File No. 33-46503
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. 5 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 5 [X]
(Check appropriate box or boxes.)
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485
----
X on May 20, 1994 pursuant to paragraph (b) of Rule 485
----
60 days after filing pursuant to paragraph (a) of Rule 485
----
on (date) pursuant to paragraph (a) of Rule 485
----
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 February 28, 1994 was filed on April 21,
1994.
DREYFUS BASIC U.S. GOVERNMENT 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 17
3 Condensed Financial Information 3
4 General Description of Registrant 4
5 Management of the Fund 10
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 17
7 Purchase of Securities Being Offered 11
8 Redemption or Repurchase 13
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 *
13 Investment Objectives and Policies B-2
14 Management of the Fund B-6
15 Control Persons and Principal B-9
Holders of Securities
16 Investment Advisory and Other B-9
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS BASIC U.S. GOVERNMENT 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-17
18 Capital Stock and Other Securities B-17
19 Purchase, Redemption and Pricing B-11, B-12,
of Securities Being Offered B-15
20 Tax Status *
21 Underwriters B-11
22 Calculations of Performance Data B-15
23 Financial Statements B-21
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-4
Common Control with Registrant
26 Number of Holders of Securities C-4
27 Indemnification C-4
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-30
30 Location of Accounts and Records C-38
31 Management Services C-38
32 Undertakings C-38
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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COMBINED PROSPECTUS MAY 20, 1994
DREYFUS BASIC MONEY MARKET FUND, INC.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
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OVERVIEW
Dreyfus BASIC Money Market Fund, Inc. and Dreyfus BASIC U.S.
Government Money Market Fund (each, a "Fund" and collectively, the
"Funds") are each open-end, diversified, management investment
companies known as money market mutual funds. The goal of each Fund 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. Each Fund
seeks to maintain a stable net asset value of $1.00 per share and is
designed to benefit investors who do not engage in frequent transactions
in Fund shares.
The Dreyfus Corporation professionally manages each Fund's portfolio.
AN INVESTMENT IN EACH FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT EITHER FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
DREYFUS BASIC MONEY MARKET FUND, INC. (the "MONEY FUND") invests in
short-term money market obligations including U.S. Government
securities, certificates of deposit and other domestic and foreign bank
obligations, repurchase agreements, commercial paper, and other short-
term corporate obligations, as more fully described herein.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND (the "GOVERNMENT
MONEY FUND") invests in U.S. Government securities and repurchase
agreements in respect of U.S. Government securities.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF THE
OTHER FUND. THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR
CONVENIENCE TO PROVIDE YOU THE OPPORTUNITY TO CONSIDER TWO
INVESTMENT CHOICES IN ONE DOCUMENT.
This Prospectus sets forth concisely information about each Fund that
you should know before investing. It should be read and retained for future
reference.
Part B (also known as the Statement of Additional Information), dated
May 20, 1994, which may be revised from time to time, provides a further
discussion of certain areas in this Prospectus and other matters which
may be of interest to some investors. It has been filed with the Securities
and Exchange Commission and is incorporated herein by reference. For a
free copy, write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144, or call 1-800-645-6561. When telephoning, ask
for Operator 666.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY.
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TABLE OF CONTENTS
PAGE PAGE
FEE TABLE........................ 2 EXCHANGE PRIVILEGE............ 12
CONDENSED FINANCIAL INFORMATION.. 3 HOW TO REDEEM SHARES.......... 13
YIELD INFORMATION................ 4 SHAREHOLDER SERVICES PLAN...... 15
DESCRIPTION OF THE FUNDS......... 4 DIVIDENDS, DISTRIBUTIONS AND TAXES..15
MANAGEMENT OF THE FUNDS.......... 10 GENERAL INFORMATION............... 17
HOW TO BUY SHARES................ 11
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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.
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>
FEE TABLE
GOVERNMENT
MONEY MONEY
SHAREHOLDER TRANSACTION EXPENSES FUND FUND
------- ----------
<S> <C> <C>
Exchange Fee........................................................ $5.00 $5.00
Account Closeout Fee................................................ $5.00 $5.00
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees (after expense reimbursement)....................... .30% .29%
Other Expenses...................................................... .15% .16%
Total Fund Operating Expenses (after expense reimbursement)......... .45% .45%
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE (applicable to each Fund): 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
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: $10 $19 $30 $62
</TABLE>
- --------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, EACH FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
- --------------------------------------------------------------------------
The purpose of the foregoing table is to assist you in understanding the
various costs and expenses that investors in a Fund will bear, directly or
indirectly, the payment of which will reduce investors' return on an
annual basis. The expenses noted above, without reimbursement, would be
as to the MONEY FUND: Management Fees-.50%, Other Expenses-.15% and
Total Fund Operating Expenses-.65% and, as to the GOVERNMENT MONEY
FUND: Management Fees__ .50%, Other Expenses__ .16% and Total Fund
Operating Expenses__ .66%. The amount of expenses that an investor in the
MONEY FUND would pay, assuming redemption after one, three, five and ten
years, would be $12, $26, $41 and $86, respectively, and in the
GOVERNMENT MONEY FUND, the investor would pay $12, $26, $42 and $87,
respectively. In addition, unlike certain other funds in the Dreyfus Family
of Funds, each Fund will charge your account $2.00 for each redemption
check you write; you also will be charged $5.00 for each wire redemption
you make and a $5.00 account closeout fee. These charges will be paid to
the Fund's transfer agent and will reduce the transfer agency charges
otherwise payable by each Fund. See "How to Redeem Shares." The Dreyfus
Corporation has undertaken, with respect to each Fund, until June 30,
1996 that if in any fiscal year of a Fund certain Fund expenses, including
the management fee, exceed .45 of 1% of the value of its average net
assets for the fiscal year, such Fund may deduct from the payment to be
made to The Dreyfus Corporation under the Management Agreement, or The
Dreyfus Corporation will bear, such excess expense. The information in the
foregoing table does not reflect any other fee waivers or expense
reimbursement arrangements that may be in effect. See "Management of
the Funds" and "Shareholder Services Plan."
Page 2
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young, each Fund's independent auditors, whose reports thereon appear in
the Statement of Additional Information. Further financial data and
related notes as to each Fund are included in the Statement of Additional
Information, available upon request.
FINANCIAL HIGHLIGHTS
MONEY FUND - Contained below is per share operating performance data for
a share of Common Stock outstanding, total investment return, ratios to
average net assets and other supplemental data for each year indicated.
This information has been derived from information provided in the Fund's
financial statements.
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28,
---------------------------
PER SHARE DATA: 1993(1) 1994
--------- -------
<S> <C> <C>
Net asset value, beginning of year............................ $1.0000 $1.0001
--------- -------
INVESTMENT OPERATIONS:
Investment income__net........................................ .0325 .0333
Net realized loss on investments.............................. (.0001) __
--------- -------
TOTAL FROM INVESTMENT OPERATIONS.......................... .0324 .0333
--------- -------
DISTRIBUTIONS:
Dividends from investment income_net.......................... (.0323) (.0335)
--------- -------
Net asset value, end of year.................................. $1.0001 $.9999
======== =======
TOTAL INVESTMENT RETURN........................................... 3.80%(2) 3.40%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................ __ .10%
Ratio of net investment income to average net assets........... 3.66%(2) 3.33%
Decrease reflected in above expense ratios due to
undertakings by The Dreyfus Corporation.................... .71%(2) .55%
Net Assets, end of year (000's omitted)........................ $734,349 $1,217,032
- -----------------------------
(1)From April 24, 1992 (commencement of operations) to February 28,1993.
(2)Annualized.
</TABLE>
GOVERNMENT MONEY FUND - 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
information provided in the Fund's financial statements.
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28,
---------------------------
PER SHARE DATA: 1993(1) 1994
--------- -------
<S> <C> <C>
Net asset value, beginning of year............................ $1.0000 $1.0002
--------- -------
INVESTMENT OPERATIONS:
Investment income__net........................................ .0315 .0324
Net realized loss on investments.............................. __ (.0001)
--------- -------
TOTAL FROM INVESTMENT OPERATIONS.......................... .0315 (.0323)
--------- -------
DISTRIBUTIONS:
Dividends from investment income_net.......................... (.0313) (.0325)
--------- -------
Net asset value, end of year.................................. $1.0002 $1.0000
======== =======
TOTAL INVESTMENT RETURN........................................... 3.69%(2) 3.30%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets ...................... __ .02%
Ratio of net investment income to average net assets.......... 3.58%(2) 3.24%
Decrease reflected in above expense ratios due to
undertakings by The Dreyfus Corporation................... .75%(2) .64%
Net Assets, end of year (000's omitted)....................... $116,696 $265,691
- ---------------------------------
(1)From April 24, 1992 (commencement of operations) to February 28, 1993.
(2)Annualized.
</TABLE>
Page 3
YIELD INFORMATION
From time to time, each Fund 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 each Fund's yield will
fluctuate substantially. The yield of a Fund refers to the income generated
by an investment in such Fund 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 a
Fund 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 Fund's yield and effective yield may reflect absorbed
expenses pursuant to any undertaking that may be in effect. See
"Management of the Funds."
Yield information is useful in reviewing a Fund's performance, but
because yields will fluctuate, such information under certain conditions
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 each Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitor trademark, N. Palm Beach, Fla.
33408, IBC/Donoghue's Money Fund Report, Morningstar, Inc. and other
industry publications.
DESCRIPTION OF THE FUNDS
INVESTMENT OBJECTIVE - Each Fund's goal is to provide you with as high a
level of current income as is consistent with the preservation of capital
and the maintenance of liquidity. Each Fund's investment objective cannot
be changed without approval by the holders of a majority (as defined in
the Investment Company Act of 1940) of its outstanding voting shares.
There can be no assurance that a Fund's investment objective will be
achieved. Securities in which each Fund invests may not earn as high a
level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES - Each Fund seeks to maintain a net asset value of
$1.00 per share for purchases and redemptions. To do so, each Fund uses
the amortized cost method of valuing its securities pursuant to Rule 2a-7
under the Investment Company Act of 1940, certain requirements of which
are summarized below. There can be no assurance that either Fund will be
able to maintain a stable net asset value of $1.00 per share.
In accordance with Rule 2a-7, each Fund is required to 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 FUND only, 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 MONEY FUND'S Board of Directors. Moreover,
the MONEY FUND will purchase only securities so rated in the highest
rating category or, if unrated, of comparable quality as determined in
accordance with such procedures. The nationally recognized statistical
rating organizations currently rating instruments of the type the MONEY
FUND may purchase are Moody's Investors Service, Inc., Standard & Poor's
Corporation, Duff & Phelps, Inc., Fitch Investors Service, Inc., IBCA
Limited and IBCA Inc., and Thomson BankWatch, Inc. and their rating
criteria are described in the Appendix to the Statement of Additional
Information. This discussion concerning investment ratings and rating
organizations does not apply to the GOVERNMENT MONEY FUND because it
invests exclusively in U.S. Government securities and repurchase
agreements in respect thereof. For further information regarding the
amortized cost method of valuing securities, see "Determination of Net
Asset Value" in the Statement of Additional Information.
MONEY FUND. To achieve its goal, the MONEY FUND invests in short-term
money market obligations, including securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities, certi-
Page 4
ficates of
deposit, time deposits, bankers' acceptances and other short-term
obligations issued by domestic banks, foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign branches
of foreign banks, repurchase agreements, and high grade domestic and
foreign commercial paper and other short-term corporate obligations,
including those with floating or variable rates of interest. The MONEY
FUND will invest in U.S. dollar denominated obligations issued or
guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities, including obligations of
supranational entities. In addition, the MONEY FUND is permitted to lend
portfolio securities and enter into reverse repurchase agreements to the
extent described below. During normal market conditions, at least 25% of
the MONEY FUND'S assets will be invested in bank obligations. See "Risk
Factors Relating to the Money Fund" below.
The MONEY FUND will not invest more than 5% of its total assets in the
securities (including the securities collateralizing a repurchase
agreement) of, or subject to puts issued by, a single issuer, except that (i)
the MONEY FUND 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 MONEY FUND 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 MONEY FUND'S total assets is invested in
securities issued or guaranteed by the issuer of the unconditional put. As
to each security, these percentages are measured at the time the MONEY
FUND purchases the security.
GOVERNMENT MONEY FUND. To achieve its goal, the GOVERNMENT MONEY
FUND invests in securities issued or guaranteed as to principal and
interest by the U.S. Government or its agencies or instrumentalities, and
repurchase agreements in respect of such securities.
PORTFOLIO SECURITIES
MONEY FUND AND GOVERNMENT MONEY FUND. 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. Treasury Bills have initial maturities of
one year or less; Treasury Notes have initial maturities of one to ten
years; and Treasury Bonds generally have initial maturities of greater
than ten years. Some obligations issued or guaranteed by U.S. Government
agencies and instrumentalities, for example Government National
Mortgage Association pass-through certificates, are supported by the full
faith and credit of the U.S. Treasury; others, such as those of the Federal
Home Loan Banks, by the right of the issuer to borrow from the Treasury;
others, such as those issued by the Federal National Mortgage Association,
by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the credit of the
agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will
always do so, since it is not so obligated by law. Each Fund will invest in
such securities only when it is satisfied that the credit risk with respect
to the issuer is minimal.
Repurchase agreements involve the acquisition by a Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price, usually
not more than one week after its purchase. The Fund's custodian or sub-
custodian will have custody of, and will hold in a segregated account,
securities acquired by such Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and
Exchange Commission to be loans by the Fund entering into them. In an
attempt to reduce the risk of incurring a loss on a repurchase agreement,
the Funds will enter into repurchase agreements only with domestic banks
with total assets in excess of one billion dollars or primary government
securities dealers reporting to the Federal Reserve Bank of New York, with
respect to securities of the type in which the Fund which has entered into
the repurchase agreement may invest or government securities, and will
require that additional securities be deposited with it if the value of the
securities purchased should decrease below resale price. The Dreyfus
Corporation will monitor on an ongoing basis the value of the
Page 5
collateral to
assure that it always equals or exceeds the repurchase price. Certain
costs may be incurred by a Fund in connection with the sale of the
securities if the seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the securities, realization on the
securities by a Fund may be delayed or limited. Each Fund will consider on
an ongoing basis the creditworthiness of the institutions with which it
enters into repurchase agreements.
MONEY FUND ONLY. The MONEY FUND also may invest in obligations issued
or guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities that are determined by The
Dreyfus Corporation to be of comparable quality to the other obligations in
which the MONEY FUND may invest. Such securities also include debt
obligations of supranational entities. Supranational entities include
international organizations designed or supported by governmental
entities to promote economic reconstruction or development and
international banking institutions and related government agencies.
Examples include the International Bank for Reconstruction and
Development (the World Bank), the European Coal and Steel Community, the
Asian Development Bank and the InterAmerican Development Bank. The
percentage of the MONEY FUND'S assets invested in securities issued by
foreign governments will vary depending on the relative yields of such
securities, the economic and financial markets of the countries in which
the investments are made and the interest rate climate of such countries.
The MONEY FUND will invest in certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks, foreign branches of domestic banks, foreign subsidiaries of
domestic banks, and domestic and foreign branches of foreign banks. See
"Risk Factors Relating to the Money Fund" below. Certificates of deposit
are negotiable certificates evidencing the obligation of a bank to repay
funds deposited with it for a specified period of time. Time deposits are
non-negotiable deposits maintained in a banking institution for a
specified period of time at a stated interest rate. Time deposits which
may be held by the MONEY FUND will not benefit from insurance from the
Bank Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation. Bankers'
acceptances are credit instruments evidencing the obligation of a bank to
pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
The MONEY FUND also may invest in commercial paper, which consists of
short-term, unsecured promissory notes issued to finance short-term
credit needs. The commercial paper purchased by the MONEY FUND will
consist only of direct obligations issued by domestic and foreign entities.
The other corporate obligations in which the MONEY FUND 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.
The MONEY FUND may purchase floating and variable rate demand notes
and bonds, which are obligations ordinarily having stated maturities in
excess of 13 months, but which permit the holder to demand payment of
principal at any time, or at specified intervals not exceeding 13 months,
in each case upon not more than 30 days' notice. Variable rate demand
notes include master demand notes which are obligations that permit the
MONEY FUND to invest fluctuating amounts, which may change daily
without penalty, pursuant to direct arrangements between the Fund, as
lender, and the borrower. The interest rates on these notes fluctuate from
time to time. The issuer of such obligations normally has a corresponding
right, after a given period, to prepay in its discretion the outstanding
principal amount of the obligations plus accrued interest upon a specified
number of days' notice to the holders of such obligations. The interest
rate on a floating rate demand obligation is based on a known lending rate,
such as a bank's prime rate, and is adjusted automatically each time such
rate is adjusted. The interest rate on a variable rate demand obligation is
adjusted automatically at specified intervals. Frequently, such obligations
are secured by letters of credit or other credit support arrangements
provided by banks. 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. Accordingly, where these obligations are not
secured by letters of credit or other credit support arrangements, the
MONEY FUND'S right
Page 6
to redeem is dependent on the ability of the borrower
to pay principal and interest on demand. Such obligations frequently are
not rated by credit rating agencies and the MONEY FUND may invest in
obligations which are not so rated only if The Dreyfus Corporation
determines that at the time of investment the obligations are of
comparable quality to the other obligations in which the MONEY FUND may
invest. The Dreyfus Corporation, on behalf of the MONEY FUND, will
consider on an ongoing basis the creditworthiness of the issuers of the
floating and variable rate demand obligations in such Fund's portfolio. The
MONEY FUND will not invest more than 10% of the value of its net assets in
floating or variable rate demand obligations as to which it cannot
exercise the demand feature on not more than seven days' notice if there
is no secondary market available for these obligations, and in other
illiquid securities.
The MONEY FUND also may purchase unsecured promissory notes
("Notes") which are not readily marketable and have not been registered
under the Securities Act of 1933, as amended, provided such investments
are consistent with the Fund's goal. The Notes purchased by the MONEY
FUND will have remaining maturities of 13 months or less and will be
deemed by its Board of Directors to present minimal credit risks and will
meet the quality criteria set forth above under "Management Policies."
The MONEY FUND will invest no more than 10% of its net assets in such
Notes and in other illiquid securities.
The MONEY FUND may purchase from financial institutions participation
interests in securities in which the Fund may invest. A participation
interest gives the MONEY FUND an undivided interest in the security in the
proportion that the Fund's participation interest bears to the total
principal amount of the security. These instruments may have fixed,
floating or variable rates of interest, with remaining maturities of 13
months or less. If the participation interest is unrated, or has been given a
rating below that which is permissible for purchase by the MONEY FUND,
the participation interest will be backed by an irrevocable letter of credit
or guarantee of a bank, or the payment obligation otherwise will be
collateralized by U.S. Government securities, or, in the case of unrated
participation interests, The Dreyfus Corporation must have determined
that the instrument is of comparable quality to those instruments in
which the MONEY FUND may invest. For certain participation interests, the
MONEY FUND will have the right to demand payment, on not more than
seven days' notice, for all or any part of the Fund's participation interest
in the security, plus accrued interest. As to these instruments, the MONEY
FUND intends to exercise its right to demand payment only upon a default
under the terms of the security, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio. The MONEY FUND will not invest more than 10% of its net assets
in participation interests that do not have this demand feature, and in
other illiquid securities.
The MONEY FUND may invest up to 10% of the value of its net assets in
securities as to which a liquid trading market does not exist, provided
such investments are consistent with the Fund's investment objective.
Such securities may include securities that are not readily marketable,
such as 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. However, if a substantial market of
qualified institutional buyers develops pursuant to Rule 144A under the
Securities Act of 1933, as amended, for certain of these securities held
by the MONEY FUND, the Fund intends to treat such securities as liquid
securities in accordance with procedures approved by the Fund's Board of
Directors. Because it is not possible to predict with assurance how the
market for restricted securities pursuant to Rule 144A will develop, the
MONEY FUND'S Board of Directors has directed The Dreyfus Corporation to
monitor carefully the MONEY FUND'S 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 such restricted
securities pursuant to Rule 144A, the MONEY FUND'S investing in such
securities may have the effect of increasing the level of illiquidity in its
portfolio during such period.
From time to time, the MONEY FUND may lend securities from its
portfolio to brokers, dealers and other institutional investors needing to
borrow securities to complete certain transactions. Such loans may not
exceed 33-1/3% of the value of the MONEY FUND'S total assets. In
connection with such loans, the MONEY FUND will receive collateral
consisting of cash, U.S. Government securities or irrevocable letters of
credit issued by financial institutions. Such collateral will be maintained
at all times in an amount equal to at least 100% of the cur-
Page 7
rent market
value of the loaned securities. The MONEY FUND can increase its income
through the investment of such collateral. The MONEY FUND continues to be
entitled to payments in amounts equal to the interest or other
distributions payable on the loaned security and receives interest on the
amount of the loan. Such loans will be terminable at any time upon
specified notice. The MONEY FUND might experience risk of loss if the
institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund.
The MONEY FUND may borrow for temporary or emergency purposes and
for investment purposes, on a secured basis through entering into reverse
repurchase agreements with banks, brokers or dealers. Reverse repurchase
agreements involve the transfer by the MONEY FUND of an underlying debt
instrument in return for cash proceeds based on a percentage of the value
of the security. The MONEY FUND retains the right to receive interest and
principal payments on the security. The MONEY FUND will use the proceeds
of reverse repurchase agreements only to make investments which
generally either mature or have a demand feature to resell to the issuer at
a date simultaneous with or prior to the expiration of the reverse
repurchase agreement. At an agreed upon future date, the Fund repurchases
the security, at principal, plus accrued interest. In certain types of
agreements, there is no agreed upon repurchase date and interest
payments are calculated daily, often based on the prevailing overnight
repurchase rate. The MONEY FUND will maintain in a segregated custodial
account cash, cash equivalents or U.S. Government securities or other high
quality liquid debt securities equal to the aggregate amount of its reverse
repurchase obligations, plus accrued interest, in certain cases, in
accordance with releases promulgated by the Securities and Exchange
Commission. The Securities and Exchange Commission views reverse
repurchase agreement transactions as collateralized borrowings by the
Fund, and, pursuant to the Investment Company Act of 1940, the MONEY
FUND must maintain continuous asset coverage (that is, total assets
including borrowings, less liabilities exclusive of borrowings) of 300% of
the amount borrowed. If the 300% asset coverage should decline as a
result of market fluctuations or other reasons, the MONEY FUND may be
required to sell some of its portfolio holdings within three days to reduce
the debt and restore 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that
time. As a result of these transactions, the MONEY FUND is exposed to
greater potential fluctuations in the value of its assets and its net asset
value per share. Interest costs on the money borrowed may exceed the
return received on the securities purchased. The MONEY FUND'S Directors
have considered the risks to the Fund and its shareholders which may
result from the entry into reverse repurchase agreements and have
determined that the entry into such agreements is consistent with the
MONEY FUND'S investment objective and management policies.
The MONEY FUND may purchase money market securities on a forward
commitment basis, which means that delivery and payment for such
securities ordinarily take place within 45 days after the date of the
commitment to purchase. The payment obligation and the interest rate
that will be received on the securities are fixed at the time the MONEY
FUND enters into the commitment. The MONEY FUND will make
commitments to purchase such securities only with the intention of
actually acquiring the securities, but the Fund may sell these securities
before the settlement date if it is deemed advisable. The MONEY FUND will
not accrue income in respect of a security purchased on a forward
commitment basis prior to its stated delivery date.
Securities purchased on a forward commitment basis and other
securities held in the MONEY FUND'S portfolio are subject to changes in
value (both generally changing in the same way, i.e., appreciating when
interest rates decline and depreciating when interest rates rise) based
upon the public's perception of the creditworthiness of the issuer and
changes, real or anticipated, in the level of interest rates. Securities
purchased on a forward commitment basis may expose the MONEY FUND to
risk because they may experience such fluctuations prior to their actual
delivery. Purchasing securities on a forward commitment basis can
involve the additional risk that the yield available in the market when the
delivery takes place actually may be higher than that obtained in the
transaction itself. A segregated account of the MONEY FUND consisting of
cash, cash equivalents or U.S. Government securities or other high quality
liquid debt securities at least equal at all times to the amount of the
forward commitments will be established and maintained at the Fund's
custodian bank. Purchasing securities on a forward commitment basis
when the MONEY FUND is fully or almost fully invested may result in
greater potential fluctuation in the value of the MONEY FUND'S net assets
and its net asset value per share.
Page 8
CERTAIN FUNDAMENTAL POLICIES __ The MONEY FUND (i) may borrow money,
including in connection with the entry into reverse repurchase
agreements, provided that the Fund maintains continuous asset coverage
(that is, total assets including borrowings, less liabilities exclusive of
borrowings) of 300% of the amount borrowed; (ii) may invest up to 5% of
its total assets in the obligations of any issuer, except that up to 25% of
the value of the Fund's total assets may be invested (subject to the
provisions of Rule 2a-7), and obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities may be purchased, without
regard to any such limitation; and (iii) will invest, under normal market
conditions, at least 25% of its total assets in securities issued by banks,
including foreign banks and branches, and may invest up to 25% of its total
assets in the securities of issuers in any other industry, provided that
there is no limitation on investments in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities. The
GOVERNMENT MONEY FUND may borrow money, but only for temporary or
emergency (not leveraging) purposes, in an amount up to 15% of the value
of its total assets (including the amount borrowed) valued at 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
its total assets, the GOVERNMENT MONEY FUND will not make any
additional investments. This paragraph describes fundamental policies
that cannot be changed, as to a Fund, without approval by the holders of a
majority (as defined in the Investment Company Act of 1940) of such
Fund's outstanding voting shares. See "Investment Objective and
Management Policies - Investment Restrictions" in the Statement of
Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES - Each Fund may (i)
pledge, hypothecate, mortgage or otherwise encumber its assets, but only
to secure permitted borrowings; and (ii) invest up to 10% of the value of
its net assets in repurchase agreements providing for settlement in more
than seven days after notice and in other illiquid securities (which
securities, for the MONEY FUND only, could include participation interests
that are not subject to the demand feature described above and floating
and variable rate demand obligations as to which such Fund cannot
exercise the related demand feature described above and as to which there
is no secondary market). See "Investment Objective and Management
Policies - Investment Restrictions" in the Statement of Additional
Information.
RISK FACTORS RELATING TO THE MONEY FUND - Since the MONEY FUND'S
portfolio may contain securities issued by foreign governments, or any of
their political subdivisions, agencies or instrumentalities, and by foreign
branches of domestic banks, foreign subsidiaries of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper
issued by foreign issuers, the MONEY FUND may be subject to additional
investment risks with respect to such securities that are different in
some respects from those incurred by a fund which invests only in debt
obligations of U.S. domestic issuers, although such obligations may be
higher yielding when compared to the securities of U.S. domestic issuers.
In making foreign investments, therefore, the MONEY FUND will give
appropriate consideration to the following factors, among others.
Foreign securities markets generally are not as developed or efficient
as those in the United States. Securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S. issuers.
Similarly, volume and liquidity in most foreign securities markets are
less than in the United States and, at times, volatility of price can be
greater than in the United States. The issuers of some of these securities,
such as bank obligations, may be subject to less stringent or different
regulation than are U.S. issuers. In addition, there may be less publicly
available information about a non-U.S. issuer, and non-U.S. issuers
generally are not subject to uniform accounting and financial reporting
standards, practices and requirements comparable to those applicable to
U.S. issuers.
Because evidences of ownership of such securities usually are held
outside the United States, the MONEY FUND will be subject to additional
risks which include possible adverse political and economic developments,
possible seizure or nationalization of foreign deposits and possible
adoption of governmental restrictions which might adversely affect the
payment of principal and interest on the foreign securities or might
restrict the payment of principal and interest to investors located outside
the country of the issuer, whether from currency blockage or otherwise.
Furthermore, some of these securities are subject to brokerage taxes
levied by foreign governments, which have the effect of increasing the
cost of such investment and reducing the realized gain or increasing the
real-
Page 9
ized loss on such securities at the time of sale. Income earned or
received by the MONEY FUND from sources within foreign countries may be
reduced by withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States, however,
may reduce or eliminate such taxes. All such taxes paid by the MONEY FUND
will reduce its net income available for distribution to shareholders. The
Dreyfus Corporation will consider available yields, net of any required
taxes, in selecting foreign securities.
To the extent the MONEY FUND'S investments are concentrated in the
banking industry, the MONEY FUND will have correspondingly greater
exposure to the risk factors which are characteristic of such investments.
Sustained increases in interest rates can adversely affect the availability
or liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure
to credit losses. In addition, the value of the investment return on the
MONEY FUND'S shares could be affected by economic or regulatory
developments in or related to the banking industry, which industry also is
subject to the effects of the concentration of loan portfolios in leveraged
transactions and in particular businesses, and competition within the
banking industry as well as with other types of financial institutions. The
MONEY FUND, however, will seek to minimize its exposure to such risks by
investing only in debt securities which are determined to be of the highest
quality pursuant to procedures established by its Board of Directors.
OTHER INVESTMENT CONSIDERATIONS - Each Fund is designed to benefit
investors who do not engage in frequent redemptions or exchanges of such
Fund's shares. Because charges may apply to redemptions and exchanges of
Fund shares, neither Fund may be an appropriate investment for an
investor who intends to engage frequently in such transactions.
Each Fund will attempt to increase yield 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 a Fund since neither
Fund usually pays brokerage commissions when it purchases portfolio
securities. The value of the portfolio securities held by each Fund will
vary inversely to changes in prevailing interest rates. Thus, if interest
rates have increased from the time a security was purchased, such
security, if sold, might be sold at a price less than its purchase 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.
Dividends and distributions attributable to interest from direct
obligations of the United States and paid by the GOVERNMENT MONEY FUND
to individuals currently are not subject to personal income tax in most
states. Dividends and distributions attributable to interest from other
securities in which the GOVERNMENT MONEY FUND may invest, such as
repurchase agreements, however, may be subject to state tax. See
"Dividends, Distributions and Taxes."
Investment decisions for each Fund are made independently from those
of other investment companies advised by The Dreyfus Corporation.
However, if such other investment companies are prepared to invest in, or
desire to dispose of, money market instruments at the same time as a
Fund, available investments or opportunities for sales will be allocated
equitably to each investment company. In some cases, this procedure may
adversely affect the size of the position obtained for or disposed of by a
Fund or the price paid or received by a Fund.
MANAGEMENT OF THE FUNDS
The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as each Fund's investment
adviser. As of April 30, 1994, The Dreyfus Corporation managed or
administered approximately $72 billion in assets for more than 1.9
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the affairs of each Fund under a separate Management
Agreement with each Fund, subject to the overall authority of the MONEY
FUND'S Board of Directors in accordance with Maryland law, and the
GOVERNMENT MONEY FUND'S Board of Trustees in accordance with
Massachusetts law.
Under the terms of its respective Management Agreement, each Fund has
agreed to pay The Dreyfus Corporation a monthly fee at the annual rate of
.50 of 1% of the value of its average daily net assets. From time
Page 10
to time,
The Dreyfus Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of a Fund, which would have the effect of
lowering that Fund's overall expense ratio and increasing yield to
investors at the time such amounts are waived or assumed, as the case
may be. Neither Fund will pay The Dreyfus Corporation at a later time for
any amounts it may waive, nor will either Fund reimburse The Dreyfus
Corporation for any amounts it may assume. For the fiscal year ended
February 28, 1994, neither Fund paid any management fee pursuant to
separate undertakings by The Dreyfus Corporation.
The Dreyfus Corporation has undertaken until June 30, 1996 that if in
any fiscal year of a Fund its aggregate expenses, exclusive of taxes,
brokerage, interest on borrowings and (with the prior written consent of
the necessary state securities commissions) extraordinary expenses, but
including the respective management fee, exceed .45 of 1% of the value of
its average daily net assets for the fiscal year, such Fund may deduct
from the payment to be made to The Dreyfus Corporation under its
Management Agreement, or The Dreyfus Corporation will bear, such excess
expense.
The Dreyfus Corporation may pay Dreyfus Service Corporation for
shareholder and distribution services from The Dreyfus Corporation's own
assets, including past profits but not including the management fee paid
by the Fund. Dreyfus Service Corporation may use part or all of such
payments to pay securities dealers or others in respect of these services.
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Transfer and Dividend Disbursing Agent (the "Transfer Agent") for each
Fund. The Transfer Agent will receive the $5.00 exchange fee, the $5.00
account closeout fee, the $5.00 wire redemption fee and the $2.00
checkwriting charge, described below. A sufficient number of your shares
will be redeemed automatically to pay these amounts. These payments
will reduce the transfer agency fee otherwise payable by each Fund. By
purchasing shares of a Fund, you are deemed to have consented to this
procedure. The Bank of New York, 110 Washington Street, New York, New
York 10286, is the Custodian for each Fund.
HOW TO BUY SHARES
Each Fund's distributor is Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, located at 200 Park Avenue, New
York, New York 10166. The shares it distributes are not deposits or
obligations of The Dreyfus Security Savings Bank, F.S.B. and therefore are
not insured by the Federal Deposit Insurance Corporation.
You can purchase Fund shares without a sales charge if you purchase
them directly from Dreyfus Service Corporation. You may be charged a
nominal fee if you effect transactions in Fund shares 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 is $25,000. Subsequent investments
must be at least $1,000. The initial investment must be accompanied by
the Fund's Account Application.
You may purchase Fund shares by check or wire. Checks should be made
payable to "The Dreyfus Family of Funds." Payments to open new accounts
which are mailed should be sent to The Dreyfus Family of Funds, P.O. Box
9387, Providence, Rhode Island 02940-9387, together with your Account
Application. 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 RELEVANT
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 if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank
having a correspondent bank in New York City. Immediately available funds
may be transmitted by wire to The Bank of New York (DDA
#8900204419/Dreyfus BASIC Money Market Fund, Inc., or DDA
#8900204427/Dreyfus BASIC U.S. Government Money Market Fund), for
purchase of
Page 11
shares in your name. The wire must include your Fund account
number (for new accounts, your Taxpayer Identification Number ("TIN")
should be included instead), account registration and dealer number, if
applicable. If your initial purchase of Fund shares is by wire, please call
1-800-645-6561 after completing your wire payment to obtain your Fund
account number. Please include your Fund account number on the Fund's
Account Application and promptly mail the Account Application to the
Fund, as no redemptions 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 additional 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. Each Fund makes available to certain large institutions the
ability to issue purchase instructions through compatible computer
facilities.
Shares of each Fund also may be purchased through IRA Accounts,
provided the opening balance is at least $25,000. Subsequent investments
through IRA Accounts must be at least $1,000. For details, please contact
the Dreyfus Group Retirement Plans, a division of Dreyfus Service
Corporation, by calling toll free 1-800-358-5566.
Subsequent investments also may be made by electronic transfer of funds
from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct
the institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with instructions to
credit your Fund account. The instructions must specify your Fund account
registration and your Fund account number PRECEDED BY THE DIGITS
"1111."
Shares of each Fund are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks 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. If
you do not remit Federal Funds, your payment must be converted into
Federal Funds. This usually occurs within one business day of receipt of a
bank wire or 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.
Net asset value per share is determined as of the close of trading on the
floor of the New York Stock Exchange (currently 4:00 p.m., New York time)
on each day the New York Stock Exchange or Transfer Agent, as to the
MONEY FUND, or the New York Stock Exchange, as to the GOVERNMENT
MONEY FUND, is open for business. Net asset value per share is computed
by dividing the value of the Fund's net assets (i.e., the value of its assets
less liabilities) by the total number of shares 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 the
Transfer Agent by the close of trading on the floor of the New York Stock
Exchange on a business day, Fund shares will be purchased at the net asset
value per share determined as of such close of trading on that day. Shares
begin accruing income dividends on the day following the date of purchase.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes"
and each Fund's Account Application for further information concerning
this requirement. Failure to furnish a certified TIN to the Fund could
subject you to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
EXCHANGE PRIVILEGE
The Exchange Privilege enables you to purchase, in exchange for shares
of your Fund, 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. The Exchange Privilege may be exercised
four times during the calendar year as described below. If you desire to
use this Privilege, you should consult Dreyfus Service Corporation to
determine if it is available and whether any other conditions are imposed
on its use. You will be charged a $5.00 fee for each exchange you make out
of your Fund. This fee will be deducted from your account and paid to the
Transfer Agent.
Page 12
To use this Privilege, you must give exchange instructions to the
Transfer Agent in writing, by wire or by telephone. If you previously have
established the Telephone Exchange Privilege, you may telephone exchange
instructions by calling 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. See "How to Redeem Fund Shares -
Procedures." Before an exchange into a fund offered by another prospectus,
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
from Dreyfus Service Corporation. Except in the case of Personal
Retirement Plans, the shares being exchanged must have a current value of
at least $1,000; furthermore, when establishing a new account by
exchange, the shares being exchanged must have a value of at least the
minimum initial investment required for the fund into which the exchange
is being made. Telephone exchanges may be made only if the appropriate
"YES" box has been checked on the Account Application, or a separate
signed Shareholder Services Form is on file with the Transfer Agent. 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: Exchange
Privilege, Check Redemption Privilege, Wire Redemption Privilege,
Telephone Redemption Privilege and the dividend/capital gain distribution
option selected by the investor.
Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the Fund from
which you are exchanging were: (a) purchased with a sales load, (b)
acquired by a previous exchange from shares of the Fund purchased with a
sales load, or (c) acquired through reinvestment of dividends or
distributions paid with respect to the foregoing categories of shares. To
qualify, at the time of your exchange you must notify the Transfer Agent.
Any such qualification is subject to confirmation of your holdings through
a check of appropriate records. See "Exchange Privilege" in the Statement
of Additional Information. Each Fund reserves the right to reject any
exchange request in whole or in part. With respect to any investor who has
exchanged out of a Fund four times during the calendar year, further
purchase orders (including those pursuant to exchange instructions)
relating to any shares of such Fund will be rejected for the remainder of
the calendar year. The Exchange Privilege may be modified or terminated
at any time upon notice to shareholders.
The exchange of shares of one fund for shares of another is treated for
Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
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, your Fund will
redeem the shares at the next determined net asset value.
YOU WILL BE CHARGED $5.00 WHEN YOU REDEEM ALL SHARES IN YOUR
ACCOUNT OR YOUR ACCOUNT IS OTHERWISE CLOSED OUT. The fee will be
deducted from your redemption proceeds and paid to the Transfer Agent.
The account closeout fee does not apply to exchanges out of the Fund or to
wire redemptions, for each of which a $5.00 fee applies. Securities
dealers, banks and other financial institutions may charge a nominal fee
for effecting redemptions of Fund shares. Any certificates representing
Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset value.
Each Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and
Exchange Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY
CHECK 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, WHICH MAY
Page 13
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 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.
Each Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is
$10,000 or less and remains so during the notice period. The $5.00 account
closeout fee would be charged in such case.
PROCEDURES - You may redeem shares by using the regular redemption
procedure through the Transfer Agent, the Check Redemption Privilege,
through the Wire Redemption Privilege, or the Telephone Redemption
Privilege. The Fund makes available to certain large institutions the
ability to issue redemption instructions through compatible computer
facilities.
You may redeem or exchange Fund shares by telephone if you have
checked the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. If you select a
telephone redemption or exchange privilege, you authorize the Transfer
Agent to act on telephone instructions from any person representing
himself or herself to be you and reasonably believed by the Transfer Agent
to be genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not follow such
procedures, it 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 Fund 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 RELEVANT FUND AND WILL BE
PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the nearest
Dreyfus Financial Center, please call one of the telephone numbers listed
under "General Information."
Redemption requests must be signed by each shareholder, including each
owner of a joint account, and each signature must be guaranteed. The
Transfer Agent has adopted standards and procedures pursuant to which
signature-guarantees in proper form generally will be accepted from
domestic banks, brokers, dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies and
savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program.
If you have any questions with respect to signature-guarantees, please
call one of the telephone numbers listed under "General Information."
Redemption proceeds of at least $5,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
CHECK REDEMPTION PRIVILEGE - You may request on the Account
Application, Shareholder Services Form or by later written request that
your Fund provide Redemption Checks drawn on such Fund's account.
Redemption Checks may be made payable to the order of any person in the
amount of $1,000 or more. Redemption Checks should not be used to close
your account. Your account will be charged $2.00 for each Redemption
Check you write. The Transfer Agent also will impose a fee for stopping
payment of a Redemption Check upon your request or if the Transfer Agent
cannot honor the Redemption Check due to
Page 14
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 Checks. 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. The Fund may return an unpaid Redemption Check
that would draw your account balance below $5.00 and you may be subject
to extra charges. Shares held under IRAs, and shares for which
certificates have been issued, may not be redeemed by Redemption Check.
This Privilege may be modified or terminated at any time by the Fund or
the Transfer Agent upon notice to shareholders.
WIRE REDEMPTION PRIVILEGE - You may request by wire or telephone that
redemption proceeds (minimum $5,000) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank
if your bank is not a member. To establish the Wire Redemption Privilege,
you must check the appropriate box and supply the necessary information
on the Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption proceeds be paid
by check (maximum $150,000 per day) made out to the owners of record
and mailed to your address. Redemption proceeds of less than $5,000 will
be paid automatically by check. Holders of jointly registered Fund or bank
accounts may have redemption proceeds of only up to $250,000 wired
within any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. Each Fund reserves the right to refuse any redemption request,
including requests made shortly after a change of address, and may limit
the amount involved or the number of such requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund. The
Funds' Statement of Additional Information sets forth instructions for
transmitting redemption requests by wire. Shares held under Keogh Plans,
IRAs or other retirement plans, and shares for which certificates have
been issued, are not eligible for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE - You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The redemption
proceeds will be paid by check and mailed to your address. You may
telephone redemption instructions by calling 1-800-221-4060 or, if you
are calling from overseas, call 1-401-455-3306. Each Fund reserves the
right to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount involved or
the number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund.
Shares held under Keogh Plans, IRAs or other retirement plans, and shares
for which certificates have been issued, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
Each Fund has adopted a Shareholder Services Plan pursuant to which
the Fund reimburses Dreyfus Service Corporation an amount not to exceed
an annual rate of .25 of 1% of the value of the Fund's average daily net
assets for certain allocated expenses of providing personal services
and/or maintaining shareholder accounts. The services 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
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange and Transfer Agent, as to the MONEY
FUND, or the New York Stock Exchange, as to the GOVERNMENT MONEY FUND,
is open for business. Dividends for each Fund usually are paid on the last
calendar day of each month, and are automatically reinvested in additional
Fund shares at net asset value or, at your option, paid in cash. Each Fund's
earnings for Saturdays, Sundays and holidays are declared as dividends on
the next business day. If you redeem all shares in your account at any time
during the month, all dividends to which you are entitled will be paid to
you along with the proceeds of the redemption. Distributions from net
realized securities gains, if any, generally are declared and paid once a
year, but either Fund may make distributions on a more frequent basis to
Page 15
comply with the distribution requirements of the Internal Revenue Code of
1986, as amended (the "Code"), in all events in a manner consistent with
the provisions of the Investment Company Act of 1940. Neither Fund will
make distributions from net realized securities gains unless capital loss
carryovers, if any, have been utilized or have expired. You may choose
whether to receive distributions in cash or to reinvest in additional Fund
shares 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 money market discount bonds paid by the Fund will be taxable to
U.S. shareholders as ordinary income, whether received in cash or
reinvested in additional Fund shares. No dividend paid by a Fund will
qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains
of a Fund, if any, will be taxable to U.S. shareholders as long-term capital
gains for Federal income tax purposes regardless of how long you have
held your Fund shares and whether such distributions are received in cash
or reinvested in additional Fund shares. The Code provides that the net
capital gains of an individual will generally 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
money market discount bonds paid by the Fund 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 Fund to a foreign investor generally will not be
subject to U.S. nonresident withholding tax. However, such distributions
may be subject to backup withholding, as described below, unless the
foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and distributions will be
mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions
from securities gains, if any, paid during the year. Dividends and
distributions attributable to interest from direct obligations of the
United States and paid by a Fund to individuals currently are not subject
to tax in most states. Dividends and distributions attributable to interest
from other securities in which each Fund may invest may be subject to
state tax. The GOVERNMENT MONEY FUND intends to provide shareholders
with a statement which sets forth the percentage of dividends and
distributions paid by such Fund that is attributable to interest income
from direct obligations of the United States.
Federal regulations generally require each 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 a Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax
return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of each Fund believes that such Fund has qualified for the
fiscal year ended February 28, 1994 as a "regulated investment company"
under the Code. Each Fund intends to continue to so qualify as long as such
qualification is in the best interests of its shareholders. Such
qualification relieves a Fund of any liability for Federal income tax to the
extent its earnings are distributed in accordance with applicable
provisions of the Code. Each Fund is subject to a non-deductible 4% excise
tax, measured with respect to certain undistributed amounts of taxable
investment income and capital gains.
You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.
Page 16
GENERAL INFORMATION
MONEY FUND. The MONEY FUND was incorporated under Maryland law on
March 17, 1992, and commenced operations on April 24, 1992. The MONEY
FUND is authorized to issue 3 billion shares of Common Stock, par value
$.001 per share. Each share has one vote.
Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the MONEY FUND to hold annual
meetings of shareholders. As a result, MONEY FUND shareholders may not
consider each year the election of Directors or the appointment of
auditors. However, pursuant to the MONEY FUND'S By-Laws, the holders of
at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for purposes of
removing a Director from office and for any other purpose. MONEY FUND
shareholders may remove a Director by the affirmative vote of a majority
of the MONEY FUND'S outstanding voting shares. In addition, the Board of
Directors will call a meeting of shareholders for the purpose of electing
Directors if, at any time, less than a majority of the Directors then
holding office have been elected by shareholders.
GOVERNMENT MONEY FUND. The GOVERNMENT MONEY FUND was organized
as an unincorporated business trust under the laws of the Commonwealth
of Massachusetts pursuant to an Agreement and Declaration of Trust (the
"Trust Agreement") dated September 12, 1990, and commenced operations
on April 24, 1992. The GOVERNMENT MONEY FUND is authorized to issue an
unlimited number of shares of Beneficial Interest, par value $.001 per
share. Each share has one vote.
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the
GOVERNMENT MONEY FUND. However, the Trust Agreement disclaims
shareholder liability for acts or obligations of the GOVERNMENT MONEY
FUND and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Fund
or a Trustee. The Trust Agreement provides for indemnification from the
GOVERNMENT MONEY FUND'S property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus,
the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the
GOVERNMENT MONEY FUND itself would be unable to meet its obligations, a
possibility which management believes is remote. Upon payment of any
liability incurred by the GOVERNMENT MONEY FUND, the shareholder paying
such liability will be entitled to reimbursement from the general assets
of the Fund. The Trustees intend to conduct the operations of the
GOVERNMENT MONEY FUND in such a way as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of the Fund. As
discussed under "Management of the Funds" in the Statement of Additional
Information, the GOVERNMENT MONEY FUND ordinarily will not hold
shareholder meetings; however, shareholders under certain circumstances
may have the right to call a meeting of shareholders for the purpose of
voting to remove Trustees.
BOTH FUNDS. Although each Fund is offering only its own shares, it is
possible that one Fund might become liable for any misstatement in this
Prospectus about the other Fund. The respective Boards of each Fund have
considered this factor in approving the use of this single combined
Prospectus.
The Transfer Agent maintains a record of your ownership and will send
confirmations and statements of account.
Shareholder inquiries may be made by writing to your Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll
free 1-800-645-6561. In New York City, call 1-718-895-1206; on Long
Island, call 794-5452.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN EACH FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF SUCH FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY A 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
COMBINED PROSPECTUS FOR
DREYFUS BASIC MONEY
MARKET FUND, INC.
DREYFUS BASIC U.S. GOVERNMENT
MONEY MARKET FUND
(DREYFUS LION LOGO)
Copyright logo Dreyfus Service Corporation, 1994
Distributor
123/124p11052094
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
FOR
DREYFUS BASIC MONEY MARKET FUND, INC.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
MAY 20, 1994
This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with the
current combined Prospectus of Dreyfus BASIC Money Market Fund,
Inc. (the "Money Fund") and Dreyfus BASIC U.S. Government Money
Market Fund (the "Government Money Fund")(collectively, the
"Funds"), dated May 20, 1994, as it may be revised from time to
time. To obtain a copy of the Funds' Prospectus, please write to
the Funds at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5452
The Dreyfus Corporation (the "Manager") serves as each
Fund's investment adviser.
Dreyfus Service Corporation (the "Distributor"), a
wholly-owned subsidiary of the Manager, is the distributor of
each Fund's shares.
Each Fund is a separate entity with a separate portfolio.
The operations and investment results of one Fund are unrelated
to those of the other Fund. This combined Statement of
Additional Information has been prepared for an investor's
convenience to provide each investor the opportunity to consider
two investment choices in one document.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . . .B-2
Management of the Funds. . . . . . . . . . . . . . . . . . .B-6
Management Agreements. . . . . . . . . . . . . . . . . . . .B-9
Shareholder Services Plan . . . . . . . . . . . . . . . . .B-10
Purchase of Shares . . . . . . . . . . . . . . . . . . . . .B-11
Redemption of Shares . . . . . . . . . . . . . . . . . . . .B-12
Exchange Privilege . . . . . . . . . . . . . . . . . . . . .B-14
Determination of Net Asset Value . . . . . . . . . . . . . .B-15
Dividends, Distributions and Taxes . . . . . . . . . . . . .B-16
Yield Information. . . . . . . . . . . . . . . . . . . . . .B-16
Portfolio Transactions . . . . . . . . . . . . . . . . . . .B-17
Information About the Funds. . . . . . . . . . . . . . . . .B-17
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . . . . .B-18
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . .B-19
Financial Statements
Money Fund . . . . . . . . . . . . . . . . . . . . . . . . .B-21
Government Money Fund. . . . . . . . . . . . . . . . . . . .B-30
Reports of Independent Auditors. . . . . . . . . . . . . . .B-29, B-37
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Description
of the Funds."
Portfolio Securities. The following applies only with respect to
the Money Fund. Domestic commercial banks organized under Federal law
are supervised and examined by the Comptroller of the Currency and are
required to be members of the Federal Reserve System and to have their
deposits insured by the Federal Deposit Insurance Corporation (the
"FDIC"). Domestic banks organized under state law are supervised and
examined by state banking authorities but are members of the Federal
Reserve System only if they elect to join. In addition, state banks
whose certificates of deposit ("CDs") may be purchased by the Money
Fund are insured by the FDIC (although such insurance may not be of
material benefit to the Fund, depending upon the principal amount of
the CDs of each bank held by the Fund) and are subject to Federal
examination and to a substantial body of Federal law and regulation.
As a result of Federal or state laws and regulations, domestic banks,
among other things, generally are required to maintain specified
levels of reserves, limited in the amounts which they can loan to a
single borrower and subject to other regulations designed to promote
financial soundness. However, not all of such laws and regulations
apply to the foreign branches of domestic banks.
Obligations of foreign branches of domestic banks, foreign
subsidiaries of domestic banks and domestic and foreign branches of
foreign banks, such as CDs and time deposits ("TDs"), may be general
obligations of the parent banks in addition to the issuing branch, or
may be limited by the terms of a specific obligations and governmental
regulation. Such obligations are subject to different risks than are
those of domestic banks. These risks include foreign economic and
political developments, foreign governmental restrictions that may
adversely affect payment of principal and interest on the obligations,
foreign exchange controls and foreign withholding and other taxes on
interest income. These foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory requirements
that apply to domestic banks, such as mandatory reserve requirements,
loan limitations, and accounting, auditing and financial recordkeeping
requirements. In addition, less information may be publicly available
about a foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.
Obligations of United States branches of foreign banks may be
general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by
Federal or state regulation as well as governmental action in the
country in which the foreign bank has its head office. A domestic
branch of a foreign bank with assets in excess of $1 billion may be
subject to reserve requirements imposed by the Federal Reserve System
or by the state in which the branch is located if the branch is
licensed in that state.
In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches")
may be required to: (1) pledge to the regulator, by depositing assets
with a designated bank within the state, a certain percentage of their
assets as fixed from time to time by the appropriate regulatory
authority; and (2) maintain assets within the state in an amount equal
to a specified percentage of the aggregate amount of liabilities of
the foreign bank payable at or through all of its agencies or branches
within the state. The deposits of Federal and State Branches
generally must be insured by the FDIC if such branches take deposits
of less than $100,000.
In view of the foregoing factors associated with the purchase of
CDs and TDs issued by foreign branches of domestic banks, by foreign
branches of foreign banks or by domestic branches of foreign banks,
the Manager carefully evaluates such investments on a case-by-case
basis.
Floating and variable rate demand notes and bonds are obligations
ordinarily having stated maturities in excess of 13 months, but which
permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not
more than 30 days' notice. The issuer of such obligations ordinarily
has a corresponding right, after a given period, to prepay in its
discretion the outstanding principal amount of the obligation plus
accrued interest upon a specified number of days' notice to the
holders thereof. The interest rate on a floating rate demand
obligation is based on a known lending rate, such as a bank's prime
rate, and is adjusted automatically each time such rate is adjusted.
The interest rate on a variable rate demand obligation is adjusted
automatically at specified intervals.
Lending Portfolio Securities. To a limited extent, the Money
Fund may lend its portfolio securities to brokers, dealers and other
institutional investors, provided it receives cash collateral which at
all times is maintained in an amount equal to at least 100% of the
current market value of the securities loaned. By lending its
portfolio securities, the Money Fund can increase its income through
the investment of the cash collateral. For the purposes of this
policy, the Money Fund considers collateral consisting of U.S.
Government securities or irrevocable letters of credit issued by banks
whose securities meet the standards for investment by the Fund to be
the equivalent of cash. Such loans may not exceed 33-1/3 the value of
the Money Fund's total assets. From time to time, the Money Fund may
return to the borrower and/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 by the Money Fund: (1) the Fund 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 Fund must be able to terminate the
loan at any time; (4) the Fund 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 Fund
may pay only reasonable custodian fees in connection with the loan.
These conditions may be subject to future modification.
Investment Restrictions - Money Fund. The Money Fund has adopted
investment restrictions numbered 1 through 7 below as fundamental
policies. These restrictions cannot be changed without approval by
the holders of a majority (as defined in the Investment Company Act of
1940, as amended (the "Act")) of the Money Fund's outstanding voting
shares. Investment restrictions numbered 8 through 14 are not
fundamental policies and may be changed by vote of a majority of the
Directors at any time. The Money Fund may not:
1. Borrow money, except to the extent the Fund maintains
continuous asset coverage (that is, total borrowings, less liabilities
exclusive of borrowings) of 300% of the amount borrowed.
2. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas
interests, except that the Fund may purchase or sell futures
contracts, including those relating to indexes, and options on futures
contracts and indexes.
3. Act as underwriter of securities of other issuers, except to
the extent the Fund may be deemed an underwriter under the Securities
Act of 1933, as amended, by virtue of disposing of portfolio
securities.
4. Make loans to others, except through the purchase of debt
obligations or the entry into repurchase agreements. However, the
Fund may lend its portfolio securities in an amount not to exceed 33-
1/3% of the value of its total assets. Any loans of portfolio
securities will be made according to guidelines established by the
Securities and Exchange Commission and the Fund's Board of Directors.
5. Invest more than 5% of its assets in the obligations of any
single issuer, except that up to 25% of the value of the Fund's total
assets may be invested without regard to any such limitation.
6. Invest less than 25% of its total assets in securities issued
by banks or invest more than 25% of its assets in the securities of
issuers in any other industry, provided that there shall be no
limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. Notwithstanding
the foregoing, for temporary defensive purposes the Fund may invest
less than 25% of its assets in bank obligations.
7. Issue any senior security (as such term is defined in Section
18(f) of the Act), except to the extent that the activities permitted
in Investment Restriction Nos. 1, 2 and 10 may be deemed to give rise
to a senior security.
8. Purchase common stocks, preferred stocks, warrants or other
equity securities, or purchase corporate bonds or debentures, state
bonds, municipal bonds or industrial revenue bonds (except through the
purchase of debt obligations referred to above and in the Prospectus).
9. Invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation or
acquisition of assets.
10. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except to the extent necessary to secure permitted borrowings
and to the extent related to the deposit of assets in escrow in
connection with portfolio transactions, such as in connection with
writing covered options and the purchase of securities on a when-
issued or forward commitment basis and collateral and initial or
variation margin arrangements with respect to options, future
contracts, including those relating to indexes, and options on futures
contracts or indexes.
11. Sell securities short or purchase securities on margin.
12. Write or purchase put or call options or combinations
thereof.
13. 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 its net
assets would be so invested.
14. Invest in companies for the purpose of exercising control.
Investment Restrictions - Government Money Fund. The Government
Money Fund has adopted investment restrictions numbered 1 through 6
below as fundamental policies. These restrictions cannot be changed
without approval by the holders of a majority (as defined in the Act)
of the Government Money Fund's outstanding voting shares. Investment
restrictions numbered 7 through 12 are not fundamental policies and
may be changed by vote of a majority of the Trustees at any time. The
Government Money Fund may not:
1. Borrow money, except for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's
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 Fund's total assets, the Fund will not make any
additional investments.
2. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas
interests, except that the Fund may purchase or sell futures
contracts, including those relating to indexes, and options on futures
contracts or indexes.
3. Act as underwriter of securities of other issuers.
4. Make loans to others, except through the purchase of debt
obligations or the entry into repurchase agreements.
5. Invest more than 25% of its assets in the securities of
issuers in any single industry, provided that there shall be no
limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.
6. Issue any senior security (as such term is defined in Section
18(f) of the Act), except to the extent the activities permitted in
Investment Restriction Nos. 1, 2 and 9 may be deemed to give rise to a
senior security.
7. Purchase common stocks, preferred stocks, warrants or other
equity securities, or purchase corporate bonds or debentures, state
bonds, municipal bonds or industrial revenue bonds.
8. Invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation or acquisition
of assets.
9. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except to the extent necessary to secure permitted borrowings.
10. Sell securities short or purchase securities on margin.
11. Write or purchase put or call options or combinations
thereof.
12. 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 its net assets would
be so invested.
With respect to each Fund, 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.
Each Fund may make commitments more restrictive than the
respective restrictions listed above so as to permit the sale of such
Fund's shares in certain states. Should a Fund determine that a
commitment is no longer in the best interests of the Fund and its
shareholders, such Fund reserves the right to revoke the commitment by
terminating the sale of its shares in the state involved.
MANAGEMENT OF THE FUNDS
Directors and officers of the Money Fund and Trustees and
officers of the Government Money Fund, together with information as to
their principal business occupations during at least the last five
years, are shown below. Each Director/Trustee who is deemed to be an
"interested person" of the Funds, as defined in the Act, is indicated
by an asterisk.
Directors/Trustees of the Fund. Each person listed below serves as a
Director of the Money Fund and as a Trustee of the Government Money
Fund.
*DAVID W. BURKE, Director/Trustee. Vice President and Chief
Administrative Officer of the Manager since October 1990 and a
director or trustee of other investment companies advised or
administered by the Manager. During the period 1977 to 1990, Mr.
Burke was involved in the management of national television news,
as Vice-President and Executive Vice President of ABC News, and
subsequently as President of CBS News. His address is 200 Park
Avenue, New York, New York 10166.
DIANE DUNST, Director/Trustee. Since January 1992, President of Diane
Dunst Promotion, Inc., a full service promotion agency. From
January 1989 to January 1992, Director of Promotion Services,
Lear's Magazine. From 1985 to January 1989, she was Sales
Promotion Manager of ELLE Magazine. Her address is 1070 Park
Avenue, New York, New York 10128.
*DAVID P. FELDMAN, Director/Trustee. Chairman and Chief Executive
Officer of AT&T Investment Management Corporation. He also is a
trustee of Corporate Property Investors, a real estate investment
company. His address is One Oak Way, Berkeley Heights, New
Jersey 07922.
JAY I. MELTZER, Director/Trustee. Physician engaged in private
practice specializing in internal medicine. He is also a member
of the Advisory Board of the Section of Society and Medicine,
College of Physicians and Surgeons, Columbia University and a
Clinical Professor of Medicine, Department of Medicine, Columbia
University College of Physicians and Surgeons. His address is
903 Park Avenue, New York, New York 10021.
DANIEL ROSE, Director/Trustee. President and Chief Executive Officer
of Rose Associates, Inc., a New York based real estate
development and management firm. He is also Chairman of the
Housing Committee of The Real Estate Board of New York, Inc., and
a Trustee of Corporate Property Investors, a real estate
investment company. His address is c/o Rose Associates, Inc.,
380 Madison Avenue, New York, New York 10017.
WARREN B. RUDMAN, Director/Trustee. Since January 1993, Partner in
the law firm Paul, Weiss, Rifkind, Wharton & Garrison, and Vice
Chairman of the Federal Reserve Bank of Boston and as a director
of Chubb Corporation and Raytheon Company. He currently serves
as Deputy Chairman of President's Foreign Intelligence Advisory
Board. From January 1981 to January 1993, Mr. Rudman served as a
United States Senator from the State of New Hampshire. Since
1988, Mr. Rudman has served as a trustee of Boston College and
since 1986 as a member of the Senior Advisory Board of the
Institute of Politics of the Kennedy School of Government at
Harvard University. His address is c/o Paul, Weiss, Rifkind,
Wharton & Garrison, 1615 L Street, N.W., Washington, D.C. 20036.
*HOWARD STEIN, Director/Trustee. Chairman of the Board and Chief
Executive Officer of the Manager, Chairman of the Board of the
Distributor, and an officer, director, trustee or general partner
of other investment companies advised and administered by the
Manager. His address is 200 Park Avenue, New York, New York
10166.
SANDER VANOCUR, Director/Trustee. Since January 1992, President of
Old Owl Communications, a full-service communications firm, and
since November 1989, a Director of the Damon Runyon-Walter
Winchell Cancer Research Fund. From June 1986 to December 1991,
he was a Senior Correspondent of ABC News and, from October 1986
to December 1991, he was Anchor of the ABC News program "Business
World," a weekly business program on the ABC television network.
His address is 2928 P Street, N.W., Washington, D.C. 20007.
The "non-interested" Board members and Mr. Feldman also are
directors of Dreyfus Strategic Governments Income, Inc. and trustees
of Dreyfus California Intermediate Municipal Bond Fund, Dreyfus
Connecticut Intermediate Municipal Bond Fund, Dreyfus Massachusetts
Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate
Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond
Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing.
Messrs. Feldman, Rose and Vanocur are also directors of Premier Global
Investing and Dreyfus New Jersey Municipal Bond Fund, Inc., managing
general partners of Dreyfus Strategic Growth, L.P. and Dreyfus Global
Growth, L.P., and trustees of Dreyfus Florida Intermediate Municipal
Bond Fund, Dreyfus Florida Municipal Money Market Fund, Dreyfus
Investors GNMA Fund, Dreyfus New York Insured Tax Exempt Bond Fund,
Dreyfus 100% U.S. Treasury Intermediate Term Fund, Dreyfus 100% U.S.
Treasury Long Term Fund, Dreyfus 100% U.S. Treasury Money Market Fund
and Dreyfus 100% U.S. Treasury Short Term Fund. Mr. Feldman is also a
director of Dreyfus Edison Electric Index Fund, Inc., Dreyfus Stock
Index Fund, Dreyfus-Wilshire Target Funds, Inc., Peoples Index Fund,
Inc. and Peoples S&P MidCap Index Fund, Inc. Mr. Rudman is also a
trustee of Dreyfus Cash Management, Dreyfus Government Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus New York
Municipal Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus
Treasury Cash Management and Dreyfus Treasury Prime Cash Management
and a director of Dreyfus Cash Management Plus, Inc.
For so long as each Fund's plan described in the section
capitioned "Shareholder Services Plan" remains in effect, the
Directors/Trustees of each Fund who are not "interested persons" of
such Fund, as defined in the Act, will be selected and nominated by
the Directors/Trustees who are not "interested persons" of such Fund.
Neither Fund pays any remuneration to its respective officers and
Board members other than fees and expenses to those Board members who
are not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Manager. For the fiscal year
ended February 28, 1994, such amounts totalled $13,541 for all such
Directors of the Money Fund, as a group, and $14,166 for all such
Trustees of the Government Money Fund, as a group.
Ordinarily there will be no meetings of shareholders for the
purpose of electing Directors/Trustees unless and until such time as
less than a majority of the relevant 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 Trustee
through a declaration in writing or by vote cast in person or by proxy
at a meeting called for that purpose. Under the Government Money
Fund's Agreement and Declaration of Trust and under the Money Fund's
By-Laws, the 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 such Fund's outstanding
shares.
Officers of the Funds. Each of the persons listed below serves in the
stated capacity for each Fund, except Messrs. Casti and Durante, who
only serve the Money Fund and Government Money Fund, respectively, as
Controller.
JOSEPH S. DiMARTINO, President and Investment Officer. President,
Chief Operating Officer and a director of the Manager, Executive
Vice President and a director of the Distributor, and an officer,
director or trustee of other investment companies advised and
administered by the Manager. He is also a director of Noel
Group, Inc., a director and Corporate Member of The Muscular
Dystrophy Association and a Trustee of Bucknell University.
PATRICIA A. CUDDY, Senior Vice President and Investment Officer. An
employee of the Manager and an officer of other investment
companies advised and administered by the Manager.
MARK N. JACOBS, Vice President. Secretary and Deputy General Counsel
of the Manager and an officer of other investment companies
advised or administered by the Manager.
JEFFREY N. NACHMAN, Vice President and Treasurer. Vice President-
Mutual Fund Accounting of the Manager and an officer of other
investment companies advised or administered by the Manager.
DANIEL C. MACLEAN, Secretary. Vice President and General Counsel of
the Manager, Secretary of the Distributor, and an officer of
other investment companies advised or administered by the
Manager.
STEVEN F. NEWMAN, Assistant Secretary. Associate General Counsel of
the Manager and an officer of other investment companies advised
or administered by the Manager.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of the
Manager and other investment companies advised or administered by
the Manager.
PAUL R. CASTI, JR., Controller - Money Fund. Senior Accounting
Manager in the Fund Accounting Department of the Manager and an
officer of other investment companies advised or administered by
the Manager.
THOMAS J. DURANTE, Controller - Government Money Fund. Senior
Accounting Manager in the Fund Accounting Department of the
Manager and an officer of other investment companies advised or
administered by the Manager.
The address of each officer is 200 Park Avenue, New York, New
York 10166.
None of the Board members or officers of the Funds, as a group,
owned any of either Fund's voting shares outstanding as of April 22,
1994.
The following persons are also officers and/or directors of the
Manager: Julian M. Smerling, Vice Chairman of the Board of Directors;
Alan M. Eisner, Vice President and Chief Financial Officer; Robert F.
Dubuss, Vice President; Elie M. Genadry, Vice President--Institutional
Sales; Peter A. Santoriello, Vice President; Robert H. Schmidt, Vice
President; Philip L. Toia, Vice President--Fixed-Income Research; Kirk
V. Stumpp, Vice President--New Product Development; John J. Pyburn and
Katherine C. Wickham, Assistant Vice Presidents; Maurice Bendrihem,
Controller; and Mandell L. Berman, Alvin E. Friedman, Lawrence M.
Greene, Abigail Q. McCarthy and David B. Truman, directors.
MANAGEMENT AGREEMENTS
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Management of
the Funds."
The Manager provides management services pursuant to separate
Management Agreements (respectively, the "Agreement") with each Fund,
each of which is dated April 20, 1992. As to each Fund, the Agreement
is subject to annual approval by (i) such Fund's Board or (ii) vote of
a majority (as defined in the Act) of such Fund's outstanding voting
securities, provided that in either event the continuance also is
approved by a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund or the Manager, by vote
cast in person at a meeting called for the purpose of voting on such
approval. Each Fund's Agreement was last approved by such Fund's
Board, including a majority of the Board members who are not
"interested persons" of any party to the Agreement, at a meeting held
on February 9, 1994. As to each Fund, the Agreement is terminable
without penalty, on 60 days' notice, by such Fund's Board or by vote
of the holders of a majority of such Fund's shares, or, on not less
than 90 days' notice, by the Manager. Each Agreement will terminate
automatically, as to the relevant Fund, in the event of its assignment
(as defined in the Act).
The Manager manages each Fund's portfolio of investments in
accordance with the stated policies of such Fund, subject to the
approval of the Fund's Board. The Manager is responsible for
investment decisions, and provides each Fund with Investment Officers
who are authorized by its Board to execute purchases and sales of
securities. The Investment Officers of each Fund are Patricia A.
Cuddy and Joseph S. DiMartino. The Manager also maintains a research
department with a professional staff of portfolio managers and
securities analysts who provide research services for each Fund as
well as for other funds advised by the Manager. All purchases and
sales are reported for the respective Board's review at the meeting
subsequent to such transactions.
All expenses incurred in the operation of a Fund are borne by
such Fund, except to the extent specifically assumed by the Manager.
The expenses borne by each Fund include: organizational costs, 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 custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of maintaining its
existence, costs of independent pricing services, costs attributable
to investor services (including, without limitation, telephone and
personnel expenses), costs of shareholders' reports and meetings,
costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to
existing shareholders, and any extraordinary expenses.
The Manager pays the salaries of all officers and employees
employed by both it and a Fund, maintains office facilities, and
furnishes statistical and research data, clerical help, accounting,
data processing, bookkeeping and internal auditing and certain other
required services. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to
time deems appropriate.
As compensation for the Manager's services, each Fund has agreed
to pay the Manager a monthly management fee at the annual rate of .50
of 1% of the value of such Fund's average daily net assets. All fees
and expenses are accrued daily and deducted before the declaration of
dividends to shareholders. As to each Fund, for the period April 24,
1992 (commencement of operations) through February 28, 1993 and for
the fiscal year ended February 28, 1994, no management fee was paid by
either Fund pursuant to respective undertakings by the Manager.
The Manager has agreed that if in any fiscal year a Fund's
aggregate expenses, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the
management fee, exceed the expense limitation of any state having
jurisdiction over the Fund, such Fund may deduct from the payment to
be made to the Manager under its Agreement, or the Manager will bear,
such excess expense to the extent required by state law. Such
deduction or payment, if any, will be estimated daily, and reconciled
and effected or paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not subject
to reduction as the value of the Funds' respective net assets
increases.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Funds' Prospectus entitled
"Shareholder Services Plan."
Each Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the Fund reimburses the Distributor 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 Directors/Trustees for their review. In addition, the Plan
provides that material amendments of the Plan must be approved by the
Board of Directors/Trustees who are not "interested persons" (as
defined in the Act) of the Fund and have no directors or indirect
financial interest in the operation of the Plan by vote cast in person
at a meeting called for the purpose of considering such amendments.
The Plan is subject to annual approval by such vote of the
Directors/Trustees cast in person at a meeting called for the purpose
of voting on the Plan. The Plan is terminable at any time by vote of
a majority of the Directors/Trustees who are not "interested persons"
and have no direct or indirect financial interest in the operation of
the Plan.
For the period August 11, 1993 (effective date of each Fund's
Shareholder Services Plan) through February 28, 1994, $765,742 was
chargeable to the Money Fund and $106,223 was chargeable to the
Government Money Fund under each Fund's Shareholder Services Plan.
PURCHASE OF SHARES
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "How to Buy
Shares."
The Distributor. The Distributor serves as each Fund's
distributor pursuant to an agreement which is renewable annually. The
Distributor also acts as distributor for the other funds in the
Dreyfus Family of Funds and for certain other investment companies.
Using Federal Funds. The Shareholder Services Group, Inc., each
Fund's transfer and dividend disbursing agent (the "Transfer Agent"),
or the investor's 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 a Fund's 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 a Fund's shares placed
by an investor with 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.
Transactions Through Securities Dealers. Each Fund's shares may
be purchased and redeemed through securities dealers which may charge
a nominal transaction fee for such services. Some dealers will place
the respective Fund's shares in an account with their firm. Dealers
also may require that the customer not take physical delivery of stock
certificates; the customer not request redemption checks to be issued
in the customer's name; fractional shares not be purchased; monthly
income distributions be taken in cash; or other conditions.
No sales charge is imposed by either the Fund or the Distributor,
although investment dealers, banks and other 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 respective Fund. Each
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 either Fund directly from such Fund without
imposition of any maintenance or service charges, other than those
already described herein. In some states, banks or other institutions
effecting transactions in Fund's shares may be required to register as
dealers pursuant to state law.
Reopening an Account. An investor may reopen an account with a
minimum investment of $10,000 without filing a new Account Application
during the calendar year the account is closed or during the following
calendar year, provided the information on the old Account Application
is still applicable.
REDEMPTION OF SHARES
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "How to Redeem
Shares."
Check Redemption Privilege. An investor may indicate on the
Account Application or by later written request that the investor's
Fund provide Redemption Checks ("Checks") drawn on such Fund's
account. Checks will be sent only to the registered owner(s) of the
account and only to the address of record. The Account Application or
later written request must be manually signed by the registered
owner(s). Checks may be made payable to the order of any person in an
amount of $1,000 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 and the $2.00
charge. Dividends are earned until the Check clears. After
clearance, a copy of the Check will be returned to the investor.
Investors generally will be subject to the same rules and regulations
that apply to checking accounts, although election of this Privilege
creates only a shareholder-transfer agent relationship with the
Transfer Agent.
If the amount of the Check, plus any applicable charges, is
greater than the value of the shares in an 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.
An investor will be charged a $5.00 fee for each wire redemption from
either Fund, which will be deducted from the investor's account and
paid to the Transfer Agent. Ordinarily, each Fund will initiate
payment for shares redeemed pursuant to this Privilege on the next
business day after receipt by the Transfer Agent of a redemption
request in proper form. Redemption proceeds will be transferred by
Federal Reserve wire only to the commercial bank account specified by
the investor on the Account Application or Shareholder Services Form.
Redemption proceeds, if wired, must be in the amount of $5,000 or more
and will be wired to the investor's account at the bank of record
designated in the investor's file at the Transfer Agent, if the
investor's bank is a member of the Federal Reserve System, or to a
correspondent bank if the investor's bank is not a member. Fees
ordinarily are imposed by such bank and usually are borne by the
investor. Immediate notification by the correspondent bank to the
investor's bank is necessary to avoid a delay in crediting the funds
to the investor's bank account.
Investors with access to telegraphic equipment may wire
redemption requests to the Transfer Agent by employing the following
transmittal code which may be used for domestic or overseas
transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
- ---------------- -----------------
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment
may have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free. Investors should advise the operator that
the above transmittal code must be used and should also inform the
operator of the Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive
wire 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 certificates representing
Fund shares to be redeemed must be submitted with the redemption
request. Written redemption requests must be signed by each investor,
including each owner of a joint account, and each signature must be
guaranteed. Signatures on endorsed certificates submitted for
redemption also must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees in
proper form generally will be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations,
as well as from participants in the New York Stock Exchange Medallion
Signature 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. For more information with
respect to signature-guarantees, please call one of the telephone
numbers listed on the cover.
Redemption Commitment. Each 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 such Fund's net assets at the beginning of such period. Such
commitment is irrevocable without the prior approval of the Securities
and Exchange Commission. In the case of requests for redemption in
excess of such amount, each Fund's Board reserves the right to make
payments in whole or in part in securities or other assets in case of
an emergency or any time a cash distribution would impair the
liquidity of such Fund to the detriment of its existing shareholders.
In such event, the securities would be valued in the same manner as
such Fund's portfolio is valued. If the recipient sold such
securities, brokerage charges would be incurred.
Suspension of Redemptions. The right of redemption with respect
to a Fund may be suspended or the date of payment postponed (a) during
any period when the New York Stock Exchange is closed (other than
customary weekend and holiday closings), (b) when trading in the
market such Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange
Commission so that disposal of such 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 such Fund's shareholders.
EXCHANGE PRIVILEGE
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Exchange
Privilege."
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 use this Privilege, an investor must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone. Telephone exchanges may be made only if the appropriate
"YES" box has been checked on the Account Application, or a separate
signed Shareholder Services Form is on file with the Transfer Agent.
By using this Privilege, the investor authorizes the Transfer Agent to
act on telephonic, telegraphic or written exchange 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 exchange. Investors
will be charged a $5.00 fee for each exchange made out of either Fund,
which will be deducted from the investor's account and paid to the
Transfer Agent.
To establish a Personal Retirement Plan by exchange, shares of
the fund being exchanged must have a value of at least the minimum
initial investment required for the fund into which the exchange is
being made. For Dreyfus-sponsored Keogh Plans, IRAs and IRAs set up
under a Simplified Employee Pension Plan ("SEP-IRAs") with only one
participant, the minimum initial investment is $750. To exchange
shares held in Corporate Plans, 403(b)(7) Plans and SEP-IRAs with more
than one participant, the minimum initial investment is $100 if the
plan has at least $2,500 invested among the funds in the Dreyfus
Family of Funds. To exchange shares held in Personal Retirement
Plans, the shares exchanged must have a current value of at least
$100.
This Privilege is 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 from the Distributor, 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144. Each Fund reserves the right to
reject any exchange request in whole or in part. The Exchange
Privilege may be modified or terminated at any time upon notice to
shareholders.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "How to Buy
Shares."
Amortized Cost Pricing. The valuation of each Fund's portfolio
securities is based upon their amortized cost which does not take into
account unrealized capital gains or losses. This involves valuing an
instrument at its cost and thereafter assuming a constant amortization
to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result in
periods during which value, as determined by amortized cost, is higher
or lower than the price the respective Fund would receive if it sold
the instrument.
Each Fund's Board has established, as a particular responsibility
within the overall duty of care owed to its Fund's investors,
procedures reasonably designed to stabilize such Fund's price per
share as computed for purposes of sales and redemptions at $1.00.
Such procedures include review of the relevant Fund's portfolio
holdings at such intervals as deemed appropriate, to determine whether
such 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 relevant Board.
The extent of any deviation between a Fund's net asset value
based upon available market quotations or market equivalents and $1.00
per share based on amortized cost will be examined by its Board. If
such deviation exceeds 1/2 of 1%, the Board will consider what
actions, 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 appropri-
ate, 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 or market
equivalents.
New York Stock Exchange Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Dividends,
Distributions and Taxes."
Ordinarily, gains and losses from portfolio transactions will be
treated as capital gain or loss. However, all or a portion of any gain
realized from the sale or other disposition of certain market discount
bonds will be treated as ordinary income under Section 1276 of the
Internal Revenue Code of 1986, as amended.
Any fee imposed by the Fund and paid by an investor in connection
with an exchange or redemption of Fund shares may result in a capital
loss to such investor. In general, such loss will be treated as a
short-term capital loss if the shares were held for one year or less,
or a long-term capital loss if the shares were held for more than one
year.
YIELD INFORMATION
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Yield
Information."
For the seven-day period ended February 28, 1994, the yield of
the Money Fund was 3.38% and its effective yield was 3.43%. For the
same seven-day period, the yield of the Government Money Fund was
3.22% and its effective yield was 3.27%. Each Fund's yield and
effective yield reflects the then current absorption of certain
expenses of such Fund by the Manager and/or a waiver of its management
fee, without which the yield and effective yield for the seven-day
period ended February 28, 1994, would have been, for the Money Fund,
3.08% and 3.13%, respectively, and, for the Government Money Fund,
2.90% and 2.94%, respectively. 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 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 a Fund is
not guaranteed. See "Determination of Net Asset Value" for a
discussion of the manner in which each Fund's respective price per
share is determined.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the
issuer or an underwriter or a market maker for the securities.
Ordinarily, no brokerage commissions are paid by a 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 securities may include the
spread between the bid and asked price. Neither Fund has paid
brokerage commissions to date.
Transactions are allocated to various dealers by the respective
Fund's Investment Officers 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 a 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 such 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.
INFORMATION ABOUT THE FUNDS
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "General
Information."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-
assessable. Fund shares are of one class and have equal rights as to
dividends and in liquidation. Shares have no preemptive, subscription
or conversion rights and are freely transferable.
Each Fund sends annual and semi-annual financial statements to
all its respective shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New York
10286, is each Fund's custodian. The Shareholder Services Group,
Inc., a subsidiary of First Data Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the transfer and dividend
disbursing agent for each Fund. Neither The Bank of New York nor The
Shareholder Services Group, Inc. has any part in determining the
investment policies of either Fund or which securities are to be
purchased or sold by a Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for each Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid
issuance of the shares of being sold pursuant to the Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of each Fund.
APPENDIX
This Appendix is applicable only to eligible investments of the Money
Fund.
Description of the highest commercial paper, bond and other short- and
long-term rating categories assigned by Standard & Poor's Corporation
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch Investors
Service, Inc. ("Fitch"), Duff & Phelps, Inc. ("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. Those
issues determined to possess overwhelming safety characteristics are denoted
with a plus sign (+) designation.
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity.
The rating Fitch-1 (Highest Grade) is the highest commercial paper
rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment.
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by ample
asset protection. Risk factors are minor.
The 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.
The rating TBW-1 is the highest short-term obligation rating assigned
by BankWatch. Obligations rated TBW-1 are regarded as having the strongest
capacity for timely repayment.
Bond and Long-Term Ratings
Bonds rated AAA by S&P are considered by S&P to be the highest grade
obligations and possess an extremely strong capacity to pay principal and
interest.
Bonds rated Aaa by Moody's are judged by Moody's to be of the best
quality. Bonds rated Aa by Moody's are judged by Moody's to be of high
quality by all standards and, together with the Aaa group, they comprise
what are generally known as high-grade bonds.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high-grade,
broadly marketable, suitable for investment by trustees and fiduciary
institutions and liable to but slight market fluctuation other than through
changes in the money rate. The prime feature of an AAA bond is a showing of
earnings several times or many times interest requirements, with such
stability of applicable earnings that safety is beyond reasonable question
whatever changes occur in conditions.
Bonds rated AAA by Duff are considered by Duff to be of the highest
credit quality. The risk factors are negligible, being only slightly more
than U.S. Treasury debt.
Obligations rated AAA by IBCA have the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is
substantial, such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk significantly.
IBCA also assigns a rating to certain international and U.S. banks. An
IBCA bank rating represents IBCA's current assessment of the strength of the
bank and whether such bank would receive support should it experience
difficulties. In its assessment of a bank, IBCA uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, IBCA
assigns banks Long- and Short-Term Ratings as used in the corporate ratings
discussed above. Legal Ratings, which range in gradation from 1 through 5,
address the question of whether the bank would receive support provided by
central banks or shareholders if it experienced difficulties, and such
ratings are considered by IBCA to be a prime factor in its assessment of
credit risk. Individual Ratings, which range in gradations from A through
E, represent IBCA's assessment of a bank's economic merits and address the
question of how the bank would be viewed if it were entirely independent and
could not rely on support from state authorities or its owners.
In addition to its ratings of short-term obligations, BankWatch assigns
a rating to each issuer it rates, in gradations of A through E. BankWatch
examines all segments of the organization, including, where applicable, the
holding company, member banks or associations, and other subsidiaries. In
those instances where financial disclosure is incomplete or untimely, a
qualified rating (QR) is assigned to the institution. BankWatch also
assigns, in the case of foreign banks, a country rating which represents an
assessment of the overall political and economic stability of the country in
which the bank is domiciled.
<TABLE>
<CAPTION>
DREYFUS BASIC MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS FEBRUARY 28, 1994
PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT-20.2% AMOUNT VALUE
-------------- --------------
<S> <C> <C>
Barclays Bank PLC (London)
3.50%, 4/5/94.............................................................. $ 5,000,000 $ 5,000,159
Industrial Bank of Japan Ltd. (Yankee)
3.45%-3.70%, 3/2/94-10/12/94............................................... 15,000,000 14,999,986
Mitsubishi Bank Ltd. (London)
3.56%, 4/29/94............................................................. 5,000,000 4,999,021
Mitsubishi Bank Ltd. (Yankee)
3.50%-3.76%, 9/23/94-12/6/94............................................... 51,000,000 51,000,000
NationsBank of North Carolina NA (London)
3.55%, 10/17/94............................................................ 10,000,000 10,000,000
Norinchukin Bank (London)
3.47%, 3/28/94............................................................. 15,000,000 14,998,449
Norinchukin Bank (Yankee)
3.47%-3.51%, 4/15/94-9/27/94............................................... 20,000,000 19,999,946
Old Kent Bank & Trust
3.50%, 10/6/94............................................................. 10,000,000 10,000,000
Rabobank Nederland NV (Yankee)
3.38%, 3/16/94............................................................. 4,500,000 4,500,220
Societe Generale (Yankee)
3.58%, 10/25/94............................................................ 10,000,000 9,998,701
Sumitomo Bank Ltd. (London)
3.10%-3.39%, 3/1/94-3/31/94................................................ 50,000,000 49,994,554
Sumitomo Bank Ltd. (Yankee)
3.65%, 4/29/94............................................................. 10,000,000 10,000,163
SwedBank (Yankee)
3.54%-3.88%, 3/14/94-1/5/95................................................ 41,000,000 41,000,000
--------------
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
(cost $246,491,199)........................................................ $ 246,491,199
==============
COMMERCIAL PAPER-38.4%
AES Shady Point Inc.
3.48%-3.49%, 3/28/94-4/11/94 (a)........................................... $ 36,427,000 $ 36,323,374
Bankers Trust New York Corp.
3.45%-3.51%, 9/15/94-10/14/94.............................................. 30,000,000 29,388,167
Bear Stearns Companies Inc.
3.49%, 4/5/94.............................................................. 10,000,000 9,966,945
Den Danske Corp. Inc.
3.36%-3.45%, 3/24/94-5/17/94............................................... 25,000,000 24,895,771
General Motors Acceptance Corp.
3.58%-3.64%, 5/17/94-6/13/94............................................... 56,000,000 55,525,933
Generale Bank Inc.
3.28%, 7/29/94............................................................. 10,000,000 9,865,417
ITT Financial Corp.
3.48%-3.50%, 4/4/94-4/5/94................................................. 45,000,000 44,850,639
Indosuez NA Inc.
3.46%, 4/5/94.............................................................. 2,000,000 1,993,292
Internationale Nederlanden (U.S.) Funding Corp.
3.42%, 5/10/94............................................................. 15,000,000 14,902,000
Lehman Brothers Holdings Inc.
3.45%, 10/24/94............................................................ 15,000,000 14,668,200
Merrill Lynch & Co. Inc.
3.28%, 3/14/94............................................................. 20,000,000 19,976,672
DREYFUS BASIC MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 28, 1994
PRINCIPAL
COMMERCIAL PAPER (CONTINUED) AMOUNT VALUE
-------------- --------------
Nordbanken N.A. Inc.
3.51%-3.63%, 3/30/94-5/2/94................................................ $ 58,000,000 $ 57,754,578
ORIX America Inc.
3.36%-3.51%, 4/1/94-5/31/94 (a,e).......................................... 26,900,000 26,714,504
Paine Webber Group Inc.
3.29%,6/13/94-6/24/94...................................................... 45,000,000 44,562,604
Spintab AB
3.21%-3.59%, 3/7/94-6/21/94................................................ 45,362,000 45,119,846
SwedBank Inc.
3.44%-3.50%, 5/24/94-8/3/94................................................ 30,000,000 29,625,611
Transamerica Finance Corp.
3.39%, 4/20/94............................................................. 650,000 646,976
--------------
TOTAL COMMERCIAL PAPER (cost $466,780,529)..................................... $ 466,780,529
==============
CORPORATE NOTES-18.9%
Abbey National Treasury Services PLC
3.40%, 6/30/94 (b,c)....................................................... $ 10,000,000 $ 10,000,000
Bear Stearns Companies Inc.
3.52%, 8/8/94 (b).......................................................... 40,000,000 40,000,000
FCC National Bank (Delaware)
3.52%, 2/22/95 (b)......................................................... 40,000,000 39,977,127
Ford Motor Credit Co.
3.77%, 12/12/94-12/23/94................................................... 15,725,000 15,933,827
General Motors Acceptance Corp.
3.73%-3.88%, 4/29/94-7/11/94............................................... 2,000,000 2,008,446
Goldman Sachs Group L.P.
3.48%, 3/1/94 (b,c)........................................................ 12,000,000 12,000,000
Lehman Brothers Holdings Inc.
3.58%, 5/19/94 (b)......................................................... 20,000,000 20,000,000
Merrill Lynch & Co. Inc.
3.43%-3.58%, 4/6/94-1/12/95 (b)............................................ 35,000,000 35,000,000
PHH Corp.
3.51%, 7/15/94-12/19/94 (b)................................................ 40,000,000 39,990,020
Philip Morris Companies Inc.
3.71%, 5/10/94............................................................. 11,650,000 11,774,921
Transamerica Finance Corp.
3.21%, 4/26/94............................................................. 3,000,000 3,029,928
--------------
TOTAL CORPORATE NOTES (cost $229,714,269)...................................... $ 229,714,269
==============
PROMISSORY NOTES-3.9%
Goldman Sachs Group L.P.
3.50%-3.75%, 3/1/94-10/17/94 (d,e)
(cost $47,000,000)......................................................... $ 47,000,000 $ 47,000,000
==============
SHORT-TERM BANK NOTES-6.9%
First National Bank of Chicago
3.51%, 10/26/94 (b)........................................................ $ 15,000,000 $ 15,000,000
NationsBank of North Carolina NA
3.46%, 8/18/94............................................................. 10,000,000 10,001,429
PNC Bank NA
3.37%-3.72%, 7/8/94-12/15/94............................................... 59,000,000 59,025,164
--------------
TOTAL SHORT-TERM BANK NOTES (cost $84,026,593)................................. $ 84,026,593
==============
DREYFUS BASIC MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 28, 1994
PRINCIPAL
U.S. GOVERNMENT AGENCIES-6.3% AMOUNT VALUE
-------------- --------------
Federal Farm Credit Banks
Floating Rate Notes
3.25%, 5/10/95 (b)......................................................... $ 10,000,000 $ 10,000,000
Federal Home Loan Banks
Floating Rate Notes
3.58%, 1/31/97 (b)......................................................... 5,000,000 5,000,000
Federal National Mortgage Association
Discount Notes
3.54%, 10/20/94............................................................ 20,000,000 19,554,711
Federal National Mortgage Association
Floating Rate Notes
3.07%-3.64%, 10/7/94-2/14/97 (b)........................................... 39,000,000 39,012,226
Student Loan Marketing Association
Floating Rate Notes
3.62%-3.72%, 3/20/95-8/7/95 (b)............................................ 3,250,000 3,252,520
--------------
TOTAL U.S. GOVERNMENT AGENCIES (cost $76,819,457).............................. $ 76,819,457
==============
TIME DEPOSIT-.7%
Bayerische Vereinsbank AG
(Grand Cayman)
3.44%, 3/1/94
(cost $8,296,000).......................................................... $ 8,296,000 $ 8,296,000
==============
REPURCHASE AGREEMENT-4.1%
Kidder Peabody & Co., 3.40%
dated 2/28/94, due 3/1/94 in the amount of $50,004,722
(fully collateralized by $51,370,000 U.S. Treasury Bills
due from 5/19/94
to 9/22/94, value $50,574,132)
(cost $50,000,000)......................................................... $ 50,000,000 $ 50,000,000
==============
TOTAL INVESTMENTS (cost $1,209,128,047)................................. 99.4% $1,209,128,047
====== ==============
CASH AND RECEIVABLES (NET).............................................. .6% $ 7,903,503
====== ==============
NET ASSETS.............................................................. 100.0% $1,217,031,550
====== ==============
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Backed by irrevocable letter of credit.
(b) Variable interest rate - subject to periodic change.
(c) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At February 28,
1994, these securities amounted to $22 million, or 1.8% of net assets.
(d) This note was acquired for investment, not with the intent to distribute
or sell.
(e) Securities restricted as to public resale. Investments in restricted
securities with an aggregate market value of $73,714,504, represent
approximately 6.06% of net assets:
<TABLE>
ACQUISITION PURCHASE PERCENTAGE OF
ISSUER DATE PRICE* NET ASSETS VALUATION
- ------ -------------- -------- ------------- --------------
<S> <C> <C> <C> <C>
Goldman Sachs Group L.P. 6/4/93_1/21/94 $100.00 3.86% Amortized Cost
ORIX America Inc. 10/7/93_11/24/93 98.323 2.20 Amortized Cost
* Average cost.
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS BASIC MONEY MARKET FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES FEBRUARY 28, 1994
<S> <C> <C>
ASSETS:
Investments in securities, at value-Note 1(a).............................. $1,209,128,047
Cash....................................................................... 6,493,848
Interest receivable........................................................ 5,914,304
Prepaid expenses........................................................... 102,241
--------------
1,221,638,440
LIABILITIES:
Payable for Common Stock redeemed.......................................... $4,156,458
Accrued expenses........................................................... 450,432 4,606,890
---------- --------------
NET ASSETS..................................................................... $1,217,031,550
==============
REPRESENTED BY:
Paid-in capital............................................................ $1,217,121,735
Accumulated net realized (loss) on investments............................. (90,185)
--------------
NET ASSETS at value applicable to 1,217,121,735 shares outstanding
(3 billion shares of $.001 par value Common Stock authorized).............. $1,217,031,550
==============
NET ASSET VALUE, offering and redemption price per share
($1,217,031,550 / 1,217,121,735 shares).................................... $1.00
=====
</TABLE>
<TABLE>
STATEMENT OF OPERATIONS YEAR ENDED FEBRUARY 28, 1994
<S> <C> <C>
INVESTMENT INCOME:
INTEREST INCOME............................................................ $ 35,978,305
EXPENSES:
Management fee-Note 2(a)............................................... $5,251,503
Shareholder servicing costs-Note 2(b).................................. 1,017,299
Registration fees...................................................... 252,120
Custodian fees......................................................... 101,311
Professional fees...................................................... 52,705
Prospectus and shareholders' reports................................... 38,248
Directors' fees and expenses-Note 2(c)................................. 13,541
Miscellaneous.......................................................... 32,239
----------
6,758,966
Less-expense reimbursement from Manager due
to undertakings-Note 2(a).......................................... 5,752,120
----------
TOTAL EXPENSES................................................. 1,006,846
--------------
INVESTMENT INCOME-NET.......................................................... 34,971,459
NET REALIZED GAIN ON INVESTMENTS-Note 1(b)..................................... 2,011
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 34,973,470
==============
</TABLE>
See notes to financial statements.
<TABLE>
DREYFUS BASIC MONEY MARKET FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED FEBRUARY 28,
--------------------------------------
1993* 1994
-------------- --------------
<S> <C> <C>
OPERATIONS:
Investment income-net...................................................... $ 9,276,780 $ 34,971,459
Net realized gain (loss) on investments.................................... (92,196) 2,011
-------------- --------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................... 9,184,584 34,973,470
-------------- --------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net...................................................... (9,139,594) (35,108,645)
-------------- --------------
CAPITAL STOCK TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold.............................................. 1,143,214,418 1,904,044,188
Dividends reinvested....................................................... 8,580,764 32,950,757
Cost of shares redeemed.................................................... (417,591,062) (1,454,177,330)
-------------- --------------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................. 734,204,120 482,817,615
-------------- --------------
TOTAL INCREASE IN NET ASSETS....................................... 734,249,110 482,682,440
NET ASSETS:
Beginning of year.......................................................... 100,000 734,349,110
-------------- --------------
End of year (including undistributed investment income-net;
$137,186 at February 28, 1993)......................................... $ 734,349,110 $1,217,031,550
============== ==============
____________________________________________
* From April 24, 1992 (commencement of operations) to February 28, 1993.
</TABLE>
See notes to financial statements.
DREYFUS BASIC MONEY MARKET FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Fund's Prospectus dated May 20, 1994.
See notes to financial statements.
DREYFUS BASIC MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company. Dreyfus
Service Corporation ("Distributor") acts as the exclusive distributor of the
Fund's shares, which are sold to the public without a sales charge. The
Distributor is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager").
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio
valuation and dividend and distribution policies to enable it to do so.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost,
which has been determined by the Fund's Board of Directors to represent
the fair value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Interest income is recognized on the accrual basis. Cost of investments
represents amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the 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 custodian and,
pursuant to the terms of the repurchase agreement, must have an
aggregate market value greater than or equal to the repurchase price plus
accrued interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued interest, the
Fund will require the seller to deposit additional collateral by the next
business day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Fund maintains the right
to sell the underlying securities at market value and may claim any
resulting loss against the seller.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid
monthly. Dividends from net realized capital gain are normally declared
and paid annually, but the Fund may make distributions on a more frequent
basis to comply with the distribution requirements of the Internal
Revenue Code. To the extent that net realized capital gain can be offset by
capital loss carryovers, it is the policy of the Fund not to distribute such
gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
The Fund has an unused capital loss carryover of approximately $90,000
available for Federal income tax purposes to be applied against future net
securities profits, if any realized subsequent to February 28, 1994. If not
applied, the carryover expires in fiscal 2002.
At February 28, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .50 of 1%
of the average daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, brokerage,
interest on borrowings and extraordinary expenses,
DREYFUS BASIC MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
exceed the expense limitation of any state having jurisdiction over the
Fund for any full fiscal year. The most stringent state expense limitation
applicable to the Fund presently requires reimbursement of expenses in
any full fiscal year that such expenses (excluding certain expenses as
described above) exceed 2 1/2% of the first $30 million, 2% of the next
$70 million and 1 1/2% of the excess over $100 million of the average
value of the Fund's net assets in accordance with California "blue sky"
regulations. However, the Manager has currently undertaken from March 1,
1993 through March 31, 1994 or until such time as the net assets of the
Fund exceed $1.25 billion, regardless of whether they remain at that level,
to waive receipt of the management fee payable to it by the Fund. In
addition, the Manager may voluntarily assume all or part of the other
expenses of the Fund (excluding applicable shareholder transaction
charges), provided that the resulting expense reimbursement would not be
less than the amount required pursuant to the Agreement. The expense
reimbursement, pursuant to the undertaking, amounted to $5,752,120 for
the year ended February 28, 1994.
In addition, the Manager has undertaken through June 30, 1996, to
reduce the management fee paid by the Fund, to the extent that the Fund's
aggregate expenses (excluding certain expenses as described above)
exceed an annual rate of .45 of 1% of the average daily value of the Fund's
net assets.
(B) Pursuant to the Fund's Shareholder Services Plan, the Fund
reimburses the Distributor an amount not to exceed an annual rate of .25
of 1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. During the
year ended February 28, 1994, the Fund was charged an aggregate of
$765,742 pursuant to the Shareholder Services Plan.
(C) Certain officers and directors of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each director
who is not an "affiliated person" receives an annual fee of $1,500 and an
attendance fee of $250 per meeting.
(D) On December 5, 1993, the Manager entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for the merger of the
Manager with a subsidiary of Mellon Bank Corporation ("Mellon").
Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of the Manager and of Mellon. The merger
is expected to occur in mid-1994, but could occur later.
As a result of regulatory requirements and the terms of the Merger
Agreement, the Manager will seek various approvals from the Fund's board
and shareholders before completion of the merger. Shareholder approval
will be solicited by a proxy statement.
DREYFUS BASIC MONEY MARKET FUND, INC.
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS BASIC MONEY MARKET FUND, INC.
We have audited the accompanying statement of assets and liabilities
of Dreyfus BASIC Money Market Fund, Inc., including the statement of
investments, as of February 28, 1994, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended, and financial highlights
for each of the years indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of February 28, 1994 by
correspondence with the custodian. 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 Dreyfus BASIC Money Market Fund, Inc. at February 28, 1994,
the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the
financial highlights for each of the indicated years, in conformity with
generally accepted accounting principles.
(ERNST & YOUNG Signature Logo)
New York, New York
April 6, 1994
<TABLE>
<CAPTION>
Dreyfus BASIC U.S. Government Money Market Fund
Statement of Investments February 28, 1994
Annualized
Yield on
Date of Principal
U.S. Treasury Notes-1.9% Purchase Amount Value
---------- ----------- ------------
<S> <C> <C> <C>
6.875%, 8/15/94
(cost $5,078,281).................................. 3.34% $ 5,000,000 $ 5,078,281
============
U.S. Government Agencies--92.9%
Federal Farm Credit Banks, Consolidated Systemwide,
Floating Rate Notes
4/29/94............................................ 3.15% (a) $15,000,000 $ 15,000,000
Federal Farm Credit Banks, Discount Notes
5/6/94............................................. 3.32 5,000,000 4,970,117
5/17/94............................................ 3.32 10,000,000 9,930,058
5/18/94............................................ 3.34 10,000,000 9,928,933
5/23/94............................................ 3.35 9,700,000 9,626,301
12/6/94............................................ 3.62 3,000,000 2,918,567
Federal Home Loan Banks, Consolidated Systemwide,
Floating Rate Bonds
9/1/94............................................. 3.10 (a) 2,000,000 1,998,122
10/1/94............................................ 3.28 (a) 7,000,000 6,993,770
1/31/97............................................ 3.58 (a) 20,000,000 20,000,000
Federal Home Loan Banks, Discount Notes
4/21/94............................................ 3.27 10,000,000 9,954,327
5/16/94............................................ 3.24 3,000,000 2,979,923
5/31/94............................................ 3.51 12,000,000 11,894,440
7/8/94............................................. 3.50 7,000,000 6,913,463
8/24/94............................................ 3.65 10,000,000 9,824,978
Federal Home Loan Mortgage Corp., Discount Notes
8/15/94............................................ 3.38 2,745,000 2,703,106
Federal National Mortgage Association, Consolidated Systemwide,
Floating Rate Notes
7/8/94............................................. 3.30 (a) 15,000,000 14,997,349
2/14/97............................................ 3.64 (a) 10,000,000 10,000,000
Federal National Mortgage Association, Discount Notes
3/22/94............................................ 3.20 5,000,000 4,990,842
4/1/94............................................. 3.26 4,000,000 3,988,909
4/7/94............................................. 3.41 5,000,000 4,982,888
5/3/94............................................. 3.21 9,800,000 9,745,806
5/23/94............................................. 3.22 3,970,000 3,941,168
5/25/94............................................. 3.25 5,000,000 4,962,458
5/26/94............................................. 3.25 5,000,000 4,961,897
6/13/94............................................. 3.32 5,000,000 4,952,911
6/30/94............................................. 3.27 5,000,000 4,946,390
8/15/94............................................. 3.42 3,900,000 3,839,393
8/25/94............................................. 3.38 5,000,000 4,919,121
9/19/94............................................. 3.39 6,000,000 5,888,395
10/3/94............................................. 3.33 5,000,000 4,902,200
10/5/94............................................. 3.54 5,000,000 4,895,542
10/13/94............................................. 3.56 3,000,000 2,934,837
10/18/94............................................. 3.40 5,000,000 4,893,804
10/25/94............................................. 3.41 8,000,000 7,824,409
Dreyfus BASIC U.S. Government Money Market Fund
Statement of Investments (continued) February 28, 1994
Annualized
Yield on
Date of Principal
U.S. Government Agencies (continued) Purchase Amount Value
---------- ----------- ------------
Student Loan Marketing Association, Floating Rate Notes
8/22/94............................................ 3.55% (a) $ 1,000,000 $ 1,001,334
12/30/94........................................... 3.63 (a) 2,110,000 2,110,592
3/20/95............................................ 3.59 (a) 2,200,000 2,207,843
8/7/95............................................. 3.63 (a) 2,200,000 2,201,365
3/20/96............................................ 3.64 (a) 1,000,000 1,000,925
------------
TOTAL U.S. GOVERNMENT AGENCIES (cost $246,726,483)..... $246,726,483
============
Repurchase Agreement--4.6%
Kidder, Peabody & Co. Inc.
dated 2/28/94, due 3/1/94 in the amount of $12,171,149
(fully collateralized by $12,155,000 U.S. Treasury
Notes, 6 7/8% due 8/15/94, value $12,362,046)
(cost $12,170,000)................................. 3.40% $12,170,000 $ 12,170,000
============
TOTAL INVESTMENTS (cost $263,974,764).................. 99.4% $263,974,764
====== ============
CASH AND RECEIVABLES (NET)............................. .6% $ 1,716,008
====== ============
NET ASSETS............................................. 100.0% $265,690,772
====== ============
Note to Statement of Investments;
(a) Variable interest rate-subject to periodic change.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Dreyfus BASIC U.S. Government Money Market Fund
Statement of Assets and Liabilities February 28, 1994
ASSETS:
<S> <C> <C>
Investments in securities, at value-Note 1(a,b)............................ $263,974,764
Cash....................................................................... 1,457,782
Interest receivable........................................................ 300,001
Prepaid expenses........................................................... 84,640
------------
265,817,187
LIABILITIES:
Payable for shares of Beneficial Interest redeemed......................... $ 2,527
Accrued expenses........................................................... 123,888 126,415
------------ ------------
NET ASSETS..................................................................... $265,690,772
============
REPRESENTED BY:
Paid-in capital............................................................ $265,694,506
Accumulated net realized (loss) on investments............................. (3,734)
------------
NET ASSETS at value applicable to 265,694,506 shares outstanding (unlimited
number of $.001 par value shares of Beneficial Interest authorized)........ $265,690,772
============
NET ASSET VALUE, offering and redemption price per share
($265,690,772 / 265,694,506 shares)........................................ $1.00
=====
Statement of Operations year ended February 28, 1994
INVESTMENT INCOME:
Interest Income............................................................ $ 6,687,693
Expenses:
Management fee-Note 2(a)............................................... $1,025,561
Shareholder servicing costs-Note 2(b).................................. 120,375
Registration fees...................................................... 95,297
Custodian fees......................................................... 29,595
Auditing fees.......................................................... 23,787
Prospectus and shareholders' reports................................... 21,844
Trustees' fees and expenses-Note 2(c).................................. 14,166
Organization expenses.................................................. 11,011
Legal fees............................................................. 7,642
Miscellaneous.......................................................... 7,890
------------
1,357,168
Less-expense reimbursement from Manager due
to undertakings-Note 2(a).......................................... 1,316,390
------------
Total Expenses................................................. 40,778
------------
INVESTMENT INCOME-NET.......................................................... 6,646,915
NET REALIZED (LOSS) ON INVESTMENTS-Note 1(b)...................................
(3,118)
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 6,643,797
============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Dreyfus BASIC U.S. Government Money Market Fund
Statement of Changes in Net Assets
Year Ended February 28,
-------------------------
OPERATIONS: 1993* 1994
------------ ------------
<S> <C> <C>
Investment income-net...................................................... $ 1,933,379 $ 6,646,915
Net realized (loss) on investments......................................... (616) (3,118)
------------ ------------
Net Increase In Net Assets Resulting From Operations................... 1,932,763 6,643,797
------------ ------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net...................................................... (1,912,372) (6,667,922)
------------ ------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold.............................................. 209,517,777 443,808,311
Dividends reinvested....................................................... 1,798,915 6,396,795
Cost of shares redeemed.................................................... (94,741,190) (301,186,102)
------------ ------------
Increase In Net Assets From Beneficial Interest Transactions........... 116,575,502 149,019,004
------------ ------------
Total Increase In Net Assets....................................... 116,595,893 148,994,879
NET ASSETS:
Beginning of year.......................................................... 100,000 116,695,893
------------ ------------
End of year (including undistributed investment income-net;
$21,007 at February 28, 1993).......................................... $116,695,893 $265,690,772
============ ============
* From April 24, 1992 (commencement of operations) to February 28, 1993.
See notes to financial statements.
</TABLE>
Dreyfus BASIC U.S. Government Money Market Fund
Financial Highlights
Reference is made to page 3 of the Fund's Prospectus dated May 20, 1994.
Dreyfus BASIC U.S. Government Money Market Fund
NOTES TO FINANCIAL STATEMENTS
NOTE 1-Significant Accounting Policies:
The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company. Dreyfus
Service Corporation ("Distributor") acts as the exclusive distributor of the
Fund's shares, which are sold to the public without a sales charge. The
Distributor is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager").
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio
valuation and dividend and distribution policies to enable it to do so.
(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 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 custodian and,
pursuant to the terms of the repurchase agreement, must have an
aggregate market value greater than or equal to the repurchase price plus
accrued interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued interest, the
Fund will require the seller to deposit additional collateral by the next
business day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Fund maintains the right
to sell the underlying securities at market value and may claim any
resulting loss against the seller.
(c) Dividends to shareholders: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid
monthly. Dividends from net realized capital gain, if any, are normally
declared and paid annually, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of the
Internal Revenue Code. To the extent that net realized capital gain can be
offset by capital loss carryovers, it is the policy of the Fund not to
distribute such gain.
(d) Federal income taxes: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
The Fund has an unused capital loss carryover of $2,468 available for
Federal income tax purposes to be applied against future net securities
profits, if any, realized subsequent to February 28, 1994. The carryover
does not include net realized securities losses from November 1, 1993
through February 28, 1994 which are treated, for Federal income tax
purposes, as arising in fiscal 1995. If not applied, $199 of the carryover
expires in fiscal 2001 and $2,269 of the carryover expires in fiscal 2002.
At February 28, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
Dreyfus BASIC U.S. Government Money Market Fund
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2-Management Fee and Other Transactions With Affiliates:
(a) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .50 of 1%
of the average daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, brokerage,
interest on borrowings and extraordinary expenses, exceed the expense
limitation of any state having jurisdiction over the Fund for any full
fiscal year. The most stringent state expense limitation applicable to the
Fund presently requires reimbursement of expenses in any full fiscal year
that such expenses (excluding certain expenses as described above) exceed
2 1/2% of the first $30 million, 2% of the next $70 million and 1 1/2% of
the excess over $100 million of the average value of the Fund's net assets
in accordance with California "blue sky" regulations. However, the
Manager has undertaken from March 1, 1993 through September 30, 1993,
to reimburse all fees and expenses of the Fund (excluding applicable
shareholder transaction charges and certain expenses as described above)
and thereafter had undertaken through February 28, 1994 to reduce the
management fee paid by, and reimburse such excess expenses of the Fund,
to the extent that the Fund's aggregate expenses (excluding certain
expenses as described above) exceeded specified annual percentages of the
Fund's average daily net assets. The expense reimbursement, pursuant to
the undertakings, amounted to $1,316,390 for the year ended February 28,
1994.
In addition, the Manager has undertaken through June 30, 1996 to reduce
the management fee paid by the Fund, to the extent that the Fund's
aggregate expenses (excluding certain expenses as described above)
exceed an annual rate of .45 of 1% of the average daily value of the Fund's
net assets.
The undertaking may be modified by the Manager from time to time,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the
Agreement.
(b) Pursuant to the Fund's Shareholder Services Plan, the Fund
reimburses the Distributor an amount not to exceed an annual rate of .25
of 1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. During the
year ended February 28, 1994, the Fund was charged an aggregate of
$106,223 pursuant to the Shareholder Services Plan.
(c) Certain officers and trustees of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each trustee
who is not an "affiliated person" receives an annual fee of $1,500 and an
attendance fee of $250 per meeting.
(d) On December 5, 1993, the Manager entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for the merger of the
Manager with a subsidiary of Mellon Bank Corporation ("Mellon").
Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of the Manager and of Mellon. The merger
is expected to occur in mid-1994, but could occur later.
As a result of regulatory requirements and the terms of the Merger
Agreement, the Manager will seek various approvals from the Fund's board
and shareholders before completion of the merger. Shareholder approval
will be solicited by a proxy statement.
Dreyfus BASIC U.S. Government Money Market Fund
Report of Ernst & Young, Independent Auditors
Shareholders and Board of Trustees
Dreyfus BASIC U.S. Government Money Market Fund
We have audited the accompanying statement of assets and liabilities
of Dreyfus BASIC U.S. Government Money Market Fund, including the
statement of investments, as of February 28, 1994, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended, and
financial highlights for each of the years indicated therein. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of February 28, 1994 by
correspondence with the custodian. 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 Dreyfus BASIC U.S. Government Money Market Fund at February
28, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the indicated years, in
conformity with generally accepted accounting principles.
(Ernst & Young Signature)
New York, New York
April 5, 1994
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for the period from April
24, 1992 (commencement of operations) to February 28, 1993
and for the fiscal year ended February 28, 1994.
Included in Part B of the Registration Statement:
Statement of Investments--February 28, 1994.
Statement of Assets and Liabilities--February 28, 1994.
Statement of Operations--year ended February 28, 1994.
Statement of Changes in Net Assets--for the period
April 24, 1992 (commencement of operations) to
February 28, 1993 and for the fiscal year ended
February 28, 1994.
Notes to Financial Statements
Report of Ernst & Young, Independent Auditors, dated
April 5, 1994.
Schedules No. I through VII 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) Amended and Restated Agreement and Declaration of Trust.
(2) By-Laws.
(4) Specimen Share certificate - Incorporated by reference to Exhibit
(4) of Pre-Effective Amendment No. 1 to the Fund's Registration
Statement on Form N-1A, filed on May 4, 1992.
(5) Management Agreement is Incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 1 to the Registration Statement
on Form N-1A, filed on September 24, 1992.
(6)(a) Distribution Agreement Incorporated by reference to Exhibit (6)
of Pre-Effective Amendment No. 1 to the respective Fund's
Registration Statement on Form N-1A, filed on September 24, 1992.
(6)(b) Forms of Service Agreement.
(8)(a) Fund's Custody Agreement.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on May 4, 1992.
(11) Consent of Ernst & Young, Independent Auditors
(16) Schedule of Computation of Performance Data.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Trustees and officers.
(b) Certificate of Secretary.
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 22, 1994
______________ _____________________________
Shares of beneficial 1,659
Interest
(Par value $.001)
Item 27. Indemnification
_______ _______________
Reference is made to Article EIGHTH Amended and Restated
Declaration of Trust of the Fund, filed as Exhibit 1 to the Fund's
Registration Statement filed under the Securities Act of 1933 on
March 18, 1992. The application of these provisions is limited by
Article VIII of the Fund's By-Laws which were filed as Exhibit 2
to the Fund's Registration Statement and by the following
undertaking set forth in the rules promulgated by the Securities
and Exchange Commission.
Item 27. Indemnification (continued)
_______ _______________
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
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 director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, 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 Fund's Distribution Agreement
attached as Exhibit (6) of Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on September 24, 1992.
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
distributor 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 of
Skillman Foundation.
Member of The Board of Vintners Intl.
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.**
ABIGAIL Q. McCARTHY Author, lecturer, columnist and educational
Director consultant
2126 Connecticut Avenue
Washington, D.C. 20008
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board, President and Investment
Chairman of the Board and Officer:
Chief Executive Officer Dreyfus Capital Growth Fund (A Premier
Fund)++;
Chairman of the Board and Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus New Leaders Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc. ++;
The Dreyfus Third Century Fund, Inc.++;
Chairman of the Board:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund++++;
The Dreyfus Consumer Credit Corporation*;
HOWARD STEIN Dreyfus Land Development Corporation*;
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
President, Managing General Partner and
Investment Officer:
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Strategic Growth, L.P. ++;
Director, President and Investment Officer:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Investing++;
Dreyfus Growth Opportunity Fund, Inc.++;
Premier Growth Fund, Inc.++;
Dreyfus Growth Allocation Fund, Inc.++
Director and Investment Officer:
Dreyfus Growth and Income Fund, Inc.++;
President:
Dreyfus Consumer Life Insurance Company*;
Director:
Avnet, Inc.**;
Comstock Partners Strategy Fund, Inc.***;
Dreyfus A Bonds Plus, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
The Dreyfus Fund International
Limited++++++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
Dreyfus Strategic Governments Income,
Inc.++;
The Dreyfus Trust Company++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
HOWARD STEIN Seven Six Seven Agency, Inc.*;
(cont'd) World Balanced Fund++++;
Trustee and Investment Officer:
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Strategic Investing++;
Dreyfus Variable Investment Fund++;
Trustee:
Corporate Property Investors
New York, New York;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Strategic Income++
JULIAN M. SMERLING Director and Executive Vice President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
Dreyfus Consumer Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Vice Chairman and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Partnership Management, Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, Chief Operating The Dreyfus Trust Company++;
Officer and Director Director, President and Investment Officer:
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
JOSEPH S. DiMARTINO Dreyfus Edison Electric Index Fund,
(cont'd) Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Partnership Management, Inc.*;
The Dreyfus Trust Company (N.J.)++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Trustee, President and Investment Officer:
Dreyfus Cash Management++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Premier GNMA Fund++;
Trustee and President:
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
Trustee, Vice President and Investment Officer:
Dreyfus Institutional Short Term
Treasury Fund++;
Trustee and Investment Officer:
Premier GNMA Fund++;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director, Vice President and Investment
Officer:
Dreyfus Balanced Fund, Inc.++;
Director and Vice President:
Dreyfus Service Organization, Inc.*;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
Director and Investment Officer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Short-Term Income Fund, Inc.++;
Premier Growth Fund, Inc.++;
Director and Corporate Member:
Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
JOSEPH S. DiMARTINO Director:
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
President and Investment Officer:
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Vice President:
Dreyfus Consumer Life Insurance Company*;
Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
President, Chief Operating Officer and
Director:
Major Trading Corporation*
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant and The Dreyfus Security Savings
Director Bank, F.S.B.+;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus America Fund++++;
Dreyfus BASIC Municipal Fund ++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
LAWRENCE M. GREENE Dreyfus New Leaders Fund, Inc.++;
(cont'd) Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++;
Seven Six Seven Agency, Inc.*;
Vice President:
Dreyfus Growth Opportunity Fund, Inc.++;
Trustee:
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Investment Officer:
The Dreyfus Fund Incorporated++
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Vice President:
Dreyfus Consumer Life Insurance Company*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Assistant Treasurer:
The Dreyfus Fund Incorporated++;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus Thrift & Commerce****
ALAN M. EISNER Director and President:
Vice President and Chief The Truepenny Corporation*;
Financial Officer Vice President and Chief Financial Officer:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance Company*;
Treasurer:
Dreyfus Realty Advisors, Inc.+++;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
Dreyfus Thrift & Commerce****;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*
DAVID W. BURKE Vice President and Director:
Vice President and Chief The Dreyfus Trust Company++;
Administrative Officer Formerly, President:
CBS News, a division of CBS, Inc.
524 West 57th Street
New York, New York 10019
Director:
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond
Fund, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New York Tax Exempt Bond
Fund, Inc.++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Trustee:
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Cash Management++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
DAVID W. BURKE Dreyfus Pennsylvania Municipal Money
(cont'd) Market Fund++;
Dreyfus Short-Intermediate Government
Fund++
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++
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.*;
Senior Vice President:
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Vice President:
The Dreyfus Trust Company++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
Treasurer:
Pacific American Fund+++++
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
Dreyfus America Fund++++;
Dreyfus Consumer Life Insurance Company*;
The Dreyfus Trust Company++;
Vice President:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
DANIEL C. MACLEAN Dreyfus New York Insured Tax Exempt Bond
(cont'd) Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
DANIEL C. MACLEAN Premier New York Municipal Bond Fund++;
(cont'd) Premier State Municipal Bond Fund++;
Secretary:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
DANIEL C. MACLEAN Dreyfus Strategic Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Seven Six Seven Agency, Inc.*;
Director and Assistant Secretary:
The Dreyfus Fund International
Limited++++++
JEFFREY N. NACHMAN Vice President-Financial:
Vice President - Mutual Dreyfus A Bonds Plus, Inc.++;
Fund Accounting Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
JEFFREY N. NACHMAN Dreyfus New Jersey Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
JEFFREY N. NACHMAN General Government Securities Money Market
(cont'd) Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Vice President and Treasurer:
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie U.S. Government Income
Fund++;
JEFFREY N. NACHMAN First Prairie U.S. Treasury Securities
(Cont'd) Cash Management++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Assistant Treasurer:
Pacific American Fund+++++
PETER A. SANTORIELLO Director, President and Investment
Vice President Officer:
Dreyfus Balanced Fund, Inc.++;
Director and President:
Dreyfus Management, Inc.*;
Vice President:
Dreyfus Personal Management, Inc.*
ROBERT H. SCHMIDT President and Director:
Vice President Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
Formerly, Chairman and Chief Executive
Officer:
Levine, Huntley, Schmidt & Beaver
250 Park Avenue
New York, New York 10017
KIRK V. STUMPP Senior Vice President and
Vice President - Director of Marketing:
New Product Development Dreyfus Service Corporation*
PHILIP L. TOIA Chairman of the Board and Vice President:
Vice President and Dreyfus Thrift & Commerce****;
Director of Fixed- Director:
Income Research The Dreyfus Security Savings Bank F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit Corporation*;
President and Director:
Dreyfus Personal Management, Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
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
KATHERINE C. WICKHAM Vice President:
Assistant Vice President - Dreyfus Consumer Life Insurance
Human Resources Company++;
Formerly, Assistant Commissioner:
Department of Parks and Recreation of the
City of New York
830 Fifth Avenue
New York, New York 10022
JOHN J. PYBURN Treasurer and Assistant Secretary:
Assistant Vice President The Dreyfus Fund International
Limited++++++;
Treasurer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
JOHN J. PYBURN Dreyfus New York Tax Exempt Intermediate
(cont'd) Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
JOHN J. PYBURN Premier California Municipal Bond Fund++;
(cont'd) Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Consumer Life Insurance Company*;
Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President:
Secretary and Deputy Dreyfus A Bonds Plus, Inc.++;
General Counsel Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
MARK N. JACOBS Dreyfus Municipal Bond Fund, Inc.++;
(cont'd) Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Director:
World Balanced Fund++++;
Secretary:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
MARK N. JACOBS Dreyfus Insured Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
General California Municipal Money Market
Fund++;
MARK N. JACOBS General Government Securities Money Market
(cont'd) Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Pacific American Fund+++++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund, (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
CHRISTINE PAVALOS Dreyfus Global Bond Fund, Inc.++;
(cont'd) Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Growth and Income, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
CHRISTINE PAVALOS Dreyfus 100% U.S. Treasury Intermediate
(cont'd) Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Service Corporation*;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie Municipal Money Market
Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
CHRISTINE PAVALOS General Municipal Money Market Fund,
(cont'd) Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New York,
New York 10006.
**** The address of the business so indicated is Five Triad Center, Salt
Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
++++++ 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 Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus Michigan Municipal Money Market Fund, Inc.
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) Dreyfus Short-Term Income Fund, Inc.
66) The Dreyfus Socially Responsible Growth Fund, Inc.
67) Dreyfus Strategic Growth, L.P.
68) Dreyfus Strategic Income
69) Dreyfus Strategic Investing
70) Dreyfus Tax Exempt Cash Management
71) The Dreyfus Third Century Fund, Inc.
72) Dreyfus Treasury Cash Management
73) Dreyfus Treasury Prime Cash Management
74) Dreyfus Variable Investment Fund
75) Dreyfus-Wilshire Target Funds, Inc.
76) Dreyfus Worldwide Dollar Money Market Fund, Inc.
77) First Prairie Cash Management
78) First Prairie Diversified Asset Fund
79) First Prairie Money Market Fund
80) First Prairie Municipal Money Market Fund
81) First Prairie Tax Exempt Bond Fund, Inc.
82) First Prairie U.S. Government Income Fund
83) First Prairie U.S. Treasury Securities Cash Management
84) General California Municipal Bond Fund, Inc.
85) General California Municipal Money Market Fund
86) General Government Securities Money Market Fund, Inc.
87) General Money Market Fund, Inc.
88) General Municipal Bond Fund, Inc.
89) General Municipal Money Market Fund, Inc.
90) General New York Municipal Bond Fund, Inc.
91) General New York Municipal Money Market Fund
92) Pacific American Fund
93) Peoples Index Fund, Inc.
94) Peoples S&P MidCap Index Fund, Inc.
95) Premier Insured Municipal Bond Fund
96) Premier California Municipal Bond Fund
97) Premier GNMA Fund
98) Premier Growth Fund, Inc.
99) Premier Municipal Bond Fund
100) Premier New York Municipal Bond Fund
101) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Howard Stein* Chairman of the Board Trustee
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President and Director None
Lawrence M. Greene* Executive Vice President and Director None
Julian M. Smerling* Executive Vice President and Director None
Elie M. Genadry* Executive Vice President None
Henry D. Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President and None
Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-Trading None
Daniel C. Maclean* Secretary Secretary
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices with Positions and
Name and principal Broker-Dealer Division of offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Elie M. Genadry* President None
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales Manager None
Kristina Williams
Pomano Beach, FL Vice President-Administration None
James Barr
Newton, MA Regional Vice President None
Mary B. Brundage
Pasadena, CA Regional Vice President None
Edward Donley
Latham, NY Regional Vice President None
Thomas Ellis
Ranchero Murietta, CA Regional Vice President None
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino
San Francisco, CA Regional Vice President None
William Frey
Hoffman Estates, IL Regional Vice President None
Suzanne Haley
Tampa, FL Regional Vice President None
Philip Jochem
Warrington, PA Regional Vice President None
Richard P. Kundracik
Waterford, MI Regional Vice President None
Michael Lane
Beaver Falls, PA Regional Vice President None
Fred Lanier
Atlanta, GA Regional Vice President None
Beth Presson
Colchester, VT Regional Vice President None
Joseph Reaves
New Orleans, LA Regional Vice President None
Christian Renninger
Germantown, MD Regional Vice President None
Robert J. Richardson
Houston, TX Regional Vice President None
Kurt Wiessner
Minneapolis, MN Regional Vice President None
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Institutional Services Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President None
Donald A. Nanfeldt* Executive Vice President None
Charles Cardona** Senior Vice President- None
Institutional Services
Stacy Alexander* Vice President-Bank Wholesale None
Eric Almquist* Vice President-Eastern Regional None
Sales Manager
James E. Baskin+++++++ Vice President-Institutional Sales None
Kenneth Bernstein
Boca Raton, FL Vice President-Bank Wholesale None
Stephen Burke* Vice President-Bank Wholesaler None
Sales Manager
Laurel A. Diedrick
Burrows*** Vice President-Bank Wholesale None
Gary F. Callahan
Somerville, NJ Vice President-Bank Wholesale None
Daniel L. Clawson++++ Vice President-Institutional Sales None
Anthony T. Corallo
San Francisco, CA Vice President-Institutional Sales None
Bonnie M. Cymbryla
Brewerton, NY Vice President-Bank Wholesale None
William Davis
Bellevue, WA Vice President None
Steven Faticone***** Vice-President-Bank Wholesale None
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-Institutional Sales None
Carol Anne Kelty* Vice President-Institutional Sales None
Gwenn Kessler***** Vice President-Bank Wholesale None
Nancy Knee++++ Vice President-Bank Wholesale None
Bradford Lange* Vice President-Bank Wholesale None
Kathleen McIntyre
Lewis++ Vice President-Western Regional None
Sales Manager
Eva Machek***** Vice President-Institutional Sales None
Bradley R. Maybury
Seattle, WA Vice President-Bank Wholesale None
Mary McCabe*** Vice President-Bank Wholesale None
James McNamara***** Vice President-Institutional Sales None
James Neiland* Vice President-Bank Wholesale- None
National Accounts Manager
Susan M. O'Connor* Vice President-Institutional
Seminars None
Andrew Pearson+++ Vice President-Institutional Sales None
Jean Heitzman Penny***** Vice President-Institutional Sales None
Dwight Pierce+ Vice President-Bank Wholesale None
Lorianne Pinto* Vice President-Bank Wholesale None
Douglas Rentschler
Grosse Point Park, MI Vice President-Bank Wholesale None
Leah Ryan**** Vice President-Institutional Sales None
Emil Samman* Vice President-Institutional
Marketing None
Edward Sands* Vice President-Institutional
Administration None
William Schalda* Vice President-Institutional None
Administration
Sue Ann Seefeld++++ Vice President-Institutional Sales None
Brant Snavely
Charlotte, NC Vice President-Bank Wholesale None
Thomas Stallings
Richmond, VA Vice President-Institutional Sales None
Elizabeth Biordi Vice President-Institutional
Wieland* Administration None
Thomas Winnick
Malverne, PA Vice President-Bank Wholesale None
Jeanne Butler* Assistant Vice President-
Institutional Operations None
Roberta Hall***** Assistant Vice President-
Institutional Servicing None
Tracy Hopkins** Assistant Vice President-
Institutional Operations None
Lois Paterson* Assistant Vice President-
Institutional Operations None
Mary Rogers** Assistant Vice President-
Institutional Servicing None
Karen Markovic
Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-
Institutional Support None
Emilie Tongalson** Assistant Vice President-
Institutional Servicing None
Carolyn Warren Stein++ Assistant Vice President-
Institutional Servicing None
Tonda Watson**** Assistant Vice President-
Institutional Sales None
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Group Retirement Plans Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President None
Robert W. Stone* Executive Vice President None
Leonard Larrabee* Vice President and Senior Counsel None
George Anastasakos* Vice President None
Bart Ballinger++ Vice President-Sales None
Paula Cleary* Vice President-Marketing None
Ellen S. Dinas* Vice President-Marketing/Communications None
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Jeffrey Lejune
Dallas, TX Vice President-Sales None
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Joseph Pickert++ Vice President-Sales None
Alison Saunders** Vice President-Enrollment None
Scott Zeleznik* Vice President-Sales None
Alana Zion* Vice President-Sales None
Jeffrey Blake* Assistant Vice President-Sales None
_____________________________________________________
* The address of the offices so indicated is 200 Park Avenue, New
York, New York 10166
** The address of the offices so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580 California Street,
San Francisco, California 94104.
**** The address of the offices so indicated is 3384 Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box 1657,
Duxbury, Massachusetts 02331.
++ The address of the offices so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest Hill
Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond Street,
San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a trustee or trustees when requested
in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares of beneficial interest and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940
relating to shareholder communications.
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 17th day of May, 1994.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
BY: /s/Joseph S. DiMartino*
___________________________________________
JOSEPH S. DIMARTINO, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signatures Title Date
__________________________ _______________________________ _________
/s/Joseph S. DiMartino* President (Principal Executive 5/17/94
___________________________ Officer)
Joseph S. DiMartino
/s/Jeffrey N. Nachman* Vice President and Treasurer 5/17/94
___________________________ (Principal Financial
Jeffrey N. Nachman Officer)
/s/Thomas J. Durante* Controller (Principal Accounting 5/17/94
___________________________ Officer)
Thomas J. Durante
/s/David W. Burke* Trustee 5/17/94
___________________________
David W. Burke
/s/Diane Dunst* Trustee 5/17/94
___________________________
Diane Dunst
/s/David P. Feldman* Trustee 5/17/94
___________________________
David P. Feldman
/s/Jay I. Meltzer* Trustee 5/17/94
___________________________
Jay I. Meltzer
/s/Daniel Rose* Trustee 5/17/94
___________________________
Daniel Rose
/s/Warren B. Rudman* Trustee 5/17/94
___________________________
Warren B. Rudman
/s/Howard Stein* Trustee 5/17/94
___________________________
Howard Stein
/s/Sander Vanocur* Trustee 5/17/94
___________________________
Sander Vanocur
*BY: /s/Robert I. Frenkel
Robert I. Frenkel,
Attorney-in-Fact
Dreyfus BASIC U.S. Government Money Market Fund
EXHIBIT INDEX
Exhibit No.
24(b)(1) Amended and Restated Agreement and Declaration of
Trust
24(b)(2) By-Laws
24(b)(8)(a) Custody Agreement with The Bank of New York
24(b)(11) Consent of Ernst & Young
24(b)(16) Schedule of Computation of Performance Data
Other Exhibits Powers of Attorney for Trustees and Officers
Secretary Certificate
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
Amended and Restated Agreement and Declaration of Trust
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF
TRUST, made this 20th day of April, 1992, hereby amends and
restates in its entirety the Agreement and Declaration of Trust
made at Boston, Massachusetts, dated September 12, 1990, by
Sheryl Hirschfeld (hereinafter with any additional and successor
trustees referred to as the "Trustees") hereunder and by 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
"Dreyfus BASIC U.S. Government Money Market 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 or class of Shares is authorized by the Trustees, the equal
proportionate transferable units into which each series or class
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;
(g) The term "Person" shall mean an individual or any
corporation, partnership, joint venture, trust or other
enterprise;
(h) "Declaration of Trust" shall mean this Agreement
and Declaration of Trust as amended or restated from time to
time;
(i) "Bylaws" shall mean the Bylaws of the Trust as
amended from time to time;
(j) The term "series" or "series of Shares" refers to
the one or more separate investment portfolios of the Trust into
which the assets and liabilities of the Trust may be divided and
the Shares of the Trust representing the beneficial interest of
Shareholders in such respective portfolios; and
(k) The term "class" or "class of Shares" refers to the
division of Shares representing any series into two or more
classes as provided in Article III, Section 1 hereof.
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, any funds or
other assets of the appropriate series or class of Shares,
whether capital or surplus or otherwise, to the full extent now or
hereafter permitted by the laws of The Commonwealth of Massachu-
setts;
(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 Common-
wealth 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 and shall represent a separate
investment portfolio of the Trust. 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, except as provided in the following sentence, represent
an equal proportionate interest in the series with each other Share
of the same series, none having priority or preference over
another. The Trustees may, without Shareholder approval, divide
Shares of any series into two or more classes, Shares of each
such class having such preferences and special or relative rights and
privileges (including conversion rights, if any) as the Trustees
may determine. 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 or class into a greater or
lesser number without thereby changing the proportionate
beneficial interests in the series or class.
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 class and as to the number of Shares
of each series and class 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 of a series at any time as a stock dividend, except
to the extent otherwise required or permitted by the preferences
and special or relative rights and privileges of any classes of
Shares of that series, and any stock dividend to the
Shareholders of a particular class of Shares shall be made to such
Shareholders pro rata in proportion to the number of Shares of such class
held by each of them.
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
denominations 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; Derivative Suits.
Shareholders shall have no preemptive or other right to
subscribe for any additional Shares or other securities issued by the
Trust. No action may be brought by a Shareholder on behalf of the Trust
or a series unless a prior demand regarding such matter has been
made on the Trustees and the Shareholders of the Trust or such
series.
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 or the assets of a particular series (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) Subject to the provisions of Article III, Section
3, to allocate assets, liabilities, income 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; and to the
extent necessary or appropriate to give effect to the preferences and
special or relative rights and privileges of any classes of
Shares, to allocate assets, liabilities, income and expenses of
a series to a particular class of Shares of that series or to
apportion the same among two or more classes of Shares 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 by 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 or a particular series
or class of Shares; 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 or a particular series; the market value of any investment
or fair value of any other asset of the Trust or a particular
series; the number of Shares outstanding; the estimated expense
to the Trust or a particular series in connection with purchases of
its Shares; the ability to liquidate investments in an orderly
fashion and; and the extent to which it is practicable to
deliver a cross-section of the portfolio of the Trust or a particular
series 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 or a
particular series, shall be final and conclusive, and shall be binding upon
the Trust or such series 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 any 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 fewer 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 pro-
vided in Article IV, Section 5, (iv) with respect to any
amendment of this Declaration of Trust as provided in Article IX, Section
9, (v) with respect to a consolidation, merger or certain sales
of assets as provided in Article IX, Section 5, (vi) with
respect to the termination of the Trust or a series of Shares as provided
in Article IX, Section 6, and (vii) 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 or
class, or as otherwise required by applicable law, then only
Shareholders of such series or class 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 30% of
the outstanding Shares entitled to vote. Shareholders 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 entitled to vote 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 or class shall
vote as a series or class, then thirty percent (30%) of the aggregate
number of Shares of that series or class entitled to vote shall
be necessary to constitute a quorum for the transaction of business
by that series or class. 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 or class shall vote
as a series or class, then a majority of the Shares of that series
or class voted on the matter (or a plurality with respect to the
election of a Trustee) shall decide that matter insofar as that
series or class 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 a majority of the Shareholders entitled to
vote on the subject matter thereof (or such larger proportion
thereof as shall be required by any express provision of this
Declaration of Trust) 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, except to the extent otherwise required
or permitted by the preferences and special or relative rights and
privileges of any classes of Shares of that series, and any
distribution to the Shareholders of a particular class of Shares
shall be made to such Shareholders pro rata in proportion to the
number of Shares of such class held by each of them. 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 or class 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 or class 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 or class
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, less any applicable
charge or fee imposed from time to time as determined by the
Trustees.
(c) Net asset value of each series or class 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
or class 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 or class (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 or
class 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 applicable law, 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 or class
of Shares at any time, investments and any other assets of such
series or class 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 an amount determined by the Trustees
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 any applicable charge, 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 or class of Shares equal to or in excess
of a percentage of the outstanding Shares of that series or class
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 particular series of Shares of
which he is or was a Shareholder 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 Share-
holders. 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, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges
of any classes of Shares of that series, provided that any
distribution to the Shareholders of a particular class of Shares
shall be made to such Shareholders pro rata in proportion to the
number of Shares of such class held by each of them.
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 State 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
or class entitled to vote, except that an amendment which shall
affect the holders of one or more series or class of Shares but
not the holders of all outstanding series or class shall be
authorized by vote of the Shareholders holding a majority of the
Shares entitled to vote of each series or class affected and no
vote of Shareholders of a series or class 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 for him and his assigns as of the day and year
first above written.
/s/Mark N. Jacobs
Mark N. Jacobs, Sole Trustee
State of New York
County of New York
On this 20th day of April, 1992, there personally
appeared before me 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:
BY-LAWS
OF
DREYFUS BASIC U.S. GOVERNMENT 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 a 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
The fiscal year of the Trust shall be fixed, and shall
be subject to change, by the Board of Trustees.
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: September 12, 1990
As Revised: April 20, 1992
CUSTODY AGREEMENT
Custody Agreement made as of April 20, 1992 between
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND, a business
trust organized and existing under the laws of the Commonwealth
of Massachusetts, having as an address 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144 (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 110 Washington Street, New York, New
York 10286 (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 l982-84 equals l00, 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.15 (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
on-going 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 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. 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 l940, 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 1 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 so 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 l/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
Declaration of Trust 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;
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
Declaration of Trust.
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, 1993 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 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. 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 sub-section (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.
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 responsi-
bilities 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
March 25, 1993. 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
setting forth the names 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 setting forth
the names 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 110
Washington Street, New York, New York 10286, 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 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, 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 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, as of the day and year first above written.
DREYFUS BASIC U.S. GOVERNMENT
MONEY MARKET FUND
By:
Attest:
THE BANK OF NEW YORK
By:
Attest:
Appendix A
DREYFUS BASIC U.S. GOVERNMENT 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
James Meo, Jean Farley, Jeffrey Nachman Lawrence Greene
Frank Greene and Phyllis John Pyburn Julian Smerling
Meiner 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, Paul Casti, Jr., Paul Disdier,
James Meo, Jean Farley, Richard Wiener, Robert
Meiner, Paul Molloy, Elizabeth Etienne and
Michael
Werbowyj.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
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
Patricia A. Cuddy Vice President and
Investment Officer
Mark N. Jacobs Vice President
Jeffrey N. Nachman Vice President and
Treasurer
Daniel C. Maclean Secretary
Christine Pavalos Assistant Secretary
A. Thomas Smith III Assistant Secretary
Thomas Durante Controller
Title: Title:
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 BASIC U.S. GOVERNMENT MONEY MARKET FUND
Domestic Custody Fees
Basic Fee:
1/100th of 1% per annum 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:
$ 8.00 For all FRB Treasury settlements.
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a letter
dated January 4, 1990 from Masao Yamaguchi of The Bank of New
York to Jeffrey Nachman of The Dreyfus Corporation.
The above foreign custody fees apply to the following
Global Custody Network countries:
1. Australia 12. Japan
2. Austria 13. Luxembourg
3. Belgium 14. Malaysia
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
THE BANK OF NEW YORK
21 West Street
New York, New York 10286
January 4,
1990
Mr. Jeffrey Nachman
Vice President
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Re: Global Custodian Fees
Dear Jeff:
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.
Mr. Jeffrey Nachman
Vice President
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,
Masao Yamaguchi
Vice President
Approved by: ___________________ Dated: _________________
Jeffrey Nachman
Vice President
MY:to
cc: The Bank of New York
F. Ricciardi
Stroock & Stroock
D. Stephens
Dreyfus
S. Newman THE BANK OF NEW YORK
GLOBAL NETWORK PROGRAM
Supported by Citibank, N.A.
Attachment I
10. AUSTRALIA 12. JAPAN 11. AUSTRIA 13. LUXEMBOURG 12. BELGIUM 14.
MALAYSIA 13. CANADA 15. NETHERLANDS 14. DENMARK 16. NEW
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
ICES PLAN
[TEXT]
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Fund") adopt a Shareholder Services Plan (the
"Plan") under which the Fund would reimburse the Fund's distributor,
Dreyfus Service Corporation (the "Distributor"), for certain allocated
expenses of providing personal service and/or maintaining shareholder
accounts. The Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the fee under
the Plan is intended to be a "service fee" as defined in Article III,
Section 26 (a "Service Fee"), of the NASD Rules of Fair Practice (the
"NASD Rules").
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such information as
it deemed necessary to an informed determination as to whether a written
plan should be implemented and has considered such pertinent factors as it
deemed necessary to form the basis for a decision to use Fund assets for
such purposes.
In voting to approve the implementation of such a plan, the
Board has concluded, in the exercise of its reasonable business judgment
and in light of applicable fiduciary duties, that there is a reasonable
likelihood that the plan set forth below will benefit the Fund and its
shareholders.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall reimburse the Distributor an amount not to
exceed an annual rate of .25 of 1% of the value of the Fund's average
daily net assets attributable to each class of the Fund's shares, for its
allocated expenses of providing personal service to shareholders of the
respective class and/or maintaining shareholder accounts; provided that,
at no time, shall the amount paid to the Distributor under this Plan,
together with amounts otherwise paid by the Fund as a Service Fee under
the NASD Rules, exceed the maximum amount then payable under the NASD
Rules as a Service Fee. The amount of such reimbursement shall be based
on an expense allocation methodology prepared by the Distributor annually
and approved by the Fund's Board or on any other basis from time to time
deemed reasonable by the Fund's Board.
2. For the purposes of determining the fees payable under this
Plan, the value of the net assets attributable to each class of Fund
shares shall be computed in the manner specified in the Fund's Articles of
Incorporation for the computation of the value of the Fund's net assets
attributable to such a class.
3. The Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. This Plan will become effective immediately upon approval
by a majority of the Board members, including a majority of the Board
members who are not "interested persons" (as defined in the Act) of the
Fund and have no direct or indirect financial interest in the operation of
this Plan or in any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the purpose of
voting on the approval of this Plan.
5. This Plan shall continue until April 20, 1994, unless
earlier terminated in accordance with its terms, and thereafter shall
continue automatically for successive annual periods, provided such
continuance is approved at least annually in the manner provided in
paragraph 4 hereof.
6. This Plan may be amended at any time by the Board, provided
that any material amendments of the terms of this Plan shall become
effective only upon approval as provided in paragraph 4 hereof.
7. This Plan is terminable without penalty at any time by vote
of a majority of the Board members who are not "interested persons" (as
defined in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements entered into
in connection with this Plan.
Dated: August 11, 1993
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated April 5, 1994, in this Registration Statement (Form N-1A
33-46503) of Dreyfus BASIC U.S. Government Money Market Fund.
ERNST & YOUNG
New York, New York
May 12, 1994
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
Value of Account 2/21/94 $ 1.000000000
+ Dividend on 2/22/94 $ 0.000088146
+ Dividend on 2/23/94 0.000088269
+ Dividend on 2/24/94 0.000088447
+ Dividend on 2/25/94 0.000088043
+ Dividend on 2/28/94 0.000264827 0.000617732
-------------
Value of Account 2/28/94 1.000617732
Less the value of account 2/21/94 (1.000000000)
-------------
Change in Account 0.000617732
Divided by value of account 2/21/94 1.000000000
-------------
Base Period Return 0.000617732
=============
Annualized Seven Day Yield ( 0.000617732 x 365 / 7) 3.22%
=============
Value of Account 2/21/94 $ 1.000000000
+ Dividend on 2/22/94 $ 0.000088146
+ Dividend on 2/23/94 0.000088269
+ Dividend on 2/24/94 0.000088447
+ Dividend on 2/25/94 0.000088043
+ Dividend on 2/28/94 0.000264827 0.000617732
-------------
Value of Account 2/28/94 1.000617732
Less the value of account 2/21/94 (1.000000000)
-------------
Change in Account 0.000617732
Divided by value of account 2/21/94 1.000000000
-------------
Base Period Return 0.000617732
=============
365/7
Annualized Effective Yield [( 0.000617732 +1) ]-1 3.27%
=============
POWER OF ATTORNEY
David W. Burke, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
David W. Burke, Trustee
Dated: March 1, 1994
POWER OF ATTORNEY
Diane Dunst, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for her and in
her name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
Diane Dunst, Trustee
Dated: March 1, 1994
POWER OF ATTORNEY
David P. Feldman, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
David P. Feldman, Trustee
Dated: March 1, 1994
POWER OF ATTORNEY
Jay I. Meltzer, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
Jay I. Meltzer, Trustee
Dated: March 1, 1994
POWER OF ATTORNEY
Daniel Rose, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
Daniel Rose, Trustee
Dated: March 1, 1994
POWER OF ATTORNEY
Warren B. Rudman, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
Warren B. Rudman, Trustee
Dated: March 1, 1994
POWER OF ATTORNEY
Howard Stein, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
Howard Stein, Trustee
Dated: March 1, 1994
POWER OF ATTORNEY
Sander Vanocur, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
Sander Vanocur, Trustee
Dated: March 1, 1994
POWER OF ATTORNEY
Joseph S. DiMartino, whose signature appears below on this Amendment
to Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
Joseph S. DiMartino, President and Investment Officer
Dated: May 4, 1994
POWER OF ATTORNEY
Jeffrey N. Nachman, whose signature appears below on this Amendment
to Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
Jeffrey N. Nachman, Vice President and Treasurer
Dated: May 4, 1994
POWER OF ATTORNEY
Thomas J. Durante, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(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
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC U.S. Government Money Market Fund
Thomas J. Durante, Controller
Dated: May 4, 1994
DREYFUS BASIC U.S GOVERNMENT MONEY MARKET FUND
Certificate of Secretary
The undersigned, Christine Pavalos, Assistant
Secretary
of Dreyfus BASIC U.S. Government Money Market Fund (the "Fund"),
hereby certifies that set forth below is a copy of the
resolution
adopted by the Fund's Board of Trustees authorizing the signing
by Mark N. Jacobs, Robert I. Frenkel or A. Thomas Smith III 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 Mark N.
Jacobs, Robert I. Frenkel and A. Thomas Smith
III, 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 or
she is acting as attorney-in-fact, might or
could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and
affixed the Seal of the Fund on April 30, 1992.
______________________________
Christine Pavalos
Assistant Secretary
