Distributions from net realized securities gains,
if any, generally are declared and paid by each series once a year, but the
Fund may make distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code of 1986, as amended
(the "Code"), in all events in a manner consistent with the provisions of the
1940 Act. The Fund will not make distributions from net realized 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.
The exchange of shares of one fund or series for shares of another
fund or series is treated for Federal income tax purposes as a sale of the
shares given in exchange by the shareholder and, therefore, an exchanging
shareholder may realize a taxable gain or loss.
Notice as to the tax status of your dividends and distributions
will be mailed to you annually. You also will receive periodic summaries of
your account which will include information as to dividends and distributions
from securities gains, if any, paid during the year. Dividends and
distributions attributable to interest from direct obligations of the United
States and paid by a series to individuals currently are not subject to tax
in most states. Dividends and distributions attributable to interest from
other securities in which the series may invest may be subject to state tax.
The Fund intends to provide shareholders with a statement which sets forth
the percentage of dividends and distributions paid by the series that is
attributable to interest income from direct obligations of the United States.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains paid to a shareholder if
such shareholder fails to certify either that the TIN furnished in connection
with opening an account is correct, or that such shareholder has not received
notice from the IRS of being subject to backup withholding as a result of a
failure to properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to institute
backup withholding if the IRS determines a shareholder's TIN is incorrect or
if a shareholder has failed to properly report taxable dividend and interest
income on a Federal income tax return.
Page 14
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax withheld as
a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.
Management believes that each series of the Fund has qualified for
the fiscal year ended December 31, 1995 as a "regulated investment company"
under the Code. Each series of the Fund intends to continue to so qualify if
such qualification is in the best interests of its shareholders. Such
qualification relieves the 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 l9, 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.
The Fund is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for
certain matters under the 1940 Act and for other purposes. A shareholder of
one series is not deemed to be a shareholder of any other series. For certain
matters Fund shareholders vote together as a group; as to others they vote
separately by series.
To date, two series of shares have been authorized. All
consideration received by the Fund for shares of one of the series and all
assets in which such consideration is invested, belong to that series
(subject only to the rights of creditors of the Fund) and will be subject to
the liabilities related thereto. The income attributable to, and the expenses
of, one series are treated separately from those of the other series.
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 Board
member. The Trust Agreement provides for indemnification from the Fund's
property for all losses and expenses of any shareholder held personally
liable for the obligations of the Fund. Thus, the risk of a shareholder'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
Fund intends to conduct its operations 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
Board members.
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; outside the U.S.
and Canada, call 516-794-5452.
Page 15
APPENDIX
INVESTMENT TECHNIQUES
LENDING PORTFOLIO SECURITIES -- The Government Securities Series may lend
securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain transactions.
The Government Securities Series continues to be entitled to payments in
amounts equal to the interest or other distributions payable on the loaned
securities which affords the series an opportunity to earn interest on the
amount of the loan and on the loaned securities' collateral. Loans of
portfolio securities may not exceed 20% of the value of the Government
Securities Series' total assets, and the series will receive collateral
consisting of cash or U.S. Treasury securities which will be maintained at
all times in an amount equal to at least 100% of the current market value of
the loaned securities. Such loans are terminable by the Fund at any time upon
specified notice. The Government Securities Series might experience risk of
loss if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.
BORROWING -- Each series may borrow money from banks for temporary or
emergency (not leveraging) purposes in an amount up to 15% of the value of
its total assets (including the amount borrowed) valued at the lesser or cost
or market, less liabilities (not including the amount borrowed) at the time
the borrowing is made. While such borrowings exceed 5% of the value of the
series' total assets, the series will not make any additional investments.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES -- Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. The Money Market Series and the Government Securities Series may
invest in Treasury Bills, Treasury Notes and Treasury Bonds. In addition, the
Money Market Instruments may invest in obligations issued or guaranteed by
U.S. Government agencies and instrumentalities. Some obligations issued or
guaranteed by U.S. Government agencies and instrumentalities are supported by
the full faith and credit of the U.S. Treasury; others by the right of the
issuer to borrow from the Treasury; others by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others only by the credit of the agency or
instrumentality. These securities bear fixed, floating or variable rates of
interest. While the U.S. Government currently provides financial support to
such U.S. Government-sponsored agencies or instrumentalities, no assurance
can be given that it will always do so, since it is not so obligated by law.
REPURCHASE AGREEMENTS -- In a repurchase agreement, a series buys, and the
seller agrees to repurchase, a security at a mutually agreed upon time and
price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the series' ability to dispose of the underlying
securities. The series may enter into repurchase agreements with certain banks
or non-bank dealers.
BANK OBLIGATIONS -- The Money Market Series may purchase certificates of
deposit, time deposits, bankers' acceptances and other short-term obligations
issued by domestic banks, London branches of domestic banks, and loan
associations and other banking institutions. With respect to such securities
issued by London branches of domestic banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Fund -- Investment Considerations and Risks
- -- Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face
Page 16
amount of the instrument upon maturity. The other short-term obligations may
include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER -- The Money Market Series may purchase commercial paper
consisting of short-term, unsecured promissory notes issued to finance
short-term credit needs. The commercial paper purchased by the Money Market
Series will consist only of direct obligations issued by domestic and foreign
entities. The other corporate obligations in which the Money Market Series
may invest consist of high quality, U.S. dollar denominated short-term bonds
and notes (including variable amount master demand notes) issued by domestic
and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS -- The Money Market Series may
purchase floating and variable rated demand notes and bonds, which are
obligations ordinarily having stated maturities in excess of 13 months, but
which permit the holder to demand payment of principal any time, or at
specified intervals not exceeding 13 months, in each case upon not more
than 30 days' notice. Variable rate demand notes include master demand
notes which are obligations that permit the Money Market Series to invest
fluctuating amounts, at varying rates of interest, pursuant to direct
arrangements between the Money Market Series, as lender, and the borrower.
These obligations permit daily changes in the amounts borrowed. Because these
obligations are direct lending arrangements between the lender and borrower,
it is not contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these obligations,
although they are redeemable at face value, plus accrued interest.
Accordingly, where these obligations are not secured by letters of credit or
other credit support arrangements, the Money Market Series' right to redeem
is dependent on the ability of the borrower to pay principal and interest on
demand.
ILLIQUID SECURITIES -- Each series may invest up to 10% of the value of its
net assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the series' investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
series is subject to a risk that should the series' desire to sell them when
a ready buyer is not available at a price the Fund deems representative of
their value, the value of the series' net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 17
_________________________________________________________________
DREYFUS INSTITUTIONAL MONEY MARKET FUND
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 1, 1996
_________________________________________________________________
This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with
the current Prospectus of Dreyfus Institutional Money Market Fund
(the "Fund"), dated May 1, 1996, 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
Outside the U.S. and Canada -- Call 516-794-5452
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is
the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . . .B-2
Management of the Fund . . . . . . . . . . . . . . . . . . .B-5
Management Agreement . . . . . . . . . . . . . . . . . . . .B-10
Purchase of Shares . . . . . . . . . . . . . . . . . . . . .B-12
Shareholder Services Plan. . . . . . . . . . . . . . . . . .B-13
Redemption of Shares . . . . . . . . . . . . . . . . . . . .B-14
Shareholder Services . . . . . . . . . . . . . . . . . . . .B-16
Portfolio Transactions . . . . . . . . . . . . . . . . . . .B-18
Determination of Net Asset Value . . . . . . . . . . . . . .B-18
Dividends, Distributions and Taxes . . . . . . . . . . . . .B-19
Yield Information. . . . . . . . . . . . . . . . . . . . . .B-19
Information About the Fund . . . . . . . . . . . . . . . . .B-20
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors. . . . . . . . . . . .B-21
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . .B-22
Financial Statements . . . . . . . . . . . . . . . . . . . .B-25
Report of Independent Auditors . . . . . . . . . . . . . . .B-36
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the sections in the Fund's Prospectus entitled
"Description of the Fund" and "Appendix."
Portfolio Securities
General. (Money Market Series only) The Money Market
Series will not invest more than 5% of its total assets in the
securities (including the securities collateralizing a repurchase
agreement) of, or subject to puts issues by, a single issuer,
except the (i) the series may invest more than 5% of its total
assets in a single issuer for a period of up to three business
days in certain limited circumstances, (ii) the series may invest
in obligations issued or guaranteed by the U.S. Government
without any such limitation, and (iii) the limitation with
respect to puts does not apply to unconditional puts if no more
than 10% of the series' total assets is invested in securities
issued or guaranteed by the issuer of the unconditional put.
Investments in rated securities not rated in the highest category
by at least two rating organizations (or one rating organization
if the instrument was rated by only one such organization), and
unrated securities not determined by the Board to be comparable
to those rated in the highest category, will be limited to 5% of
the Money Market Series' total assets, with the investment in any
one such issuer being limited to no more than the greater of 1%
of the series' total assets or $1,000,000. As to each security,
these percentages are measured at the time the Money Market
Series purchases the security.
Bank Obligations. (Money Market Series only) 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.
Foreign Government Obligations. (Money Market Series only)
The Money Market Series may invest in obligations issued or
guaranteed by one or more foreign governments or any of their
political subdivisions, agencies or instrumentalities that are
determined by the Manager to be of comparable quality to the
other obligations in which the Money Market Series may invest.
Such securities also include debt obligations of supranational
entities. Supranational entities include international
organizations designated or supported by governmental entities to
promote economic reconstruction or development and international
banking institutions and related government agencies. Examples
include the International Bank for Reconstruction and Development
(the World Bank), the European Coal and Steel Community, the
Asian Development Bank and the InterAmerican Development Bank.
Repurchase Agreements. The Fund's custodian or sub-
custodian will have custody of, and will hold in a segregated
account, securities acquired by the series under a repurchase
agreement. Repurchase agreements are considered by the staff of
the Securities and Exchange Commission to be loans by the series
which enters into them. In an attempt to reduce the risk of
incurring a loss on a repurchase agreement, the series will enter
into repurchase agreements only with domestic banks with total
assets in excess of $1 billion, or primary government securities
dealers reporting to the Federal Reserve Bank of New York, with
respect to securities of the type in which the series may invest
or government securities regardless of their remaining
maturities, and will require that additional securities be
deposited with it if the value of the securities purchased should
decrease below resale price.
Illiquid Securities. Where a substantial market of
qualified institutional buyers develops for certain restricted
securities purchased by the series, pursuant to Rule 144A under
the Securities Act of 1933, as amended, the Fund intends to treat
such securities as liquid securities in accordance with
procedures approved by the Fund's Board. Because it is not
possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, the Fund's Board
has directed the Manager to monitor carefully the series'
investments in such securities with particular regard to trading
activity, availability of reliable price information and other
relevant information. To the extent that, for a period of time,
qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, a series' investing in such
securities may have the effect of increasing the level of
illiquidity in the series' portfolio during such period.
Management Policies
Lending Portfolio Securities. (Government Securities Series
only) In connection with its securities lending transactions, the
Government Securities Series may return to the borrower or a
third party which is unaffiliated with the Fund, and which is
acting as a "placing broker," a part of the interest earned from
the investment of collateral received for securities loaned.
The Securities and Exchange Commission currently requires
that the following conditions must be met whenever portfolio
securities are loaned: (1) the series must receive at least 100%
cash collateral from the borrower; (2) the borrower must increase
such collateral whenever the market value of the securities rises
above the level of such collateral; (3) the series must be able
to terminate the loan at any time; (4) the series must receive
reasonable interest on the loan, as well as any interest or other
distributions payable on the loaned securities, and any increase
in market value; and (5) the series may pay only reasonable
custodian fees in connection with the loan.
Investment Restrictions
The Fund has adopted investment restrictions numbered 1
through 10, with respect to each series, and investment
restrictions numbered 12 and 13, with respect to the Money Market
Series only, as fundamental policies, which cannot be changed, as
to a series, without approval by the holders of a majority (as
defined in the Investment Company Act of 1940, as amended (the
"1940 Act")) of the outstanding voting shares of such series.
Investment restriction number 11 is not a fundamental policy and
may be changed, as to a series, by vote of a majority of the
Fund's Board members at any time. Neither series may:
1. Purchase common stocks, preferred stocks, warrants,
other equity securities, corporate bonds or debentures, state
bonds, municipal bonds or industrial revenue bonds.
2. Borrow money, except from banks for temporary or
emergency (not leveraging) purposes, in an amount up to 15% of
the value of a series' total assets (including the amount
borrowed) based on the lesser of cost or market, less liabilities
(not including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the value of the series'
total assets, the series will not make any additional
investments.
3. Pledge, hypothecate, mortgage or otherwise encumber its
assets except in an amount up to 15% of the value of its total
assets but only to secure borrowings for temporary or emergency
purposes.
4. Sell securities short or purchase securities on margin.
5. Write or purchase put or call options.
6. Underwrite the securities of other issuers.
7. Purchase or sell real estate, real estate investment
trust securities, commodities, or oil and gas interests.
8. Make loans to others, except through the purchase of
debt obligations and through repurchase agreements referred to in
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 com-
mercial 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 instrumen-
talities. 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
Board members and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below. Each Board member
who is deemed to be an "interested person" of the Fund, as
defined in the 1940 Act, is indicated by an asterisk.
Board Members of the Fund
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995,
Chairman of the Board of various funds in the Dreyfus Family
of Funds. For more than five years prior thereto, he was
President and a director and, until August 1994, Chief
Operating Officer of the Manager and Executive Vice
President and a director of Dreyfus Service Corporation, a
wholly-owned subsidiary of the Manager and, until August 24,
1994, the Fund's distributor. From August 1994 to December
31, 1994, he was a director of Mellon Bank Corporation. He
is also Chairman of the Board of Directors of the Noel
Group, Inc.; a trustee of Bucknell University; and a
director of The Muscular Dystrophy Association, HealthPlan
Services Corporation, Belding Heminway Company, Inc., Curtis
Industries, Inc. and Staffing Resources, Inc. Mr. DiMartino
is 52 years old and his address is 200 Park Avenue, New
York, New York 10166.
*DAVID P. FELDMAN, Board Member. Chairman and Chief Executive
Officer of AT&T. He is also a trustee of Corporate Property
Investors, a real estate investment company. Mr. Feldman is
56 years old and his address is One Oak Way, Berkeley
Heights, New Jersey 07922.
JOHN M. FRASER, JR., Board Member. President of Fraser
Associates, a service company for planning and arranging
corporate meetings and other events. From September 1975 to
June 1978, he was Executive Vice President of Flagship
Cruises, Ltd. Prior thereto, he was Senior Vice President
and Resident Director of the Swedish-American Line for the
United States and Canada. Mr. Fraser is 74 years old and
his address is 133 East 64th Street, New York, New York
10021.
ROBERT R. GLAUBER, Board Member. Research Fellow, Center for
Business and Government at the John F. Kennedy School of
Government, Harvard University since January 1992. He was
Under Secretary of the Treasury for Finance at the U.S.
Treasury Department from May 1989 to January 1992. For more
than five years prior thereto, he was a Professor of Finance
at the Graduate School of Business Administration of Harvard
University and, from 1985 to 1989, Chairman of its Advanced
Management Program. Mr. Glauber is 57 years old and his
address is 79 John F. Kennedy Street, Cambridge,
Massachusetts 02138.
JAMES F. HENRY, Board Member. President of the CPR Institute for
Dispute Resolution, a non-profit organization principally
engaged in the development of alternatives to business
litigation. He was of counsel to the law firm of Lovejoy,
Wasson & Ashton from October 1975 to December 1976 and from
October 1979 to June 1983, and was a partner of that firm
from January 1977 to September 1979. He was President and a
director of the Edna McConnell Clark Foundation, a
philanthropic organization from September 1971 to December
1976. Mr. Henry is 65 years old and his address is c/o CPR
Institute for Dispute Resolution, 366 Madison Avenue, New
York, New York 10017.
ROSALIND GERSTEN JACOBS, Board Member. Director of Merchandise
and Marketing, Corporate Property Investors, a real estate
investment company. From 1974 to 1976, she was owner and
manager of a merchandise and marketing consulting firm.
Prior to 1974, she was a Vice President of Macy's, New York.
Mrs. Jacobs is 70 years old and her address is c/o Corporate
Property Investors, 305 East 47th Street, New York, New York
10017.
IRVING KRISTOL, Board Member. John M. Olin Distinguished Fellow
of the American Enterprise Institute for Public Policy
Research, co-editor of The Public Interest magazine, and an
author or co-editor of several books. From May 1981 to
December 1994, he was a consultant to the Manager on
economic matters; from 1969 to 1988, he was Professor of
Social Thought at the Graduate School of Business
Administration, New York University; from September 1969 to
August 1979, he was Henry R. Luce Professor of Urban Values
at New York University; from 1975 to 1990, he was a director
of Lincoln National Corporation, an insurance company; and
from 1977 to 1990, he was a director of Warner-Lambert
Company, a pharmaceutical and consumer products company.
Mr. Kristol is 76 years old and his address is c/o The
Public Interest, 1112 16th Street, N.W., Suite 530,
Washington, D.C. 20036.
DR. PAUL A. MARKS, Board Member. President and Chief Executive
Officer of Memorial Sloan-Kettering Cancer Center. He was
Vice President for Health Sciences and director of the
Cancer Center at Columbia University from 1973 to 1980, and
Professor of Medicine and of Human Genetics and Development
at Columbia University from 1968 to 1982. He is also a
director of Pfizer, Inc., a pharmaceutical company, Life
Technologies, Inc., a life science company providing
products for cell and molecular biology and microbiology,
and Tulerik, Inc., a biotechnology company, and a general
partner of LINC Venture Lease Partners II, L.P., a limited
partnership engaged in leasing. Dr. Marks is 69 years old
and his address is c/o Memorial Sloan-Kettering Cancer
Center, 1275 York Avenue, New York, New York 10021.
DR. MARTIN PERETZ, Board Member. Editor-in-Chief of The New
Republic magazine and a lecturer in Social Studies at
Harvard University where he has been a member of the faculty
since 1965. He is a trustee of The Center for Blood
Research at the Harvard Medical School and the Academy for
Liberal Education, an accrediting agency for colleges and
universities certified by the U.S. Department of Education;
and a director of Leukosite Inc., a biopharmaceutical
company. From 1988 to 1989, he was a director of Bank Leumi
Trust Company of New York; and from 1988 to 1991, he was a
director of Carmel Container Corporation. Dr. Peretz is 56
years old and his address is c/o The New Republic, 1220
19th Street, N.W., Washington, D.C. 20036.
BERT W. WASSERMAN, Board Member. Financial Consultant. From
January 1990 to March 1995, Executive Vice President and
Chief Financial Officer, and from January 1990 to March 1993
a director, of Time Warner Inc.; from 1981 to 1990, he was a
member of the office of the President and a director of
Warner Communications Inc.; and from to
he was a member of the Chemical Bank
National Advisory Board. He is also a director of The New
Germany Fund, Mountasia Entertainment International, Inc.,
the Lillian Vernon Corporation, Winstar Communications, Inc.
and International Discount Telecommunications Corp. Mr.
Wasserman is 63 years old and his address is 126 East 57th
Street, Suite 12 North, New York, New York 10022-3613.
The Board members, 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 Board members unless and until such time as less than a
majority of the Board members holding office have been elected by
shareholders, at which time the Board members then in office will
call a shareholders' meeting for the election of Board members.
Under the Act, shareholders of record of not less than two-thirds
of the outstanding shares of the Fund may remove a Board member
through a declaration in writing or by vote cast in person or by
proxy at a meeting called for that purpose. Board members are
required to call a meeting of shareholders for the purpose of
voting upon the question of removal of any such Board member when
requested in writing to do so by the shareholders of record of
not less than 10% of the Fund's outstanding shares.
For as long as the Fund's plan described in the section
captioned "Shareholder Services Plan" remains in effect, the
Board members of the Fund who are not "interested persons" of the
Fund, as defined in the 1940 Act, will be selected and nominated
by the Board Members who are not "interested persons" of the
Fund.
The Fund typically pays its Board members an annual retainer
and a per meeting fee and reimburses them for their expenses.
The Chairman of the Board receives an additional 25% of such
compensation. The aggregate amount of compensation paid to each
Board member by the Fund and by all other funds in the Dreyfus
Family of Funds for which such person is a Board member (the
number of which is set forth in parenthesis next to each Board
member's total compensation) for the year ended December 31,
1995, were as follows:
Total
Compensation from
Aggregate Fund and Fund
Name of Board Compensation from Complex Paid to
Member Fund* Board Members
- ------------------- ------------------ -----------------
Joseph S. DiMartino $7,656 $448,618 (93)
David P. Feldman $7,000 $113,783 (37)
John M. Fraser, Jr. $7,000 $ 58,606 (14)
Robert R. Glauber $7,000 $ 97,503 (20)
James F. Henry $7,000 $ 53,500 (10)
Rosalind Gersten Jacobs $7,000 $ 92,500 (20)
Irving Kristol $7,000 $ 53,500 (10)
Dr. Paul A. Marks $6,500 $ 49,427 (10)
Dr. Martin Peretz $7,000 $ 53,500 (10)
Bert W. Wasserman $7,000 $ 54,739 (10)
_______________________
* Amount does not include reimbursed expenses for attending
Board meetings, which amounted to $781 for all Board members
as a group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President, Chief
Executive Officer and Compliance Officer of the Distributor
and an officer of other investment companies advised or
administered by the Manager. From December 1991 to July
1994, she was President and Chief Compliance Officer of
Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc. Prior to December 1991,
she served as Vice President and Controller, and later as
Senior Vice President, of The Boston Company Advisors, Inc.
She is 38 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice
President, General Counsel and Secretary of the Distributor
and an officer of other investment companies advised or
administered by the Manager. From February 1992 to July
1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as
an Associate at Ropes & Gray. He is 31 years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior
Vice President of the Distributor and an officer of other
investment companies advised or administered by the Manager.
From 1988 to August 1994, he was manager of the High
Performance Fabric Division of Springs Industries Inc. He
is 34 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary. Vice
President and Associate General Counsel of the Distributor
and an officer of other investment companies advised or
administered by the Manager. From September 1992 to August
1994, he was an attorney with the Board of Governors of the
Federal Reserve System. He is 31 years old.
ELIZABETH A. BACHMAN. Vice President and Assistant Secretary.
Assistant Vice President of the Distributor and an officer
of other investment companies advised or administered by the
Manager. She is 26 years old.
JOSEPH S. TOWER, III, Assistant Treasurer. Senior Vice
President, Treasurer and Chief Financial Officer of the
Distributor and an officer of other investment companies
advised or administered by the Manager. From July 1988 to
August 1994, he was employed by The Boston Company, Inc.
where he held various management positions in the Corporate
Finance and Treasury areas. He is 33 years old.
JOHN J. PYBURN, Assistant Treasurer. Assistant Treasurer of the
Distributor and an officer of other investment companies
advised or administered by the Manager. From 1984 to July
1994, he held the position of Assistant Vice President in
the Mutual Fund Accounting Department of the Manager. He is
60 years old.
MARGARET M. PARDO, Assistant Secretary. Legal Assistant with the
Distributor and an officer of other investment companies
advised or administered by the Manager. From June 1992 to
April 1995, she was a Medical Coordination Officer at ORBIS
International. Prior to June 1992, she worked as Program
Coordinator at Physicians World Communications Group. She
is 27 years old.
The address of each officer of the Fund is 200 Park Avenue,
New York, New York 10166.
Board members and officers of the Fund, as a group, owned
less than 1% of the Fund's shares of outstanding on April 8,
1996.
The following shareholders are known by the Fund to own of
record 5% or more of the indicated series shares outstanding on
April 8, 1996:
Series Percentage of Shares
Money Market Series 6.43%
Blackdoll Inc.
10345 W. Olympic Blvd.
Los Angeles, CA 90064-2524
Government Securities Series 60.52%
Cudd & Co.
Chase Manhattan Bank
1211 Avenue of the Americas
New York, New York 10036
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 or (ii) vote of a majority (as
defined in the 1940 Act) of the outstanding voting securities of
such series, provided that in either event the continuance also
is approved by a majority of the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Fund or
the Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval. Shareholders approved the
Agreement on August 2, 1994. The Fund's Board, including a
majority of the Board members who are not "interested persons" of
any party to the Agreement, last voted to renew the Agreement at
a meeting held on March 11, 1996. As to each series, the
Agreement is terminable without penalty on 60 days' notice by the
Fund's Board or by vote of a majority of the outstanding voting
securities of such series or, on 90 days' notice, by the Manager.
The Agreement will terminate automatically, as to the relevant
series, in the event of its assignment (as defined in the 1940
Act).
The following persons are officers and/or directors of the
Manager: Howard Stein, Chairman of the Board and Chief Executive
Officer; W. Keith Smith, Vice Chairman of the Board; Christopher
M. Condron, President, Chief Operating Officer and a director;
Stephen E. Canter, Vice Chairman, Chief Investment Officer and a
director; Lawrence S. Kash, Vice Chairman-Distribution and a
director; Philip L. Toia, Vice Chairman-Operations and
Administration and a director; William T. Sandalls, Jr., Senior
Vice President and Chief Financial Officer; Barbara E. Casey,
Vice President-Dreyfus Retirement Services; Elie M. Genadry, Vice
President-Institutional Sales; William F. Glavin, Jr., Vice
President-Corporate Development ; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Mary Beth Leibig, Vice President-
Human Resources; Jeffrey N. Nachman, Vice President-Mutual Fund
Accounting; Andrew S. Wasser, Vice President-Information
Services; Maurice Bendrihem, Controller; Elvira Oslapas,
Assistant Secretary; and Mandell L. Berman, Frank V. Cahouet,
Alvin E. Friedman, Lawrence M. Greene and Julian M. Smerling,
directors.
The Manager manages the Fund's portfolio of investments in
accordance with the stated policies of the Fund, subject to the
approval of the Fund's Board. The Manager is responsible for
investment decisions and provides the Fund with portfolio
managers who are authorized by the Board to execute purchases and
sales of securities. The Fund's portfolio managers are Bernard
W. Kiernan, Jr., Garitt Kono and Patricia A. Larkin. The Manager
also maintains a research department with a professional staff of
portfolio managers and securities analysts who provide research
services for the Fund as well as for other funds advised by the
Manager. All purchases and sales of securities for each series
are reported for the Board's review at the meeting subsequent to
such transactions.
The Manager maintains office facilities, on behalf of the
Fund, and furnishes statistical and research data, clerical help,
accounting, data processing, bookkeeping and internal auditing
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.
All expenses incurred in the operation of the Fund are borne
by the Fund, except to the extent specifically assumed by the
Manager. The expenses borne by the Fund include: taxes,
interest, brokerage fees and commissions, if any, fees of Board
members who are not officers, directors, employees, or holders of
5% or more of the outstanding voting securities of the Manager,
Securities and Exchange Commission fees, state Blue Sky
qualification fees, advisory fees, charges of registrars and
custodians, transfer and dividend disbursing agents' fees,
outside auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, all costs of
insurance obtained other than under a blanket policy covering one
or more other investment companies managed by the Manager, costs
attributable to investor services (including, allocable telephone
and personnel expenses), costs of shareholders' reports and
meetings, costs of preparing and printing prospectuses for
regulatory purposes and for distribution to existing shareholders
and any extraordinary expenses. Expenses attributable to a
particular series are charged against the assets of that series;
other expenses of the Fund are allocated between the series on
the basis determined by the Board members, including, but not
limited to, proportionately in relation to the net assets of each
series.
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, 1993, 1994 and 1995 amounted to $1,876,774,
$1,745,382 and $1,732,707, respectively. The management fees
paid by the Government Securities Series to the Manager for the
fiscal years ended December 31, 1993, 1994 and 1995 amounted to
$844,481, $581,006 and $770,698, 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.
PURCHASE OF SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"How to Buy Shares."
The Distributor. The Distributor serves as the Fund's
distributor on a best efforts basis pursuant to an agreement
which is renewable annually. The Distributor also acts as
distributor for the other funds in the Dreyfus Family of Funds
and for certain other investment companies. In some states,
banks or other institutions effecting transactions in Fund shares
may be required to register as dealers pursuant to state law.
Using Federal Funds. Dreyfus Transfer, Inc., the Fund's
transfer and dividend disbursing agent (the "Transfer Agent"), or
the Fund may attempt to notify the investor upon receipt of
checks drawn on banks that are not members of the Federal Reserve
System as to the possible delay in conversion into Federal Funds
and may attempt to arrange for a better means of transmitting the
money. If the investor is a customer of a securities dealer,
bank or other financial institution and his order to purchase
Fund shares is paid for other than in Federal Funds, the
securities dealer, bank or other financial institution, acting on
behalf of its customer, will complete the conversion into, or
itself advance, Federal Funds generally on the business day
following receipt of the customer order. The order is effective
only when so converted and received by the Transfer Agent. An
order for the purchase of Fund shares placed by an investor with
a sufficient Federal Funds or cash balance in his brokerage
account with a securities dealer, bank or other financial
institution will become effective on the day that the order,
including Federal Funds, is received by the Transfer Agent.
Procedures for Multiple Accounts. The Transfer Agent will
provide each institution with a written confirmation for each
transaction in a sub-account. Duplicate confirmations may be
transmitted to the beneficial owner of the sub-account at no
additional charge. Upon receipt of funds for 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.
There is no sales or service charge by the Fund or the
Distributor although investment dealers, banks and other
financial institutions may make reasonable charges to investors
for their services. The services provided and the applicable
fees are established by each dealer or other institution acting
independently of the Fund. The Fund has been given to understand
that these fees may be charged for customer services including,
but not limited to, same-day investment of client funds; same-day
access to client funds; advice to customers about the status of
their accounts, yield currently being paid or income earned to
date; provision of periodic account statements showing security
and money market positions; other services available from the
dealer, bank or other institution; and assistance with inquiries
related to their investment. Any such fees will be deducted
monthly from the investor's account, which on smaller accounts
could constitute a substantial portion of distributions. Small,
inactive, long-term accounts involving monthly service charges
may not be in the best interest of investors. Investors should
be aware that they may purchase shares of the Fund directly from
the Fund without imposition of any maintenance or service
charges, other than those already described herein.
Reopening an Account. An investor may reopen an account
with a minimum investment of $100 without filing a new Account
Application during the calendar year the account is closed or
during the following calendar year, provided the information on
the old Account Application is still applicable.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services Plan."
The Fund has adopted a Shareholder Services Plan (the
"Plan") pursuant to which the Fund reimburses Dreyfus Service
Corporation for certain allocated expenses of providing personal
services and/or maintaining shareholder accounts. The services
provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services
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 Board members for their review. In addition, the
Plan provides that material amendments of the Plan must be
approved by the Board and by the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Fund and
have no direct or indirect financial interest in the operation of
the Plan by vote cast in person at a meeting called for the
purpose of considering such amendments. The Plan is subject to
annual approval by such vote of the Board members cast in person
at a meeting called for the purpose of voting on the Plan. The
Plan was last so approved on March 13, 1995. The Plan is
terminable at any time by vote of a majority of the Board members
who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Plan.
The fees paid by the Money Market Series and the Government
Securities Series pursuant to the Plan for the fiscal year ended
December 31, 1995 amounted to $39,030 and $74,515, respectively.
REDEMPTION OF SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"How to Redeem Shares."
Check Redemption Privilege. An investor may indicate on the
Account Application, Shareholder Service Form or by later written
request that the Fund provide Redemption Checks ("Checks") drawn
on the investor's Fund account. Checks will be sent only to the
registered owner(s) of the account and only to the address of
record. The Account Application or later written request must be
manually signed by the registered owner(s). Checks may be made
payable to the order of any person in an amount of $500 or more.
When a Check is presented to the Transfer Agent for payment, the
Transfer Agent, as the investor's agent, will cause the Fund to
redeem a sufficient number of shares in the investor's account to
cover the amount of the Check. Dividends are earned until the
Check clears. After clearance, a copy of the Check will be
returned to the investor. Shareholders generally will be subject
to the same rules and regulations that apply to checking
accounts, although the election of this Privilege creates only a
shareholder-transfer agent relationship with the Transfer Agent.
If the amount of the Check is greater than the value of the
shares in the investor's account, the Check will be returned
marked insufficient funds. Checks should not be used to close an
account.
Wire Redemption Privilege. By using this Privilege, the
investor authorizes the Transfer Agent to act on wire or
telephone redemption instructions from any person representing
himself or herself to be the investor and reasonably believed by
the Transfer Agent to be genuine. Ordinarily, the Fund will
initiate payment for shares redeemed pursuant to this Privilege
on the same business day if the redemption request is received by
the Transfer Agent in proper form prior to 12:00 Noon, New York
time, on such day; otherwise, the Fund will initiate payment on
the next business day. Redemption proceeds ($1,000 minimum) will
be transferred by Federal Reserve wire only to the commercial
bank account specified by the investor on the Account Application
or Shareholder Services Form, or to a correspondent bank if the
investor's bank is not a member of the Federal Reserve System.
Fees ordinarily are imposed by such bank and usually are borne by
the investor. Immediate notification by the correspondent bank
to the investor's bank is necessary to avoid a delay in crediting
the funds to the investor's bank account.
Investors with access to telegraphic equipment may wire
redemption requests to the Transfer Agent by employing the
following transmittal code which may be used for domestic or
overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic
equipment may have the wire transmitted by contacting a TRT
Cables operator at 1-800-654-7171, toll free. Investors should
advise the operator that the above transmittal code must be used
and should also inform the operator of the Transfer Agent's
answer back sign.
To change the commercial bank or account designated to
receive redemption proceeds, a written request must be sent to
the Transfer Agent. This request must be signed by each
shareholder, with each signature guaranteed as described below
under "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 Fund's Board reserves the right to make payments
in whole or part in securities or other assets of the relevant
series in case of an emergency or any time a cash distribution
would impair the liquidity of such series to the detriment of the
existing shareholders. In such event, the securities would be
valued in the same manner as the series' portfolio is valued. If
the recipient sold such securities, brokerage charges would be
incurred.
Suspension of Redemptions. The right of redemption may be
suspended or the date of payment postponed (a) during any periods
when the New York Stock Exchange is closed (other than customary
weekend and holiday closings), (b) when trading in the markets
the Fund ordinarily utilizes is restricted, or when an emergency
exists as determined by the Securities and Exchange Commission so
that disposal of the Fund's investments or determination of its
net asset value is not reasonably practicable, or (c) for such
other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in 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.
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 Fund's
portfolio managers in their best judgment. The primary
consideration is prompt and effective execution of orders at the
most favorable price. Subject to that primary consideration,
dealers may be selected for research, statistical or other
services to enable the Manager to supplement its own research and
analysis with the views and information of other securities
firms.
Research services furnished by brokers through which the
Fund effects securities transactions may be used by the Manager
in advising other funds it advises and, conversely, research
services furnished to the Manager by brokers in connection with
other funds the Manager advises may be used by the Manager in
advising the Fund. Although it is not possible to place a dollar
value on these services, it is the opinion of the Manager that
the receipt and study of such services should not reduce the
overall expenses of its research department.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"How to Buy Shares."
Amortized Cost Pricing. The valuation of the Fund's
portfolio securities is based upon their amortized cost which
does not take into account unrealized gains or losses. This
involves valuing an instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method
provides certainty in valuation, it may result in periods during
which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.
The Fund's Board has established, as a particular
responsibility within the overall duty of care owed to the Fund's
investors, procedures reasonably designed to stabilize the Fund's
price per share as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of the
Fund's portfolio holdings by the Board, at such intervals as it
may deem appropriate, to determine whether the Fund's net asset
value calculated by using available market quotations or market
equivalents deviates from $1.00 per share based on amortized
cost. In such review, investments for which market quotations
are readily available will be valued at the most recent bid price
or yield equivalent for such securities or for securities of
comparable maturity, quality and type, as obtained from one or
more of the major market makers for the securities to be valued.
Other investments and assets will be valued at fair value as
determined in good faith by the Board.
The extent of any deviation between the Fund's net asset
value based upon available market quotations or market
equivalents and $1.00 per share based on amortized cost will be
examined by the Fund's Board. If such deviation exceeds 1/2 of
1%, the Board will consider promptly what action, if any, will be
initiated. In the event the Board determines that a deviation
exists which may result in material dilution or other unfair
results to investors or existing shareholders, it has agreed to
take such corrective action as it regards as necessary and
appropriate, including: selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average
portfolio maturity; withholding dividends or paying distributions
from capital or capital gains; redeeming shares in kind; or
establishing a net asset value per share by using available
market quotations.
New York Stock Exchange and Transfer Agent Closings. The
holidays (as observed) on which the New York Stock Exchange and
the Transfer Agent are closed currently are: New Year's Day,
Presidents' Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas. In addition, the New York Stock
Exchange is closed on Good Friday.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in Fund's Prospectus entitled
"Dividends, Distributions and Taxes."
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain or loss. However,
all or a portion of any gains realized from the sale or other
disposition of certain market discount bonds will be treated as
ordinary income under Section 1276 of the Internal Revenue Code
of 1986, as amended.
YIELD INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Yield Information."
For the seven-day period ended December 31, 1995, the Money
Market Series' yield was 5.10% and its effective yield was 5.23%.
For the seven-day period ended December 31, 1995, the Government
Securities Series' yield was 5.06% and its effective yield was
5.19%. 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.
From time to time, the Fund in its advertising and sales
literature may refer to the growth of assets managed or
administered by the Manager over certain time periods.
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.
Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted under the provisions of the 1940 Act or
applicable state law or otherwise, to the holders of the
outstanding voting securities of an investment company such as
the Fund will not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding
shares of each series affected by such matter. Rule 19f-2
further provides that a series shall be deemed to be affected by
a matter unless it s 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.
The Fund sends annual and semi-annual financial statements
to all its shareholders.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN,
COUNSEL AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the
Manager, P.O. Box 9671, Providence, Rhode Island 02940-9671, is
the Fund's transfer and dividend disbursing agent. Under a
transfer agency agreement with the Fund, the Transfer Agent
arranges for the maintenance of shareholder account records for
the Fund, the handling of certain communications between
shareholders and the Fund and the payment of dividends and
distributions payable by the Fund. For these services, the
Transfer Agent receives a monthly fee computed on the basis of
the number of shareholder accounts it maintains for the Fund
during the month, and is reimbursed for certain out-of-pocket
expenses. The Bank of New York, 90 Washington Street, New York,
New York 10286, 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
Transfer Agent, The Bank of New York and First Interstate Bank of
California have no part in determining the investment policies of
the Fund or which securities are to be purchased or sold by the
Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New
York 10004-2696, as counsel for the Fund, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares being sold
pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York
10019, independent auditors, have been selected as auditors of
the Fund.
APPENDIX
Description of the two highest commercial paper, bond and
other short- and long-term rating categories assigned by Standard
& Poor's Ratings Group, a division of The McGraw- Hill Companies,
Inc. ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch
Investors Service, L.P. ("Fitch"), Duff & Phelps Credit Rating
Co. ("Duff"), IBCA Limited and IBCA Inc. ("IBCA") and Thomson
BankWatch, Inc. ("BankWatch"):
Commercial Paper and Short-Term Ratings
The designation A-1 by S&P indicates that the degree of
safety regarding timely payment is either overwhelming or very
strong. Capacity for timely payment on issues with an A-2
designation is strong. However, the relative degree of safety is
not as high as for issues designated A-1. Those issues
determined to possess overwhelming safety characteristics are
denoted with a plus sign (+) designation.
The rating Prime-1 (P-1) is the highest commercial paper
rating assigned by Moody's. Issuers of P-1 paper must have a
superior capacity for repayment of short-term promissory
obligations, and ordinarily will be evidenced by leading market
positions in well established industries, high rates of return on
funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad
margins in earnings coverage of fixed financial charges and high
internal cash generation, and well established access to a range
of financial markets and assured sources of alternate liquidity.
Issues rated Prime-2 (P-2) have a strong capacity for repayment
of short-term promissory obligations. This ordinarily will be
evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound,
will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
The rating Fitch-1 (Highest Grade) is the highest commercial
paper rating assigned by Fitch. Paper rated Fitch-1 is regarded
as having the strongest degree of assurance for timely payment.
The rating Fitch-2 (Very Good Grade) is the second highest
commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the
strongest issues.
The rating Duff-1 is the highest commercial paper rating
assigned by Duff. Paper rated Duff-1 is regarded as having very
high certainty of timely payment with excellent liquidity factors
which are supported by ample asset protection. Risk factors are
minor. Paper rated Duff-2 is regarded as having good certainty
of timely payment, good access to capital markets and sound
liquidity factors and company fundamentals. Risk factors are
small.
The designation A1 by IBCA indicates that the obligation is
supported by a very strong capacity for timely repayment. Those
obligations rated A1+ are supported by the highest capacity for
timely repayment. Obligations rated A2 are supported by a strong
capacity for timely repayment, although such capacity may be
susceptible to adverse changes in business, economic or financial
conditions.
The rating TBW-1 is the highest short-term obligation rating
assigned by BankWatch. Obligations rated TBW-1 are regarded as
having the strongest capacity for timely repayment. Obligations
rated TBW-2 are supported by a strong capacity for timely
repayment, although the degree of safety is not as high as for
issues rated TBW-1.
Bond and Long-Term Ratings
Bonds rated AAA are considered by S&P to be the highest
grade obligations and possess an extremely strong capacity to pay
principal and interest. Bonds rated AA by S&P are judged by S&P
to have a very strong capacity to pay principal and interest, and
in the majority of instances, differ only in small degree from
issues rated AAA. The rating AA may be modified by the addition
of a plus or minus sign to show relative standing within the
rating category.
Bonds rated Aaa are judged by Moody's to be of the best
quality. Bonds rated Aa by Moody's are judged by Moody's to be
of high quality by all standards. Together with the Aaa group,
they comprise what are generally known as high-grade bonds.
Bonds rated Aa are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuations of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat
larger. Moody's applies the numerical modifiers 1, 2 and 3 in
the Aa rating category. The modifier 1 indicates a ranking for
the security in the higher end of this rating category, the
modifier 2 indicates a mid-range ranking and the modifier 3
indicates a ranking in the lower end of the rating category.
Bonds rated AAA by Fitch are judged by Fitch to be strictly
high-grade, broadly marketable and suitable for investment by
trustees and fiduciary institutions and liable to but slight
market fluctuation other than through changes in the money rate.
The prime feature of an AAA bond is a showing of earnings several
times or many times interest requirements, with such stability of
applicable earnings that safety is beyond reasonable question
whatever changes occur in conditions. Bonds rated AA by Fitch
are judged by Fitch to be of safety virtually beyond question and
are readily salable, whose merits are not unlike those of the AAA
class, but whose margin of safety is less strikingly broad. The
issue may be the obligation of a small company, strongly secured
but influenced as to rating by the lesser financial power of the
enterprise and more local type of market.
Bonds rated AAA by Duff are considered to be of the highest
credit quality. The risk factors are negligible, being only
slightly more than U.S. Treasury debt. Bonds rated AA are
considered to be of high credit quality with strong protection
factors. Risk is modest but may vary slightly from time to time
because of economic conditions.
Obligations rated AAA by IBCA have the lowest expectation of
investment risk. Capacity for timely repayment of principal and
interest is substantial, such that adverse changes in business,
economic or financial conditions are unlikely to increase
investment risk significantly. Obligations rated AA by IBCA have
a very low expectation of investment risk. Capacity for timely
repayment of principal and interest is substantial. Adverse
changes in business, economic or financial conditions may
increase investment risk albeit not very significantly.
IBCA also assigns a rating to certain international and U.S.
banks. An IBCA bank rating represents IBCA's current assessment
of the strength of the bank and whether such bank would receive
support should it experience difficulties. In its assessment of
a bank, IBCA uses a dual rating system comprised of Legal Ratings
and Individual Ratings. In addition, IBCA assigns banks long-
and short-term ratings as used in the corporate ratings discussed
above. Legal Ratings, which range in gradations from 1 through
5, address the question of whether the bank would receive support
provided by central banks or shareholders if it experienced
difficulties, and such ratings are considered by IBCA to be a
prime factor in its assessment of credit risk. Individual
Ratings, which range in gradations from A through E, represent
IBCA's assessment of a bank's economic merits and address the
question of how the bank would be viewed if it were entirely
independent and could not rely on support from state authorities
or its owners.
In addition to ratings of short-term obligations, BankWatch
assigns a rating to each issuer it rates, in gradations of A
through E. BankWatch examines all segments of the organization
including, were applicable, the holding company, member banks or
associations, and other subsidiaries. In those instances where
financial disclosure is incomplete or untimely, a qualified
rating (QR) is assigned to the institution. BankWatch also
assigns, in the case of foreign banks, a country rating which
represents a assessment of the overall political and economic
stability of the country in which the bank is domiciled.
<TABLE>
<CAPTION>
DREYFUS INSTITUTIONAL MONEY MARKET FUND, MONEY MARKET SERIES
STATEMENT OF INVESTMENTS DECEMBER 31, 1995
PRINCIPAL
COMMERCIAL PAPER-44.0% AMOUNT VALUE
_______ _______
<S> <C> <C>
Den Danske Corp. Inc.
5.52%-5.88%, 1/19/96-6/12/96............................................ $ 20,000,000 $19,783,443
Ford Motor Credit Co.
5.67%-6.33%, 1/9/96-7/22/96............................................. 19,000,000 18,824,218
General Electric Capital Corp.
5.38%-5.58%, 6/12/96-6/24/96............................................ 20,000,000 19,505,210
General Electric Capital Services Inc.
5.38%-5.64%, 4/25/96-6/24/96............................................ 20,000,000 19,608,618
General Motors Acceptance Corp.
5.38%-5.73%, 2/16/96-9/23/96............................................ 21,000,000 20,587,077
Generale Bank Inc.
5.68%, 1/10/96.......................................................... 10,000,000 9,986,200
Lehman Brothers Holdings Inc.
5.65%, 5/10/96 (a)...................................................... 5,000,000 5,000,000
Merrill Lynch & Co. Inc.
5.56%, 3/29/96.......................................................... 15,000,000 14,799,067
Mitsubishi Motors Credit of America
6.06%, 1/19/96 (b)...................................................... 7,000,000 6,979,175
NationsBank Corp.
5.61%, 5/28/96.......................................................... 10,000,000 9,775,533
Sears Roebuck Acceptance Corp.
5.81%, 2/8/96........................................................... 15,000,000 14,909,750
SwedBank Inc.
5.58%, 3/15/96.......................................................... 8,000,000 7,909,391
Toronto-Dominion Holdings USA Inc.
5.76%, 1/17/96.......................................................... 9,000,000 8,977,600
______
TOTAL COMMERCIAL PAPER
(cost $176,645,282)..................................................... $176,645,282
=======
CORPORATE NOTES-10.5%
Avco Financial Services Inc.
5.78%, 4/1/96 (a)....................................................... $ 5,000,000 $ 5,000,000
Bear Stearns Companies Inc.
5.23%, 1/26/96 (a)...................................................... 12,000,000 12,000,000
Comerica Bank
5.64%, 7/26/96 (a)...................................................... 15,000,000 14,999,629
Lehman Brothers Holdings Inc.
5.69%, 5/16/96 (a)...................................................... 10,000,000 10,007,676
______
TOTAL CORPORATE NOTES
(cost $42,007,305)...................................................... $42,007,305
=======
DREYFUS INSTITUTIONAL MONEY MARKET FUND, MONEY MARKET SERIES
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1995
PRINCIPAL
SHORT-TERM BANK NOTES 10.4% AMOUNT VALUE
_______ _______
Banc One Corp.
6%, 9/12/96............................................................. $ 4,000,000 $ 4,000,000
Comerica Bank
5.65%, 9/18/96 (a)...................................................... 3,000,000 2,998,699
First National Bank of Boston
5.71%, 7/10/96 (a)...................................................... 5,000,000 5,000,000
Fleet Bank of New York N.A.
5.78%, 2/9/96........................................................... 10,000,000 10,000,000
Morgan Guaranty Trust Co.
5.95%, 7/18/96.......................................................... 15,000,000 15,000,000
PNC Bank NA
5.50%, 9/18/96.......................................................... 5,000,000 5,002,634
______
TOTAL SHORT-TERM BANK NOTES
(cost $42,001,333)...................................................... $ 42,001,333
=======
U.S. GOVERNMENT AGENCIES-22.4%
Federal Farm Credit Banks
Floating Rate Notes
5.58%-5.67%, 11/7/96-10/23/98 (a)....................................... $ 80,000,000 $79,899,812
Federal National Mortgage Association
Floating Rate Notes
5.86%, 10/18/96 (a)..................................................... 10,000,000 9,995,389
______
TOTAL U.S. GOVERNMENT AGENCIES
(cost $89,895,201)...................................................... $ 89,895,201
=======
TIME DEPOSITS-.6%
Republic National Bank of New York (London)
3%, 1/2/96
(cost $2,589,000)....................................................... $ 2,589,000 $ 2,589,000
=======
REPURCHASE AGREEMENTS-11.9%
Barclays de Zoette Wedd Securities Inc.
4.50%, dated 12/29/95, due 1/2/96 in the amount of
$13,006,500 (fully collateralized by $12,835,000
U.S. Treasury Notes 7.50% due 2/29/96, value $13,205,769)............... $ 13,000,000 $ 13,000,000
Lehman Government Securities, Inc.
5.83%, dated 12/29/95, due 1/2/96 in the amount of
$35,022,672 (fully collateralized by $33,925,000
U.S. Treasury Notes 7.875% due 6/30/96, value $35,695,461).............. 35,000,000 35,000,000
______
TOTAL REPURCHASE AGREEMENTS
(cost $48,000,000)...................................................... $ 48,000,000
=======
DREYFUS INSTITUTIONAL MONEY MARKET FUND, MONEY MARKET SERIES
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1995
VALUE
_______
TOTAL INVESTMENTS
(cost $401,138,121) ...................................... 99.8% $401,138,121
==== =======
CASH AND RECEIVABLES (NET) ................................... .2% $ 894,311
==== =======
NET ASSETS ............................................. 100.0% $402,032,432
==== =======
NOTES TO STATEMENT OF INVESTMENTS:
(a) Variable interest rate-subject to periodic change.
(b) Backed by an irrevocable letter of credit.
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS INSTITUTIONAL MONEY MARKET FUND, GOVERNMENT SECURITIES SERIES
STATEMENT OF INVESTMENTS DECEMBER 31, 1995
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. TREASURY BILLS-39.5% PURCHASE AMOUNT VALUE
______ _______ _______
<S> <C> <C> <C>
2/8/96..................................................... 5.48% $ 5,000,000 $ 4,971,975
4/4/96..................................................... 5.48 10,000,000 9,860,567
5/30/96.................................................... 5.61 5,000,000 4,887,500
7/25/96.................................................... 5.70 10,000,000 9,691,000
8/22/96.................................................... 5.87 10,000,000 9,639,575
10/17/96................................................... 5.61 5,000,000 4,786,125
11/14/96................................................... 5.46 5,000,000 4,771,437
______
TOTAL U.S. TREASURY BILLS (cost $48,608,179)................... $ 48,608,179
=======
U.S. TREASURY NOTES-12.2%
4%, 1/31/96................................................ 4.94% $ 5,000,000 $ 4,995,383
7.375%, 5/15/96............................................ 5.41 10,000,000 10,068,293
______
TOTAL U.S. TREASURY NOTES (cost $15,063,676)................... $ 15,063,676
=======
REPURCHASE AGREEMENTS-48.5%
Aubrey G. Lanston & Co. Inc.
dated 12/29/95, due 1/2/96 in the amount of $14,009,178
(fully collateralized by $5,790,000 U.S. Treasury
Notes 7.875% due 7/15/96 and $7,895,000 U.S. Treasury
Notes 7.75% due 3/31/1996, value $14,180,508).............. 5.90% $ 14,000,000 $ 14,000,000
Barclays de Zoette Wedd Securities Inc.
dated 12/29/95, due 1/2/96 in the amount of $4,877,438
(fully collateralized by $4,965,000 U.S. Treasury
Notes 4.375% due 11/15/96, value $4,957,958)............... 4.50 4,875,000 4,875,000
Goldman, Sachs & Co.
dated 12/29/95, due 1/2/96 in the amount of $10,006,478
(fully collateralized by $9,935,000 U.S. Treasury
Notes 7.50% due 2/29/96, value $10,227,381)................ 5.83 10,000,000 10,000,000
Morgan Stanley & Co. Inc.
dated 12/29/95, due 1/2/96 in the amount of $14,009,131
(fully collateralized by $13,820,000 U.S. Treasury
Notes 7.50% due 2/29/96, value $14,226,714)................ 5.87 14,000,000 14,000,000
SBC Capital Corp.
dated 12/29/95, due 1/2/96 in the amount of $16,824,819
(fully collateralized by $13,950,000 U.S. Treasury
Notes 6.875% due 10/31/96 and $3,005,000 U.S. Treasury
Bills due 11/14/96, value $17,167,239)..................... 5.79 16,814,000 16,814,000
______
TOTAL REPURCHASE AGREEMENTS (cost $59,689,000)................. $ 59,689,000
=======
TOTAL INVESTMENTS (cost $123,360,855)............... 100.2% $123,360,855
==== =======
LIABILITIES, LESS CASH AND RECEIVABLES.............. (.2%) $ (189,550)
==== =======
NET ASSETS.......................................... 100.0% $123,171,305
==== =======
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS INSTITUTIONAL MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1995
MONEY GOVERNMENT
MARKET SECURITIES
SERIES SERIES
______ ______
<S> <C> <C>
ASSETS:
Investments in securities, at value (including repurchase agreements
of $48,000,000 and $59,689,000 for the Money Market Series
and the Government Securities Series, respectively)-Note 2(a,b)...... $401,138,121 $123,360,855
Interest receivable.................................................... 2,193,599 207,455
Prepaid expenses....................................................... 19,054 4,408
______ ______
403,350,774 123,572,718
______ ______
LIABILITIES:
Due to The Dreyfus Corporation and subsidiaries........................ 162,492 80,878
Due to Custodian....................................................... 1,037,896 268,683
Accrued expenses....................................................... 117,954 51,852
______ ______
1,318,342 401,413
______ ______
NET ASSETS .................................................... $402,032,432 $123,171,305
======= =======
REPRESENTED BY:
Paid-in capital........................................................ $402,124,292 $123,252,981
Accumulated net realized (loss) on investments......................... (91,860) (81,676)
______ ______
NET ASSETS at value applicable to 402,124,292 and 123,252,981 shares
outstanding (unlimited number of $.001 par value shares of
Beneficial Interest authorized)........................................ $402,032,432 $123,171,305
======= =======
NET ASSET VALUE, offering and redemption price per share:
Money Market Series
($402,032,432 / 402,124,292 shares).................................. $1.00
===
Government Securities Series
($123,171,305 / 123,252,981 shares).................................. $1.00
===
See notes to financial statements.
DREYFUS INSTITUTIONAL MONEY MARKET FUND
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1995
GOVERNMENT
MONEY MARKET SECURITIES
SERIES SERIES
______ ______
INVESTMENT INCOME:
INTEREST INCOME......................................................... $ 20,949,091 $ 9,062,233
______ ______
EXPENSES-Note 2(c):
Management fee-Note 3(a).............................................. $ 1,732,707 $ 770,698
Shareholder servicing costs-Note 3(b)................................. 140,612 94,344
Custodian fees........................................................ 89,827 65,754
Professional fees..................................................... 87,528 22,858
Trustees' fees and expenses-Note 3(c)................................. 48,825 19,546
Registration fees..................................................... 28,867 11,262
Prospectus and shareholders' reports.................................. 5,606 3,149
Miscellaneous......................................................... 1,540 7,397
______ ______
TOTAL EXPENSES.................................................... 2,135,512 995,008
______ ______
INVESTMENT INCOME-NET....................................................... 18,813,579 8,067,225
NET REALIZED GAIN ON INVESTMENTS-Note 2(b).................................. 155,073 41,000
______ ______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $ 18,968,652 $ 8,108,225
======= ======
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS INSTITUTIONAL MONEY MARKET FUND
STATEMENT OF CHANGES IN NET ASSETS
MONEY MARKET SERIES GOVERNMENT SECURITIES SERIES
_________________ _________________
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
_________________ _________________
1994 1995 1994 1995
_______ _______ _______ _______
<S> <C> <C> <C> <C>
OPERATIONS:
Investment income-net.............. $ 12,528,629 $18,813,579 $ 3,946,457 $ 8,067,225
Net realized gain (loss) on investments (11,498) 155,073 8,900 41,000
_______ _______ _______ _______
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS.... 12,517,131 18,968,652 3,955,357 8,108,225
_______ _______ _______ _______
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net.............. (12,528,629) (18,813,579) (3,946,457) (8,067,225)
_______ _______ _______ _______
BENEFICIAL INTEREST TRANSACTIONS
($1.00 per share):
Net proceeds from shares sold...... 3,974,164,559 4,216,643,080 451,323,605 553,280,575
Dividends reinvested............... 2,001,825 2,451,545 1,142,313 2,467,638
Cost of shares redeemed............ (3,967,506,908) (4,180,042,611) (466,767,213) (552,899,065)
_______ _______ _______ _______
INCREASE (DECREASE) IN NET ASSETS FROM
BENEFICIAL INTEREST TRANSACTIONS 8,659,476 39,052,014 (14,301,295) 2,849,148
_______ _______ _______ _______
TOTAL INCREASE (DECREASE) IN
NET ASSETS................. 8,647,978 39,207,087 (14,292,395) 2,890,148
NET ASSETS:
Beginning of year.................. 354,177,367 362,825,345 134,573,552 120,281,157
_______ _______ _______ _______
End of year........................ $ 362,825,345 $ 402,032,432 $ 120,281,157 $ 123,171,305
======== ========= ========= =========
</TABLE>
See notes to financial statements.
DREYFUS INSTITUTIONAL MONEY MARKET FUND, MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Fund's Prospectus dated May 1, 1996.
See notes to financial statements.
DREYFUS INSTITUTIONAL MONEY MARKET FUND, GOVERNMENT SECURITIES SERIES
FINANCIAL HIGHLIGHTS (CONTINUED)
Reference is made to page 4 of the Fund's Prospectus dated May 1, 1996.
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. Premier Mutual Fund
Services, Inc. (the "Distributor") acts as the distributor of the Fund's
shares, which are sold to the public without a sales charge. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of FDI Distribution Services, Inc., a provider of mutual fund
administration services, which in turn is a wholly-owned subsidiary of FDI
Holdings, Inc., the parent company of which is Boston Institutional Group,
Inc. The Dreyfus Corporation ("Manager") serves as the Fund's investment
adviser. The Manager is a direct subsidiary of Mellon Bank, N.A.
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00 for each series; the Fund has adopted certain investment,
portfolio valuation and dividend and distribution policies to enable it to do
so. There is no assurance, however, that the Fund will be able to maintain a
stable net asset value of $1.00.
NOTE 2-SIGNIFICANT ACCOUNTING POLICIES:
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost, which
has been determined by the Fund's Board of 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 agreements, must have an aggregate market
value greater than or equal to the repurchase price plus accrued interest at
all times. If the value of the underlying securities falls below the value of
the repurchase price plus accrued interest, the Fund will require the seller
to deposit additional collateral by the next business day. If the request for
additional collateral is not met, or the seller defaults on its repurchase
obligation, the Fund maintains the right to sell the underlying securities at
market value and may claim any resulting loss against the seller.
(C) EXPENSES: Expenses directly attributable to each series are charged
to that series' operations; expenses which are applicable to both series are
allocated 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.
(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
DREYFUS INSTITUTIONAL MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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 $92,000 available for Federal income tax purposes to be applied
against future net securities profits, if any, realized subsequent to
December 31, 1995. If not applied, $80,000 of the carryover expires in 1996
and $12,000 expires in 2002.
The Government Securities Series has an unused capital loss carryover of
approximately $82,000 available for Federal income tax purposes to be applied
against future net securities profits, if any, realized subsequent to
December 31, 1995. If not applied, $18,000 of the carryover expires in 1996
and $64,000 expires in 1997.
At December 31, 1995, the cost of investments of each series for Federal
income tax purposes was substantially the same as the cost for financial
reporting purposes (see the Statement of Investments).
NOTE 3-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee for each series is computed at the annual rate of .50 of
1% of the average daily value of the net assets of each series and is payable
monthly.
The Agreement provides for an expense reimbursement from the Manager
should the aggregate expenses of either series, exclusive of taxes, interest
on borrowings, brokerage commissions and extraordinary expenses, exceed 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 (excluding distribution expenses and certain expenses as
described above) exceed 21\2% of the first $30 million, 2% of the next $70
million and 11\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, 1995.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. With respect to the Money Market Series and the Government
Securities Series, such compensation amounted to $4,363 and $566,
respectively, for the period from December 1, 1995 through December 31, 1995.
(B) Pursuant to the Fund's Shareholder Services Plan, each series
reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of the
Manager, an amount not to exceed an annual rate of .25 of 1% of the value of
a 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. During the year ended December 31, 1995,
the Money Market Series and the Government Securities Series were charged an
aggregate of $39,030 and $74,515, respectively, pursuant to the Shareholder
Services Plan.
(C) Each trustee who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $4,500 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.
DREYFUS 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, 1995, and the related
statement of operations for the year then ended, the statement of changes in
net assets for each of the two years in the period then ended, and financial
highlights for each of the years indicated therein. These financial statements
and financial highlights are the responsibility of the Fund's management.
Our responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1995 by correspondence with the custodians
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of each of the respective series constituting the Dreyfus
Institutional Money Market Fund at December 31, 1995, the results of their
operations for the year then ended, the changes in their net assets for each
of the two years in the period then ended, and the financial highlights for
each of the indicated years, in conformity with generally accepted accounting
principles.
[Ernst and Young LLP signature logo]
New York, New York
February 6, 1996
DREYFUS INSTITUTIONAL MONEY MAKET 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, 1995.
Included in Part B of the Registration Statement:
Statement of Investments--December 31, 1995.
Statement of Assets and Liabilities--December 31, 1995.
Statement of Operations--year ended December 31, 1995.
Statement of Changes in Net Assets--for each of the two
years in the period ended December 31, 1995.
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors, dated
February 6, 1996.
All schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Agreement and Declaration of Trust, as amended.
(2) Registrant's By-Laws.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 25 to the Registration Statement
on Form N-1A, filed on March 2, 1995.
(6) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 25 to the Registration Statement
on Form N-1A, filed on March 2, 1995.
(8)(a) Amended and Restated Custody Agreement.
(8)(b) Sub-Custodian Agreement, as amended.
(9) Shareholder Services Plan, as revised, is incorporated by
reference to Exhibit (9) of Post-Effective Amendment No. 25 to the
Registration Statement on form N-1A, filed on March 2, 1995.
(10) Opinion and consent of Registrant's counsel.
(11) Consent of Independent Auditors.
(12) Financial Data Schedule.
(16) Schedules of Computation of Performance Data are incorporated by
reference to Exhibit (16) of Post-Effective Amendment No. 23 to
the Registration Statement on Form N-1A, filed on March 29, 1994.
Other Exhibits
(a) Power of Attorney. Other Powers of Attorney are incorporated
by reference to "Other Exhibits (a)" of Post-Effective
Amendment No. 25 to the Registration Statement on Form N-1A,
filed on March 2, 1995.
(b) Certificate of Secretary. Other Certificates of Secretary is
incorporated by reference to "Other Exhibit (b)" of Post-
Effective Amendment No. 25 to the Registration Statement on
Form N-1A, filed on March 2, 1995.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of April 8, 1996
______________ _____________________________
Money Market Series 3,061
Beneficial Interest
(Par value $.001)
Government Securities Series 335
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).
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer of
shares of investment companies sponsored by Dreyfus and of other
investment companies for which Dreyfus acts as investment
adviser, sub-investment adviser or administrator. Dreyfus
Management, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation****;
Mellon Bank, N.A.****
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and Member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE Director:
Director Dreyfus America Fund
JULIAN M. SMERLING None
Director
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++;
The Dreyfus Fund International
Limited+++++;
World Balanced Fund+++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of the Board The Boston Company*****;
Vice Chairman of the Board:
Mellon Bank Corporation****;
Mellon Bank, N.A.****;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation****;
Operating Officer The Boston Company*****;
and a Director Deputy Director:
Mellon Trust****;
Chief Executive Officer:
The Boston Company Asset Management,
Inc.*****;
President:
Boston Safe Deposit and Trust
Company*****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive
Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.***;
Director:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company*****;
Laurel Capital Advisors****;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.****;
Boston Safe Deposit and Trust
Company*****;
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization, Inc.***;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust Co.*****
Dreyfus Service Corporation*
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Dreyfus
Institutional Sales Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Vice President:
The Dreyfus Trust Company++
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
Dreyfus Service Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
The Truepenny Corporation+
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ The address of the business so indicated is Atrium Building, 80
Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Capital Value Fund, Inc.
14) Dreyfus Cash Management
15) Dreyfus Cash Management Plus, Inc.
16) Dreyfus Connecticut Intermediate Municipal Bond Fund
17) Dreyfus Connecticut Municipal Money Market Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) The Dreyfus Fund Incorporated
22) Dreyfus Global Bond Fund, Inc.
23) Dreyfus Global Growth Fund
24) Dreyfus GNMA Fund, Inc.
25) Dreyfus Government Cash Management
26) Dreyfus Growth and Income Fund, Inc.
27) Dreyfus Growth and Value Funds, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) The Dreyfus/Laurel Investment Series
38) Dreyfus Life and Annuity Index Fund, Inc.
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus Michigan Municipal Money Market Fund, Inc.
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Insured Tax Exempt Bond Fund
54) Dreyfus New York Municipal Cash Management
55) Dreyfus New York Tax Exempt Bond Fund, Inc.
56) Dreyfus New York Tax Exempt Intermediate Bond Fund
57) Dreyfus New York Tax Exempt Money Market Fund
58) Dreyfus Ohio Municipal Money Market Fund, Inc.
59) Dreyfus 100% U.S. Treasury Intermediate Term Fund
60) Dreyfus 100% U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus 100% U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Short-Intermediate Government Fund
66) Dreyfus Short-Intermediate Municipal Bond Fund
67) Dreyfus Investment Grade Bond Funds, Inc.
68) The Dreyfus Socially Responsible Growth Fund, Inc.
69) Dreyfus Strategic Income
70) Dreyfus Strategic Investing
71) Dreyfus Tax Exempt Cash Management
72) The Dreyfus Third Century Fund, Inc.
73) Dreyfus Treasury Cash Management
74) Dreyfus Treasury Prime Cash Management
75) Dreyfus Variable Investment Fund
76) Dreyfus-Wilshire Target Funds, Inc.
77) Dreyfus Worldwide Dollar Money Market Fund, Inc.
78) General California Municipal Bond Fund, Inc.
79) General California Municipal Money Market Fund
80) General Government Securities Money Market Fund, Inc.
81) General Money Market Fund, Inc.
82) General Municipal Bond Fund, Inc.
83) General Municipal Money Market Fund, Inc.
84) General New York Municipal Bond Fund, Inc.
85) General New York Municipal Money Market Fund
87) Peoples Index Fund, Inc.
88) Peoples S&P MidCap Index Fund, Inc.
89) Premier Insured Municipal Bond Fund
90) Premier California Municipal Bond Fund
91) Premier Equity Funds, Inc.
92) Premier Global Investing, Inc.
93) Premier GNMA Fund
94) Premier Growth Fund, Inc.
95) Premier Municipal Bond Fund
96) Premier New York Municipal Bond Fund
97) Premier State Municipal Bond Fund
98) Premier Strategic Growth Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Paul Prescott+ Vice President None
Elizabeth Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Assistant Treasurer Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 26th day of April, 1996.
DREYFUS 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 and Treasurer 4/26/96
(Principal Executive and
Marie E. Connolly Financial Officer)
/s/Joseph F. Tower* Assistant Treasurer 4/26/96
(Principal Accounting Officer)
Joseph F. Tower
/s/Joseph S. DiMartino Trustee 4/26/96
Joseph S. DiMartino
/s/David P. Feldman* Trustee 4/26/96
David P. Feldman
/s/John M. Fraser, Jr.* Trustee 4/26/96
John M. Fraser, Jr.
/s/Robert R. Glauber* Trustee 4/26/96
Robert R. Glauber
/s/James F. Henry* Trustee 4/26/96
James F. Henry
/s/Rosalind Gersten Jacobs* Trustee 4/26/96
Rosalind Gersten Jacobs
/s/Irving S. Kristol* Trustee 4/26/96
Irving S. Kristol
/s/Paul A. Marks* Trustee 4/26/96
Paul A. Marks
/s/Martin Peretz* Trustee 4/26/96
Martin Peretz
/s/Bert W. Wasserman Trustee 4/26/96
Bert W. Wasserman*
*BY
Eric B. Fischman,
Attorney-in-Fact
INDEX OF EXHIBITS
(1) Agreement and Declaration of Trust, as amended
(2) By-Laws
(8)(a) Amended and Restated Custody Agreement
(8)(b) Sub-Custodian Agreement, as amended
(10) Opinion and Consent of Counsel
(11) Consent of Independent Auditors
(12) Financial Data Schedule
Other Exhibits:
(a) Powers of Attorney
(b) Certificate of Secretary
EXHIBIT 1
HIGH YIELD MUNICIPAL BOND FUND
Declaration of Trust
Dated: October 8, 1985
THIS AGREEMENT AND DECLARATION OF TRUST made at
Boston, Massachusetts, this 8th day of October, 1985, by Mark N.
Jacobs (hereinafter with any additional and successor trustees
referred to as "the Trustees") and the holders of shares of
beneficial interest to be issued hereunder as hereinafter
provided.
W I T N E S S E T H :
WHEREAS, the Trustees have agreed to manage all
property coming into their hands as trustees of a Massachusetts
business trust in accordance with the provisions hereinafter set
forth.
NOW, THEREFORE, the Trustees hereby declare that they
will hold all cash, securities and other assets, which they may
from time to time acquire in any manner as Trustees hereunder IN
TRUST to manage and dispose of the same upon the following terms
and conditions for the pro rata benefit of the holders from time
to time of Shares, whether or not certificated, in this Trust as
hereinafter set forth.
ARTICLE I
Name and Definitions
Section 1. Name. This Trust shall be known as "High
Yield Municipal Bond Fund."
Section 2. Definitions. Whenever used herein, unless
otherwise required by the context or specifically provided:
(a) The term "Commission" shall have the meaning
provided in the 1940 Act;
(b) The "Trust" refers to the Massachusetts business
trust established by this Agreement and Declaration of Trust, as
amended from time to time;
(c) "Shareholder" means a record owner of Shares of
the Trust;
(d) "Shares" means the equal proportionate
transferable units of interest into which the beneficial
interest in the Trust shall be divided from time to time or, if
more than one series of Shares is authorized by the Trustees,
the equal proportionate transferable units into which each
series of Shares shall be divided from time to time, and
includes a fraction of a Share as well as a whole Share;
(e) The "1940 Act" refers to the Investment Company
Act of 1940, and the Rules and Regulations thereunder, all as
amended from time to time;
(f) The term "Manager" is defined in Article IV,
Section 5; and
(g) The term "Person" shall mean an individual or any
corporation, partnership, joint venture, trust or other
enterprise.
ARTICLE II
Purposes of Trust
This Trust is formed for the following purpose or
purposes:
(a) to conduct, operate and carry on the business of
an investment company;
(b) to subscribe for, invest in, reinvest in,
purchase or otherwise acquire, hold, pledge, sell, assign,
transfer, lend, write options on, exchange, distribute or
otherwise dispose of and deal in and with securities of every
nature, kind, character, type and form, including, without
limitation of the generality of the foregoing, all types of
stocks, shares, futures contracts, bonds, debentures, notes,
bills and other negotiable or non-negotiable instruments,
obligations, evidences of interest, certificates of interest,
certificates of participation, certificates, interests,
evidences of ownership, guarantees, warrants, options or
evidences of indebtedness issued or created by or guaranteed as
to principal and interest by any state or local government or
any agency or instrumentality thereof, by the United States
Government or any agency, instrumentality, territory, district
or possession thereof, by any foreign government or any agency,
instrumentality, territory, district or possession thereof, by
any corporation organized under the laws of any state, the
United States or any territory or possession thereof or under
the laws of any foreign country, bank certificates of deposit,
bank time deposits, bankers' acceptances and commercial paper;
to pay for the same in cash or by the issue of stock, including
treasury stock, bonds or notes of the Trust or otherwise; and to
exercise any and all rights, powers and privileges of ownership
or interest in respect of any and all such investments of every
kind and description, including, without limitation, the right
to consent and otherwise act with respect thereto, with power to
designate one or more persons, firms, associations or
corporations to exercise any of said rights, powers and
privileges in respect of any said instruments;
(c) to borrow money or otherwise obtain credit and to
secure the same by mortgaging, pledging or otherwise subjecting
as security the assets of the Trust;
(d) to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer,
and otherwise deal in, Shares including Shares in fractional
denominations, and to apply to any such repurchase, redemption,
retirement, cancellation or acquisition of Shares of any funds
or other assets of the appropriate series of Shares, whether
capital or surplus or otherwise, to the full extent now or
hereafter permitted by the laws of The Commonwealth of
Massachusetts;
(e) to conduct its business, promote its purposes,
and carry on its operations in any and all of its branches and
maintain offices both within and without The Commonwealth of
Massachusetts, in any and all States of the United States of
America, in the District of Columbia, and in any other parts of
the world; and
(f) to do all and everything necessary, suitable,
convenient, or proper for the conduct, promotion, and attainment
of any of the businesses and purposes herein specified or which
at any time may be incidental thereto or may appear conducive to
or expedient for the accomplishment of any of such businesses
and purposes and which might be engaged in or carried on by a
Trust organized under the Massachusetts General Laws, and to
have and exercise all of the powers conferred by the laws of The
Commonwealth of Massachusetts upon a Massachusetts business
trust.
The foregoing provisions of this Article II shall be
construed both as purposes and powers and each as an independent
purpose and power.
ARTICLE III
Beneficial Interest
Section 1. Shares of Beneficial Interest. The Shares
of the Trust shall be issued in one or more series as the
Trustees may, without Shareholder approval, authorize. Each
series shall be preferred over all other series in respect of
the assets allocated to that series. The beneficial interest in
each series at all times shall be divided into Shares, with or
without par value as the Trustees may from time to time
determine, each of which shall represent an equal proportionate
interest in the series with each other Share of the same series,
none having priority or preference over another. The number of
Shares authorized shall be unlimited, and the Shares so
authorized may be represented in part by fractional shares.
From time to time, the Trustees may divide or combine the Shares
of any series into a greater or lesser number without thereby
changing the proportionate beneficial interests in the series.
Section 2. Ownership of Shares. The ownership of
Shares will be recorded in the books of the Trust or a transfer
agent. The record books of the Trust or any transfer agent, as
the case may be, shall be conclusive as to who are the holders
of Shares of each series and as to the number of Shares of each
series held from time to time by each. No certificates
certifying the ownership of Shares need be issued except as the
Trustees may otherwise determine from time to time.
Section 3. Issuance of Shares. The Trustees are
authorized, from time to time, to issue or authorize the
issuance of Shares at not less than the par value thereof, if
any, and to fix the price or the minimum price or the
consideration (in cash and/or such other property, real or
personal, tangible or intangible, as from time to time they may
determine) or minimum consideration for such Shares. Anything
herein to the contrary notwithstanding, the Trustees may issue
Shares pro rata to the Shareholders at any time as a stock
dividend.
All consideration received by the Trust for the issue
or sale of Shares of each series, together with all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall belong irrevocably to
the series of Shares with respect to which the same were
received by the Trust for all purposes, subject only to the
rights of creditors, and shall be so handled upon the books of
account of the Trust and are herein referred to as "assets of"
such series.
Shares may be issued in fractional denominations to
the same extent as whole Shares, and Shares in fractional de-
nominations shall be Shares having proportionately to the
respective fractions represented thereby all the rights of whole
Shares, including, without limitation, the right to vote, the
right to receive dividends and distributions, and the right to
participate upon liquidation of the Trust or of a particular
series of Shares.
Section 4. No Preemptive Rights. Shareholders shall
have no preemptive or other right to subscribe for any
additional Shares or other securities issued by the Trust.
Section 5. Status of Shares and Limitation of
Personal Liability. Shares shall be deemed to be personal
property giving only the rights provided in this instrument.
Every Shareholder by virtue of having become a Shareholder shall
be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto. The death of a
Shareholder during the continuance of the Trust shall not
operate to terminate the same nor entitle the representative of
any deceased Shareholder to an accounting or to take any action
in court or elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this Trust. Ownership
of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust property or right to call
for a partition or division of the same or for an accounting,
nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind any
Shareholder or Trustee personally or to call upon any
Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder at any time
personally may agree to pay by way of subscription for any
Shares or otherwise. Every note, bond, contract or other
undertaking issued by or on behalf of the Trust shall include a
recitation limiting the obligation represented thereby to the
Trust and its assets (but the omission of such a recitation
shall not operate to bind any Shareholder or Trustee
personally).
ARTICLE IV
Trustees
Section 1. Election. A Trustee may be elected either
by the Trustees or the Shareholders. The Trustees named herein
shall serve until the first meeting of the Shareholders or until
the election and qualification of their successors. Prior to
the first meeting of Shareholders the initial Trustees hereunder
may elect additional Trustees to serve until such meeting and
until their successors are elected and qualified. The Trustees
also at any time may elect Trustees to fill vacancies in the
number of Trustees. The number of Trustees shall be fixed from
time to time by the Trustees and, at or after the commencement
of the business of the Trust, shall be not less than three.
Each Trustee, whether named above or hereafter becoming a
Trustee, shall serve as a Trustee during the lifetime of this
Trust, until such Trustee dies, resigns, retires, or is removed,
or, if sooner, until the next meeting of Shareholders called for
the purpose of electing Trustees and the election and
qualification of his successor. Subject to Section 16(a) of the
1940 Act, the Trustees may elect their own successors and,
pursuant to this Section, may appoint Trustees to fill
vacancies.
Section 2. Powers. The Trustees shall have all
powers necessary or desirable to carry out the purposes of the
Trust, including, without limitation, the powers referred to in
Article II hereof. Without limiting the generality of the
foregoing, the Trustees may adopt By-Laws not inconsistent with
this Declaration of Trust providing for the conduct of the
business of the Trust and may amend and repeal them to the
extent that they do not reserve that right to the Shareholders;
they may fill vacancies in their number, including vacancies
resulting from increases in their own number, and may elect and
remove such officers and employ, appoint and terminate such
employees or agents as they consider appropriate; they may
appoint from their own number and terminate any one or more
committees; they may employ one or more custodians of the assets
of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a
system or systems for the central handling of securities, retain
a transfer agent and a Shareholder servicing agent, or both,
provide for the distribution of Shares through a principal
underwriter or otherwise, set record dates, and in general
delegate such authority as they consider desirable (including,
without limitation, the authority to purchase and sell
securities and to invest funds, to determine the net income of
the Trust for any period, the value of the total assets of the
Trust and the net asset value of each Share, and to execute such
deeds, agreements or other instruments either in the name of the
Trust or the names of the Trustees or as their attorney or
attorneys or otherwise as the Trustees from time to time may
deem expedient) to any officer of the Trust, committee of the
Trustees, any such employee, agent, custodian or underwriter or
to any Manager.
Without limiting the generality of the foregoing, the
Trustees shall have full power and authority:
(a) To invest and reinvest cash and to hold cash
uninvested;
(b) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property; and to execute and deliver proxies or powers of
attorney to such person or persons as the Trustees shall deem
proper, granting to such person or persons such power and
discretion with relation to securities or property as the
Trustees shall deem proper;
(c) To hold any security or property in a form not
indicating any trust whether in bearer, unregistered or other
negotiable form or in the name of the Trust or a custodian,
subcustodian or other depository or a nominee or nominees or
otherwise;
(d) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
concern, any security of which is held in the Trust; to consent
to any contract, lease, mortgage, purchase or sale of property
by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust;
(e) To join with other security holders in acting
through a committee, depositary, voting trustee or otherwise,
and in that connection to deposit any security with, or transfer
any security to, any such committee, depositary or trustee, and
to delegate to them such power and authority with relation to
any security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay,
such portion of the expenses and compensation of such committee,
depositary or trustee as the Trustees shall deem proper;
(f) To compromise, arbitrate, or otherwise adjust
claims in favor of or against the Trust or any matter in
controversy, including, but not limited to, claims for taxes;
(g) To allocate assets, liabilities and expenses of
the Trust to a particular series of Shares or to apportion the
same among two or more series, provided that any liabilities or
expenses incurred by a particular series of Shares shall be
payable solely out of the assets of that series;
(h) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(i) To purchase and pay for entirely out of Trust
property such insurance as they may deem necessary or
appropriate for the conduct of the business, including, without
limitation, insurance policies insuring the assets of the Trust
and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers or
Managers, principal underwriters, or independent contractors of
the Trust individually against all claims and liabilities of
every nature arising by reason of holding, being or having held
any such office or position, or by reason of any action alleged
to have been taken or omitted by any such person as Shareholder,
Trustee, officer, employee, agent, investment adviser or
Manager, principal underwriter, or independent contractor,
including any action taken or omitted that may be determined to
constitute negligence, whether or not the Trust would have the
power to indemnify such person against such liability; and
(j) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry
out pension, profit-sharing, share bonus, share purchase,
savings, thrift and other retirement, incentive and benefit
plans, trusts and provisions, including the purchasing of life
insurance and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust.
Further, without limiting the generality of the
foregoing, the Trustees shall have full power and authority to
incur and pay out of the principal or income of the Trust such
expenses and liabilities as may be deemed by the Trustees to be
necessary or proper for the purposes of the Trust; provided,
however, that all expenses and liabilities incurred or arising
in connection with a particular series of Shares, as determined
by the Trustees, shall be payable solely out of the assets of
that series.
Any determination made in good faith and, so far as
accounting matters are involved, in accordance with generally
accepted accounting principles by or pursuant to the authority
granted by the Trustees, as to the amount of the assets, debts,
obligations or liabilities of the Trust; the amount of any
reserves or charges set up and the propriety thereof; the time
of or purpose for creating such reserves or charges; the use,
alteration or cancellation of any reserves or charges (whether
or not any debt, obligation or liability for which such reserves
or charges shall have been created shall have been paid or
discharged or shall be then or thereafter required to be paid or
discharged); the price or closing bid or asked price of any
investment owned or held by the Trust; the market value of any
investment or fair value of any other asset of the Trust; the
number of Shares outstanding; the estimated expense to the Trust
in connection with purchases of its Shares; the ability to
liquidate investments in an orderly fashion; the extent to which
it is practicable to deliver a cross-section of the portfolio of
the Trust in payment for any such Shares, or as to any other
matters relating to the issue, sale, purchase and/or other
acquisition or disposition of investments or Shares of the
Trust, shall be final and conclusive, and shall be binding upon
the Trust and its Shareholders, past, present and future, and
Shares are issued and sold on the condition and understanding
that any and all such determinations shall be binding as
aforesaid.
Section 3. Meetings. At any meeting of the Trustees,
a majority of the Trustees then in office shall constitute a
quorum. Any meeting may be adjourned from time to time by a
majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned
without further notice.
When a quorum is present at any meeting, a majority of
the Trustees present may take any action, except when a larger
vote is required by this Declaration of Trust, the By-Laws or
the 1940 Act.
Any action required or permitted to be taken at any
meeting of the Trustees or of any committee thereof may be taken
without a meeting, if a written consent to such action is signed
by a majority of the Trustees or members of any such committee
then in office, as the case may be, and such written consent is
filed with the minutes of proceedings of the Trustees or any
such committee.
The Trustees or any committee designated by the
Trustees may participate in a meeting of the Trustees or such
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in
person at a meeting.
Section 4. Ownership of Assets of the Trust. Title
to all of the assets of each series of Shares of the Trust at
all times shall be considered as vested in the Trustees.
Section 5. Investment Advice and Management Services.
The Trustees shall not in any way be bound or limited by any
present or future law or custom in regard to investments by
trustees. The Trustees from time to time may enter into a
written contract or contracts with any person or persons (herein
called the "Manager"), including The Dreyfus Corporation or any
other firm, corporation, trust or association in which any
Trustee or Shareholder may be interested, to act as investment
advisers and/or managers of the Trust and to provide such
investment advice and/or management as the Trustees from time to
time may consider necessary for the proper management of the
assets of the Trust, including, without limitation, authority to
determine from time to time what investments shall be purchased,
held, sold or exchanged and what portion, if any, of the assets
of the Trust shall be held uninvested and to make changes in the
Trust's investments. Any such contract shall be subject to the
requirements of the 1940 Act with respect to its continuance in
effect, its termination and the method of authorization and
approval of such contract, or any amendment thereto or renewal
thereof.
Any Trustee or any organization with which any Trustee
may be associated also may act as broker for the Trust in making
purchases and sales of securities for or to the Trust for its
investment portfolio, and may charge and receive from the Trust
the usual and customary commission for such service. Any
organization with which a Trustee may be associated in acting as
broker for the Trust shall be responsible only for the proper
execution of transactions in accordance with the instructions of
the Trust and shall be subject to no further liability of any
sort whatever.
The Manager, or any affiliate thereof, also may be a
distributor for the sale of Shares by separate contract or may
be a person controlled by or affiliated with any Trustee or any
distributor or a person in which any Trustee or any distributor
is interested financially, subject only to applicable provisions
of law. Nothing herein contained shall operate to prevent any
Manager, who also acts as such a distributor, from also
receiving compensation for services rendered as such
distributor.
Section 6. Removal and Resignation of Trustees. The
Trustees or the Shareholders (by vote of 66-2/3% of the
outstanding shares entitled to vote thereon) may remove at any
time any Trustee with or without cause, and any Trustee may
resign at any time as Trustee, without penalty by written notice
to the Trust; provided that sixty days' advance written notice
shall be given in the event that there are only three or less
Trustees at the time a notice of resignation is submitted.
ARTICLE V
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. The Shareholders shall
have power to vote only (i) for the election of Trustees as
provided in Article IV, Section 1, of this Declaration of Trust;
provided, however, that no meeting of Shareholders is required
to be called for the purpose of electing Trustees unless and
until such time as less than a majority of the Trustees have
been elected by the Shareholders, (ii) for the removal of
Trustees as provided in Article IV, Section 6, (iii) with
respect to any Manager as provided in Article IV, Section 5,
(iv) with respect to any amendment of this Declaration of Trust
as provided in Article IX, Section 8, (v) with respect to a
consolidation, merger or certain sales of assets as provided in
Article IX, Section 4, (vi) with respect to the termination of
the Trust or a series of Shares as provided in Article IX,
Section 5, (vii) to the same extent as the stockholders of a
Massachusetts business corporation, as to whether or not a court
action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust or the
Shareholders, and (viii) with respect to such additional matters
relating to the Trust as may be required by law, by this
Declaration of Trust, or the By-Laws of the Trust or any
registration of the Trust with the Commission or any state, or
as the Trustees may consider desirable. Each whole Share shall
be entitled to one vote as to any matter on which it is entitled
to vote (except that in the election of Trustees said vote may
be cast for as many persons as there are Trustees to be
elected), and each fractional Share shall be entitled to a
proportionate fractional vote. Notwithstanding any other
provision of this Declaration of Trust, on any matter submitted
to a vote of Shareholders, all Shares of the Trust then entitled
to vote shall be voted by individual series, except (i) when
required by the 1940 Act, Shares shall be voted in the aggregate
and not by individual series and (ii) when the Trustees have
determined that the matter affects only the interests of one or
more series, then only Shareholders of such series shall be
entitled to vote thereon. There shall be no cumulative voting
in the election of Trustees. Shares may be voted in person or
by proxy. A proxy with respect to Shares held in the name of
two or more persons shall be valid if executed by any one of
them, unless at or prior to exercise of the proxy the Trust
receives a specific written notice to the contrary from any one
of them. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior
to its exercise and the burden of proving invalidity shall rest
on the challenger. Until Shares are issued, the Trustees may
exercise all rights of Shareholders and may take any action
required by law, this Declaration of Trust or any By-Laws of the
Trust to be taken by Shareholders.
Section 2. Meetings. Meetings of the Shareholders
may be called by the Trustees or such other person or persons as
may be specified in the By-Laws and shall be called by the
Trustees upon the written request of Shareholders owning at
least 25% of the outstanding Shares entitled to vote. Share-
holders shall be entitled to at least ten days' prior notice of
any meeting.
Section 3. Quorum and Required Vote. Thirty percent
(30%) of the outstanding Shares shall be a quorum for the
transaction of business at a Shareholders' meeting, except that
where any provision of law or of this Declaration of Trust
permits or requires that holders of any series shall vote as a
series, then thirty percent (30%) of the aggregate number of
Shares of that series entitled to vote shall be necessary to
constitute a quorum for the transaction of business by that
series. Any lesser number, however, shall be sufficient for
adjournment and any adjourned session or sessions may be held
within 90 days after the date set for the original meeting
without the necessity of further notice. Except when a larger
vote is required by any provision of this Declaration of Trust
or the By-Laws of the Trust and subject to any applicable
requirements of law, a majority of the Shares voted shall decide
any question and a plurality shall elect a Trustee, provided
that where any provision of law or of this Declaration of Trust
permits or requires that the holders of any series shall vote as
a series, then a majority of the Shares of that series voted on
the matter (or a plurality with respect to the election of a
Trustee) shall decide that matter insofar as that series is
concerned.
Section 4. Action by Written Consent. Any action
required or permitted to be taken at any meeting may be taken
without a meeting if a consent in writing, setting forth such
action, is signed by all the Shareholders entitled to vote on
the subject matter thereof and such consent is filed with the
records of the Trust.
Section 5. Additional Provisions. The By-Laws may
include further provisions for Shareholders' votes and meetings
and related matters.
ARTICLE VI
Distributions and Redemptions
Section 1. Distributions. The Trustees shall
distribute periodically to the Shareholders of each series of
Shares an amount approximately equal to the net income of that
series, determined by the Trustees or as they may authorize and
as herein provided. Distributions of income may be made in one
or more payments, which shall be in Shares, cash or otherwise,
and on a date or dates and as of a record date or dates
determined by the Trustees. At any time and from time to time
in their discretion, the Trustees also may cause to be
distributed to the Shareholders of any one or more series as of
a record date or dates determined by the Trustees, in Shares,
cash or otherwise, all or part of any gains realized on the sale
or disposition of the assets of the series or all or part of any
other principal of the Trust attributable to the series. Each
distribution pursuant to this Section 1 shall be made ratably
according to the number of Shares of the series held by the
several Shareholders on the record date for such distribution,
provided that no distribution need be made on Shares purchased
pursuant to orders received, or for which payment is made, after
such time or times as the Trustees may determine.
Section 2. Determination of Net Income. In
determining the net income of each series of Shares for any
period, there shall be deducted from income for that period (a)
such portion of all charges, taxes, expenses and liabilities due
or accrued as the Trustees shall consider properly chargeable
and fairly applicable to income for that period or any earlier
period and (b) whatever reasonable reserves the Trustees shall
consider advisable for possible future charges, taxes, expenses
and liabilities which the Trustees shall consider properly
chargeable and fairly applicable to income for that period or
any earlier period. The net income of each series for any
period may be adjusted for amounts included on account of net
income in the net asset value of Shares issued or redeemed or
repurchased during that period. In determining the net income
of a series for a period ending on a date other than the end of
its fiscal year, income may be estimated as the Trustees shall
deem fair. Gains on the sale or disposition of assets shall not
be treated as income, and losses shall not be charged against
income unless appropriate under applicable accounting
principles, except in the exercise of the discretionary powers
of the Trustees. Any amount contributed to the Trust which is
received as income pursuant to a decree of any court of
competent jurisdiction shall be applied as required by the said
decree.
Section 3. Redemptions. Any Shareholder shall be
entitled to require the Trust to redeem and the Trust shall be
obligated to redeem at the option of such Shareholder all or any
part of the Shares owned by said Shareholder, at the redemption
price, pursuant to the method, upon the terms and subject to the
conditions hereinafter set forth:
(a) Certificates for Shares, if issued, shall be
presented for redemption in proper form for transfer to the
Trust or the agent of the Trust appointed for such purpose, and
these shall be presented with a written request that the Trust
redeem all or any part of the Shares represented thereby.
(b) The redemption price per Share shall be the net
asset value per Share when next determined by the Trust at such
time or times as the Trustees shall designate, following the
time of presentation of certificates for Shares, if issued, and
an appropriate request for redemption, or such other time as the
Trustees may designate in accordance with any provision of the
1940 Act, or any rule or regulation made or adopted by any
securities association registered under the Securities Exchange
Act of 1934, as determined by the Trustees.
(c) Net asset value of each series of Shares (for the
purpose of issuance of Shares as well as redemptions thereof)
shall be determined by dividing:
(i) the total value of the assets of such series
determined as provided in paragraph (d) below less, to
the extent determined by or pursuant to the direction
of the Trustees in accordance with generally accepted
accounting principles, all debts, obligations and
liabilities of such series (which debts, obligations
and liabilities shall include, without limitation of
the generality of the foregoing, any and all debts,
obligations, liabilities, or claims, of any and every
kind and nature, fixed, accrued and otherwise,
including the estimated accrued expenses of management
and supervision, administration and distribution and
any reserves or charges for any or all of the
foregoing, whether for taxes, expenses, or otherwise,
and the price of Shares redeemed but not paid for) but
excluding the Trust's liability upon its Shares and
its surplus, by
(ii) the total number of Shares of such series
outstanding.
The Trustees are empowered, in their absolute
discretion, to establish other methods for determining such net
asset value whenever such other methods are deemed by them to be
necessary to enable the Trust to comply with, or are deemed by
them to be desirable, provided they are not inconsistent with
any provision of the 1940 Act.
(d) In determining for the purposes of this
Declaration of Trust the total value of the assets of each
series of Shares at any time, investments and any other assets
of such series shall be valued in such manner as may be
determined from time to time by or pursuant to the order of the
Trustees.
(e) Payment of the redemption price by the Trust may
be made either in cash or in securities or other assets at the
time owned by the Trust or partly in cash and partly in
securities or other assets at the time owned by the Trust. The
value of any part of such payment to be made in securities or
other assets of the Trust shall be the value employed in
determining the redemption price. Payment of the redemption
price shall be made on or before the seventh day following the
day on which the Shares are properly presented for redemption
hereunder, except that delivery of any securities included in
any such payment shall be made as promptly as any necessary
transfers on the books of the issuers whose securities are to be
delivered may be made and, except as postponement of the date of
payment may be permissible under the 1940 Act.
Pursuant to resolution of the Trustees, the Trust may
deduct from the payment made for any Shares redeemed a
liquidating charge not in excess of one percent (1%) of the
redemption price of the Shares so redeemed, and the Trustees may
alter or suspend any such liquidating charge from time to time.
(f) The right of any holder of Shares redeemed by the
Trust as provided in this Article VI to receive dividends or
distributions thereon and all other rights of such Shareholder
with respect to such Shares shall terminate at the time as of
which the redemption price of such Shares is determined, except
the right of such Shareholder to receive (i) the redemption
price of such Shares from the Trust in accordance with the
provisions hereof, and (ii) any dividend or distribution to
which such Shareholder previously had become entitled as the
record holder of such Shares on the record date for such
dividend or distribution.
(g) Redemption of Shares by the Trust is conditional
upon the Trust having funds or other assets legally available
therefor.
(h) The Trust, either directly or through an agent,
may repurchase its Shares, out of funds legally available
therefor, upon such terms and conditions and for such
consideration as the Trustees shall deem advisable, by agreement
with the owner at a price not exceeding the net asset value per
Share as determined by or pursuant to the order of the Trustees
at such time or times as the Trustees shall designate, less a
charge not to exceed one percent (1%) of such net asset value,
if and as fixed by resolution of the Trustees from time to time,
and to take all other steps deemed necessary or advisable in
connection therewith.
(i) Shares purchased or redeemed by the Trust shall
be cancelled or held by the Trust for reissue, as the Trustees
from time to time may determine.
(j) The obligations set forth in this Article VI may
be suspended or postponed, (1) for any period (i) during which
the New York Stock Exchange is closed other than for customary
weekend and holiday closings, or (ii) during which trading on
the New York Stock Exchange is restricted, (2) for any period
during which an emergency exists as a result of which (i) the
disposal by the Trust of investments owned by it is not
reasonably practicable, or (ii) it is not reasonably practicable
for the Trust fairly to determine the value of its net assets,
or (3) for such other periods as the Commission or any successor
governmental authority by order may permit.
Notwithstanding any other provision of this Section 3
of Article VI, if certificates representing such Shares have
been issued, the redemption or repurchase price need not be paid
by the Trust until such certificates are presented in proper
form for transfer to the Trust or the agent of the Trust
appointed for such purpose; however, the redemption or
repurchase shall be effective, in accordance with the resolution
of the Trustees, regardless of whether or not such presentation
has been made.
Section 4. Redemptions at the Option of the Trust.
The Trust shall have the right at its option and at any time to
redeem Shares of any Shareholder at the net asset value thereof
as determined in accordance with Section 3 of Article VI of this
Declaration of Trust: (i) if at such time such Shareholder owns
fewer Shares than, or Shares having an aggregate net asset value
of less than, an amount determined from time to time by the
Trustees; or (ii) to the extent that such Shareholder owns
Shares of a particular series of Shares equal to or in excess of
a percentage of the outstanding Shares of that series determined
from time to time by the Trustees; or (iii) to the extent that
such Shareholder owns Shares of the Trust representing a
percentage equal to or in excess of such percentage of the
aggregate number of outstanding Shares of the Trust or the
aggregate net asset value of the Trust determined from time to
time by the Trustees.
Section 5. Dividends, Distributions, Redemptions and
Repurchases. No dividend or distribution (including, without
limitation, any distribution paid upon termination of the Trust
or of any series) with respect to, nor any redemption or
repurchase of, the Shares of any series shall be effected by the
Trust other than from the assets of such series.
ARTICLE VII
Compensation and Limitation of
Liability of Trustees
Section 1. Compensation. The Trustees shall be
entitled to reasonable compensation from the Trust and may fix
the amount of their compensation.
Section 2. Limitation of Liability. The Trustees
shall not be responsible or liable in any event for any neglect
or wrongdoing of any officer, agent, employee or Manager of the
Trust, nor shall any Trustee be responsible for the act or
omission of any other Trustee, but nothing herein contained
shall protect any Trustee against any liability to which he
would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Every note, bond, contract, instrument, certificate,
share, or undertaking and every other act or thing whatsoever
executed or done by or on behalf of the Trust or the Trustees or
any of them in connection with the Trust, shall be deemed
conclusively to have been executed or done only in their or his
capacity as Trustees or Trustee, and such Trustees or Trustee
shall not be personally liable thereon.
ARTICLE VIII
Indemnification
Section 1. Indemnification of Trustees, Officers,
Employees and Agents. Each person who is or was a Trustee,
officer, employee or agent of the Trust shall be entitled to
indemnification out of the assets of the Trust to the extent
provided in, and subject to the provisions of, the By-Laws,
provided that no indemnification shall be granted by the Trust
in contravention of the 1940 Act.
Section 2. Merged Corporations. For the purposes of
this Article VIII references to "the Trust" include any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or
agents as well as the resulting or surviving entity; so that any
person who is or was a director, officer, employee or agent of
such a constituent corporation or is or was serving at the
request of such a constituent corporation as a trustee,
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article
VIII with respect to the resulting or surviving entity as he
would have with respect to such a constituent corporation if its
separate existence had continued.
Section 3. Shareholders. In case any Shareholder or
former Shareholder shall be held to be personally liable solely
by reason of his being or having been a Shareholder and not
because of his acts or omissions or for some other reason, the
Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or in the case of
a corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets of the Trust to
be held harmless from and indemnified against all losses and
expenses arising from such liability. Upon request, the Trust
shall cause its counsel to assume the defense of any claim
which, if successful, would result in an obligation of the Trust
to indemnify the Shareholder as aforesaid.
ARTICLE IX
Status of the Trust and Other General Provisions
Section 1. Trust Not a Partnership. It is hereby
expressly declared that a trust and not a partnership is created
hereby. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind
personally either the Trust's Trustees or officers or any
Shareholders. All persons extending credit to, contracting with
or having any claim against the Trust or a particular series of
Shares shall look only to the assets of the Trust or the assets
of that particular series for payment under such credit,
contract or claim; and neither the Shareholders nor the
Trustees, nor any of the Trust's officers, employees or agents,
whether past, present or future, shall be personally liable
therefor. Nothing in this Declaration of Trust shall protect
any Trustee against any liability to which such Trustee
otherwise would be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee hereunder.
Section 2. Trustee's Good Faith Action, Expert
Advice, No Bond or Surety. The exercise by the Trustees of
their powers and discretion hereunder under the circumstances
then prevailing, shall be binding upon everyone interested. A
Trustee shall be liable for his or her own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for
nothing else, and shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and
operation of this Declaration of Trust, and subject to the
provisions of Section 1 of this Article IX shall be under no
liability for any act or omission in accordance with such advice
or for failing to follow such advice. The Trustees shall not be
required to give any bond as such, nor any surety if a bond is
required.
Section 3. Liability of Third Persons Dealing with
Trustees. No person dealing with the Trustees shall be bound to
make any inquiry concerning the validity of any transaction made
or to be made by the Trustees pursuant hereto or to see to the
application of any payments made or property transferred to the
Trust or upon its order.
Section 4. Trustees, Shareholders, etc. Not
Personally Liable: Notice. All persons extending credit to,
contracting with or having any claim against the Trust or a
particular series of Shares shall look only to the assets of the
Trust or the assets of that particular series of Shares for
payment under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be
personally liable therefor.
Section 5. Consolidation, Merger, Sale of Assets.
The Trust may, in accordance with the provisions of this
Section:
(1) Consolidate with one or more corporations or
trusts to form a new consolidated corporation or trust; or
(2) Merge into a corporation or trust, or have merged
into it one or more corporations or trusts; or
(3) Sell, lease, exchange or transfer all, or
substantially all, its property and assets, including its good
will and franchises.
Any such consolidation, merger, sale, lease, exchange
or other transfer of all or substantially all of the property
and assets of the Trust may be made only upon substantially the
terms and conditions set forth in a proposed form of articles of
consolidation, articles of merger or articles of sale, lease,
exchange or transfer, as the case may be, which are approved by
votes of the Trustees and Shareholders holding a majority of the
Shares entitled to vote thereon, provided that in the case of a
merger in which the Trust is the surviving entity which effects
no reclassification or change of any outstanding shares of the
Trust or other amendment of this Declaration of Trust, no vote
of the Shareholders shall be necessary (and in lieu thereof, the
proposed articles of merger shall be approved by a majority of
the Trustees) if the number of Shares, if any, of the Trust to
be issued or delivered in the merger does not exceed fifteen
percent of the number of Shares outstanding (before giving
effect to the merger) on the effective date of the merger. Any
articles of consolidation, merger, sale, lease, exchange or
transfer shall constitute a supplemental Declaration of Trust,
copies of which shall be filed as specified in Section 7 of this
Article IX.
Section 6. Termination of Trust. Unless terminated
as provided herein, the Trust shall continue without limitation
of time. The Trust may be terminated at any time by vote of
Shareholders holding at least a majority of the Shares of each
series entitled to vote or by the Trustees by written notice to
the Shareholders. Any series of Shares may be terminated at any
time by vote of Shareholders holding at least a majority of the
Shares of such series entitled to vote or by the Trustees by
written notice to the Shareholders of such series.
Upon termination of the Trust or of any one or more
series of Shares, after paying or otherwise providing for all
charges, taxes, expenses and liabilities, whether due or accrued
or anticipated as may be determined by the Trustees, the Trust
shall reduce, in accordance with such procedures as the Trustees
consider appropriate, the remaining assets to distributable form
in cash or shares or other securities, or any combination
thereof, and distribute the proceeds to the Shareholders of the
series involved, ratably according to the number of Shares of
such series held by the several Shareholders of such series on
the date of termination.
Section 7. Filing of Copies, References, Headings.
The original or a copy of this instrument and of each amendment
hereto and of each Declaration of Trust supplemental hereto
shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of
each such amendment and supplemental Declaration of Trust shall
be filed by the Trust with the Secretary of The Commonwealth of
Massachusetts and the Boston City Clerk, as well as any other
governmental office where such filing may from time to time be
required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any
such amendments or supplemental Declarations of Trust have been
made and as to matters in connection with the Trust hereunder;
and, with the same effect as if it were the original, may rely
on a copy certified by an officer of the Trust to be a copy of
this instrument or of any such amendment or supplemental
Declaration of Trust. In this instrument or in any such
amendment or supplemental Declaration of Trust, references to
this instrument, and all expressions like "herein," "hereof,"
and "hereunder," shall be deemed to refer to this instrument as
amended or affected by any such amendment or supplemental
Declaration of Trust. Headings are placed herein for
convenience of reference only and in case of any conflict, the
text of this instrument, rather than the headings, shall
control. This instrument may be executed in any number of
counterparts each of which shall be deemed an original.
Section 8. Applicable Law. The Trust set forth in
this instrument is made in The Commonwealth of Massachusetts,
and it is created under and is to be governed by and construed
and administered according to the laws of said Commonwealth.
The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by
such a trust.
Section 9. Amendments. This Declaration of Trust may
be amended at any time by an instrument in writing signed by a
majority of the then Trustees when authorized so to do by a vote
of Shareholders holding a majority of the Shares of each series
entitled to vote, except that an amendment which shall affect
the holders of one or more series of Shares but not the holders
of all outstanding series shall be authorized by vote of the
Shareholders holding a majority of the Shares entitled to vote
of each series affected and no vote of Shareholders of a series
not affected shall be required. Amendments having the purpose
of changing the name of the Trust or of supplying any omission,
curing any ambiguity or curing, correcting or supplementing any
defective or inconsistent provision contained herein shall not
require authorization by Shareholder vote.
IN WITNESS WHEREOF, Mark N. Jacobs has hereunto set
his hand and seal in the City of Boston, Massachusetts, for
himself and his assigns as of the day and year first above
written.
_____________________________
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, October 8, 1985
Then personally appeared the above-named Mark N.
Jacobs, and acknowledged the foregoing instrument to be his free
act and deed, before me.
_____________________________
Notary Public
My Commission expires:
(Notarial Seal)
HIGH YIELD MUNICIPAL BOND FUND
ARTICLES OF AMENDMENT
High Yield Municipal Bond Fund, a business trust
formed by an Agreement and Declaration of Trust dated October 8,
1985 pursuant to the laws of the Commonwealth of Massachusetts
(the "Trust"), hereby certifies to the Secretary of State of the
Commonwealth of Massachusetts and to the City Clerk of the City
of Boston that:
FIRST: The Agreement and Declaration of Trust of
the Trust is hereby amended by striking out Article I, Section 1
and inserting in lieu thereof the following:
"Section 1. Name. This Trust shall be
known as `Dreyfus Institutional Money Market
Fund.'"
SECOND: The amendment to the Agreement and
Declaration of Trust herein made was duly approved by the
written consent of the sole Trustee of the Trust on May 30, 1986
pursuant to Article IX, Section 9 of the Agreement and
Declaration of Trust.
IN WITNESS WHEREOF, High Yield Municipal Bond Fund has
caused these Articles to be signed in its name and on its behalf
by its Trustees.
HIGH YIELD MUNICIPAL BOND FUND
BY:/s/ Mark N. Jacobs
Mark N. Jacobs
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
Then personally appeared the above-named Mark N.
Jacobs and acknowledged the foregoing instrument to be his free
act and deed, before me.
/s/ Ann M. Ippolito
Notary Public
EXHIBIT 2
BY-LAWS
OF
DREYFUS INSTITUTIONAL MONEY MARKET FUND
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These By-
Laws shall be subject to the Agreement and Declaration of Trust,
as from time to time in effect (the "Declaration of Trust"), of
the above-captioned Massachusetts business trust established by
the Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust. The principal
office of the Trust shall be located in New York, New York. Its
resident agent in Massachusetts shall be CT Corporation System,
2 Oliver Street, Boston, Massachusetts, or such other person as
the Trustees from time to time may select.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the
Trustees may be held without call or notice at such places and
at such times as the Trustees from time to time may determine,
provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the
Trustees may be held at any time and at any place designated in
the call of the meeting when called by the President or the
Treasurer or by two or more Trustees, sufficient notice thereof
being given to each Trustee by the Secretary or an Assistant
Secretary or by the officer or the Trustees calling the meeting.
2.3 Notice of Special Meetings. It shall be
sufficient notice to a Trustee of a special meeting to send
notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to the
Trustee at his or her usual or last known business or residence
address or to give notice to him or her in person or by
telephone at least twenty-four hours before the meeting. Notice
of a meeting need not be given to any Trustee if a written
waiver of notice, executed by him or her before or after the
meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto
or at its commencement the lack of notice to him or her.
Neither notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.
2.4 Notice of Certain Actions by Consent. If in
accordance with the provisions of the Declaration of Trust any
action is taken by the Trustees by a written consent of less
than all of the Trustees, then prompt notice of any such action
shall be furnished to each Trustee who did not execute such
written consent, provided that the effectiveness of such action
shall not be impaired by any delay or failure to furnish such
notice.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the
Trust shall be a President, a Treasurer, a Secretary, and such
other officers, if any, as the Trustees from time to time may in
their discretion elect. The Trust also may have such agents as
the Trustees from time to time may in their discretion appoint.
Officers may be but need not be a Trustee or shareholder. Any
two or more offices may be held by the same person.
3.2 Election. The President, the Treasurer and the
Secretary shall be elected by the Trustees upon the occurrence
of any vacancy in any such office. Other officers, if any, may
be elected or appointed by the Trustees at any time. Vacancies
in any such other office may be filled at any time.
3.3 Tenure. The President, Treasurer and Secretary
shall hold office in each case until he or she sooner dies,
resigns, is removed or becomes disqualified. Each other officer
shall hold office and each agent shall retain authority at the
pleasure of the Trustees.
3.4 Powers. Subject to the other provisions of these
By-Laws, each officer shall have, in addition to the duties and
powers herein and in the Declaration of Trust set forth, such
duties and powers as commonly are incident to the office
occupied by him or her as if the Trust were organized as a
Massachusetts business corporation or such other duties and
powers as the Trustees may from time to time designate.
3.5 President. Unless the Trustees otherwise
provide, the President shall preside at all meetings of the
shareholders and of the Trustees. Unless the Trustees otherwise
provide, the President shall be the chief executive officer.
3.6 Treasurer. The Treasurer shall be the chief
financial and accounting officer of the Trust, and, subject to
the provisions of the Declaration of Trust and to any
arrangement made by the Trustees with a custodian, investment
adviser or manager, or transfer, shareholder servicing or
similar agent, shall be in charge of the valuable papers, books
of account and accounting records of the Trust, and shall have
such other duties and powers as may be designated from time to
time by the Trustees or by the President.
3.7 Secretary. The Secretary shall record all
proceedings of the shareholders and the Trustees in books to be
kept therefor, which books or a copy thereof shall be kept at
the principal office of the Trust. In the absence of the
Secretary from any meeting of the shareholders or Trustees, an
Assistant Secretary, or if there be none or if he or she is
absent, a temporary Secretary chosen at such meeting shall
record the proceedings thereof in the aforesaid books.
3.8 Resignations and Removals. Any Trustee or
officer may resign at any time by written instrument signed by
him or her and delivered to the President or Secretary or to a
meeting of the Trustees. Such resignation shall be effective
upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by them with
or without cause. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee or officer
resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or
removal, or any right to damages on account of such removal.
ARTICLE 4
Committees
4.1 Appointment. The Trustees may appoint from their
number an executive committee and other committees. Except as
the Trustees otherwise may determine, any such committee may
make rules for conduct of its business.
4.2 Quorum; Voting. A majority of the members of any
Committee of the Trustees shall constitute a quorum for the
transaction of business, and any action of such Committee may be
taken at a meeting by a vote of a majority of the members
present (a quorum being present).
ARTICLE 5
Reports
The Trustees and officers shall render reports at the
time and in the manner required by the Declaration of Trust or
any applicable law. Officers and Committees shall render such
additional reports as they may deem desirable or as may from
time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
Except as from time to time otherwise provided by the
Trustees, the fiscal year of the Trust shall end on December 31
in each year.
ARTICLE 7
Seal
The seal of the Trust shall consist of a flat-faced
die with the word "Massachusetts," together with the name of the
Trust and the year of its organization cut or engraved thereon
but, unless otherwise required by the Trustees, the seal shall
not be necessary to be placed on, and in its absence shall not
impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
Except as the Trustees generally or in particular
cases may authorize the execution thereof in some other manner,
all deeds, leases, contracts, notes and other obligations made
by the Trustees shall be signed by the President, any Vice
President, or by the Treasurer and need not bear the seal of the
Trust.
ARTICLE 9
Issuance of Share Certificates
9.1 Sale of Shares. Except as otherwise determined
by the Trustees, the Trust will issue and sell for cash or
securities from time to time, full and fractional shares of its
shares of beneficial interest, such shares to be issued and sold
at a price of not less than net asset value per share as from
time to time determined in accordance with the Declaration of
Trust and these By-Laws and, in the case of fractional shares,
at a proportionate reduction in such price. In the case of
shares sold for securities, such securities shall be valued in
accordance with the provisions for determining value of assets
of the Trust as stated in the Declaration of Trust and these
By-Laws. The officers of the Trust are severally authorized to
take all such actions as may be necessary or desirable to carry
out this Section 9.1.
9.2 Share Certificates. In lieu of issuing
certificates for shares, the Trustees or the transfer agent
either may issue receipts therefor or may keep accounts upon the
books of the Trust for the record holders of such shares, who
shall in either case, for all purposes hereunder, be deemed to
be the holders of certificates for such shares as if they had
accepted such certificates and shall be held to have expressly
assented and agreed to the terms hereof.
The Trustees at any time may authorize the issuance of
share certificates. In that event, each shareholder shall be
entitled to a certificate stating the number of shares owned by
him, in such form as shall be prescribed from time to time by
the Trustees. Such certificate shall be signed by the President
or Vice President and by the Treasurer or Assistant Treasurer.
Such signatures may be facsimile if the certificate is signed by
a transfer agent, or by a registrar, other than a Trustee,
officer or employee of the Trust. In case any officer who has
signed or whose facsimile signature has been placed on such
certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the
same effect as if he or she were such officer at the time of its
issue.
9.3 Loss of Certificates. The Trust, or if any
transfer agent is appointed for the Trust, the transfer agent
with the approval of any two officers of the Trust, is
authorized to issue and countersign replacement certificates for
the shares of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity in
such form and with such security, if any, as the Trustees may
require.
9.4 Discontinuance of Issuance of Certificates. The
Trustees at any time may discontinue the issuance of share
certificates and by written notice to each shareholder, may
require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect
the ownership of shares in the Trust.
ARTICLE 10
Indemnification
10.1 Trustees, Officers, etc. The Trust shall
indemnify each of its Trustees and officers (including persons
who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any
interest as a shareholder, creditor or otherwise) (hereinafter
referred to as a "Covered Person") against all liabilities and
expenses, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered
Person in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in which
such Covered Person may be or may have been involved as a party
or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or
having been such a Trustee or officer, except with respect to
any matter as to which such Covered Person shall have been
finally adjudicated in a decision on the merits in any such
action, suit or other proceeding not to have acted in good faith
in the reasonable belief that such Covered Person's action was
in the best interests of the Trust and except that no Covered
Person shall be indemnified against any liability to the Trust
or its Shareholders to which such Covered Person would otherwise
be subject by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office. Expenses, including
counsel fees so incurred by any such Covered Person (but
excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), may be paid from time to
time by the Trust in advance of the final disposition or any
such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such Covered Person to repay amounts so paid
to the Trust if it is ultimately determined that indemnification
of such expenses is not authorized under this Article, provided
that (a) such Covered Person shall provide security for his
undertaking, (b) the Trust shall be insured against losses
arising by reason of such Covered Person's failure to fulfill
his undertaking, or (c) a majority of the Trustees who are
disinterested persons and who are not Interested Persons (as
that term is defined in the Investment Company Act of 1940)
(provided that a majority of such Trustees then in office act on
the matter), or independent legal counsel in a written opinion,
shall determine, based on a review of readily available facts
(but not a full trial-type inquiry), that there is reason to
believe such Covered Person ultimately will be entitled to
indemnification.
10.2 Compromise Payment. As to any matter disposed
of (whether by a compromise payment, pursuant to a consent
decree or otherwise) without an adjudication in a decision on
the merits by a court, or by any other body before which the
proceeding was brought, that such Covered Person either (a) did
not act in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust or (b) is
liable to the Trust or its Shareholders by reason of wilful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered Person's
office, indemnification shall be provided if (a) approved as in
the best interest of the Trust, after notice that it involves
such indemnification, by at least a majority of the Trustees who
are disinterested persons and are not Interested Persons
(provided that a majority of such Trustees then in office act on
the matter), upon a determination, based upon a review of
readily available facts (but not a full trial-type inquiry) that
such Covered Person acted in good faith in the reasonable belief
that such Covered Person's action was in the best interests of
the Trust and is not liable to the Trust or its Shareholders by
reason of wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such
Covered Person's office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a
review of readily available facts (but not a full trial-type
inquiry) to the effect that such Covered Person appears to have
acted in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust and that
such indemnification would not protect such Covered Person
against any liability to the Trust to which such Covered Person
would otherwise be subject by reason of wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. Any approval pursuant to
this Section shall not prevent the recovery from any Covered
Person of any amount paid to such Covered Person in accordance
with this Section as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that
such Covered Person's action was in the best interests of the
Trust or to have been liable to the Trust or its Shareholders by
reason of wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such
Covered Person's office.
10.3 Indemnification Not Exclusive. The right of
indemnification hereby provided shall not be exclusive of or
affect any other rights to which any such Covered Person may be
entitled. As used in this Article 10, the term "Covered Person"
shall include such person's heirs, executors and administrators,
and a "disinterested person" is a person against whom none of
the actions, suits or other proceedings in question or another
action, suit, or other proceeding on the same or similar grounds
is then or has been pending. Nothing contained in this article
shall affect any rights to indemnification to which personnel of
the Trust, other than Trustees and officers, and other persons
may be entitled by contract or otherwise under law, nor the
power of the Trust to purchase and maintain liability insurance
on behalf of such person.
10.4 Limitation: Notwithstanding any provisions in
the Declaration of Trust and these By-Laws pertaining to
indemnification, all such provisions are limited by the
following undertaking set forth in the rules promulgated by the
Securities and Exchange Commission:
In the event that a claim for indemnification is
asserted by a Trustee, officer or controlling person
of the Trust in connection with the registered
securities of the Trust, the Trust will not make such
indemnification unless (i) the Trust has submitted,
before a court or other body, the question of whether
the person to be indemnified was liable by reason of
wilful misfeasance, bad faith, gross negligence, or
reckless disregard of duties, and has obtained a final
decision on the merits that such person was not liable
by reason of such conduct or (ii) in the absence of
such decision, the Trust shall have obtained a
reasonable determination, based upon a review of the
facts, that such person was not liable by virtue of
such conduct, by (a) the vote of a majority of
Trustees who are neither interested persons as such
term is defined in the Investment Company Act of 1940,
nor parties to the proceeding or (b) an independent
legal counsel in a written opinion.
The Trust will not advance attorneys' fees or
other expenses incurred by the person to be
indemnified unless the Trust shall have (i) received
an undertaking by or on behalf of such person to repay
the advance unless it is ultimately determined that
such person is entitled to indemnification and one of
the following conditions shall have occurred: (x) such
person shall provide security for his undertaking, (y)
the Trust shall be insured against losses arising by
reason of any lawful advances or (z) a majority of the
disinterested, non-party Trustees of the Trust, or an
independent legal counsel in a written opinion, shall
have determined that based on a review of readily
available facts there is reason to believe that such
person ultimately will be found entitled to
indemnification.
ARTICLE 11
Shareholders
11.1 Meetings. A meeting of the shareholders shall
be called by the Secretary whenever ordered by the Trustees, or
requested in writing by the holder or holders of at least 10% of
the outstanding shares entitled to vote at such meeting. If the
meeting is a meeting of the shareholders of one or more series
of shares, but not a meeting of all shareholders of the Trust,
then only the shareholders of such one or more series shall be
entitled to notice of and to vote at the meeting. If the
Secretary, when so ordered or requested, refuses or neglects for
more than five days to call such meeting, the Trustees, or the
shareholders so requesting may, in the name of the Secretary,
call the meeting by giving notice thereof in the manner required
when notice is given by the Secretary.
11.2 Access to Shareholder List. Shareholders of
record may apply to the Trustees for assistance in communicating
with other shareholders for the purpose of calling a meeting in
order to vote upon the question of removal of a Trustee. When
ten or more shareholders of record who have been such for at
least six months preceding the date of application and who hold
in the aggregate shares having a net asset value of at least
$25,000 or at least 1% of the outstanding shares, whichever is
less, so apply, the Trustees shall within five business days
either:
(i) afford to such applicants access to a list
of names and addresses of all shareholders as recorded on the
books of the Trust; or
(ii) inform such applicants of the approximate
number of shareholders of record and the approximate cost of
mailing material to them and, within a reasonable time
thereafter, mail, at the applicants' expense, materials
submitted by the applicants, to all such shareholders of record.
The Trustees shall not be obligated to mail materials which they
believe to be misleading or in violation of applicable law.
11.3 Record Dates. For the purpose of determining
the shareholders of any series who are entitled to vote or act
at any meeting or any adjournment thereof, or who are entitled
to receive payment of any dividend or of any other distribution,
the Trustees from time to time may fix a time, which shall be
not more than 90 days before the date of any meeting of
shareholders or the date of payment of any dividend or of any
other distribution, as the record date for determining the
shareholders of such series having the right to notice of and to
vote at such meeting and any adjournment thereof or the right to
receive such dividend or distribution, and in such case only
shareholders of record on such record date shall have such right
notwithstanding any transfer of shares on the books of the Trust
after the record date; or without fixing such record date the
Trustees may for any such purposes close the register or
transfer books for all or part of such period.
11.4 Place of Meetings. All meetings of the
shareholders shall be held at the principal office of the Trust
or at such other place within the United States as shall be
designated by the Trustees or the President of the Trust.
11.5 Notice of Meetings. A written notice of each
meeting of shareholders, stating the place, date and hour and
the purposes of the meeting, shall be given at least ten days
before the meeting to each shareholder entitled to vote thereat
by leaving such notice with him or at his residence or usual
place of business or by mailing it, postage prepaid, and
addressed to such shareholder at his address as it appears in
the records of the Trust. Such notice shall be given by the
Secretary or an Assistant Secretary or by an officer designated
by the Trustees. No notice of any meeting of shareholders need
be given to a shareholder if a written waiver of notice,
executed before or after the meeting by such shareholder or his
attorney thereunto duly authorized, is filed with the records of
the meeting.
11.6 Ballots. No ballot shall be required for any
election unless requested by a shareholder present or
represented at the meeting and entitled to vote in the election.
11.7 Proxies. Shareholders entitled to vote may vote
either in person or by proxy in writing dated not more than six
months before the meeting named therein, which proxies shall be
filed with the Secretary or other person responsible to record
the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies
shall entitle the holders thereof to vote at any adjournment of
such meeting but shall not be valid after the final adjournment
of such meeting.
ARTICLE 12
Amendments to the By-Laws
These By-Laws may be amended or repealed, in whole or
in part, by a majority of the Trustees then in office at any
meeting of the Trustees, or by one or more writings signed by
such a majority.
Dated: June 2, 1986
Exhibit (8)(a)
AMENDED AND RESTATED CUSTODY AGREEMENT
Amended and Restated Custody Agreement made as of
August 18, 1989 between DREYFUS INSTITUTIONAL MONEY MARKET FUND,
a business trust organized and existing under the laws of the
Commonwealth of Massachusetts, having its principal office and
place of business at 666 Old Country Road, Garden City, New York
11530 (hereinafter called the "Fund"), and THE BANK OF NEW YORK,
a New York corporation authorized to do a banking business,
having its principal office and place of business at 48 Wall
Street, New York, New York 10015 (hereinafter called the
"Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not
any such person is an Officer or employee of the Fund, duly
authorized by the Trustees of the Fund to give Oral Instructions
and Written Instructions on behalf of the Fund and listed in the
Certificate annexed hereto as Appendix A or such other
Certificate as may be received by the Custodian from time to
time.
2. "Available Balance" shall mean for any given day
during a calendar year the aggregate amount of Federal Funds
held in the Fund's custody account(s) at The Bank of New York,
or its successors, as of the close of such day or, if such day
is not a business day, the close of the preceding business day.
3. "Bankruptcy" shall mean with respect to a party
such party's making a general assignment, arrangement or
composition with or for the benefit of its creditors, or
instituting or having instituted against it a proceeding seeking
a judgment of insolvency or bankruptcy or the entry of an order
for relief under the Federal bankruptcy law or any other relief
under any bankruptcy or insolvency law or other similar law
affecting creditors' rights, or if a petition is presented for
the winding up or liquidation of the party or a resolution is
passed for its winding up or liquidation, or it seeks, or
becomes subject to, the appointment of an administrator,
receiver, trustee, custodian or other similar official for it or
for all or substantially all of its assets or its taking any
action in furtherance of, or indicating its consent to approval
of, or acquiescence in, any of the foregoing.
4. "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and Federal
agency securities, its successor or successors and its nominee
or nominees.
5. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures Contracts and Futures Contract Options entitling the
holder, upon timely exercise and payment of the exercise price,
as specified therein, to purchase from the writer thereof the
specified underlying Securities.
6. "Certificate" shall mean any notice, instruction,
or other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually
received by the Custodian and signed on behalf of the Fund by
any two Officers of the Fund.
7. "Clearing Member" shall mean a registered
broker-dealer which is a clearing member under the rules of
O.C.C. and a member of a national securities exchange qualified
to act as a custodian for an investment company, or any
broker-dealer reasonably believed by the Custodian to be such a
clearing member.
8. "Collateral Account" shall mean a segregated
account so denominated and pledged to the Custodian as security
for, and in consideration of, the Custodian's issuance of (a)
any Put Option guarantee letter or similar document described in
paragraph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S.
Consumer Price Index, all items and all urban consumers, U.S.
city average 1982-84 equals 100, as first published without
seasonal adjustment by the Bureau of Labor Statistics, the
Department of Labor, without regard to subsequent revisions or
corrections by such Bureau.
10. "Covered Call Option" shall mean an exchange
traded option entitling the holder, upon timely exercise and
payment of the exercise price, as specified therein, to purchase
from the writer thereof the specified Securities (excluding
Futures Contracts) which are owned by the writer thereof and
subject to appropriate restrictions.
11. "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the
Securities and Exchange Commission, its successor or successors
and its nominee or nominees, provided the Custodian has received
a certified copy of a resolution of the Fund's Trustees
specifically approving deposits in DTC. The term "Depository"
shall further mean and include any other person authorized to
act as a depository under the Investment Company Act of 1940,
its successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution of
the Fund's Trustees specifically approving deposits therein by
the Custodian.
12. "Earnings Credit" shall mean for any given day
during a calendar year the product of (a) the Federal Funds Rate
for such date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available
same day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.I5 (519) and
applicable to such day and each succeeding day which is not a
business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes,
U.S. Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at
an agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option
with respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account
in the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member,
or otherwise, in accordance with an agreement between the Fund,
the Custodian and a broker, dealer, futures commission merchant
or Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund
may from time to time determine. Securities held in the
Book-Entry System or the Depository shall be deemed to have been
deposited in, or withdrawn from, a Margin Account upon the
Custodian's effecting an appropriate entry on its books and
records.
19. "Merger" shall mean (a) with respect to the Fund,
the consolidation or amalgamation with, merger into, or transfer
of all or substantially all of its assets to, another entity,
where the Fund is not the surviving entity, and (b) with respect
to the Custodian, any consolidation or amalgamation with, merger
into, or transfer of all or substantially all of its assets to,
another entity, except for any such consolidation, amalgamation,
merger or transfer of assets between the Custodian and The Bank
of New York Company, Inc. or any subsidiary thereof, or the
Irving Bank Corporation or any subsidiary thereof, provided that
the surviving entity agrees to be bound by the terms of this
Agreement.
20. "Money Market Security" shall be deemed to
include, without limitation, debt obligations issued or
guaranteed as to principal and interest by the government of the
United States or agencies or instrumentalities thereof,
commercial paper, certificates of deposit and bankers'
acceptances, repurchase and reverse repurchase agreements with
respect to the same and bank time deposits, where the purchase
and sale of such securities normally requires settlement in
Federal funds on the same date as such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation,
a clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its
nominee or nominees.
22. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the Trustees of
the Fund to execute any Certificate, instruction, notice or
other instrument on behalf of the Fund and listed in the
Certificate annexed hereto as Appendix B or such other
Certificate as may be received by the Custodian from time to
time.
23. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal
instructions actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person.
25. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures Contracts, and Futures Contract Options entitling the
holder, upon timely exercise and tender of the specified
underlying Securities, to sell such Securities to the writer
thereof for the exercise price.
26. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and agrees
to repurchase such Securities at a described or specified date
and price.
27. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock Index
Futures Contract Options, Financial Futures Contracts, Financial
Futures Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having characteristics
similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public
authorities (including, without limitation, general obligation
bonds, revenue bonds and industrial bonds and industrial
development bonds), bonds, debentures, notes, mortgages or other
obligations, and any certificates, receipts, warrants or other
instruments representing rights to receive, purchase, sell or
subscribe for the same, or evidencing or representing any other
rights or interest therein, or any property or assets.
28. "Segregated Security Account" shall mean an
account maintained under the terms of this Agreement as a
segregated account, by recordation or otherwise, within the
custody account in which certain Securities and/or other assets
of the Fund shall be deposited and withdrawn from time to time
in accordance with Certificates received by the Custodian in
connection with such transactions as the Fund may from time to
time determine.
29. "Shares" shall mean the shares of beneficial
interest of the Fund, each of which, in the case of a Fund
having Series, is allocated to a particular Series.
30. "Stock Index Futures Contract" shall mean a
bilateral agreement pursuant to which the parties agree to take
or make delivery of an amount of cash equal to a specified
dollar amount times the difference between the value of a
particular stock index at the close of the last business day of
the contract and the price at which the futures contract is
originally struck.
31. "Stock Index Option" shall mean an exchange
traded option entitling the holder, upon timely exercise, to
receive an amount of cash determined by reference to the
difference between the exercise price and the value of the index
on the date of exercise.
32. "Written Instructions" shall mean written
communications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement,
except that (a) if the Custodian fails to provide for the
custody of any of the Fund's Securities and moneys located or to
be located outside the United States in a manner satisfactory to
the Fund, the Fund shall be permitted to arrange for the custody
of such Securities and moneys located or to be located outside
the United States other than through the Custodian at rates to
be negotiated and borne by the Fund and (b) if the Custodian
fails to continue any existing sub-custodial or similar
arrangements on substantially the same terms as exist on the
date of this Agreement, the Fund shall be permitted to arrange
for such or similar services other than through the Custodian at
rates to be negotiated and borne by the Fund. The Custodian
shall not charge the Fund for any such terminated services after
the date of such termination.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, the Fund will deliver or cause
to be delivered to the Custodian all Securities and all moneys
owned by it, including cash received for the issuance of its
shares, at any time during the period of this Agreement. The
Custodian will not be responsible for such Securities and such
moneys until actually received by it. The Custodian will be
entitled to reverse any credits made on the Fund's behalf where
such credits have been previously made and moneys are not
finally collected. The Fund shall deliver to the Custodian a
certified resolution of the Trustees of the Fund approving,
authorizing and instructing the Custodian on a continuous and
on-going basis to deposit in the Book-Entry System all
Securities eligible for deposit therein and to utilize the
Book-Entry System to the extent possible in connection with its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of
Securities collateral. Prior to a deposit of Securities of the
Fund in the Depository the Fund shall deliver to the Custodian a
certified resolution of the Trustees of the Fund approving,
authorizing and instructing the Custodian on a continuous and
ongoing basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the Depository
all Securities eligible for deposit therein and to utilize the
Depository to the extent possible in connection with it's
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of
Securities collateral. Securities and moneys of the Fund
deposited in either the Book-Entry System or the Depository will
be represented in accounts which include only assets held by the
Custodian for customers, including, but not limited to, accounts
in which the Custodian acts in a fiduciary or representative
capacity. Prior to the Custodian's accepting, utilizing and
acting with respect to Clearing Member confirmations for Options
and transactions in Options as provided in this Agreement, the
Custodian shall have received a certified resolution of the
Fund's Board of Trustees approving, authorizing and instructing
the Custodian on a continuous and on-going basis, until
instructed to the contrary by a Certificate actually received by
the Custodian, to accept, utilize and act in accordance with
such confirmations as provided in this Agreement.
2. The Custodian shall credit to a separate account
in the name of the Fund all moneys received by it for the
account of the Fund, and shall disburse the same only:
(a) In payment for Securities purchased, as provided
in Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name
and address of the person to whom the payment is to be made, and
the purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of
the expenses and liabilities of the Custodian, as provided in
Article XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund
during said day. Where Securities are transferred to the
account of the Fund, the Custodian shall also by book-entry or
otherwise identify as belonging to the Fund a quantity of
Securities in a fungible bulk of Securities registered in the
name of the Custodian (or its nominee) or shown on the
Custodian's account on the books of the Book-Entry System or the
Depository. At least monthly and from time to time, the
Custodian shall furnish the Fund with a detailed statement of
the Securities and moneys held for the Fund under this
Agreement.
4. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, all Securities held for the
Fund, which are issued or issuable only in bearer form, except
such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held
for the Fund may be registered in the name of the Fund, in the
name of any duly appointed registered nominee of the Custodian
as the Custodian may from time to time determine, or in the name
of the Book-Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund agrees to
furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name of
the Book-Entry System or the Depository, any Securities which it
may hold for the account of the Fund and which may from time to
time be registered in the name of the Fund. The Custodian shall
hold all such Securities which are not held in the Book-Entry
System or in the Depository in a separate account in the name of
the Fund physically segregated at all times from those of any
other person or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate,
the Custodian by itself, or through the use of the Book-Entry
System or the Depository with respect to Securities therein
deposited, shall with respect to all Securities held for the
Fund in accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will
provide a conditional payment of income within 60 days from the
date the Custodian received such notice, unless the Custodian
reasonably concludes that such income was not due or payable to
the Fund, provided that the Custodian may reverse any such
conditional payment upon its reasonably concluding that all or
any portion of such income was not due or payable, and provided
further that the Custodian shall not be liable for failing to
collect on a timely basis the full amount of income due or
payable in respect of a "floating rate instrument" or "variable
rate instrument" (as such terms are defined under Rule 2a-7
under the Investment Company Act of 1940, as amended) if it has
acted in good faith, without negligence or willful misconduct.
(b) Present for payment and collect the amount
payable upon such Securities which are called, but only if
either (i) the Custodian receives a written notice of such call,
or (ii) notice of such call appears in one or more of the
publications listed in Appendix C annexed hereto, which may be
amended at any time by the Custodian upon five business days'
prior notification to the Fund;
(c) Present for payment and collect the amount
payable upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws
or the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System
or the Depository with respect to Securities therein deposited,
for the account of the Fund all rights and similar securities
issued with respect to any Securities held by the Custodian
hereunder.
6. Upon receipt of a Certificate and not otherwise,
the Custodian, directly or through the use of the Book-Entry
System or the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents,
authorizations, and any other instruments whereby the authority
of the Fund as owner of any Securities may be exercised;
(b) Deliver any Securities held for the Fund in
exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person
in connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or
other instruments or documents as may be issued to it to
evidence such delivery;
(d) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount
payable upon Securities not described in preceding paragraph
5(b) of this Article which may be called as specified in the
Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to
such availability, the Custodian shall comply with Section 17(f)
of the Investment Company Act of 1940, as amended, in connection
with the purchase, sale, settlement, closing out or writing of
Futures Contracts, Options or Futures Contract Options by making
payments or deliveries specified in Certificates received by the
Custodian in connection with any such purchase, sale, writing,
settlement or closing out upon its receipt from a broker, dealer
or futures commission merchant of a statement or confirmation
reasonably believed by the Custodian to be in the form
customarily used by brokers, dealers, or futures commission
merchants with respect to such Futures Contracts, Options or
Futures Contract Options, as the case may be, confirming that
such Security is held by such broker, dealer or futures
commission merchant, in book-entry form or otherwise, in the
name of the Custodian (or any nominee of the Custodian) as
custodian for the Fund, provided, however, that payments to or
deliveries from the Margin Account shall be made in accordance
with the terms and conditions of the Margin Account Agreement.
Whenever any such instruments or certificates are available, the
Custodian shall, notwithstanding any provision in this Agreement
to the contrary, make payment for any Futures Contract, Option
or Futures Contract Option for which such instruments or such
certificates are available only against the delivery to the
Custodian of such instrument or such certificate, and deliver
any Futures Contract, Option or Futures Contract Option for
which such instruments or such certificates are available only
against receipt by the Custodian of payment therefor. Any such
instrument or certificate delivered to the Custodian shall be
held by the Custodian hereunder in accordance with, and subject
to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the
Fund shall deliver to the Custodian (i) with respect to each
purchase of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase:
(a) the name of the issuer and the title of the Securities; (b)
the number of shares or the principal amount purchased and
accrued interest, if any; (c) the date of purchase and
settlement; (d) the purchase price per unit; (e) the total
amount payable upon such purchase; (f) the name of the person
from whom or the broker through whom the purchase was made, and
the name of the clearing broker, if any; and (g) the name of the
broker to which payment is to be made. The Custodian shall,
upon receipt of Securities purchased by or for the Fund, pay out
of the moneys held for the account of the Fund the total amount
payable to the person from whom, or the broker through whom, the
purchase was made, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral
Instructions or Written Instructions.
2. Promptly after each sale of Securities by the
Fund, other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions,
specifying with respect to each such sale: (a) the name of the
issuer and the title of the Security; (b) the number of shares
or principal amount sold, and accrued interest, if any; (c) the
date of sale; (d) the sale price per unit; (e) the total amount
payable to the Fund upon such sale; (f) the name of the broker
through whom or the person to whom the sale was made, and the
name of the clearing broker, if any; and (g) the name of the
broker to whom the Securities are to be delivered. The
Custodian shall deliver the Securities upon receipt of the total
amount payable to the Fund upon such sale, provided that the
same conforms to the total amount payable as set forth in such
Certificate, Oral Instructions or Written Instructions. Subject
to the foregoing, the Custodian may accept payment in such form
as shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing
among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the type
of Option (put or call); (b) the name of the issuer and the
title and number of shares subject to such Option or, in the
case of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options purchased;
(c) the expiration date; (d) the exercise price; (e) the dates
of purchase and settlement; (f) the total amount payable by the
Fund in connection with such purchase; (g) the name of the
Clearing Member through which such Option was purchased; and (h)
the name of the broker to whom payment is to be made. The
Custodian shall pay, upon receipt of a Clearing Member's
statement confirming the purchase of such Option held by such
Clearing Member for the account of the Custodian (or any duly
appointed and registered nominee of the Custodian) as custodian
for the Fund, out of moneys held for the account of the Fund,
the total amount payable upon such purchase to the Clearing
Member through whom the purchase was made, provided that the
same conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph l hereof, the Fund shall deliver
to the Custodian a Certificate specifying with respect to each
such sale: (a) the type of Option (put or call); (b) the name
of the issuer and the title and number of shares subject to such
Option or, in the case of a Stock Index Option, the stock index
to which such Option relates and the number of Stock Index
Options sold; (c) the date of sale; (d) the sale price; (e) the
date of settlement; (f) the total amount payable to the Fund
upon such sale; and (g) the name of the Clearing Member through
which the sale was made. The Custodian shall consent to the
delivery of the Option sold by the Clearing Member which
previously supplied the confirmation described in preceding
paragraph 1 of this Article with respect to such Option against
payment to the Custodian of the total amount payable to the
Fund, provided that the same conforms to the total amount
payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any
Call Option purchased by the Fund pursuant to paragraph 1
hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Call Option: (a) the name of
the issuer and the title and number of shares subject to the
Call Option; (b) the expiration date; (c) the date of exercise
and settlement; (d) the exercise price per share; (e) the total
amount to be paid by the Fund upon such exercise; and (f) the
name of the Clearing Member through which such Call Option was
exercised. The Custodian shall, upon receipt of the Securities
underlying the Call Option which was exercised, pay out of the
moneys held for the account of the Fund the total amount payable
to the Clearing Member through whom the Call Option was
exercised, provided that the same conforms to the total amount
payable as set forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares subject to the Put Option; (b)
the expiration date; (c) the date of exercise and settlement;
(d) the exercise price per share; (e) the total amount to be
paid to the Fund upon such exercise; and (f) the name of the
Clearing Member through which such Put Option was exercised.
The Custodian shall, upon receipt of the amount payable upon the
exercise of the Put Option, deliver or direct the Depository to
deliver the Securities, provided the same conforms to the amount
payable to the Fund as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any
Stock Index Option purchased by the Fund pursuant to paragraph 1
hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) the
type of Stock Index Option (put or call); (b) the number of
Options being exercised; (c) the stock index to which such
Option relates; (d) the expiration date; (e) the exercise price;
(f) the total amount to be received by the Fund in connection
with such exercise; and (g) the Clearing Member from which such
payment is to be received.
6. Whenever the Fund writes a Covered Call Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the
name of the issuer and the title and number of shares for which
the Covered Call Option was written and which underlie the same;
(b) the expiration date; (c) the exercise price; (d) the premium
to be received by the Fund; (e) the date such Covered Call
Option was written; and (f) the name of the Clearing Member
through which the premium is to be received. The Custodian
shall deliver or cause to be delivered, in exchange for receipt
of the premium specified in the Certificate with respect to such
Covered Call Option, such receipts as are required in accordance
with the customs prevailing among Clearing Members dealing in
Covered Call Options and shall impose, or direct the Depository
to impose, upon the underlying Securities specified in the
Certificate such restrictions as may be required by such
receipts. Notwithstanding the foregoing, the Custodian has the
right, upon prior written notification to the Fund, at any time
to refuse to issue any receipts for Securities in the possession
of the Custodian and not deposited with the Depository
underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct
the Depository to deliver, the Securities subject to such
Covered Call Option and specifying: (a) the name of the issuer
and the title and number of shares subject to the Covered Call
Option; (b) the Clearing Member to whom the underlying
Securities are to be delivered; and (c) the total amount payable
to the Fund upon such delivery. Upon the return and/or
cancellation of any receipts delivered pursuant to paragraph 6
of this Article, the Custodian shall deliver, or direct the
Depository to deliver, the underlying Securities as specified in
the Certificate for the amount to be received as set forth in
such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares for which the Put Option is
written and which underlie the same; (b) the expiration date;
(c) the exercise price; (d) the premium to be received by the
Fund; (e) the date such Put Option is written; (f ) the name of
the Clearing Member through which the premium is to be received
and to whom a Put Option guarantee letter is to be delivered;
(g) the amount of cash, and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security
Account; and (h) the amount of cash and/or the amount and kind
of Securities to be deposited into the Collateral Account. The
Custodian shall, after making the deposits into the Collateral
Account specified in the Certificate, issue a Put Option
guarantee letter substantially in the form utilized by the
Custodian on the date hereof, and deliver the same to the
Clearing Member specified in the Certificate against receipt of
the premium specified in said Certificate. Notwithstanding the
foregoing, the Custodian shall be under no obligation to issue
any Put Option guarantee letter or similar document if it is
unable to make any of the representations contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund
shall promptly deliver to the Custodian a Certificate
specifying: (a) the name of the issuer and title and number of
shares subject to the Put Option; (b) the Clearing Member from
which the underlying Securities are to be received; (c) the
total amount payable by the Fund upon such delivery; (d) the
amount of cash and/or the amount and kind of Securities to be
withdrawn from the Collateral Account; and (e) the amount of
cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account. Upon the return
and/or cancellation of any Put Option guarantee letter or
similar document issued by the Custodian in connection with such
Put Option, the Custodian shall pay out of the moneys held for
the account of the Fund the total amount payable to the Clearing
Member specified in the Certificate as set forth in such
Certificate, and shall make the withdrawals specified in such
Certificate.
10. Whenever the Fund writes a Stock Index Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) whether
such Stock Index Option is a put or a call; (b) the number of
Options written; (c) the stock index to which such Option
relates; (d) the expiration date; (e) the exercise price; (f)
the Clearing Member through which such Option was written; (g)
the premium to be received by the Fund; (h) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (i) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Collateral Account; and (j) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in a Margin Account, and the name in which such
account is to be or has been established. The Custodian shall,
upon receipt of the premium specified in the Certificate, make
the deposits, if any, into the Segregated Security Account
specified in the Certificate, and either (1) deliver such
receipts, if any, which the Custodian has specifically agreed to
issue, which are in accordance with the customs prevailing among
Clearing Members in Stock Index Options and make the deposits
into the Collateral Account specified in the Certificate, or (2)
make the deposits into the Margin Account specified in the
Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) such information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member through
which such Stock Index Option is being exercised; (c) the total
amount payable upon such exercise, and whether such amount is to
be paid by or to the Fund; (d) the amount of cash and/or amount
and kind of Securities, if any, to be withdrawn from the Margin
Account; and (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article,
the Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical
to a previously written Option described in paragraphs 6, 8 or
10 of this Article in a transaction expressly designated as a
"Closing Purchase Transaction" in order to liquidate its
position as a writer of an Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect
to the Option being purchased: (a) that the transaction is a
Closing Purchase Transaction; (b) the name of the issuer and the
title and number of shares subject to the Option, or, in the
case of a Stock Index Option, the stock index to which such
Option relates and the number of Options held; (c) the exercise
price; (d) the premium to be paid by the Fund; (e) the
expiration date; (f) the type of Option (put or call); (g) the
date of such purchase; (h) the name of the Clearing Member to
which the premium is to be paid; and (i) the amount of cash
and/or the amount and kind of Securities, if any, to be
withdrawn from the Collateral Account, a specified Margin
Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8
or 10 of this Article with respect to the Option being
liquidated through the Closing Purchase Transaction, the
Custodian shall remove, or direct the Depository to remove, the
previously imposed restrictions on the Securities underlying the
Call Option.
13. Upon the expiration or exercise of, or
consummation of a Closing Purchase Transaction with respect to,
any Option purchased or written by the Fund and described in
this Article, the Custodian shall delete such Option from the
statements delivered to the Fund pursuant to paragraph 3 of
Article III herein, and upon the return and/or cancellation of
any receipts issued by the Custodian, shall make such
withdrawals from the Collateral Account, the Margin Account
and/or the Segregated Security Account as may be specified in a
Certificate received in connection with such expiration,
exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with
respect to any number of identical Futures Contract(s)): (a)
the category of Futures Contract (the name of the underlying
stock index or financial instrument); (b) the number of
identical Futures Contracts entered into; (c) the delivery or
settlement date of the Futures Contract(s); (d) the date the
Futures Contract(s) was (were) entered into and the maturity
date; (e) whether the Fund is buying (going long) or selling
(going short) on such Futures Contract(s); (f) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (g) the name of
the broker, dealer or futures commission merchant through which
the Futures Contract was entered into; and (h) the amount of fee
or commission, if any, to be paid and the name of the broker,
dealer or futures commission merchant to whom such amount is to
be paid. The Custodian shall make the deposits, if any, to the
Margin Account in accordance with the terms and conditions of
the Margin Account Agreement. The Custodian shall make payment
of the fee or commission, if any, specified in the Certificate
and deposit in the Segregated Security Account the amount of
cash and/or the amount and kind of Securities specified in said
Certificate.
2. (a) Any variation margin payment or similar
payment required to be made by the Fund to a broker, dealer or
futures commission merchant with respect to an outstanding
Futures Contract shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar
payment from a broker, dealer or futures commission merchant to
the Fund with respect to an outstanding Futures Contract shall
be received and dealt with by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the custodian
hereunder is retained by the Fund until delivery or settlement
is made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Futures Contract;
(b) with respect to a Stock Index Futures Contract, the total
cash settlement amount to be paid or received, and with respect
to a Financial Futures Contract, the Securities and/or amount of
cash to be delivered or received; (c) the broker, dealer or
futures commission merchant to or from which payment or delivery
is to be made or received; and (d) the amount of cash and/or
Securities to be withdrawn from the Segregated Security Account.
The Custodian shall make the payment or delivery specified in
the Certificate and delete such Futures Contract from the
statements delivered to the Fund pursuant to paragraph 3 of
Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b)
the Futures Contract being offset. The Custodian shall make
payment of the fee or commission, if any, specified in the
Certificate and delete the Futures Contract being offset from
the statements delivered to the Fund pursuant to paragraph 3 of
Article III herein, and make such withdrawals from the
Segregated security Account as may be specified in such
Certificate. The withdrawals, if any, to be made from the
Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures
Contract Option by the Fund, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such Futures
Contract Option: (a) the type of Futures Contract Option (put
or call); (b) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option purchased; (c) the
expiration date; (d) the exercise price; (e) the dates of
purchase and settlement; (f) the amount of premium to be paid by
the Fund upon such purchase; (g) the name of the broker or
futures commission merchant through which such option was
purchased; and (h) the name of the broker or futures commission
merchant to whom payment is to be made. The Custodian shall pay
the total amount to be paid upon such purchase to the broker or
futures commission merchant through whom the purchase was made,
provided that the same conforms to the amount set forth in such
Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date
of settlement; (f) the total amount payable to the Fund upon
such sale; and (g) the name of the broker or futures commission
merchant through which the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by
the Fund pursuant to paragraph 1 is exercised by the Fund, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option (put or
call) being exercised; (b) the type of Futures Contract
underlying the Futures Contract Option; (c) the date of
exercise; (d) the name of the broker or futures commission
merchant through which the Futures Contract Option is exercised;
(e) the net total amount, if any, payable by the Fund; (f) the
amount, if any, to be received by the Fund; and (g) the amount
of cash and/or the amount and kind of Securities to be deposited
in the Segregated Security Account. The Custodian shall make
the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate.
The deposits, if any, to be made to the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract
Option, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as
may be necessary to identify the Futures Contract underlying the
Futures Contract Option; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the Fund; (f)
the name of the broker or futures commission merchant through
which the premium is to be received; and (g) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account. The Custodian
shall, upon receipt of the premium specified in the Certificate,
make the deposits into the Segregated Security Account, if any,
as specified in the Certificate. The deposits, if any, to be
made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying: (a) the
particular Futures Contract Option exercised; (b) the type of
Futures Contract underlying the Futures Contract Option; (c) the
name of the broker or futures commission merchant through which
such Futures Contract Option was exercised; (d) the net total
amount, if any, payable to the Fund upon such exercise; (e) the
net total amount, if any, payable by the Fund upon such
exercise; and (f) the amount of cash and/or the amount and kind
of Securities to be deposited in the Segregated Security
Account. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in such
Certificate make the payments, if any, and the deposits, if any,
into the Segregated Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is
written by the Fund and which is a Put Option is exercised, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option
exercised; (b) the type of Futures Contract underlying such
Futures Contract Option; (c) the name of the broker or futures
commission merchant through which such Futures Contract Option
is exercised; (d) the net total amount, if any, payable to the
Fund upon such exercise; (e) the net total amount, if any,
payable by the Fund upon such exercise; and (f) the amount and
kind of Securities and/or cash to be withdrawn from or deposited
in the Segregated Security Account, if any. The Custodian
shall, upon its receipt of the net total amount payable to the
Fund, if any, specified in the Certificate, make the payments,
if any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits to and/or
withdrawals from the Margin Account, if any, shall be made by
the Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as
a writer of such Futures Contract Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with
respect to the Futures Contract Option being purchased: (a)
that the transaction is a closing transaction; (b) the type of
Futures Contract and such other information as may be necessary
to identify the Futures Contract underlying the Futures Contract
Option; (c) the exercise price; (d) the premium to be paid by
the Fund; (e) the expiration date; (f) the name of the broker or
futures commission merchant to which the premium is to be paid;
and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account. The Custodian shall effect the withdrawals from the
Segregated Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
8. Upon the expiration or exercise of, or
consummation of a closing transaction with respect to, any
Futures Contract Option written or purchased by the Fund and
described in this Article, the Custodian shall (a) delete such
Futures Contract Option from the statements delivered to the
Fund pursuant to paragraph 3 of Article III herein, and (b) make
such withdrawals from, and/or, in the case of an exercise, such
deposits into, the Segregated Security Account as may be
specified in a Certificate. The deposits to and/or withdrawals
from the Margin Account, if any, shall be made by the Custodian
in accordance with the terms and conditions of the Margin
Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the name
of the issuer and the title of the Security; (b) the number of
shares or principal amount sold, and accrued interest or
dividends, if any; (c) the dates of the sale and settlement; (d)
the sale price per unit; (e) the total amount credited to the
Fund upon such sales, if any; (f) the amount of cash and/or the
amount and kind of Securities, if any, which are to be deposited
in a Margin Account and the name in which such Margin Account
has been or is to be established; (g) the amount of cash and/or
the amount and kind of Securities, if any, to be deposited in a
Segregated Security Account; and (h) the name of the broker
through which such short sale was made. The Custodian shall
upon its receipt of a statement from such broker confirming such
sale and that the total amount credited to the Fund upon such
sale, if any, as specified in the Certificate is held by such
broker for the account of the Custodian (or any nominee of the
Custodian) as custodian of the Fund, issue a receipt or make the
deposits into the Margin Account and the Segregated Security
Account specified in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out:
(a) the name of the issuer and the title of the Security; (b)
the number of shares or the principal amount, and accrued
interest or dividends, if any, required to effect such
closing-out to be delivered to the broker; (c) the dates of the
closing-out and settlement; (d) the purchase price per unit; (e)
the net total amount payable to the Fund upon such closing-out;
(f) the net total amount payable to the broker upon such
closing-out; (g) the amount of cash and the amount and kind of
Securities to be withdrawn, if any, from the Margin Account; (h)
the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Segregated Security Account; and
(i) the name of the broker through which the Fund is effecting
such closing-out. The Custodian shall, upon receipt of the net
total amount payable to the Fund upon such closing-out and the
return and/or cancellation of the receipts, if any, issued by
the custodian with respect to the short sale being closed-out,
pay out of the moneys held for the account of the Fund to the
broker the net total amount payable to the broker, and make the
withdrawals from the Margin Account and the Segregated Security
Account, as the same are specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held
by the Custodian hereunder, the Fund shall deliver to the
Custodian a Certificate or in the event such Reverse Repurchase
Agreement is a Money Market Security, a Certificate, Oral
Instructions or Written Instructions specifying: (a) the total
amount payable to the Fund in connection with such Reverse
Repurchase Agreement; (b) the broker or dealer through or with
which the Reverse Repurchase Agreement is entered; (c) the
amount and kind of Securities to be delivered by the Fund to
such broker or dealer; (d) the date of such Reverse Repurchase
Agreement; and (e) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in a Segregated Security
Account in connection with such Reverse Repurchase Agreement.
The Custodian shall, upon receipt of the total amount payable to
the Fund specified in the Certificate, Oral Instructions or
Written Instructions make the delivery to the broker or dealer,
and the deposits, if any, to the Segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund
shall promptly deliver a Certificate or, in the event such
Reverse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions to the
Custodian specifying: (a) the Reverse Repurchase Agreement
being terminated; (b) the total amount payable by the Fund in
connection with such termination; (c) the amount and kind of
Securities to be received by the Fund in connection with such
termination; (d) the date of termination; (e) the name of the
broker or dealer with or through which the Reverse Repurchase
Agreement is to be terminated; and (f) the amount of cash and/or
the amount and kind of Securities to be withdrawn from the
Segregated Security Account. The Custodian shall, upon receipt
of the amount and kind of Securities to be received by the Fund
specified in the Certificate, Oral Instructions or Written
Instructions, make the payment to the broker or dealer, and the
withdrawals, if any, from the Segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account
as specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount
and kind of Securities to be deposited in, or withdrawn from,
the Segregated Security Account. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and the number of shares or the principal amount of any
particular Securities to be deposited by the Custodian into, or
withdrawn from, a Segregated Securities Account, the Custodian
shall be under no obligation to make any such deposit or
withdrawal and shall no notify the Fund.
2. The custodian shall make deliveries or payments
from a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its
lien and realize on any such property whenever the Custodian has
made payment or delivery pursuant to any Put Option guarantee
letter or similar document or any receipt issued hereunder by
the Custodian. In the event the Custodian should realize on any
such property net proceeds which are less than the Custodian's
obligations under any Put Option guarantee letter or similar
document or any receipt, such deficiency shall be a debt owed
the Custodian by the Fund within the scope of Article XIII
herein.
5. On each business day, the Custodian shall furnish
the Fund with a statement with respect to each Margin Account in
which money or Securities are held specifying as of the close of
business on the previous business day: (a) the name of the
Margin Account; (b) the amount and kind of Securities held
therein; and (c) the amount of money held therein. The
Custodian shall make available upon request to any broker,
dealer or futures commission merchant specified in the name of a
Margin Account a copy of the statement furnished the Fund with
respect to such Margin Account.
6. Promptly after the close of business on each
business day in which cash and/or Securities are maintained in a
Collateral Account, the Custodian shall furnish the Fund with a
Statement with respect to such Collateral Account specifying the
amount of cash and/or the amount and kind of Securities held
therein. No later than the close of business next succeeding
the delivery to the Fund of such statement, the Fund shall
furnish to the Custodian a Certificate or Written Instructions
specifying the then market value of the securities described in
such statement. In the event such then market value is
indicated to be less than the Custodian's obligation with
respect to any outstanding Put Option, guarantee letter or
similar document, the Fund shall promptly specify in a
Certificate the additional cash and/or Securities to be
deposited in such Collateral Account to eliminate such
deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of
the resolution of the Trustees, certified by the Secretary or
any Assistant Secretary, either (i) setting forth the date of
the declaration of a dividend or distribution, the date of
payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the
total amount payable to the Dividend Agent of the Fund on the
payment date, or (ii) authorizing the declaration of dividends
and distributions on a daily basis and authorizing the Custodian
to rely on Oral Instructions, Written Instructions or a
Certificate setting forth the date of the declaration of such
dividend or distribution, the date of payment thereof, the
record date as of which shareholders entitled to payment shall
be determined, the amount payable per share to the shareholders
of record as of that date and the total amount payable to the
Dividend Agent on the payment date.
2. Upon the payment date specified in such
resolution, Oral Instructions, Written Instructions or
Certificate, as the case may be, the Custodian shall pay out of
the moneys held for the account of the Fund the total amount
payable to the Dividend Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF BENEFICIAL INTEREST
1. Whenever the Fund shall sell any of its Shares, it
shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price;
and
(b) The amount of money to be received by the
Custodian for the sale of such Shares.
2. Upon receipt of such money from the Transfer
Agent, the Custodian shall credit such money to the account of
the Fund.
3. Upon issuance of any of the Fund's Shares in
accordance with the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account of
the Fund, all original issue or other taxes required to be paid
by the Fund in connection with such issuance upon the receipt of
a Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any of its Shares, it shall furnish to
the Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of Shares received by the Transfer
Agent for redemption and that such Shares are valid and in good
form for redemption, the Custodian shall make payment to the
Transfer Agent out of the moneys held for the account of the
Fund of the total amount specified in the Certificate issued
pursuant to the foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of the Fund's Shares, whenever its Shares are
redeemed pursuant to any check redemption privilege which may
from time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part of
such check redemption privilege out of the money held in the
account of the Fund for such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of the Fund which results in an
overdraft because the moneys held by the Custodian for the
account of the Fund shall be insufficient to pay the total
amount payable upon a purchase of Securities as set forth in a
Certificate or Oral Instructions issued pursuant to Article IV,
or which results in an overdraft for some other reason, or if
the Fund is for any other reason indebted to the Custodian
(except a borrowing for investment or for temporary or emergency
purposes using Securities as collateral pursuant to a separate
agreement and subject to the provisions of paragraph 2 of this
Article XIII), such overdraft or indebtedness shall be deemed to
be a loan made by the Custodian to the Fund payable on demand
and shall bear interest from the date incurred at a rate per
annum (based on a 360-day year for the actual number of days
involved) equal to the Federal Funds Rate plus 1/2%, such rate
to be adjusted on the effective date of any change in such
Federal Funds Rate but in no event to be less than 6% per annum,
except that any overdraft resulting from an error by the
Custodian shall bear no interest. Any such overdraft or
indebtedness shall be reduced by an amount equal to the total of
all amounts due the Fund which have not been collected by the
Custodian on behalf of the Fund when due because of the failure
of the Custodian to make timely demand or presentment for
payment. In addition, the Fund hereby agrees that the Custodian
shall have a continuing lien and security interest in and to any
property at any time held by it for the benefit of the Fund or
in which the Fund may have an interest which is then in the
Custodian's possession or control or in possession or control of
any third party acting in the Custodian's behalf. The Fund
authorizes the Custodian, in its sole discretion, at any time to
charge any such overdraft or indebtedness together with interest
due thereon against any balance of account standing to the
Fund's credit on the Custodian's books. For purposes of this
Section 1 of Article XIII, "overdraft" shall mean a negative
Available Balance.
2. The Fund will cause to be delivered to the
Custodian by any bank (including, if the borrowing is pursuant
to a separate agreement, the Custodian) from which it borrows
money for investment or for temporary or emergency purposes
using Securities as collateral for such borrowings, a notice or
undertaking in the form currently employed by any such bank
setting forth the amount which such bank will loan to the Fund
against delivery of a stated amount of collateral. The Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to each such borrowing: (a) the name of the bank;
(b) the amount and terms of the borrowing, which may be set
forth by incorporating by reference an attached promissory note,
duly endorsed by the Fund, or other loan agreement; (c) the time
and date, if known, on which the loan is to be entered into; (d)
the date on which the loan becomes due and payable; (e) the
total amount payable to the Fund on the borrowing date; (f) the
market value of Securities to be delivered as collateral for
such loan, including the name of the issuer, the title and the
number of shares or the principal amount of any particular
Securities; and (g) a statement specifying whether such loan is
for investment purposes or for temporary or emergency purposes
and that such loan is in conformance with the Investment Company
Act of 1940 and the Fund's prospectus. The Custodian shall
deliver on the borrowing date specified in a Certificate the
specified collateral and the executed promissory note, if any,
against delivery by the lending bank of the total amount of the
loan payable, provided that the same conforms to the total
amount payable as set forth in the Certificate. The Custodian
may, at the option of the lending bank, keep such collateral in
its possession, but such collateral shall be subject to all
rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver
such Securities as additional collateral as may be specified in
a Certificate to collateralize further any transaction described
in this paragraph. The Fund shall cause all Securities released
from collateral status to be returned directly to the Custodian,
and the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the
Custodian, the Custodian shall not be under any obligation to
deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
Articles of Incorporation and as disclosed in its most recent
and currently effective prospectus to lend its portfolio
Securities, within 24 hours after each loan of portfolio
Securities the Fund shall deliver or cause to be delivered to
the Custodian a Certificate specifying with respect to each such
loan: (a) the name of the issuer and the title of the
Securities; (b) the number of shares or the principal amount
loaned; (c) the date of loan and delivery; (d) the total amount
to be delivered to the Custodian against the loan of the
Securities, including the amount of cash collateral and the
premium, if any, separately identified; and (e) the name of the
broker, dealer or financial institution to which the loan was
made. The Custodian shall deliver the Securities thus
designated to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount
designated as to be delivered against the loan of Securities.
The Custodian may accept payment in connection with a delivery
otherwise than through the Book-Entry System or Depository only
in the form of a certified or bank cashier's check payable to
the order of the Fund or the Custodian drawn on New York
Clearing House funds and may deliver Securities in accordance
with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be
returned; (b) the number of shares or the principal amount to be
returned; (c) the date of termination; (d) the total amount to
be delivered by the Custodian (including the cash collateral for
such Securities minus any offsetting credits as described in
said Certificate); and (e) the name of the broker, dealer or
financial institution from which the Securities will be
returned. The Custodian shall receive all Securities returned
from the broker, dealer, or financial institution to which such
Securities were loaned and upon receipt thereof shall pay, out
of the moneys held for the account of the Fund, the total amount
payable upon such return of Securities as set forth in the
Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or
damage, including counsel fees, resulting from its action or
omission to act or otherwise, either hereunder or under any
Margin Account Agreement, except for any such loss or damage
arising out of its own negligence or willful misconduct. The
Custodian may, with respect to questions of law arising
hereunder or under any Margin Account Agreement, apply for and
obtain the advice and opinion of counsel to the Fund or of its
own counsel, at the expense of the Fund, and shall be fully
protected with respect to anything done or omitted by it in good
faith in conformity with such advice or opinion. The Custodian
shall be liable to the Fund for any loss or damage resulting
from the use of the Book-Entry System or any Depository arising
by reason of any negligence, misfeasance or willful misconduct
on the part of the Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of
the purchase, sale or writing thereof, or the propriety of the
amount paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the
Fund's Shares, or the propriety of the amount to be paid
therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the
Custodian be under any duty or obligation to see to it that any
cash collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan
of portfolio Securities of the Fund is adequate collateral for
the Fund against any loss it might sustain as a result of such
loan. The Custodian specifically, but not by way of limitation,
shall not be under any duty or obligation periodically to check
or notify the Fund that the amount of such cash collateral held
by it for the Fund is sufficient collateral for the Fund, but
such duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer or financial
institution to which portfolio Securities of the Fund are lent
pursuant to Article XIV of this Agreement makes payment to it of
any dividends or interest which are payable to or for the
account of the Fund during the period of such loan or at the
termination of such loan, provided, however, that the Custodian
shall promptly notify the Fund in the event that such dividends
or interest are not paid and received when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated
Security Account or Collateral Account in connection with
transactions by the Fund. In addition, the Custodian shall be
under no duty or obligation to see that any broker, dealer,
futures commission merchant or Clearing Member makes payment to
the Fund of any variation margin payment or similar payment
which the Fund may be entitled to receive from such broker,
dealer, futures commission merchant or Clearing Member, to see
that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the
amount the Fund is entitled to receive, or to notify the Fund of
the Custodian's receipt or non-receipt of any such payment;
provided however that the Custodian, upon the Fund's written
request, shall, as Custodian, demand from any broker, dealer,
futures commission merchant or Clearing Member identified by the
Fund the payment of any variation margin payment or similar
payment that the Fund asserts it is entitled to receive pursuant
to the terms of a Margin Account Agreement or otherwise from
such broker, dealer, futures commission merchant or Clearing
Member.
3. The Custodian shall not be liable for, or
considered to be the Custodian of, any money, whether or not
represented by any check, draft or other instrument for the
payment of money, received by it on behalf of the Fund until the
Custodian actually receives and collects such money directly or
by the final crediting of the account representing the Fund's
interest at the Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and
shall not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in
the Depository which may mature or be redeemed, retired, called
or otherwise become payable. However, upon receipt of a
Certificate from the Fund of an overdue amount on Securities
held in the Depository, the Custodian shall make a claim against
the Depository on behalf of the Fund, except that the Custodian
shall not be under any obligation to appear in, prosecute or
defend any action, suit or proceeding in respect to any
Securities held by the Depository which in its opinion may
involve it in expense or liability, unless indemnity
satisfactory to it against all expense and liability be
furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent
of the Fund of any amount paid by the Custodian to the Transfer
Agent of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation,
unless and until (i) it shall be directed to take such action by
a Certificate and (ii) it shall be assured to its satisfaction
of reimbursement of its costs and expenses in connection with
any such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian
or Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in a Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the
Fund's Board of Trustees adopted in accordance with Rule 17f-5
under the Investment Company Act of 1940, as amended.
8. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such
as properly may be held by the Fund under the provisions of its
Articles of Incorporation.
9. (a) The Custodian shall be entitled to receive
and the Fund agrees to pay to the Custodian all reasonable
out-of-pocket expenses and such compensation and fees as are
specified on Schedule A hereto. The Custodian shall not deem
amounts payable in respect of foreign custodial services to be
out-of-pocket expenses, it being the parties' intention that all
fees for such services shall be as set forth on Schedule B
hereto and shall be provided for the term of this Agreement
without any automatic or unilateral increase. The Custodian
shall have the right to unilaterally increase the figures on
Schedule A on or after March 1, 1991 and on or after each
succeeding March 1 thereafter by an amount equal to 50% of the
increase in the Consumer Price Index for the calendar year
ending on the December 31 immediately preceding the calendar
year in which such March 1 occurs, provided, however, that
during each such annual period commencing on a March 1, the
aggregate increase during such period shall not be in excess of
10%. Any increase by the Custodian shall be specified in a
written notice delivered to the Fund at least thirty days prior
to the effective date of the increase. The Custodian may charge
such compensation and any expenses incurred by the Custodian in
the performance of its duties pursuant to such agreement against
any money held by it for the account of the Fund. The Custodian
shall also be entitled to change against any money held by it
for the account of the Fund the amount of any loss, damage,
liability or expense, including counsel fees, for which it shall
be entitled to reimbursement under the provisions of this
Agreement. The expenses which the Custodian may charge against
the account of the Fund include, but are not limited to, the
expenses of Sub-Custodians and foreign branches of the Custodian
incurred in settling outside of New York City transactions
involving the purchase and sale of Securities of the Fund.
(b) The Fund shall receive a credit for each
calendar month against such compensation and fees of the
Custodian as may be payable by the Fund with respect to such
calendar month in an amount equal to the aggregate of its
Earnings Credit for such calendar month. In no event may any
Earnings Credits be carried forward to any fiscal year other
than the fiscal year in which it was earned, or, unless
permitted by applicable law, transferred to, or utilized by, any
other person or entity, provided that any such transferred
Earnings Credit can be used only to offset compensation and fees
of the Custodian for services rendered to such transferee and
cannot be used to pay the Custodian's out-of-pocket expenses.
For purposes of this subsection (b), the Fund is permitted to
transfer Earnings Credits only to The Dreyfus Corporation, its
affiliates and/or any investment company now or in the future
sponsored by The Dreyfus Corporation or any of its affiliates or
for which The Dreyfus Corporation or any of its affiliates acts
as the sole investment adviser or as the principal distributor,
and Daiwa Money Fund Inc. For purposes of this sub-section (b),
a fiscal year shall mean the twelve-month period commencing on
the effective date of this Agreement and on each anniversary
thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by
the Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or XI hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written
Instructions in such manner so that such Certificate or
facsimile thereof is received by the Custodian, whether by hand
delivery, telex or otherwise, by the close of business of the
same day that such Oral Instructions or Written Instructions are
given to the Custodian. The Fund agrees that the fact that such
confirming instructions are not received by the Custodian shall
in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions given to
the Custodian hereunder concerning such transactions, provided
such instructions reasonably appear to have been received from
an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund
which are in the possession of the Custodian shall be the
property of the Fund. Such books and records shall be prepared
and maintained as required by the Investment Company Act of
1940, as amended, and other applicable securities laws and rules
and regulations. The Fund, or the Fund's authorized
representatives, shall have access to such books and records
during the Custodian's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and
records shall be provided by the Custodian to the Fund or the
Fund's authorized representative at the Fund's expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository,
or O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time
to time.
14. The Fund agrees to indemnify the Custodian
against and save the Custodian harmless from all liability,
claims, losses and demands whatsoever, including attorney's
fees, howsoever arising or incurred because of or in connection
with the Custodian's payment or non-payment of checks pursuant
to paragraph 6 of Article XII as part of any check redemption
privilege program of the Fund, except for any such liability,
claim, loss and demand arising out of the Custodian's own
negligence or willful misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for
payments to be made and received by the Custodian in accordance
with the customs prevailing from time to time among brokers or
dealers in such Securities.
16. The Custodian shall have no duties or responsibi-
lities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the
Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (c)
and (d) herein, neither party may terminate this Agreement until
the earlier of the following: (i) August 31, 1993, and (ii) the
third anniversary of the earliest date on which none of the
companies listed on Schedule C hereto is a transfer agency
customer of the Custodian. Any such termination may be effected
only by the terminating party giving to the other party a notice
in writing specifying the date of such termination, which shall
be not less than two hundred seventy (270) days after the date
of giving of such notice.
(b) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations under this Agreement and such breach has remained
uncured for a period of thirty days after the Custodian's
receipt from the Fund of written notice specifying such breach.
(c) Either party, immediately upon written
notice to the other party, may terminate this Agreement upon the
Merger or Bankruptcy of the other party.
(d) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations under the "Amendment to Transfer Agency Agreements"
dated August 18, 1989 and has not cured such breach as promptly
as practicable and in any event within seven days of its receipt
of written notice of such breach, provided that the Custodian
shall not be permitted to cure any such material breach arising
from the willful misconduct of the Custodian.
In the event notice of termination is given by the
Fund, it shall be accompanied by a copy of a resolution of the
Trustees of the Fund, certified by the Secretary or any
Assistant Secretary, electing to terminate this Agreement and
designating a successor custodian or custodians, each of which
shall be a bank or trust company having not less than $2,000,000
aggregate capital, surplus and undivided profits. In the event
notice of termination is given by the Custodian, the Fund shall,
on or before the termination date, deliver to the Custodian a
copy of a resolution of its Trustees, certified by the Secretary
or any Assistant Secretary, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the
Custodian may designate a successor custodian which shall be a
bank or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. Upon the date set forth
in such notice, this Agreement shall terminate and the Custodian
shall, upon receipt of a notice of acceptance by the successor
custodian, on that date deliver directly to the successor
custodian all Securities and moneys then owned by the Fund and
held by it as Custodian, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall
then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding
paragraph, the Fund shall, upon the date specified in the notice
of termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own
custodian, and the Custodian shall thereby be relieved of all
duties and responsibilities pursuant to this Agreement, other
than the duty with respect to Securities held in the Book-Entry
System, in any Depository or by a Clearing Member which cannot
be delivered to the Fund, to hold such Securities hereunder in
accordance with this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate
signed by two of the present Officers of the Fund under its
seal, setting forth the names and the signatures of the present
Authorized Persons. The Fund agrees to furnish to the Custodian
a new Certificate in similar form in the event that any such
present Authorized Person ceases to be an Authorized Person or
in the event that other or additional Authorized Persons are
elected or appointed. Until such new Certificate shall be
received, the Custodian shall be fully protected in acting under
the provisions of this Agreement upon Oral Instructions or
signatures of the present Authorized Persons as set forth in the
last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate
signed by two of the present Officers of the Fund under its
seal, setting forth the names and the signatures of the present
Officers of the Fund. The Fund agrees to furnish to the
Custodian a new Certificate in similar form in the event any
such present Officer ceases to be an Officer of the Fund, or in
the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the
provisions of this Agreement upon the signatures of the Officers
as set forth in the last delivered Certificate.
3. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at 90
Washington Street, New York, New York 10015, or at such other
place as the Custodian may from time to time designate in
writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Fund, shall be sufficiently given if addressed to the Fund and
mailed or delivered to it at its office at 666 Old Country Road,
Garden City, New York 11530, or at such other place as the Fund
may from time to time designate in writing.
5. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the same formality as this Agreement and approved
by a resolution of the Trustees of the Fund.
6. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors
and assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of
the Fund, authorized or approved by a resolution of its
Trustees.
7. This Agreement shall be construed in accordance
with the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
9. This Agreement shall not be effective on the date
hereof and instead shall become effective on January l, 1990.
When effective, this Agreement shall supercede the then-existing
Custody Agreement between the parties hereto.
10. 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 Trustee, Officer or shareholder of
the Fund individually.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers, thereunto
duly authorized, and their respective corporate seals to be
hereunto affixed, as of the day and year first above written.
Dreyfus Institutional Money Market Fund
By: __________________________
John Pyburn, Treasurer
Attest:
______________________
THE BANK OF NEW YORK
By: __________________________
Attest:
______________________
Appendix A
DREYFUS INSTITUTIONAL MONEY MARKET FUND
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund officers, Paul Casti, Jr. Alan Eisner
Frank Greene, John Bale, Jeffey Nachman Lawrence Greene
Michael Condon, Steven John Pyburn Julian Smerling
Powanda and Richard Cassaro Joseph DiMartino Thomas Durante
Robert Dubuss James Windels
Joseph Connolly Paul Molloy
Gregory Gruber
Cash Account
1. Fees payable to The Bank of New York pursuant to written
agreement with the Fund for services rendered in its
capacity as Custodian or agent of the Fund, or to The
Shareholder Services Group, Inc. in its capacity as
Transfer
Agent or agent of the Fund:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either
Group I or Group II, or both such Groups, except
that an officer of the Fund who also is listed in
Group II shall sign only once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or
Group II, including any one of the following:
Paul Casti, Jr., James Windels, Jeffrey Nachman,
John Pyburn or Alan Eisner, except that no
individual shall be authorized to sign more than
once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Joseph DiMartino,
Robert Dubuss, Alan Eisner, Lawrence Greene,
Julian Smerling, Alan Brown, Richard Cassaro,
Paul Disdier, Alfonso Fulgieri, Gregory Gruber,
Michael Condon, Steven Powanda, Linda Raffinello,
Ann Weintraub, Michael Charash, Theresa Viviano
and Paul Casti, Jr.
DREYFUS INSTITUTIONAL MONEY MARKET FUND
AMENDED AND RESTATED CUSTODY AGREEMENT
APPENDIX B
The undersigned Officers of the Fund do hereby certify
that the following individuals, whose specimen signatures are on
file with The Bank of New York, have been duly elected or
appointed by the Fund's Board to the position set forth opposite
their names and have qualified therefor:
Name Position
Joseph S. DiMartino President and Investment Officer
Howard Stein Investment Officer
Ina G. Goodman Vice President and Investment Officer
Mark N. Jacobs Vice President
John J. Pyburn Treasurer
Daniel C. Maclean Secretary
Jeffrey N. Nachman Controller
Steven F. Newman Assistant Secretary
Christine Pavalos Assistant Secretary
Barbara L. Kenworthy Investment Officer
Title: Title:
AMENDED AND RESTATED CUSTODY AGREEMENT
APPENDIX C
The following, are designated publications for
purposes of paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
Schedule A
The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.
DREYFUS INSTITUTIONAL MONEY MARKET FUND
MONEY MARKET SERIES
Domestic Custody Fees
Basic Fee: 1/100th of 1% of the first $500,000,000, and
1/200th of 1% of the excess over $500,000,000 per
annum of the total market value of domestic
securities held.
Custodial Transactions:
$13.00 for each receipt and delivery of securities
(excluding Euro Dollar CDs).
$40.00 for any receipt, delivery or redemption of a
Euro Dollar CD for which BNY's London branch is
utilized for settlement and safekeeping.
$200.00 for the collection of interest on securities
held in "street name."
DREYFUS INSTITUTIONAL MONEY MARKET FUND
GOVERNMENT SECURITIES SERIES
Domestic Custody Fees
Basic Fee: 1/100th of 1% of the first $500,000,000, and
1/200th of 1% of the excess over $500,000,000 per
annum of the total market value of domestic
securities held.
Custodial Transactions:
$13.00 for each receipt and delivery of securities
(excluding Euro Dollar CDs).
$40.00 for any receipt, delivery or redemption of a
Euro Dollar CD for which BNY's London branch is
utilized for settlement and safekeeping.
$200.00 for the collection of interest on securities
held in "street name."
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a letter dated
August 10, 1989 from Masao Yamaguchi of The Bank of New York to Kevin
Flood of Dreyfus Service Corporation, a copy of which is annexed
hereto.
The above foreign custody fees apply to the following
Global Custody Network countries:
1. Australia 12. Japan
2. Austria 13. Luxembourg
3. Belgium 14. Malasia
4. Canada 15. Netherlands
5. Denmark 16. New Zealand
6. Finland 17. Norway
7. France 18. Singapore
8. Germany 19. Spain
9. Hong Kong 20. Sweden
10. Ireland 21. Switzerland
11. Italy 22. United Kingdom
[LETTERHEAD OF BANK OF NEW YORK]
August 10, 1989
Mr. Kevin Flood
Senior Vice President
The Dreyfus Corporation
222 Broadway, 7th Floor
New York, NY
Re: Global Custodian Fees
Dear Kevin:
This letter is to confirm our discussion regarding our
Global Custody fee schedule. The fees will be calculated on a
relationship basis with no annual minimum.
- Safekeeping/Income Collection/Capital Changes/Tax
Reclamation/Daily Reporting/Monthly Summary
16 basis points per annum on the market value of
securities held for all of your funds in our sub-
custodian network, up to $250 MM.
15 basis points on the next $250 MM.
14 basis points on the next $250 MM.
12 basis points on the excess.
- Securities Settlements
$35 per transaction - includes our processing and the
sub-custodians.
- Out-of-Pocket Expense
Telex, swift, telephone, securities registration, etc.,
are in addition to the above.
- We can provide centralized foreign exchange services.
THE BANK OF NEW YORK
Mr. Kevin Flood
August 10, 1989
Page 2
The above fee schedule is applicable to the 22 countries
listed on Attachment I. Please note that expansion into other
more emerging markets/countries is possible, but would be
covered under a separate agreement.
If you are in agreement with this fee schedule, please sign
and return the enclosed copy of this letter.
Sincerely,
/s/ Masao Yamaguchi
Approved by: ____________________
Kevin Flood
Date : ____________________
MY:to
cc: The Bank of New York Dreyfus
F. Ricciardi J. Nachman
SUB-CUSTODIAN AGREEMENT
SUB-CUSTODIAN AGREEMENT, made as of June 2, 1986, as
amended September 14, 1993 among FIRST INTERSTATE BANK OF
CALIFORNIA, a corporation organized and existing under the laws
of the State of California, having its principal office and
place of business at 707 Wilshire Boulevard, Los Angeles,
California (hereinafter called "FIB"), THE BANK OF NEW YORK, a
corporation organized and existing under the laws of the State
of New York, having its principal office and place of business
at 48 Wall Street, New York, New York (hereinafter called the
"Custodian"), and DREYFUS INSTITUTIONAL MONEY MARKET FUND, a
Massachusetts business trust registered as an investment company
under the Investment Company Act of 1940, as amended, having its
principal office and place of business at 666 Old Country Road,
Garden City, New York 11530 (hereinafter called the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund consists of two diversified series,
the Money Market Series and the Government Securities Series
(hereinafter referred to as the "Series") each of which
represents a separate class of shares of beneficial interest of
the Fund;
WHEREAS, the Custodian has been appointed and acts as
the custodian of the securities and cash of the Fund;
WHEREAS, the Fund desires to provide additional
opportunities for investors to purchase shares of either Series
and accrue dividends on the date of purchase;
WHEREAS, the Fund desires the Custodian to appoint FIB
as its Sub-custodian in order to provide such opportunities;
WHEREAS, the Custodian agrees to appoint FIB as its
Sub-custodian to receive and hold separately and specifically
allocated to the Money Market Series or the Government
Securities Series, as the case may be, a portion of the
securities and moneys owned from time to time by the Fund and to
perform other services as provided herein, and
WHEREAS, FIB agrees to act as Sub-custodian as herein
set forth:
NOW, THEREFORE, the Custodian, FIB, and the Fund, on
behalf of themselves and their respective successors and
assigns, hereby agree as follows:
I.
APPOINTMENT OF SUB-CUSTODIAN
1. The Custodian hereby constitutes and appoints FIB
as Sub-custodian of such securities and moneys as may from time
to time be received by FIB in connection with sales of shares of
either the Fund's Money Market Series or the Government
Securities Series, delivered to FIB by the Custodian, received
by FIB in connection with the purchase or sale of securities by
the Fund, or received with respect to securities of the Fund
held by FIB hereunder.
2. FIB hereby accepts appointment as such Sub-
custodian and agrees to perform the duties thereof as
hereinafter set forth.
II.
CUSTODY OF CASH AND SECURITIES
1. The Custodian will deliver or cause to be
delivered to FIB from time to time certain of the securities and
moneys owned by the Fund and shall specify the Series to which
the same are specifically allocated. FIB will not be
responsible for such securities and such moneys or for any other
moneys or securities to be held hereunder until actually
received by it. The Custodian shall instruct FIB from time to
time in its sole discretion, by means of a certificate, notice
or written instruction signed in the Custodian's name by an
officer thereof as to the manner in which and in what amounts
such securities and moneys specifically allocated to the Money
Market Series or the Government Securities Series, as the case
may be, are to be deposited on behalf of the Fund in the Book-
Entry System (such term as used throughout this Sub-custodian
Agreement being defined in Article VIII) and, specifically
allocated on the books of FIB to the separate account for the
Money Market Series or the Government Securities Series, as the
case may be, provided, however, that in connection with the
purchase or sale of securities the Fund shall instruct FIB by
meanS of the oral instructions of an authorized person (such
term as used throughout this Sub-custodian Agreement being
defined in Article VIII) as to the manner in which and in what
amount such securities and moneys are to be deposited on behalf
of the Fund in the Book-Entry System; and provided further,
however, that prior to any deposit of securities of the Fund in
the Book-Entry System, including a deposit in connection with
the settlement of a purchase or sale, FIB shall have received a
certified resolution of the Fund's Board of Trustees
specifically approving, authorizing and instructing FIB on a
continuous and on-going basis to deposit in the Book-Entry
System all securities eligible for deposit therein and to
utilize the Book-Entry System to the extent possible in
connection with its performance hereunder. Securities and
moneys of the Fund deposited in the Book-Entry System will be
represented in accounts which include only assets held by FIB
for customers, including but not limited to accounts in which
FIB acts in a fiduciary or representative capacity.
2. FIB shall (i) establish and maintain a separate
account in the name of the Fund for the Money Market Series and
credit thereto all moneys received for the account of the Fund
with respect to such Series, and (ii) establish and maintain a
separate account in the name of the Fund for the Government
Securities Series and credit thereto all moneys received for the
account of the Fund with respect to such Series. Moneys
credited to the separate account for either Series shall be
disbursed by FIB only:
(a) In payment for securities purchased for such
Series, as provided in Article III hereof;
(b) In payment for the redemption of shares of such
Series, as provided in Article IV hereof; or
(c) Pursuant to certificates, notices or written
instruments of the Custodian, signed in its name by an officer,
setting forth the name and address of the person to whom payment
is to be made (which may be the Custodian), the amount to be
paid, the Series account from which the payment is to be made,
and the purpose for which payment is to be made.
3. On each business day FIB shall furnish the
Custodian with a written statement (i) summarizing all
transactions and entries for the account of the Fund effected
the immediately preceding business day and specifying the Series
to which each transaction and entry relates, and (ii) confirming
any purchase or sale of securities on such preceding business
day and specifying the Series to which each purchase or sale
relates. At least monthly and from time to time FIB shall
render to the Custodian a detailed statement of the securities
and moneys held for the Fund under this Agreement with respect
to (a) the Money Market Series and (b) the Government Securities
Series. In connection with any purchase or sale of securities,
FIB shall by book-entry or otherwise identify as belonging to
the Fund and specifically allocated to a Series a quantity of
securities in a fungible bulk of securities registered in the
name of FIB (or its nominee) or shown on FIB's account on the
books of the Book-Entry System.
4. All securities held by FIB for the Fund, which are
issued or issuable only in bearer form, except such securities
as are held in the Book-Entry System, shall be held by FIB in
that form; all other securities held for the Fund may be
registered in the name of the Fund, in the name of any duly
appointed registered nominee of FIB, as FIB may from time to
time determine, or in the name of the Book-Entry System or its
nominee or nominees. The Custodian agrees to furnish to FIB
appropriate instruments to enable FIB to hold or deliver in
proper form for transfer, or to register in the name of its
registered nominee or in the name of the Book-Entry System any
securities which may be held for the Fund and which may from
time to time be registered in the name of the Fund. FIB (i)
shall hold all such securities which are specifically allocated
to the Money Market Series and not held in the Book-Entry System
in a separate account in the name of the Fund physically
segregated at all times from those of any other person or
persons, and (ii) shall hold all such securities which are
specifically allocated to the Government Securities Series and
not held in the Book-Entry System in a separate account in the
name of the Fund physically at all times from those of any other
person or persons.
5. Unless otherwise instructed to the contrary by a
certificate signed in the name of the Custodian by an officer,
FIB by itself or through the use of the Book-Entry System shall
with respect to all securities held for the Fund in accordance
with this Agreement:
(a) Collect all income due or payable;
(b) Present for payment and collect the amount
payable upon all securities which may mature or be called,
redeemed, or retired, or otherwise become payable;
(c) Surrender securities in temporary form for
definitive securities;
(d) Execute, as Sub-custodian, any necessary
declarations or certificates of ownership under the Federal
income tax laws or the laws or regulations of any other taxing
authority now or hereafter in effect;
(e) Receive and hold directly or through the Book-
Entry System hereunder for the account of the Fund and the
particular Series all stock dividends, rights and similar
securities issued with respect to any securities held by it for
such Series hereunder.
6. Upon receipt of a certificate signed in the name
of the Custodian by an officer, and not otherwise, FIB directly
or through the use of the Book-Entry System shall:
(a) Execute and deliver to such person as may be
designated in such certificate proxies, consents,
authorizations, any other instruments whereby the authority of
the Fund as owner of any securities may be exercised;
(b) Deliver any securities held for the Series
specified in such certificate in exchange for other securities
or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or
recapitalization of any corporation or the exercise of any
conversion privilege, and receive and hold hereunder
specifically allocated to such Series any cash or other
securities received in exchange;
(c) Deliver any securities held for the Series
specified in such certificate to any protective committee,
reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and
receive and hold under the terms of this Agreement specifically
allocated to such Series such certificates of deposits, interim
receipts or other instruments or documents as may be issued to
evidence such delivery;
(d) Make such transfers or exchanges of the assets of
the Series specified in such certificate, and take such other
steps, as shall be stated in said certificate to be for the
purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the
Fund; and
(e) Deliver any securities held for either Series to
the Custodian.
7. If FIB should in its sole discretion advance funds
on behalf of the Fund which results in an overdraft because the
monies held by FIB in a separate account in the name of the Fund
shall be insufficient to pay the total amount payable upon
purchase of Securities as set forth in a certificate or oral
instructions issued pursuant to Article III or which results in
an overdraft in the account for some other reason, or if the
Fund is for any other reason indebted to FIB, such overdraft or
indebtedness shall be deemed to be a loan made by FIB to the
Fund payable on demand and shall bear interest from the date
incurred at a rate per annum (based on a 360-day year for the
actual number of days involved) equal to 1/2% over FIB's prime
commercial lending rate in effect from time to time, such rate
to be adjusted on the effective date of any change in such prime
commercial lending rate but in no event to be less than 6% per
annum. Any such overdraft or indebtedness shall be reduced by
an amount equal to the total of all amounts due the separate
account in the name of the Fund which have not been collected by
FIB on behalf of such separate account when due because of the
failure of FIB to make a timely demand or presentment for
payment. In addition thereto the Fund hereby agrees that FIB
shall have a continuing lien and security interest in and to any
property at any time held by it for the benefit of the Fund or
in which the Fund may have an interest which is then in FIB's
possession or control or in possession or control of any third
party acting in FIB's behalf. The Fund authorizes FIB, in its
sole discretion, at any time to charge any such overdraft or
indebtedness together with interest due thereon against any
balance of account standing to the Fund's credit on FIB's books.
III.
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of securities by the
Fund for which the Fund intends FIB to act as Sub-custodian, an
authorized person of the Fund shall, prior to 1:00 p.m., Pacific
Coast Time, give oral instructions to FIB specifying with
respect to each such purchase: (a) the Series to which the
purchased securities are to be specifically allocated, (b) the
name of the issuer and title of the securities, (c) the number
of shares or the principal amount purchased and accrued
interest, if any, (d) the date of purchase and settlement, (e)
the purchase price per unit, (f) the total amount payable upon
such purchase, (g) the name of the person from whom or the
broker through whom the purchase was made, (h) whether such
purchase is to be settled through the Book-Entry System, and (i)
whether the securities purchased are to be deposited in the
Book-Entry System. FIB shall upon receipt of securities
purchased by or for the Fund pay out of the moneys held for the
account of the Series to which the purchased securities are to
be specifically allocated the total amount payable upon such
purchase, provided that the same conforms to the total amount
payable specified in the oral instructions. Purchases directed
to be placed by FIB shall be made through its Bond Department.
2. Promptly after each sale of securities held by FIB
as Sub-custodian for the Fund, an authorized person of the Fund
shall, prior to 1:00 p.m., Pacific Coast Time, give oral
instructions to FIB specifying with respect to each such sale:
(a) the Series to which the sold securities were specifically
allocated, (b) the name of the issuer and the title of the
securities, (c) the number of shares or the principal amount
sold, and accrued interest, if any, (d) the dates of sale and
settlement, (e) the sale price per unit, (f) the total amount
payable to the Fund upon such sale, (g) the name of the person
to whom or the broker through whom the sale was made, and (h)
whether such sale is to be settled through the Book-Entry
System. FIB shall deliver the securities upon receipt of the
total amount payable to the Fund upon such sale, provided that
the same conforms to the total amount payable as specified in
such oral instructions. Subject the foregoing, FIB shall accept
payment in Federal Funds or in such other form, if any, as may
be specified in such oral instructions, and may deliver
securities and arrange to receive for payment in accordance with
the customs prevailing among dealers in securities. Sales
directed to be purchased by FIB shall be made through its Bond
Department.
IV.
SALE AND REDEMPTION OF SHARES OF BENEFICIAL INTEREST
1. FIB shall accept Federal Funds wired to it by an
investor for the purchase of shares of the Fund if, but only if,
such wire is received by FIB prior to 4:00 p.m., Pacific Coast
time, and specifies: (a) the Series being purchased, (b) the
name in which such shares are to be registered, (c) the account
number of such registered owner, if previously assigned, or the
address of such registered owner if no account number has been
previously assigned, and (d) the amount of money to be applied
to the purchase of shares of such Series. FIB shall credit
Federal Funds accepted in accordance with this paragraph prior
to 12:00 noon, Pacific Coast Time, to the separate account in
the name of the Fund for the Series for which said funds were
received. Funds accepted on or after 12:00 noon, Pacific Coast
Time, will be credited to the Fund's designated demand deposit
account and will be credited to a separate account in the name
of the Fund or the Series for which said funds were received on
the next business day prior to 12:00 noon, Pacific Coast Time.
If so requested by the investor, FIB will by telephone or return
wire confirm the receipt of Federal Funds to the investor.
2. FIB shall accept written instructions directing
the redemption of shares of the Fund (a) from an authorized
person of Dreyfus Service Corporation ("Service"), the
distributor of shares of the Fund and its principal underwriter,
and (b) from the Fund's transfer agent, The Shareholder Services
Group, Inc. ("TSSG"), but only if in each case such written
instructions are received by FIB prior to its regular close of
business and specify: (a) the name of the registered owner of
the shares to be redeemed, (b) the dollar value of shares to be
redeemed, or that all the shares in the account are to be
redeemed, and (c) the name, address, and institutional account
number to which payment for such shares is to be wired.
3. Federal Funds in an amount equal to the dollar
value of shares specified in written instructions received
pursuant to the preceding paragraph shall be wired to the
institutional account number specified in such written
instructions as follows:
(a) On the same day such written instructions were
received by FIB provided such written instructions were received
by FIB prior to 12:00 noon, Pacific Coast Time, or
(b) In all other cases on the immediately succeeding
business day prior to 12:00 noon, Pacific Coast Time.
4. Except to the extent provided in this Article, FIB
shall not be obligated or authorized to act, and shall not act,
in response to any request or instruction for the purchase or
redemption of shares of the Fund.
5. FIB's duties and obligations pursuant to this
Article shall be governed by, and subject to, the applicable
provisions of Article 4A of the Uniform Commercial Code - Funds
Transfers. Subject to the following sentence and the
availability of sufficient funds to effect a wire transfer, wire
instructions transmitted to FIB in proper form hereunder shall
be deemed accepted by FIB upon receipt. All such instructions
shall be subject to such commercially reasonable security
procedures as may be mutually agreed upon by the Fund, FIB and
TSSG in order to both ensure the authenticity of such
instructions as well as to detect and protect against erroneous
instructions.
V.
DAILY REPORTS BY SUB-CUSTODIAN
1. Between 8:15 a.m. and 1:00 p.m., Pacific Coast
Time, or as soon as possible thereafter on each business day,
FIB shall by telecopier or other similar device:
(a) Transmit to the Custodian copies of all wires
received by FIB from investors and written instructions received
by FIB from Service before 12:00 noon, Pacific Coast Time, on
such day in connection with the purchase or sale of the shares
of each Series of the Fund after indicating thereon the date and
Pacific Coast Time of receipt, and
(b) Advise the Custodian of (i) the aggregate dollar
amount of Federal Funds wired to and accepted by FIB prior to
12:00 noon, Pacific Coast Time, on such day, identifying the
Series for which such funds were accepted, (ii) the aggregate
dollar amount of Federal Funds wired or to be wired by FIB to
investors on such business day in accordance with the written
instructions of Service directing the redemption of shares of
the Fund received prior to 12:00 noon, Pacific Coast Time, on
such day, identifying the Series for which such funds were or
are to be wired, and, (iii) the aggregate dollar amount of
Federal Funds wired to and accepted by FIB subsequent to 12:00
noon, Pacific Coast Time, on the immediately preceding business
day, identifying the Series for which such funds were accepted.
2. Between 12:00 noon and 12:30 p.m., Pacific Coast
Time, on each business day, FIB shall orally advise the Fund of:
(i) the aggregate dollar amount of Federal Funds wired to and
accepted by FIB prior to 12:00 noon, Pacific Coast Time, on such
day, identifying the Series for which such funds were accepted,
and (ii) the aggregate dollar amount of Federal Funds wired or
to be wired to investors on such business day by FIB in
connection with the redemption of shares of the Fund in
accordance with the provisions of Article IV, identifying the
Series for which such funds were or are to be wired.
3. Between 1:00 p.m. and 1:30 p.m., Pacific Coast
Time, on each business day, FIB shall by means of a telecopier
or other similar device:
(a) Confirm to the Custodian each purchase of
securities by the Fund settled by FIB on such day for which FIB
is acting as Sub-custodian, specifying (i) the Series for which
the same were purchased, (ii) the name of the issuer and title
of the securities, (iii) the number of shares or the principal
amount purchased and accrued interest, if any, (iv) the purchase
price per unit, and (v) the total amount paid upon such
purchase; and
(b) Confirm to the Custodian each sale by the Fund of
securities settled by FIB as Sub-custodian specifying (i) the
Series for which the same were sold, (ii) the name of the issuer
and the title of the securities, (iii) the number of shares or
the principal amount sold, and accrued interest, if any, (iv)
the sale price per unit, and (v) the total amount paid to FIB
upon such sale,
4. Between 8:15 a.m. and 1:00 p,m., Pacific Coast
Time, on each business day, FIB shall by telecopier or other
similar device, transmit to the Custodian, after indicating
thereon the date and Pacific Coast Time of receipt, copies of
(i) wires received by FIB from investors subsequent to 12:00
noon, Pacific Coast Time, on the immediately preceding business
day and (ii) written instructions received by FIB from Service
subsequent to 12:00 noon, Pacific Coast Time, on the immediately
preceding business day in connection with the purchase or sale
of the Fund's shares.
VI.
CONCERNING THE CUSTODIAN AND SUB-CUSTODIAN
1. The Custodian, its successors and assigns, shall
at all times fully indemnify and save harmless FIB, its
successors and assigns, from any and all liability whatsoever
which may arise in connection with this Agreement, except for
any liability arising out of the negligence, bad faith or
willful misconduct of FIB or its agents, officers, servants or
employees. Except as hereinafter provided, FIB, its successors
and assigns, shall at all times fully indemnify and save
harmless the Custodian, its successors and assigns, from any
liability arising out of the negligence, bad faith or willful
misconduct of FIB or its agents, officers, servants, or
employees. FIB may, with respect to questions of law, apply for
and obtain the advice and opinion of counsel to the Custodian or
of its own counsel, initially at the expense of the Custodian,
and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with such advice or
opinion. FIB shall be liable to the Custodian for any loss or
damage resulting from the use of the Book-Entry System arising
by reason of any negligence, misfeasance or misconduct on the
part of FIB or any of its employees or agents.
2. Without limiting the generality of the foregoing,
FIB shall be under no obligation to inquire into, and shall not
be liable for:
(a) The validity of the issue of any securities
purchased by or for the Fund, the legality of the purchase
thereof, or the propriety of the amount paid therefor;
(b) The legality of the sale of any securities by or
for the Fund, or the propriety of the amount for which the same
are sold;
(c) The legality of the issue or sale of any shares
of the Fund, or the sufficiency of the amount to be received
therefor; or
(d) The legality of the redemption of any shares of
the Fund, or the propriety of the amount to be paid therefor.
3. FIB shall not be liable for, or considered to be
the Sub-custodian of, any money, whether or not represented by
any check, draft, or other instrument for the payment of money,
until FIB actually receives and collects such money directly or
by the final crediting of the account representing the Fund's
interest at the Book-Entry System.
4. FIB shall not be under any duty or obligation to
take action to effect collection of any amount, if the
securities upon which such amount is payable are in default, or
if payment is refused after due demand or presentation, unless
and until (i) it shall be directed to take such action by a
certificate signed in the name of the Custodian by any officer,
and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any
such action.
5. FIB shall not be under any duty or obligation to
ascertain whether any securities at any time delivered to or
held by it for the account of the Fund are such as may properly
be held by the Fund under the provisions of its Declaration of
Trust.
6. FIB shall be entitled to receive and the Custodian
agrees to pay to FIB, such compensation and expenses as may be
agreed upon from time to time between FIB and the Custodian.
The Fund agrees to reimburse the Custodian for compensation
hereunder paid to, and expenses hereunder paid to or borne by
the Custodian on behalf of, FIB. FIB may charge such
compensation and any expenses incurred by it in the performance
of its duties pursuant to such agreement against any money held
by it for the account of the Fund if but only if the Custodian
has failed to pay by the 30th day of any month the amount
specified in a detailed statement received from FIB not later
than the 20th day of such month setting forth charges with
respect to the immediately preceding month. FIB shall also be
entitled to charge against any money held by it for the account
of the Fund the amount of any loss, damage, liability or
expense, including counsel fees, for which it shall be entitled
to reimbursement under the provisions of this Agreement if but
only if the same is not promptly paid by the Custodian upon
delivery to the Custodian of a detailed statement.
7. FIB shall be entitled to rely upon (i) any
certificate, written instruction, notice or other instrument in
writing received by it and reasonably believed by it to be
genuine and to be signed in the Custodian's name by an officer
thereof; (ii) any written instructions given in the name of
Service by an authorized person, or any wire from an investor
pursuant to Article IV hereof; and (iii) any oral instructions
received by FIB pursuant to Article III hereof with regard to
the purchase or sale of securities and reasonably believed by
FIB to be genuine and given by an authorized person of the Fund.
The Fund agrees to forward to FIB a certificate or facsimile
thereof, signed on behalf of the Fund by two authorized persons,
confirming oral instructions or written instructions in such
manner so that such certificate is received by FIB, whether by
hand delivery, telecopier or other similar device, or otherwise,
by the close of business on the same day such oral instructions
or written instructions are given. The Fund agrees that the
fact that such confirming certificate is not so received by FIB
shall in no way affect the validity or enforceability of the
transactions hereby authorized by the Fund. The Fund agrees
that FIB shall incur no liability to the Fund in acting upon
oral instructions or written instructions given to FIB hereunder
concerning such transactions provided such instructions
reasonably appear to have been received from an authorized
person.
8. The books and records of FIB shall be open to
inspection and audited at reasonable times by officers and
auditors employed by the Custodian and/or the Fund. FIB shall
provide the Fund and the Custodian with any report obtained by
it on the system of internal accounting control of the Book-
Entry System and with such reports on its own system of internal
accounting control as the Fund and/or Custodian may reasonably
request from time to time.
9. The Fund, its successors and assigns, shall at all
times fully indemnify and save harmless the Custodian, its
successors and assigns, from any liability or expense
whatsoever, including attorney's fees, which may arise in
connection with this Agreement, except for the failure of the
Custodian to perform the things to be done by it under this
Agreement, and except to the extent the Custodian is indemnified
by FIB pursuant to this Agreement. The Custodian may, with
respect to questions of law, apply for and obtain the advice and
opinion of counsel to the Fund or of its own counsel, at the
expense of the Fund, and shall be fully protected with respect
to anything done or omitted by it in good faith in conformity
with such advice or opinion.
10. Without limiting the generality of the foregoing,
the Custodian shall be entitled to rely on the validity,
accuracy, and genuineness of (i) wires and written instructions
of which copies are transmitted to the Custodian by FIB, and
such copies; (ii) oral advices received from FIB and (iii)
telecopier or similar communications received from FIB
confirming purchases and sales of securities by the Fund.
11. The Fund shall forward to the Custodian copies of
each certificate or facsimile thereof signed on behalf of the
Fund by two authorized persons, confirming oral instructions or
written instructions given by the Fund pursuant to this
Agreement in such manner so that each such confirming
certificate is received by the Custodian, whether by hand
delivery, telecopier or other similar device, or otherwise, by
the close of business of the same day that such oral
instructions or written instructions are given. The Fund agrees
that the fact that such confirming certificate is not so
received by the Custodian shall in no way affect the validity or
enforceability of the transactions hereby authorized by the
Fund.
VII.
TERMINATION
1. Any of the parties hereto may terminate this
Agreement by giving to the other parties a notice in writing
specifying the date of such termination, which shall not be less
than 90 days after the date of giving of such notice. Any such
notice given by the Custodian may but need not be accompanied by
a copy of a written direction from an officer of the Custodian
designating a successor Custodian, or a successor Sub-custodian,
as the case may be, which shall be a bank or trust company
organized and existing under the laws of the United States or
one of the several states having not less than $2,000,000
surplus and undivided profits. In the event such notice is
given by FIB, the Custodian may, on or before the termination
date, deliver to FIB a written direction from an officer of the
Custodian designating a successor Sub-custodian.
2. On the date set forth in such notice this
Agreement shall terminate, and FIB shall in the event it
receives a notice of acceptance by a successor Sub-custodian,
deliver directly to the successor Sub-custodian all securities
and monies then owned by the Fund and held by FIB hereunder. In
the event FIB does not receive a notice of acceptance by a
successor Sub-custodian, FIB stall on the date specified in the
notice given under the preceding paragraph deliver directly to
the Custodian all securities and monies then owned by the Fund
and held by FIB hereunder. Prior to making any such delivery,
FIB may deduct all fees, expenses and other amounts of which it
shall then be entitled to payment or reimbursement.
VIII.
MISCELLANEOUS
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the following meanings:
1. The term "certificate" shall mean any notice,
instruction or other instrument in writing, authorized or
required by this Agreement to be given to FIB which is signed by
any officer on behalf of the Custodian.
2. The term "officer" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Comptroller, any Assistant Vice President, any Assistant
Treasurer, any Assistant Secretary, or any Assistant Comptroller
or any other person or persons duly authorized by the Board of
Trustees to execute any certificate, instruction, notice or
other instrument on behalf of the Custodian and named in an
Appendix A to this Agreement as hereinafter provided.
3. Annexed hereto as Appendix A is a certificate
signed by two of the present officers of the Custodian under its
corporate seal, setting forth the names and signatures of the
present officers of the Custodian. The Custodian agrees to
furnish to FIB a new certificate similar in form in the event
any such present officer ceases to be an officer, or in the
event that other or additional officers are elected or
appointed. Until such new certificate shall be received, FIB
shall be fully protected in acting under the provisions of this
Agreement upon the signatures of the officers set forth in the
last delivered certificate.
4. The term "authorized person" shall be deemed to
include the Treasurer, the Comptroller, or any other persons,
whether or not any such person is an officer or employee of the
Fund, Service or FIB, as the case may be, duly authorized by the
Board of Trustees of the Fund, Service or FIB, as the case may
be, to execute any certificate, written instruction, notice or
other instrument or to deliver oral instructions or written
instructions hereunder on behalf of the Fund, Service or FIB, as
the case may be, and named from time to time in Appendix B,
Appendix C and Appendix D, respectively, to this Agreement as
hereinafter provided. Annexed hereto as Appendix B, Appendix C
and Appendix D are certificates signed by two of the present
officers of the Fund, Service or FIB, respectively, under their
respective seals, setting forth the names and the signatures of
the present authorized persons. Custodian agrees to furnish to
FIB new certificates similar in form as the same are received
from the Fund or Service, as the case may be, in the event that
any such present authorized person ceases to be an authorized
person or in the event that other or additional persons are
elected or appointed. Until such new certificates shall be
received, FIB shall be fully protected in acting under
provisions of this Agreement upon oral instructions or
signatures of the present authorized persons set forth in the
last delivered certificate.
5. The term "oral instructions" shall mean verbal
communications actually received by the Custodian from an
authorized person or from a person reasonably believed by the
Custodian to be an authorized person.
6. The term "written instructions" shall mean written
communications by telecopier, electronic transmission, or any
other such system whereby the receiver of such communications is
able to verify by codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of such communication.
7. The term "Book-Entry System" shall mean the
Federal Reserve/Treasury book-entry system for United States and
Federal agency securities, its successor or successors and
nominee or nominees.
8. Any wire, telecopier communication, statement,
written instruction, notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, FIB, Service, or the Fund, as the case may be, shall
be sufficiently given if directed as follows: to the Custodian
at its office at 90 Washington Street, New York, New York 10015
or such other place as the Custodian may from time to time
designate; to FIB at 707 Wilshire Blvd., Los Angeles, California
or such other place as FIB may from time to time designate; to
Service at 600 Madison Avenue, New York, New York 10022 or such
other place as Service may from time to time designate; and to
the Fund at 666 Old Country Road, Garden City, New York 11530 or
such other place as the Fund may from time to time designate.
9. This Agreement may not be amended or modified in
any manner except by a written agreement executed by all of the
parties hereto with the same formality as this Agreement.
10. This Agreement shall be construed in accordance
with the laws of the State of New York.
11. 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 Trustee, officer or shareholder of
the Fund individually.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective officers,
thereunto duly authorized and their seals to be hereunto
affixed, as of the day herein first above written.
THE BANK OF NEW YORK
By:
Attest:
FIRST INTERSTATE BANK OF
CALIFORNIA
By:
Attest:
______________________
DREYFUS INSTITUTIONAL MONEY MARKET
FUND
By:
Attest:
______________________
EXHIBIT 10
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
February 24, 1987
Dreyfus Institutional Money
Market Fund
666 Old Country Road
Garden City, New York 11530
Gentlemen:
We have acted as counsel to Dreyfus Institutional Money
Market Fund (the "Fund") in connection with the preparation of a
Registration Statement on Form N-1A, Registration No. 2-67061
(the "Registration Statement"), covering shares of beneficial
interest (the "Shares") of the Fund.
We have examined copies of the Agreement and Declaration
of Trust and By-Laws of the Fund, the Registration Statement and
such other documents, records, papers, statutes and authorities as
we deemed necessary to form a basis for the opinion hereinafter
expressed. In our examination of such material, we have assumed
the genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various questions
of fact material to such opinion, we have relied upon statements
and certificates of officers and representatives of the Fund and others.
Attorneys involved in the preparation of this opinion
are admitted only to the bar of the State of New York. As to
various questions arising under the laws of the Commonwealth of
Massachusetts, we have relied on the opinion of Messrs. Ropes &
Gray, a copy of which is attached hereto. Qualifications set
forth in their opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that
the shares of the Fund to be issued in accordance with the terms
of the offering as set forth in the Prospectus included as part
of the Registration Statement, when so issued and paid for, will
constitute validly authorized and issued Shares, fully paid and
non-assessable by the Fund.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us
in the Prospectus included in the Registration Statement, and to
the filing of this opinion as an exhibit to any application made
by or on behalf of the Fund or any Distributor or dealer in
connection with the registration and qualification of the Fund
or its Shares under the securities laws of any state or
jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan
STROOCK & STROOCK & LAVAN
[LETTERHEAD OF ROPES & GRAY]
February 24, 1987
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Gentlemen:
We are furnishing this opinion in connection with the
proposed offer and sale from time to time by Dreyfus
Institutional Money Market Fund, a Massachusetts business trust
(the "Trust"), of an indefinite number of shares of beneficial
interest (the "Shares") of the Trust pursuant to the Trust's
Registration Statement on Form N-1A under the Securities Act of
1933.
We are familiar with the action taken by the Trustees of
the Trust to authorize the issuance of the Shares. We have examined
the Trust's records of Trustee action, its By-Laws and its
Agreement and Declaration of Trust, as amended to date, on file
at the Office of the Secretary of State of The Commonwealth of
Massachusetts. We have examined copies of such Registration
Statement, as amended to date, in the form filed with the
Securities and Exchange Commission, and such other documents as
we deem necessary for the purposes of this opinion.
We assume that, upon sale of the Shares, the Trust will
receive the net asset value thereof. We also assume that, in
connection with any offer and sale of the Shares, the Trust will
take proper steps to effect compliance with applicable federal
and state laws regulating offerings and sales of securities.
Based upon the foregoing, we are of the opinion that the
Trust is authorized to issue an unlimited number of Shares, and
that, when the Shares are issued and sold and the authorized
consideration therefor is received by the Trust, they will be
validly issued, fully paid and nonassessable by the Trust.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However,
the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the Trust property for all loss and
expense of any shareholder held personally liable for the
obligations of the Trust. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be
unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to
the aforesaid Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our report
dated February 6, 1996, in this Registration Statement (Form N-1A 2-67061)
of Dreyfus Institutional Money Market Fund.
ERNST & YOUNG LLP
New York, New York
April 25, 1996
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<ARTICLE> 6
<CIK> 0000315783
<NAME> DREYFUS INSTITUTIONAL MONEY MARKET FUND
<SERIES>
<NUMBER> 01
<NAME> MONEY MARKET SERIES
<MULTIPLIER> 1000
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<PERIOD-TYPE> YEAR
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<PERIOD-END> DEC-31-1995
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<INVESTMENTS-AT-VALUE> 401138
<RECEIVABLES> 2194
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<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (92)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 402033
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 20949
<OTHER-INCOME> 0
<EXPENSES-NET> 2135
<NET-INVESTMENT-INCOME> 18814
<REALIZED-GAINS-CURRENT> 155
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 18969
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (18814)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4216643
<NUMBER-OF-SHARES-REDEEMED> (4180043)
<SHARES-REINVESTED> 2452
<NET-CHANGE-IN-ASSETS> 39207
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (247)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1733
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2135
<AVERAGE-NET-ASSETS> 346541
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .054
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.054)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .006
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000315783
<NAME> DREYFUS INSTITUTIONAL MONEY MARKET FUND
<SERIES>
<NUMBER> 02
<NAME> GOVERNMENT SERIES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
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<INVESTMENTS-AT-VALUE> 123361
<RECEIVABLES> 208
<ASSETS-OTHER> 4
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 123573
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 402
<TOTAL-LIABILITIES> 402
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 123253
<SHARES-COMMON-STOCK> 123253
<SHARES-COMMON-PRIOR> 120404
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (82)
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 123171
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 9062
<OTHER-INCOME> 0
<EXPENSES-NET> 995
<NET-INVESTMENT-INCOME> 8067
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<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 8108
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (8067)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 553280
<NUMBER-OF-SHARES-REDEEMED> (552899)
<SHARES-REINVESTED> 2468
<NET-CHANGE-IN-ASSETS> 2890
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (123)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 771
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 995
<AVERAGE-NET-ASSETS> 154140
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .052
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.052)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .006
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Other Exhibit
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Frederick C.
Dey, Eric B. Fischman and John E. Pelletier and each of them, with full
power to act without the other, his or her true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to
the Registration Statement for each Fund listed on Schedule A attached
hereto (including post-effective amendments and amendments thereto), and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Joseph S. DiMartino, Director/Trustee
Dated: December 1, 1995
Other Exhibit
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Frederick C.
Dey, Eric B. Fischman and John E. Pelletier and each of them, with full
power to act without the other, his or her true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to
the Registration Statement for each Fund listed on Schedule A attached
hereto (including post-effective amendments and amendments thereto), and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
David P. Feldman, Director/Trustee
Dated: December 1, 1995
Schedule A
Group II
Dreyfus A Bonds Plus, Inc.
Dreyfus Balanced Fund, Inc.
Dreyfus Global Bond Fund, Inc.
Dreyfus Growth and Income Fund, Inc.
Dreyfus Growth Opportunity Fund, Inc.
Dreyfus Institutional Money Market Fund
Dreyfus International Equity Fund, Inc.
Dreyfus International Recovery Fund, Inc.
Dreyfus Money Market Instruments, Inc.
Dreyfus Variable Investment Fund
Premier Capital Growth Fund, Inc.
Other Exhibit (b)
DREYFUS INSTITUTIONAL MONEY MARKET FUND
Assistant Secretary's Certificate
The undersigned, Eric B. Fischman, 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 on August 10, 1994, authorizing the signing by
Frederick C. Dey, Eric B. Fischman and John E. Pelletier on behalf of the
proper officers of the Fund pursuant to a power of attorney:
RESOLVED, that the Registration Statement and any and all
amendments and supplements thereto may be signed by any one of Frederick
C. Dey, Ruth D. Leibert, Eric B. Fischman and John E. Pelletier as the
attorney-in-fact for the proper officers of the Fund, with full power of
substitution and resubstitution; and that the appointment of each of such
persons as such attorney-in-fact hereby is authorized and approved; and
that such attorneys-in-fact, and each of them, shall have full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection with such Registration Statement and
any and all amendments and supplements thereto, as fully to all intents
and purposes as the officer for whom he is acting as attorney-in-fact,
might or could do in person.
IN WITNESS THEREOF, I have hereunto signed my name and affixed the
seal of the Fund on April 25, 1996.
Eric B. Fischman
Assistant Secretary
(SEAL)
