File No. 33-46503
811-6606
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. 10 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 10 [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
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
----
X on July 1, 1999 pursuant to paragraph (a)(1)
----
75 days after filing pursuant to paragraph (a)(2)
----
on (date) pursuant to paragraph (a)(2) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
----
Dreyfus BASIC Money Market Fund, Inc.
Dreyfus BASIC U.S. Government Money Market Fund
Seeking a high level of current income and a stable $1.00 share price
COMBINED PROSPECTUS July 1, 1999
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
<PAGE>
Contents
THE FUNDS
- ------------------------------------------------------
1 Introduction
2 Dreyfus BASIC Money Market Fund, Inc.
6 Dreyfus BASIC U.S. Government
Money Market Fund
10 Management
12 Financial Highlights
YOUR INVESTMENT
- --------------------------------------------------------------------
14 Account Policies
17 Distributions and Taxes
18 Services for Fund Investors
20 Instructions for Regular Accounts
22 Instructions for IRAs
FOR MORE INFORMATION
- -------------------------------------------------------------------------------
Back Cover
Each fund's investment approach, risks, performance, expenses and related
information
Information for managing your fund account
Where to learn more about these and other Dreyfus funds
<PAGE>
The Funds
Dreyfus BASIC Money Market Fund, Inc.
Dreyfus BASIC U.S. Government Money Market Fund
The funds described in this prospectus are money market funds. They seek to
maintain a stable share price (although they cannot promise that they will
always do so) and are designed to offer current investment income and high
liquidity.
The main differences among these funds are the securities in which they invest.
Dreyfus BASIC Money Market Fund, Inc. invests in a broad range of high-quality,
short-term money market instruments. Dreyfus BASIC U.S. Government Money Market
Fund maintains an even higher quality standard by investing only in U.S.
government securities and repurchase agreements secured by such obligations.
INFORMATION ON EACH FUND'S RECENT PERFORMANCE CAN BE FOUND IN ITS CURRENT
ANNUAL/SEMIANNUAL REPORT (SEE BACK COVER).
Introduction
<PAGE 1>
Dreyfus BASIC Money Market Fund, Inc.
- --------------------
Ticker Symbols: DBAXX
GOAL/APPROACH
The fund seeks a high level of current income consistent with stability of
principal. This objective may be changed without shareholder approval. As a
money market fund, the fund is subject to maturity, quality and diversification
requirements designed to help it maintain a stable $1.00 share price.
The fund invests in a diversified portfolio of high-quality, short-term debt
securities, including:
* securities issued or guaranteed by the U.S.
government or its agencies
* certificates of deposit, time deposits, bankers'
acceptances and other short-term securities issued by domestic or foreign
banks or their subsidiaries or branches
* domestic and dollar-denominated foreign commercial
paper, and other short-term corporate obligations, including those with
floating or variable rates of interest
* asset-backed securities
* "taxable" municipal obligations, such as private
activity bonds issued by or on behalf of states or their agencies to finance
private facilities
Concepts to understand
MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must:
* maintain an average dollar-weighted portfolio maturity of 90 days or
less
* buy individual securities that have remaining maturities of 13 months
or less
* invest only in high-quality, dollar-denominated obligations
<PAGE 2>
MAIN RISKS
The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.
Over time, the real value of the fund's yields may be substantially eroded by
inflation.
An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.
While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:
* interest rates could rise sharply, causing the
fund's share price to drop
* adverse developments could occur in the banking
industry, which issues or guarantees many of the securities the fund
typically owns
* any of the fund's non-government holdings could have
its credit rating downgraded or could default
* adverse economic, political or other developments
could affect foreign issuers of money market securities
Concepts to understand
CREDIT RATING: a measure of the issuer's expected ability to make all required
interest and principal payments in a timely manner.
An issuer with the highest credit rating has a very strong degree of certainty
(or safety) with respect to making all payments. An issuer with the
second-highest credit rating has a strong capacity to make all payments, but the
degree of safety is somewhat less.
While the fund is required by law to invest at least 95% of its assets in the
securities of issuers with the highest credit rating, or the unrated equivalent
as determined by Dreyfus, the fund's policy is to invest all of its assets in
securities of the highest credit quality.
Dreyfus BASIC Money Market Fund, Inc.
<PAGE 3>
DREYFUS BASIC MONEY MARKET FUND, INC. (CONTINUED)
PAST PERFORMANCE
The tables below show some of the risks of investing in the fund. The first
table shows the changes in the fund's performance from year to year. The second
table shows the fund's performance over time. Both tables assume reinvestment of
dividends. Of course, past performance is no guarantee of future results.
--------------------------------------------------------
<TABLE>
Year-by-year total return AS OF 12/31 EACH YEAR (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
N/A N/A N/A N/A 3.42 4.28 6.06 5.27 5.37 5.29
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
BEST QUARTER: Q2 '95 +1.54%
WORST QUARTER: Q1 '94 +0.83%
The fund's 7-day yield on 3/31/99 was 4.66%. For the fund's current yield, call
toll-free 1-800-645-6561.
</TABLE>
--------------------------------------------------------
Average annual total return AS OF 12/31/98
Since
inception
1 Year 5 Years (5/13/92)
- --------------------------------------------------------------------------------
5.29% 5.25% 4.84%
What this fund is -- and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
<PAGE 4>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid out of fund assets,
so their effect is included in the share price. The fund has no sales charge
(load) or Rule 12b-1 distribution fees.
--------------------------------------------------------
Fee table
SHAREHOLDER TRANSACTION FEES
CHARGED IF YOUR ACCOUNT BALANCE IS LESS THAN
$50,000 AT THE TIME OF THE TRANSACTION
Exchange fee $5.00
Account closeout fee* $5.00
Wire and TeleTransfer redemption fee $5.00
Checkwriting charge $2.00
--------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees 0.37%
Shareholder services fee 0.03%
Other expenses 0.05%
-------------------------------------------------------
TOTAL 0.45%**
**UNLESS BY EXCHANGE OR WIRE FOR WHICH A CHARGE APPLIES.
**UNDER AN AGREEMENT WITH DREYFUS, DREYFUS HAS AGREED TO WAIVE RECEIPT OF SOME
OF THE MANAGEMENT FEE OR PAY SOME FUND EXPENSES IN ORDER TO LIMIT TOTAL FUND
OPERATING EXPENSES TO 0.45% ANNUALLY. DREYFUS MAY TERMINATE THIS AGREEMENT UPON
90 DAYS NOTICE TO SHAREHOLDERS, BUT HAS COMMITTED NOT TO DO SO AT LEAST THROUGH
JUNE 30, 2000.
--------------------------------------------------------
<TABLE>
Expense example
1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$51 $149 $257 $572
</TABLE>
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund's
portfolio and assisting in all aspects of the fund's operations. The fund's
contractual management fee is 0.50%.
SHAREHOLDER SERVICES FEE: a fee of up to 0.25% paid to the fund's distributor
for shareholder account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
SHAREHOLDER TRANSACTION CHARGES: charges that are retained by the fund, to help
keep operating expenses lower.
Dreyfus BASIC Money Market Fund, Inc.
<PAGE 5>
Dreyfus BASIC U.S. Government Money Market Fund
- -------------------
Ticker Symbols: DBGXX
GOAL/APPROACH
The fund seeks a high level of current income consistent with stability of
principal. This objective may be changed without shareholder approval. As a
money market fund, the fund is subject to maturity, quality and diversification
requirements designed to help it maintain a stable share price.
To pursue its goal, the fund invests exclusively in securities issued by the
U.S. government and in repurchase agreements secured by these obligations.
Concepts to understand
MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must:
* maintain an average dollar-weighted portfolio maturity of 90 days or
less
* buy individual securities that have remaining maturities of 13 months
or less
* invest only in high-quality, dollar-denominated obligations
REPURCHASE AGREEMENT: an agreement between a seller and the fund as buyer
whereby the seller agrees to repurchase a security at an agreed-upon time and
price.
<PAGE 6>
MAIN RISKS
The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.
Over time, the real value of the fund's yields may be substantially eroded by
inflation.
An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.
While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:
* interest rates could rise sharply, causing the
fund's share price to drop
* a counterparty in a repurchase agreement could fail
to honor the terms of its agreement, or could default or go into bankruptcy
Concepts to understand
U.S. GOVERNMENT SECURITIES: securities backed by the full faith and credit of
the U.S. government.
U.S. government securities are generally considered to be among the
highest-quality investments available. By investing in these securities, the
fund seeks greater credit safety for investors. In exchange for the higher level
of credit safety that U.S. government securities offer, the fund's yields may be
somewhat lower than those of money market funds that do not limit their
investments to U.S. government securities.
Dreyfus BASIC U.S. Government Money Market Fund
<PAGE 7>
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND (CONTINUED)
PAST PERFORMANCE
The tables below show some of the risks of investing in the fund. The first
table shows the changes in the fund's performance from year to year. The second
table shows the fund's performance over time. Both tables assume reinvestment of
dividends. Of course, past performance is no guarantee of future results.
--------------------------------------------------------
<TABLE>
Year-by-year total return AS OF 12/31 EACH YEAR (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
N/A N/A N/A N/A 3.32 4.18 6.06 5.28 5.32 5.18
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
BEST QUARTER: Q2 '95 +1.52%
WORST QUARTER: Q1 '94 +0.80%
The fund's 7-day yield on 3/31/99 was 4.50%. For the fund's current yield, call
toll-free 1-800-645-6561.
</TABLE>
--------------------------------------------------------
Average annual total return AS OF 12/31/98
Since
inception
1 Year 5 Years (5/12/92)
- --------------------------------------------------------------------------------
5.18% 5.20% 4.78%
What this fund is -- and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
<PAGE>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid out of fund assets,
so their effect is included in the share price. The fund has no sales charge
(load) or Rule 12b-1 distribution fees.
--------------------------------------------------------
Fee table
SHAREHOLDER TRANSACTION FEES
CHARGED IF YOUR ACCOUNT BALANCE IS LESS THAN
$50,000 AT THE TIME OF THE TRANSACTION
Exchange fee $5.00
Account closeout fee* $5.00
Wire and TeleTransfer redemption fee $5.00
Checkwriting charge $2.00
--------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees 0.34%
Shareholder services fee 0.06%
Other expenses 0.05%
-------------------------------------------------------
TOTAL 0.45%**
**UNLESS BY EXCHANGE OR WIRE FOR WHICH A CHARGE APPLIES.
**UNDER AN AGREEMENT WITH DREYFUS, DREYFUS HAS AGREED TO WAIVE RECEIPT OF SOME
OF THE MANAGEMENT FEE OR PAY SOME FUND EXPENSES IN ORDER TO LIMIT TOTAL FUND
OPERATING EXPENSES TO 0.45% ANNUALLY. DREYFUS MAY TERMINATE THIS AGREEMENT UPON
90 DAYS NOTICE TO SHAREHOLDERS, BUT HAS COMMITTED NOT TO DO SO AT LEAST THROUGH
JUNE 30, 2000.
--------------------------------------------------------
<TABLE>
Expense example
1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$51 $149 $257 $572
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund's
portfolio and assisting in all aspects of the fund's operations. The fund's
contractual management fee is 0.50%.
SHAREHOLDER SERVICES FEE: a fee of up to 0.25% paid to the fund's distributor
for shareholder account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
SHAREHOLDER TRANSACTION CHARGES: charges that are retained by the fund, to help
keep operating expenses lower.
Dreyfus BASIC U.S. Government Money Market Fund
<PAGE 9>
MANAGEMENT
The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$120 billion in over 160 mutual fund portfolios. The Dreyfus BASIC Money Market
Fund and the Dreyfus BASIC U.S. Government Money Market Fund each pay Dreyfus an
annual management fee of 0.50% of the fund's average net assets. For the fiscal
year ended February 28, 1999, for each fund Dreyfus waived or reimbursed a
portion of its management fee so that the net fee paid by each fund was 0.45%.
Dreyfus is the primary mutual fund business of Mellon Bank Corporation, a
broad-based financial services company with a bank at its core. With more than
$389 billion of assets under management and $1.9 trillion of assets under
administration and custody, Mellon provides a full range of banking, investment
and trust products and services to individuals, businesses and institutions.
Mellon is headquartered in Pittsburgh, Pennsylvania.
Concepts to understand
YEAR 2000 ISSUES: each fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which a fund invests may be
adversely affected by year 2000-related problems. This could have an impact on
the value of a fund's investments and its yield and share price.
<PAGE 10>
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, the firm
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
Dreyfus manages each fund by making investment decisions based on the fund's
investment objective, policies and restrictions.
Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy's preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.
Management
<PAGE 11>
FINANCIAL HIGHLIGHTS
The following tables describe each fund's performance for the fiscal periods
indicated. "Total return" shows how much your investment in a fund would have
increased (or decreased) during each period, assuming you had reinvested all
dividends and distributions. These financial highlights have been independently
audited by Ernst & Young LLP, whose report, along with the fund's financial
statements, is included in the annual report.
</TABLE>
<TABLE>
DREYFUS BASIC FISCAL YEAR ENDED FEBRUARY 28/29,
MONEY MARKET FUND, INC. 1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00
Investment operations:
Investment income -- net .051 .053 .051 .058 .046
Distributions:
Dividends from investment
income -- net (.051) (.053) (.051) (.058) (.046)
Net asset value, end of period 1.00 1.00 1.00 1.00 1.00
Total return (%) 5.19 5.38 5.19 5.97 4.73
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to
average net assets (%) .45 .45 .45 .31 .18
Ratio of net investment income
to average net assets (%) 5.08 5.28 5.08 5.82 4.70
Decrease reflected in above
expense ratios due to
actions by the manager (%) .13 .24 .23 .31 .46
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets,
end of period ($ x 1,000) 1,837,664 1,724,971 1,793,992 2,098,292 1,623,242
</TABLE>
<PAGE 12>
<TABLE>
DREYFUS BASIC U.S. GOVERNMENT FISCAL YEAR ENDED FEBRUARY 28/29,
MONEY MARKET FUND 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00
Investment operations:
Investment income -- net .049 .052 .051 .058 .046
Distributions:
Dividends from investment
income -- net (.049) (.052) (.051) (.058) (.046)
Net asset value, end of period 1.00 1.00 1.00 1.00 1.00
Total return (%) 5.06 5.33 5.20 5.94 4.67
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to
average net assets (%) .45 .45 .45 .31 .17
Ratio of net investment income
to average net assets (%) 4.97 5.22 5.09 5.79 5.05
Decrease reflected in above
expense ratios due to
actions by the manager (%) .16 .17 .20 .36 .44
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets,
end of period ($ x 1,000) 1,182,599 1,308,647 1,459,949 1,366,056 1,041,722
</TABLE>
Financial Highlights
<PAGE 13>
Your Investment
ACCOUNT POLICIES
Buying shares
YOU PAY NO SALES CHARGES to invest in these funds. Your price for fund shares is
the net asset value per share (NAV), which is generally calculated as of the
close of trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time)
every day the exchange* is open. Your order will be priced at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Each fund's investments are valued based on amortized cost.
*OR THE FUND'S TRANSFER AGENT FOR THE DREYFUS BASIC MONEY MARKET FUND, INC.
--------------------------------------------------------
Minimum investments
Initial Additional
--------------------------------------------------------
REGULAR ACCOUNTS $25,000 $1,000
TRADITIONAL IRAS $5,000 $1,000
SPOUSAL IRAS $5,000 $1,000
ROTH IRAS $5,000 $1,000
All investments must be in U.S. dollars. Third-party
checks cannot be accepted. You may be charged a fee for
any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.
Concepts to understand
NET ASSET VALUE (NAV): a mutual fund's share price on a given day. A fund's NAV
is calculated by dividing the value of its net assets by the number of existing
shares.
AMORTIZED COST: the value of a fund's portfolio securities, which does not take
into account unrealized gains or losses. As a result, portfolio securities are
valued at their acquisition cost, adjusted over time based on the discounts or
premiums reflected in their purchase price. This method of valuation is designed
for a fund to be able to price its shares at $1.00 per share.
<PAGE 14>
Selling shares
YOU MAY SELL (REDEEM) SHARES AT ANY TIME. Your shares will be sold at the next
NAV calculated after your order is accepted by the fund's transfer agent or
other authorized entity. Any certificates representing fund shares being sold
must be returned with your redemption request. Your order will be processed
promptly and you will generally receive the proceeds within a week.
BEFORE SELLING OR WRITING A CHECK FOR RECENTLY PURCHASED SHARES, please note
that if the fund has not yet collected payment for the shares you are selling,
it may delay sending the proceeds for up to eight business days or until it has
collected payment.
--------------------------------------------------------
Limitations on selling shares by phone
Proceeds
sent by Minimum Maximum
- ----------------------------------------------------------------------------
CHECK NO MINIMUM $150,000 PER DAY
WIRE $1,000 $250,000 FOR JOINT
ACCOUNTS
EVERY 30 DAYS
TELETRANSFER $500 $250,000 FOR JOINT
ACCOUNTS
EVERY 30 DAYS
--------------------------------------------------------
SHAREHOLDER TRANSACTION FEES
CHARGED IF YOUR ACCOUNT BALANCE IS LESS THAN
$50,000 AT THE TIME OF THE TRANSACTION
Exchange fee $5.00
Account closeout fee* $5.00
Wire and TeleTransfer redemption fee $5.00
Checkwriting charge $2.00
*UNLESS BY EXCHANGE OR WIRE FOR WHICH A CHARGE APPLIES.
Written sell orders
Some circumstances require written sell orders along with signature guarantees.
These include:
* amounts of $1,000 or more on accounts whose address has been changed
within the last 30 days
* requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.
Your Investment
<PAGE 15>
ACCOUNT POLICIES (CONTINUED)
General policies
UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
EACH FUND RESERVES THE RIGHT TO:
* refuse any purchase or exchange request
* change or discontinue its exchange privilege
* change its minimum investment amounts
* delay sending out redemption proceeds for up to
seven days (generally applies only in cases of very large redemptions, excessive
trading or during unusual market conditions)
Each fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).
Small account policies
To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.
The fee will be waived for: any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; and accounts opened through a financial
institution.
If your account falls below $10,000, the fund may ask you to increase your
balance. If it is still below $10,000 after 45 days, the fund may close your
account and send you the proceeds.
<PAGE 16>
DISTRIBUTIONS AND TAXES
EACH FUND USUALLY PAYS ITS SHAREHOLDERS dividends from its net investment income
once a month and distributes any net capital gains it has realized once a year.
Your dividends and distributions will be reinvested in additional shares of your
fund unless you instruct the fund otherwise. There are no fees or sales charges
on reinvestments.
FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or take them in cash. In general,
dividends paid by the fund will be taxable to U.S. shareholders as ordinary
income.
The tax status of your dividends and distributions will be detailed in your
annual tax statement from the fund.
Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.
Concepts to understand
DIVIDENDS: income or interest paid by the investments in a fund's portfolio, net
of expenses, passed on to fund shareholders.
DISTRIBUTIONS: income, net of expenses passed on to fund shareholders. These are
calculated on a per-share basis: each share earns the same rate of return, so
the more fund shares you own, the higher your distribution.
U.S. GOVERNMENT SECURITIES: the amount of dividends paid by a fund that are the
produce of income earned from U.S. government portfolio securities may not be
subject to state taxes. Talk to your tax advisor for more information.
Your Investment
<PAGE 17>
SERVICES FOR FUND INVESTORS
Dreyfus Dividend Sweep
FOR AUTOMATICALLY REINVESTING the dividends and distributions from one Dreyfus
fund into another, use Dreyfus Dividend Sweep (not available for IRAs). You can
set up this service with your application or by calling 1-800-645-6561.
Retirement plans
DREYFUS OFFERS A VARIETY OF RETIREMENT PLANS, including traditional and Roth
IRAs. Here's where you call for information:
* for traditional, rollover and Roth IRAs, call
1-800-645-6561
* for SEP-IRAs and Keogh accounts, call 1-800-358-091
Checkwriting privilege
YOU MAY WRITE REDEMPTION CHECKS against your account in amounts of $1,000 or
more. There is a $2.00 charge for each check written, unless you meet the
$50,000 minimum balance requirement at the time of the transaction. The charge
is retained by the fund. A fee also will be charged by the transfer agent if you
request a stop payment or if the transfer agent cannot honor a redemption check
due to insufficient funds or another valid reason. Please do not postdate your
checks or use them to close your account.
Exchange privilege
YOU CAN EXCHANGE $1,000 OR MORE from one Dreyfus fund into another. You are
allowed only four exchanges out of the fund in a calendar year. You can request
your exchange in writing or by phone. Be sure to read the current prospectus for
any fund into which you are exchanging. Any new account established through an
exchange will have the same privileges as your original account (as long as they
are available). There is a $5.00 exchange fee, unless you meet the $50,000
minimum balance requirement at the time of the transaction. The charge is
retained by the fund. You may be charged a sales load when exchanging into any
fund that has one.
<PAGE 18>
Dreyfus TeleTransfer privilege
TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the Dreyfus TeleTransfer privilege. You can set up TeleTransfer
on your account by providing bank account information and following the
instructions on your application. For accounts with a balance below $50,000,
there is a $5.00 fee for TeleTransfer redemptions.
24-hour automated account access
YOU CAN EASILY MANAGE YOUR DREYFUS ACCOUNTS, check your account balances,
transfer money between your Dreyfus funds, get price and yield information and
much more -- when it's convenient for you.
Account statements
EVERY DREYFUS INVESTOR automatically receives regular account statements. You'll
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.
Dreyfus Financial Centers
THROUGH A NATIONWIDE NETWORK of Dreyfus Financial Centers, Dreyfus offers a full
array of investment services and products. This includes information on mutual
funds, brokerage services, tax-advantaged products and retirement planning.
OUR EXPERIENCED FINANCIAL CONSULTANTS can help you make informed choices and
provide you with personalized attention in handling account transactions. The
Financial Centers also offer informative seminars and events. To find the
Financial Center nearest you, call 1-800-499-3327.
Your Investment
<PAGE 19>
INSTRUCTIONS FOR REGULAR ACCOUNTS
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
The Dreyfus Family of Funds
P.O. Box 9387, Providence, RI 02940-9387
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to: The Dreyfus Family of Funds P.O. Box 105,
Newark, NJ 07101-0105
By Telephone
WIRE Have your bank send your
investment to The Bank of New York, with these instructions:
* ABA# 02100018
* Dreyfus BASIC Money Market Fund
DDA# 8900204419
* Dreyfus BASIC U.S. Government
Money Market Fund DDA# 8900204427
* the fund name
* your Social Security or tax ID number
* name(s) of investor(s)
Call us to obtain an account number. Return your application.
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 02100018
* Dreyfus BASIC Money Market Fund
DDA# 8900204419
* Dreyfus BASIC U.S. Government
Money Market Fund DDA# 8900204427
* the fund name
* your account number
* name(s) of investor(s)
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.
TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.
Via the Internet
COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
<PAGE 20>
TO SELL SHARES
Write a redemption check OR write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see "Account
Policies -- Selling Shares").
Mail your request to: The Dreyfus Family of Funds P.O. Box 9671, Providence, RI
02940-9671
WIRE Be sure the fund has your bank account information on file. Call us to
request your transaction. Proceeds will be wired to your bank.
TELETRANSFER Be sure the fund has your bank account information on file. Call
us to request your transaction. Proceeds will be sent to your bank by electronic
check.
CHECK Call us to request your transaction. A check will be sent to the address
of record.
To reach Dreyfus, call toll free in the U.S.
1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
THE DREYFUS FAMILY OF FUNDS
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$5,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
Your Investment
<PAGE 21>
INSTRUCTIONS FOR IRAS
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company, Custodian P.O. Box 6427, Providence, RI 02940-6427
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.
Mail in the slip and the check (see "To Open an Account" at left).
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 02100018
* Dreyfus BASIC Money Market Fund
DDA# 8900204419
* Dreyfus BASIC U.S. Government
Money Market Fund DDA# 8900204427
* the fund name
* your account number
* name(s) of investor(s)
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.
TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.
Via the Internet
COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
<PAGE 22>
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required.
Mail in your request (see "To Open an Account" at left).
To reach Dreyfus, call toll free in the U.S.
1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
THE DREYFUS TRUST COMPANY, CUSTODIAN
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$5,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
Your Investment
<PAGE 23>
NOTES
<PAGE>
<PAGE>
For More Information
Dreyfus BASIC Money Market Fund, Inc.
-----------------------------
SEC file number: 811-6604
Dreyfus BASIC U.S. Government Money Market Fund
-----------------------------
SEC file number: 811-6606
More information on these funds is available free upon
request, including the following:
Annual/Semiannual Report
Describes a fund's performance, lists portfolio holdings
and contains a letter from the fund's manager discussing
recent market conditions, economic trends and fund
strategies that significantly affected the fund's
performance during the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about a fund and its policies. A
current combined SAI is on file with the Securities and
Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this
prospectus).
To obtain information:
BY TELEPHONE Call 1-800-645-6561
BY MAIL Write to: The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
BY E-MAIL Send your request to [email protected]
ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from:
SEC
http://www.sec.gov
DREYFUS
http://www.dreyfus.com
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
(c) 1999 Dreyfus Service Corporation 123/124P0799
<PAGE>
DREYFUS BASIC MONEY MARKET FUND, INC.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
COMBINED STATEMENT OF ADDITIONAL INFORMATION
JULY 1, 1999
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 July 1, 1999, 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 one of the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. -- Call 516-794-5452
Each Fund's most recent Annual Report and Semi-Annual Report to
Shareholders is a separate document supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
report of independent auditors appearing in the Annual Report are
incorporated by reference into this Statement of Additional Information.
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 your convenience to provide you with the opportunity to consider
two investment choices in one document.
TABLE OF CONTENTS
Description of the Funds.....................................B-2
Management of the Funds .....................................B-11
Management Arrangements .....................................B-17
How to Buy Shares ...........................................B-19
Shareholder Services Plan ...................................B-21
How to Redeem Shares ........................................B-22
Shareholder Services ........................................B-25
Determination of Net Asset Value ............................B-27
Portfolio Transactions ......................................B-27
Dividends, Distributions and Taxes ..........................B-28
Yield Information ...........................................B-29
Information About the Funds .................................B-30
Counsel and Independent Auditors ............................B-33
Appendix A ..................................................B-34
Appendix B ..................................................B-36
DESCRIPTION OF THE FUNDS
The Money Fund is a Maryland corporation formed March 17, 1992 that
commenced operations on April 24, 1992. The Government Money Fund is a
Massachusetts business trust that commenced operations on April 24, 1992.
Each Fund is an open-end, management investment company, known as a money
market mutual fund.
The Dreyfus Corporation (the "Manager") serves as each Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of each Fund's shares.
Certain Portfolio Securities
The following information supplements and should be read in conjunction
with the Funds' Prospectus.
U.S. Government Securities. (Government Money Fund and Money Fund)
Each Fund may invest in securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities, which include U.S. Treasury
securities, that differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so,
since it is not so obligated by law.
Bank Obligations. (Money Fund only) The Money Fund will invest at
least 25% of its assets in bank obligations. The Fund may purchase
certificates of deposit, time deposits, bankers' acceptances and other short-
term obligations issued by domestic banks, foreign subsidiaries or foreign
branches of domestic banks, and domestic and foreign branches of foreign
banks.
Certificates of deposit ("CDs") are negotiable certificates evidencing
the obligation of a bank to repay funds deposited with it for a specified
period of time.
Time deposits ("TDs") are non-negotiable deposits maintained in a
banking institution for a specified period of time (in no event longer than
seven days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and the drawer to pay the face
amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or
variable interest rates.
As a result of Federal and state laws and regulations, domestic
banks whose CDs may be purchased by the Fund are, among other things,
required to maintain specified levels of reserves, limited in the amounts
which they can loan to a single borrower and subject to other regulations
designed to promote financial soundness. 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 CDs may be purchased by the Money Fund are insured by the FDIC
(although such insurance may not be of material benefit to the Money Fund,
depending upon the principal amount of the CDs of each bank held by the
Money Fund) and are subject to Federal examination and to a substantial body
of Federal law and regulation. However, not all of such laws and
regulations apply to the foreign branches of domestic banks.
Obligations of foreign subsidiaries or foreign branches of domestic
banks, and domestic and foreign branches of foreign banks, such as CDs and
TDs, may be general obligations of the parent banks in addition to the
issuing branches or may be limited by the terms of a specific obligation and
governmental regulation. Such obligations are subject to different risks
than are those of domestic banks. These risks include foreign economic and
political developments, foreign governmental restrictions that may adversely
affect payment of principal and interest on the obligations, foreign
exchange controls and foreign withholding and other taxes on interest
income. Foreign branches and subsidiaries are not necessarily subject to
the same or similar regulatory requirements as apply to domestic banks, such
as mandatory reserve requirements, loan limitations, and accounting,
auditing and financial record keeping requirements. In addition, less
information may be publicly available about a foreign branch of a domestic
bank or about a foreign bank than about a domestic bank.
Obligations of United States branches of these foreign banks may be
general obligations of the parent banks in addition to the issuing branches,
or may be limited by the terms of a specific obligation or by Federal or
state regulation as well as governmental action in the country in which the
foreign bank has its head office. A domestic branch of a foreign bank with
assets in excess of $1 billion may or may not be subject to reserve
requirements imposed by the Federal Reserve System or by the state in which
the branch is located if the branch is licensed in that state.
In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches") may be
required to: (1) pledge to the regulator, by depositing assets with a
designated bank within the state, a certain percentage of their assets as
fixed from time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a specified
percentage of the aggregate amount of liabilities of the foreign bank
payable at or through all of its agencies or branches within the state. The
deposits of Federal and State Branches generally must be insured by the FDIC
if such branches take deposits of less than $100,000.
In view of the foregoing factors associated with the purchase of CDs
and TDs issued by foreign subsidiaries or foreign branches of domestic banks
or by foreign branches or domestic branches of foreign banks, the Manager
carefully evaluates such investments on a case-by-case basis.
Commercial Paper. (Money Fund only) The Money Fund may purchase
commercial paper consisting of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by the
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.
Floating and Variable Rate Obligations. (Money Fund only) 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 Fund to invest fluctuating
amounts, at varying rates of interest, pursuant to direct arrangements
between the Fund, as lender, and the borrower. These obligations permit
daily changes in the amounts borrowed. Because these obligations are direct
lending arrangements between the lender and borrower, it is not contemplated
that such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value, plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand.
Repurchase Agreements. (Government Money Fund and Money Fund) Each
Fund may enter into repurchase agreements with certain banks or non-bank
dealers. In a repurchase agreement, the Fund buys, and the seller agrees to
repurchase, a security at a mutually agreed upon time and price (usually
within seven days). The repurchase agreement thereby determines the yield
during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. The Fund's
custodian or sub-custodian will have custody of, and will hold in a
segregated account, securities acquired by the series under a repurchase
agreement. Repurchase agreements are considered by the staff of the
Securities and Exchange Commission to be loans by the series which enters
into them. Repurchase agreements could involve risks in the event of a
default or insolvency of the other party to the agreement, including the
possible delays or restrictions upon the Fund's ability to dispose of the
underlying securities. In an attempt to reduce the risk of incurring a loss
on a repurchase agreement, the Fund will enter into repurchase agreements
only with domestic banks with total assets in excess of $1 billion, or
primary government securities dealers reporting to the Federal Reserve Bank
of New York, with respect to securities of the type in which the Fund may
invest or government securities regardless of their remaining maturities,
and will require that additional securities be deposited with it if the
value of the securities purchased should decrease below resale price.
Participation Interests. (Money Fund only) The Money Fund may purchase
from financial institutions participation interests in securities in which
the Fund may invest. A participation interest gives the 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 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 Manager must have
determined that the instrument is of comparable quality to those instruments
in which the Fund may invest. For certain participation interests, the 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 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.
Asset-Backed Securities. (Money Fund only) The Money Fund may purchase
asset-backed securities, which are securities issued by special purpose
entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities
and, in certain cases, supported by letters of credit, surety bonds or other
forms of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institution providing the credit support.
Municipal Obligations. (Money Fund only) The Money Fund may purchase
municipal obligations which are debt obligations issued by states,
territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities,
or multistate agencies or authorities. Municipal obligations bear fixed,
floating or variable rates of interest. While, in general, municipal
obligations are tax exempt securities having relatively low yields as
compared to taxable, non-municipal obligations of similar quality, certain
municipal obligations are taxable obligations, offering yields comparable
to, and in some cases greater than, the yields available on other
permissible Fund investments. Taxable municipal obligations may include
"private activity bonds" that are issued by or on behalf of states or
political subdivisions thereof to finance facilities for charitable
institutions or privately-owned or operated facilities. The payment of the
principal and interest on private activity bonds is not backed by a pledge
of tax revenues and is dependent solely on the ability of the facility's
user to meet its financial obligations. Taxable municipal obligations also
may include remarketed certificates of participation. Dividends received by
shareholders on Fund shares which are attributable to interest income
received by the Fund from municipal obligations, the ratings of which
correspond with the ratings of other permissible Money Fund investments.
The Fund currently intends to invest no more than 25% of its total assets in
municipal obligations. However, this percentage may be varied from time to
time without shareholder approval.
Illiquid Securities. (Money Fund only) 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 Money 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.
By investing in these securities, the Money Fund is subject to a risk that
should the Money Fund desire to sell them when a ready buyer is not
available at a price the Money Fund deems representative of their value, the
value of the Money Fund's net assets could be adversely affected.
Investment Techniques
The following information supplements and should be read in conjunction
with each Fund's Prospectus.
Borrowing Money. (Government Money Fund and Money Fund) The Money
Fund may borrow money, including in connection with the entry into reverse
repurchase agreements described below, provided that it maintains continuous
asset coverage (that is, total assets including borrowings, less liabilities
exclusive of borrowings) of 300% of the amount borrowed. 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. As to each Fund, while borrowings exceed 5% of the
Fund's total assets, the Fund will not make any additional investments.
Lending Portfolio Securities. (Money Fund only) The Money Fund may
lend securities from its portfolio to brokers, dealers and other
institutional investors needing to borrow securities to complete certain
transactions. The Fund continues to be entitled to payments in amounts
equal to the interest or other distributions payable on the loaned
securities which affords the Fund an opportunity to earn interest on the
amount of the loan and on the loaned securities' collateral. Loans of
portfolio securities may not exceed 33-1/3% of the value of the Fund's total
assets, and the Fund will receive collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit which will be
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. Such loans are terminable by the
Fund at any time upon specified notice. The 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. In connection with its
securities lending transactions, the Fund may return to the borrower or a
third party which is unaffiliated with the Fund, and which is acting as a
"placing broker," a part of the interest earned from the investment of
collateral received for securities loaned.
Forward Commitments. (Money Fund only) The Money Fund may purchase
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when
the Fund enters into the commitment, but the Fund does not make payment
until it receives delivery from the counterparty. The Fund will commit 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 Fund will not accrue income in respect
of a security purchased on a forward commitment basis prior to its stated
delivery date. The Fund will set aside in a segregated account permissible
liquid assets at least equal at all times to the amount of the purchase
commitments.
Securities purchased on a forward commitment or when-issued basis are
subject to changes in value (generally changing in the same way, i.e.,
appreciating when interest rates decline and depreciating when interest
rates rise) based upon the public's perception of the creditworthiness of
the issuer and changes, real or anticipated, in the level of interest rates.
Securities purchased on a forward commitment or when-issued basis may expose
the Fund to risks because they may experience such fluctuations prior to
their actual delivery. Purchasing securities on a when-issued basis can
involve the additional risk that the yield available in the market when the
delivery takes place actually may be higher than that obtained in the
transaction itself. Purchasing securities on a forward commitment or when-
issued basis when the Fund is fully or almost fully invested may result in
greater potential fluctuation in the value of the Fund's net assets and its
net asset value per share.
Reverse Repurchase Agreements. (Money Fund only) The Money Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. At an agreed upon future date, the Fund
repurchases the security, at principal, plus accrued interest. As a result
of these transactions, the Fund is exposed to greater potential fluctuations
in the value of its assets and its net asset value per share. These
transactions will be subject to interest costs which may or may not be
recovered by appreciation of the securities purchased; in certain cases,
interest costs on the money borrowed may exceed the return received on the
securities purchased. The Fund's Board has considered the risks to the Fund
and its shareholders which may result from the entry into reverse repurchase
agreements and has determined that the entry into such agreements is
consistent with the Fund's investment objective and management policies. To
the extent the Fund enters into reverse repurchase agreements, the Fund will
maintain in a segregated account permissible liquid assets 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.
Investment Considerations and Risks
General. (Government Money Fund and Money Fund). Each Fund is
designed to benefit investors who do not engage in frequent redemptions or
exchanges of the Fund's shares. Because charges may apply to redemptions
and exchanges of Fund shares in accounts with balances of less than $50,000,
neither Fund may be an appropriate investment for an investor who does not
maintain a $50,000 balance and 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.
Foreign Securities. (Money Fund only) Since the Money Fund's
portfolio may contain U.S. dollar denominated securities issued by foreign
governments, or any of their political subdivisions, agencies or
instrumentalities, and by foreign subsidiaries and foreign branches of
domestic banks, domestic and foreign branches of foreign banks, and
commercial paper issued by foreign issuers, the 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.
Such risks include possible future political and economic developments,
seizure or nationalization of foreign deposits, imposition of foreign
withholding taxes on interest income payable on the securities,
establishment of exchange controls, or the adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities.
Bank Securities. (Money Fund only) To the extent the Money Fund's
investments are concentrated in the banking industry, the 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 the credit losses. In addition, the
value of the investment return on the Fund's shares could be affected by
economic or regulatory developments in or related to the banking industry,
and the effects of competition within the banking industry as well as with
other types of financial institutions. The 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.
Simultaneous Investments. (Government Money Fund and Money Fund)
Investment decisions for each Fund are made independently from those of
other investment companies advised by the Manager. If, however, such other
investment companies desire to invest in, or dispose of, the same securities
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.
Investment Restrictions
Money Fund. The Money Fund's investment objective is a fundamental
policy, which cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940, as amended (the
"1940 Act")) of the Fund's outstanding voting shares. In addition, the
Money Fund has adopted investment restrictions numbered 1 through 7 as
fundamental policies. Investment restrictions numbered 8 through 14 are not
fundamental policies and may be changed by vote of a majority of the Fund's
Board members 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 indices, and options on futures contracts and indices.
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.
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 1940 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 (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, futures contracts, including those relating to indices, and options
on futures contracts or indices.
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.
* * *
Government Money Fund. The Government Money Fund's investment
objective is a fundamental policy, which cannot be changed without approval
by the holders of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting shares. In addition, the Government Money Fund has
adopted investment restrictions numbered 1 through 6 as fundamental
policies. Investment restrictions numbered 7 through 12 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board
members 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 indices, and options on futures contracts or indices.
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 1940 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.
MANAGEMENT OF THE FUNDS
Each Fund's Board is responsible for the management and supervision of
the Fund. The Board approves all significant agreements between the Fund
and those companies that furnish services to the Fund. These companies are
as follows:
The Dreyfus Corporation...............Investment Adviser
Premier Mutual Fund Services, Inc. ...Distributor
Dreyfus Transfer, Inc. ...............Transfer Agent
The Bank of New York ...............Custodian
Board members and officers of each Fund, together with information as
to their principal business occupations during at least the last five years,
are shown below.
Board Members of the Funds
JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He also is a
director of The Noel Group, Inc., a venture capital company (for which,
from February 1995 until November 1997, he was Chairman of the Board),
The Muscular Dystrophy Association, HealthPlan Services Corporation, a
provider of marketing, administrative and risk management services to
health and other benefit programs, Carlyle Industries, Inc. (formerly,
Belding Heminway Company, Inc.), a button packager and distributor,
Career Blazers, Inc. (formerly, Staffing Resources, Inc.), a temporary
placement agency, and Century Business Services, Inc. (formerly,
International Alliance Services, Inc.), a provider of various
outsourcing functions for small and medium sized companies. For more
than five years prior to January 1995, he was President, a director
and, until August 1994, Chief Operating Officer of the Manager and
Executive Vice President and a director of Dreyfus Service Corporation,
a wholly-owned subsidiary of the Manager and, until August 24, 1994,
the Fund's distributor. From August 1994 until December 31, 1994, he
was a director of Mellon Bank Corporation. He is 56 years old and his
address is 200 Park Avenue, New York, New York 10166.
DAVID W. BURKE, Board Member. Retired. From August 1995 to November 1998,
he was Chairman of the Broadcasting Board of Governors, an independent
Board within the United States Information Agency. From August 1994 to
December 31, 1994, he was a consultant to the Manager and from October
1990 to August 1994, he was Vice President and Chief Administrative
Officer of the Manager. From 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. He is 63 years old and his address is 197 Eighth Street,
Charleston, Massachusetts 02642.
DIANE DUNST, Board Member. 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.
She is 59 years old and her address is 1172 Park Avenue, New York, New
York 10128.
ROSALIND GERSTEN JACOBS, Board Member. Merchandise and Marketing
Consultant. From 1977 to 1998 Director of Merchandising and Marketing
of Corporate Property Investors, a real estate investment company.
From 1974 to 1976, she was owner and manager of a merchandise and
marketing consulting firm. Prior to 1974, she was a Vice President of
Macy's, New York. She is 73 years old and her address is c/o Corporate
Property Investors, 305 East 47th Street, New York, New York 10017.
JAY I. MELTZER, Board Member. Physician engaged in private practice
specializing in internal medicine. He is a Clinical Professor of
Medicine at Columbia University, College of Physicians and Surgeons, an
Adjunct Clinical Professor at Cornell Medical College, a Consultant in
Medicine at Memorial Sloan-Kettering Hospital. He teaches in the
section on Society and Medicine and supervisors, a group of medical
ethics Fellows. He writes a monthly commentary on medical affairs for
the Medical Herald. He is 70 years old and his address is 903 Park
Avenue, New York, New York 10021.
DANIEL ROSE, Board Member. Vice Chairman of Rose Associates, Inc., a New
York based real estate development and management firm. Pursuant to a
Presidential appointment in July 1994, Mr. Rose serves as a Director of
the Baltic-American Enterprise Fund, which makes equity investments and
loans, and provides technical business assistance to new business
concerns in the Baltic States. He also is Chairman of the Housing
Committee of The Real Estate Board of New York, Inc. He is 69 years
old and his address is c/o Rose Associates, Inc., 200 Madison Avenue,
New York, New York 10016.
WARREN B. RUDMAN, Board Member. Since January 1993, Partner in the law firm
Paul, Weiss, Rifkind, Wharton & Garrison and since May 1995, a director
of Collins & Aikman Corporation. Also, since January 1993, Mr. Rudman
has served as a director of Chubb Corporation and of the Raytheon
Company, and as a trustee of Boston College. He is also a member of
the President's Foreign Intelligence Advisory Board (as Vice Chairman
through February 1998 and currently as Chairman). Mr. Rudman also
serves as a member of the Senior Advisory Board of the Institute of
Politics of the Kennedy School of Government at Harvard University.
From January 1981 to January 1993, Mr. Rudman served as a United States
Senator from the State of New Hampshire. From January 1993 to December
1994, Mr. Rudman served as Chairman of the Federal Reserve Bank of
Boston. He is 69 years old and his address is c/o Paul, Weiss,
Rifkind, Wharton & Garrison, 1615 L Street, N.W., Suite 1300,
Washington D.C. 20036.
SANDER VANOCUR, Board Member. Since January 1992, President of Old Owl
Communications, a full-service communications firm. From May 1995 to
June 1996, he was a Professional in Residence at the Freedom Forum in
Arlington, VA and from January 1994 to May 1997, he served as a
Visiting Professional Scholar at the Freedom Forum First Amendment
Center at Vanderbilt University. From November 1989 to November 1995,
he was 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 1977 to December 1991, he was Anchor of
the ABC News program "Business World," a weekly business program on the
ABC television network. He is 71 years old and his address is 2626
Sycamore Canyon, Santa Barbara, California 93108.
For so long as a Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Board members of the Fund
who are not "interested persons" of the Fund, as defined in the 1940 Act,
will be selected and nominated by the Board members who are not "interested
persons" of the Fund.
Each Fund typically pays its Board members an annual retainer and a per
meeting fee and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amount of
fees and expenses paid to Board members by each Fund for the fiscal year
ended February 28, 1999, and by all other funds in the Dreyfus Family of
Funds for which such person is a Board member (the number of which is set
forth in parenthesis next to each Board member's total compensation)* for
the year ended December 31, 1998, were as follows:
Total
Aggregate Compensation from
Name of Board Compensation from Funds and Fund
Member each Fund** Complex Paid to Board
Member
- ---------------- ----------------- ---------------------
Joseph S. DiMartino $619,660(187)
Money Fund $3,750
Government Money Fund $3,750
David W. Burke $233,500(62)
Money Fund $3,000
Government Money Fund $3,000
Diane Dunst $ 37,750(16)
Money Fund $3,000
Government Money Fund $3,000
Rosalind Gersten Jacobs $ 84,000(44)
Money Fund $2,750
Government Money Fund $2,750
Jay I. Meltzer $ 34,000(16)
Money Fund $2,750
Government Money Fund $2,750
Daniel Rose $ 76,250(30)
Money Fund $3,000
Government Money Fund $3,000
Warren B. Rudman $82,000(25)
Money Fund $2,750
Government Money Fund $2,750
Sander Vanocur $76,250(30)
Money Fund $3,000
Government Money Fund $3,000
_______________________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $1,039 and $897.31 for all Board members of the
Money Fund and Government Money Fund, respectively, as a group.
** Represents the number of separate portfolios comprising the investment
companies in the Fund Complex, including the Funds, for which the Board
member serves.
Officers of the Funds
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., and an officer of other investment companies
advised or administered by the Manager. She is 41 years old.
MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President
and General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
August 1996 to March 1998, she was Vice President and Assistant General
Counsel for Loomis, Sayles & Company, L.P. From January 1986 to July
1996, she was an associate with the law firm of Ropes & Gray. She is
39 years old.
STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant
Treasurer. Vice President and Client Development Manager of Funds
Distributor, Inc., and an officer of other investment companies advised
or administered by the Manager. From April 1997 to March 1998, she was
employed as a Relationship Manager with Citibank, N.A. From August
1995 to April 1997, she was an Assistant Vice President with Hudson
Valley Bank, and from September 1990 to August 1995, she was Second
Vice President with Chase Manhattan Bank. She is 30 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of
the Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
September 1989 to July 1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc. She is 34 years old.
GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice
President and Client Service Director of Funds Distributor, Inc., and
an officer of other investment companies advised or administered by the
Manager. From June 1995 to March 1998, he was Senior Vice President
and Senior Key Account Manager for Putnam Mutual Funds. From May 1994
to June 1995, he was Director of Business Development for First Data
Corporation. He is 44 years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 36 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
April 1993 to January 1995, he was a Senior Fund Accountant for
Investors Bank & Trust Company. He is 30 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of Funds Distributor,
Inc., and an officer of other investment companies advised or
administered by the Manager. From April 1994 to July 1996, he was
Assistant Counsel at Forum Financial Group. He is 34 years old.
KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From July 1994 to November 1995, she was a Fund Accountant
for Investors Bank & Trust Company. She is 26 years old.
ELBA VASQUEZ, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
March 1990 to May 1996, she was employed by U.S. Trust Company of New
York where she held various sales and marketing positions. She is 37
years old.
The address of each officer of the Funds is 200 Park Avenue, New York,
New York 10166.
Each Fund's Board members and officers, as a group, owned less than 1%
of the Fund's shares outstanding on ________, 1999.
MANAGEMENT ARRANGEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under the Federal
Bank Holding Company Act of 1956, as amended. Mellon provides a
comprehensive range of financial products and services in domestic and
selected international markets. Mellon is among the twenty-five largest
bank holding companies in the United States based on total assets.
The Manager provides management services pursuant to separate
Management Agreements (respectively, the "Agreement") dated August 24, 1994
with respect to each Fund. As to each Fund, the Agreement is subject to
annual approval by (i) the Fund's Board or (ii) vote of a majority (as
defined in the 1940 Act) of the 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
1940 Act) of the Fund or the Manager, by vote cast in person at a meeting
called for the purpose of voting on such approval. Each Agreement was
approved by shareholders on August 3, 1994, and was last approved by the
Fund's Board, including a majority of the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Fund or the
Manager, at a meeting held on February 3, 1999. As to each Fund, the
Agreement is terminable without penalty, on 60 days' notice, by the Fund's
Board or by vote of the holders of a majority of the 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 1940 Act).
The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment
Officer and a director; Thomas F. Eggers, Vice Chairman-Institutional and a
director; Lawrence S. Kash, Vice Chairman and a director; J. David Officer,
Vice Chairman and a director; Ronald P. O'Hanley III, Vice Chairman;
William T. Sandalls, Jr., Executive Vice President; Mark N. Jacobs, Vice
President, General Counsel and Secretary; Diane P. Durnin, Vice President -
Product Development; Patrice M. Kozlowski, Vice President-Corporate
Communications; Mary Beth Leibig, Vice President-Human Resources; Andrew
S. Wasser, Vice President-Information Systems; Theodore A. Schachar, Vice
President; Wendy Strutt, Vice President; Richard Terres, Vice President;
William H. Maresca, Controller; James Bitetto, Assistant Secretary; Steven
F. Newman, Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt,
Steven G. Elliott, Martin C. McGuinn, Richard W. Sabo and Richard F. Syron,
directors.
The Manager manages each Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board. The Manager is responsible for investment decisions, and provides
each Fund with portfolio managers who are authorized by its Board to execute
purchases and sales of securities. The portfolio managers of each Fund are
Patricia A. Larkin, Bernard Kiernan and Thomas Riordan. 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.
The Manager maintains office facilities on behalf of each Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to such Fund. The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not
including the management fee paid by such Fund. The Distributor may use
part or all of such payments to pay securities dealers, banks or other
financial institutions in respect of these services. The Manager also may
make such advertising and promotional expenditures, using its own resources,
as it from time to time deems appropriate.
Under Dreyfus' personal securities trading policy (the "Policy"),
Dreyfus employees must preclear personal transactions in securities not
exempt under the Policy. In addition, Dreyfus employees must report their
personal securities transactions and holdings, which are reviewed for
compliance with the Policy. In that regard, Dreyfus portfolio managers and
other investment personnel also are subject to the oversight of Mellon's
Investment Ethics Committee. Dreyfus portfolio managers and other
investment personnel who comply with the Policy's preclearance and
disclosure procedures, and the requirements of the Committee, may be
permitted to purchase, sell or hold securities which also may be or are held
in fund(s) they manage or for which they otherwise provide investment
advice.
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: 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
such Fund's existence, costs of independent pricing services, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of shareholders' reports and corporate
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.
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 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. For
the fiscal years ended February 28, 1997, 1998 and 1999, the management fees
payable by the Money Fund and the Government Money Fund and the amounts
waived by the Manager were as follows:
<TABLE>
Name of Management Fee Reduction in Fee Net Fee Paid
Fund Payable
- -------- --------------- ------------------ -------------
1997 1998 1999 1997 1998 1999 1997 1998 1999
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Money Fund $9,681,910 $8,827,622 $8,958,381 $4,495,473 $4,160,978 $2,340,179 $5,186,437 $4,666,644 $6,618,202
Government $7,033,547 $6,756,753 $6,142,031 $2,809,559 $2,331,991 $2,016,617 $4,223,988 $4,424,762, $4,125,414
Money Fund
</TABLE>
As to each Fund, Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, 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 .45% of the value of the Fund's average daily net assets for the
fiscal year, the 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.
As to each Fund, the aggregate of the fees payable to the Manager is
not subject to reduction as the value of the Fund's net assets increases.
Distributor. The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as each Fund's distributor on a best efforts
basis pursuant to an agreement which is renewable annually.
Transfer and Dividend Disbursing Agent and Custodian. Dreyfus
Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the
Manager, P.O. Box 9671, Providence, Rhode Island 02940-9671, is each Fund's
transfer and dividend disbursing agent. Under a separate transfer agency
agreement with each Fund, the Transfer Agent arranges for the maintenance of
shareholder account records for such Fund, the handling of certain
communications between shareholders and such Fund and the payment of
dividends and distributions payable by such Fund. For these services, the
Transfer Agent receives a monthly fee computed on the basis of the number of
shareholder accounts it maintains for such Fund during the month, and is
reimbursed for certain out-of-pocket expenses.
The Bank of New York (the "Custodian"), 90 Washington Street, New York,
New York 10286, is each Fund's custodian. The Custodian has no part in
determining the investment policies of either Fund or which securities are
to be purchased or sold by a Fund. Under a separate custody agreement with
each Fund, the Custodian holds such Fund's securities and keeps all
necessary accounts and records. For its custody services, the Custodian
receives a monthly fee from each Fund based on the market value of the
Fund's assets held in custody and receives certain securities transactions
charges.
HOW TO BUY SHARES
General. Fund shares are sold without a sales charge. You may be
charged a fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. Stock certificates are issued
only upon your written request. No certificates are issued for fractional
shares. Each Fund reserves the right to reject any purchase order.
The minimum initial investment in each Fund is $25,000. Subsequent
investments must be at least $1,000. The initial investment must be
accompanied by the Account Application.
Shares are sold on a continuous basis at the net asset value per share
next determined after an order in proper form is received by the Transfer
Agent or other entity authorized to receive orders on behalf of the Fund.
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 the 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."
Using Federal Funds. The Transfer Agent or your Fund may attempt to
notify you 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 you are a customer of a securities dealer, bank or other
financial institution and your 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 your behalf, will complete the conversion into, or
itself advance, Federal Funds generally on the business day following
receipt of your order. The order is effective only when so converted and
received by the Transfer Agent. If you have a sufficient Federal Funds or
cash balance in your brokerage account with a securities dealer, bank or
other financial institution, your order to purchase a Fund's shares will
become effective on the day that the order, including Federal Funds, is
received by the Transfer Agent.
Dreyfus TeleTransfer Privilege. You may purchase Fund shares by
telephone if you have checked the appropriate box and supplied the necessary
information on the Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred between the
bank account designated in one of these documents and your Fund account.
Only a bank account maintained in a domestic financial institution which is
an Automated Clearing House ("ACH") member may be so designated.
Dreyfus TeleTransfer purchase orders may be made at any time. Purchase
orders received by 4:00 p.m., New York time, on any business day that the
Transfer Agent and the New York Stock Exchange are open for business will be
credited to the shareholder's Fund account on the next bank business day
following such purchase order. Purchase orders made after 4:00 p.m., New
York time, on any business day the Transfer Agent and the New York Stock
Exchange are open for business, or orders made on Saturday, Sunday or any
Fund holiday (e.g., when the New York Stock Exchange is not open for
business), will be credited to the shareholder's Fund account on the second
bank business day following such purchase order. To qualify to use Dreyfus
TeleTransfer, the initial payment for purchase of Fund shares must be drawn
on, and redemption proceeds paid to, the same bank and account as are
designated on the Account Application or Shareholder Services Form on file.
If the proceeds of a particular redemption are to be wired to an account at
any other bank, the request must be in writing and signature-guaranteed.
See "How to Redeem Shares--Dreyfus TeleTransfer Privilege."
Transactions Through Securities Dealers. Each Fund's shares may be
purchased and redeemed through securities dealers which may charge a
transaction fee for such services. Some dealers will place the respective
Fund's shares in an account with their firm. Dealers also may require the
following: that the customer not take physical delivery of stock
certificates; the customer not request redemption checks to be issued in the
customer's name; fractional shares not be purchased; monthly income
distributions be taken in cash; or other conditions.
There is no sales or service charge imposed by a Fund or the
Distributor, although investment dealers, banks and other financial
institutions may make reasonable charges to investors for their services.
The services provided and the applicable fees are established by each dealer
or other institutions acting independently of the 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 a Fund directly from the Fund without imposition of any
maintenance or service charges, other than those already described herein.
Reopening an Account. You 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.
SHAREHOLDER SERVICES PLAN
Each Fund has adopted a Shareholder Services Plan (respectively, the
"Plan") pursuant to which the Fund reimburses Dreyfus Service Corporation, a
wholly-owned subsidiary of the Manager, an amount not to exceed an annual
rate of .25% of the value of the Fund's average daily net assets, for
certain allocated expenses of providing personal services and/or maintaining
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Fund's Board for its review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Fund's Board members who are
not "interested persons" (as defined in the 1940 Act) of the Fund and have
no direct or indirect financial interest in the operation of the Plan by
vote cast in person at a meeting called for the purpose of considering such
amendments. The Plan is subject to annual approval by such vote of the
Board members cast in person at a meeting called for the purpose of voting
on the Plan. The Plan was last so approved by each Fund's Board on February
3, 1999. The Plan is terminable at any time by vote of a majority of the
Board members who are not "interested persons" and have no direct or
indirect financial interest in the operation of the Plan.
For the fiscal year ended February 28, 1999, $550,109 was charged to
the Money Fund and $767,174 was charged to the Government Money Fund under
the Plan.
HOW TO REDEEM SHARES
General. 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
close out fee does not apply to exchanges out of the Fund or to wire or
Dreyfus TeleTransfer redemptions which close out an account, for each of
which a $5.00 fee may apply; however, each Fund will waive the account
closeout fee if the closing balance in the shareholder's account on the
business day immediately preceding the effective date of such transaction is
$50,000 or more.
Check Redemption Privilege. Each Fund provides Redemption Checks
("Checks") automatically upon opening an account unless you specifically
refuse the Check Redemption Privilege by checking the applicable "No" box on
the Account Application. Checks will be sent only to the registered
owner(s) of the account and only to the address of record. The Check
Redemption Privilege may be established for an existing account by a
separate signed Shareholder Services Form. The Account Application or
Shareholder Services Form must be manually signed by the registered
owner(s). Checks are drawn on your Fund's account and 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 your
agent, will cause the Fund to redeem a sufficient number of shares in your
account to cover the amount of the Check and the $2.00 charge. The fee will
be waived if the closing balance in the shareholder's account on the
business day immediately preceding the effective date of the transaction is
$50,000 or more. Dividends are earned until the Check clears. After
clearance, a copy of the Check will be returned to you. You 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.
You should date your Checks with the current date when you write them.
Please do not postdate your Checks. If you do, the Transfer Agent will
honor, upon presentment, even if presented before the date of the check, all
postdated Checks which are dated within six months of presentment of
payment, if they are otherwise in good order. If you hold shares in a
Dreyfus sponsored IRA account, you may be permitted to make withdrawals from
your IRA account using checks furnished to you by The Dreyfus Trust Company.
Checks are free, but the Transfer Agent will impose a fee for stopping
payment of a Check upon your request or if the Transfer Agent cannot honor a
Check due to insufficient funds or other valid reason. If the amount of the
Check is greater than the value of the shares in your 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, you authorize the
Transfer Agent to act on wire, telephone or letter redemption instructions
from any person representing himself or herself to be you, and reasonably
believed by the Transfer Agent to be genuine. You will be charged a $5.00
fee for each wire redemption, which will be deducted from your account and
paid to the Transfer Agent. The fee will be waived if the closing balance
in the shareholder's account on the business day immediately preceding the
effective date of the transaction is $50,000 or more. 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 ($5,000 minimum) will be
transferred by Federal Reserve wire only to the commercial bank account
specified by you on the Account Application or Shareholder Services Form, or
to a correspondent bank if your bank is not a member of the Federal Reserve
System. Fees ordinarily are imposed by such bank and borne by the investor.
Immediate notification by the correspondent bank to your bank is necessary
to avoid a delay in crediting the funds to your bank account.
If you have access to telegraphic equipment, you 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
If you do not have direct access to telegraphic equipment, you may have
the wire transmitted by contacting a TRT Cables operator at 1-800-654-7171,
toll free. You 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."
Dreyfus TeleTransfer Privilege. You may request by telephone that
redemption proceeds be transferred between your Fund account and your bank
account. Only a bank account maintained in a domestic financial institution
which is an ACH member may be designated. Holders of jointly registered
Fund or bank accounts may redeem through the Dreyfus TeleTransfer Privilege
for transfer to their bank account not more than $250,000 within any 30-day
period. You should be aware that if you have selected the Dreyfus
TeleTransfer Privilege, any request for a wire redemption will be effected
as a Dreyfus TeleTransfer transaction through the ACH system unless more
prompt transmittal specifically is requested. Redemption proceeds will be
on deposit in your account at an ACH member bank ordinarily two business
days after receipt of the redemption request. You will be charged a $5.00
fee for each redemption made pursuant to this Privilege, which will be
deducted from your account and paid to the Transfer Agent. The fee will be
waived if the closing balance in the shareholder's account on the business
day immediately preceding the effective date of the transaction is $50,000
or more. See "How to Buy Shares--Dreyfus TeleTransfer Privilege."
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 shareholder, including
each owner of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion 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, and may accept other suitable
verification arrangements from foreign investors, such as consular
verification. For more information with respect to signature-guarantees,
please call one of the telephone numbers listed on the cover.
Redemption Commitment. 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 and is a fundamental policy of the Fund which may not be changed
without shareholder approval. 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 might be incurred.
Suspension of Redemptions. The right of redemption 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 the Fund ordinarily utilizes is restricted, or
when an emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's investments or determination of
its net asset value is not reasonably practicable, or (c) for such other
periods as the Securities and Exchange Commission by order may permit to
protect such the shareholders.
SHAREHOLDER SERVICES
Fund Exchanges. You may purchase, in exchange for shares of a Fund,
shares of certain other funds managed or administered by the Manager, to the
extent such shares are offered for sale in your state of residence. 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, you must notify the
Transfer Agent of your prior ownership of fund shares and your account
number.
To request an exchange, you must give exchange instructions to the
Transfer Agent in writing or by telephone. The ability to issue exchange
instructions by telephone is given to all Fund shareholders automatically,
unless you check the applicable "No" box on the Account Application,
indicating that you specifically refuse this privilege. By using the
Telephone Exchange Privilege, you authorize the Transfer Agent to act on
telephonic instructions (including over The Dreyfus Touchr automated
telephone system) from any person representing himself or herself to be you,
and reasonably believed by the Transfer Agent to be genuine. Telephone
exchanges may be subject to limitations as to the amount involved or the
number of telephone exchanges permitted. Shares issued in certificate form
are not eligible for telephone exchanges. 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; however, each Fund will waive
this fee if the closing balance in the shareholder's account on the business
day immediately preceding the effective date of such transaction is $50,000
or more.
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.
The Fund Exchanges service 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 by calling toll free 1-800-645-6561. Each Fund reserves the right
to reject any exchange request in whole or in part. The Fund Exchanges
service may be modified or terminated at any time upon notice to
shareholders.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows you to invest
automatically dividends or dividends and capital gain distributions, if any,
paid by a Fund in shares of another fund in the Dreyfus Family of Funds of
which you are a shareholder. Shares of other funds purchased pursuant to
this privilege will be purchased on the basis of relative net asset value
per share as follows:
A. Dividends and distributions paid by a fund may be invested without
imposition of a sales load in shares of other funds that are
offered without a sales load.
B. Dividends and distributions paid by a fund which does not charge a
sales load may be invested in shares of other funds sold with a
sales load, and the applicable sales load will be deducted.
C. Dividends and distributions paid by a fund which charges a sales
load may be invested in shares of other funds sold with a sales
load (referred to herein as "Offered Shares"), provided that, if
the sales load applicable to the Offered Shares exceeds the
maximum sales load charged by the fund from which dividends or
distributions are being swept, without giving effect to any
reduced loads, the difference will be deducted.
D. Dividends and distributions paid by a fund may be invested in
shares of other funds that impose a contingent deferred sales
charge ("CDSC") and the applicable CDSC, if any, will be imposed
upon redemption of such shares.
DETERMINATION OF NET ASSET VALUE
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 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 shareholders, procedures
reasonably designed to stabilize the Fund's price per share as computed for
purposes of purchases and redemptions at $1.00. Such procedures include
review of the Fund's portfolio holdings at such intervals as deemed appropri
ate, to determine whether the Fund's net asset value calculated by using
available market quotations or market equivalents deviates from $1.00 per
share based on amortized cost. In such review, investments for which market
quotations are readily available will be valued at the most recent bid price
or yield equivalent for such securities or for securities of comparable
maturity, quality and type, as obtained from one or more of the major market
makers for the securities to be valued. Other investments and assets will
be valued at fair value as determined in good faith by the Board.
The extent of any deviation between 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 Board. If such deviation exceeds
1/2%, the Board will consider what actions, if any, will be initiated. In
the event a Fund's Board determines that a deviation exists which may result
in material dilution or other unfair results to investors or existing
shareholders, it has agreed to take such corrective action as it regards as
necessary and appropriate, including: selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity; withholding dividends or paying distributions from capital or
capital gains; redeeming shares in kind; or establishing a net asset value
per share by using available market quotations or market equivalents.
New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange and the Transfer Agent are closed currently are:
New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. In addition, the
New York Stock Exchange is closed on Good Friday.
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 portfolio managers
of a Fund in their best judgment. The primary consideration is prompt and
effective execution of orders at the most favorable price. Subject to that
primary consideration, dealers may be selected for research, statistical or
other services to enable the Manager to supplement its own research and
analysis with the views and information of other securities firms and may be
selected based upon their sales of shares of a Fund or other funds advised
by the Manager or its affiliates.
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 the Fund. Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the overall expenses of
its research department.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Management believes that each Fund has qualified for the fiscal year
ended February 28, 1999 as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). Each Fund intends
to continue to so qualify if such qualification is in the best interests of
its shareholders. Such qualification relieves the Fund of any liability for
Federal income tax to the extent its earnings are distributed in accordance
with applicable provisions of the Code. If the Fund did not qualify as a
regulated investment company, it would be treated for tax purposes as an
ordinary corporation subject to Federal income tax.
Each Fund ordinarily declares dividends from such Fund's 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. Each Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the next business day. Dividends for
each Fund are usually 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. 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. If you are an omnibus
accountholder and indicate in a partial redemption request that a portion of
any accrued dividends to which such account is entitled belongs to an
underlying accountholder who has redeemed all shares in his or her account,
such portion of the accrued dividends will be paid to you along with the
proceeds of the redemption.
If you elect to receive dividends and distributions in cash, and your
dividend or distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest
such dividend or distribution and all future dividends and distributions
payable to you in additional Fund shares at net asset value. No interest
will accrue on amounts represented by uncashed distribution or redemption
checks.
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. However, all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds
will be treated as ordinary income under Section 1276 of the Code.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gain and all or a
portion of any gain realized from the sale or other disposition of certain
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
investor claims the benefit of a lower rate specified in a tax treaty.
Distributions from net realized long-term securities gains paid by the Fund
to a foreign investor generally will not be subject to U.S. nonresident
withholding tax. However, such distributions may be subject to backup
withholding unless the foreign investor certifies his non-U.S. residency
status.
Any fee imposed by a 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
For the seven-day period ended February 28, 1999, the yield of the
Money Fund was 4.67% and its effective yield was 4.78%. For the same seven-
day period, the yield of the Government Money Fund was 4.56% and its
effective yield was 4.66%. Each Fund's yield and effective yield reflect
the waiver of a portion of the management fee by the Manager without which
the yield and effective yield for the seven-day period ended February 28,
1999 would have been, for the Money Fund, 4.52% and 4.62%, respectively,
and, for the Government Money Fund, 4.39% and 4.49%, 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. You should remember that yield is a function of the type and
quality of the instruments in the portfolio, portfolio maturity and
operating expenses. Your principal in a Fund is not guaranteed. See
"Determination of Net Asset Value" for a discussion of the manner in which a
Fund's price per share is determined.
From time to time, advertising material for the Funds may include
biographical information relating to their portfolio managers and may refer
to, or include commentary by a portfolio manager relating to investment
strategy, asset growth, current or past business, political, economic or
financial conditions and other matters of general interest to investors.
Comparative performance information may be used from time to time in
advertising or marking each Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate MonitorT, N. Palm Beach, Florida 33408,
IBC's Money Fund ReportT, Morningstar, Inc. and other industry publications.
INFORMATION ABOUT THE FUNDS
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.
The Government Money Fund is organized as an unincorporated business
trust under the laws of the Commonwealth of Massachusetts. Under
Massachusetts law, shareholders could, under certain circumstances, be held
personally liable for the obligations of the Fund. However, the Fund's
Agreement and Declaration of Trust (the "Trust Agreement") disclaims
shareholder liability for acts or obligations of the Fund and requires that
notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by the Fund or a Trustee. The Trust
Agreement provides for indemnification from the Fund's property for all
losses and expenses of any shareholder held personally liable for the
obligations of the Fund. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in
which the Fund itself would be unable to meet its obligations, a possibility
which management believes is remote. Upon payment of any liability incurred
by the Fund, the shareholder paying such liability will be entitled to
reimbursement from the general assets of the Fund. The Fund intends to
conduct its operations in such a way as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of the Fund.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for either Fund to hold annual meetings of its shareholders. As a
result, Fund shareholders may not consider each year the election of its
respective Board members or the appointment of auditors. However, the
holders of at least 10% of shares outstanding and entitled to vote may
require the Fund to hold a special meeting of shareholders for purposes of
removing a Board member from office. Shareholders may remove a Board member
by the affirmative vote of a majority, in the case of the Money Fund, or two-
thirds, in the case of the Government Money Fund, of such Fund's outstanding
voting shares. In addition, the Board will call a meeting of shareholders
for the purpose of electing Board members if, at any time, less than a
majority of the Board members then holding office have been elected by
shareholders.
Each Fund sends annual and semi-annual financial statements to all its
shareholders.
COUNSEL AND INDEPENDENT AUDITORS
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, 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 Funds' Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as independent auditors of each
Fund.
APPENDIX A
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 Ratings Group
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch IBCA, Inc.
("Fitch"), Duff & Phelps Credit Rating Co. ("Duff"), 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 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.
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.
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.
Fitch also assigns a rating to certain international and U.S. banks. A
Fitch bank rating represents its 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, Fitch uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, Fitch
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 Fitch to be a prime factor in its assessment of
credit risk. Individual Ratings, which range in gradations from A through
E, represent Fitch'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.
APPENDIX B
(This Appendix is applicable only to eligible investments of the Money Fund)
Description of certain S&P, Moody's and Fitch ratings:
S&P
Municipal Bond Ratings
An S&P municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation.
The ratings are based on current information furnished by the issuer or
obtained by S&P from other sources it considers reliable, and will include:
(1) likelihood of default-capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation; (2) nature and provisions of the obligation; and
(3) protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.
AAA
Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA
Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.
The AA rating may be modified by the addition of a plus or a minus sign,
which is used to show relative standing within the category.
Municipal Note Ratings
SP-1
The issuers of these municipal notes exhibit very strong or strong
capacity to pay principal and interest. Those issues determined to possess
overwhelming safety characteristics are given a plus (+) designation.
Commercial Paper Ratings
The rating A is the highest rating and is assigned by S&P to issues
that are regarded as having the greatest capacity for timely payment. Issues
in this category are delineated with the numbers 1, 2 and 3 to indicate the
relative degree of safety. Paper rated A-1 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.
Moody's
Municipal Bond Ratings
Aaa
Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
Aa
Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities. Generally, Moody's provides either a generic
rating or a rating with a numerical modifier of 1 for bonds in each of the
generic rating categories Aa, A, Baa, Ba and B. Moody's also provides
numerical modifiers of 2 and 3 in each of these categories for bond issues
in health care, higher education and other not-for-profit sectors; the
modifier 1 indicates that the issue ranks in the higher end of its generic
rating category; the modifier 2 indicates that the issue is in the mid-range
of the generic category; and the modifier 3 indicates that the issue is in
the low end of the generic category.
Municipal Note Ratings
Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG). Such ratings recognize
the difference between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower and short-term cyclical elements are
critical in short-term ratings, while other factors of major importance in
bond risk, long-term secular trends for example, may be less important over
the short run.
A short-term rating may also be assigned on an issue having a demand
feature. Such ratings will be designated as VMIG or, if the demand feature
is not rated, as NR. Short-term ratings on issues with demand features are
differentiated by the use of the VMIG symbol to reflect such characteristics
as payment upon periodic demand rather than fixed maturity dates and payment
relying on external liquidity. Additionally, investors should be alert to
the fact that the source of payment may be limited to the external liquidity
with no or limited legal recourse to the issuer in the event the demand is
not met.
Moody's short-term ratings are designated Moody's Investment Grade as
MIG 1 or VMIG 1 through MIG 4 or VMIG 4. As the name implies, when Moody's
assigns a MIG or VMIG rating, all categories define an investment grade
situation.
MIG 1/VMIG 1
This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
MIG 2/VMIG 2
This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.
Commercial Paper Ratings
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. Issuers rated Prime-2 (P-2) have a
strong ability for repayment of senior short-term debt obligations.
Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
Fitch
Municipal Bond Ratings
The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The ratings
take into consideration special features of the issue, its relationship to
other obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as well as the
political and economic environment that might affect the issuer's future
financial strength and credit quality.
AAA
Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA
Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is
generally rated F-1+. Plus (+) and minus (-) signs are used with the rating
symbol AA to indicate the relative position of a credit within the rating
category.
Short-Term Ratings
Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal
and investment notes.
Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings on
the existence of liquidity necessary to meet the issuer's obligations in a
timely manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1
Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-
1+.
F-2
Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.
Item 23. Exhibits
_______ __________
(1) Amended and Restated Agreement and Declaration of Trust is
incorporated by reference to Exhibit (1)(b) of Post-Effective
Amendment No. 5 to the Registration Statement on Form N-1A, filed
on May 20, 1994.
(2) Fund's By-Laws, as amended, are incorporated by reference to
Exhibit (2) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on May 20, 1994.
(4) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 6 to the Registration Statement on
Form N-1A, filed on June 21, 1995.
(5)(a) Distribution Agreement is incorporated by reference to Exhibit
(6)(a) of Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A, filed on June 21, 1995.
(5)(b) Forms of Service Agreement are incorporated by reference to
Exhibit (6)(b) of Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on May 20, 1994.
(7) Custody Agreement is incorporated by reference to Exhibit (8)(a)
of Post-Effective Amendment No. 5 to the Registration Statement on
Form N-1A, filed on May 20, 1994.
(8) Shareholder Service Plan is incorporated by reference to Exhibit
(9) of Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A, filed on June 21, 1995.
(9) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 8 to the
Registration Statement on Form N-1A, filed on June 19, 1997.
(10) Consent of Ernst & Young, LLP, Independent Auditors.
(14) Financial Data Schedule.
Item 23. Exhibits. - List (continued)
_______ _____________________________
Other Exhibits
______________
(a) Powers of Attorney.
(b) Certificate of Secretary.
Item 24. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 25. Indemnification
_______ _______________
Reference is made to Article EIGTHTH 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
May 4, 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 Post-Effective Amendment No. 5 filed on May 20, 1994,
and by the following undertaking set forth in the rules promulgated
by the Securities and Exchange Commission.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer
or controlling person of the Registrant in the successful defense
of any action, suitor 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 Distribution Agreement which is
incorporated by reference to Exhibit (6) of Post-Effective
Amendment No. 6 to the Registration Statement on Form N-1A, filed
on June 21, 1995.
Item 26. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer of
shares of investment companies sponsored by Dreyfus and of other
investment companies for which Dreyfus acts as investment
adviser, sub-Investment Advisors or administrator. Dreyfus
Management, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
<TABLE>
<CAPTION>
ITEM 26. Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser
<S> <C> <C> <C>
Name and Position
With Dreyfus Other Businesses Position Held Dates
Christopher M. Condron Franklin Portfolio Associates, LLC* Director 1/97 - Present
Chairman of the Board and
Chief Executive Officer
TBCAM Holdings, Inc.* Director 10/97 - Present
President 10/97 - 6/98
Chairman 10/97 - 6/98
The Boston Company Director 1/98 - Present
Asset Management, LLC* Chairman 1/98 - 6/98
President 1/98 - 6/98
The Boston Company President 9/95 - 1/98
Asset Management, Inc.* Chairman 4/95 - 1/98
Pareto Partners Partner Representative 11/95 - 5/97
271 Regent Street
London, England W1R 8PP
Franklin Portfolio Holdings, Inc.* Director 1/97 - Present
Certus Asset Advisors Corp.** Director 6/95 -Present
Mellon Capital Management Director 5/95 -Present
Corporation***
Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Bond Associates+ Trustee 5/95 -1/98
Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Equity Associates+ Trustee 5/95 - 1/98
Boston Safe Advisors, Inc.* Director 5/95 - Present
President 5/95 - Present
Mellon Bank, N.A. + Director 1/99 - Present
Chief Operating Officer 3/98 - Present
President 3/98 - Present
Vice Chairman 11/94 - 3/98
Mellon Bank Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Christopher M. Condron The Boston Company, Inc.* Vice Chairman 1/94 - Present
Chairman and Chief Director 5/93 - Present
Executive Officer
(Continued) Laurel Capital Advisors, LLP+ Exec. Committee 1/98 - 8/98
Member
Laurel Capital Advisors+ Trustee 10/93 - 1/98
Boston Safe Deposit and Trust Director 5/93 -Present
Company*
The Boston Company Financial President 6/89 - Present
Strategies, Inc. * Director 6/89 - Present
Mandell L. Berman Self-Employed Real Estate Consultant, 11/74 - Present
Director 29100 Northwestern Highway Residential Builder and
Suite 370 Private Investor
Southfield, MI 48034
Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 - Present
Director 1 Gorham Island
Westport, CT 06880
Mellon Bank Corporation+ Director 6/91 - Present
Mellon Bank, N.A. + Director 6/91 - Present
Dentsply International, Inc. Director 2/81 - Present
570 West College Avenue
York, PA
Quill Corporation Director 3/93 - Present
Lincolnshire, IL
Stephen E. Canter Dreyfus Investment Chairman of the Board 1/97 - Present
President, Chief Operating Advisors, Inc.++ Director 5/95 - Present
Officer, Chief Investment President 5/95 - Present
Officer, and Director
Newton Management Limited Director 2/99 - Present
London, England
Mellon Bond Associates, LLP+ Executive Committee 1/99 - Present
Member
Mellon Equity Associates, LLP+ Executive Committee 1/99 - Present
Member
Franklin Portfolio Associates, LLC* Director 2/99 - Present
Franklin Portfolio Holdings, Inc.* Director 2/99 - Present
The Boston Company Asset Director 2/99 - Present
Management, LLC*
TBCAM Holdings, Inc.* Director 2/99 - Present
Mellon Capital Management Director 1/99 - Present
Corporation***
Stephen E. Canter Founders Asset Management, LLC Member, Board of 12/97 - Present
President, Chief Operating 2930 East Third Ave. Managers
Officer, Chief Investment Denver, CO 80206 Acting Chief Executive 7/98 - 12/98
Officer, and Director Officer
(Continued)
The Dreyfus Trust Company+++ Director 6/ 95 - Present
Thomas F. Eggers Dreyfus Service Corporation++ Executive Vice President 4/96 - Present
Vice Chairman - Institutional Director 9/96 - Present
and Director
Founders Asset Management, LLC Member, Board of 2/99 - Present
2930 East Third Avenue Managers
Denver, CO 80206
Steven G. Elliott Mellon Bank Corporation+ Senior Vice Chairman 1/99 - Present
Director Chief Financial Officer 1/90 - Present
Vice Chairman 6/92 - 1/99
Treasurer 1/90 - 5/98
Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present
Vice Chairman 6/92 - 3/98
Chief Financial Officer 1/90 - Present
Mellon EFT Services Corporation Director 10/98 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Mellon Financial Services Director 1/96 - Present
Corporation #1 Vice President 1/96 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Boston Group Holdings, Inc.* Vice President 5/93 - Present
APT Holdings Corporation Treasurer 12/87 - Present
Pike Creek Operations Center
4500 New Linden Hill Road
Wilmington, DE 19808
Allomon Corporation Director 12/87 - Present
Two Mellon Bank Center
Pittsburgh, PA 15259
Collection Services Corporation Controller 10/90 - 2/99
500 Grant Street Director 9/88 - 2/99
Pittsburgh, PA 15258 Vice President 9/88 - 2/99
Treasurer 9/88 - 2/99
Mellon Financial Company+ Principal Exec. Officer 1/88 - Present
Chief Financial Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+ Chairman 7/89 - 11/97
President 4/88 - 11/97
Chief Executive Officer 4/88 - 11/97
Mellon International Investment Director 9/89 - 8/97
Corporation+
Steven G. Elliott Mellon Financial Services Treasurer 12/87 - Present
Director (Continued) Corporation # 5+
Mellon Financial Markets, Inc.+ Director 1/99 - Present
Mellon Financial Services Director 1/99 - Present
Corporation #17
Fort Lee, NJ
Mellon Mortgage Company Director 1/99 - Present
Houston, TX
Mellon Ventures, Inc. + Director 1/99 - Present
Lawrence S. Kash Dreyfus Investment Director 4/97 - Present
Vice Chairman Advisors, Inc.++
And Director
Dreyfus Brokerage Services, Inc. Chairman 11/97 - Present
401 North Maple Ave. Chief Executive Officer 11/97 - Present
Beverly Hills, CA
Dreyfus Service Corporation++ Director 1/95 - 2/99
President 9/96 - 3/99
Dreyfus Precious Metals, Inc.++ + Director 3/96 - 12/98
President 10/96 - 12/98
Dreyfus Service Director 12/94 - Present
Organization, Inc.++ President 1/97 - Present
Seven Six Seven Agency, Inc. ++ Director 1/97 - Present
Dreyfus Insurance Agency of Chairman 5/97 - Present
Massachusetts, Inc.++++ President 5/97 - Present
Director 5/97 - Present
The Dreyfus Trust Company+++ Chairman 1/97 - 1/99
President 2/97 - 1/99
Chief Executive Officer 2/97 - 1/99
Director 12/94 - Present
The Dreyfus Consumer Credit Chairman 5/97 - Present
Corporation++ President 5/97 - Present
Director 12/94 - Present
Founders Asset Management, LLC Member, Board of 12/97 - Present
2930 East Third Avenue Managers
Denver, CO. 80206
The Boston Company Advisors, Chairman 12/95 - Present
Inc. Chief Executive Officer 12/95 - Present
Wilmington, DE President 12/95 - Present
The Boston Company, Inc.* Director 5/93 - Present
President 5/93 - Present
Mellon Bank, N.A.+ Executive Vice President 6/92 - Present
Laurel Capital Advisors, LLP+ Chairman 1/98 - 8/98
Executive Committee 1/98 - 8/98
Member
Chief Executive Officer 1/98 - 8/98
President 1/98 - 8/98
Lawrence S. Kash Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Vice Chairman Chairman 9/93 - 1/98
And Director (Continued) President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Martin G. McGuinn Mellon Bank Corporation+ Chairman 1/99 - Present
Director Chief Executive Officer 1/99 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Bank, N. A. + Chairman 3/98 - Present
Chief Executive Officer 3/98 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 3/98
Mellon Leasing Corporation+ Vice Chairman 12/96 - Present
Mellon Bank (DE) National Director 4/89 - 12/98
Association
Wilmington, DE
Mellon Bank (MD) National Director 1/96 - 4/98
Association
Rockville, Maryland
Mellon Financial Vice President 9/86 - 10/97
Corporation (MD)
Rockville, Maryland
J. David Officer Dreyfus Service Corporation++ Executive Vice President 5/98 - Present
Vice Chairman Director 3/99 - Present
And Director
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Seven Six Seven Agency, Inc.++ Director 10/98 - Present
Mellon Residential Funding Corp. + Director 4/97 - Present
Mellon Trust of Florida, N.A. Director 8/97 - Present
2875 Northeast 191st Street
North Miami Beach, FL 33180
Mellon Bank, NA+ Executive Vice President 7/96 - Present
The Boston Company, Inc.* Vice Chairman 1/97 - Present
Director 7/96 - Present
Mellon Preferred Capital Director 11/96 - Present
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - Present
Services, Inc.* Director 8/96 - Present
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
J. David Officer Mellon Trust of New York Director 6/96 - Present
Vice Chairman and 1301 Avenue of the Americas
Director (Continued) New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
Mellon Bank, N.A.+ Executive Vice President 2/94 - Present
Mellon United National Bank Director 3/98 - Present
1399 SW 1st Ave., Suite 400
Miami, Florida
Boston Group Holdings, Inc.* Director 12/97 - Present
Dreyfus Financial Services Corp. + Director 9/96 - Present
Dreyfus Investment Services Director 4/96 - Present
Corporation+
Richard W. Sabo Founders Asset Management LLC President 12/98 - Present
Director 2930 East Third Avenue Chief Executive Officer 12/98 - Present
Denver, CO. 80206
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
Richard F. Syron American Stock Exchange Chairman 4/94 - Present
Director 86 Trinity Place Chief Executive Officer 4/94 - Present
New York, NY 10006
Ronald P. O'Hanley Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
TBCAM Holdings, Inc.* Chairman 6/98 - Present
Director 10/97 - Present
The Boston Company Asset Chairman 6/98 - Present
Management, LLC* Director 1/98 - 6/98
The Boston Company Asset Director 2/97 - 12/97
Management, Inc. *
Boston Safe Advisors, Inc.* Chairman 6/97 - Present
Director 2/97 - Present
Pareto Partners Partner Representative 5/97 - Present
271 Regent Street
London, England W1R 8PP
Mellon Capital Management Director 5/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon Equity Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon-France Corporation+ Director 3/97 - Present
Ronald P. O'Hanley Laurel Capital Advisors+ Trustee 3/97 - Present
Vice Chairman (Continued)
Mark N. Jacobs Dreyfus Investment Director 4/97 - Present
General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98
Vice President, and
Secretary The Dreyfus Trust Company+++ Director 3/96 - Present
The TruePenny Corporation++ President 10/98 - Present
Director 3/96 - Present
Dreyfus Service Director 3/97 - Present
Organization, Inc.++
William H. Maresca The Dreyfus Trust Company+++ Director 3/97 - Present
Controller
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Dreyfus Consumer Credit Corp. ++ Treasurer 10/98 -Present
Dreyfus Investment Treasurer 10/98 - Present
Advisors, Inc. ++
Dreyfus-Lincoln, Inc. Vice President 10/98 - Present
4500 New Linden Hill Road
Wilmington, DE 19808
The TruePenny Corporation++ Vice President 10/98 - Present
Dreyfus Precious Metals, Inc. +++ Treasurer 10/98 - 12/98
The Trotwood Corporation++ Vice President 10/98 - Present
Trotwood Hunters Corporation++ Vice President 10/98 - Present
Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present
Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present
One American Express Plaza,
Providence, RI 02903
Dreyfus Service Assistant Treasurer 3/93 - Present
Organization, Inc.++
Dreyfus Insurance Agency of Assistant Treasurer 5/98 - Present
Massachusetts, Inc.++++
William T. Sandalls, Jr. Dreyfus Transfer, Inc. Chairman 2/97 - Present
Executive Vice President One American Express Plaza,
Providence, RI 02903
Dreyfus Service Corporation++ Director 1/96 - Present
Executive Vice President 2/97 - Present
Chief Financial Officer 2/97-12/98
Dreyfus Investment Director 1/96 - Present
Advisors, Inc.++ Treasurer 1/96 - 10/98
William T. Sandalls, Jr. Dreyfus-Lincoln, Inc. Director 12/96 - Present
Executive Vice President 4500 New Linden Hill Road President 1/97 - Present
(Continued) Wilmington, DE 19808
Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98
Treasurer 10/96 - 10/98
The Dreyfus Consumer Director 1/96 - Present
Credit Corp.++ Vice President 1/96 - Present
Treasurer 1/97 - 10/98
Dreyfus Partnership President 1/97 - 6/97
Management, Inc.++ Director 1/96 - 6/97
Dreyfus Service Organization, Director 1/96 - 6/97
Inc.++ Executive Vice President 1/96 - 6/97
Treasurer 10/96- Present
Dreyfus Insurance Agency of Director 5/97 - Present
Massachusetts, Inc.++++ Treasurer 5/97- Present
Executive Vice President 5/97 - Present
Diane P. Durnin Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and Advertising
Development Division
Patrice M. Kozlowski None
Vice President - Corporate
Communications
Mary Beth Leibig None
Vice President -
Human Resources
Theodore A. Schachar Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
Dreyfus Investment Advisors, Inc.++ Vice President - Tax 10/96 - Present
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Inc.++ Vice President - Tax 10/96 - Present
Wendy Strutt None
Vice President
Richard Terres None
Vice President
Andrew S. Wasser Mellon Bank Corporation+ Vice President 1/95 - Present
Vice-President -
Information Systems
James Bitetto The TruePenny Corporation++ Secretary 9/98 - Present
Assistant Secretary
Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present
Dreyfus Investment Assistant Secretary 7/98 - Present
Advisors, Inc.++
Dreyfus Service Assistant Secretary 7/98 - Present
Organization, Inc.++
Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 - Present
Assistant Secretary One American Express Plaza Director 2/97 - Present
Providence, RI 02903 Secretary 2/97 - Present
Dreyfus Service Secretary 7/98 - Present
Organization, Inc.++ Assistant Secretary 5/98 - 7/98
_______________________________
* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ 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 53 State Street, Boston, Massachusetts 02109.
</TABLE>
Item 27. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management Funds
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Debt and Equity Funds
28) Dreyfus Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred 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 Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) Dreyfus Investment Portfolios
37) The Dreyfus/Laurel Funds, Inc.
38) The Dreyfus/Laurel Funds Trust
39) The Dreyfus/Laurel Tax-Free Municipal Funds
40) Dreyfus LifeTime Portfolios, Inc.
41) Dreyfus Liquid Assets, Inc.
42) Dreyfus Massachusetts Intermediate Municipal Bond Fund
43) Dreyfus Massachusetts Municipal Money Market Fund
44) Dreyfus Massachusetts Tax Exempt Bond Fund
45) Dreyfus MidCap Index Fund
46) Dreyfus Money Market Instruments, Inc.
47) Dreyfus Municipal Bond Fund, Inc.
48) Dreyfus Municipal Cash Management Plus
49) Dreyfus Municipal Money Market Fund, Inc.
50) Dreyfus New Jersey Intermediate Municipal Bond Fund
51) Dreyfus New Jersey Municipal Bond Fund, Inc.
52) Dreyfus New Jersey Municipal Money Market Fund, Inc.
53) Dreyfus New Leaders Fund, Inc.
54) Dreyfus New York Insured Tax Exempt Bond Fund
55) Dreyfus New York Municipal Cash Management
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus U.S. Treasury Intermediate Term Fund
60) Dreyfus U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Premier California Municipal Bond Fund
66) Dreyfus Premier Equity Funds, Inc.
67) Dreyfus Premier International Funds, Inc.
68) Dreyfus Premier GNMA Fund
69) Dreyfus Premier Worldwide Growth Fund, Inc.
70) Dreyfus Premier Municipal Bond Fund
71) Dreyfus Premier New York Municipal Bond Fund
72) Dreyfus Premier State Municipal Bond Fund
73) Dreyfus Premier Value Fund
74) Dreyfus Short-Intermediate Government Fund
75) Dreyfus Short-Intermediate Municipal Bond Fund
76) The Dreyfus Socially Responsible Growth Fund, Inc.
77) Dreyfus Stock Index Fund, Inc.
78) Dreyfus Tax Exempt Cash Management
79) The Dreyfus Third Century Fund, Inc.
80) Dreyfus Treasury Cash Management
81) Dreyfus Treasury Prime Cash Management
82) Dreyfus Variable Investment Fund
83) Dreyfus Worldwide Dollar Money Market Fund, Inc.
84) Founders Funds, Inc.
85) General California Municipal Bond Fund, Inc.
86) General California Municipal Money Market Fund
87) General Government Securities Money Market Fund, Inc.
88) General Money Market Fund, Inc.
89) General Municipal Bond Fund, Inc.
90) General Municipal Money Market Funds, Inc.
91) General New York Municipal Bond Fund, Inc.
92) General New York Municipal Money Market Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Chief Treasurer
Compliance Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial and Assistant
Officer Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Jean M. O'Leary+ Assistant Vice President, None
Assistant Secretary and
Assistant Clerk
William J. Nutt+ Chairman of the Board None
Patrick W. McKeon+ Vice President None
Joseph A. Vignone+ Vice President None
________________________________
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 28. Location of Accounts and Records
_______ ________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York, 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 29. Management Services
_______ ___________________
Not Applicable
Item 30. Undertakings
_______ ____________
None
SIGNATURES
____________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York on the
28th day April, 1999.
DREYSUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
BY: /s/Marie E. Connolly*
_________________________________
MARIE E. CONOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
__________________________ _______________________________ _________
/s/Marie E. Connolly* President and Treasurer 4/28/99
______________________________ (Principal Executive,
Marie E. Connolly Financial and Accounting Officer)
/s/David W. Burke* Trustee 4/28/99
______________________________
David W. Burke
/s/Joseph S. DiMartino* Trustee 4/28/99
______________________________
Joseph S. DiMartino
/s/Diane Dunst* Trustee 4/28/99
______________________________
Diane Dunst
/s/Rosalind Gersten Jacobs* Trustee 4/28/99
______________________________
Rosalind Gersten Jacobs
/s/Jay I. Meltzer* Trustee 4/28/99
______________________________
Jay I. Meltzer
/s/Daniel Rose* Trustee 4/28/99
______________________________
Daniel Rose
/s/Warren B. Rudman* Trustee 4/28/99
______________________________
Warren B. Rudman
/s/Sander Vanocur* Trustee 4/28/99
______________________________
Sander Vanocur
BY: /s/Elba Vasquez*
__________________________
Elba Vasquez,
Attorney-in-Fact
INDEX OF EXHIBITS
ITEM 23:
(10) Consent of Independent Auditors
(14) Financial Data Schedules
OTHER EXHIBITS:
(a) Powers of Attorney
(b) Certificate of Secretary
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Counsel and Independent Auditors" and to the use of our
report dated March 30, 1999, which is incorporated by reference, in this
Registration Statement (Form N-1A 33-46503) of Dreyfus BASIC U.S. Government
Money Market Fund.
ERNST & YOUNG LLP
New York, New York
April 27, 1999
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000885408
<NAME> DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-END> FEB-28-1999
<INVESTMENTS-AT-COST> 1170915
<INVESTMENTS-AT-VALUE> 1170915
<RECEIVABLES> 9666
<ASSETS-OTHER> 2296
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1182877
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 278
<TOTAL-LIABILITIES> 278
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1182932
<SHARES-COMMON-STOCK> 1182932
<SHARES-COMMON-PRIOR> 1309078
<ACCUMULATED-NII-CURRENT> 295
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (628)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1182599
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 66562
<OTHER-INCOME> 0
<EXPENSES-NET> 5498
<NET-INVESTMENT-INCOME> 61064
<REALIZED-GAINS-CURRENT> (11)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 61053
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (60956)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1024400
<NUMBER-OF-SHARES-REDEEMED> (1208431)
<SHARES-REINVESTED> 57885
<NET-CHANGE-IN-ASSETS> (126049)
<ACCUMULATED-NII-PRIOR> 187
<ACCUMULATED-GAINS-PRIOR> (617)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6142
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7515
<AVERAGE-NET-ASSETS> 1228406
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .049
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.049)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .005
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
POWER OF ATTORNEY
The undersigned hereby constitute and appoint, Margaret W. Chambers,
Marie E. Connolly, Christopher J. Kelley, Kathleen K. Morrisey, Michael
Petrucelli, Stephanie Pierce and Elba Vasquez, and each of them, with full
power to act without the other, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or
her, and in his or her name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all amendments to the
Registration Statement of Dreyfus Growth Opportunity Fund, Inc. (including
post-effective amendments and amendments thereto), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ Joseph S. DiMartino June 15, 1998
Joseph S. DiMartino
/s/ David W. Burke June 15, 1998
David W. Burke
/s/ Diane Dunst June 15, 1998
Diane Dunst
/s/ Rosalind Gersten Jacobs June 15, 1998
Rosalind Gersten Jacobs
/s/ Jay I. Meltzer June 15, 1998
Jay I. Meltzer
/s/ Daniel Rose June 15, 1998
Daniel Rose
/s/ Warren B. Rudman June 15, 1998
Warren B. Rudman
/s/ Sander Vanocur June 15, 1998
Sander Vanocur
POWER OF ATTORNEY
The undersigned hereby constitute and appoint, Margaret W. Chambers,
Christopher J. Kelley, Kathleen K. Morrisey, Michael S. Petrucelli,
Stephanie Pierce and Elba Vasquez, and each of them, with full power to act
without the other, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her, and in
his or her name, place and stead, in any and all capacities (until revoked
in writing) to sign any and all amendments to the Registration Statement of
Dreyfus Growth Opportunity Fund, Inc. (including post-effective amendments
and amendments thereto), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Marie E. Connolly June 15, 1998
Marie E. Connolly
ASSISTANT SECRETARY'S CERTIFICATE
I, Elba Vasquez, Assistant Secretary of each Fund set forth below (the
"Funds"), hereby certify the following resolution was adopted by written
consent dated on June 15, 1998 and remains in full force and effect:
RESOLVED, that the Registration Statement and any and all amendments and
supplements thereto may be signed by any one of Margaret W. Chambers, Marie
E. Connolly, Christopher J. Kelley, Kathleen K. Morrisey, Michael
Petrucelli, Stephanie Pierce and Elba Vasquez, as the attorney-in-fact for
the proper officers of the Fund, with full power of substitution and re-
substitution; 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 whom he or she is acting as attorney-in-fact, might
or could do in person.
IN WITNESS WHEREOF, I have hereunto set my hand as Assistant Secretary
of the Funds and affixed the seal this 27th day of July, 1998.
/s/ Elba Vasquez
Elba Vasquez
As to:
Dreyfus BASIC U.S. Government Money Market Fund
Dreyfus BASIC Money Market Fund, Inc.
Dreyfus California Intermediate Municipal Bond Fund
Dreyfus Connecticut Intermediate Municipal Bond Fund
Dreyfus Income Funds
Dreyfus Massachusetts Intermediate Municipal Bond Fund
Dreyfus New Jersey Intermediate Municipal Bond Fund
Dreyfus Pennsylvania Intermediate Municipal Bond Fund
Dreyfus Premier Value Equity Funds
