File No. 33-46490
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 5 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 5 [X]
(Check appropriate box or boxes.)
DREYFUS BASIC MONEY MARKET FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485
----
X on May 20, 1994 pursuant to paragraph (b) of Rule 485
----
60 days after filing pursuant to paragraph (a) of Rule 485
----
on (date) pursuant to paragraph (a) of Rule 485
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended February 28, 1994 was filed on April 21, 1994.
DREYFUS BASIC MONEY MARKET FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 17
3 Condensed Financial Information 3
4 General Description of Registrant 4
5 Management of the Fund 10
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 17
7 Purchase of Securities Being Offered 11
8 Redemption or Repurchase 13
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History *
13 Investment Objectives and Policies B-2
14 Management of the Fund B-6
15 Control Persons and Principal B-9
Holders of Securities
16 Investment Advisory and Other B-9
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS BASIC MONEY MARKET FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-17
18 Capital Stock and Other Securities B-17
19 Purchase, Redemption and Pricing B-11, B-12,
of Securities Being Offered B-15
20 Tax Status *
21 Underwriters B-11
22 Calculations of Performance Data B-15
23 Financial Statements B-21
B-30
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-4
Common Control with Registrant
26 Number of Holders of Securities C-4
27 Indemnification C-4
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-30
30 Location of Accounts and Records C-38
31 Management Services C-38
32 Undertakings C-38
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
- --------------------------------------------------------------------------
COMBINED PROSPECTUS MAY 20, 1994
DREYFUS BASIC MONEY MARKET FUND, INC.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
- ---------------------------------------------------------------------------
OVERVIEW
Dreyfus BASIC Money Market Fund, Inc. and Dreyfus BASIC U.S.
Government Money Market Fund (each, a "Fund" and collectively, the
"Funds") are each open-end, diversified, management investment
companies known as money market mutual funds. The goal of each Fund is
to provide you with as high a level of current income as is consistent with
the preservation of capital and the maintenance of liquidity. Each Fund
seeks to maintain a stable net asset value of $1.00 per share and is
designed to benefit investors who do not engage in frequent transactions
in Fund shares.
The Dreyfus Corporation professionally manages each Fund's portfolio.
AN INVESTMENT IN EACH FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT EITHER FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
DREYFUS BASIC MONEY MARKET FUND, INC. (the "MONEY FUND") invests in
short-term money market obligations including U.S. Government
securities, certificates of deposit and other domestic and foreign bank
obligations, repurchase agreements, commercial paper, and other short-
term corporate obligations, as more fully described herein.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND (the "GOVERNMENT
MONEY FUND") invests in U.S. Government securities and repurchase
agreements in respect of U.S. Government securities.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF THE
OTHER FUND. THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR
CONVENIENCE TO PROVIDE YOU THE OPPORTUNITY TO CONSIDER TWO
INVESTMENT CHOICES IN ONE DOCUMENT.
This Prospectus sets forth concisely information about each Fund that
you should know before investing. It should be read and retained for future
reference.
Part B (also known as the Statement of Additional Information), dated
May 20, 1994, which may be revised from time to time, provides a further
discussion of certain areas in this Prospectus and other matters which
may be of interest to some investors. It has been filed with the Securities
and Exchange Commission and is incorporated herein by reference. For a
free copy, write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144, or call 1-800-645-6561. When telephoning, ask
for Operator 666.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY.
- --------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE PAGE
FEE TABLE........................ 2 EXCHANGE PRIVILEGE............ 12
CONDENSED FINANCIAL INFORMATION.. 3 HOW TO REDEEM SHARES.......... 13
YIELD INFORMATION................ 4 SHAREHOLDER SERVICES PLAN...... 15
DESCRIPTION OF THE FUNDS......... 4 DIVIDENDS, DISTRIBUTIONS AND TAXES..15
MANAGEMENT OF THE FUNDS.......... 10 GENERAL INFORMATION............... 17
HOW TO BUY SHARES................ 11
- -----------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>
FEE TABLE
GOVERNMENT
MONEY MONEY
SHAREHOLDER TRANSACTION EXPENSES FUND FUND
------- ----------
<S> <C> <C>
Exchange Fee........................................................ $5.00 $5.00
Account Closeout Fee................................................ $5.00 $5.00
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees (after expense reimbursement)....................... .30% .29%
Other Expenses...................................................... .15% .16%
Total Fund Operating Expenses (after expense reimbursement)......... .45% .45%
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE (applicable to each Fund): 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
You would pay the following expenses
on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: $10 $19 $30 $62
</TABLE>
- --------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, EACH FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
- --------------------------------------------------------------------------
The purpose of the foregoing table is to assist you in understanding the
various costs and expenses that investors in a Fund will bear, directly or
indirectly, the payment of which will reduce investors' return on an
annual basis. The expenses noted above, without reimbursement, would be
as to the MONEY FUND: Management Fees-.50%, Other Expenses-.15% and
Total Fund Operating Expenses-.65% and, as to the GOVERNMENT MONEY
FUND: Management Fees__ .50%, Other Expenses__ .16% and Total Fund
Operating Expenses__ .66%. The amount of expenses that an investor in the
MONEY FUND would pay, assuming redemption after one, three, five and ten
years, would be $12, $26, $41 and $86, respectively, and in the
GOVERNMENT MONEY FUND, the investor would pay $12, $26, $42 and $87,
respectively. In addition, unlike certain other funds in the Dreyfus Family
of Funds, each Fund will charge your account $2.00 for each redemption
check you write; you also will be charged $5.00 for each wire redemption
you make and a $5.00 account closeout fee. These charges will be paid to
the Fund's transfer agent and will reduce the transfer agency charges
otherwise payable by each Fund. See "How to Redeem Shares." The Dreyfus
Corporation has undertaken, with respect to each Fund, until June 30,
1996 that if in any fiscal year of a Fund certain Fund expenses, including
the management fee, exceed .45 of 1% of the value of its average net
assets for the fiscal year, such Fund may deduct from the payment to be
made to The Dreyfus Corporation under the Management Agreement, or The
Dreyfus Corporation will bear, such excess expense. The information in the
foregoing table does not reflect any other fee waivers or expense
reimbursement arrangements that may be in effect. See "Management of
the Funds" and "Shareholder Services Plan."
Page 2
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young, each Fund's independent auditors, whose reports thereon appear in
the Statement of Additional Information. Further financial data and
related notes as to each Fund are included in the Statement of Additional
Information, available upon request.
FINANCIAL HIGHLIGHTS
MONEY FUND - Contained below is per share operating performance data for
a share of Common Stock outstanding, total investment return, ratios to
average net assets and other supplemental data for each year indicated.
This information has been derived from information provided in the Fund's
financial statements.
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28,
---------------------------
PER SHARE DATA: 1993(1) 1994
--------- -------
<S> <C> <C>
Net asset value, beginning of year............................ $1.0000 $1.0001
--------- -------
INVESTMENT OPERATIONS:
Investment income__net........................................ .0325 .0333
Net realized loss on investments.............................. (.0001) __
--------- -------
TOTAL FROM INVESTMENT OPERATIONS.......................... .0324 .0333
--------- -------
DISTRIBUTIONS:
Dividends from investment income_net.......................... (.0323) (.0335)
--------- -------
Net asset value, end of year.................................. $1.0001 $.9999
======== =======
TOTAL INVESTMENT RETURN........................................... 3.80%(2) 3.40%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................ __ .10%
Ratio of net investment income to average net assets........... 3.66%(2) 3.33%
Decrease reflected in above expense ratios due to
undertakings by The Dreyfus Corporation.................... .71%(2) .55%
Net Assets, end of year (000's omitted)........................ $734,349 $1,217,032
- -----------------------------
(1)From April 24, 1992 (commencement of operations) to February 28,1993.
(2)Annualized.
</TABLE>
GOVERNMENT MONEY FUND - Contained below is per share operating
performance data for a share of Beneficial Interest outstanding, total
investment return, ratios to average net assets and other supplemental
data for each year indicated. This information has been derived from
information provided in the Fund's financial statements.
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28,
---------------------------
PER SHARE DATA: 1993(1) 1994
--------- -------
<S> <C> <C>
Net asset value, beginning of year............................ $1.0000 $1.0002
--------- -------
INVESTMENT OPERATIONS:
Investment income__net........................................ .0315 .0324
Net realized loss on investments.............................. __ (.0001)
--------- -------
TOTAL FROM INVESTMENT OPERATIONS.......................... .0315 (.0323)
--------- -------
DISTRIBUTIONS:
Dividends from investment income_net.......................... (.0313) (.0325)
--------- -------
Net asset value, end of year.................................. $1.0002 $1.0000
======== =======
TOTAL INVESTMENT RETURN........................................... 3.69%(2) 3.30%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets ...................... __ .02%
Ratio of net investment income to average net assets.......... 3.58%(2) 3.24%
Decrease reflected in above expense ratios due to
undertakings by The Dreyfus Corporation................... .75%(2) .64%
Net Assets, end of year (000's omitted)....................... $116,696 $265,691
- ---------------------------------
(1)From April 24, 1992 (commencement of operations) to February 28, 1993.
(2)Annualized.
</TABLE>
Page 3
YIELD INFORMATION
From time to time, each Fund advertises its yield and effective yield.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. It can be expected that each Fund's yield will
fluctuate substantially. The yield of a Fund refers to the income generated
by an investment in such Fund over a seven-day period (which period will
be stated in the advertisement). This income is then annualized. That is,
the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as
a percentage of the investment. The effective yield is calculated
similarly, but, when annualized, the income earned by an investment in a
Fund is assumed to be reinvested. The effective yield will be slightly
higher than the yield because of the compounding effect of this assumed
reinvestment. Each Fund's yield and effective yield may reflect absorbed
expenses pursuant to any undertaking that may be in effect. See
"Management of the Funds."
Yield information is useful in reviewing a Fund's performance, but
because yields will fluctuate, such information under certain conditions
may not provide a basis for comparison with domestic bank deposits,
other investments which pay a fixed yield for a stated period of time, or
other investment companies which may use a different method of
computing yield.
Comparative performance information may be used from time to time in
advertising or marketing each Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitor trademark, N. Palm Beach, Fla.
33408, IBC/Donoghue's Money Fund Report, Morningstar, Inc. and other
industry publications.
DESCRIPTION OF THE FUNDS
INVESTMENT OBJECTIVE - Each Fund's goal is to provide you with as high a
level of current income as is consistent with the preservation of capital
and the maintenance of liquidity. Each Fund's investment objective cannot
be changed without approval by the holders of a majority (as defined in
the Investment Company Act of 1940) of its outstanding voting shares.
There can be no assurance that a Fund's investment objective will be
achieved. Securities in which each Fund invests may not earn as high a
level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES - Each Fund seeks to maintain a net asset value of
$1.00 per share for purchases and redemptions. To do so, each Fund uses
the amortized cost method of valuing its securities pursuant to Rule 2a-7
under the Investment Company Act of 1940, certain requirements of which
are summarized below. There can be no assurance that either Fund will be
able to maintain a stable net asset value of $1.00 per share.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase
only instruments having remaining maturities of 13 months or less and
invest only in U.S. dollar denominated securities determined in accordance
with procedures established by the Fund's Board to present minimal credit
risks and, with respect to the MONEY FUND only, which are rated in one of
the two highest rating categories for debt obligations by at least two
nationally recognized statistical rating organizations (or one rating
organization if the instrument was rated by only one such organization),
or, if unrated, are of comparable quality as determined in accordance with
procedures established by the MONEY FUND'S Board of Directors. Moreover,
the MONEY FUND will purchase only securities so rated in the highest
rating category or, if unrated, of comparable quality as determined in
accordance with such procedures. The nationally recognized statistical
rating organizations currently rating instruments of the type the MONEY
FUND may purchase are Moody's Investors Service, Inc., Standard & Poor's
Corporation, Duff & Phelps, Inc., Fitch Investors Service, Inc., IBCA
Limited and IBCA Inc., and Thomson BankWatch, Inc. and their rating
criteria are described in the Appendix to the Statement of Additional
Information. This discussion concerning investment ratings and rating
organizations does not apply to the GOVERNMENT MONEY FUND because it
invests exclusively in U.S. Government securities and repurchase
agreements in respect thereof. For further information regarding the
amortized cost method of valuing securities, see "Determination of Net
Asset Value" in the Statement of Additional Information.
MONEY FUND. To achieve its goal, the MONEY FUND invests in short-term
money market obligations, including securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities, certi-
Page 4
ficates of
deposit, time deposits, bankers' acceptances and other short-term
obligations issued by domestic banks, foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign branches
of foreign banks, repurchase agreements, and high grade domestic and
foreign commercial paper and other short-term corporate obligations,
including those with floating or variable rates of interest. The MONEY
FUND will invest in U.S. dollar denominated obligations issued or
guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities, including obligations of
supranational entities. In addition, the MONEY FUND is permitted to lend
portfolio securities and enter into reverse repurchase agreements to the
extent described below. During normal market conditions, at least 25% of
the MONEY FUND'S assets will be invested in bank obligations. See "Risk
Factors Relating to the Money Fund" below.
The MONEY FUND will not invest more than 5% of its total assets in the
securities (including the securities collateralizing a repurchase
agreement) of, or subject to puts issued by, a single issuer, except that (i)
the MONEY FUND may invest more than 5% of its total assets in a single
issuer for a period of up to three business days in certain limited
circumstances, (ii) the MONEY FUND may invest in obligations issued or
guaranteed by the U.S. Government without any such limitation, and (iii)
the limitation with respect to puts does not apply to unconditional puts if
no more than 10% of the MONEY FUND'S total assets is invested in
securities issued or guaranteed by the issuer of the unconditional put. As
to each security, these percentages are measured at the time the MONEY
FUND purchases the security.
GOVERNMENT MONEY FUND. To achieve its goal, the GOVERNMENT MONEY
FUND invests in securities issued or guaranteed as to principal and
interest by the U.S. Government or its agencies or instrumentalities, and
repurchase agreements in respect of such securities.
PORTFOLIO SECURITIES
MONEY FUND AND GOVERNMENT MONEY FUND. Securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities
include U.S. Treasury securities, which differ in their interest rates,
maturities and times of issuance. Treasury Bills have initial maturities of
one year or less; Treasury Notes have initial maturities of one to ten
years; and Treasury Bonds generally have initial maturities of greater
than ten years. Some obligations issued or guaranteed by U.S. Government
agencies and instrumentalities, for example Government National
Mortgage Association pass-through certificates, are supported by the full
faith and credit of the U.S. Treasury; others, such as those of the Federal
Home Loan Banks, by the right of the issuer to borrow from the Treasury;
others, such as those issued by the Federal National Mortgage Association,
by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the credit of the
agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will
always do so, since it is not so obligated by law. Each Fund will invest in
such securities only when it is satisfied that the credit risk with respect
to the issuer is minimal.
Repurchase agreements involve the acquisition by a Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price, usually
not more than one week after its purchase. The Fund's custodian or sub-
custodian will have custody of, and will hold in a segregated account,
securities acquired by such Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and
Exchange Commission to be loans by the Fund entering into them. In an
attempt to reduce the risk of incurring a loss on a repurchase agreement,
the Funds will enter into repurchase agreements only with domestic banks
with total assets in excess of one billion dollars or primary government
securities dealers reporting to the Federal Reserve Bank of New York, with
respect to securities of the type in which the Fund which has entered into
the repurchase agreement may invest or government securities, and will
require that additional securities be deposited with it if the value of the
securities purchased should decrease below resale price. The Dreyfus
Corporation will monitor on an ongoing basis the value of the
Page 5
collateral to
assure that it always equals or exceeds the repurchase price. Certain
costs may be incurred by a Fund in connection with the sale of the
securities if the seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the securities, realization on the
securities by a Fund may be delayed or limited. Each Fund will consider on
an ongoing basis the creditworthiness of the institutions with which it
enters into repurchase agreements.
MONEY FUND ONLY. The MONEY FUND also may invest in obligations issued
or guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities that are determined by The
Dreyfus Corporation to be of comparable quality to the other obligations in
which the MONEY FUND may invest. Such securities also include debt
obligations of supranational entities. Supranational entities include
international organizations designed or supported by governmental
entities to promote economic reconstruction or development and
international banking institutions and related government agencies.
Examples include the International Bank for Reconstruction and
Development (the World Bank), the European Coal and Steel Community, the
Asian Development Bank and the InterAmerican Development Bank. The
percentage of the MONEY FUND'S assets invested in securities issued by
foreign governments will vary depending on the relative yields of such
securities, the economic and financial markets of the countries in which
the investments are made and the interest rate climate of such countries.
The MONEY FUND will invest in certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks, foreign branches of domestic banks, foreign subsidiaries of
domestic banks, and domestic and foreign branches of foreign banks. See
"Risk Factors Relating to the Money Fund" below. Certificates of deposit
are negotiable certificates evidencing the obligation of a bank to repay
funds deposited with it for a specified period of time. Time deposits are
non-negotiable deposits maintained in a banking institution for a
specified period of time at a stated interest rate. Time deposits which
may be held by the MONEY FUND will not benefit from insurance from the
Bank Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation. Bankers'
acceptances are credit instruments evidencing the obligation of a bank to
pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
The MONEY FUND also may invest in commercial paper, which consists of
short-term, unsecured promissory notes issued to finance short-term
credit needs. The commercial paper purchased by the MONEY FUND will
consist only of direct obligations issued by domestic and foreign entities.
The other corporate obligations in which the MONEY FUND may invest
consist of high quality, U.S. dollar denominated short-term bonds and
notes (including variable amount master demand notes) issued by domestic
and foreign corporations, including banks.
The MONEY FUND may purchase floating and variable rate demand notes
and bonds, which are obligations ordinarily having stated maturities in
excess of 13 months, but which permit the holder to demand payment of
principal at any time, or at specified intervals not exceeding 13 months,
in each case upon not more than 30 days' notice. Variable rate demand
notes include master demand notes which are obligations that permit the
MONEY FUND to invest fluctuating amounts, which may change daily
without penalty, pursuant to direct arrangements between the Fund, as
lender, and the borrower. The interest rates on these notes fluctuate from
time to time. The issuer of such obligations normally has a corresponding
right, after a given period, to prepay in its discretion the outstanding
principal amount of the obligations plus accrued interest upon a specified
number of days' notice to the holders of such obligations. The interest
rate on a floating rate demand obligation is based on a known lending rate,
such as a bank's prime rate, and is adjusted automatically each time such
rate is adjusted. The interest rate on a variable rate demand obligation is
adjusted automatically at specified intervals. Frequently, such obligations
are secured by letters of credit or other credit support arrangements
provided by banks. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated
that such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value. Accordingly, where these obligations are not
secured by letters of credit or other credit support arrangements, the
MONEY FUND'S right
Page 6
to redeem is dependent on the ability of the borrower
to pay principal and interest on demand. Such obligations frequently are
not rated by credit rating agencies and the MONEY FUND may invest in
obligations which are not so rated only if The Dreyfus Corporation
determines that at the time of investment the obligations are of
comparable quality to the other obligations in which the MONEY FUND may
invest. The Dreyfus Corporation, on behalf of the MONEY FUND, will
consider on an ongoing basis the creditworthiness of the issuers of the
floating and variable rate demand obligations in such Fund's portfolio. The
MONEY FUND will not invest more than 10% of the value of its net assets in
floating or variable rate demand obligations as to which it cannot
exercise the demand feature on not more than seven days' notice if there
is no secondary market available for these obligations, and in other
illiquid securities.
The MONEY FUND also may purchase unsecured promissory notes
("Notes") which are not readily marketable and have not been registered
under the Securities Act of 1933, as amended, provided such investments
are consistent with the Fund's goal. The Notes purchased by the MONEY
FUND will have remaining maturities of 13 months or less and will be
deemed by its Board of Directors to present minimal credit risks and will
meet the quality criteria set forth above under "Management Policies."
The MONEY FUND will invest no more than 10% of its net assets in such
Notes and in other illiquid securities.
The MONEY FUND may purchase from financial institutions participation
interests in securities in which the Fund may invest. A participation
interest gives the MONEY FUND an undivided interest in the security in the
proportion that the Fund's participation interest bears to the total
principal amount of the security. These instruments may have fixed,
floating or variable rates of interest, with remaining maturities of 13
months or less. If the participation interest is unrated, or has been given a
rating below that which is permissible for purchase by the MONEY FUND,
the participation interest will be backed by an irrevocable letter of credit
or guarantee of a bank, or the payment obligation otherwise will be
collateralized by U.S. Government securities, or, in the case of unrated
participation interests, The Dreyfus Corporation must have determined
that the instrument is of comparable quality to those instruments in
which the MONEY FUND may invest. For certain participation interests, the
MONEY FUND will have the right to demand payment, on not more than
seven days' notice, for all or any part of the Fund's participation interest
in the security, plus accrued interest. As to these instruments, the MONEY
FUND intends to exercise its right to demand payment only upon a default
under the terms of the security, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio. The MONEY FUND will not invest more than 10% of its net assets
in participation interests that do not have this demand feature, and in
other illiquid securities.
The MONEY FUND may invest up to 10% of the value of its net assets in
securities as to which a liquid trading market does not exist, provided
such investments are consistent with the Fund's investment objective.
Such securities may include securities that are not readily marketable,
such as certain securities that are subject to legal or contractual
restrictions on resale and repurchase agreements providing for settlement
in more than seven days after notice. However, if a substantial market of
qualified institutional buyers develops pursuant to Rule 144A under the
Securities Act of 1933, as amended, for certain of these securities held
by the MONEY FUND, the Fund intends to treat such securities as liquid
securities in accordance with procedures approved by the Fund's Board of
Directors. Because it is not possible to predict with assurance how the
market for restricted securities pursuant to Rule 144A will develop, the
MONEY FUND'S Board of Directors has directed The Dreyfus Corporation to
monitor carefully the MONEY FUND'S investments in such securities with
particular regard to trading activity, availability of reliable price
information and other relevant information. To the extent that for a period
of time, qualified institutional buyers cease purchasing such restricted
securities pursuant to Rule 144A, the MONEY FUND'S investing in such
securities may have the effect of increasing the level of illiquidity in its
portfolio during such period.
From time to time, the MONEY FUND may lend securities from its
portfolio to brokers, dealers and other institutional investors needing to
borrow securities to complete certain transactions. Such loans may not
exceed 33-1/3% of the value of the MONEY FUND'S total assets. In
connection with such loans, the MONEY FUND will receive collateral
consisting of cash, U.S. Government securities or irrevocable letters of
credit issued by financial institutions. Such collateral will be maintained
at all times in an amount equal to at least 100% of the cur-
Page 7
rent market
value of the loaned securities. The MONEY FUND can increase its income
through the investment of such collateral. The MONEY FUND continues to be
entitled to payments in amounts equal to the interest or other
distributions payable on the loaned security and receives interest on the
amount of the loan. Such loans will be terminable at any time upon
specified notice. The MONEY FUND might experience risk of loss if the
institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund.
The MONEY FUND may borrow for temporary or emergency purposes and
for investment purposes, on a secured basis through entering into reverse
repurchase agreements with banks, brokers or dealers. Reverse repurchase
agreements involve the transfer by the MONEY FUND of an underlying debt
instrument in return for cash proceeds based on a percentage of the value
of the security. The MONEY FUND retains the right to receive interest and
principal payments on the security. The MONEY FUND will use the proceeds
of reverse repurchase agreements only to make investments which
generally either mature or have a demand feature to resell to the issuer at
a date simultaneous with or prior to the expiration of the reverse
repurchase agreement. At an agreed upon future date, the Fund repurchases
the security, at principal, plus accrued interest. In certain types of
agreements, there is no agreed upon repurchase date and interest
payments are calculated daily, often based on the prevailing overnight
repurchase rate. The MONEY FUND will maintain in a segregated custodial
account cash, cash equivalents or U.S. Government securities or other high
quality liquid debt securities equal to the aggregate amount of its reverse
repurchase obligations, plus accrued interest, in certain cases, in
accordance with releases promulgated by the Securities and Exchange
Commission. The Securities and Exchange Commission views reverse
repurchase agreement transactions as collateralized borrowings by the
Fund, and, pursuant to the Investment Company Act of 1940, the MONEY
FUND must maintain continuous asset coverage (that is, total assets
including borrowings, less liabilities exclusive of borrowings) of 300% of
the amount borrowed. If the 300% asset coverage should decline as a
result of market fluctuations or other reasons, the MONEY FUND may be
required to sell some of its portfolio holdings within three days to reduce
the debt and restore 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that
time. As a result of these transactions, the MONEY FUND is exposed to
greater potential fluctuations in the value of its assets and its net asset
value per share. Interest costs on the money borrowed may exceed the
return received on the securities purchased. The MONEY FUND'S Directors
have considered the risks to the Fund and its shareholders which may
result from the entry into reverse repurchase agreements and have
determined that the entry into such agreements is consistent with the
MONEY FUND'S investment objective and management policies.
The MONEY FUND may purchase money market securities on a forward
commitment basis, which means that delivery and payment for such
securities ordinarily take place within 45 days after the date of the
commitment to purchase. The payment obligation and the interest rate
that will be received on the securities are fixed at the time the MONEY
FUND enters into the commitment. The MONEY FUND will make
commitments to purchase such securities only with the intention of
actually acquiring the securities, but the Fund may sell these securities
before the settlement date if it is deemed advisable. The MONEY FUND will
not accrue income in respect of a security purchased on a forward
commitment basis prior to its stated delivery date.
Securities purchased on a forward commitment basis and other
securities held in the MONEY FUND'S portfolio are subject to changes in
value (both generally changing in the same way, i.e., appreciating when
interest rates decline and depreciating when interest rates rise) based
upon the public's perception of the creditworthiness of the issuer and
changes, real or anticipated, in the level of interest rates. Securities
purchased on a forward commitment basis may expose the MONEY FUND to
risk because they may experience such fluctuations prior to their actual
delivery. Purchasing securities on a forward commitment basis can
involve the additional risk that the yield available in the market when the
delivery takes place actually may be higher than that obtained in the
transaction itself. A segregated account of the MONEY FUND consisting of
cash, cash equivalents or U.S. Government securities or other high quality
liquid debt securities at least equal at all times to the amount of the
forward commitments will be established and maintained at the Fund's
custodian bank. Purchasing securities on a forward commitment basis
when the MONEY FUND is fully or almost fully invested may result in
greater potential fluctuation in the value of the MONEY FUND'S net assets
and its net asset value per share.
Page 8
CERTAIN FUNDAMENTAL POLICIES __ The MONEY FUND (i) may borrow money,
including in connection with the entry into reverse repurchase
agreements, provided that the Fund maintains continuous asset coverage
(that is, total assets including borrowings, less liabilities exclusive of
borrowings) of 300% of the amount borrowed; (ii) may invest up to 5% of
its total assets in the obligations of any issuer, except that up to 25% of
the value of the Fund's total assets may be invested (subject to the
provisions of Rule 2a-7), and obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities may be purchased, without
regard to any such limitation; and (iii) will invest, under normal market
conditions, at least 25% of its total assets in securities issued by banks,
including foreign banks and branches, and may invest up to 25% of its total
assets in the securities of issuers in any other industry, provided that
there is no limitation on investments in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities. The
GOVERNMENT MONEY FUND may borrow money, but only for temporary or
emergency (not leveraging) purposes, in an amount up to 15% of the value
of its total assets (including the amount borrowed) valued at the lesser of
cost or market, less liabilities (not including the amount borrowed) at the
time the borrowing is made. While borrowings exceed 5% of the value of
its total assets, the GOVERNMENT MONEY FUND will not make any
additional investments. This paragraph describes fundamental policies
that cannot be changed, as to a Fund, without approval by the holders of a
majority (as defined in the Investment Company Act of 1940) of such
Fund's outstanding voting shares. See "Investment Objective and
Management Policies - Investment Restrictions" in the Statement of
Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES - Each Fund may (i)
pledge, hypothecate, mortgage or otherwise encumber its assets, but only
to secure permitted borrowings; and (ii) invest up to 10% of the value of
its net assets in repurchase agreements providing for settlement in more
than seven days after notice and in other illiquid securities (which
securities, for the MONEY FUND only, could include participation interests
that are not subject to the demand feature described above and floating
and variable rate demand obligations as to which such Fund cannot
exercise the related demand feature described above and as to which there
is no secondary market). See "Investment Objective and Management
Policies - Investment Restrictions" in the Statement of Additional
Information.
RISK FACTORS RELATING TO THE MONEY FUND - Since the MONEY FUND'S
portfolio may contain securities issued by foreign governments, or any of
their political subdivisions, agencies or instrumentalities, and by foreign
branches of domestic banks, foreign subsidiaries of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper
issued by foreign issuers, the MONEY FUND may be subject to additional
investment risks with respect to such securities that are different in
some respects from those incurred by a fund which invests only in debt
obligations of U.S. domestic issuers, although such obligations may be
higher yielding when compared to the securities of U.S. domestic issuers.
In making foreign investments, therefore, the MONEY FUND will give
appropriate consideration to the following factors, among others.
Foreign securities markets generally are not as developed or efficient
as those in the United States. Securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S. issuers.
Similarly, volume and liquidity in most foreign securities markets are
less than in the United States and, at times, volatility of price can be
greater than in the United States. The issuers of some of these securities,
such as bank obligations, may be subject to less stringent or different
regulation than are U.S. issuers. In addition, there may be less publicly
available information about a non-U.S. issuer, and non-U.S. issuers
generally are not subject to uniform accounting and financial reporting
standards, practices and requirements comparable to those applicable to
U.S. issuers.
Because evidences of ownership of such securities usually are held
outside the United States, the MONEY FUND will be subject to additional
risks which include possible adverse political and economic developments,
possible seizure or nationalization of foreign deposits and possible
adoption of governmental restrictions which might adversely affect the
payment of principal and interest on the foreign securities or might
restrict the payment of principal and interest to investors located outside
the country of the issuer, whether from currency blockage or otherwise.
Furthermore, some of these securities are subject to brokerage taxes
levied by foreign governments, which have the effect of increasing the
cost of such investment and reducing the realized gain or increasing the
real-
Page 9
ized loss on such securities at the time of sale. Income earned or
received by the MONEY FUND from sources within foreign countries may be
reduced by withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States, however,
may reduce or eliminate such taxes. All such taxes paid by the MONEY FUND
will reduce its net income available for distribution to shareholders. The
Dreyfus Corporation will consider available yields, net of any required
taxes, in selecting foreign securities.
To the extent the MONEY FUND'S investments are concentrated in the
banking industry, the MONEY FUND will have correspondingly greater
exposure to the risk factors which are characteristic of such investments.
Sustained increases in interest rates can adversely affect the availability
or liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure
to credit losses. In addition, the value of the investment return on the
MONEY FUND'S shares could be affected by economic or regulatory
developments in or related to the banking industry, which industry also is
subject to the effects of the concentration of loan portfolios in leveraged
transactions and in particular businesses, and competition within the
banking industry as well as with other types of financial institutions. The
MONEY FUND, however, will seek to minimize its exposure to such risks by
investing only in debt securities which are determined to be of the highest
quality pursuant to procedures established by its Board of Directors.
OTHER INVESTMENT CONSIDERATIONS - Each Fund is designed to benefit
investors who do not engage in frequent redemptions or exchanges of such
Fund's shares. Because charges may apply to redemptions and exchanges of
Fund shares, neither Fund may be an appropriate investment for an
investor who intends to engage frequently in such transactions.
Each Fund will attempt to increase yield by trading to take advantage of
short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect a Fund since neither
Fund usually pays brokerage commissions when it purchases portfolio
securities. The value of the portfolio securities held by each Fund will
vary inversely to changes in prevailing interest rates. Thus, if interest
rates have increased from the time a security was purchased, such
security, if sold, might be sold at a price less than its purchase cost.
Similarly, if interest rates have declined from the time a security was
purchased, such security, if sold, might be sold at a price greater than its
purchase cost. In either instance, if the security was purchased at face
value and held to maturity, no gain or loss would be realized.
Dividends and distributions attributable to interest from direct
obligations of the United States and paid by the GOVERNMENT MONEY FUND
to individuals currently are not subject to personal income tax in most
states. Dividends and distributions attributable to interest from other
securities in which the GOVERNMENT MONEY FUND may invest, such as
repurchase agreements, however, may be subject to state tax. See
"Dividends, Distributions and Taxes."
Investment decisions for each Fund are made independently from those
of other investment companies advised by The Dreyfus Corporation.
However, if such other investment companies are prepared to invest in, or
desire to dispose of, money market instruments at the same time as a
Fund, available investments or opportunities for sales will be allocated
equitably to each investment company. In some cases, this procedure may
adversely affect the size of the position obtained for or disposed of by a
Fund or the price paid or received by a Fund.
MANAGEMENT OF THE FUNDS
The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as each Fund's investment
adviser. As of April 30, 1994, The Dreyfus Corporation managed or
administered approximately $72 billion in assets for more than 1.9
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the affairs of each Fund under a separate Management
Agreement with each Fund, subject to the overall authority of the MONEY
FUND'S Board of Directors in accordance with Maryland law, and the
GOVERNMENT MONEY FUND'S Board of Trustees in accordance with
Massachusetts law.
Under the terms of its respective Management Agreement, each Fund has
agreed to pay The Dreyfus Corporation a monthly fee at the annual rate of
.50 of 1% of the value of its average daily net assets. From time
Page 10
to time,
The Dreyfus Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of a Fund, which would have the effect of
lowering that Fund's overall expense ratio and increasing yield to
investors at the time such amounts are waived or assumed, as the case
may be. Neither Fund will pay The Dreyfus Corporation at a later time for
any amounts it may waive, nor will either Fund reimburse The Dreyfus
Corporation for any amounts it may assume. For the fiscal year ended
February 28, 1994, neither Fund paid any management fee pursuant to
separate undertakings by The Dreyfus Corporation.
The Dreyfus Corporation has undertaken until June 30, 1996 that if in
any fiscal year of a Fund its aggregate expenses, exclusive of taxes,
brokerage, interest on borrowings and (with the prior written consent of
the necessary state securities commissions) extraordinary expenses, but
including the respective management fee, exceed .45 of 1% of the value of
its average daily net assets for the fiscal year, such Fund may deduct
from the payment to be made to The Dreyfus Corporation under its
Management Agreement, or The Dreyfus Corporation will bear, such excess
expense.
The Dreyfus Corporation may pay Dreyfus Service Corporation for
shareholder and distribution services from The Dreyfus Corporation's own
assets, including past profits but not including the management fee paid
by the Fund. Dreyfus Service Corporation may use part or all of such
payments to pay securities dealers or others in respect of these services.
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Transfer and Dividend Disbursing Agent (the "Transfer Agent") for each
Fund. The Transfer Agent will receive the $5.00 exchange fee, the $5.00
account closeout fee, the $5.00 wire redemption fee and the $2.00
checkwriting charge, described below. A sufficient number of your shares
will be redeemed automatically to pay these amounts. These payments
will reduce the transfer agency fee otherwise payable by each Fund. By
purchasing shares of a Fund, you are deemed to have consented to this
procedure. The Bank of New York, 110 Washington Street, New York, New
York 10286, is the Custodian for each Fund.
HOW TO BUY SHARES
Each Fund's distributor is Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, located at 200 Park Avenue, New
York, New York 10166. The shares it distributes are not deposits or
obligations of The Dreyfus Security Savings Bank, F.S.B. and therefore are
not insured by the Federal Deposit Insurance Corporation.
You can purchase Fund shares without a sales charge if you purchase
them directly from Dreyfus Service Corporation. You may be charged a
nominal fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. Share certificates are issued
only upon your written request. No certificates are issued for fractional
shares. The Fund reserves the right to reject any purchase order.
The minimum initial investment is $25,000. Subsequent investments
must be at least $1,000. The initial investment must be accompanied by
the Fund's Account Application.
You may purchase Fund shares by check or wire. Checks should be made
payable to "The Dreyfus Family of Funds." Payments to open new accounts
which are mailed should be sent to The Dreyfus Family of Funds, P.O. Box
9387, Providence, Rhode Island 02940-9387, together with your Account
Application. For subsequent investments, your Fund account number should
appear on the check and an investment slip should be enclosed and sent to
The Dreyfus Family of Funds, P.O. Box 105, Newark, New Jersey 07101-
0105. Neither initial nor subsequent investments should be made by third
party check. Purchase orders may be delivered in person only to a Dreyfus
Financial Center. THESE ORDERS WILL BE FORWARDED TO THE RELEVANT
FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the
location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information."
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank
having a correspondent bank in New York City. Immediately available funds
may be transmitted by wire to The Bank of New York (DDA
#8900204419/Dreyfus BASIC Money Market Fund, Inc., or DDA
#8900204427/Dreyfus BASIC U.S. Government Money Market Fund), for
purchase of
Page 11
shares in your name. The wire must include your Fund account
number (for new accounts, your Taxpayer Identification Number ("TIN")
should be included instead), account registration and dealer number, if
applicable. If your initial purchase of Fund shares is by wire, please call
1-800-645-6561 after completing your wire payment to obtain your Fund
account number. Please include your Fund account number on the Fund's
Account Application and promptly mail the Account Application to the
Fund, as no redemptions will be permitted until the Account Application is
received. You may obtain further information about remitting funds in this
manner from your bank. All payments should be made in U.S. dollars and, to
avoid additional fees and delays, should be drawn only on U.S. banks. A
charge will be imposed if any check used for investment in your account
does not clear. Each Fund makes available to certain large institutions the
ability to issue purchase instructions through compatible computer
facilities.
Shares of each Fund also may be purchased through IRA Accounts,
provided the opening balance is at least $25,000. Subsequent investments
through IRA Accounts must be at least $1,000. For details, please contact
the Dreyfus Group Retirement Plans, a division of Dreyfus Service
Corporation, by calling toll free 1-800-358-5566.
Subsequent investments also may be made by electronic transfer of funds
from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct
the institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with instructions to
credit your Fund account. The instructions must specify your Fund account
registration and your Fund account number PRECEDED BY THE DIGITS
"1111."
Shares of each Fund are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks within the Federal Reserve System which
are held on deposit at a Federal Reserve Bank) are received by the Transfer
Agent or other agent or entity subject to the direction of such agents. If
you do not remit Federal Funds, your payment must be converted into
Federal Funds. This usually occurs within one business day of receipt of a
bank wire or within two business days of receipt of a check drawn on a
member bank of the Federal Reserve System. Checks drawn on banks which
are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds,
your money will not be invested.
Net asset value per share is determined as of the close of trading on the
floor of the New York Stock Exchange (currently 4:00 p.m., New York time)
on each day the New York Stock Exchange or Transfer Agent, as to the
MONEY FUND, or the New York Stock Exchange, as to the GOVERNMENT
MONEY FUND, is open for business. Net asset value per share is computed
by dividing the value of the Fund's net assets (i.e., the value of its assets
less liabilities) by the total number of shares outstanding. See
"Determination of Net Asset Value" in the Statement of Additional
Information.
If your payments are received in or converted into Federal Funds by the
Transfer Agent by the close of trading on the floor of the New York Stock
Exchange on a business day, Fund shares will be purchased at the net asset
value per share determined as of such close of trading on that day. Shares
begin accruing income dividends on the day following the date of purchase.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes"
and each Fund's Account Application for further information concerning
this requirement. Failure to furnish a certified TIN to the Fund could
subject you to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
EXCHANGE PRIVILEGE
The Exchange Privilege enables you to purchase, in exchange for shares
of your Fund, shares of certain other funds managed or administered by
The Dreyfus Corporation, to the extent such shares are offered for sale in
your state of residence. These funds have different investment objectives
which may be of interest to you. The Exchange Privilege may be exercised
four times during the calendar year as described below. If you desire to
use this Privilege, you should consult Dreyfus Service Corporation to
determine if it is available and whether any other conditions are imposed
on its use. You will be charged a $5.00 fee for each exchange you make out
of your Fund. This fee will be deducted from your account and paid to the
Transfer Agent.
Page 12
To use this Privilege, you must give exchange instructions to the
Transfer Agent in writing, by wire or by telephone. If you previously have
established the Telephone Exchange Privilege, you may telephone exchange
instructions by calling 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. See "How to Redeem Fund Shares -
Procedures." Before an exchange into a fund offered by another prospectus,
you must obtain and should review a copy of the current prospectus of the
fund into which the exchange is being made. Prospectuses may be obtained
from Dreyfus Service Corporation. Except in the case of Personal
Retirement Plans, the shares being exchanged must have a current value of
at least $1,000; furthermore, when establishing a new account by
exchange, the shares being exchanged must have a value of at least the
minimum initial investment required for the fund into which the exchange
is being made. Telephone exchanges may be made only if the appropriate
"YES" box has been checked on the Account Application, or a separate
signed Shareholder Services Form is on file with the Transfer Agent. Upon
an exchange into a new account, the following shareholder services and
privileges, as applicable and where available, will be automatically
carried over to the fund into which the exchange is made: Exchange
Privilege, Check Redemption Privilege, Wire Redemption Privilege,
Telephone Redemption Privilege and the dividend/capital gain distribution
option selected by the investor.
Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the Fund from
which you are exchanging were: (a) purchased with a sales load, (b)
acquired by a previous exchange from shares of the Fund purchased with a
sales load, or (c) acquired through reinvestment of dividends or
distributions paid with respect to the foregoing categories of shares. To
qualify, at the time of your exchange you must notify the Transfer Agent.
Any such qualification is subject to confirmation of your holdings through
a check of appropriate records. See "Exchange Privilege" in the Statement
of Additional Information. Each Fund reserves the right to reject any
exchange request in whole or in part. With respect to any investor who has
exchanged out of a Fund four times during the calendar year, further
purchase orders (including those pursuant to exchange instructions)
relating to any shares of such Fund will be rejected for the remainder of
the calendar year. The Exchange Privilege may be modified or terminated
at any time upon notice to shareholders.
The exchange of shares of one fund for shares of another is treated for
Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
HOW TO REDEEM SHARES
GENERAL - You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent as
described below. When a request is received in proper form, your Fund will
redeem the shares at the next determined net asset value.
YOU WILL BE CHARGED $5.00 WHEN YOU REDEEM ALL SHARES IN YOUR
ACCOUNT OR YOUR ACCOUNT IS OTHERWISE CLOSED OUT. The fee will be
deducted from your redemption proceeds and paid to the Transfer Agent.
The account closeout fee does not apply to exchanges out of the Fund or to
wire redemptions, for each of which a $5.00 fee applies. Securities
dealers, banks and other financial institutions may charge a nominal fee
for effecting redemptions of Fund shares. Any certificates representing
Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset value.
Each Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and
Exchange Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY
CHECK AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO
THE TRANSFER AGENT, YOUR REDEMPTION WILL BE EFFECTIVE AND THE
REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON
BANK CLEARANCE OF YOUR PURCHASE CHECK, WHICH MAY
Page 13
TAKE UP TO EIGHT
BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL NOT HONOR
REDEMPTION CHECKS UNDER THE CHECK REDEMPTION PRIVILEGE, AND WILL
REJECT REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE, FOR A
PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT
OF THE PURCHASE CHECK AGAINST WHICH SUCH REDEMPTION IS REQUESTED.
THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY
WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED
BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO
THE TIME ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL
ACCRUE AND BE PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL
OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares will not be
redeemed until the Transfer Agent has received your Account Application.
Each Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is
$10,000 or less and remains so during the notice period. The $5.00 account
closeout fee would be charged in such case.
PROCEDURES - You may redeem shares by using the regular redemption
procedure through the Transfer Agent, the Check Redemption Privilege,
through the Wire Redemption Privilege, or the Telephone Redemption
Privilege. The Fund makes available to certain large institutions the
ability to issue redemption instructions through compatible computer
facilities.
You may redeem or exchange Fund shares by telephone if you have
checked the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. If you select a
telephone redemption or exchange privilege, you authorize the Transfer
Agent to act on telephone instructions from any person representing
himself or herself to be you and reasonably believed by the Transfer Agent
to be genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not follow such
procedures, it may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Fund nor the Transfer Agent will be
liable for following telephone instructions reasonably believed to be
genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of
these other redemption procedures may result in your redemption request
being processed at a later time than it would have been if telephone
redemption had been used.
REGULAR REDEMPTION - Under the regular redemption procedure, you may
redeem Fund shares by written request mailed to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. Redemption
requests may be delivered in person only to a Dreyfus Financial Center.
THESE REQUESTS WILL BE FORWARDED TO THE RELEVANT FUND AND WILL BE
PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the nearest
Dreyfus Financial Center, please call one of the telephone numbers listed
under "General Information."
Redemption requests must be signed by each shareholder, including each
owner of a joint account, and each signature must be guaranteed. The
Transfer Agent has adopted standards and procedures pursuant to which
signature-guarantees in proper form generally will be accepted from
domestic banks, brokers, dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies and
savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program.
If you have any questions with respect to signature-guarantees, please
call one of the telephone numbers listed under "General Information."
Redemption proceeds of at least $5,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
CHECK REDEMPTION PRIVILEGE - You may request on the Account
Application, Shareholder Services Form or by later written request that
your Fund provide Redemption Checks drawn on such Fund's account.
Redemption Checks may be made payable to the order of any person in the
amount of $1,000 or more. Redemption Checks should not be used to close
your account. Your account will be charged $2.00 for each Redemption
Check you write. The Transfer Agent also will impose a fee for stopping
payment of a Redemption Check upon your request or if the Transfer Agent
cannot honor the Redemption Check due to
Page 14
insufficient funds or other valid
reason. You should date your Redemption Checks with the current date
when you write them. Please do not postdate your Redemption Checks. If
you do, the Transfer Agent will honor, upon presentment, even if presented
before the date of the check, all postdated Redemption Checks which are
dated within six months of presentment for payment, if they are
otherwise in good order. The Fund may return an unpaid Redemption Check
that would draw your account balance below $5.00 and you may be subject
to extra charges. Shares held under IRAs, and shares for which
certificates have been issued, may not be redeemed by Redemption Check.
This Privilege may be modified or terminated at any time by the Fund or
the Transfer Agent upon notice to shareholders.
WIRE REDEMPTION PRIVILEGE - You may request by wire or telephone that
redemption proceeds (minimum $5,000) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank
if your bank is not a member. To establish the Wire Redemption Privilege,
you must check the appropriate box and supply the necessary information
on the Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption proceeds be paid
by check (maximum $150,000 per day) made out to the owners of record
and mailed to your address. Redemption proceeds of less than $5,000 will
be paid automatically by check. Holders of jointly registered Fund or bank
accounts may have redemption proceeds of only up to $250,000 wired
within any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. Each Fund reserves the right to refuse any redemption request,
including requests made shortly after a change of address, and may limit
the amount involved or the number of such requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund. The
Funds' Statement of Additional Information sets forth instructions for
transmitting redemption requests by wire. Shares held under Keogh Plans,
IRAs or other retirement plans, and shares for which certificates have
been issued, are not eligible for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE - You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The redemption
proceeds will be paid by check and mailed to your address. You may
telephone redemption instructions by calling 1-800-221-4060 or, if you
are calling from overseas, call 1-401-455-3306. Each Fund reserves the
right to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount involved or
the number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund.
Shares held under Keogh Plans, IRAs or other retirement plans, and shares
for which certificates have been issued, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
Each Fund has adopted a Shareholder Services Plan pursuant to which
the Fund reimburses Dreyfus Service Corporation an amount not to exceed
an annual rate of .25 of 1% of the value of the Fund's average daily net
assets for certain allocated expenses of providing personal services
and/or maintaining shareholder accounts. The services may include
personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder
accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange and Transfer Agent, as to the MONEY
FUND, or the New York Stock Exchange, as to the GOVERNMENT MONEY FUND,
is open for business. Dividends for each Fund usually are paid on the last
calendar day of each month, and are automatically reinvested in additional
Fund shares at net asset value or, at your option, paid in cash. Each Fund's
earnings for Saturdays, Sundays and holidays are declared as dividends on
the next business day. If you redeem all shares in your account at any time
during the month, all dividends to which you are entitled will be paid to
you along with the proceeds of the redemption. Distributions from net
realized securities gains, if any, generally are declared and paid once a
year, but either Fund may make distributions on a more frequent basis to
Page 15
comply with the distribution requirements of the Internal Revenue Code of
1986, as amended (the "Code"), in all events in a manner consistent with
the provisions of the Investment Company Act of 1940. Neither Fund will
make distributions from net realized securities gains unless capital loss
carryovers, if any, have been utilized or have expired. You may choose
whether to receive distributions in cash or to reinvest in additional Fund
shares at net asset value. All expenses are accrued daily and deducted
before declaration of dividends to investors.
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or
a portion of any gains realized from the sale or other disposition of
certain money market discount bonds paid by the Fund will be taxable to
U.S. shareholders as ordinary income, whether received in cash or
reinvested in additional Fund shares. No dividend paid by a Fund will
qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains
of a Fund, if any, will be taxable to U.S. shareholders as long-term capital
gains for Federal income tax purposes regardless of how long you have
held your Fund shares and whether such distributions are received in cash
or reinvested in additional Fund shares. The Code provides that the net
capital gains of an individual will generally not be subject to Federal
income tax at a rate in excess of 28%. Dividends and distributions may be
subject to certain state and local taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
money market discount bonds paid by the Fund to a foreign investor
generally are subject to U.S. nonresident withholding taxes at the rate of
30%, unless the foreign investor claims the benefit of a lower rate
specified in a tax treaty. Distributions from net realized long-term
securities gains paid by a Fund to a foreign investor generally will not be
subject to U.S. nonresident withholding tax. However, such distributions
may be subject to backup withholding, as described below, unless the
foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and distributions will be
mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions
from securities gains, if any, paid during the year. Dividends and
distributions attributable to interest from direct obligations of the
United States and paid by a Fund to individuals currently are not subject
to tax in most states. Dividends and distributions attributable to interest
from other securities in which each Fund may invest may be subject to
state tax. The GOVERNMENT MONEY FUND intends to provide shareholders
with a statement which sets forth the percentage of dividends and
distributions paid by such Fund that is attributable to interest income
from direct obligations of the United States.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains paid to a shareholder if
such shareholder fails to certify either that the TIN furnished in
connection with opening an account is correct, or that such shareholder
has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify a Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax
return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of each Fund believes that such Fund has qualified for the
fiscal year ended February 28, 1994 as a "regulated investment company"
under the Code. Each Fund intends to continue to so qualify as long as such
qualification is in the best interests of its shareholders. Such
qualification relieves a Fund of any liability for Federal income tax to the
extent its earnings are distributed in accordance with applicable
provisions of the Code. Each Fund is subject to a non-deductible 4% excise
tax, measured with respect to certain undistributed amounts of taxable
investment income and capital gains.
You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.
Page 16
GENERAL INFORMATION
MONEY FUND. The MONEY FUND was incorporated under Maryland law on
March 17, 1992, and commenced operations on April 24, 1992. The MONEY
FUND is authorized to issue 3 billion shares of Common Stock, par value
$.001 per share. Each share has one vote.
Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the MONEY FUND to hold annual
meetings of shareholders. As a result, MONEY FUND shareholders may not
consider each year the election of Directors or the appointment of
auditors. However, pursuant to the MONEY FUND'S By-Laws, the holders of
at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for purposes of
removing a Director from office and for any other purpose. MONEY FUND
shareholders may remove a Director by the affirmative vote of a majority
of the MONEY FUND'S outstanding voting shares. In addition, the Board of
Directors will call a meeting of shareholders for the purpose of electing
Directors if, at any time, less than a majority of the Directors then
holding office have been elected by shareholders.
GOVERNMENT MONEY FUND. The GOVERNMENT MONEY FUND was organized
as an unincorporated business trust under the laws of the Commonwealth
of Massachusetts pursuant to an Agreement and Declaration of Trust (the
"Trust Agreement") dated September 12, 1990, and commenced operations
on April 24, 1992. The GOVERNMENT MONEY FUND is authorized to issue an
unlimited number of shares of Beneficial Interest, par value $.001 per
share. Each share has one vote.
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the
GOVERNMENT MONEY FUND. However, the Trust Agreement disclaims
shareholder liability for acts or obligations of the GOVERNMENT MONEY
FUND and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Fund
or a Trustee. The Trust Agreement provides for indemnification from the
GOVERNMENT MONEY FUND'S property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus,
the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the
GOVERNMENT MONEY FUND itself would be unable to meet its obligations, a
possibility which management believes is remote. Upon payment of any
liability incurred by the GOVERNMENT MONEY FUND, the shareholder paying
such liability will be entitled to reimbursement from the general assets
of the Fund. The Trustees intend to conduct the operations of the
GOVERNMENT MONEY FUND in such a way as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of the Fund. As
discussed under "Management of the Funds" in the Statement of Additional
Information, the GOVERNMENT MONEY FUND ordinarily will not hold
shareholder meetings; however, shareholders under certain circumstances
may have the right to call a meeting of shareholders for the purpose of
voting to remove Trustees.
BOTH FUNDS. Although each Fund is offering only its own shares, it is
possible that one Fund might become liable for any misstatement in this
Prospectus about the other Fund. The respective Boards of each Fund have
considered this factor in approving the use of this single combined
Prospectus.
The Transfer Agent maintains a record of your ownership and will send
confirmations and statements of account.
Shareholder inquiries may be made by writing to your Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll
free 1-800-645-6561. In New York City, call 1-718-895-1206; on Long
Island, call 794-5452.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN EACH FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF SUCH FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 17
DREYFUS
COMBINED PROSPECTUS FOR
DREYFUS BASIC MONEY
MARKET FUND, INC.
DREYFUS BASIC U.S. GOVERNMENT
MONEY MARKET FUND
(DREYFUS LION LOGO)
Copyright logo Dreyfus Service Corporation, 1994
Distributor
123/124p11052094
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
FOR
DREYFUS BASIC MONEY MARKET FUND, INC.
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
MAY 20, 1994
This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with the
current combined Prospectus of Dreyfus BASIC Money Market Fund,
Inc. (the "Money Fund") and Dreyfus BASIC U.S. Government Money
Market Fund (the "Government Money Fund")(collectively, the
"Funds"), dated May 20, 1994, as it may be revised from time to
time. To obtain a copy of the Funds' Prospectus, please write to
the Funds at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5452
The Dreyfus Corporation (the "Manager") serves as each
Fund's investment adviser.
Dreyfus Service Corporation (the "Distributor"), a
wholly-owned subsidiary of the Manager, is the distributor of
each Fund's shares.
Each Fund is a separate entity with a separate portfolio.
The operations and investment results of one Fund are unrelated
to those of the other Fund. This combined Statement of
Additional Information has been prepared for an investor's
convenience to provide each investor the opportunity to consider
two investment choices in one document.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . . .B-2
Management of the Funds. . . . . . . . . . . . . . . . . . .B-6
Management Agreements. . . . . . . . . . . . . . . . . . . .B-9
Shareholder Services Plan . . . . . . . . . . . . . . . . .B-10
Purchase of Shares . . . . . . . . . . . . . . . . . . . . .B-11
Redemption of Shares . . . . . . . . . . . . . . . . . . . .B-12
Exchange Privilege . . . . . . . . . . . . . . . . . . . . .B-14
Determination of Net Asset Value . . . . . . . . . . . . . .B-15
Dividends, Distributions and Taxes . . . . . . . . . . . . .B-16
Yield Information. . . . . . . . . . . . . . . . . . . . . .B-16
Portfolio Transactions . . . . . . . . . . . . . . . . . . .B-17
Information About the Funds. . . . . . . . . . . . . . . . .B-17
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . . . . .B-18
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . .B-19
Financial Statements
Money Fund . . . . . . . . . . . . . . . . . . . . . . . . .B-21
Government Money Fund. . . . . . . . . . . . . . . . . . . .B-30
Reports of Independent Auditors. . . . . . . . . . . . . . .B-29, B-37
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Description
of the Funds."
Portfolio Securities. The following applies only with respect to
the Money Fund. Domestic commercial banks organized under Federal law
are supervised and examined by the Comptroller of the Currency and are
required to be members of the Federal Reserve System and to have their
deposits insured by the Federal Deposit Insurance Corporation (the
"FDIC"). Domestic banks organized under state law are supervised and
examined by state banking authorities but are members of the Federal
Reserve System only if they elect to join. In addition, state banks
whose certificates of deposit ("CDs") may be purchased by the Money
Fund are insured by the FDIC (although such insurance may not be of
material benefit to the Fund, depending upon the principal amount of
the CDs of each bank held by the Fund) and are subject to Federal
examination and to a substantial body of Federal law and regulation.
As a result of Federal or state laws and regulations, domestic banks,
among other things, generally are required to maintain specified
levels of reserves, limited in the amounts which they can loan to a
single borrower and subject to other regulations designed to promote
financial soundness. However, not all of such laws and regulations
apply to the foreign branches of domestic banks.
Obligations of foreign branches of domestic banks, foreign
subsidiaries of domestic banks and domestic and foreign branches of
foreign banks, such as CDs and time deposits ("TDs"), may be general
obligations of the parent banks in addition to the issuing branch, or
may be limited by the terms of a specific obligations and governmental
regulation. Such obligations are subject to different risks than are
those of domestic banks. These risks include foreign economic and
political developments, foreign governmental restrictions that may
adversely affect payment of principal and interest on the obligations,
foreign exchange controls and foreign withholding and other taxes on
interest income. These foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory requirements
that apply to domestic banks, such as mandatory reserve requirements,
loan limitations, and accounting, auditing and financial recordkeeping
requirements. In addition, less information may be publicly available
about a foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.
Obligations of United States branches of foreign banks may be
general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by
Federal or state regulation as well as governmental action in the
country in which the foreign bank has its head office. A domestic
branch of a foreign bank with assets in excess of $1 billion may be
subject to reserve requirements imposed by the Federal Reserve System
or by the state in which the branch is located if the branch is
licensed in that state.
In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches")
may be required to: (1) pledge to the regulator, by depositing assets
with a designated bank within the state, a certain percentage of their
assets as fixed from time to time by the appropriate regulatory
authority; and (2) maintain assets within the state in an amount equal
to a specified percentage of the aggregate amount of liabilities of
the foreign bank payable at or through all of its agencies or branches
within the state. The deposits of Federal and State Branches
generally must be insured by the FDIC if such branches take deposits
of less than $100,000.
In view of the foregoing factors associated with the purchase of
CDs and TDs issued by foreign branches of domestic banks, by foreign
branches of foreign banks or by domestic branches of foreign banks,
the Manager carefully evaluates such investments on a case-by-case
basis.
Floating and variable rate demand notes and bonds are obligations
ordinarily having stated maturities in excess of 13 months, but which
permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not
more than 30 days' notice. The issuer of such obligations ordinarily
has a corresponding right, after a given period, to prepay in its
discretion the outstanding principal amount of the obligation plus
accrued interest upon a specified number of days' notice to the
holders thereof. The interest rate on a floating rate demand
obligation is based on a known lending rate, such as a bank's prime
rate, and is adjusted automatically each time such rate is adjusted.
The interest rate on a variable rate demand obligation is adjusted
automatically at specified intervals.
Lending Portfolio Securities. To a limited extent, the Money
Fund may lend its portfolio securities to brokers, dealers and other
institutional investors, provided it receives cash collateral which at
all times is maintained in an amount equal to at least 100% of the
current market value of the securities loaned. By lending its
portfolio securities, the Money Fund can increase its income through
the investment of the cash collateral. For the purposes of this
policy, the Money Fund considers collateral consisting of U.S.
Government securities or irrevocable letters of credit issued by banks
whose securities meet the standards for investment by the Fund to be
the equivalent of cash. Such loans may not exceed 33-1/3 the value of
the Money Fund's total assets. From time to time, the Money Fund may
return to the borrower and/or a third party which is unaffiliated with
the Fund, and which is acting as a "placing broker," a part of the
interest earned from the investment of collateral received for
securities loaned.
The Securities and Exchange Commission currently requires that
the following conditions must be met whenever portfolio securities are
loaned by the Money Fund: (1) the Fund must receive at least 100%
cash collateral from the borrower; (2) the borrower must increase such
collateral whenever the market value of the securities rises above the
level of such collateral; (3) the Fund must be able to terminate the
loan at any time; (4) the Fund must receive reasonable interest on the
loan, as well as any interest or other distributions payable on the
loaned securities, and any increase in market value; and (5) the Fund
may pay only reasonable custodian fees in connection with the loan.
These conditions may be subject to future modification.
Investment Restrictions - Money Fund. The Money Fund has adopted
investment restrictions numbered 1 through 7 below as fundamental
policies. These restrictions cannot be changed without approval by
the holders of a majority (as defined in the Investment Company Act of
1940, as amended (the "Act")) of the Money Fund's outstanding voting
shares. Investment restrictions numbered 8 through 14 are not
fundamental policies and may be changed by vote of a majority of the
Directors at any time. The Money Fund may not:
1. Borrow money, except to the extent the Fund maintains
continuous asset coverage (that is, total borrowings, less liabilities
exclusive of borrowings) of 300% of the amount borrowed.
2. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas
interests, except that the Fund may purchase or sell futures
contracts, including those relating to indexes, and options on futures
contracts and indexes.
3. Act as underwriter of securities of other issuers, except to
the extent the Fund may be deemed an underwriter under the Securities
Act of 1933, as amended, by virtue of disposing of portfolio
securities.
4. Make loans to others, except through the purchase of debt
obligations or the entry into repurchase agreements. However, the
Fund may lend its portfolio securities in an amount not to exceed 33-
1/3% of the value of its total assets. Any loans of portfolio
securities will be made according to guidelines established by the
Securities and Exchange Commission and the Fund's Board of Directors.
5. Invest more than 5% of its assets in the obligations of any
single issuer, except that up to 25% of the value of the Fund's total
assets may be invested without regard to any such limitation.
6. Invest less than 25% of its total assets in securities issued
by banks or invest more than 25% of its assets in the securities of
issuers in any other industry, provided that there shall be no
limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. Notwithstanding
the foregoing, for temporary defensive purposes the Fund may invest
less than 25% of its assets in bank obligations.
7. Issue any senior security (as such term is defined in Section
18(f) of the Act), except to the extent that the activities permitted
in Investment Restriction Nos. 1, 2 and 10 may be deemed to give rise
to a senior security.
8. Purchase common stocks, preferred stocks, warrants or other
equity securities, or purchase corporate bonds or debentures, state
bonds, municipal bonds or industrial revenue bonds (except through the
purchase of debt obligations referred to above and in the Prospectus).
9. Invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation or
acquisition of assets.
10. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except to the extent necessary to secure permitted borrowings
and to the extent related to the deposit of assets in escrow in
connection with portfolio transactions, such as in connection with
writing covered options and the purchase of securities on a when-
issued or forward commitment basis and collateral and initial or
variation margin arrangements with respect to options, future
contracts, including those relating to indexes, and options on futures
contracts or indexes.
11. Sell securities short or purchase securities on margin.
12. Write or purchase put or call options or combinations
thereof.
13. Enter into repurchase agreements providing for settlement in
more than seven days after notice or purchase securities which are
illiquid, if, in the aggregate, more than 10% of the value of its net
assets would be so invested.
14. Invest in companies for the purpose of exercising control.
Investment Restrictions - Government Money Fund. The Government
Money Fund has adopted investment restrictions numbered 1 through 6
below as fundamental policies. These restrictions cannot be changed
without approval by the holders of a majority (as defined in the Act)
of the Government Money Fund's outstanding voting shares. Investment
restrictions numbered 7 through 12 are not fundamental policies and
may be changed by vote of a majority of the Trustees at any time. The
Government Money Fund may not:
1. Borrow money, except for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) based on the lesser of
cost or market, less liabilities (not including the amount borrowed)
at the time the borrowing is made; while borrowings exceed 5% of the
value of the Fund's total assets, the Fund will not make any
additional investments.
2. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas
interests, except that the Fund may purchase or sell futures
contracts, including those relating to indexes, and options on futures
contracts or indexes.
3. Act as underwriter of securities of other issuers.
4. Make loans to others, except through the purchase of debt
obligations or the entry into repurchase agreements.
5. Invest more than 25% of its assets in the securities of
issuers in any single industry, provided that there shall be no
limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.
6. Issue any senior security (as such term is defined in Section
18(f) of the Act), except to the extent the activities permitted in
Investment Restriction Nos. 1, 2 and 9 may be deemed to give rise to a
senior security.
7. Purchase common stocks, preferred stocks, warrants or other
equity securities, or purchase corporate bonds or debentures, state
bonds, municipal bonds or industrial revenue bonds.
8. Invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation or acquisition
of assets.
9. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except to the extent necessary to secure permitted borrowings.
10. Sell securities short or purchase securities on margin.
11. Write or purchase put or call options or combinations
thereof.
12. Enter into repurchase agreements providing for settlement in
more than seven days after notice or purchase securities which are
illiquid, if, in the aggregate, more than 10% of its net assets would
be so invested.
With respect to each Fund, if a percentage restriction is adhered
to at the time of investment, a later increase or decrease in
percentage resulting from a change in values or assets will not
constitute a violation of such restriction.
Each Fund may make commitments more restrictive than the
respective restrictions listed above so as to permit the sale of such
Fund's shares in certain states. Should a Fund determine that a
commitment is no longer in the best interests of the Fund and its
shareholders, such Fund reserves the right to revoke the commitment by
terminating the sale of its shares in the state involved.
MANAGEMENT OF THE FUNDS
Directors and officers of the Money Fund and Trustees and
officers of the Government Money Fund, together with information as to
their principal business occupations during at least the last five
years, are shown below. Each Director/Trustee who is deemed to be an
"interested person" of the Funds, as defined in the Act, is indicated
by an asterisk.
Directors/Trustees of the Fund. Each person listed below serves as a
Director of the Money Fund and as a Trustee of the Government Money
Fund.
*DAVID W. BURKE, Director/Trustee. Vice President and Chief
Administrative Officer of the Manager since October 1990 and a
director or trustee of other investment companies advised or
administered by the Manager. During the period 1977 to 1990, Mr.
Burke was involved in the management of national television news,
as Vice-President and Executive Vice President of ABC News, and
subsequently as President of CBS News. His address is 200 Park
Avenue, New York, New York 10166.
DIANE DUNST, Director/Trustee. Since January 1992, President of Diane
Dunst Promotion, Inc., a full service promotion agency. From
January 1989 to January 1992, Director of Promotion Services,
Lear's Magazine. From 1985 to January 1989, she was Sales
Promotion Manager of ELLE Magazine. Her address is 1070 Park
Avenue, New York, New York 10128.
*DAVID P. FELDMAN, Director/Trustee. Chairman and Chief Executive
Officer of AT&T Investment Management Corporation. He also is a
trustee of Corporate Property Investors, a real estate investment
company. His address is One Oak Way, Berkeley Heights, New
Jersey 07922.
JAY I. MELTZER, Director/Trustee. Physician engaged in private
practice specializing in internal medicine. He is also a member
of the Advisory Board of the Section of Society and Medicine,
College of Physicians and Surgeons, Columbia University and a
Clinical Professor of Medicine, Department of Medicine, Columbia
University College of Physicians and Surgeons. His address is
903 Park Avenue, New York, New York 10021.
DANIEL ROSE, Director/Trustee. President and Chief Executive Officer
of Rose Associates, Inc., a New York based real estate
development and management firm. He is also Chairman of the
Housing Committee of The Real Estate Board of New York, Inc., and
a Trustee of Corporate Property Investors, a real estate
investment company. His address is c/o Rose Associates, Inc.,
380 Madison Avenue, New York, New York 10017.
WARREN B. RUDMAN, Director/Trustee. Since January 1993, Partner in
the law firm Paul, Weiss, Rifkind, Wharton & Garrison, and Vice
Chairman of the Federal Reserve Bank of Boston and as a director
of Chubb Corporation and Raytheon Company. He currently serves
as Deputy Chairman of President's Foreign Intelligence Advisory
Board. From January 1981 to January 1993, Mr. Rudman served as a
United States Senator from the State of New Hampshire. Since
1988, Mr. Rudman has served as a trustee of Boston College and
since 1986 as a member of the Senior Advisory Board of the
Institute of Politics of the Kennedy School of Government at
Harvard University. His address is c/o Paul, Weiss, Rifkind,
Wharton & Garrison, 1615 L Street, N.W., Washington, D.C. 20036.
*HOWARD STEIN, Director/Trustee. Chairman of the Board and Chief
Executive Officer of the Manager, Chairman of the Board of the
Distributor, and an officer, director, trustee or general partner
of other investment companies advised and administered by the
Manager. His address is 200 Park Avenue, New York, New York
10166.
SANDER VANOCUR, Director/Trustee. Since January 1992, President of
Old Owl Communications, a full-service communications firm, and
since November 1989, a Director of the Damon Runyon-Walter
Winchell Cancer Research Fund. From June 1986 to December 1991,
he was a Senior Correspondent of ABC News and, from October 1986
to December 1991, he was Anchor of the ABC News program "Business
World," a weekly business program on the ABC television network.
His address is 2928 P Street, N.W., Washington, D.C. 20007.
The "non-interested" Board members and Mr. Feldman also are
directors of Dreyfus Strategic Governments Income, Inc. and trustees
of Dreyfus California Intermediate Municipal Bond Fund, Dreyfus
Connecticut Intermediate Municipal Bond Fund, Dreyfus Massachusetts
Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate
Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond
Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing.
Messrs. Feldman, Rose and Vanocur are also directors of Premier Global
Investing and Dreyfus New Jersey Municipal Bond Fund, Inc., managing
general partners of Dreyfus Strategic Growth, L.P. and Dreyfus Global
Growth, L.P., and trustees of Dreyfus Florida Intermediate Municipal
Bond Fund, Dreyfus Florida Municipal Money Market Fund, Dreyfus
Investors GNMA Fund, Dreyfus New York Insured Tax Exempt Bond Fund,
Dreyfus 100% U.S. Treasury Intermediate Term Fund, Dreyfus 100% U.S.
Treasury Long Term Fund, Dreyfus 100% U.S. Treasury Money Market Fund
and Dreyfus 100% U.S. Treasury Short Term Fund. Mr. Feldman is also a
director of Dreyfus Edison Electric Index Fund, Inc., Dreyfus Stock
Index Fund, Dreyfus-Wilshire Target Funds, Inc., Peoples Index Fund,
Inc. and Peoples S&P MidCap Index Fund, Inc. Mr. Rudman is also a
trustee of Dreyfus Cash Management, Dreyfus Government Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus New York
Municipal Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus
Treasury Cash Management and Dreyfus Treasury Prime Cash Management
and a director of Dreyfus Cash Management Plus, Inc.
For so long as each Fund's plan described in the section
capitioned "Shareholder Services Plan" remains in effect, the
Directors/Trustees of each Fund who are not "interested persons" of
such Fund, as defined in the Act, will be selected and nominated by
the Directors/Trustees who are not "interested persons" of such Fund.
Neither Fund pays any remuneration to its respective officers and
Board members other than fees and expenses to those Board members who
are not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Manager. For the fiscal year
ended February 28, 1994, such amounts totalled $13,541 for all such
Directors of the Money Fund, as a group, and $14,166 for all such
Trustees of the Government Money Fund, as a group.
Ordinarily there will be no meetings of shareholders for the
purpose of electing Directors/Trustees unless and until such time as
less than a majority of the relevant Board members holding office have
been elected by shareholders, at which time the Board members then in
office will call a shareholders' meeting for the election of Board
members. Under the Act, shareholders of record of not less than two-
thirds of the outstanding shares of the Fund may remove a Trustee
through a declaration in writing or by vote cast in person or by proxy
at a meeting called for that purpose. Under the Government Money
Fund's Agreement and Declaration of Trust and under the Money Fund's
By-Laws, the Board members are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of
any such Board member when requested in writing to do so by the
shareholders of record of not less than 10% of such Fund's outstanding
shares.
Officers of the Funds. Each of the persons listed below serves in the
stated capacity for each Fund, except Messrs. Casti and Durante, who
only serve the Money Fund and Government Money Fund, respectively, as
Controller.
JOSEPH S. DiMARTINO, President and Investment Officer. President,
Chief Operating Officer and a director of the Manager, Executive
Vice President and a director of the Distributor, and an officer,
director or trustee of other investment companies advised and
administered by the Manager. He is also a director of Noel
Group, Inc., a director and Corporate Member of The Muscular
Dystrophy Association and a Trustee of Bucknell University.
PATRICIA A. CUDDY, Senior Vice President and Investment Officer. An
employee of the Manager and an officer of other investment
companies advised and administered by the Manager.
MARK N. JACOBS, Vice President. Secretary and Deputy General Counsel
of the Manager and an officer of other investment companies
advised or administered by the Manager.
JEFFREY N. NACHMAN, Vice President and Treasurer. Vice President-
Mutual Fund Accounting of the Manager and an officer of other
investment companies advised or administered by the Manager.
DANIEL C. MACLEAN, Secretary. Vice President and General Counsel of
the Manager, Secretary of the Distributor, and an officer of
other investment companies advised or administered by the
Manager.
STEVEN F. NEWMAN, Assistant Secretary. Associate General Counsel of
the Manager and an officer of other investment companies advised
or administered by the Manager.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of the
Manager and other investment companies advised or administered by
the Manager.
PAUL R. CASTI, JR., Controller - Money Fund. Senior Accounting
Manager in the Fund Accounting Department of the Manager and an
officer of other investment companies advised or administered by
the Manager.
THOMAS J. DURANTE, Controller - Government Money Fund. Senior
Accounting Manager in the Fund Accounting Department of the
Manager and an officer of other investment companies advised or
administered by the Manager.
The address of each officer is 200 Park Avenue, New York, New
York 10166.
None of the Board members or officers of the Funds, as a group,
owned any of either Fund's voting shares outstanding as of April 22,
1994.
The following persons are also officers and/or directors of the
Manager: Julian M. Smerling, Vice Chairman of the Board of Directors;
Alan M. Eisner, Vice President and Chief Financial Officer; Robert F.
Dubuss, Vice President; Elie M. Genadry, Vice President--Institutional
Sales; Peter A. Santoriello, Vice President; Robert H. Schmidt, Vice
President; Philip L. Toia, Vice President--Fixed-Income Research; Kirk
V. Stumpp, Vice President--New Product Development; John J. Pyburn and
Katherine C. Wickham, Assistant Vice Presidents; Maurice Bendrihem,
Controller; and Mandell L. Berman, Alvin E. Friedman, Lawrence M.
Greene, Abigail Q. McCarthy and David B. Truman, directors.
MANAGEMENT AGREEMENTS
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Management of
the Funds."
The Manager provides management services pursuant to separate
Management Agreements (respectively, the "Agreement") with each Fund,
each of which is dated April 20, 1992. As to each Fund, the Agreement
is subject to annual approval by (i) such Fund's Board or (ii) vote of
a majority (as defined in the Act) of such Fund's outstanding voting
securities, provided that in either event the continuance also is
approved by a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund or the Manager, by vote
cast in person at a meeting called for the purpose of voting on such
approval. Each Fund's Agreement was last approved by such Fund's
Board, including a majority of the Board members who are not
"interested persons" of any party to the Agreement, at a meeting held
on February 9, 1994. As to each Fund, the Agreement is terminable
without penalty, on 60 days' notice, by such Fund's Board or by vote
of the holders of a majority of such Fund's shares, or, on not less
than 90 days' notice, by the Manager. Each Agreement will terminate
automatically, as to the relevant Fund, in the event of its assignment
(as defined in the Act).
The Manager manages each Fund's portfolio of investments in
accordance with the stated policies of such Fund, subject to the
approval of the Fund's Board. The Manager is responsible for
investment decisions, and provides each Fund with Investment Officers
who are authorized by its Board to execute purchases and sales of
securities. The Investment Officers of each Fund are Patricia A.
Cuddy and Joseph S. DiMartino. The Manager also maintains a research
department with a professional staff of portfolio managers and
securities analysts who provide research services for each Fund as
well as for other funds advised by the Manager. All purchases and
sales are reported for the respective Board's review at the meeting
subsequent to such transactions.
All expenses incurred in the operation of a Fund are borne by
such Fund, except to the extent specifically assumed by the Manager.
The expenses borne by each Fund include: organizational costs, taxes,
interest, brokerage fees and commissions, if any, fees of Board
members who are not officers, directors, employees or holders of 5% or
more of the outstanding voting securities of the Manager, Securities
and Exchange Commission fees, state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of maintaining its
existence, costs of independent pricing services, costs attributable
to investor services (including, without limitation, telephone and
personnel expenses), costs of shareholders' reports and meetings,
costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to
existing shareholders, and any extraordinary expenses.
The Manager pays the salaries of all officers and employees
employed by both it and a Fund, maintains office facilities, and
furnishes statistical and research data, clerical help, accounting,
data processing, bookkeeping and internal auditing and certain other
required services. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to
time deems appropriate.
As compensation for the Manager's services, each Fund has agreed
to pay the Manager a monthly management fee at the annual rate of .50
of 1% of the value of such Fund's average daily net assets. All fees
and expenses are accrued daily and deducted before the declaration of
dividends to shareholders. As to each Fund, for the period April 24,
1992 (commencement of operations) through February 28, 1993 and for
the fiscal year ended February 28, 1994, no management fee was paid by
either Fund pursuant to respective undertakings by the Manager.
The Manager has agreed that if in any fiscal year a Fund's
aggregate expenses, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the
management fee, exceed the expense limitation of any state having
jurisdiction over the Fund, such Fund may deduct from the payment to
be made to the Manager under its Agreement, or the Manager will bear,
such excess expense to the extent required by state law. Such
deduction or payment, if any, will be estimated daily, and reconciled
and effected or paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not subject
to reduction as the value of the Funds' respective net assets
increases.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Funds' Prospectus entitled
"Shareholder Services Plan."
Each Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the Fund reimburses the Distributor for certain
allocated expenses of providing personal services and/or maintaining
shareholder accounts. The services provided may include personal
services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and
other information, and services related to the maintenance of
shareholder accounts.
A quarterly report of the amounts expended under the Plan, and
the purposes for which such expenditures were incurred, must be made
to the Directors/Trustees for their review. In addition, the Plan
provides that material amendments of the Plan must be approved by the
Board of Directors/Trustees who are not "interested persons" (as
defined in the Act) of the Fund and have no directors or indirect
financial interest in the operation of the Plan by vote cast in person
at a meeting called for the purpose of considering such amendments.
The Plan is subject to annual approval by such vote of the
Directors/Trustees cast in person at a meeting called for the purpose
of voting on the Plan. The Plan is terminable at any time by vote of
a majority of the Directors/Trustees who are not "interested persons"
and have no direct or indirect financial interest in the operation of
the Plan.
For the period August 11, 1993 (effective date of each Fund's
Shareholder Services Plan) through February 28, 1994, $765,742 was
chargeable to the Money Fund and $106,223 was chargeable to the
Government Money Fund under each Fund's Shareholder Services Plan.
PURCHASE OF SHARES
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "How to Buy
Shares."
The Distributor. The Distributor serves as each Fund's
distributor pursuant to an agreement which is renewable annually. The
Distributor also acts as distributor for the other funds in the
Dreyfus Family of Funds and for certain other investment companies.
Using Federal Funds. The Shareholder Services Group, Inc., each
Fund's transfer and dividend disbursing agent (the "Transfer Agent"),
or the investor's Fund may attempt to notify the investor upon receipt
of checks drawn on banks that are not members of the Federal Reserve
System as to the possible delay in conversion into Federal Funds and
may attempt to arrange for a better means of transmitting the money.
If the investor is a customer of a securities dealer, bank or other
financial institution and his order to purchase a Fund's shares is
paid for other than in Federal Funds, the securities dealer, bank or
other financial institution acting on behalf of its customer, will
complete the conversion into, or itself advance, Federal Funds
generally on the business day following receipt of the customer order.
The order is effective only when so converted and received by the
Transfer Agent. An order for the purchase of a Fund's shares placed
by an investor with sufficient Federal Funds or cash balance in his
brokerage account with a securities dealer, bank or other financial
institution will become effective on the day that the order, including
Federal Funds, is received by the Transfer Agent.
Transactions Through Securities Dealers. Each Fund's shares may
be purchased and redeemed through securities dealers which may charge
a nominal transaction fee for such services. Some dealers will place
the respective Fund's shares in an account with their firm. Dealers
also may require that the customer not take physical delivery of stock
certificates; the customer not request redemption checks to be issued
in the customer's name; fractional shares not be purchased; monthly
income distributions be taken in cash; or other conditions.
No sales charge is imposed by either the Fund or the Distributor,
although investment dealers, banks and other institutions may make
reasonable charges to investors for their services. The services
provided and the applicable fees are established by each dealer or
other institution acting independently of the respective Fund. Each
Fund has been given to understand that these fees may be charged for
customer services including, but not limited to, same-day investment
of client funds; same-day access to client funds; advice to customers
about the status of their accounts, yield currently being paid or
income earned to date; provision of periodic account statements
showing security and money market positions; other services available
from the dealer, bank or other institution; and assistance with
inquiries related to their investment. Any such fees will be deducted
monthly from the investor's account, which on smaller accounts could
constitute a substantial portion of distributions. Small, inactive,
long-term accounts involving monthly service charges may not be in the
best interest of investors. Investors should be aware that they may
purchase shares of either Fund directly from such Fund without
imposition of any maintenance or service charges, other than those
already described herein. In some states, banks or other institutions
effecting transactions in Fund's shares may be required to register as
dealers pursuant to state law.
Reopening an Account. An investor may reopen an account with a
minimum investment of $10,000 without filing a new Account Application
during the calendar year the account is closed or during the following
calendar year, provided the information on the old Account Application
is still applicable.
REDEMPTION OF SHARES
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "How to Redeem
Shares."
Check Redemption Privilege. An investor may indicate on the
Account Application or by later written request that the investor's
Fund provide Redemption Checks ("Checks") drawn on such Fund's
account. Checks will be sent only to the registered owner(s) of the
account and only to the address of record. The Account Application or
later written request must be manually signed by the registered
owner(s). Checks may be made payable to the order of any person in an
amount of $1,000 or more. When a Check is presented to the Transfer
Agent for payment, the Transfer Agent, as the investor's agent, will
cause the Fund to redeem a sufficient number of shares in the
investor's account to cover the amount of the Check and the $2.00
charge. Dividends are earned until the Check clears. After
clearance, a copy of the Check will be returned to the investor.
Investors generally will be subject to the same rules and regulations
that apply to checking accounts, although election of this Privilege
creates only a shareholder-transfer agent relationship with the
Transfer Agent.
If the amount of the Check, plus any applicable charges, is
greater than the value of the shares in an investor's account, the
Check will be returned marked insufficient funds. Checks should not
be used to close an account.
Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor, and reasonably believed by the Transfer Agent to be genuine.
An investor will be charged a $5.00 fee for each wire redemption from
either Fund, which will be deducted from the investor's account and
paid to the Transfer Agent. Ordinarily, each Fund will initiate
payment for shares redeemed pursuant to this Privilege on the next
business day after receipt by the Transfer Agent of a redemption
request in proper form. Redemption proceeds will be transferred by
Federal Reserve wire only to the commercial bank account specified by
the investor on the Account Application or Shareholder Services Form.
Redemption proceeds, if wired, must be in the amount of $5,000 or more
and will be wired to the investor's account at the bank of record
designated in the investor's file at the Transfer Agent, if the
investor's bank is a member of the Federal Reserve System, or to a
correspondent bank if the investor's bank is not a member. Fees
ordinarily are imposed by such bank and usually are borne by the
investor. Immediate notification by the correspondent bank to the
investor's bank is necessary to avoid a delay in crediting the funds
to the investor's bank account.
Investors with access to telegraphic equipment may wire
redemption requests to the Transfer Agent by employing the following
transmittal code which may be used for domestic or overseas
transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
- ---------------- -----------------
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment
may have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free. Investors should advise the operator that
the above transmittal code must be used and should also inform the
operator of the Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive
wire redemption proceeds, a written request must be sent to the
Transfer Agent. This request must be signed by each shareholder, with
each signature guaranteed as described below under "Share
Certificates; Signatures."
Share Certificates; Signatures. Any certificates representing
Fund shares to be redeemed must be submitted with the redemption
request. Written redemption requests must be signed by each investor,
including each owner of a joint account, and each signature must be
guaranteed. Signatures on endorsed certificates submitted for
redemption also must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees in
proper form generally will be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations,
as well as from participants in the New York Stock Exchange Medallion
Signature Program, the Securities Transfer Agents Medallion Program
("STAMP") and the Stock Exchanges Medallion Program. Guarantees must
be signed by an authorized signatory of the guarantor and "Signature-
Guaranteed" must appear with the signature. The Transfer Agent may
request additional documentation from corporations, executors,
administrators, trustees or guardians. For more information with
respect to signature-guarantees, please call one of the telephone
numbers listed on the cover.
Redemption Commitment. Each Fund has committed itself to pay in
cash all redemption requests by any shareholder of record, limited in
amount during any 90-day period to the lesser of $250,000 or 1% of the
value of such Fund's net assets at the beginning of such period. Such
commitment is irrevocable without the prior approval of the Securities
and Exchange Commission. In the case of requests for redemption in
excess of such amount, each Fund's Board reserves the right to make
payments in whole or in part in securities or other assets in case of
an emergency or any time a cash distribution would impair the
liquidity of such Fund to the detriment of its existing shareholders.
In such event, the securities would be valued in the same manner as
such Fund's portfolio is valued. If the recipient sold such
securities, brokerage charges would be incurred.
Suspension of Redemptions. The right of redemption with respect
to a Fund may be suspended or the date of payment postponed (a) during
any period when the New York Stock Exchange is closed (other than
customary weekend and holiday closings), (b) when trading in the
market such Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange
Commission so that disposal of such Fund's investments or
determination of its net asset value is not reasonably practicable, or
(c) for such other periods as the Securities and Exchange Commission
by order may permit to protect such Fund's shareholders.
EXCHANGE PRIVILEGE
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Exchange
Privilege."
Shares of other funds purchased by exchange will be purchased on
the basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are offered without a
sales load will be made without a sales load.
B. Shares of funds purchased without a sales load may be
exchanged for shares of other funds sold with a sales load, and the
applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged
without a sales load for shares of other funds sold without a sales
load.
D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a sales
load and additional shares acquired through reinvestment of dividends
or distributions of any such funds (collectively referred to herein as
"Purchased Shares") may be exchanged for shares of other funds sold
with a sales load (referred to herein as "Offered Shares"), provided
that, if the sales load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed in connection with the
Purchased Shares (at the time the Purchased Shares were acquired),
without giving effect to any reduced loads, the difference will be
deducted.
To accomplish an exchange under item D above, shareholders must
notify the Transfer Agent of their prior ownership of fund shares and
their account number.
To use this Privilege, an investor must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone. Telephone exchanges may be made only if the appropriate
"YES" box has been checked on the Account Application, or a separate
signed Shareholder Services Form is on file with the Transfer Agent.
By using this Privilege, the investor authorizes the Transfer Agent to
act on telephonic, telegraphic or written exchange instructions from
any person representing himself or herself to be the investor, and
reasonably believed by the Transfer Agent to be genuine. Telephone
exchanges may be subject to limitations as to the amount involved or
the number of telephone exchanges permitted. Shares issued in
certificate form are not eligible for telephone exchange. Investors
will be charged a $5.00 fee for each exchange made out of either Fund,
which will be deducted from the investor's account and paid to the
Transfer Agent.
To establish a Personal Retirement Plan by exchange, shares of
the fund being exchanged must have a value of at least the minimum
initial investment required for the fund into which the exchange is
being made. For Dreyfus-sponsored Keogh Plans, IRAs and IRAs set up
under a Simplified Employee Pension Plan ("SEP-IRAs") with only one
participant, the minimum initial investment is $750. To exchange
shares held in Corporate Plans, 403(b)(7) Plans and SEP-IRAs with more
than one participant, the minimum initial investment is $100 if the
plan has at least $2,500 invested among the funds in the Dreyfus
Family of Funds. To exchange shares held in Personal Retirement
Plans, the shares exchanged must have a current value of at least
$100.
This Privilege is available to shareholders resident in any state
in which shares of the fund being acquired may legally be sold.
Shares may be exchanged only between accounts having identical names
and other identifying designations.
Shareholder Services Forms and prospectuses of the other funds
may be obtained from the Distributor, 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144. Each Fund reserves the right to
reject any exchange request in whole or in part. The Exchange
Privilege may be modified or terminated at any time upon notice to
shareholders.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "How to Buy
Shares."
Amortized Cost Pricing. The valuation of each Fund's portfolio
securities is based upon their amortized cost which does not take into
account unrealized capital gains or losses. This involves valuing an
instrument at its cost and thereafter assuming a constant amortization
to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result in
periods during which value, as determined by amortized cost, is higher
or lower than the price the respective Fund would receive if it sold
the instrument.
Each Fund's Board has established, as a particular responsibility
within the overall duty of care owed to its Fund's investors,
procedures reasonably designed to stabilize such Fund's price per
share as computed for purposes of sales and redemptions at $1.00.
Such procedures include review of the relevant Fund's portfolio
holdings at such intervals as deemed appropriate, to determine whether
such Fund's net asset value calculated by using available market
quotations or market equivalents deviates from $1.00 per share based
on amortized cost. In such review, investments for which market
quotations are readily available will be valued at the most recent bid
price or yield equivalent for such securities or for securities of
comparable maturity, quality and type, as obtained from one or more of
the major market makers for the securities to be valued. Other
investments and assets will be valued at fair value as determined in
good faith by the relevant Board.
The extent of any deviation between a Fund's net asset value
based upon available market quotations or market equivalents and $1.00
per share based on amortized cost will be examined by its Board. If
such deviation exceeds 1/2 of 1%, the Board will consider what
actions, if any, will be initiated. In the event the Board determines
that a deviation exists which may result in material dilution or other
unfair results to investors or existing shareholders, it has agreed to
take such corrective action as it regards as necessary and appropri-
ate, including: selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio
maturity; withholding dividends or paying distributions from capital
or capital gains; redeeming shares in kind; or establishing a net
asset value per share by using available market quotations or market
equivalents.
New York Stock Exchange Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Dividends,
Distributions and Taxes."
Ordinarily, gains and losses from portfolio transactions will be
treated as capital gain or loss. However, all or a portion of any gain
realized from the sale or other disposition of certain market discount bonds
will be treated as ordinary income under Section 1276 of the Internal Revenue
Code of 1986, as amended.
Any fee imposed by the Fund and paid by an investor in connection
with an exchange or redemption of Fund shares may result in a capital
loss to such investor. In general, such loss will be treated as a
short-term capital loss if the shares were held for one year or less,
or a long-term capital loss if the shares were held for more than one
year.
YIELD INFORMATION
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Yield
Information."
For the seven-day period ended February 28, 1994, the yield of
the Money Fund was 3.38% and its effective yield was 3.43%. For the
same seven-day period, the yield of the Government Money Fund was
3.22% and its effective yield was 3.27%. Each Fund's yield and
effective yield reflects the then current absorption of certain
expenses of such Fund by the Manager and/or a waiver of its management
fee, without which the yield and effective yield for the seven-day
period ended February 28, 1994, would have been, for the Money Fund,
3.08% and 3.13%, respectively, and, for the Government Money Fund,
2.90% and 2.94%, respectively. Yield is computed in accordance with a
standardized method which involves determining the net change in the
value of a hypothetical pre-existing Fund account having a balance of
one share at the beginning of a seven calendar day period for which
yield is to be quoted, dividing the net change by the value of the
account at the beginning of the period to obtain the base period
return, and annualizing the results (i.e., multiplying the base period
return by 365/7). The net change in the value of the account reflects
the value of additional shares purchased with dividends declared on
the original share and any such additional shares and fees that may be
charged to shareholder accounts, in proportion to the length of the
base period and the Fund's average account size, but does not include
realized gains and losses or unrealized appreciation and depreciation.
Effective yield is computed by adding 1 to the base period return
(calculated as described above), raising that sum to a power equal to
365 divided by 7, and subtracting 1 from the result.
Yields fluctuate and are not necessarily representative of future
results. Investors should remember that yield is a function of the
type and quality of the instruments in the portfolio, portfolio
maturity and operating expenses. An investor's principal in a Fund is
not guaranteed. See "Determination of Net Asset Value" for a
discussion of the manner in which each Fund's respective price per
share is determined.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the
issuer or an underwriter or a market maker for the securities.
Ordinarily, no brokerage commissions are paid by a Fund for such
purchases. Purchases from underwriters of portfolio securities
include a concession paid by the issuer to the underwriter and the
purchase price paid to market makers for securities may include the
spread between the bid and asked price. Neither Fund has paid
brokerage commissions to date.
Transactions are allocated to various dealers by the respective
Fund's Investment Officers in their best judgment. The primary
consideration is prompt and effective execution of orders at the most
favorable price. Subject to that primary consideration, dealers may
be selected for research, statistical or other services to enable the
Manager to supplement its own research and analysis with the views and
information of other securities firms.
Research services furnished by brokers through which a Fund
effects securities transactions may be used by the Manager in advising
other funds it advises and, conversely, research services furnished to
the Manager by brokers in connection with other funds the Manager
advises may be used by the Manager in advising such Fund. Although it
is not possible to place a dollar value on these services, it is the
opinion of the Manager that the receipt and study of such services
should not reduce the overall expenses of its research department.
INFORMATION ABOUT THE FUNDS
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "General
Information."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-
assessable. Fund shares are of one class and have equal rights as to
dividends and in liquidation. Shares have no preemptive, subscription
or conversion rights and are freely transferable.
Each Fund sends annual and semi-annual financial statements to
all its respective shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New York
10286, is each Fund's custodian. The Shareholder Services Group,
Inc., a subsidiary of First Data Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the transfer and dividend
disbursing agent for each Fund. Neither The Bank of New York nor The
Shareholder Services Group, Inc. has any part in determining the
investment policies of either Fund or which securities are to be
purchased or sold by a Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for each Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid
issuance of the shares of being sold pursuant to the Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of each Fund.
APPENDIX
This Appendix is applicable only to eligible investments of the Money
Fund.
Description of the highest commercial paper, bond and other short- and
long-term rating categories assigned by Standard & Poor's Corporation
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch Investors
Service, Inc. ("Fitch"), Duff & Phelps, Inc. ("Duff"), IBCA Limited and IBCA
Inc. ("IBCA") and Thomson BankWatch, Inc. ("BankWatch").
Commercial Paper and Short-Term Ratings
The designation A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those
issues determined to possess overwhelming safety characteristics are denoted
with a plus sign (+) designation.
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity.
The rating Fitch-1 (Highest Grade) is the highest commercial paper
rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment.
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by ample
asset protection. Risk factors are minor.
The designation A1 by IBCA indicates that the obligation is supported
by a very strong capacity for timely repayment. Those obligations rated A1+
are supported by the highest capacity for timely repayment.
The rating TBW-1 is the highest short-term obligation rating assigned
by BankWatch. Obligations rated TBW-1 are regarded as having the strongest
capacity for timely repayment.
Bond and Long-Term Ratings
Bonds rated AAA by S&P are considered by S&P to be the highest grade
obligations and possess an extremely strong capacity to pay principal and
interest.
Bonds rated Aaa by Moody's are judged by Moody's to be of the best
quality. Bonds rated Aa by Moody's are judged by Moody's to be of high
quality by all standards and, together with the Aaa group, they comprise
what are generally known as high-grade bonds.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high-grade,
broadly marketable, suitable for investment by trustees and fiduciary
institutions and liable to but slight market fluctuation other than through
changes in the money rate. The prime feature of an AAA bond is a showing of
earnings several times or many times interest requirements, with such
stability of applicable earnings that safety is beyond reasonable question
whatever changes occur in conditions.
Bonds rated AAA by Duff are considered by Duff to be of the highest
credit quality. The risk factors are negligible, being only slightly more
than U.S. Treasury debt.
Obligations rated AAA by IBCA have the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is
substantial, such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk significantly.
IBCA also assigns a rating to certain international and U.S. banks. An
IBCA bank rating represents IBCA's current assessment of the strength of the
bank and whether such bank would receive support should it experience
difficulties. In its assessment of a bank, IBCA uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, IBCA
assigns banks Long- and Short-Term Ratings as used in the corporate ratings
discussed above. Legal Ratings, which range in gradation from 1 through 5,
address the question of whether the bank would receive support provided by
central banks or shareholders if it experienced difficulties, and such
ratings are considered by IBCA to be a prime factor in its assessment of
credit risk. Individual Ratings, which range in gradations from A through
E, represent IBCA's assessment of a bank's economic merits and address the
question of how the bank would be viewed if it were entirely independent and
could not rely on support from state authorities or its owners.
In addition to its ratings of short-term obligations, BankWatch assigns
a rating to each issuer it rates, in gradations of A through E. BankWatch
examines all segments of the organization, including, where applicable, the
holding company, member banks or associations, and other subsidiaries. In
those instances where financial disclosure is incomplete or untimely, a
qualified rating (QR) is assigned to the institution. BankWatch also
assigns, in the case of foreign banks, a country rating which represents an
assessment of the overall political and economic stability of the country in
which the bank is domiciled.
<TABLE>
<CAPTION>
DREYFUS BASIC MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS FEBRUARY 28, 1994
PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT-20.2% AMOUNT VALUE
-------------- --------------
<S> <C> <C>
Barclays Bank PLC (London)
3.50%, 4/5/94.............................................................. $ 5,000,000 $ 5,000,159
Industrial Bank of Japan Ltd. (Yankee)
3.45%-3.70%, 3/2/94-10/12/94............................................... 15,000,000 14,999,986
Mitsubishi Bank Ltd. (London)
3.56%, 4/29/94............................................................. 5,000,000 4,999,021
Mitsubishi Bank Ltd. (Yankee)
3.50%-3.76%, 9/23/94-12/6/94............................................... 51,000,000 51,000,000
NationsBank of North Carolina NA (London)
3.55%, 10/17/94............................................................ 10,000,000 10,000,000
Norinchukin Bank (London)
3.47%, 3/28/94............................................................. 15,000,000 14,998,449
Norinchukin Bank (Yankee)
3.47%-3.51%, 4/15/94-9/27/94............................................... 20,000,000 19,999,946
Old Kent Bank & Trust
3.50%, 10/6/94............................................................. 10,000,000 10,000,000
Rabobank Nederland NV (Yankee)
3.38%, 3/16/94............................................................. 4,500,000 4,500,220
Societe Generale (Yankee)
3.58%, 10/25/94............................................................ 10,000,000 9,998,701
Sumitomo Bank Ltd. (London)
3.10%-3.39%, 3/1/94-3/31/94................................................ 50,000,000 49,994,554
Sumitomo Bank Ltd. (Yankee)
3.65%, 4/29/94............................................................. 10,000,000 10,000,163
SwedBank (Yankee)
3.54%-3.88%, 3/14/94-1/5/95................................................ 41,000,000 41,000,000
--------------
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
(cost $246,491,199)........................................................ $ 246,491,199
==============
COMMERCIAL PAPER-38.4%
AES Shady Point Inc.
3.48%-3.49%, 3/28/94-4/11/94 (a)........................................... $ 36,427,000 $ 36,323,374
Bankers Trust New York Corp.
3.45%-3.51%, 9/15/94-10/14/94.............................................. 30,000,000 29,388,167
Bear Stearns Companies Inc.
3.49%, 4/5/94.............................................................. 10,000,000 9,966,945
Den Danske Corp. Inc.
3.36%-3.45%, 3/24/94-5/17/94............................................... 25,000,000 24,895,771
General Motors Acceptance Corp.
3.58%-3.64%, 5/17/94-6/13/94............................................... 56,000,000 55,525,933
Generale Bank Inc.
3.28%, 7/29/94............................................................. 10,000,000 9,865,417
ITT Financial Corp.
3.48%-3.50%, 4/4/94-4/5/94................................................. 45,000,000 44,850,639
Indosuez NA Inc.
3.46%, 4/5/94.............................................................. 2,000,000 1,993,292
Internationale Nederlanden (U.S.) Funding Corp.
3.42%, 5/10/94............................................................. 15,000,000 14,902,000
Lehman Brothers Holdings Inc.
3.45%, 10/24/94............................................................ 15,000,000 14,668,200
Merrill Lynch & Co. Inc.
3.28%, 3/14/94............................................................. 20,000,000 19,976,672
DREYFUS BASIC MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 28, 1994
PRINCIPAL
COMMERCIAL PAPER (CONTINUED) AMOUNT VALUE
-------------- --------------
Nordbanken N.A. Inc.
3.51%-3.63%, 3/30/94-5/2/94................................................ $ 58,000,000 $ 57,754,578
ORIX America Inc.
3.36%-3.51%, 4/1/94-5/31/94 (a,e).......................................... 26,900,000 26,714,504
Paine Webber Group Inc.
3.29%,6/13/94-6/24/94...................................................... 45,000,000 44,562,604
Spintab AB
3.21%-3.59%, 3/7/94-6/21/94................................................ 45,362,000 45,119,846
SwedBank Inc.
3.44%-3.50%, 5/24/94-8/3/94................................................ 30,000,000 29,625,611
Transamerica Finance Corp.
3.39%, 4/20/94............................................................. 650,000 646,976
--------------
TOTAL COMMERCIAL PAPER (cost $466,780,529)..................................... $ 466,780,529
==============
CORPORATE NOTES-18.9%
Abbey National Treasury Services PLC
3.40%, 6/30/94 (b,c)....................................................... $ 10,000,000 $ 10,000,000
Bear Stearns Companies Inc.
3.52%, 8/8/94 (b).......................................................... 40,000,000 40,000,000
FCC National Bank (Delaware)
3.52%, 2/22/95 (b)......................................................... 40,000,000 39,977,127
Ford Motor Credit Co.
3.77%, 12/12/94-12/23/94................................................... 15,725,000 15,933,827
General Motors Acceptance Corp.
3.73%-3.88%, 4/29/94-7/11/94............................................... 2,000,000 2,008,446
Goldman Sachs Group L.P.
3.48%, 3/1/94 (b,c)........................................................ 12,000,000 12,000,000
Lehman Brothers Holdings Inc.
3.58%, 5/19/94 (b)......................................................... 20,000,000 20,000,000
Merrill Lynch & Co. Inc.
3.43%-3.58%, 4/6/94-1/12/95 (b)............................................ 35,000,000 35,000,000
PHH Corp.
3.51%, 7/15/94-12/19/94 (b)................................................ 40,000,000 39,990,020
Philip Morris Companies Inc.
3.71%, 5/10/94............................................................. 11,650,000 11,774,921
Transamerica Finance Corp.
3.21%, 4/26/94............................................................. 3,000,000 3,029,928
--------------
TOTAL CORPORATE NOTES (cost $229,714,269)...................................... $ 229,714,269
==============
PROMISSORY NOTES-3.9%
Goldman Sachs Group L.P.
3.50%-3.75%, 3/1/94-10/17/94 (d,e)
(cost $47,000,000)......................................................... $ 47,000,000 $ 47,000,000
==============
SHORT-TERM BANK NOTES-6.9%
First National Bank of Chicago
3.51%, 10/26/94 (b)........................................................ $ 15,000,000 $ 15,000,000
NationsBank of North Carolina NA
3.46%, 8/18/94............................................................. 10,000,000 10,001,429
PNC Bank NA
3.37%-3.72%, 7/8/94-12/15/94............................................... 59,000,000 59,025,164
--------------
TOTAL SHORT-TERM BANK NOTES (cost $84,026,593)................................. $ 84,026,593
==============
DREYFUS BASIC MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) FEBRUARY 28, 1994
PRINCIPAL
U.S. GOVERNMENT AGENCIES-6.3% AMOUNT VALUE
-------------- --------------
Federal Farm Credit Banks
Floating Rate Notes
3.25%, 5/10/95 (b)......................................................... $ 10,000,000 $ 10,000,000
Federal Home Loan Banks
Floating Rate Notes
3.58%, 1/31/97 (b)......................................................... 5,000,000 5,000,000
Federal National Mortgage Association
Discount Notes
3.54%, 10/20/94............................................................ 20,000,000 19,554,711
Federal National Mortgage Association
Floating Rate Notes
3.07%-3.64%, 10/7/94-2/14/97 (b)........................................... 39,000,000 39,012,226
Student Loan Marketing Association
Floating Rate Notes
3.62%-3.72%, 3/20/95-8/7/95 (b)............................................ 3,250,000 3,252,520
--------------
TOTAL U.S. GOVERNMENT AGENCIES (cost $76,819,457).............................. $ 76,819,457
==============
TIME DEPOSIT-.7%
Bayerische Vereinsbank AG
(Grand Cayman)
3.44%, 3/1/94
(cost $8,296,000).......................................................... $ 8,296,000 $ 8,296,000
==============
REPURCHASE AGREEMENT-4.1%
Kidder Peabody & Co., 3.40%
dated 2/28/94, due 3/1/94 in the amount of $50,004,722
(fully collateralized by $51,370,000 U.S. Treasury Bills
due from 5/19/94
to 9/22/94, value $50,574,132)
(cost $50,000,000)......................................................... $ 50,000,000 $ 50,000,000
==============
TOTAL INVESTMENTS (cost $1,209,128,047)................................. 99.4% $1,209,128,047
====== ==============
CASH AND RECEIVABLES (NET).............................................. .6% $ 7,903,503
====== ==============
NET ASSETS.............................................................. 100.0% $1,217,031,550
====== ==============
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Backed by irrevocable letter of credit.
(b) Variable interest rate - subject to periodic change.
(c) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At February 28,
1994, these securities amounted to $22 million, or 1.8% of net assets.
(d) This note was acquired for investment, not with the intent to distribute
or sell.
(e) Securities restricted as to public resale. Investments in restricted
securities with an aggregate market value of $73,714,504, represent
approximately 6.06% of net assets:
<TABLE>
ACQUISITION PURCHASE PERCENTAGE OF
ISSUER DATE PRICE* NET ASSETS VALUATION
- ------ -------------- -------- ------------- --------------
<S> <C> <C> <C> <C>
Goldman Sachs Group L.P. 6/4/93_1/21/94 $100.00 3.86% Amortized Cost
ORIX America Inc. 10/7/93_11/24/93 98.323 2.20 Amortized Cost
* Average cost.
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS BASIC MONEY MARKET FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES FEBRUARY 28, 1994
<S> <C> <C>
ASSETS:
Investments in securities, at value-Note 1(a).............................. $1,209,128,047
Cash....................................................................... 6,493,848
Interest receivable........................................................ 5,914,304
Prepaid expenses........................................................... 102,241
--------------
1,221,638,440
LIABILITIES:
Payable for Common Stock redeemed.......................................... $4,156,458
Accrued expenses........................................................... 450,432 4,606,890
---------- --------------
NET ASSETS..................................................................... $1,217,031,550
==============
REPRESENTED BY:
Paid-in capital............................................................ $1,217,121,735
Accumulated net realized (loss) on investments............................. (90,185)
--------------
NET ASSETS at value applicable to 1,217,121,735 shares outstanding
(3 billion shares of $.001 par value Common Stock authorized).............. $1,217,031,550
==============
NET ASSET VALUE, offering and redemption price per share
($1,217,031,550 / 1,217,121,735 shares).................................... $1.00
=====
</TABLE>
<TABLE>
STATEMENT OF OPERATIONS YEAR ENDED FEBRUARY 28, 1994
<S> <C> <C>
INVESTMENT INCOME:
INTEREST INCOME............................................................ $ 35,978,305
EXPENSES:
Management fee-Note 2(a)............................................... $5,251,503
Shareholder servicing costs-Note 2(b).................................. 1,017,299
Registration fees...................................................... 252,120
Custodian fees......................................................... 101,311
Professional fees...................................................... 52,705
Prospectus and shareholders' reports................................... 38,248
Directors' fees and expenses-Note 2(c)................................. 13,541
Miscellaneous.......................................................... 32,239
----------
6,758,966
Less-expense reimbursement from Manager due
to undertakings-Note 2(a).......................................... 5,752,120
----------
TOTAL EXPENSES................................................. 1,006,846
--------------
INVESTMENT INCOME-NET.......................................................... 34,971,459
NET REALIZED GAIN ON INVESTMENTS-Note 1(b)..................................... 2,011
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 34,973,470
==============
</TABLE>
See notes to financial statements.
<TABLE>
DREYFUS BASIC MONEY MARKET FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED FEBRUARY 28,
--------------------------------------
1993* 1994
-------------- --------------
<S> <C> <C>
OPERATIONS:
Investment income-net...................................................... $ 9,276,780 $ 34,971,459
Net realized gain (loss) on investments.................................... (92,196) 2,011
-------------- --------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................... 9,184,584 34,973,470
-------------- --------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net...................................................... (9,139,594) (35,108,645)
-------------- --------------
CAPITAL STOCK TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold.............................................. 1,143,214,418 1,904,044,188
Dividends reinvested....................................................... 8,580,764 32,950,757
Cost of shares redeemed.................................................... (417,591,062) (1,454,177,330)
-------------- --------------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................. 734,204,120 482,817,615
-------------- --------------
TOTAL INCREASE IN NET ASSETS....................................... 734,249,110 482,682,440
NET ASSETS:
Beginning of year.......................................................... 100,000 734,349,110
-------------- --------------
End of year (including undistributed investment income-net;
$137,186 at February 28, 1993)......................................... $ 734,349,110 $1,217,031,550
============== ==============
____________________________________________
* From April 24, 1992 (commencement of operations) to February 28, 1993.
</TABLE>
See notes to financial statements.
DREYFUS BASIC MONEY MARKET FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Fund's Prospectus dated May 20, 1994.
See notes to financial statements.
DREYFUS BASIC MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company. Dreyfus
Service Corporation ("Distributor") acts as the exclusive distributor of the
Fund's shares, which are sold to the public without a sales charge. The
Distributor is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager").
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio
valuation and dividend and distribution policies to enable it to do so.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost,
which has been determined by the Fund's Board of Directors to represent
the fair value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Interest income is recognized on the accrual basis. Cost of investments
represents amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Manager, subject to the
seller's agreement to repurchase and the Fund's agreement to resell such
securities at a mutually agreed upon price. Securities purchased subject
to repurchase agreements are deposited with the Fund's custodian and,
pursuant to the terms of the repurchase agreement, must have an
aggregate market value greater than or equal to the repurchase price plus
accrued interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued interest, the
Fund will require the seller to deposit additional collateral by the next
business day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Fund maintains the right
to sell the underlying securities at market value and may claim any
resulting loss against the seller.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid
monthly. Dividends from net realized capital gain are normally declared
and paid annually, but the Fund may make distributions on a more frequent
basis to comply with the distribution requirements of the Internal
Revenue Code. To the extent that net realized capital gain can be offset by
capital loss carryovers, it is the policy of the Fund not to distribute such
gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
The Fund has an unused capital loss carryover of approximately $90,000
available for Federal income tax purposes to be applied against future net
securities profits, if any realized subsequent to February 28, 1994. If not
applied, the carryover expires in fiscal 2002.
At February 28, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .50 of 1%
of the average daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, brokerage,
interest on borrowings and extraordinary expenses,
DREYFUS BASIC MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
exceed the expense limitation of any state having jurisdiction over the
Fund for any full fiscal year. The most stringent state expense limitation
applicable to the Fund presently requires reimbursement of expenses in
any full fiscal year that such expenses (excluding certain expenses as
described above) exceed 2 1/2% of the first $30 million, 2% of the next
$70 million and 1 1/2% of the excess over $100 million of the average
value of the Fund's net assets in accordance with California "blue sky"
regulations. However, the Manager has currently undertaken from March 1,
1993 through March 31, 1994 or until such time as the net assets of the
Fund exceed $1.25 billion, regardless of whether they remain at that level,
to waive receipt of the management fee payable to it by the Fund. In
addition, the Manager may voluntarily assume all or part of the other
expenses of the Fund (excluding applicable shareholder transaction
charges), provided that the resulting expense reimbursement would not be
less than the amount required pursuant to the Agreement. The expense
reimbursement, pursuant to the undertaking, amounted to $5,752,120 for
the year ended February 28, 1994.
In addition, the Manager has undertaken through June 30, 1996, to
reduce the management fee paid by the Fund, to the extent that the Fund's
aggregate expenses (excluding certain expenses as described above)
exceed an annual rate of .45 of 1% of the average daily value of the Fund's
net assets.
(B) Pursuant to the Fund's Shareholder Services Plan, the Fund
reimburses the Distributor an amount not to exceed an annual rate of .25
of 1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. During the
year ended February 28, 1994, the Fund was charged an aggregate of
$765,742 pursuant to the Shareholder Services Plan.
(C) Certain officers and directors of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each director
who is not an "affiliated person" receives an annual fee of $1,500 and an
attendance fee of $250 per meeting.
(D) On December 5, 1993, the Manager entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for the merger of the
Manager with a subsidiary of Mellon Bank Corporation ("Mellon").
Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of the Manager and of Mellon. The merger
is expected to occur in mid-1994, but could occur later.
As a result of regulatory requirements and the terms of the Merger
Agreement, the Manager will seek various approvals from the Fund's board
and shareholders before completion of the merger. Shareholder approval
will be solicited by a proxy statement.
DREYFUS BASIC MONEY MARKET FUND, INC.
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS BASIC MONEY MARKET FUND, INC.
We have audited the accompanying statement of assets and liabilities
of Dreyfus BASIC Money Market Fund, Inc., including the statement of
investments, as of February 28, 1994, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended, and financial highlights
for each of the years indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of February 28, 1994 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus BASIC Money Market Fund, Inc. at February 28, 1994,
the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the
financial highlights for each of the indicated years, in conformity with
generally accepted accounting principles.
(ERNST & YOUNG Signature Logo)
New York, New York
April 6, 1994
<TABLE>
<CAPTION>
Dreyfus BASIC U.S. Government Money Market Fund
Statement of Investments February 28, 1994
Annualized
Yield on
Date of Principal
U.S. Treasury Notes-1.9% Purchase Amount Value
---------- ----------- ------------
<S> <C> <C> <C>
6.875%, 8/15/94
(cost $5,078,281).................................. 3.34% $ 5,000,000 $ 5,078,281
============
U.S. Government Agencies--92.9%
Federal Farm Credit Banks, Consolidated Systemwide,
Floating Rate Notes
4/29/94............................................ 3.15% (a) $15,000,000 $ 15,000,000
Federal Farm Credit Banks, Discount Notes
5/6/94............................................. 3.32 5,000,000 4,970,117
5/17/94............................................ 3.32 10,000,000 9,930,058
5/18/94............................................ 3.34 10,000,000 9,928,933
5/23/94............................................ 3.35 9,700,000 9,626,301
12/6/94............................................ 3.62 3,000,000 2,918,567
Federal Home Loan Banks, Consolidated Systemwide,
Floating Rate Bonds
9/1/94............................................. 3.10 (a) 2,000,000 1,998,122
10/1/94............................................ 3.28 (a) 7,000,000 6,993,770
1/31/97............................................ 3.58 (a) 20,000,000 20,000,000
Federal Home Loan Banks, Discount Notes
4/21/94............................................ 3.27 10,000,000 9,954,327
5/16/94............................................ 3.24 3,000,000 2,979,923
5/31/94............................................ 3.51 12,000,000 11,894,440
7/8/94............................................. 3.50 7,000,000 6,913,463
8/24/94............................................ 3.65 10,000,000 9,824,978
Federal Home Loan Mortgage Corp., Discount Notes
8/15/94............................................ 3.38 2,745,000 2,703,106
Federal National Mortgage Association, Consolidated Systemwide,
Floating Rate Notes
7/8/94............................................. 3.30 (a) 15,000,000 14,997,349
2/14/97............................................ 3.64 (a) 10,000,000 10,000,000
Federal National Mortgage Association, Discount Notes
3/22/94............................................ 3.20 5,000,000 4,990,842
4/1/94............................................. 3.26 4,000,000 3,988,909
4/7/94............................................. 3.41 5,000,000 4,982,888
5/3/94............................................. 3.21 9,800,000 9,745,806
5/23/94............................................. 3.22 3,970,000 3,941,168
5/25/94............................................. 3.25 5,000,000 4,962,458
5/26/94............................................. 3.25 5,000,000 4,961,897
6/13/94............................................. 3.32 5,000,000 4,952,911
6/30/94............................................. 3.27 5,000,000 4,946,390
8/15/94............................................. 3.42 3,900,000 3,839,393
8/25/94............................................. 3.38 5,000,000 4,919,121
9/19/94............................................. 3.39 6,000,000 5,888,395
10/3/94............................................. 3.33 5,000,000 4,902,200
10/5/94............................................. 3.54 5,000,000 4,895,542
10/13/94............................................. 3.56 3,000,000 2,934,837
10/18/94............................................. 3.40 5,000,000 4,893,804
10/25/94............................................. 3.41 8,000,000 7,824,409
Dreyfus BASIC U.S. Government Money Market Fund
Statement of Investments (continued) February 28, 1994
Annualized
Yield on
Date of Principal
U.S. Government Agencies (continued) Purchase Amount Value
---------- ----------- ------------
Student Loan Marketing Association, Floating Rate Notes
8/22/94............................................ 3.55% (a) $ 1,000,000 $ 1,001,334
12/30/94........................................... 3.63 (a) 2,110,000 2,110,592
3/20/95............................................ 3.59 (a) 2,200,000 2,207,843
8/7/95............................................. 3.63 (a) 2,200,000 2,201,365
3/20/96............................................ 3.64 (a) 1,000,000 1,000,925
------------
TOTAL U.S. GOVERNMENT AGENCIES (cost $246,726,483)..... $246,726,483
============
Repurchase Agreement--4.6%
Kidder, Peabody & Co. Inc.
dated 2/28/94, due 3/1/94 in the amount of $12,171,149
(fully collateralized by $12,155,000 U.S. Treasury
Notes, 6 7/8% due 8/15/94, value $12,362,046)
(cost $12,170,000)................................. 3.40% $12,170,000 $ 12,170,000
============
TOTAL INVESTMENTS (cost $263,974,764).................. 99.4% $263,974,764
====== ============
CASH AND RECEIVABLES (NET)............................. .6% $ 1,716,008
====== ============
NET ASSETS............................................. 100.0% $265,690,772
====== ============
Note to Statement of Investments;
(a) Variable interest rate-subject to periodic change.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Dreyfus BASIC U.S. Government Money Market Fund
Statement of Assets and Liabilities February 28, 1994
ASSETS:
<S> <C> <C>
Investments in securities, at value-Note 1(a,b)............................ $263,974,764
Cash....................................................................... 1,457,782
Interest receivable........................................................ 300,001
Prepaid expenses........................................................... 84,640
------------
265,817,187
LIABILITIES:
Payable for shares of Beneficial Interest redeemed......................... $ 2,527
Accrued expenses........................................................... 123,888 126,415
------------ ------------
NET ASSETS..................................................................... $265,690,772
============
REPRESENTED BY:
Paid-in capital............................................................ $265,694,506
Accumulated net realized (loss) on investments............................. (3,734)
------------
NET ASSETS at value applicable to 265,694,506 shares outstanding (unlimited
number of $.001 par value shares of Beneficial Interest authorized)........ $265,690,772
============
NET ASSET VALUE, offering and redemption price per share
($265,690,772 / 265,694,506 shares)........................................ $1.00
=====
Statement of Operations year ended February 28, 1994
INVESTMENT INCOME:
Interest Income............................................................ $ 6,687,693
Expenses:
Management fee-Note 2(a)............................................... $1,025,561
Shareholder servicing costs-Note 2(b).................................. 120,375
Registration fees...................................................... 95,297
Custodian fees......................................................... 29,595
Auditing fees.......................................................... 23,787
Prospectus and shareholders' reports................................... 21,844
Trustees' fees and expenses-Note 2(c).................................. 14,166
Organization expenses.................................................. 11,011
Legal fees............................................................. 7,642
Miscellaneous.......................................................... 7,890
------------
1,357,168
Less-expense reimbursement from Manager due
to undertakings-Note 2(a).......................................... 1,316,390
------------
Total Expenses................................................. 40,778
------------
INVESTMENT INCOME-NET.......................................................... 6,646,915
NET REALIZED (LOSS) ON INVESTMENTS-Note 1(b)...................................
(3,118)
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 6,643,797
============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Dreyfus BASIC U.S. Government Money Market Fund
Statement of Changes in Net Assets
Year Ended February 28,
-------------------------
OPERATIONS: 1993* 1994
------------ ------------
<S> <C> <C>
Investment income-net...................................................... $ 1,933,379 $ 6,646,915
Net realized (loss) on investments......................................... (616) (3,118)
------------ ------------
Net Increase In Net Assets Resulting From Operations................... 1,932,763 6,643,797
------------ ------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net...................................................... (1,912,372) (6,667,922)
------------ ------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold.............................................. 209,517,777 443,808,311
Dividends reinvested....................................................... 1,798,915 6,396,795
Cost of shares redeemed.................................................... (94,741,190) (301,186,102)
------------ ------------
Increase In Net Assets From Beneficial Interest Transactions........... 116,575,502 149,019,004
------------ ------------
Total Increase In Net Assets....................................... 116,595,893 148,994,879
NET ASSETS:
Beginning of year.......................................................... 100,000 116,695,893
------------ ------------
End of year (including undistributed investment income-net;
$21,007 at February 28, 1993).......................................... $116,695,893 $265,690,772
============ ============
* From April 24, 1992 (commencement of operations) to February 28, 1993.
See notes to financial statements.
</TABLE>
Dreyfus BASIC U.S. Government Money Market Fund
Financial Highlights
Reference is made to page 3 of the Fund's Prospectus dated May 20, 1994.
Dreyfus BASIC U.S. Government Money Market Fund
NOTES TO FINANCIAL STATEMENTS
NOTE 1-Significant Accounting Policies:
The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company. Dreyfus
Service Corporation ("Distributor") acts as the exclusive distributor of the
Fund's shares, which are sold to the public without a sales charge. The
Distributor is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager").
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio
valuation and dividend and distribution policies to enable it to do so.
(a) Portfolio valuation: Investments are valued at amortized cost, which
has been determined by the Fund's Board of Trustees to represent the fair
value of the Fund's investments.
(b) Securities transactions and investment income: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Interest income is recognized on the accrual basis. Cost of investments
represents amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Manager, subject to the
seller's agreement to repurchase and the Fund's agreement to resell such
securities at a mutually agreed upon price. Securities purchased subject
to repurchase agreements are deposited with the Fund's custodian and,
pursuant to the terms of the repurchase agreement, must have an
aggregate market value greater than or equal to the repurchase price plus
accrued interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued interest, the
Fund will require the seller to deposit additional collateral by the next
business day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Fund maintains the right
to sell the underlying securities at market value and may claim any
resulting loss against the seller.
(c) Dividends to shareholders: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid
monthly. Dividends from net realized capital gain, if any, are normally
declared and paid annually, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of the
Internal Revenue Code. To the extent that net realized capital gain can be
offset by capital loss carryovers, it is the policy of the Fund not to
distribute such gain.
(d) Federal income taxes: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
The Fund has an unused capital loss carryover of $2,468 available for
Federal income tax purposes to be applied against future net securities
profits, if any, realized subsequent to February 28, 1994. The carryover
does not include net realized securities losses from November 1, 1993
through February 28, 1994 which are treated, for Federal income tax
purposes, as arising in fiscal 1995. If not applied, $199 of the carryover
expires in fiscal 2001 and $2,269 of the carryover expires in fiscal 2002.
At February 28, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
Dreyfus BASIC U.S. Government Money Market Fund
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2-Management Fee and Other Transactions With Affiliates:
(a) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .50 of 1%
of the average daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, brokerage,
interest on borrowings and extraordinary expenses, exceed the expense
limitation of any state having jurisdiction over the Fund for any full
fiscal year. The most stringent state expense limitation applicable to the
Fund presently requires reimbursement of expenses in any full fiscal year
that such expenses (excluding certain expenses as described above) exceed
2 1/2% of the first $30 million, 2% of the next $70 million and 1 1/2% of
the excess over $100 million of the average value of the Fund's net assets
in accordance with California "blue sky" regulations. However, the
Manager has undertaken from March 1, 1993 through September 30, 1993,
to reimburse all fees and expenses of the Fund (excluding applicable
shareholder transaction charges and certain expenses as described above)
and thereafter had undertaken through February 28, 1994 to reduce the
management fee paid by, and reimburse such excess expenses of the Fund,
to the extent that the Fund's aggregate expenses (excluding certain
expenses as described above) exceeded specified annual percentages of the
Fund's average daily net assets. The expense reimbursement, pursuant to
the undertakings, amounted to $1,316,390 for the year ended February 28,
1994.
In addition, the Manager has undertaken through June 30, 1996 to reduce
the management fee paid by the Fund, to the extent that the Fund's
aggregate expenses (excluding certain expenses as described above)
exceed an annual rate of .45 of 1% of the average daily value of the Fund's
net assets.
The undertaking may be modified by the Manager from time to time,
provided that the resulting expense reimbursement would not be less than the
amount required pursuant to the
Agreement.
(b) Pursuant to the Fund's Shareholder Services Plan, the Fund
reimburses the Distributor an amount not to exceed an annual rate of .25
of 1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. During the
year ended February 28, 1994, the Fund was charged an aggregate of
$106,223 pursuant to the Shareholder Services Plan.
(c) Certain officers and trustees of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each trustee
who is not an "affiliated person" receives an annual fee of $1,500 and an
attendance fee of $250 per meeting.
(d) On December 5, 1993, the Manager entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for the merger of the
Manager with a subsidiary of Mellon Bank Corporation ("Mellon").
Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of the Manager and of Mellon. The merger
is expected to occur in mid-1994, but could occur later.
As a result of regulatory requirements and the terms of the Merger
Agreement, the Manager will seek various approvals from the Fund's board
and shareholders before completion of the merger. Shareholder approval
will be solicited by a proxy statement.
Dreyfus BASIC U.S. Government Money Market Fund
Report of Ernst & Young, Independent Auditors
Shareholders and Board of Trustees
Dreyfus BASIC U.S. Government Money Market Fund
We have audited the accompanying statement of assets and liabilities
of Dreyfus BASIC U.S. Government Money Market Fund, including the
statement of investments, as of February 28, 1994, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended, and
financial highlights for each of the years indicated therein. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of February 28, 1994 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus BASIC U.S. Government Money Market Fund at February
28, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the indicated years, in
conformity with generally accepted accounting principles.
(Ernst & Young Signature)
New York, New York
April 5, 1994
DREYFUS BASIC MONEY MARKET FUND, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for the period from April
24, 1992 (commencement of operations) to February 28, 1993
and for the fiscal year ended February 28, 1994.
Included in Part B of the Registration Statement:
Statement of Investments--February 28, 1994.
Statement of Assets and Liabilities--February 28, 1994.
Statement of Operations--year ended February 28, 1994.
Statement of Changes in Net Assets--for the period
April 24, 1992 (commencement of operations) to
February 28, 1993 and for the fiscal year ended
February 28, 1994.
Notes to Financial Statements
Report of Ernst & Young, Independent Auditors, dated
April 6, 1994.
Schedules No. I through VII and other financial statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
thereto which are included in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Articles of Incorporation and Articles of Amendment.
(2) Fund's By-Laws.
(4) The Fund's Specimen Share certificate - Incorporated by reference
to Exhibit (4) of Pre-Effective Amendment No. 1 to the Fund's
Registration Statement on Form N-1A, filed on May 4, 1992.
(5) Management Agreement is Incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 1 to the Registration Statement
on Form N-1A, filed on September 24, 1992.
(6)(a) Distribution Agreement Incorporated by reference to Exhibit (6)
of Pre-Effective Amendment No. 1 to the respective Fund's
Registration Statement on Form N-1A, filed on September 24, 1992.
(6)(b) Forms of Service Agreement.
(8)(a) The Fund's Custody Agreement.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on May 4, 1992.
(11) Consent of Ernst & Young, Independent Auditors.
(16) Schedule of Computation of Performance Data.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors and officers.
(b) Certificate of Secretary.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of April 22, 1994
______________ _____________________________
Common Stock 12,737
(Par value $.01)
Item 27. Indemnification
_______ _______________
Reference is made Article SEVENTH of the Articles of Incorporation
and Articles of Amendment for the Fund filed as Exhibit 1 to the
Fund's Registration Statement filed under the Securities Act of
1933 on March 18, 1992, and to Pre-Effective Amendment No. 1
thereto filed on May 4, 1992, respectively, and to Section 2-418
of the Maryland General Corporation Law. The application of these
provisions is limited by Article 10 of the By-Laws
of the Fund, which were filed as Exhibit 2 to the Fund's
Registration Statement and by the following undertaking set forth
in the rules promulgated by the Securities and Exchange
Commission.
Item 27. Indemnification (continued)
_______ _______________
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in such Act and
will be governed by the final adjudication of such issue.
Reference is also made to the Fund's Distribution Agreement
attached as Exhibit (6) of Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on September 24, 1992.
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser, manager and distributor for
sponsored investment companies registered under the Investment
Company Act of 1940 and as an investment adviser to
institutional and individual accounts. Dreyfus also serves as
sub-investment adviser to and/or administrator of other
investment companies. Dreyfus Service Corporation, a
wholly-owned subsidiary of Dreyfus, serves primarily as
distributor of shares of investment companies sponsored by
Dreyfus and of other investment companies for which Dreyfus
acts as investment adviser, sub-investment adviser or
administrator. Dreyfus Management, Inc., another
wholly-owned subsidiary, provides investment management
services to various pension plans, institutions and
individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
ABIGAIL Q. McCARTHY Author, lecturer, columnist and educational
Director consultant
2126 Connecticut Avenue
Washington, D.C. 20008
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board, President and Investment
Chairman of the Board and Officer:
Chief Executive Officer Dreyfus Capital Growth Fund (A Premier
Fund)++;
Chairman of the Board and Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus New Leaders Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc. ++;
The Dreyfus Third Century Fund, Inc.++;
Chairman of the Board:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund++++;
The Dreyfus Consumer Credit Corporation*;
HOWARD STEIN Dreyfus Land Development Corporation*;
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
President, Managing General Partner and
Investment Officer:
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Strategic Growth, L.P. ++;
Director, President and Investment Officer:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Investing++;
Dreyfus Growth Opportunity Fund, Inc.++;
Premier Growth Fund, Inc.++;
Dreyfus Growth Allocation Fund, Inc.++
Director and Investment Officer:
Dreyfus Growth and Income Fund, Inc.++;
President:
Dreyfus Consumer Life Insurance Company*;
Director:
Avnet, Inc.**;
Comstock Partners Strategy Fund, Inc.***;
Dreyfus A Bonds Plus, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
The Dreyfus Fund International
Limited++++++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
Dreyfus Strategic Governments Income,
Inc.++;
The Dreyfus Trust Company++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
HOWARD STEIN Seven Six Seven Agency, Inc.*;
(cont'd) World Balanced Fund++++;
Trustee and Investment Officer:
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Strategic Investing++;
Dreyfus Variable Investment Fund++;
Trustee:
Corporate Property Investors
New York, New York;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Strategic Income++
JULIAN M. SMERLING Director and Executive Vice President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
Dreyfus Consumer Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Vice Chairman and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Partnership Management, Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, Chief Operating The Dreyfus Trust Company++;
Officer and Director Director, President and Investment Officer:
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
JOSEPH S. DiMARTINO Dreyfus Edison Electric Index Fund,
(cont'd) Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Partnership Management, Inc.*;
The Dreyfus Trust Company (N.J.)++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Trustee, President and Investment Officer:
Dreyfus Cash Management++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Premier GNMA Fund++;
Trustee and President:
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
Trustee, Vice President and Investment Officer:
Dreyfus Institutional Short Term
Treasury Fund++;
Trustee and Investment Officer:
Premier GNMA Fund++;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director, Vice President and Investment
Officer:
Dreyfus Balanced Fund, Inc.++;
Director and Vice President:
Dreyfus Service Organization, Inc.*;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
Director and Investment Officer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Short-Term Income Fund, Inc.++;
Premier Growth Fund, Inc.++;
Director and Corporate Member:
Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
JOSEPH S. DiMARTINO Director:
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
President and Investment Officer:
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Vice President:
Dreyfus Consumer Life Insurance Company*;
Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
President, Chief Operating Officer and
Director:
Major Trading Corporation*
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant and The Dreyfus Security Savings
Director Bank, F.S.B.+;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus America Fund++++;
Dreyfus BASIC Municipal Fund ++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
LAWRENCE M. GREENE Dreyfus New Leaders Fund, Inc.++;
(cont'd) Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++;
Seven Six Seven Agency, Inc.*;
Vice President:
Dreyfus Growth Opportunity Fund, Inc.++;
Trustee:
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Investment Officer:
The Dreyfus Fund Incorporated++
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Vice President:
Dreyfus Consumer Life Insurance Company*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Assistant Treasurer:
The Dreyfus Fund Incorporated++;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus Thrift & Commerce****
ALAN M. EISNER Director and President:
Vice President and Chief The Truepenny Corporation*;
Financial Officer Vice President and Chief Financial Officer:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance Company*;
Treasurer:
Dreyfus Realty Advisors, Inc.+++;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
Dreyfus Thrift & Commerce****;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*
DAVID W. BURKE Vice President and Director:
Vice President and Chief The Dreyfus Trust Company++;
Administrative Officer Formerly, President:
CBS News, a division of CBS, Inc.
524 West 57th Street
New York, New York 10019
Director:
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond
Fund, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New York Tax Exempt Bond
Fund, Inc.++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Trustee:
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Cash Management++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
DAVID W. BURKE Dreyfus Pennsylvania Municipal Money
(cont'd) Market Fund++;
Dreyfus Short-Intermediate Government
Fund++
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++
ELIE M. GENADRY President:
Vice President - Institutional Services Division of Dreyfus
Institutional Sales Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Senior Vice President:
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Vice President:
The Dreyfus Trust Company++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
Treasurer:
Pacific American Fund+++++
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
Dreyfus America Fund++++;
Dreyfus Consumer Life Insurance Company*;
The Dreyfus Trust Company++;
Vice President:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
DANIEL C. MACLEAN Dreyfus New York Insured Tax Exempt Bond
(cont'd) Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
DANIEL C. MACLEAN Premier New York Municipal Bond Fund++;
(cont'd) Premier State Municipal Bond Fund++;
Secretary:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
DANIEL C. MACLEAN Dreyfus Strategic Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Seven Six Seven Agency, Inc.*;
Director and Assistant Secretary:
The Dreyfus Fund International
Limited++++++
JEFFREY N. NACHMAN Vice President-Financial:
Vice President - Mutual Dreyfus A Bonds Plus, Inc.++;
Fund Accounting Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
JEFFREY N. NACHMAN Dreyfus New Jersey Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
JEFFREY N. NACHMAN General Government Securities Money Market
(cont'd) Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Vice President and Treasurer:
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie U.S. Government Income
Fund++;
JEFFREY N. NACHMAN First Prairie U.S. Treasury Securities
(Cont'd) Cash Management++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Assistant Treasurer:
Pacific American Fund+++++
PETER A. SANTORIELLO Director, President and Investment
Vice President Officer:
Dreyfus Balanced Fund, Inc.++;
Director and President:
Dreyfus Management, Inc.*;
Vice President:
Dreyfus Personal Management, Inc.*
ROBERT H. SCHMIDT President and Director:
Vice President Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
Formerly, Chairman and Chief Executive
Officer:
Levine, Huntley, Schmidt & Beaver
250 Park Avenue
New York, New York 10017
KIRK V. STUMPP Senior Vice President and
Vice President - Director of Marketing:
New Product Development Dreyfus Service Corporation*
PHILIP L. TOIA Chairman of the Board and Vice President:
Vice President and Dreyfus Thrift & Commerce****;
Director of Fixed- Director:
Income Research The Dreyfus Security Savings Bank F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit Corporation*;
President and Director:
Dreyfus Personal Management, Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
KATHERINE C. WICKHAM Vice President:
Assistant Vice President - Dreyfus Consumer Life Insurance
Human Resources Company++;
Formerly, Assistant Commissioner:
Department of Parks and Recreation of the
City of New York
830 Fifth Avenue
New York, New York 10022
JOHN J. PYBURN Treasurer and Assistant Secretary:
Assistant Vice President The Dreyfus Fund International
Limited++++++;
Treasurer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
JOHN J. PYBURN Dreyfus New York Tax Exempt Intermediate
(cont'd) Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
JOHN J. PYBURN Premier California Municipal Bond Fund++;
(cont'd) Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Consumer Life Insurance Company*;
Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President:
Secretary and Deputy Dreyfus A Bonds Plus, Inc.++;
General Counsel Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
MARK N. JACOBS Dreyfus Municipal Bond Fund, Inc.++;
(cont'd) Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Director:
World Balanced Fund++++;
Secretary:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
MARK N. JACOBS Dreyfus Insured Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
General California Municipal Money Market
Fund++;
MARK N. JACOBS General Government Securities Money Market
(cont'd) Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Pacific American Fund+++++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund, (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
CHRISTINE PAVALOS Dreyfus Global Bond Fund, Inc.++;
(cont'd) Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Growth and Income, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
CHRISTINE PAVALOS Dreyfus 100% U.S. Treasury Intermediate
(cont'd) Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Service Corporation*;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie Municipal Money Market
Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
CHRISTINE PAVALOS General Municipal Money Market Fund,
(cont'd) Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New York,
New York 10006.
**** The address of the business so indicated is Five Triad Center, Salt
Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
++++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus Michigan Municipal Money Market Fund, Inc.
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) Dreyfus Short-Term Income Fund, Inc.
66) The Dreyfus Socially Responsible Growth Fund, Inc.
67) Dreyfus Strategic Growth, L.P.
68) Dreyfus Strategic Income
69) Dreyfus Strategic Investing
70) Dreyfus Tax Exempt Cash Management
71) The Dreyfus Third Century Fund, Inc.
72) Dreyfus Treasury Cash Management
73) Dreyfus Treasury Prime Cash Management
74) Dreyfus Variable Investment Fund
75) Dreyfus-Wilshire Target Funds, Inc.
76) Dreyfus Worldwide Dollar Money Market Fund, Inc.
77) First Prairie Cash Management
78) First Prairie Diversified Asset Fund
79) First Prairie Money Market Fund
80) First Prairie Municipal Money Market Fund
81) First Prairie Tax Exempt Bond Fund, Inc.
82) First Prairie U.S. Government Income Fund
83) First Prairie U.S. Treasury Securities Cash Management
84) General California Municipal Bond Fund, Inc.
85) General California Municipal Money Market Fund
86) General Government Securities Money Market Fund, Inc.
87) General Money Market Fund, Inc.
88) General Municipal Bond Fund, Inc.
89) General Municipal Money Market Fund, Inc.
90) General New York Municipal Bond Fund, Inc.
91) General New York Municipal Money Market Fund
92) Pacific American Fund
93) Peoples Index Fund, Inc.
94) Peoples S&P MidCap Index Fund, Inc.
95) Premier Insured Municipal Bond Fund
96) Premier California Municipal Bond Fund
97) Premier GNMA Fund
98) Premier Growth Fund, Inc.
99) Premier Municipal Bond Fund
100) Premier New York Municipal Bond Fund
101) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Howard Stein* Chairman of the Board Director
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President and Director None
Lawrence M. Greene* Executive Vice President and Director None
Julian M. Smerling* Executive Vice President and Director None
Elie M. Genadry* Executive Vice President None
Henry D. Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President and None
Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-Trading None
Daniel C. Maclean* Secretary Secretary
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices with Positions and
Name and principal Broker-Dealer Division of offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Elie M. Genadry* President None
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales Manager None
Kristina Williams
Pomano Beach, FL Vice President-Administration None
James Barr
Newton, MA Regional Vice President None
Mary B. Brundage
Pasadena, CA Regional Vice President None
Edward Donley
Latham, NY Regional Vice President None
Thomas Ellis
Ranchero Murietta, CA Regional Vice President None
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino
San Francisco, CA Regional Vice President None
William Frey
Hoffman Estates, IL Regional Vice President None
Suzanne Haley
Tampa, FL Regional Vice President None
Philip Jochem
Warrington, PA Regional Vice President None
Richard P. Kundracik
Waterford, MI Regional Vice President None
Michael Lane
Beaver Falls, PA Regional Vice President None
Fred Lanier
Atlanta, GA Regional Vice President None
Beth Presson
Colchester, VT Regional Vice President None
Joseph Reaves
New Orleans, LA Regional Vice President None
Christian Renninger
Germantown, MD Regional Vice President None
Robert J. Richardson
Houston, TX Regional Vice President None
Kurt Wiessner
Minneapolis, MN Regional Vice President None
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Institutional Services Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President None
Donald A. Nanfeldt* Executive Vice President None
Charles Cardona** Senior Vice President- None
Institutional Services
Stacy Alexander* Vice President-Bank Wholesale None
Eric Almquist* Vice President-Eastern Regional None
Sales Manager
James E. Baskin+++++++ Vice President-Institutional Sales None
Kenneth Bernstein
Boca Raton, FL Vice President-Bank Wholesale None
Stephen Burke* Vice President-Bank Wholesaler None
Sales Manager
Laurel A. Diedrick
Burrows*** Vice President-Bank Wholesale None
Gary F. Callahan
Somerville, NJ Vice President-Bank Wholesale None
Daniel L. Clawson++++ Vice President-Institutional Sales None
Anthony T. Corallo
San Francisco, CA Vice President-Institutional Sales None
Bonnie M. Cymbryla
Brewerton, NY Vice President-Bank Wholesale None
William Davis
Bellevue, WA Vice President None
Steven Faticone***** Vice-President-Bank Wholesale None
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-Institutional Sales None
Carol Anne Kelty* Vice President-Institutional Sales None
Gwenn Kessler***** Vice President-Bank Wholesale None
Nancy Knee++++ Vice President-Bank Wholesale None
Bradford Lange* Vice President-Bank Wholesale None
Kathleen McIntyre
Lewis++ Vice President-Western Regional None
Sales Manager
Eva Machek***** Vice President-Institutional Sales None
Bradley R. Maybury
Seattle, WA Vice President-Bank Wholesale None
Mary McCabe*** Vice President-Bank Wholesale None
James McNamara***** Vice President-Institutional Sales None
James Neiland* Vice President-Bank Wholesale- None
National Accounts Manager
Susan M. O'Connor* Vice President-Institutional
Seminars None
Andrew Pearson+++ Vice President-Institutional Sales None
Jean Heitzman Penny***** Vice President-Institutional Sales None
Dwight Pierce+ Vice President-Bank Wholesale None
Lorianne Pinto* Vice President-Bank Wholesale None
Douglas Rentschler
Grosse Point Park, MI Vice President-Bank Wholesale None
Leah Ryan**** Vice President-Institutional Sales None
Emil Samman* Vice President-Institutional
Marketing None
Edward Sands* Vice President-Institutional
Administration None
William Schalda* Vice President-Institutional None
Administration
Sue Ann Seefeld++++ Vice President-Institutional Sales None
Brant Snavely
Charlotte, NC Vice President-Bank Wholesale None
Thomas Stallings
Richmond, VA Vice President-Institutional Sales None
Elizabeth Biordi Vice President-Institutional
Wieland* Administration None
Thomas Winnick
Malverne, PA Vice President-Bank Wholesale None
Jeanne Butler* Assistant Vice President-
Institutional Operations None
Roberta Hall***** Assistant Vice President-
Institutional Servicing None
Tracy Hopkins** Assistant Vice President-
Institutional Operations None
Lois Paterson* Assistant Vice President-
Institutional Operations None
Mary Rogers** Assistant Vice President-
Institutional Servicing None
Karen Markovic
Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-
Institutional Support None
Emilie Tongalson** Assistant Vice President-
Institutional Servicing None
Carolyn Warren Stein++ Assistant Vice President-
Institutional Servicing None
Tonda Watson**** Assistant Vice President-
Institutional Sales None
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Group Retirement Plans Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President None
Robert W. Stone* Executive Vice President None
Leonard Larrabee* Vice President and Senior Counsel None
George Anastasakos* Vice President None
Bart Ballinger++ Vice President-Sales None
Paula Cleary* Vice President-Marketing None
Ellen S. Dinas* Vice President-Marketing/Communications None
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Jeffrey Lejune
Dallas, TX Vice President-Sales None
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Joseph Pickert++ Vice President-Sales None
Alison Saunders** Vice President-Enrollment None
Scott Zeleznik* Vice President-Sales None
Alana Zion* Vice President-Sales None
Jeffrey Blake* Assistant Vice President-Sales None
_____________________________________________________
* The address of the offices so indicated is 200 Park Avenue, New
York, New York 10166
** The address of the offices so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580 California Street,
San Francisco, California 94104.
**** The address of the offices so indicated is 3384 Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box 1657,
Duxbury, Massachusetts 02331.
++ The address of the offices so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest Hill
Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond Street,
San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when requested
in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares of beneficial interest and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
SIGNATURES
---------------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
New York, and State of New York on the 17th day of May, 1994.
DREYFUS BASIC MONEY MARKET FUND, INC.
BY: /s/Joseph S. DiMartino*
___________________________________________
JOSEPH S. DIMARTINO, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signatures Title Date
__________________________ _______________________________ _________
/s/Joseph S. DiMartino* President (Principal Executive 5/17/94
__________________________ Officer)
Joseph S. DiMartino
/s/Jeffrey N. Nachman* Vice President and Treasurer 5/17/94
__________________________ (Principal Financial
Jeffrey N. Nachman Officer)
/s/Paul R. Casti* Controller (Principal Accounting 5/17/94
__________________________ Officer)
Paul R. Casti
/s/David W. Burke* Director 5/17/94
__________________________
David W. Burke
/s/Diane Dunst* Director 5/17/94
__________________________
Diane Dunst
/s/David P. Feldman* Director 5/17/94
__________________________
David P. Feldman
/s/Jay I. Meltzer* Director 5/17/94
__________________________
Jay I. Meltzer
/s/Daniel Rose* Director 5/17/94
__________________________
Daniel Rose
/s/Warren B. Rudman* Director 5/17/94
__________________________
Warren B. Rudman
/s/Howard Stein* Director 5/17/94
__________________________
Howard Stein
/s/Sander Vanocur* Director 5/17/94
_________________________
Sander Vanocur
*BY: /s/Robert I. Frenkel
Robert I. Frenkel,
Attorney-in-Fact
Dreyfus BASIC Money Market Fund, Inc.
EXHIBIT INDEX
Exhibit No.
24(b)(1) Articles of Incorporation and Articles of
Amendment
24(b)(2) By-Laws
24(b)(8)(a) Custody Agreement with The Bank of New York
24(b)(11) Consent of Ernst & Young
24(b)(16) Schedule of Computation of Performance Data
Other Exhibits Powers of Attorney for Directors and Officers
Secretary Certificate
ARTICLES OF INCORPORATION
OF
DREYFUS INVESTORS MONEY MARKET FUND, INC.
FIRST: The undersigned, Lisa A. Kyono, whose address
is
Seven Hanover Square, New York, New York 10004-2594, being at
least eighteen years of age, hereby forms a corporation under
the
Maryland General Corporation Law.
SECOND: The name of the corporation (hereinafter
called the "corporation") is Dreyfus Investors Money Market
Fund, Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the
business of an investment company;
(b) to subscribe for, invest in, reinvest
in, purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and
with securities of every nature, kind, character, type and
form, including without limitation of the generality of
the foregoing, all types of stocks, shares, futures
contracts, bonds, debentures, notes, bills and other
negotiable or non-negotiable instruments, obligations,
evidences of interest, certificates of interest,
certificates of participation, certificates, interests,
evidences of ownership, guarantees, warrants, options or
evidences of indebtedness issued or created by or
guaranteed as to principal and interest by any state or
local government or any agency or instrumentality
thereof, by the United States Government or any agency,
instrumentality, territory, district or possession
thereof, by any foreign government or any agency,
instrumentality, territory, district or possession
thereof, by any corporation organized under the laws of
any state, the United States or any territory or
possession thereof or under the laws of any foreign
country, bank certificates of deposit, bank time
deposits, bankers' acceptances and commercial paper; to
pay for the same in cash or by the issue of stock,
including treasury stock, bonds or notes of the
corporation or otherwise; and to exercise any and all
rights, powers and privileges of ownership or interest
in respect of any and all such investments of every kind
and description, including without limitation, the right
to consent and otherwise act with respect thereto, with
power to designate one or more persons, firms,
associations or corporations to exercise any of said
rights, powers and privileges in respect of any said
instruments;
(c) to borrow money or otherwise obtain credit
and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the
corporation;
(d) to issue, sell, repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue, dispose
of, transfer, and otherwise deal in, shares of stock of
the corporation, including shares of stock of the
corporation in fractional denominations, and to apply to
any such repurchase, redemption, retirement,
cancellation or acquisition of shares of stock of the
corporation any funds or property of the corporation
whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the
State of Maryland;
(e) to conduct its business, promote its
purposes and carry on its operations in any and all of
its branches and maintain offices both within and
without the State of Maryland, in any States of the
United States of America, in the District of Columbia
and in any other parts of the world; and
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion and attainment of any of the businesses and
purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in or
carried on by a corporation incorporated or organized
under the Maryland General Corporation Law, and to have
and exercise all of the powers conferred by the laws of
the State of Maryland upon corporations incorporated or
organized under the Maryland General Corporation Law.
The foregoing provisions of this Article THIRD shall be
construed both as purposes and powers and each as an independent
purpose and power. The foregoing enumeration of specific
purposes and powers shall not be held to limit or restrict in any manner
the purposes and powers of the corporation, and the purposes and
powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of
this or any other Article of these Articles of Incorporation;
provided, that the corporation shall not conduct any business,
promote any purpose, or exercise any power or privilege within
or without the State of Maryland which, under the laws thereof, the
corporation may not lawfully conduct, promote, or exercise.
FOURTH: The post office address of the principal
office of the corporation within the State of Maryland, and of the
resident agent of the corporation within the State of Maryland,
is The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202.
FIFTH: (1) The total number of shares of stock which
the corporation has authority to issue is three hundred million
(300,000,000) shares of Common Stock, all of which are of a par
value of one tenth of one cent ($.001) each.
(2) The aggregate par value of all the authorized
shares of stock is three hundred thousand dollars ($300,000.00).
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum
price or the consideration or minimum consideration for, and to
issue, the shares of stock of the corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to classify or to reclassify, as
the case may be, any unissued shares of stock of the
corporation.
(5) Subject to the power of the Board of Directors to
reclassify unissued shares, the shares of each class of stock of
the corporation shall have the following preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of
redemption:
(i) All consideration received by the
corporation for the issuance or sale of shares together
with all income, earnings, profits and proceeds thereof,
shall irrevocably belong to such class for all purposes,
subject only to the rights of creditors, and are herein
referred to as "assets belonging to" such class. The
assets belonging to a class may be invested with the
assets belonging to one or more other classes in a
common investment portfolio. If the assets belonging to
more than one class are invested in a common investment
portfolio, the income and expenses of the investment
portfolio shall be allocated among the classes in
accordance with the number of shares outstanding of each
class or as otherwise determined by the Board of
Directors.
(ii) The assets belonging to such class shall
be charged with the liabilities of the corporation in
respect of such class and with such class' share of the
general liabilities of the corporation, in the latter
case in proportion that the net asset value of such
class bears to the net asset value of all classes. The
determination of the Board of Directors shall be
conclusive as to the allocation of liabilities,
including accrued expenses and reserves, to a class.
(iii) Dividends or distributions on shares of
each class, whether payable in stock or cash, shall be
paid only out of earnings, surplus or other assets
belonging to such class.
(iv) In the event of the liquidation or
dissolution of the corporation, stockholders of each
class shall be entitled to receive, as a class, out of
the assets of the corporation available for distribution
to stockholders, the assets belonging to such class and
the assets so distributable to the stockholders of such
class shall be distributed among such stockholders in
proportion to the number of shares of such class held by them.
(v) On each matter submitted to a vote of the
stockholders, each holder of a share of stock shall be
entitled to one vote for each share standing in his name
on the books of the corporation irrespective of the
class thereof. All holders of shares of stock shall
vote as a single class except with respect to any matter
which affects only one or more classes of stock, in
which case only the holders of shares of the class or
classes affected shall be entitled to vote.
Except as provided above, all provisions of the Articles of
Incorporation relating to stock of the corporation shall apply
to shares of, and to the holders of, all classes of stock.
(6) Notwithstanding any provisions of the Maryland
General Corporation Law requiring a greater proportion than a
majority of the votes of stockholders entitled to be cast in
order to take or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon.
(7) The presence in person or by proxy of the holders
of one-third of the shares of stock of the corporation entitled
to vote (without regard to class) shall constitute a quorum at any
meeting of the stockholders, except with respect to any matter
which, under applicable statutes or regulatory requirements,
requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the
holders of one-third of the shares of stock of each class
required to vote as a class on the matter shall constitute a quorum.
(8) The corporation may issue shares of stock in
fractional denominations to the same extent as its whole shares,
and shares in fractional denominations shall be shares of stock
having proportionately to the respective fractions represented
thereby all the rights of whole shares, including, without
limitation, the right to vote, the right to receive dividends
and distributions and the right to participate upon liquidation of
the corporation, but excluding the right to receive a stock
certificate evidencing a fractional share.
(9) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class which the
corporation proposes to issue, or any rights or options which
the corporation proposes to issue or to grant for the purchase of
shares of any class or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights
to subscribe for, purchase, or otherwise acquire shares of any
class of the corporation; and any and all of such shares, bonds,
securities or obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may be
reissued or transferred if the same have been reacquired and have
treasury status, and any and all of such rights and options may be
granted by the Board of Directors to such persons, firms, corporations
and associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may
determine, without first offering the same, or any thereof, to any said
holder.
SIXTH: (1) The number of directors of the
corporation, until such number shall be increased or decreased pursuant to
the by-laws of the corporation, is one. The number of directors
shall never be less than the minimum number prescribed by the Maryland
General Corporation Law.
(2) The name of the person who shall act as director
of the corporation until the first annual meeting or until his
successor or successors are duly chosen and qualify is as
follows:
Mark N. Jacobs
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by
their informal written action, as the case may be. Thereafter,
the power to make, alter, and repeal the by-laws of the
corporation shall be vested in the Board of Directors of the
corporation.
(4) Any determination made in good faith by or
pursuant to the direction of the Board of Directors, as to: the amount
of the assets, debts, obligations, or liabilities of the
corporation; the amount of any reserves or charges set up and the propriety
thereof; the time of or purpose for creating such reserves or
charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for
which such reserves or charges shall have been created shall
have been paid or discharged or shall be then or thereafter required
to be paid or discharged); the value of any investment or fair
value of any other asset of the corporation; the amount of net
investment income; the number of shares of stock outstanding;
the estimated expense in connection with purchases or redemptions of
the corporation's stock; the ability to liquidate investments in
orderly fashion; the extent to which it is practicable to
deliver a cross-section of the portfolio of the corporation in payment
for any such shares, or as to any other matters relating to the
issue, sale, purchase, redemption and/or other acquisition or
disposition of investments or shares of the corporation, or the
determination of the net asset value of shares of the corporation shall be
final and conclusive, and shall be binding upon the corporation and
all holders of its shares, past, present and future, and shares of
the corporation are issued and sold on the condition and
understanding that any and all such determinations shall be binding as
aforesaid.
SEVENTH: (1) To the fullest extent that limitations
on the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the
corporation shall have any liability to the corporation or its
stockholders for damages. This limitation on liability applies
to events occurring at the time a person serves as a director or
officer of the corporation whether or not such person is a
director or officer at the time of any proceeding in which
liability is asserted.
(2) The corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The corporation shall
indemnify and advance expenses to its officers to the same
extent as its directors and to such further extent as is consistent
with law. The board of directors may, through a by-law, resolution
or agreement, make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(3) No provision of this Article SEVENTH shall be
effective to protect or purport to protect any director or
officer of the corporation against any liability to the corporation or
its stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(4) References to the Maryland General Corporation
Law in this Article SEVENTH are to the law as from time to time
amended. No amendment to the Articles of Incorporation of the
corporation shall affect any right of any person under this
Article SEVENTH based on any event, omission or proceeding prior
to such amendment.
EIGHTH: Any holder of shares of stock of the
corporation may require the corporation to redeem and the
corporation shall be obligated to redeem at the option of such
holder all or any part of the shares of the corporation owned by
said holder, at the redemption price, pursuant to the method,
upon the terms and subject to the conditions hereinafter set forth:
(a) The redemption price per share shall be the
net asset value per share determined at such time or
times as the Board of Directors of the corporation
shall designate in accordance with any provision of the
Investment Company Act of 1940, any rule or regulation
thereunder or exemption or exception therefrom, or any
rule or regulation made or adopted by any securities
association registered under the Securities Exchange
Act of 1934.
(b) Net asset value per share of a class shall
be determined by dividing:
(i) The total value of the assets of
such class determined as provided in Subsec-
tion (c) below less, to the extent
determined by or pursuant to the direction of the Board
of Directors, all debts, obligations and
liabilities of such class (which debts,
obligations and liabilities shall include,
without limitation of the generality of the
foregoing, any and all debts, obligations,
liabilities, or claims, of any and every
kind and nature, fixed, accrued and otherwise,
including the estimated accrued expenses of
management and supervision, administration
and distribution and any reserves or charges for
any or all of the foregoing, whether for
taxes, expenses or otherwise) but excluding
such class' liability upon its shares and
its surplus, by
(ii) The total number of shares of
such class outstanding.
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other
methods are deemed by it to be necessary in order to
enable the corporation to comply with, or are deemed
by it to be desirable provided they are not inconsistent
with, any provision of the Investment Company Act of
1940 or any rule or regulation thereunder.
(c) In determining for the purposes of these
Articles of Incorporation the total value of the assets
of the corporation at any time, investments and any
other assets of the corporation shall be valued in such
manner as may be determined from time to time by the
Board of Directors.
(d) Payment of the redemption price by the
corporation may be made either in cash or in securities
or other assets at the time owned by the corporation or
partly in cash and partly in securities or other assets
at the time owned by the corporation. The value of any
part of such payment to be made in securities or other
assets of the corporation shall be the value employed in
determining the redemption price. Payment of the
redemption price shall be made on or before the seventh
day following the day on which the shares are properly
presented for redemption hereunder, except that delivery
of any securities included in any such payment shall be
made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may
be made.
The corporation, pursuant to resolution of the
Board of Directors, may deduct from the payment made for
any shares redeemed a liquidating charge not in excess
of five percent (5%) of the redemption price of the
shares so redeemed, and the Board of Directors may alter
or suspend any such liquidating charge from time to
time.
(e) Redemption of shares of stock by the
corporation is conditional upon the corporation having
funds or property legally available therefor.
(f) The corporation, either directly or through
an agent, may repurchase its shares, out of funds
legally available therefor, upon such terms and
conditions and for such consideration as the Board of
Directors shall deem advisable, by agreement with the
owner at a price not exceeding the net asset value per
share as determined by the corporation at such time or
times as the Board of Directors of the corporation
shall designate, less a charge not to exceed five percent (5%)
of such net asset value, if and as fixed by resolution
of the Board of Directors of the corporation from time
to time, and take all other steps deemed necessary or
advisable in connection therewith.
(g) The corporation, pursuant to resolution of
the Board of Directors, may cause the redemption, upon
the terms set forth in such resolution and in
subsections (a) through (e) and subsection (h) of this
Article EIGHTH, of shares of stock owned by
stockholders whose shares have an aggregate net asset value of ten
thousand dollars or less or such other amount as may
be fixed from time to time by the Board of Directors.
Notwithstanding any other provision of this Article
EIGHTH, if certificates representing such shares have
been issued, the redemption price need not be paid by
the corporation until such certificates are presented in
proper form for transfer to the corporation or the agent
of the corporation appointed for such purpose; however,
the redemption shall be effective, in accordance with
the resolution of the Board of Directors, regardless of
whether or not such presentation has been made.
(h) The obligations set forth in this Article
EIGHTH may be suspended or postponed as may be
permissible under the Investment Company Act of 1940 and
the rules and regulations thereunder.
(i) The Board of Directors may establish other
terms and conditions and procedures for redemption,
including requirements as to delivery of certificates
evidencing shares, if issued.
NINTH: All persons who shall acquire stock or other
securities of the corporation shall acquire the same subject to
the provisions of the corporation's Charter, as from time to
time amended.
TENTH: From time to time any of the provisions of the
Charter of the corporation may be amended, altered or repealed,
including amendments which alter the contract rights of any
class of stock outstanding, and other provisions authorized by the
Maryland General Corporation Law at the time in force may be
added or inserted in the manner and at the time prescribed by said Law,
and all rights at any time conferred upon the stockholders of the
corporation by its Charter are granted subject to the provisions
of this Article.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the
adoption and signing are my act.
Dated: March 17, 1992
/s/ Lisa A. Kyono
Lisa A. Kyono, Incorporator
ARTICLES OF AMENDMENT
DREYFUS INVESTORS MONEY MARKET FUND, INC., a Maryland
corporation having its principal place of business in Baltimore
City, Maryland (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The charter of the Corporation is hereby
amended by striking Article SECOND of the Articles of
Incorporation and inserting in lieu thereof the following:
"SECOND: The name of the corporation
(hereinafter called the 'corporation') is
Dreyfus BASIC Money Market Fund, Inc."
SECOND: The Board of Directors of the Corporation
approved the foregoing amendment to the charter as set forth in
Article FIRST hereto, and declared that said amendment was
advisable. The Corporation has no stockholders.
The Vice President acknowledges these Articles of
Amendment to be the corporate act of the Corporation and states
that to the best of his knowledge, information and belief the
matters and facts set forth in these Articles with respect to
the authorization and approval of the amendment of the Corporation's
charter are true in all material respects, and that this
statement is made under the penalties of perjury.
IN WITNESS WHEREOF, Dreyfus Investors Money Market
Fund, Inc. has caused this instrument to be filed in its name
and on its behalf by its Vice President, Daniel C. Maclean, and
witnessed by its Assistant Secretary, Christine Pavalos, on the
20th day of April, 1992.
DREYFUS INVESTORS MONEY
MARKET FUND, INC.
BY:/s/Daniel C. Maclean
Daniel C. Maclean,
Vice President
ATTEST:
/s/Christine Pavalos
Christine Pavalos,
Assistant Secretary
BY-LAWS
OF
DREYFUS BASIC MONEY MARKET FUND, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing shares of stock shall set forth thereon the
statements prescribed by Section 2-211 of the Maryland General
Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the Chairman
of the Board or the President or a Vice President and countersigned
by the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer and may be sealed with the corporate seal.
The signatures of any such officers may be either manual or
facsimile signatures and the corporate seal may be either
facsimile or any other form of seal. In case any such officer
who has signed manually or by facsimile any such certificate
ceases to be such officer before the certificate is issued, it
nevertheless may be issued by the corporation with the same effect as if the
officer had not ceased to be such officer as of the date of its
issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-207 of the General
Corporation Law.
The corporation may issue a new certificate of stock
in place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, and the Board of Directors
may require, in its discretion, the owner of any such
certificate or his legal representative to give bond, with sufficient surety,
to the corporation to indemnify it against any loss or claim
that may arise by reason of the issuance of a new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made
only on the stock transfer books of the corporation by the
record holder thereof or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and
on surrender of the certificate or certificates for such shares
of stock properly endorsed and the payment of all taxes due
thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of
Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to
vote at, any meeting of stockholders, or stockholders entitled
to receive payment of any dividend or the allotment of any
rights or in order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall be not more than
90 days, and in case of a meeting of stockholders not less than
10 days, prior to the date on which the meeting or particular
action requiring such determination of stockholders is to be
held or taken. In lieu of fixing a record date, the Board of
Directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed 20 days. If the stock transfer
books are closed for the purpose of determining stockholders
entitled to notice of, or to vote at, a meeting of stockholders,
such books shall be closed for at least 10 days immediately
preceding such meeting. If no record date is fixed and the
stock transfer books are not closed for the determination of stock-
holders: (1) The record date for the determination of stock-
holders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day on
which the notice of meeting is mailed or the day 30 days before the
meeting, whichever is the closer date to the meeting; and (2)
The record date for the determination of stockholders entitled
to receive payment of a dividend or an allotment of any rights
shall be at the close of business on the day on which the resolution
of the Board of Directors declaring the dividend or allotment of
rights is adopted, provided that the payment or allotment date
shall not be more than 60 days after the date on which the
resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in
respect of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or
dissent in writing in lieu of a meeting, as the case may be, the term
"share of stock" or "shares of stock" or "stockholder" or "stock
holders" refers to an outstanding share or shares of stock and
to a holder or holders of record of outstanding shares of stock
when the corporation is authorized to issue only one class of
shares of stock and said reference also is intended to include any
outstanding share or shares of stock and any holder or holders
of record of outstanding shares of stock of any class or series upon which
or upon whom the Charter confers such rights where there are two
or more classes or series of shares or upon which or upon whom
the General Corporation Law confers such rights notwithstanding that
the Charter may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such
rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders of
the corporation is required by the Investment Company Act of
1940, as amended, to elect the directors, then there shall be
submitted to the stockholders at such meeting the question of the election
of directors, and a meeting called for that purpose shall be
designated the annual meeting of stockholders for that year. In
other years in which no action by stockholders is required for
the aforesaid election of directors, no annual meeting need be
held.
- SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the
President and shall be called by the Secretary for the purpose
of removing a Director and for all other purposes whenever the
holders of shares entitled to at least ten percent of all the
votes entitled to be cast at such meeting shall make a duly
authorized request that such meeting be called. Such request
shall state the purpose of such meeting and the matters proposed
to be acted on thereat, and no other business shall be
transacted at any such special meeting. The Secretary shall inform such
stockholders of the reasonably estimated costs of preparing and
mailing the notice of the meeting, and upon payment to the
corporation of such costs, the Secretary shall give notice in
the manner provided for below. Notwithstanding the foregoing,
unless requested by stockholders entitled to cast a majority of the
votes entitled to be cast at the meeting, a special meeting of
the stockholders need not be called at the request of
stockholders to consider any matter that is substantially the same as a matter
voted on at any special meeting of the stockholders held during
the preceding twelve (12) months.
- PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates
as the directors from time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting.
The notice of a special meeting shall state in all instances the
purpose or purposes for which the meeting is called. Written or
printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to him personally or by
leaving it at his residence or usual place of business not less than ten
days and not more than ninety days before the date of the
meeting, unless any provisions of the General Corporation Law shall
prescribe a different elapsed period of time, to each
stockholder at his address appearing on the books of the corporation or the
address supplied by him for the purpose of notice. If mailed,
notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post office
address as it appears on the records of the corporation with
postage thereon prepaid. Whenever any notice of the time, place
or purpose of any meeting of stockholders is required to be
given under the provisions of these by-laws or of the General Corpora-
tion Law, a waiver thereof in writing, signed by the stockholder
and filed with the records of the meeting, whether before or
after the holding thereof, or actual attendance or representation at
the meeting shall be deemed equivalent to the giving of such notice
to such stockholder. The foregoing requirements of notice also
shall apply, whenever the corporation shall have any class of stock
which is not entitled to vote, to holders of stock who are not
entitled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the corpora-
tion or, if the Board of Directors shall determine otherwise,
some other executive officer thereof, shall prepare or cause to be
prepared annually a full and correct statement of the affairs of
the corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be
filed at the principal office of the corporation in the State of Mary-
land.
- CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President,
the Chairman of the Board, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to
be chosen by the stockholders. The Secretary of the corporation
or, in his absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all
matters in which a stockholder is entitled to participate,
whether for the purposes of determining his presence at a meeting, or
whether by waiving notice of any meeting, voting or
participating at a meeting, expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by the
stockholder or by his duly authorized attorney-in-fact and filed
with the Secretary of the corporation. No unrevoked proxy shall
be valid after eleven months from the date of its execution,
unless a longer time is expressly provided therein.
- INSPECTORS OF ELECTION. The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors
to act at the meeting or any adjournment thereof. If an
inspector or inspectors are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or
act, the vacancy may be filled by appointment made by the direc-
tors in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before entering upon
the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.
The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented
at the meeting, the existence of a quorum and the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or
consents, determine the result and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting or any stock-
holder, the inspector or inspectors, if any, shall make a report
in writing of any challenge, question or matter determined by
him or them and execute a certificate of any fact found by him or
them.
- VOTING. Each share of stock shall entitle the
holder thereof to one vote, except in the election of directors, at
which each said vote may be cast for as many persons as there
are directors to be elected. Except for election of directors,
a majority of the votes cast at a meeting of stockholders, duly called and
at which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before a
meeting, unless more than a majority of votes cast is required by the
corporation's Articles of Incorporation. A plurality of all the
votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of
a meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such
action and such consent and waiver are filed with the records of the
corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and
affairs of the corporation shall be managed under the direction of a
Board of Directors. The use of the phrase "entire board" herein
refers to the total number of directors which the corporation would
have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be
a natural person of full age. A director need not be a
stockholder, a citizen of the United States or a resident of the State of
Maryland. The initial Board of Directors shall consist of one
person. Thereafter, the number of directors constituting the entire
board shall never be less than three or the number of stockholders,
whichever is less. At any regular meeting or at any special
meeting called for that purpose, a majority of the entire Board
of Directors may increase or decrease the number of directors,
provided that the number thereof shall never be less than three
or the number of stockholders, whichever is less, nor more than
twelve and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of
directors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the director named in the Articles of
Incorporation and shall hold office until the first meeting of
stockholders or until his successor has been elected and qualified.
Thereafter, directors who are elected at a meeting of
stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold
office until their successors have been elected and qualified. Newly created
directorships and any vacancies in the Board of Directors, other
than vacancies resulting from the removal of directors by the
stockholders, may be filled by the Board of Directors, subject
to the provisions of the Investment Company Act of 1940. Newly
created directorships filled by the Board of Directors shall be
by action of a majority of the entire Board of Directors. All
other vacancies to be filled by the Board of Directors may be filled
by a majority of the remaining members of the Board of
Directors, although such majority is less than a quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the directors
conveniently may assemble.
- PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular
meetings for which the time and place have been fixed. Special meetings
may be called by or at the direction of the President or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of
directors or any committee thereof is required to be given under
the provisions of the General Corporation Law or of these by-laws, a
waiver thereof in writing, signed by the director or committee
member entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual
attendance at the meeting shall be deemed equivalent to the
giving of such notice to such director or such committee member.
- QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the
directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as otherwise
specifically provided by the Articles of Incorporation, the
General Corporation Law or these by-laws, the action of a
majority of the directors present at a meeting at which a quorum is
present shall be the action of the Board of Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the Board,
if any and if present and acting, or the President or any other
director chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders,
who may elect a successor or successors to fill any resulting
vacancy or vacancies for the unexpired term of the removed director or
directors.
6. COMMITTEES. The Board of Directors may appoint
from among its members an Executive Committee and other committees
composed of two or more directors and may delegate to such
committee or committees, in the intervals between meetings of
the Board of Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs of the
corporation, except the power to amend the by-laws, to approve
any consolidation, merger, share exchange or transfer of assets, to
declare dividends, to issue stock or to recommend to
stockholders any action requiring the stockholders' approval. In the absence
of any member of any such committee, the members thereof present
at any meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Directors to act in the place
of such absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall
be elected by the Board of Directors, and may have such other
officers, assistant officers and agents as the Board of
Directors shall authorize from time to time. Any two or more offices,
except those of President and Vice President, may be held by the
same person, but no person shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is
required by law to be executed, acknowledged or verified by two
or more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation
Law is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General
Corporation Law are: The Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal
office in the State of Maryland prescribed by the General Corporation
Law or at the business office or an agency of the corporation, an
original or duplicate stock ledger containing the names and ad-
dresses of all stockholders and the number of shares of each
class held by each stockholder. Such stock ledger may be in written
form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the
by-laws, including all amendments thereto, and shall duly file
thereat the annual statement of affairs of the corporation
prescribed by Section 2-314 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the
name of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall
determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the law. The
corporation shall indemnify its officers to the same extent as
its directors and to such further extent as is consistent with law.
The corporation shall indemnify its directors and officers who
while serving as directors or officers also serve at the request
of the corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan
to the same extent as its directors and, in the case of officers,
to such further extent as is consistent with law. The indemnifica-
tion and other rights provided by this Article shall continue as
to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators
of such a person. This Article shall not protect any such person
against any liability to the corporation or any stockholder
thereof to which such person would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct").
2. ADVANCES. Any current or former director or
officer of the corporation seeking indemnification within the scope of
this Article shall be entitled to advances from the corporation
for payment of the reasonable expenses incurred by him in con-
nection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent permissible under the
General Corporation Law. The person seeking indemnification
shall provide to the corporation a written affirmation of his good
faith belief that the standard of conduct necessary for
indemnification by the corporation has been met and a written undertaking to
repay any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one
of the following additional conditions shall be met: (a) the
person seeking indemnification shall provide a security in form
and amount acceptable to the corporation for his undertaking;
(b) the corporation is insured against losses arising by reason
of the advance; or (c) a majority of a quorum of directors of the
corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion,
shall have determined, based on a review of facts readily avail-
able to the corporation at the time the advance is proposed to
be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to
indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent
with the General Corporation Law, whether the standards required by
this Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or
other body before whom the proceeding was brought that the person to
be indemnified was not liable by reason of disabling conduct or
(b) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the person to be indemni-
fied was not liable by reason of disabling conduct by (i) the
vote of a majority of a quorum of disinterested non-party directors
or (ii) an independent legal counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS.
Employees and agents who are not officers or directors of the corporation
may be indemnified, and reasonable expenses may be advanced to
such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make
further provision consistent with law for indemnification and
advance of expenses to directors, officers, employees and agents
by resolution, agreement or otherwise. The indemnification
provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the
General Corporation Law and to the Investment Company Act of
1940 as from time to time amended. No amendment of the by-laws shall
affect any right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
Dated: March 17, 1992
As Revised: April 20, 1992
CUSTODY AGREEMENT
Custody Agreement made as of April 20, 1992 between
DREYFUS BASIC MONEY MARKET FUND, INC., a corporation organized
and existing under the laws of the State of Maryland, having its
principal office and place of business at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144 (hereinafter called
the "Fund"), and THE BANK OF NEW YORK, a New York corporation
authorized to do a banking business, having its principal office
and place of business at 110 Washington Street, New York, New
York 10286 (hereinafter called the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the
following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not
any such person is an Officer or employee of the Fund, duly
authorized by the Directors of the Fund to give Oral Instructions and
Written Instructions on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix A or such other Certificate as may be
received by the Custodian from time to time.
2. "Available Balance" shall mean for any given day
during a calendar year the aggregate amount of Federal Funds
held in the Fund's custody account(s) at The Bank of New York, or its
successors, as of the close of such day or, if such day is not a
business day, the close of the preceding business day.
3. "Bankruptcy" shall mean with respect to a party
such party's making a general assignment, arrangement or composition
with or for the benefit of its creditors, or instituting or
having instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or the entry of an order for relief
under the Federal bankruptcy law or any other relief under any
bankruptcy or insolvency law or other similar law affecting
creditors' rights, or if a petition is presented for the winding
up or liquidation of the party or a resolution is passed for its
winding up or liquidation, or it seeks, or becomes subject to,
the appointment of an administrator, receiver, trustee, custodian or
other similar official for it or for all or substantially all of
its assets or its taking any action in furtherance of, or
indicating its consent to approval of, or acquiescence in, any
of the foregoing.
4. "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and Federal agency
securities, its successor or successors and its nominee or
nominees.
5. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures Contracts and Futures Contract Options entitling the holder,
upon timely exercise and payment of the exercise price, as specified
therein, to purchase from the writer thereof the specified
underlying Securities.
6. "Certificate" shall mean any notice, instruction,
or other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually
received by the Custodian and signed on behalf of the Fund by any two
Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-
dealer which is a clearing member under the rules of O.C.C. and
a member of a national securities exchange qualified to act as a
custodian for an investment company, or any broker-dealer
reasonably believed by the Custodian to be such a clearing
member.
8. "Collateral Account" shall mean a segregated
account so denominated and pledged to the Custodian as security for, and
in consideration of, the Custodian's issuance of (a) any Put
Option guarantee letter or similar document described in para-
graph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S.
Consumer Price Index, all items and all urban consumers, U.S. city
average l982-84 equals 100, as first published without seasonal
adjustment by the Bureau of Labor Statistics, the Department of Labor,
without regard to subsequent revisions or corrections by such
Bureau.
10. "Covered Call Option" shall mean an exchange
traded option entitling the holder, upon timely exercise and payment of
the exercise price, as specified therein, to purchase from the
writer thereof the specified Securities (excluding Futures
Contracts) which are owned by the writer thereof and subject to
appropriate restrictions.
11. "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the
Securities and Exchange Commission, its successor or successors and its
nominee or nominees, provided the Custodian has received a
certified copy of a resolution of the Fund's Directors
specifically approving deposits in DTC. The term "Depository"
shall further mean and include any other person authorized to
act as a depository under the Investment Company Act of 1940, its
successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution of the Fund's
Directors specifically approving deposits therein by the
Custodian.
12. "Earnings Credit" shall mean for any given day
during a calendar year the product of (a) the Federal Funds Rate
for such date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available
same day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.15 (519) and
applicable to such day and each succeeding day which is not a
business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes,
U.S. Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at
an agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option
with respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account
in the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member,
or otherwise, in accordance with an agreement between the Fund, the
Custodian and a broker, dealer, futures commission merchant or
Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund
may from time to time determine. Securities held in the Book-Entry
System or the Depository shall be deemed to have been deposited
in, or withdrawn from, a Margin Account upon the Custodian's
effecting an appropriate entry on its books and records.
19. "Merger" shall mean (a) with respect to the Fund,
the consolidation or amalgamation with, merger into, or transfer
of all or substantially all of its assets to, another entity,
where the Fund is not the surviving entity, and (b) with respect
to the Custodian, any consolidation or amalgamation with, merger
into, or transfer of all or substantially all of its assets to,
another entity, except for any such consolidation, amalgamation,
merger or transfer of assets between the Custodian and The Bank
of New York Company, Inc. or any subsidiary thereof, or the Irving
Bank Corporation or any subsidiary thereof, provided that the
surviving entity agrees to be bound by the terms of this
Agreement.
20. "Money Market Security" shall be deemed to
include, without limitation, debt obligations issued or guaranteed as to
principal and interest by the government of the United States or
agencies or instrumentalities thereof, commercial paper,
certificates of deposit and bankers' acceptances, repurchase and
reverse repurchase agreements with respect to the same and bank
time deposits, where the purchase and sale of such securities
normally requires settlement in Federal funds on the same date
as such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation,
a clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its
nominee or nominees.
22. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the Directors of
the Fund to execute any Certificate, instruction, notice or
other instrument on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix B or such other Certificate as may be
received by the Custodian from time to time.
23. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal
instructions actually received by the Custodian from an Authorized Person or
from a person reasonably believed by the Custodian to be an
Authorized Person.
25. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures Contracts, and Futures Contract Options entitling the holder,
upon timely exercise and tender of the specified underlying
Securities, to sell such Securities to the writer thereof for the exercise
price.
26. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and agrees
to repurchase such Securities at a described or specified date
and price.
27. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock Index
Futures Contract Options, Financial Futures Contracts, Financial
Futures Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having characteristics
similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public
authorities (including, without limitation, general obligation bonds,
revenue bonds and industrial bonds and industrial development bonds),
bonds, debentures, notes, mortgages or other obligations, and
any certificates, receipts, warrants or other instruments
representing rights to receive, purchase, sell or subscribe for the same, or
evidencing or representing any other rights or interest therein,
or any property or assets.
28. "Segregated Security Account" shall mean an
account maintained under the terms of this Agreement as a segregated
account, by recordation or otherwise, within the custody account
in which certain Securities and/or other assets of the Fund
shall be deposited and withdrawn from time to time in accordance with
Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.
29. "Shares" shall mean the shares of Common Stock of
the Fund, each of which, in the case of a Fund having Series, is
allocated to a particular Series.
30. "Stock Index Futures Contract" shall mean a
bilateral agreement pursuant to which the parties agree to take
or make delivery of an amount of cash equal to a specified dollar
amount times the difference between the value of a particular
stock index at the close of the last business day of the
contract and the price at which the futures contract is originally
struck.
31. "Stock Index Option" shall mean an exchange
traded option entitling the holder, upon timely exercise, to receive an
amount of cash determined by reference to the difference between
the exercise price and the value of the index on the date of
exercise.
32. "Written Instructions" shall mean written
communications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement,
except that (a) if the Custodian fails to provide for the custody of
any of the Fund's Securities and moneys located or to be located
outside the United States in a manner satisfactory to the Fund,
the Fund shall be permitted to arrange for the custody of such
Securities and moneys located or to be located outside the
United States other than through the Custodian at rates to be
negotiated and borne by the Fund and (b) if the Custodian fails to continue
any existing sub-custodial or similar arrangements on
substantially the same terms as exist on the date of this
Agreement, the Fund shall be permitted to arrange for such or
similar services other than through the Custodian at rates to be
negotiated and borne by the Fund. The Custodian shall not
charge the Fund for any such terminated services after the date of such
termination.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, the Fund will deliver or cause to
be delivered to the Custodian all Securities and all moneys owned
by it, including cash received for the issuance of its shares, at
any time during the period of this Agreement. The Custodian will
not be responsible for such Securities and such moneys until
actually received by it. The Custodian will be entitled to reverse any
credits made on the Fund's behalf where such credits have been
previously made and moneys are not finally collected. The Fund
shall deliver to the Custodian a certified resolution of the
Directors of the Fund approving, authorizing and instructing the
Custodian on a continuous and on-going basis to deposit in the
Book-Entry System all Securities eligible for deposit therein
and to utilize the Book-Entry System to the extent possible in
connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and
sales of Securities, loans of Securities, and deliveries and returns
of Securities collateral. Prior to a deposit of Securities of the
Fund in the Depository the Fund shall deliver to the Custodian a
certified resolution of the Directors of the Fund approving,
authorizing and instructing the Custodian on a continuous and
on-going basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the Depository
all Securities eligible for deposit therein and to utilize the
Depository to the extent possible in connection with its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of Securities
collateral. Securities and moneys of the Fund deposited in
either the Book-Entry System or the Depository will be represented in
accounts which include only assets held by the Custodian for
customers, including, but not limited to, accounts in which the
Custodian acts in a fiduciary or representative capacity. Prior
to the Custodian's accepting, utilizing and acting with respect
to Clearing Member confirmations for Options and transactions in
Options as provided in this Agreement, the Custodian shall have
received a certified resolution of the Fund's Board of Directors
approving, authorizing and instructing the Custodian on a
continuous and on-going basis, until instructed to the contrary
by a Certificate actually received by the Custodian, to accept,
utilize and act in accordance with such confirmations as
provided in this Agreement.
2. The Custodian shall credit to a separate account
in the name of the Fund all moneys received by it for the account
of the Fund, and shall disburse the same only:
(a) In payment for Securities purchased, as provided
in Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name
and address of the person to whom the payment is to be made, and the
purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of
the expenses and liabilities of the Custodian, as provided in
Article XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund
during said day. Where Securities are transferred to the account of
the Fund, the Custodian shall also by book-entry or otherwise
identify as belonging to the Fund a quantity of Securities in a fungible
bulk of Securities registered in the name of the Custodian (or
its nominee) or shown on the Custodian's account on the books of the
Book-Entry System or the Depository. At least monthly and from
time to time, the Custodian shall furnish the Fund with a
detailed statement of the Securities and moneys held for the Fund under
this Agreement.
4. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, all Securities held for the Fund,
which are issued or issuable only in bearer form, except such
Securities as are held in the Book-Entry System, shall be held
by the Custodian in that form; all other Securities held for the
Fund may be registered in the name of the Fund, in the name of any
duly appointed registered nominee of the Custodian as the Custodian
may from time to time determine, or in the name of the Book-Entry
System or the Depository or their successor or successors, or
their nominee or nominees. The Fund agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to
hold or deliver in proper form for transfer, or to register in the
name of its registered nominee or in the name of the Book-Entry
System or the Depository, any Securities which it may hold for the
account of the Fund and which may from time to time be
registered in the name of the Fund. The Custodian shall hold all such
Securities which are not held in the Book-Entry System or in the
Depository in a separate account in the name of the Fund
physically segregated at all times from those of any other
person or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate,
the Custodian by itself, or through the use of the Book-Entry System
or the Depository with respect to Securities therein deposited,
shall with respect to all Securities held for the Fund in
accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will
provide a conditional payment of income within 60 days from the date the
Custodian received such notice, unless the Custodian reasonably
concludes that such income was not due or payable to the Fund,
provided that the Custodian may reverse any such conditional
payment upon its reasonably concluding that all or any portion
of such income was not due or payable, and provided further that
the Custodian shall not be liable for failing to collect on a timely
basis the full amount of income due or payable in respect of a
"floating rate instrument" or "variable rate instrument" (as
such terms are defined under Rule 2a-7 under the Investment Company
Act of 1940, as amended) if it has acted in good faith, without
negligence or willful misconduct.
(b) Present for payment and collect the amount
payable upon such Securities which are called, but only if either (i)
the Custodian receives a written notice of such call, or (ii) notice
of such call appears in one or more of the publications listed
in Appendix C annexed hereto, which may be amended at any time by
the Custodian upon five business days' prior notification to the
Fund;
(c) Present for payment and collect the amount
payable upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws
or the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System
or the Depository with respect to Securities therein deposited, for
the account of the Fund all rights and similar securities issued
with respect to any Securities held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise,
the Custodian, directly or through the use of the Book-Entry System
or the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents,
authorizations, and any other instruments whereby the authority of the Fund as
owner of any Securities may be exercised;
(b) Deliver any Securities held for the Fund in
exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person
in connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or
other instruments or documents as may be issued to it to evidence such
delivery;
(d) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount
payable upon Securities not described in preceding paragraph 5(b) of
this Article which may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to
such availability, the Custodian shall comply with Section 17(f) of
the Investment Company Act of 1940, as amended, in connection with
the purchase, sale, settlement, closing out or writing of Futures
Contracts, Options or Futures Contract Options by making
payments or deliveries specified in Certificates received by the
Custodian in connection with any such purchase, sale, writing, settlement
or closing out upon its receipt from a broker, dealer or futures
commission merchant of a statement or confirmation reasonably
believed by the Custodian to be in the form customarily used by
brokers, dealers, or futures commission merchants with respect
to such Futures Contracts, Options or Futures Contract Options, as
the case may be, confirming that such Security is held by such
broker, dealer or futures commission merchant, in book-entry
form or otherwise, in the name of the Custodian (or any nominee of
the Custodian) as custodian for the Fund, provided, however, that
payments to or deliveries from the Margin Account shall be made
in accordance with the terms and conditions of the Margin Account
Agreement. Whenever any such instruments or certificates are
available, the Custodian shall, notwithstanding any provision in
this Agreement to the contrary, make payment for any Futures
Contract, Option or Futures Contract Option for which such
instruments or such certificates are available only against the
delivery to the Custodian of such instrument or such
certificate, and deliver any Futures Contract, Option or Futures Contract
Option for which such instruments or such certificates are
available only against receipt by the Custodian of payment
therefor. Any such instrument or certificate delivered to the
Custodian shall be held by the Custodian hereunder in accordance
with, and subject to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN
OPTIONS, FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the
Fund shall deliver to the Custodian (i) with respect to each purchase
of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase:
(a) the name of the issuer and the title of the Securities; (b) the
number of shares or the principal amount purchased and accrued
interest, if any; (c) the date of purchase and settlement; (d)
the purchase price per unit; (e) the total amount payable upon such
purchase; (f) the name of the person from whom or the broker
through whom the purchase was made, and the name of the clearing
broker, if any; and (g) the name of the broker to which payment
is to be made. The Custodian shall, upon receipt of Securities
purchased by or for the Fund, pay out of the moneys held for the
account of the Fund the total amount payable to the person from
whom, or the broker through whom, the purchase was made,
provided that the same conforms to the total amount payable as set forth
in such Certificate, Oral Instructions or Written Instructions.
2. Promptly after each sale of Securities by the
Fund, other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions,
specifying with respect to each such sale: (a) the name of the issuer and
the title of the Security; (b) the number of shares or principal
amount sold, and accrued interest, if any; (c) the date of sale;
(d) the sale price per unit; (e) the total amount payable to the
Fund upon such sale; (f) the name of the broker through whom or
the person to whom the sale was made, and the name of the
clearing broker, if any; and (g) the name of the broker to whom the
Securities are to be delivered. The Custodian shall deliver the
Securities upon receipt of the total amount payable to the Fund
upon such sale, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral
Instructions or Written Instructions. Subject to the foregoing, the
Custodian may accept payment in such form as shall be satisfactory to it,
and may deliver Securities and arrange for payment in accordance
with the customs prevailing among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the type
of Option (put or call); (b) the name of the issuer and the title
and number of shares subject to such Option or, in the case of a
Stock Index Option, the stock index to which such Option relates and
the number of Stock Index Options purchased; (c) the expiration
date; (d) the exercise price; (e) the dates of purchase and
settlement; (f) the total amount payable by the Fund in connection with such
purchase; (g) the name of the Clearing Member through which such
Option was purchased; and (h) the name of the broker to whom
payment is to be made. The Custodian shall pay, upon receipt of
a Clearing Member's statement confirming the purchase of such
Option held by such Clearing Member for the account of the Custodian
(or any duly appointed and registered nominee of the Custodian) as
custodian for the Fund, out of moneys held for the account of
the Fund, the total amount payable upon such purchase to the
Clearing Member through whom the purchase was made, provided that the
same conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver
to the Custodian a Certificate specifying with respect to each such
sale: (a) the type of Option (put or call); (b) the name of the
issuer and the title and number of shares subject to such Option
or, in the case of a Stock Index Option, the stock index to
which such Option relates and the number of Stock Index Options sold;
(c) the date of sale; (d) the sale price; (e) the date of
settlement; (f) the total amount payable to the Fund upon such
sale; and (g) the name of the Clearing Member through which the
sale was made. The Custodian shall consent to the delivery of
the Option sold by the Clearing Member which previously supplied the
confirmation described in preceding paragraph 1 of this Article
with respect to such Option against payment to the Custodian of
the total amount payable to the Fund, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
3. Promptly after the exercise by the Fund of any
Call Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying
with respect to such Call Option: (a) the name of the issuer and the
title and number of shares subject to the Call Option; (b) the
expiration date; (c) the date of exercise and settlement; (d)
the exercise price per share; (e) the total amount to be paid by the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Call Option was exercised. The Custodian
shall, upon receipt of the Securities underlying the Call Option
which was exercised, pay out of the moneys held for the account
of the Fund the total amount payable to the Clearing Member through
whom the Call Option was exercised, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and the
title and number of shares subject to the Put Option; (b) the
expiration date; (c) the date of exercise and settlement; (d)
the exercise price per share; (e) the total amount to be paid to the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Put Option was exercised. The Custodian
shall, upon receipt of the amount payable upon the exercise of the Put
Option, deliver or direct the Depository to deliver the
Securities, provided the same conforms to the amount payable to
the Fund as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any
Stock Index Option purchased by the Fund pursuant to paragraph 1
hereof, the Fund shall deliver to the Custodian a Certificate specifying
with respect to such Stock Index Option: (a) the type of Stock
Index Option (put or call); (b) the number of Options being
exercised; (c) the stock index to which such Option relates;
(d) the expiration date; (e) the exercise price; (f) the total
amount to be received by the Fund in connection with such
exercise; and (g) the Clearing Member from which such payment is
to be received.
6. Whenever the Fund writes a Covered Call Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the
name of the issuer and the title and number of shares for which the
Covered Call Option was written and which underlie the same;
(b) the expiration date; (c) the exercise price; (d) the premium
to be received by the Fund; (e) the date such Covered Call
Option was written; and (f) the name of the Clearing Member through
which the premium is to be received. The Custodian shall deliver or
cause to be delivered, in exchange for receipt of the premium
specified in the Certificate with respect to such Covered Call
Option, such receipts as are required in accordance with the
customs prevailing among Clearing Members dealing in Covered
Call Options and shall impose, or direct the Depository to impose,
upon the underlying Securities specified in the Certificate such
restrictions as may be required by such receipts.
Notwithstanding the foregoing, the Custodian has the right, upon prior written
notification to the Fund, at any time to refuse to issue any
receipts for Securities in the possession of the Custodian and
not deposited with the Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct
the Depository to deliver, the Securities subject to such Covered
Call Option and specifying: (a) the name of the issuer and the title
and number of shares subject to the Covered Call Option; (b) the
Clearing Member to whom the underlying Securities are to be
delivered; and (c) the total amount payable to the Fund upon
such delivery. Upon the return and/or cancellation of any receipts
delivered pursuant to paragraph 6 of this Article, the Custodian
shall deliver, or direct the Depository to deliver, the
underlying Securities as specified in the Certificate for the amount to be
received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares for which the Put Option is
written and which underlie the same; (b) the expiration date; (c) the
exercise price; (d) the premium to be received by the Fund;
(e) the date such Put Option is written; (f) the name of the
Clearing Member through which the premium is to be received and
to whom a Put Option guarantee letter is to be delivered; (g) the
amount of cash, and/or the amount and kind of Securities, if
any, to be deposited in the Segregated Security Account; and (h) the
amount of cash and/or the amount and kind of Securities to be
deposited into the Collateral Account. The Custodian shall,
after making the deposits into the Collateral Account specified in the
Certificate, issue a Put Option guarantee letter substantially
in the form utilized by the Custodian on the date hereof, and
deliver the same to the Clearing Member specified in the Certificate
against receipt of the premium specified in said Certificate.
Notwithstanding the foregoing, the Custodian shall be under no
obligation to issue any Put Option guarantee letter or similar
document if it is unable to make any of the representations
contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund
shall promptly deliver to the Custodian a Certificate specifying:
(a) the name of the issuer and title and number of shares
subject to the Put Option; (b) the Clearing Member from which the
underlying Securities are to be received; (c) the total amount
payable by the Fund upon such delivery; (d) the amount of cash
and/or the amount and kind of Securities to be withdrawn from
the Collateral Account; and (e) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the
Segregated Security Account. Upon the return and/or
cancellation of any Put Option guarantee letter or similar document issued by
the Custodian in connection with such Put Option, the Custodian
shall pay out of the moneys held for the account of the Fund the
total amount payable to the Clearing Member specified in the
Certificate as set forth in such Certificate, and shall make the
withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) whether
such Stock Index Option is a put or a call; (b) the number of
Options written; (c) the stock index to which such Option
relates; (d) the expiration date; (e) the exercise price; (f) the
Clearing Member through which such Option was written; (g) the premium to
be received by the Fund; (h) the amount of cash and/or the
amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; (i) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Collateral
Account; and (j) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in a Margin Account, and the
name in which such account is to be or has been established.
The Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits, if any, into the Segregated
Security Account specified in the Certificate, and either (1)
deliver such receipts, if any, which the Custodian has
specifically agreed to issue, which are in accordance with the
customs prevailing among Clearing Members in Stock Index Options
and make the deposits into the Collateral Account specified in
the Certificate, or (2) make the deposits into the Margin Account
specified in the Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) such information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member through
which such Stock Index Option is being exercised; (c) the total
amount payable upon such exercise, and whether such amount is to
be paid by or to the Fund; (d) the amount of cash and/or amount
and kind of Securities, if any, to be withdrawn from the Margin
Account; and (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article,
the Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical
to a previously written Option described in paragraphs 6, 8 or 10
of this Article in a transaction expressly designated as a "Closing
Purchase Transaction" in order to liquidate its position as a
writer of an Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to the Option
being purchased: (a) that the transaction is a Closing Purchase
Transaction; (b) the name of the issuer and the title and number
of shares subject to the Option, or, in the case of a Stock
Index Option, the stock index to which such Option relates and the
number of Options held; (c) the exercise price; (d) the premium
to be paid by the Fund; (e) the expiration date; (f) the type of
Option (put or call); (g) the date of such purchase; (h) the
name of the Clearing Member to which the premium is to be paid; and
(i) the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Collateral Account, a specified
Margin Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8
or 10 of this Article with respect to the Option being liquidated
through the Closing Purchase Transaction, the Custodian shall
remove, or direct the Depository to remove, the previously
imposed restrictions on the Securities underlying the Call Option.
13. Upon the expiration or exercise of, or
consummation of a Closing Purchase Transaction with respect to, any Option
purchased or written by the Fund and described in this Article,
the Custodian shall delete such Option from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein, and upon the return and/or cancellation of any receipts
issued by the Custodian, shall make such withdrawals from the
Collateral Account, the Margin Account and/or the Segregated
Security Account as may be specified in a Certificate received
in connection with such expiration, exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with
respect to any number of identical Futures Contract(s)): (a) the
category of Futures Contract (the name of the underlying stock index or
financial instrument); (b) the number of identical Futures
Contracts entered into; (c) the delivery or settlement date of
the Futures Contract(s); (d) the date the Futures Contract(s) was
(were) entered into and the maturity date; (e) whether the Fund
is buying (going long) or selling (going short) on such Futures
Contract(s); (f) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in the Segregated Security
Account; (g) the name of the broker, dealer or futures
commission merchant through which the Futures Contract was entered into;
and (h) the amount of fee or commission, if any, to be paid and the
name of the broker, dealer or futures commission merchant to
whom such amount is to be paid. The Custodian shall make the
deposits, if any, to the Margin Account in accordance with the terms and
conditions of the Margin Account Agreement. The Custodian shall
make payment of the fee or commission, if any, specified in the
Certificate and deposit in the Segregated Security Account the
amount of cash and/or the amount and kind of Securities
specified in said Certificate.
2. (a) Any variation margin payment or similar
payment required to be made by the Fund to a broker, dealer or futures
commission merchant with respect to an outstanding Futures
Contract shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar
payment from a broker, dealer or futures commission merchant to the Fund
with respect to an outstanding Futures Contract shall be
received and dealt with by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or settlement
is made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Futures Contract;
(b) with respect to a Stock Index Futures Contract, the total cash
settlement amount to be paid or received, and with respect to a
Financial Futures Contract, the Securities and/or amount of cash
to be delivered or received; (c) the broker, dealer or futures
commission merchant to or from which payment or delivery is to
be made or received; and (d) the amount of cash and/or Securities
to be withdrawn from the Segregated Security Account. The
Custodian shall make the payment or delivery specified in the Certificate
and delete such Futures Contract from the statements delivered
to the Fund pursuant to paragraph 3 of Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b)
the Futures Contract being offset. The Custodian shall make payment
of the fee or commission, if any, specified in the Certificate
and delete the Futures Contract being offset from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Segregated Security
Account as may be specified in such Certificate. The
withdrawals, if any, to be made from the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures
Contract Option by the Fund, the Fund shall deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as
may be necessary to identify the Futures Contract underlying the
Futures Contract Option purchased; (c) the expiration date; (d)
the exercise price; (e) the dates of purchase and settlement;
(f) the amount of premium to be paid by the Fund upon such purchase;
(g) the name of the broker or futures commission merchant
through which such option was purchased; and (h) the name of the broker
or futures commission merchant to whom payment is to be made. The
Custodian shall pay the total amount to be paid upon such
purchase to the broker or futures commission merchant through whom the
purchase was made, provided that the same conforms to the amount
set forth in such Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date
of settlement; (f) the total amount payable to the Fund upon such
sale; and (g) the name of the broker or futures commission
merchant through which the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by
the Fund pursuant to paragraph 1 is exercised by the Fund, the Fund
shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option (put or call) being
exercised; (b) the type of Futures Contract underlying the
Futures Contract Option; (c) the date of exercise; (d) the name of the
broker or futures commission merchant through which the Futures
Contract Option is exercised; (e) the net total amount, if any,
payable by the Fund; (f) the amount, if any, to be received by
the Fund; and (g) the amount of cash and/or the amount and kind of
Securities to be deposited in the Segregated Security Account.
The Custodian shall make the payments, if any, and the deposits,
if any, into the Segregated Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract
Option, the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Futures Contract Option: (a)
the type of Futures Contract Option (put or call); (b) the type of
Futures Contract and such other information as may be necessary
to identify the Futures Contract underlying the Futures Contract
Option; (c) the expiration date; (d) the exercise price; (e) the
premium to be received by the Fund; (f) the name of the broker
or futures commission merchant through which the premium is to be
received; and (g) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in the Segregated Security
Account. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits into the
Segregated Security Account, if any, as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying: (a) the particular
Futures Contract Option exercised; (b) the type of Futures
Contract underlying the Futures Contract Option; (c) the name of
the broker or futures commission merchant through which such
Futures Contract Option was exercised; (d) the net total amount,
if any, payable to the Fund upon such exercise; (e) the net
total amount, if any, payable by the Fund upon such exercise; and (f)
the amount of cash and/or the amount and kind of Securities to
be deposited in the Segregated Security Account. The Custodian
shall, upon its receipt of the net total amount payable to the
Fund, if any, specified in such Certificate make the payments,
if any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits, if any,
to be made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
6. Whenever a Futures Contract Option which is
written by the Fund and which is a Put Option is exercised, the Fund
shall promptly deliver to the Custodian a Certificate specifying: (a)
the particular Futures Contract Option exercised; (b) the type
of Futures Contract underlying such Futures Contract Option; (c)
the name of the broker or futures commission merchant through which
such Futures Contract Option is exercised; (d) the net total
amount, if any, payable to the Fund upon such exercise; (e) the
net total amount, if any, payable by the Fund upon such
exercise; and (f) the amount and kind of Securities and/or cash to be
withdrawn from or deposited in the Segregated Security Account,
if any. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in the
Certificate, make the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate.
The deposits to and/or withdrawals from the Margin Account, if any,
shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as
a writer of such Futures Contract Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect
to the Futures Contract Option being purchased: (a) that the
transaction is a closing transaction; (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the exercise price; (d) the premium to be paid by
the Fund; (e) the expiration date; (f) the name of the broker or
futures commission merchant to which the premium is to be paid;
and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account. The Custodian shall effect the withdrawals from the
Segregated Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
8. Upon the expiration or exercise of, or
consummation of a closing transaction with respect to, any Futures Contract
Option written or purchased by the Fund and described in this
Article, the Custodian shall (a) delete such Futures Contract
Option from the statements delivered to the Fund pursuant to
paragraph 3 of Article III herein, and (b) make such withdrawals
from, and/or, in the case of an exercise, such deposits into, the
Segregated Security Account as may be specified in a
Certificate. The deposits to and/or withdrawals from the Margin Account, if
any, shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the name
of the issuer and the title of the Security; (b) the number of
shares or principal amount sold, and accrued interest or
dividends, if any; (c) the dates of the sale and settlement; (d)
the sale price per unit; (e) the total amount credited to the
Fund upon such sales, if any; (f) the amount of cash and/or the
amount and kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such Margin Account has
been or is to be established; (g) the amount of cash and/or the
amount and kind of Securities, if any, to be deposited in a Segregated
Security Account; and (h) the name of the broker through which
such short sale was made. The Custodian shall upon its receipt
of a statement from such broker confirming such sale and that the
total amount credited to the Fund upon such sale, if any, as
specified in the Certificate is held by such broker for the
account of the Custodian (or any nominee of the Custodian) as
custodian of the Fund, issue a receipt or make the deposits into
the Margin Account and the Segregated Security Account specified
in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out:
(a) the name of the issuer and the title of the Security; (b) the
number of shares or the principal amount, and accrued interest
or dividends, if any, required to effect such closing-out to be
delivered to the broker; (c) the dates of the closing-out and
settlement; (d) the purchase price per unit; (e) the net total
amount payable to the Fund upon such closing-out; (f) the net
total amount payable to the broker upon such closing-out; (g)
the amount of cash and the amount and kind of Securities to be
withdrawn, if any, from the Margin Account; (h) the amount of
cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account; and (i) the name of the
broker through which the Fund is effecting such closing-out.
The Custodian shall, upon receipt of the net total amount payable to
the Fund upon such closing-out and the return and/or
cancellation of the receipts, if any, issued by the custodian with respect to
the short sale being closed-out, pay out of the moneys held for
the account of the Fund to the broker the net total amount
payable to the broker, and make the withdrawals from the Margin Account
and the Segregated Security Account, as the same are specified
in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held
by the Custodian hereunder, the Fund shall deliver to the Custodian
a Certificate or in the event such Reverse Repurchase Agreement is
a Money Market Security, a Certificate, Oral Instructions or
Written Instructions specifying: (a) the total amount payable to the
Fund in connection with such Reverse Repurchase Agreement; (b) the
broker or dealer through or with which the Reverse Repurchase
Agreement is entered; (c) the amount and kind of Securities to
be delivered by the Fund to such broker or dealer; (d) the date of
such Reverse Repurchase Agreement; and (e) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in a Segregated Security Account in connection with such Reverse
Repurchase Agreement. The Custodian shall, upon receipt of the
total amount payable to the Fund specified in the Certificate,
Oral Instructions or Written Instructions make the delivery to
the broker or dealer, and the deposits, if any, to the Segregated
Security Account, specified in such Certificate, Oral
Instructions or Written Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund
shall promptly deliver a Certificate or, in the event such Reverse
Repurchase Agreement is a Money Market Security, a Certificate,
Oral Instructions or Written Instructions to the Custodian
specifying: (a) the Reverse Repurchase Agreement being
terminated; (b) the total amount payable by the Fund in
connection with such termination; (c) the amount and kind of Securities to
be received by the Fund in connection with such termination; (d)
the date of termination; (e) the name of the broker or dealer with
or through which the Reverse Repurchase Agreement is to be
terminated; and (f) the amount of cash and/or the amount and
kind of Securities to be withdrawn from the Segregated Security
Account. The Custodian shall, upon receipt of the amount and
kind of Securities to be received by the Fund specified in the
Certificate, Oral Instructions or Written Instructions, make the
payment to the broker or dealer, and the withdrawals, if any,
from the Segregated Security Account, specified in such Certificate,
Oral Instructions or Written Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account
as specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount
and kind of Securities to be deposited in, or withdrawn from, the
Segregated Security Account. In the event that the Fund fails
to specify in a Certificate the name of the issuer, the title and
the number of shares or the principal amount of any particular
Securities to be deposited by the Custodian into, or withdrawn
from, a Segregated Securities Account, the Custodian shall be
under no obligation to make any such deposit or withdrawal and
shall so notify the Fund.
2. The Custodian shall make deliveries or payments
from a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its
lien and realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter
or similar document or any receipt issued hereunder by the
Custodian. In the event the Custodian should realize on any such property
net proceeds which are less than the Custodian's obligations under
any Put Option guarantee letter or similar document or any receipt,
such deficiency shall be a debt owed the Custodian by the Fund
within the scope of Article XIII herein.
5. On each business day, the Custodian shall furnish
the Fund with a statement with respect to each Margin Account in
which money or Securities are held specifying as of the close of
business on the previous business day: (a) the name of the
Margin Account; (b) the amount and kind of Securities held therein; and
(c) the amount of money held therein. The Custodian shall make
available upon request to any broker, dealer or futures
commission merchant specified in the name of a Margin Account a copy of the
statement furnished the Fund with respect to such Margin
Account.
6. Promptly after the close of business on each
business day in which cash and/or Securities are maintained in a
Collateral Account, the Custodian shall furnish the Fund with a
Statement with respect to such Collateral Account specifying the
amount of cash and/or the amount and kind of Securities held
therein. No later than the close of business next succeeding
the delivery to the Fund of such statement, the Fund shall furnish
to the Custodian a Certificate or Written Instructions specifying
the then market value of the securities described in such statement.
In the event such then market value is indicated to be less than
the Custodian's obligation with respect to any outstanding Put
Option, guarantee letter or similar document, the Fund shall
promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to
eliminate such deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of
the resolution of the Directors, certified by the Secretary or
any Assistant Secretary, either (i) setting forth the date of the
declaration of a dividend or distribution, the date of payment
thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the
shareholders of record as of that date and the total amount
payable to the Dividend Agent of the Fund on the payment date,
or (ii) authorizing the declaration of dividends and distributions
on a daily basis and authorizing the Custodian to rely on Oral
Instructions, Written Instructions or a Certificate setting
forth the date of the declaration of such dividend or distribution,
the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the
total amount payable to the Dividend Agent on the payment date.
2. Upon the payment date specified in such
resolution, Oral Instructions, Written Instructions or Certificate, as the
case may be, the Custodian shall pay out of the moneys held for
the account of the Fund the total amount payable to the Dividend
Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF COMMON STOCK
1. Whenever the Fund shall sell any of its Shares, it
shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price;
and
(b) The amount of money to be received by the
Custodian for the sale of such Shares.
2. Upon receipt of such money from the Transfer
Agent, the Custodian shall credit such money to the account of the
Fund.
3. Upon issuance of any of the Fund's Shares in
accordance with the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account of
the Fund, all original issue or other taxes required to be paid by
the Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any of its Shares, it shall furnish to
the Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of Shares received by the Transfer
Agent for redemption and that such Shares are valid and in good form
for redemption, the Custodian shall make payment to the Transfer
Agent out of the moneys held for the account of the Fund of the total
amount specified in the Certificate issued pursuant to the
foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of the Fund's Shares, whenever its Shares are
redeemed pursuant to any check redemption privilege which may
from time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part of
such check redemption privilege out of the money held in the
account of the Fund for such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of the Fund which results in an
overdraft because the moneys held by the Custodian for the account of the
Fund shall be insufficient to pay the total amount payable upon
a purchase of Securities as set forth in a Certificate or Oral
Instructions issued pursuant to Article IV, or which results in
an overdraft for some other reason, or if the Fund is for any other
reason indebted to the Custodian (except a borrowing for
investment or for temporary or emergency purposes using
Securities as collateral pursuant to a separate agreement and subject to
the provisions of paragraph 2 of this Article XIII), such overdraft
or indebtedness shall be deemed to be a loan made by the Custodian
to the Fund payable on demand and shall bear interest from the date
incurred at a rate per annum (based on a 360-day year for the
actual number of days involved) equal to the Federal Funds Rate
plus l/2%, such rate to be adjusted on the effective date of any
change in such Federal Funds Rate but in no event to be less
than 6% per annum, except that any overdraft resulting from an error
by the Custodian shall bear no interest. Any such overdraft or
indebtedness shall be reduced by an amount equal to the total of
all amounts due the Fund which have not been collected by the
Custodian on behalf of the Fund when due because of the failure
of the Custodian to make timely demand or presentment for payment.
In addition, the Fund hereby agrees that the Custodian shall
have a continuing lien and security interest in and to any property
at any time held by it for the benefit of the Fund or in which the
Fund may have an interest which is then in the Custodian's
possession or control or in possession or control of any third
party acting in the Custodian's behalf. The Fund authorizes the
Custodian, in its sole discretion, at any time to charge any
such overdraft or indebtedness together with interest due thereon
against any balance of account standing to the Fund's credit on
the Custodian's books. For purposes of this Section 1 of
Article XIII, "overdraft" shall mean a negative Available
Balance.
2. The Fund will cause to be delivered to the
Custodian by any bank (including, if the borrowing is pursuant to a
separate agreement, the Custodian) from which it borrows money for
investment or for temporary or emergency purposes using
Securities as collateral for such borrowings, a notice or undertaking in
the form currently employed by any such bank setting forth the
amount which such bank will loan to the Fund against delivery of a
stated amount of collateral. The Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each such
borrowing: (a) the name of the bank; (b) the amount and terms
of the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the
Fund, or other loan agreement; (c) the time and date, if known, on
which the loan is to be entered into; (d) the date on which the loan
becomes due and payable; (e) the total amount payable to the
Fund on the borrowing date; (f) the market value of Securities to be
delivered as collateral for such loan, including the name of the
issuer, the title and the number of shares or the principal
amount of any particular Securities; and (g) a statement specifying
whether such loan is for investment purposes or for temporary or
emergency purposes and that such loan is in conformance with the
Investment Company Act of 1940 and the Fund's prospectus. The
Custodian shall deliver on the borrowing date specified in a
Certificate the specified collateral and the executed promissory
note, if any, against delivery by the lending bank of the total
amount of the loan payable, provided that the same conforms to
the total amount payable as set forth in the Certificate. The
Custodian may, at the option of the lending bank, keep such
collateral in its possession, but such collateral shall be
subject to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver
such Securities as additional collateral as may be specified in
a Certificate to collateralize further any transaction described
in this paragraph. The Fund shall cause all Securities released
from collateral status to be returned directly to the Custodian, and
the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the
Custodian, the Custodian shall not be under any obligation to
deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
Articles of Incorporation and as disclosed in its most recent
and currently effective prospectus to lend its portfolio Securities,
within 24 hours after each loan of portfolio Securities the Fund
shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan: (a) the
name of the issuer and the title of the Securities; (b) the
number of shares or the principal amount loaned; (c) the date of loan
and delivery; (d) the total amount to be delivered to the Custodian
against the loan of the Securities, including the amount of cash
collateral and the premium, if any, separately identified; and
(e) the name of the broker, dealer or financial institution to which
the loan was made. The Custodian shall deliver the Securities
thus designated to the broker, dealer or financial institution
to which the loan was made upon receipt of the total amount
designated as to be delivered against the loan of Securities.
The Custodian may accept payment in connection with a delivery
otherwise than through the Book-Entry System or Depository only
in the form of a certified or bank cashier's check payable to the
order of the Fund or the Custodian drawn on New York Clearing
House funds and may deliver Securities in accordance with the
customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be
returned; (b) the number of shares or the principal amount to be returned;
(c) the date of termination; (d) the total amount to be
delivered by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said
Certificate); and (e) the name of the broker, dealer or
financial institution from which the Securities will be returned. The
Custodian shall receive all Securities returned from the broker,
dealer, or financial institution to which such Securities were
loaned and upon receipt thereof shall pay, out of the moneys
held for the account of the Fund, the total amount payable upon such
return of Securities as set forth in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or
damage, including counsel fees, resulting from its action or omission to
act or otherwise, either hereunder or under any Margin Account
Agreement, except for any such loss or damage arising out of its
own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder or under any
Margin Account Agreement, apply for and obtain the advice and opinion
of counsel to the Fund or of its own counsel, at the expense of the
Fund, and shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to the Fund for any loss
or damage resulting from the use of the Book-Entry System or any
Depository arising by reason of any negligence, misfeasance or
willful misconduct on the part of the Custodian or any of its
employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of
the purchase, sale or writing thereof, or the propriety of the
amount paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the
Fund's Shares, or the propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the
Custodian be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan
of portfolio Securities of the Fund is adequate collateral for the
Fund against any loss it might sustain as a result of such loan.
The Custodian specifically, but not by way of limitation, shall
not be under any duty or obligation periodically to check or
notify the Fund that the amount of such cash collateral held by
it for the Fund is sufficient collateral for the Fund, but such
duty or obligation shall be the sole responsibility of the Fund. In
addition, the Custodian shall be under no duty or obligation to
see that any broker, dealer or financial institution to which
portfolio Securities of the Fund are lent pursuant to Article
XIV of this Agreement makes payment to it of any dividends or
interest which are payable to or for the account of the Fund during the
period of such loan or at the termination of such loan,
provided, however, that the Custodian shall promptly notify the Fund in
the event that such dividends or interest are not paid and received
when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated
Security Account or Collateral Account in connection with transactions by
the Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer, futures commission
merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may
be entitled to receive from such broker, dealer, futures commission
merchant or Clearing Member, to see that any payment received by
the Custodian from any broker, dealer, futures commission
merchant or Clearing Member is the amount the Fund is entitled to
receive, or to notify the Fund of the Custodian's receipt or non-receipt
of any such payment; provided however that the Custodian, upon the
Fund's written request, shall, as Custodian, demand from any
broker, dealer, futures commission merchant or Clearing Member
identified by the Fund the payment of any variation margin
payment or similar payment that the Fund asserts it is entitled to
receive pursuant to the terms of a Margin Account Agreement or otherwise
from such broker, dealer, futures commission merchant or
Clearing Member.
3. The Custodian shall not be liable for, or
considered to be the Custodian of, any money, whether or not represented by
any check, draft or other instrument for the payment of money,
received by it on behalf of the Fund until the Custodian
actually receives and collects such money directly or by the final
crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and
shall not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in
the Depository which may mature or be redeemed, retired, called or
otherwise become payable. However, upon receipt of a
Certificate from the Fund of an overdue amount on Securities held in the
Depository, the Custodian shall make a claim against the
Depository on behalf of the Fund, except that the Custodian
shall not be under any obligation to appear in, prosecute or defend
any action, suit or proceeding in respect to any Securities held by
the Depository which in its opinion may involve it in expense or
liability, unless indemnity satisfactory to it against all
expense and liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent
of the Fund of any amount paid by the Custodian to the Transfer
Agent of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation,
unless and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any
such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian
or Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in a Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the
Fund's Board of Directors adopted in accordance with Rule 17f-5 under
the Investment Company Act of 1940, as amended.
8. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such
as properly may be held by the Fund under the provisions of its
Articles of Incorporation.
9. (a) The Custodian shall be entitled to receive
and the Fund agrees to pay to the Custodian all reasonable out-of-
pocket expenses and such compensation and fees as are specified
on Schedule A hereto. The Custodian shall not deem amounts payable
in respect of foreign custodial services to be out-of-pocket
expenses, it being the parties' intention that all fees for such
services shall be as set forth on Schedule B hereto and shall be
provided for the term of this Agreement without any automatic or
unilateral increase. The Custodian shall have the right to
unilaterally increase the figures on Schedule A on or after
March 1, 1993 and on or after each succeeding March 1 thereafter by an
amount equal to 50% of the increase in the Consumer Price Index
for the calendar year ending on the December 31 immediately
preceding the calendar year in which such March 1 occurs,
provided, however, that during each such annual period
commencing on a March 1, the aggregate increase during such period shall
not be in excess of 10%. Any increase by the Custodian shall be
specified in a written notice delivered to the Fund at least
thirty days prior to the effective date of the increase. The
Custodian may charge such compensation and any expenses incurred
by the Custodian in the performance of its duties pursuant to
such agreement against any money held by it for the account of the
Fund. The Custodian shall also be entitled to charge against
any money held by it for the account of the Fund the amount of any
loss, damage, liability or expense, including counsel fees, for
which it shall be entitled to reimbursement under the provisions
of this Agreement. The expenses which the Custodian may charge
against the account of the Fund include, but are not limited to,
the expenses of Sub-Custodians and foreign branches of the
Custodian incurred in settling outside of New York City
transactions involving the purchase and sale of Securities of
the Fund.
(b) The Fund shall receive a credit for each
calendar month against such compensation and fees of the
Custodian as may be payable by the Fund with respect to such calendar
month in an amount equal to the aggregate of its Earnings Credit for
such calendar month. In no event may any Earnings Credits be
carried forward to any fiscal year other than the fiscal year in
which it was earned, or, unless permitted by applicable law,
transferred to, or utilized by, any other person or entity,
provided that any such transferred Earnings Credit can be used
only to offset compensation and fees of the Custodian for
services rendered to such transferee and cannot be used to pay the
Custodian's out-of-pocket expenses. For purposes of this sub-
section (b), the Fund is permitted to transfer Earnings Credits
only to The Dreyfus Corporation, its affiliates and/or any
investment company now or in the future sponsored by The Dreyfus
Corporation or any of its affiliates or for which The Dreyfus
Corporation or any of its affiliates acts as the sole investment
adviser or as the principal distributor. For purposes of this
sub-section (b), a fiscal year shall mean the twelve-month
period commencing on the effective date of this Agreement and on each
anniversary thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by
the Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or XI hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written
Instructions in such manner so that such Certificate or facsimile thereof is
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business of the same day that such
Oral Instructions or Written Instructions are given to the Custodian.
The Fund agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the
validity of the transactions or enforceability of the
transactions hereby authorized by the Fund. The Fund agrees that the
Custodian shall incur no liability to the Fund in acting upon Oral
Instructions given to the Custodian hereunder concerning such
transactions, provided such instructions reasonably appear to
have been received from an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund
which are in the possession of the Custodian shall be the property of
the Fund. Such books and records shall be prepared and
maintained as required by the Investment Company Act of 1940, as amended,
and other applicable securities laws and rules and regulations. The
Fund, or the Fund's authorized representatives, shall have
access to such books and records during the Custodian's normal business
hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by the Custodian to the
Fund or the Fund's authorized representative at the Fund's
expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository,
or O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time
to time.
14. The Fund agrees to indemnify the Custodian
against and save the Custodian harmless from all liability, claims,
losses and demands whatsoever, including attorney's fees, howsoever
arising or incurred because of or in connection with the
Custodian's payment or non-payment of checks pursuant to
paragraph 6 of Article XII as part of any check redemption privilege
program of the Fund, except for any such liability, claim, loss and
demand arising out of the Custodian's own negligence or willful
misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for
payments to be made and received by the Custodian in accordance with the
customs prevailing from time to time among brokers or dealers in
such Securities.
16. The Custodian shall have no duties or responsi-
bilities whatsoever except such duties and responsibilities as
are specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the
Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (c)
and (d) herein, neither party may terminate this Agreement until
May 25, 1993. Any such termination may be effected only by the
terminating party giving to the other party a notice in writing
specifying the date of such termination, which shall be not less
than two hundred seventy (270) days after the date of giving of
such notice.
(b) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations under this Agreement and such breach has remained uncured for a
period of thirty days after the Custodian's receipt from the
Fund of written notice specifying such breach.
(c) Either party, immediately upon written
notice to the other party, may terminate this Agreement upon the Merger
or Bankruptcy of the other party.
(d) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations under the "Amendment to Transfer Agency Agreements" dated August
18, 1989 and has not cured such breach as promptly as
practicable and in any event within seven days of its receipt of written
notice of such breach, provided that the Custodian shall not be
permitted to cure any such material breach arising from the
willful misconduct of the Custodian.
In the event notice of termination is given by the
Fund, it shall be accompanied by a copy of a resolution of the
Directors of the Fund, certified by the Secretary or any Assistant
Secretary, electing to terminate this Agreement and designating
a successor custodian or custodians, each of which shall be a bank
or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. In the event notice of
termination is given by the Custodian, the Fund shall, on or
before the termination date, deliver to the Custodian a copy of
a resolution of its Directors, certified by the Secretary or any
Assistant Secretary, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the
Custodian may designate a successor custodian which shall be a
bank or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. Upon the date set forth
in such notice, this Agreement shall terminate and the Custodian
shall, upon receipt of a notice of acceptance by the successor
custodian, on that date deliver directly to the successor
custodian all Securities and moneys then owned by the Fund and
held by it as Custodian, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall
then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding
paragraph, the Fund shall, upon the date specified in the notice of
termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own
custodian, and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book-Entry System, in any
Depository or by a Clearing Member which cannot be delivered to
the Fund, to hold such Securities hereunder in accordance with
this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate
setting forth the names of the present Authorized Persons. The
Fund agrees to furnish to the Custodian a new Certificate in
similar form in the event that any such present Authorized
Person ceases to be an Authorized Person or in the event that other or
additional Authorized Persons are elected or appointed. Until
such new Certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement
upon Oral Instructions or signatures of the present Authorized
Persons as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate
signed by two of the present Officers of the Fund setting forth the
names of the present Officers of the Fund. The Fund agrees to furnish
to the Custodian a new Certificate in similar form in the event
any such present Officer ceases to be an Officer of the Fund, or
in the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the
provisions of this Agreement upon the signatures of the Officers as set
forth in the last delivered Certificate.
3. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at 110
Washington Street, 13th Floor, New York, New York 10286, or at
such other place as the Custodian may from time to time
designate in writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Fund, shall be sufficiently given if addressed to the Fund and mailed
or delivered to it at its offices at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or at such other place as the
Fund may from time to time designate in writing.
5. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both parties
with the same formality as this Agreement and approved by a
resolution of the Board of Directors of the Fund.
6. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of
the Fund, authorized or approved by a resolution of its Board of
Directors.
7. This Agreement shall be construed in accordance
with the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective Officers, thereunto
duly authorized, as of the day and year first above written.
DREYFUS BASIC MONEY
MARKET FUND, INC.
By:
Attest:
THE BANK OF NEW YORK
By:
Attest:
APPENDIX
A
DREYFUS BASIC MONEY MARKET FUND, INC.
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund officers, Paul Casti, Jr. Alan Eisner
James Meo, Jean Farley, Jeffrey Nachman Lawrence
Greene
Frank Greene and Joseph DiMartino Julian
Smerling
Phyllis Meiner Robert Dubuss Thomas
Durante
Joseph Connolly James Windels
Gregory Gruber Paul Molloy
Cash Account
1. Fees payable to The Bank of New York pursuant to
written agreement with the Fund for services rendered
in its capacity as Custodian or agent of the Fund, or
to The Shareholder Services Group, Inc. in its capacity
as Transfer Agent or agent of the Fund:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either
Group I or Group II, or both such Groups, except
that an officer of the Fund who also is listed in
Group II shall sign only once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or
Group II, including any one of the following:
Paul Casti, Jr., James Windels, Jeffrey Nachman
or
Alan Eisner, except that no individual shall be
authorized to sign more than once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Joseph DiMartino,
Robert Dubuss, Alan Eisner, Lawrence Greene,
Julian Smerling, Paul Casti, Jr., Paul Disdier,
James Meo, Jean Farley, Richard Wiener, Robert
Meiner, Paul Molloy, Elizabeth Etienne and
Michael
Werbowyj. DREYFUS BASIC MONEY MARKET FUND, INC.
CUSTODY AGREEMENT
APPENDIX B
The undersigned Officers of the Fund do hereby certify
that the following individuals, whose specimen signatures are on
file with The Bank of New York, have been duly elected or
appointed by the Fund's Board to the position set forth opposite
their names and have qualified therefor:
Name Position
Joseph S. DiMartino President and
Investment Officer
Patricia A. Cuddy Vice President and
Investment Officer
Mark N. Jacobs Vice President
Jeffrey N. Nachman Vice President and
Treasurer
Daniel C. Maclean Secretary
A. Thomas Smith III Assistant Secretary
Christine Pavalos Assistant Secretary
Paul R. Casti, Jr. Controller
Title: Title:
CUSTODY AGREEMENT
APPENDIX C
The following are designated publications for purposes
of paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
The New York Times
Standard & Poor's Called Bond Record
The Wall Street Journal
Schedule A
The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.
DREYFUS BASIC MONEY MARKET FUND, INC.
Domestic Custody Fees
Basic Fee:
1/100th of 1% per annum of the first $500,000,000 and
1/200th of 1% of the excess over $500,000,000 per
annum
of the total market value of domestic securities held.
Custodial Transactions:
$ 8.00 Per transaction for book-entry settlements
(excluding Euro Dollar CDs).
$ 20.00 Per transaction for all physical
settlements,
municipal sub-custodian settlements, writing
options (preparation of depository or escrow
receipts) and initial futures transactions.
$ 5.00 For futures variation margin maintenance.
$ 40.00 For Euro Dollar CDs (includes BNY's London
fees)
$200.00 For collection of interest on securities
held
in "street name."
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a letter
dated January 4, 1990 from Masao Yamaguchi of The Bank of New
York to Jeffrey Nachman of The Dreyfus Corporation.
The above foreign custody fees apply to the following
Global Custody Network countries:
1. Australia 12. Japan
2. Austria 13. Luxembourg
3. Belgium 14. Malaysia
4. Canada 15. Netherlands
5. Denmark 16. New Zealand
6. Finland 17. Norway
7. France 18. Singapore
8. Germany 19. Spain
9. Hong Kong 20. Sweden
10. Ireland 21. Switzerland
11. Italy 22. United Kingdom
THE BANK OF NEW YORK
21 West Street
New York, New York 10286
January 4,
1990
Mr. Jeffrey Nachman
Vice President
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Re: Global Custodian Fees
Dear Jeff:
This letter is to confirm our discussion regarding our
Global Custody fee schedule. The fees will be calculated on a
relationship basis with no annual minimum.
Safekeeping/Income Collection/Capital Changes/Tax
Reclamation/Daily Reporting/Monthly Summary
16 basis points per annum on the market value of
securities held for all of your funds in our sub-
custodian network, up to $250 MM.
15 basis points on the next $250 MM.
14 basis points on the next $250 MM.
12 basis points on the excess.
Securities Settlements
$35 per transaction - includes our processing and
the sub-custodians.
Out-of-Pocket Expense
Telex, swift, telephone, securities registration,
etc., are in addition to the above.
We can provide centralized foreign exchange
services.
Mr. Jeffrey Nachman
Vice President
The above fee schedule is applicable to the 22
countries listed on Attachment I. Please note that expansion
into other more emerging markets/countries is possible, but
would
be covered under a separate agreement.
If you are in agreement with this fee schedule, please
sign and return the enclosed copy of this letter.
Sincerely,
Masao Yamaguchi
Vice President
Approved by: ___________________ Dated: _________________
Jeffrey Nachman
Vice President
MY:to
cc: The Bank of New York
F. Ricciardi
Stroock & Stroock
D. Stephens
Dreyfus
S. Newman THE BANK OF NEW YORK
GLOBAL NETWORK PROGRAM
Supported by Citibank, N.A.
Attachment I
9. AUSTRALIA 12. JAPAN 10. AUSTRIA 13. LUXEMBOURG 11. BELGIUM 14.
MALAYSIA 12. CANADA 15. NETHERLANDS 13. DENMARK 16. NEW
LAND 21. SWITZERLAND 19. ITALY 22. UNITED KINGDOM
EHOLDER SERVICES PLAN
[TEXT]
DREYFUS BASIC MONEY MARKET FUND, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Fund") adopt a Shareholder Services Plan (the
"Plan") under which the Fund would reimburse the Fund's distributor,
Dreyfus Service Corporation (the "Distributor"), for certain allocated
expenses of providing personal service and/or maintaining shareholder
accounts. The Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the fee under
the Plan is intended to be a "service fee" as defined in Article III,
Section 26 (a "Service Fee"), of the NASD Rules of Fair Practice (the
"NASD Rules").
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such information as
it deemed necessary to an informed determination as to whether a written
plan should be implemented and has considered such pertinent factors as it
deemed necessary to form the basis for a decision to use Fund assets for
such purposes.
In voting to approve the implementation of such a plan, the
Board has concluded, in the exercise of its reasonable business judgment
and in light of applicable fiduciary duties, that there is a reasonable
likelihood that the plan set forth below will benefit the Fund and its
shareholders.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall reimburse the Distributor an amount not to
exceed an annual rate of .25 of 1% of the value of the Fund's average
daily net assets attributable to each class of the Fund's shares, for its
allocated expenses of providing personal service to shareholders of the
respective class and/or maintaining shareholder accounts; provided that,
at no time, shall the amount paid to the Distributor under this Plan,
together with amounts otherwise paid by the Fund as a Service Fee under
the NASD Rules, exceed the maximum amount then payable under the NASD
Rules as a Service Fee. The amount of such reimbursement shall be based
on an expense allocation methodology prepared by the Distributor annually
and approved by the Fund's Board or on any other basis from time to time
deemed reasonable by the Fund's Board.
2. For the purposes of determining the fees payable under this
Plan, the value of the net assets attributable to each class of Fund
shares shall be computed in the manner specified in the Fund's Articles of
Incorporation for the computation of the value of the Fund's net assets
attributable to such a class.
3. The Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. This Plan will become effective immediately upon approval
by a majority of the Board members, including a majority of the Board
members who are not "interested persons" (as defined in the Act) of the
Fund and have no direct or indirect financial interest in the operation of
this Plan or in any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the purpose of
voting on the approval of this Plan.
5. This Plan shall continue until April 20, 1994, unless
earlier terminated in accordance with its terms, and thereafter shall
continue automatically for successive annual periods, provided such
continuance is approved at least annually in the manner provided in
paragraph 4 hereof.
6. This Plan may be amended at any time by the Board, provided
that any material amendments of the terms of this Plan shall become
effective only upon approval as provided in paragraph 4 hereof.
7. This Plan is terminable without penalty at any time by vote
of a majority of the Board members who are not "interested persons" (as
defined in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements entered into
in connection with this Plan.
Dated: August 11, 1993
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated April 6, 1994, in this Registration Statement (Form N-1A
33-46490) of Dreyfus BASIC Money Market Fund, Inc.
ERNST & YOUNG
New York, New York
May 12, 1994
DREYFUS BASIC MONEY MARKET FUND, INC.
Value of Account 2/21/94 $ 1.000000000
+ Dividend on 2/22/94 $ 0.000092719
+ Dividend on 2/23/94 0.000093061
+ Dividend on 2/24/94 0.000092809
+ Dividend on 2/25/94 0.000092781
+ Dividend on 2/28/94 0.000276192 0.000647562
-------------
Value of Account 2/28/94 1.000647562
Less the value of account 2/21/94 (1.000000000)
-------------
Change in Account 0.000647562
Divided by value of account 2/21/94 1.000000000
-------------
Base Period Return 0.000647562
=============
Annualized Seven Day Yield ( 0.000647562 x 365 / 7) 3.38%
=============
Value of Account 2/21/94 $ 1.000000000
+ Dividend on 2/22/94 $ 0.000092719
+ Dividend on 2/23/94 0.000093061
+ Dividend on 2/24/94 0.000092809
+ Dividend on 2/25/94 0.000092781
+ Dividend on 2/28/94 0.000276192 0.000647562
-------------
Value of Account 2/28/94 1.000647562
Less the value of account 2/21/94 (1.000000000)
-------------
Change in Account 0.000647562
Divided by value of account 2/21/94 1.000000000
-------------
Base Period Return 0.000647562
=============
365/7
Annualized Effective Yield [( 0.000647562 +1) ]-1 3.43%
=============
POWER OF ATTORNEY
David W. Burke, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC Money Market Fund, Inc.
David W. Burke, Director
Dated: March 1, 1994
POWER OF ATTORNEY
Diane Dunst, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for her and in
her name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC Money Market Fund, Inc.
Diane Dunst, Director
Dated: March 1, 1994
POWER OF ATTORNEY
David P. Feldman, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC Money Market Fund, Inc.
David P. Feldman, Director
Dated: March 1, 1994
POWER OF ATTORNEY
Jay I. Meltzer, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC Money Market Fund, Inc.
Jay I. Meltzer, Director
Dated: March 1, 1994
POWER OF ATTORNEY
Daniel Rose, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC Money Market Fund, Inc.
Daniel Rose, Director
Dated: March 1, 1994
POWER OF ATTORNEY
Warren B. Rudman, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC Money Market Fund, Inc.
Warren B. Rudman, Director
Dated: March 1, 1994
POWER OF ATTORNEY
Sander Vanocur, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC Money Market Fund, Inc.
Sander Vanocur, Director
Dated: March 1, 1994
POWER OF ATTORNEY
Joseph S. DiMartino, whose signature appears below on this Amendment
to Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC Money Market Fund, Inc.
Joseph S. DiMartino, President and Investment Officer
Dated: May 4, 1994
POWER OF ATTORNEY
Paul R. Casti, Jr., whose signature appears below on this Amendment
to Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC Money Market Fund, Inc.
Paul R. Casti, Jr., Controller
Dated: May 4, 1994
POWER OF ATTORNEY
Jeffrey N. Nachman, whose signature appears below on this Amendment
to Registration Statement hereby constitutes and appoints Mark N. Jacobs,
Robert I. Frenkel and Steven F. Newman, and each of them, within full
power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement
(including post-effective amendments and amendments thereto), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dreyfus BASIC Money Market Fund, Inc.
Jeffrey N. Nachman, Vice President and Treasurer
Dated: May 4, 1994
DREYFUS BASIC MONEY MARKET FUND, INC.
Certificate of Secretary
The undersigned, Christine Pavalos, Assistant
Secretary
of Dreyfus BASIC Money Market Fund, Inc. (the "Fund"), hereby
certifies that set forth below is a copy of the resolution
adopted by the Fund's Board of Directors authorizing the signing
by Mark N. Jacobs, Robert I. Frenkel or A. Thomas Smith III on
behalf of the proper officers of the Fund pursuant to a power of
attorney.
RESOLVED, that the Registration Statement and
any and all amendments and supplements
thereto, may be signed by any one of Mark N.
Jacobs, Robert I. Frenkel and A. Thomas Smith
III, as the attorney-in-fact for the proper
officers of the Fund, with full power of
substitution and resubstitution; and that the
appointment of each of such persons as such
attorney-in-fact hereby is authorized and
approved; and that such attorneys-in-fact,
and each of them, shall have full power and
authority to do and perform each and every
act and thing requisite and necessary to be
done in connection with such Registration
Statement and any and all amendments and
supplements thereto, as fully to all intents
and purposes as the officer, for whom he or
she is acting as attorney-in-fact, might or
could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and
affixed the Seal of the Fund on April 30, 1992.
______________________________
Christine Pavalos
Assistant Secretary
