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. 11 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 11 [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)
----
X on June 30, 2000 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
----
on (date) pursuant to paragraph (a)(1)
---------------
----
75 days after filing pursuant to paragraph (a)(2)
----
on (date) pursuant to paragraph (a)(2) of Rule 485
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----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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Dreyfus BASIC Money Market Fund, Inc.
Dreyfus BASIC U.S. Government Money Market Fund
Investing in high quality, short-term securities for current income, safety of
principal and liquidity
COMBINED PROSPECTUS July 1, 2000
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.
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
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14 Account Policies
17 Distributions and Taxes
18 Services for Fund Investors
20 Instructions for Regular Accounts
22 Instructions for IRAs
FOR MORE INFORMATION
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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
The Funds
Introduction
Each fund is a money market mutual fund with a separate investment portfolio.
The operations and results of a fund are unrelated to those of the other fund.
This combined prospectus has been prepared for your convenience so that you can
consider two investment choices in one document.
As a money market fund, each fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable share price.
The main difference between the funds is that Dreyfus BASIC Money Market Fund,
Inc. invests in a broad range of high quality, short-term money market
instruments, and Dreyfus BASIC U.S. Government Money Market Fund invests only in
U.S. government securities and repurchase agreements secured by such
obligations.
An investment in a fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although each fund seeks
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in a fund.
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 as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.
To pursue this goal, the fund invests in a diversified portfolio of high
quality, short-term debt securities, including:
(pound) securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities
(pound) certificates of deposit, time deposits, bankers'
acceptances and other short-term securities issued by domestic or
foreign banks or their subsidiaries or branches
(pound) domestic and dollar-denominated foreign commercial
paper, and other short-term corporate obligations, including those with
floating or variable rates of interest
(pound) repurchase agreements
(pound) asset-backed securities
(pound) "taxable" municipal obligations, such as private
activity bonds issued by or on behalf of states or their agencies to
finance private facilities
(pound) dollar-denominated obligations issued or guaranteed by one or more
foreign governments or any of their political subdivisions or
agencies
Normally the fund invests at least 25% of its net assets in bank 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:
(pound) maintain an average dollar-weighted portfolio maturity of 90 days or
less
(pound) buy individual securities that have remaining maturities of 13 months
or less
(pound) invest only in high quality, dollar-denominated obligations
<PAGE 2>
MAIN RISKS
The fund's yield will fluctuate, as market conditions and interest rates change,
and as the short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.
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:
(pound) interest rates could rise sharply, causing the
fund's share price to drop
(pound) any of the fund's holdings could have its credit
rating downgraded or could default
(pound) the risks generally associated with concentrating
investments in the banking industry, such as interest rate risk, credit
risk and regulatory developments relating to the banking industry
(pound) the risks generally associated with
dollar-denominated foreign investments, such as economic and political
developments, seizure or nationalization of deposits, imposition of
taxes or other restrictions on the payment of principal and interest
If the other party entering into a repurchase agreement with the fund defaults
or becomes insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis.
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 currently 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 bar chart and table below show some of the risks of investing in the fund.
The bar chart shows the changes in the fund's performance from year to year. The
table shows the fund's average annual total return over time. Of course, past
performance is no guarantee of future results.
--------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
3.42 4.28 6.06 5.27 5.37 5.29 4.94
90 91 92 93 94 95 96 97 98 99
BEST QUARTER: Q2 '95 +1.54%
WORST QUARTER: Q1 '94 +0.83%
THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/00 WAS 1.37%.
--------------------------------------------------------
Average annual total return AS OF 12/31/99
Since
inception
1 Year 5 Years (5/13/92)
--------------------------------------------------------
4.94% 5.39% 4.86%
The fund's 7-day yield on 12/31/99 was 5.46%. For the fund's current yield, call
toll-free 1-800-645-6561.
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. 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 FEE
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 0.50%
Shareholder services fee 0.06%
Other expenses 0.04%
-------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 0.60%
Fee waiver and/or expense reimbursement (0.15%)
-------------------------------------------------------
NET OPERATING EXPENSES* 0.45%
* Dreyfus has agreed to waive receipt of its fees and/or assume the expenses
of the fund so that total annual fund operating expenses do not exceed 0.45%.
Dreyfus may terminate this agreement upon at least 90 days' prior notice to
shareholders, but has committed not to do so at least through June 30, 2001.
--------------------------------------------------------
Expense example
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
$46 $177 $320 $736
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. Net
Operating Expenses are used in the one-year figure and
the first year of the other figures.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.
SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse 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 FEES: fees paid from your account and retained by the
fund to help keep operating expenses lower. They are charged only if your
account balance is less than $50,000 at the time of the transaction.
Dreyfus BASIC Money Market Fund, Inc.
<PAGE 5>
Dreyfus BASIC U.S. Government Money Market Fund
-------------------
Ticker Symbols: DBGXX
GOAL/APPROACH
The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity.
To pursue this goal, the fund invests exclusively in securities issued or
guaranteed as to principal and interest by the U.S. government or its agencies
or instrumentalities, 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:
(pound) maintain an average dollar-weighted portfolio maturity of 90 days or
less
(pound) buy individual securities that have remaining maturities of 13 months
or less
(pound) invest only in high quality, dollar-denominated obligations
REPURCHASE AGREEMENT: a U.S. commercial bank or securities dealer sells U.S.
government securities to the fund and agrees to repurchase them at an
agreed-upon date (usually the next day) and price.
<PAGE 6>
MAIN RISKS
The fund's yield will fluctuate, as market conditions and interest rates change,
and as the short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.
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:
(pound) interest rates could rise sharply, causing the
fund's share price to drop
(pound) certain U.S. government agency securities are backed
by the right of the issuer to borrow from the U.S. Treasury, or are
supported only by the credit of the issuer or instrumentality (while
the U.S. government provides financial support to U.S. government-
sponsored agencies or instrumentalities, no assurance can be given that
it will always do so)
If the other party entering into a repurchase agreement with the fund defaults
or becomes insolvent, the fund may be unable to sell the securities underlying
the repurchase agreement on a timely basis.
Concepts to understand
U.S. GOVERNMENT SECURITIES: securities backed by the full faith and credit of
the U.S. government. These securities are guaranteed as to timely payment of
principal and interest, but the market prices for such securities are not
guaranteed and will fluctuate.
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 bar chart and table below show some of the risks of investing in the fund.
The bar chart shows the changes in the fund's performance from year to year. The
table shows the fund's average annual total return over time. Of course, past
performance is no guarantee of future results.
--------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
3.32 4.18 6.06 5.28 5.32 5.18 4.75
90 91 92 93 94 95 96 97 98 99
BEST QUARTER: Q2 '95 +1.52%
WORST QUARTER: Q1 '94 +0.80%
THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/00 WAS 1.30%.
--------------------------------------------------------
Average annual total return AS OF 12/31/99
Since
inception
1 Year 5 Years (5/12/92)
--------------------------------------------------------
4.75% 5.32% 4.78%
The fund's 7-day yield on 12/31/99 was 5.01%. For the fund's current yield, call
toll-free 1-800-645-6561.
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 8>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. 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 0.50%
Shareholder services fee 0.08%
Other expenses 0.04%
-------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 0.62%
Fee waiver and/or expense reimbursement (0.17%)
-------------------------------------------------------
NET OPERATING EXPENSES* 0.45%
* Dreyfus has agreed to waive receipt of its fees and/or assume the expenses
of the fund so that total annual fund operating expenses do not exceed 0.45%.
Dreyfus may terminate this agreement upon at least 90 days' prior notice to
shareholders, but has committed not to do so at least through June 30, 2001.
--------------------------------------------------------
Expense example
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
$46 $181 $329 $758
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. Net
operating expenses are used in the one-year figure
and the first year of the other figures.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.
SHAREHOLDER SERVICES FEE: a fee of up to 0.25% used to reimburse 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 FEE: fees paid from your account and retained by the
fund to help keep operating expenses lower. They are charged only if your
account balance is less than $50,000 at the time of the transaction.
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
$129 billion in over 160 mutual fund portfolios. For the past fiscal year,
Dreyfus BASIC Money Market Fund and Dreyfus BASIC U.S. Government Money Market
Fund paid Dreyfus a management fee at the annual rate of 0.35% and 0.33%,
respectively, of the fund's average daily net assets. Dreyfus is the primary
mutual fund business of Mellon Financial Corporation, a global financial
services company with approximately $2.5 trillion of assets under management,
administration or custody, including approximately $485 billion under
management. Mellon provides wealth management, global investment services and a
comprehensive array of banking services for individuals, businesses and
institutions. Mellon is headquartered in Pittsburgh, Pennsylvania.
<PAGE 10>
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, Dreyfus
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
The fund, Dreyfus and Dreyfus Service Corporation (the fund's distributor) each
have adopted a code of ethics that permits its personnel, subject to such code,
to invest in securities, including securities that may be purchased or held by
the fund. The Dreyfus code of ethics restricts the personal securities
transactions of its employees, and requires portfolio managers and other
investment personnel to comply with the code's preclearance and disclosure
procedures. Its primary purpose is to ensure that personal trading by Dreyfus
employees does not disadvantage any Dreyfus-managed fund.
Management
<PAGE 11>
FINANCIAL HIGHLIGHTS
The following tables describe each fund's performance for the fiscal periods
indicated. "Total return" shows how much your investment in a fund would have
increased (or decreased) during each period, assuming you had reinvested all
dividends and distributions. These figures have been independently audited by
Ernst & Young LLP, whose report for each fund, along with each fund's financial
statements, is included in the fund's annual report, which is available upon
request.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
DREYFUS BASIC YEAR ENDED FEBRUARY 28/29,
MONEY MARKET FUND, INC. 2000 1999 1998 1997 1996
--------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00
Investment operations:
Investment income -- net .050 .051 .053 .051 .058
Distributions:
Dividends from investment
income -- net (.050) (.051) (.053) (.051) (.058)
Net asset value, end of period 1.00 1.00 1.00 1.00 1.00
Total return (%) 5.10 5.19 5.38 5.19 5.97
---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses
to average net assets (%) .45 .45 .45 .45 .31
Ratio of net investment income
to average net assets (%) 4.98 5.08 5.28 5.08 5.82
Decrease reflected in above
expense ratios due to
actions by Dreyfus (%) .15 .13 .24 .23 .31
--------------------------------------------------------------------------------------------------------------------------------
Net assets,
end of period ($ x 1,000) 1,913,618 1,837,664 1,724,971 1,793,992 2,098,292
<PAGE 12>
DREYFUS BASIC U.S. GOVERNMENT YEAR ENDED FEBRUARY 28/29,
MONEY MARKET FUND 2000 1999 1998 1997 1996
--------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00
Investment operations:
Investment income -- net .048 .049 .052 .051 .058
Distributions:
Dividends from investment
income -- net (.048) (.049) (.052) (.051) (.058)
Net asset value, end of period 1.00 1.00 1.00 1.00 1.00
Total return (%) 4.88 5.06 5.33 5.20 5.94
---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses
to average net assets (%) .45 .45 .45 .45 .31
Ratio of net investment income
to average net assets (%) 4.75 4.97 5.22 5.09 5.79
Decrease reflected in above
expense ratios due to
actions by Dreyfus (%) .17 .16 .17 .20 .36
---------------------------------------------------------------------------------------------------------------------------------
Net assets,
end of period ($ x 1,000) 996,297 1,182,599 1,308,647 1,459,949 1,366,056
</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
--------------------------------------------------------
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 against shares recently purchased by check or
TeleTransfer, please note that:
(pound) if you send a written request to sell such shares,
the fund may delay selling the shares for up to eight business days
following the purchase of those shares
(pound) the fund will not honor redemption checks, or
process wire, telephone or TeleTransfer redemption requests, for up to
eight business days following the purchase of those shares
--------------------------------------------------------
Limitations on selling shares by phone
Proceeds
sent by Minimum Maximum
--------------------------------------------------------
CHECK $1,000 $250,000 PER DAY
WIRE $5,000 $500,000 FOR JOINT
ACCOUNTS
EVERY 30 DAYS
TELETRANSFER $1,000 $500,000 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:
(pound) amounts of $10,000 or more on accounts whose address has been changed
within the last 30 days
(pound) 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:
(pound) refuse any purchase or exchange request
(pound) change or discontinue its exchange privilege
(pound) change its minimum investment amounts
(pound) 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, each 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, your 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-deferred 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 AND DISTRIBUTIONS: income or interest paid by the fund's portfolio
investments and passed on to fund shareholders net of expenses. 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.
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:
(pound) for traditional, rollover and Roth IRAs, call
1-800-645-6561
(pound) for SEP-IRAs and Keogh accounts, call 1-800-358-0910
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 SHARES WORTH $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 -- by calling 1-800-645-6561.
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.
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
By Telephone
WIRE Have your bank send your
investment to The Bank of New York, with these instructions:
* ABA# 021000018
* the fund name and DDA#:
* Dreyfus BASIC Money Market Fund
DDA# 8900204419
* Dreyfus BASIC U.S. Government
Money Market Fund DDA# 8900204427
* your Social Security or tax ID number
* name(s) of investor(s)
Call us to obtain an account number. Return your application.
Via the Internet
COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
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
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* the fund name and DDA#:
* Dreyfus BASIC Money Market Fund
DDA# 8900204419
* Dreyfus BASIC U.S. Government
Money Market Fund DDA# 8900204427
* 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.
<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
By Telephone
Via the Internet
COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
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).
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* the fund name and DDA#:
* Dreyfus BASIC Money Market Fund
DDA# 8900204419
* Dreyfus BASIC U.S. Government
Money Market Fund DDA# 8900204427
* your account number
* name of investor
* the contribution year
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.
TELEPHONE CONTRIBUTION Call to request us to move money from a regular Dreyfus
account to an IRA (both accounts must be held in the same shareholder name).
<PAGE 22>
TO SELL SHARES
Write a redemption check* OR 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, (see "Account
Policies - Selling Shares").
Mail in your request (see "To Open an Account" at left).
* A redemption check written for a qualified distribution is not subject to
TEFRA.
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 24>
<PAGE 25>
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.
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 certain 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 (for information, call 1-202-942-8090) or, after paying a
duplicating fee, by E-mail request to [email protected], or by writing to the
SEC's Public Reference Section, Washington, DC 20549-0102.
(c) 2000 Dreyfus Service Corporation 123-124P0700
--------------------------------------------------------------------------------
DREYFUS BASIC MONEY MARKET FUND, INC.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
COMBINED STATEMENT OF ADDITIONAL INFORMATION
JULY 1, 2000
--------------------------------------------------------------------------------
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, 2000, 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
Page
Description of the Funds.....................................................2
Management of the Funds.....................................................12
Management Arrangements.....................................................16
How to Buy Shares...........................................................19
Shareholder Services Plan...................................................21
How to Redeem Shares........................................................22
Shareholder Services........................................................25
Determination of Net Asset Value............................................27
Portfolio Transactions......................................................27
Dividends, Distributions and Taxes..........................................28
Yield Information...........................................................29
Information About the Funds.................................................30
Counsel and Independent Auditors............................................31
Appendix A..................................................................32
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. Each Fund also is a diversified fund, meaning with respect to 75%
of its total assets, the Fund will not invest more than 5% of its assets in any
single issuer.
The Dreyfus Corporation (the "Manager") serves as each Fund's investment
adviser.
Dreyfus Service Corporation (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 generally will be subject to Federal income tax. The Fund
may invest in 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 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 for temporary or emergency purposes 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 segregate
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
segregate 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. The Funds also offer fewer shareholder services, in an effort to
keep operating expenses lower. Because charges may apply to redemptions and
exchanges of Fund shares in accounts with balances of less than $50,000 at the
time of the transaction, 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
Dreyfus Service Corporation...............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
JOSEPHS. 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 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, and Century Business Services, Inc. (formerly, International
Alliance Services, Inc.), a provider of various outsourcing functions for
small and medium sized companies, and QuickCAT.com, Inc., a private
company engaged in the development of high speed movement, routing,
storage, and encryption of data across all modes of data transport. 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 the Distributor. From August
1994 until December 31, 1994, he was a director of Mellon Financial
Corporation. He is 57 years old and his address is 200 Park Avenue, New
York, New York 10166.
DAVID W. BURKE, Board Member. Board Member of various funds in the Dreyfus
Family of Funds. From August 1994 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 64 years old and his address
is P. O. Box 654, Eastham, Massachusetts 02642.
DIANE DUNST, Board Member. Since June 1998, Ms. Dunst has been President of
Hunting House Antiques. From January 1992 to June 1998, Ms. Dunst was
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 74
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, and a specialist in Clinical
Hypertension. He is a Clinical Professor of Medicine at Columbia
University, College of Physicians and Surgeons, an Adjunct Clinical
Professor at Cornell Medical College, and a Consultant in Medicine at
Memorial Sloan-Kettering Hospital. He teaches in the section on Society
and Medicine and supervises a group of medical ethics Fellows. He writes a
monthly commentary on medical affairs for the Medical Herald. He is 71
years old and his address is 903 Park Avenue, New York, New York 10021.
DANIEL ROSE, Board Member. Chairman and Chief Executive Officer 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 and Vice Chairman 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., and is President of the Harlem
Educational Activities Fund. He is 70 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, Chubb Corporation, and 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 70 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.
Each Fund has a standing nominating committee comprised of its Board
members who are not "interested persons" of the Fund, as defined in the 1940
Act. The function of the nominating committee is to select and nominate all
candidates who are not "interested persons" of the Fund for election to the
Fund's Board.
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 29, 2000,
and by all 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, 1999, were as
follows:
Total
Aggregate Compensation from Funds
Name of Board Compensation from and Fund Complex Paid to
Member each Fund** Board Member
----------------------- ------------------------- --------------------------
Joseph S. DiMartino $642,177 (189)
Money Fund $3,438
Government Money Fund $3,438
David W. Burke $228,500(62)
Money Fund $2,750
Government Money Fund $2,750
Diane Dunst $ 37,750(16)
Money Fund $2,750
Government Money Fund $2,750
Rosalind Gersten Jacobs $ 92,250(44)
Money Fund $2,750
Government Money Fund $2,750
Jay I. Meltzer $ 37,750(16)
Money Fund $2,750
Government Money Fund $2,750
Daniel Rose $ 76,625(30)
Money Fund $2,750
Government Money Fund $2,750
Warren B. Rudman $68,000(25)
Money Fund $2,500
Government Money Fund $2,500
Sander Vanocur $78,625 (30)
Money Fund $2,750
Government Money Fund $2,750
-------------------------------
* Represents the number of separate portfolios, including the Funds,
comprising the investment companies in the Fund Complex, for which the
Board member serves.
** Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $5,928 and $4,835 for all Board members of the Money Fund
and Government Money Fund, respectively, as a group.
Officers of the Fund
STEPHEN E. CANTER, President. President, Chief Operating Officer, Chief
Investment Officer and a director of the Manager, and an officer of other
investment companies advised or administered by the Manager. Mr. Canter
also is a Director or Executive Committee Member of other investment
management subsidiaries of Mellon Financial Corporation, each of which is
an affiliate of the Manager. He is 54 years old.
MARK N. JACOBS, Vice President. Vice President, Secretary and General Counsel of
the Manager, and an officer of other investment companies advised or
administered by the Manager. He is 53 years old.
JOSEPH CONNOLLY, Vice President and Treasurer. Director - Mutual Fund Accounting
of the Manager, and an officer of other investment companies advised or
administered by the Manager. He is 42 years old.
JOHN B. HAMMALIAN, Secretary. Associate General Counsel of the Manager, and an
officer of other investment companies advised or administered by the
Manager. He is 36 years old.
MICHAEL A. ROSENBERG, Assistant Secretary. Associate General Counsel of the
Manager, and an officer of other investment companies advised or
administered by the Manager. He is 40 years old.
STEVEN F. NEWMAN, Assistant Secretary. Associate General Counsel and Assistant
Secretary of the Manager, and an officer of other investment companies
advised or administered by the Manager. He is 50 years old.
MICHAEL CONDON, Assistant Treasurer. Senior Treasury Manager of the Manager, and
an officer of other investment companies advised and administered by the
Manager. He is 38 years old.
The address of each officer of the Fund 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 June 1, 2000.
MANAGEMENT ARRANGEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Financial Corporation
("Mellon"). Mellon is a global multibank financial 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 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") between the manager and 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. 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; J. David Officer, Vice Chairman
and a director; Ronald P. O'Hanley III, Vice Chairman; William T. Sandalls,
Jr., Executive Vice President; Stephen R. Byers, Senior Vice President;
Patrice M. Kozlowski, Senior Vice President-Corporate Communications; Mark N.
Jacobs, Vice President, General Counsel and Secretary; Diane P. Durnin, Vice
President - Product Development; Mary Beth Leibig, Vice President-Human
Resources; Ray Van Cott, Vice President-Information Systems; Theodore A.
Schachar, Vice President-Tax; Wendy Strutt, 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, James O'Connor, 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's Code of Ethics (the "Code") subjects its employees' personal
securities transactions to various restrictions to ensure that such trading does
not disadvantage any fund advised by the Manager. In that regard, portfolio
managers and other investment personnel of the Manager must preclear and report
their personal securities transactions and holdings, which are reviewed for
compliance with the Code and are also subject to the oversight of Mellon's
Investment Ethics Committee. Portfolio managers and other investment personnel
of the Manager who comply with the Code'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.
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.
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 0.50% 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 28/29, 1998, 1999 and 2000, the management fees payable by
the Money Fund and the Government Money Fund and the amounts waived by the
Manager were as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Name of Fund Management Fee Payable Reduction in Fee Net Fee Paid
------------ ------------------------ ---------------------------------------------- ------------------------------------
1998 1999 2000 1998 1999 2000 1998 1999 2000
---- ---- ---- ---- ---- ---- ---- ---- ----
Money Fund $8,827,622 $8,958,381 $9,232,410 $4,160,978 $2,340,179 $2,714,679 $4,666,644 $6,618,202 $6,517,731
Government $6,756,753 $6,142,031 $5,473,309 $2,331,991 $2,016,617 $1,824,495 $4,424,762 $4,125,414 $3,648,814
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
0.45% 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. 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, a wholly-owned subsidiary of the Manager,
located at 200 Park Avenue, New York, New York 10166, serves as each Fund's
distributor on a best efforts basis pursuant to an agreement with the Fund 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"), 100 Church 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 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 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 the Distributor an amount not to
exceed an annual rate of 0.25% 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 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 29, 2000, the Money Fund paid
$1,030,265 and the Government Money Fund paid $825,168 under the Plan.
HOW TO REDEEM SHARES
General. Each Fund ordinarily will make payment for all shares redeemed
within seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK OR, BY DREYFUS
TELETRANSFER PRIVILEGE AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO
THE TRANSFER AGENT, YOUR REDEMPTION WILL BE EFFECTIVE AND THE REDEMPTION
PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR
PURCHASE CHECK OR DREYFUS TELETRANSFER PURCHASE ORDER, WHICH MAY TAKE UP TO
EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUNDS WILL NOT HONOR CHECKS UNDER
THE CHECKWRITING PRIVILEGE, AND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR
TELEPHONE OR PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE, FOR A PERIOD OF
EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK OR
THE DREYFUS TELETRANFER PURCHASE ORDER AGAINST WHICH SUCH REDEMPTION IS
REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY WIRE
PAYMENT, OR IF YOU OTHERWISE HAVE SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT
TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE,
DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL BE ENTITLED TO
EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares may not be
redeemed until the Transfer Agent has received your Account Application
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.
Checkwriting Privilege. Each Fund provides Redemption Checks ("Checks")
automatically upon opening an account unless you specifically refuse the
Checkwriting 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 Checkwriting 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.
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 $500,000 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. 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 or Founders Asset
Management, LLC, an affiliate of 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 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"), but 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 Touch(R) 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,
including the Dreyfus Founders 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
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"), but 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 appropriate, to determine whether
the Fund's net asset value calculated by using available market quotations or
market equivalents deviates from $1.00 per share based on amortized cost. In
such review, investments for which market quotations are readily available will
be valued at the most recent bid price or yield equivalent for such securities
or for securities of comparable maturity, quality and type, as obtained from one
or more of the major market makers for the securities to be valued. Other
investments and assets will be valued at fair value as determined in good faith
by the Board.
The extent of any deviation between 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 29, 2000 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 29, 2000, the yield of the Money
Fund was 5.53% and its effective yield was 5.68%. For the same seven-day period,
the yield of the Government Money Fund was 5.31% and its effective yield was
5.45%. 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 29, 2000 would have been, for the Money
Fund, 5.37% and 5.51%, respectively, and, for the Government Money Fund, 5.13%
and 5.26%, 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. From time to
time, advertising materials may refer to studies performed by the Manager or its
affiliates, such as "The Dreyfus Tax Informed Investing Study" or "The Dreyfus
Gender Investment Comparison Study (1996 & 1997)" or other such studies.
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 Monitor(TM), N. Palm Beach, Florida 33408,
IBC's Money Fund Report(TM), 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.
<PAGE>
APPENDIX A
THIS APPENDIX IS APPLICABLE ONLY TO ELIGIBLE INVESTMENTS OF THE MONEY
FUND.
Description of the highest commercial paper, bond, municipal 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.
Municipal Note Ratings
The issuers of municipal notes rated SP-1 by S&P exhibit very strong or
strong capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics are given a plus (+) designation.
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.
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.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
PART C. OTHER INFORMATION
--------------------------------
Item 23. Exhibits
------- ----------
(a) 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.
(b) Registrant's By-Laws, as amended December 31, 1999.
(d) 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.
(e) Forms of Distribution Agreement and Service Agreement.
(g) 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.
(h) Shareholder Services 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.
(i) 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.
(j) Consent of Independent Auditors.
Other Exhibits
--------------
(a) Powers of Attorney.
(b) Certificate of Secretary.
<PAGE>
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 Form of Distribution Agreement which is
being filed as Exhibit (5) of this Post-Effective Amendment No. 11 to
the Registration Statement on Form N-1A.
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 and manager 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 and distributor of other investment companies advised
and administered by Dreyfus. Dreyfus Investment Advisors, Inc.,
another wholly-owned subsidiary, provides investment management
services to various pension plans, institutions and individuals.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ITEM 26. Business and Other Connections of Investment Adviser (continued)
----------------------------------------------------------------------------------
Officers and Directors of Investment Adviser
Name and Position
With Dreyfus Other Businesses Position Held Dates
CHRISTOPHER M. CONDRON Franklin Portfolio Associates, Director 1/97 - Present
Chairman of the Board and LLC*
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
Director 4/95 - 1/98
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 Financial Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Founders Asset Management, Chairman 12/97 - Present
LLC**** Director 12/97 - Present
The Boston Company, Inc.* Vice Chairman 1/94 - Present
Director 5/93 - Present
Laurel Capital Advisors, LLP+ Executive 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 - 1/97
Strategies, Inc. * Director 6/89 - 1/97
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 Financial 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, Director 2/99 - Present
LLC*
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***
Founders Asset Management, Member, Board of 12/97 - Present
LLC**** Managers
Acting Chief Executive 7/98 - 12/98
Officer
The Dreyfus Trust Company+++ Director 6/95 - Present
Chairman 1/99 - Present
President 1/99 - Present
Chief Executive Officer 1/99 - Present
THOMAS F. EGGERS Dreyfus Service Corporation++ Chief Executive Officer 3/00 - Present
Vice Chairman - Institutional and Chairman of the
And Director Board
Executive Vice President 4/96 - 3/00
Director 9/96 - Present
Founders Asset Management, Member, Board of 2/99 - Present
LLC**** Managers
Dreyfus Investment Advisors, Inc. Director 1/00 - Present
Dreyfus Service Organization, Director 3/99 - Present
Inc.++
Dreyfus Insurance Agency of Director 3/99 - Present
Massachusetts, Inc. +++
Dreyfus Brokerage Services, Inc. Director 11/97 - 6/98
401 North Maple Avenue
Beverly Hills, CA.
STEVEN G. ELLIOTT Mellon Financial 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 Executive Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+
Mellon Financial Services Treasurer 12/87 - Present
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 - 12/99
Vice Chairman Advisors, Inc.++
Dreyfus Brokerage Services, Inc. Chairman 11/97 - 2/99
401 North Maple Ave. Chief Executive Officer 11/97 - 2/98
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 - 3/99
Organization, Inc.++ President 1/97 - 3/99
Seven Six Seven Agency, Inc. ++ Director 1/97 - 4/99
Dreyfus Insurance Agency of Chairman 5/97 - 3/99
Massachusetts, Inc.++++ President 5/97 - 3/99
Director 5/97 - 3/99
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 - 6/99
Corporation++ President 5/97 - 6/99
Director 12/94 - 6/99
Founders Asset Management, Member, Board of 12/97 - 12/99
LLC**** Managers
The Boston Company Advisors, Chairman 12/95 - 1/99
Inc. Chief Executive Officer 12/95 - 1/99
Wilmington, DE President 12/95 - 1/99
The Boston Company, Inc.* Director 5/93 - 1/99
President 5/93 - 1/99
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
Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Chairman 9/93 - 1/98
President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Boston Safe Deposit & Trust Co.+ Director 6/93 - 1/99
Executive Vice President 6/93 - 4/98
MARTIN G. MCGUINN Mellon Financial 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
J. DAVID OFFICER Dreyfus Service Corporation++ President 3/00 - Present
Vice Chairman Executive Vice President 5/98 - 3/00
And Director Director 3/99 - Present
Dreyfus Service Organization, Director 3/99 - Present
Inc.++
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Dreyfus Brokerage Services, Inc. Chairman 3/99 - Present
401 North Maple Avenue
Beverly Hills, CA
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 - 1/99
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - 6/99
Services, Inc.* Director 8/96 - 6/99
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
Mellon Trust of New York Director 6/96 - Present
1301 Avenue of the Americas
New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
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 President 12/98 - Present
Director LLC**** Chief Executive Officer 12/98 - Present
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
RICHARD F. SYRON Thermo Electron President 6/99 - Present
Director 81 Wyman Street Chief Executive Officer 6/99 - Present
Waltham, MA 02454-9046
American Stock Exchange Chairman 4/94 - 6/99
86 Trinity Place Chief Executive Officer 4/94 - 6/99
New York, NY 10006
RONALD P. O'HANLEY Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
Franklin Portfolio Associates, Director 3/97 - Present
LLC*
Boston Safe Deposit and Trust Executive Committee 1/99 - Present
Company* Member
Director 1/99 - Present
The Boston Company, Inc.* Executive Committee 1/99 - Present
Member 1/99 - Present
Director
Buck Consultants, Inc.++ Director 7/97 - Present
Newton Asset Management LTD Executive Committee 10/98 - Present
(UK) Member
London, England Director 10/98 - Present
Mellon Asset Management Non-Resident Director 11/98 - Present
(Japan) Co., LTD
Tokyo, Japan
TBCAM Holdings, Inc.* Director 10/97 - Present
The Boston Company Asset Director 1/98 - Present
Management, LLC*
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 2/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates; LLP+ Trustee 1/98 - Present
Chairman 1/98 - Present
Mellon Equity Associates; LLP+ Trustee 1/98 - Present
Chairman 1/98 - Present
Mellon-France Corporation+ Director 3/97 - Present
Laurel Capital Advisors+ Trustee 3/97 - Present
STEPHEN R. BYERS Dreyfus Service Corporation++ Senior Vice President 3/00 - Present
Director of Investments and
Senior Vice President
Gruntal & Co., LLC Executive Vice President 5/97 - 11/99
New York, NY Partner 5/97 - 11/99
Executive Committee 5/97 - 11/99
Member
Board of Directors 5/97 - 11/99
Member
Treasurer 5/97 - 11/99
Chief Financial Officer 5/97 - 6/99
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 - 3/99
Organization, Inc.++
WILLIAM H. MARESCA The Dreyfus Trust Company+++ Chief Financial Officer 3/99 - Present
Controller Treasurer 9/98 - Present
Director 3/97 - Present
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 Treasurer 3/99 - Present
Organization, Inc.++ Assistant Treasurer 3/93 - 3/99
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
Dreyfus-Lincoln, Inc. Director 12/96 - Present
4500 New Linden Hill Road President 1/97 - Present
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
The Dreyfus Trust Company +++ Director 1/96 - Present
Dreyfus Service Organization, Treasurer 10/96 - 3/99
Inc.++
Dreyfus Insurance Agency of Director 5/97 - 3/99
Massachusetts, Inc.++++ Treasurer 5/97 - 3/99
Executive Vice President 5/97 - 3/99
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
Senior 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
The Dreyfus Consumer Credit Chairman 6/99 - Present
Corporation ++ President 6/99 - Present
Dreyfus Investment Advisors, Vice President - Tax 10/96 - Present
Inc.++
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Vice President - Tax 10/96 - Present
Inc.++
WENDY STRUTT None
Vice President
RICHARD TERRES None
Vice President
RAYMOND J. VAN COTT Mellon Financial Corporation+ Vice President 7/98 - Present
Vice-President -
Information Systems
Computer Sciences Corporation Vice President 1/96 - 7/98
El Segundo, CA
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 2930 East Third Avenue, Denver, Colorado 80206.
+ 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) Dreyfus A Bonds Plus, Inc.
2) Dreyfus Appreciation Fund, Inc.
3) Dreyfus Balanced Fund, Inc.
4) Dreyfus BASIC GNMA Fund
5) Dreyfus BASIC Money Market Fund, Inc.
6) Dreyfus BASIC Municipal Fund, Inc.
7) Dreyfus BASIC U.S. Government Money Market Fund
8) Dreyfus California Intermediate Municipal Bond Fund
9) Dreyfus California Tax Exempt Bond Fund, Inc.
10) Dreyfus California Tax Exempt Money Market Fund
11) Dreyfus Cash Management
12) Dreyfus Cash Management Plus, Inc.
13) Dreyfus Connecticut Intermediate Municipal Bond Fund
14) Dreyfus Connecticut Municipal Money Market Fund, Inc.
15) Dreyfus Florida Intermediate Municipal Bond Fund
16) Dreyfus Florida Municipal Money Market Fund
17) Dreyfus Founders Funds, Inc.
18) The Dreyfus Fund Incorporated
19) Dreyfus Global Bond Fund, Inc.
20) Dreyfus Global Growth Fund
21) Dreyfus GNMA Fund, Inc.
22) Dreyfus Government Cash Management Funds
23) Dreyfus Growth and Income Fund, Inc.
24) Dreyfus Growth and Value Funds, Inc.
25) Dreyfus Growth Opportunity Fund, Inc.
26) Dreyfus Debt and Equity Funds
27) Dreyfus Index Funds, Inc.
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Preferred Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Funds, Inc.
34) Dreyfus Investment Grade Bond Funds, Inc.
35) Dreyfus Investment Portfolios
36) The Dreyfus/Laurel Funds, Inc.
37) The Dreyfus/Laurel Funds Trust
38) The Dreyfus/Laurel Tax-Free Municipal Funds
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus MidCap Index Fund
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Municipal Cash Management
54) Dreyfus New York Tax Exempt Bond Fund, Inc.
55) Dreyfus New York Tax Exempt Intermediate Bond Fund
56) Dreyfus New York Tax Exempt Money Market Fund
57) Dreyfus U.S. Treasury Intermediate Term Fund
58) Dreyfus U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Premier California Municipal Bond Fund
64) Dreyfus Premier Equity Funds, Inc.
65) Dreyfus Premier International Funds, Inc.
66) Dreyfus Premier GNMA Fund
67) Dreyfus Premier Worldwide Growth Fund, Inc.
68) Dreyfus Premier Municipal Bond Fund
69) Dreyfus Premier New York Municipal Bond Fund
70) Dreyfus Premier State Municipal Bond Fund
71) Dreyfus Premier Value Equity Funds
72) Dreyfus Short-Intermediate Government Fund
73) Dreyfus Short-Intermediate Municipal Bond Fund
74) The Dreyfus Socially Responsible Growth Fund, Inc.
75) Dreyfus Stock Index Fund
76) Dreyfus Tax Exempt Cash Management
77) The Dreyfus Premier Third Century Fund, Inc.
78) Dreyfus Treasury Cash Management
79) Dreyfus Treasury Prime Cash Management
80) Dreyfus Variable Investment Fund
81) Dreyfus Worldwide Dollar Money Market Fund, Inc.
82) General California Municipal Bond Fund, Inc.
83) General California Municipal Money Market Fund
84) General Government Securities Money Market Funds, Inc.
85) General Money Market Fund, Inc.
86) General Municipal Bond Fund, Inc.
87) General Municipal Money Market Funds, Inc.
88) General New York Municipal Bond Fund, Inc.
89) General New York Municipal Money Market Fund
<TABLE>
<CAPTION>
<S> <C> <C>
(b)
Positions and
Name and principal Offices with
Business address Positions and offices with the Distributor Registrant
---------------- ------------------------------------------ ----------
Thomas F. Eggers * Chief Executive Officer and Chairman of the Board None
J. David Officer * President and Director None
Stephen Burke * Executive Vice President None
Charles Cardona * Executive Vice President None
Anthony DeVivio ** Executive Vice President None
David K. Mossman ** Executive Vice President None
Jeffrey N. Nachman *** Executive Vice President and Chief Operations Officer None
William T. Sandalls, Jr. * Executive Vice President and Director None
Wilson Santos ** Executive Vice President and Director of Client None
Services
William H. Maresca * Chief Financial Officer None
Ken Bradle ** Senior Vice President None
Stephen R. Byers * Senior Vice President None
Frank J. Coates * Senior Vice President None
Joseph Connolly * Senior Vice President Vice President
and Treasurer
William Glenn * Senior Vice President None
Michael Millard ** Senior Vice President None
Mary Jean Mulligan ** Senior Vice President None
Bradley Skapyak * Senior Vice President None
Jane Knight * Chief Legal Officer and Secretary None
Stephen Storen * Chief Compliance Officer None
Jeffrey Cannizzaro * Vice President - Compliance None
Maria Georgopoulos * Vice President - Facilities Management None
William Germenis Vice President - Compliance None
Walter T. Harris * Vice President None
Janice Hayles * Vice President None
Hal Marshall * Vice President - Compliance None
Paul Molloy * Vice President None
Theodore A. Schachar * Vice President - Tax None
James Windels * Vice President None
James Bitetto * Assistant Secretary None
* Principal business address is 200 Park Avenue, New York, NY 10166.
** Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.
*** Principal business address is 401 North Maple Avenue, Beverly Hills, CA 90210.
</TABLE>
Item 28. Location of Accounts and Records
------- --------------------------------
1. The Bank of New York
90 Washington Street
New York, New York 10286
2. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
3. 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 of June 2000.
DREYFUS BASIC U.S GOVERNMENT MONEY MARKET FUND
BY: /s/Stephen E. Canter*
---------------------------
Stephen E. Canter, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement has
been signed below by the following persons in the capacities and on the date
indicated.
Signatures Title Date
/s/Stephen E. Canter* President (Principal Executive 06/28/00
------------------------------ Officer) and Trustee
Stephen E. Canter
/s/Joseph Conolly* Vice President and Treasurer 06/28/00
------------------------------ (Principal Financial and Accounting
Joseph Conolly Officer)
/s/David Burke* Trustee 06/28/00
------------------------------
David Burke
/s/Joseph S. DiMartino* Trustee 06/28/00
-------------------------------
Joseph S. DiMartino
/s/Diane Dunst* Trustee 06/28/00
-------------------------------
Diane Dunst
/s/Rosalind Gersten Jacobs* Trustee 6/28/00
--------------------------------
Rosalind Gersten Jacobs
/s/Jay I. Meltzer* Trustee 6/28/00
--------------------------------
Jay I. Meltzer
/s/Daniel Rose* Trustee 6/28/00
--------------------------------
Daniel Rose
/s/Warren B. Rudman* Trustee 6/28/00
--------------------------------
Warren B. Rudman
/s/Sander Vanocur* Trustee 6/28/00
---------------------------------
Sander Vanocur
*BY: John. B. Hammalian
---------------------------
John. B. Hammalian
Attorney-in-Fact
INDEX OF EXHIBITS
Exhibit No.
23. (b) Amended By-Laws
(e) Forms of Distribution Agreement dated March 16, 2000
Forms of Service Agreements
(j) Consent of Independent Auditors
(p) Code of Ethics adopted by the Registrant and its investment Adviser
and principal Underwriter
OTHER EXHIBITS
(a) Power of Attorney
(b) Certificate of Secretary
