Dreyfus Institutional Short Term Treasury Fund
Investing for current income with
minimum fluctuation of principal
PROSPECTUS February 1, 1999
(reg.tm)
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete, nor
has it approved or disapproved these securities. It is a criminal offense to
state otherwise.
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The Fund
Dreyfus Institutional Short Term Treasury Fund
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Ticker Symbols INSTITUTIONAL SHARES: DRIAX
INVESTOR SHARES: DRIBX
Contents
The Fund -
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Goal/Approach INSIDE COVER
Main Risks 1
Past Performance 1
Expenses 2
Management 3
Financial Highlights 4
Your Investment -
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Account Policies 5
Distributions and Taxes 6
Services for Fund Investors 7
Instructions for Accounts 8
For More Information
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INFORMATION ON THE FUND'S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.
THE FUND IS DESIGNED FOR INSTITUTIONAL INVESTORS. FUND SHARES MAY NOT BE
PURCHASED DIRECTLY BY INDIVIDUALS, ALTHOUGH INSTITUTIONS MAY PURCHASE SHARES
FORACCOUNTS MAINTAINED BY INDIVIDUALS. SEE "ACCOUNT POLICIES" FOR MORE
INFORMATION.
GOAL/APPROACH
The fund seeks a high level of current income with minimum fluctuation of
principal. To pursue this goal, the fund purchases only U.S. Treasury
securities, and may enter into repurchase agreements collateralized by such
securities. To help minimize fluctuations of principal, the fund will limit the
remaining maturities of the Treasury securities it purchases to three years or
less and its repurchase agreements to those that mature the next business day;
the dollar-weighted average maturity of its portfolio is not expected to exceed
two years.
The fund is intended for investors who are seeking a high level of current
income from their investments. Because of potential fluctuations in the fund's
share price, the fund may be inappropriate for short-term investors who require
maximum stability of principal.
Concepts to understand
U.S. TREASURY SECURITIES: negotiable debt obligations of the U.S. government,
secured by its full faith and credit and issued at various interest rates and
maturities. The income from U.S. Treasury securities is exempt from state and
local, but not federal, taxes.
REPURCHASE AGREEMENT: agreement between a seller and the fund as buyer whereby
the seller agrees to repurchase a security at an agreed upon time and price.
Dividends and distributions attributable to interest from repurchase agreements
may be subject to state and local taxes.
AVERAGE WEIGHTED MATURITY: the length of time, in days or years, until the
securities held by the fund, on average, will mature, or be redeemed by the
issuer. The average maturity is weighted according to the dollar a mounts
invested by the fund in the various securities. In general, the longer a fund's
average weighted maturity, the more its share price will fluctuate in response
to changing interest rates.
INSIDE COVER
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MAIN RISKS
Prices of bonds tend to move inversely with changes in interest rates. While a
rise in rates may allow the fund to invest for higher yields, the most
immediateeffect is usually a drop in bond prices, and therefore in the fund's
share price. A security backed by the U.S. Treasury or the full faith and credit
of the United States is guaranteed only as to the timely payment of interest and
principal when held to maturity. Neither the market value of such securities
northe fund's share price is guaranteed. Although the fund seeks to maintain
minimum fluctuation of principal value, it is possible to lose money by
investing in the fund.
Other potential risks
Repurchase agreements involve the risk of a default or insolvency of the other
party to the agreement, including possible delays or restrictions upon the
fund's ability to dispose of the underlying securities.
The fund also may enter into reverse repurchase agreements that are subject to
interest costs which may not be recovered by appreciation of the securities
purchased.
The fund may lend its portfolio securities to brokers, dealers and other
financial institutions, which could subject the fund to risk of loss if the
institution breaches its agreement with the fund.
PAST PERFORMANCE
The two tables below show the fund's annual returns and its long-term
performance. The first table shows you how the performance of the fund's
Institutional shares has varied from year to year. The second table compares th
eperformance of each of the fund's share classes over time to that of the
MerrillLynch Governments, U.S. Treasury, Short-Term Index. Both tables assume
reinvestment of dividends and distributions. As with all mutual funds, the past
is not a prediction of the future.
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Year-by-year total return AS OF 12/31 EACH YEAR (%)
3.57 10.00 4.94 6.28 6.90
89 90 91 92 93 94 95 96 97 98
BEST QUARTER: Q2 '95 3.31%
WORST QUARTER: Q1 '94 0.25%
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Average annual total return AS OF 12/31/98
Inception
1 Year 5 Years (10/29/93)
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INSTITUTIONAL SHARES 6.90% 6.32% 6.18%
INVESTOR SHARES 6.63% 6.05% 6.02%
MERRILL LYNCH
GOVERNMENTS,
U.S. TREASURY,
SHORT-TERM INDEX 7.00% 5.98% 5.86%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 10/31/93 IS USED AS THE
BEGINNING VALUE ON 10/29/93.
What this fund is --and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives
toreach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
The Fund 1
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EXPENSES
Fund investors pay certain fees and expenses in connection with the fund, which
are described in the table below. Annual fund operating expenses are paid out
offund assets, so their effect is included in the fund's share price.
Fee table
Institutional Investor
shares shares
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ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees 0.20 0.20
12b-1 fee (distribution and service) NONE 0.25
Other expenses NONE NONE
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TOTAL 0.20 0.45
Expense example
Institutional Investor
shares shares
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1 Year $20 $46
3 Years $64 $144
5 Years $113 $252
10 Years $255 $567
This example shows what an investor could pay in expenses over time. It uses
the same hypothetical conditions other funds use in their prospectuses: $10,000
initial investment, 5% total return each year and no changes in expenses. The
figures shown would be the same whether the investors sold their shares at the
end of the period or kept them. Because actual returns and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund's
portfolio and assisting in all aspects of the fund's operations.
12B-1 FEE: a fee paid to Premier Mutual Fund Services, Inc., the fund's
distributor, for distributing Investor shares, and to Dreyfus and its
affiliatesfor advertising and marketing related to Investor shares and for
providing services related to the main tenance of shareholder accounts. Because
this fee ispaid out of the fund's assets on an ongoing basis, over time it will
increase the cost of your investment and may cost you more than paying other
types of sales charges.
OTHER EXPENSES: Dreyfus has agreed to pay certain expenses other than the
management fee and, with respect to Investor shares, 12b-1 fees. This
understanding is voluntary and may be terminated at any time upon at least 90
days' prior notice to investors.
2
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MANAGEMENT
The fund's investment adviser is The Dreyfus Corporation, 200 Park Avenue, New
York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's
leading mutual fund complexes, with more than $117 billion in over 160 mutual
fund portfolios. Dreyfus is the mutual fund business of Mellon Bank
Corporation,a broad-based financial services company with a bank at its core.
With more than$350 billion of assets under management and $1.7 trillion of
assets under administration and custody, Mellon provides a full range of
banking, investment and trust products and services to individuals, businesses
and institutions. Itsmutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.
Management philosophy
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, Dreyfus
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
Portfolio manager
The fund's primary portfolio manager is Gerald E. Thunelius. He has held that
position since June 1994 and has been employed by Dreyfus since May 1989.
Concepts to understand
YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which the fund invests may be
adversely affected by year 2000-related problems. This could have an impact on
the value of the fund's investments and its share price.
The Fund 3
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FINANCIAL HIGHLIGHTS
The following tables describe the performance of each share class for the fiscal
periods indicated. "Total return" shows how much your investment in the fund
would have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These figures have been
independently audited by Ernst & Young LLP, whose report, along with the fund's
financial statements, is included in the annual report.
<TABLE>
YEAR ENDED SEPTEMBER 30,
INSTITUTIONAL SHARES
1998 1997(1) 1996 1995 1994(2)
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<S> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 1.98 1.98 1.99 1.96 2.00
Investment operations: Investment income -- net .12 .12 .13 .13 .10
Net realized and unrealized gain (loss)
on investments .03 -- (.01) .03 (.04)
Total from investment operations .15 .12 .12 .16 .06
Distributions: Dividends from investment income -- net (.12) (.12) (.13) (.13) (.10)
Net asset value, end of period 2.01 1.98 1.98 1.99 1.96
Total return (%) 7.56 6.23 6.03 8.45 3.08(3)
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RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .20 .20 .20 .20 .20(3)
Ratio of net investment income to average net assets (%) 5.81 6.04 6.40 6.48 5.41(3)
Portfolio turnover rate (%) 756.50 952.81 694.24 1,926.32 4,125.54(4)
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Net assets, end of period ($ x 1,000) 65,163 118,102 170,290 160,748 90,421
(1) EFFECTIVE FEBRUARY 2, 1997, CLASS A SHARES WERE REDESIGNATED AS INSTITUTIONAL SHARES.
(2) FROM OCTOBER 29, 1993 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1994.
(3) ANNUALIZED.
(4) NOT ANNUALIZED.
</TABLE>
<TABLE>
YEAR ENDED SEPTEMBER 30,
INVESTOR SHARES 1998 1997(1) 1996 1995 1994(2)
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<S> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)
Net asset value, beginning of period 1.99 1.99 2.00 1.97 2.00
Investment operations: Investment income -- net .11 .12 .12 .13 .09
Net realized and unrealized gain (loss)
on investments .03 -- (.01) .03 (.03)
Total from investment operations .14 .12 .11 .16 .06
Distributions: Dividends from investment income -- net (.11) (.12) (.12) (.13) (.09)
Net asset value, end of period 2.02 1.99 1.99 2.00 1.97
Total return (%) 7.30 5.97 5.76 8.17 3.39(3)
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RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .45 .45 .45 .45 .45(3)
Ratio of net investment income to average net assets (%) 5.57 5.83 6.13 6.35 5.01(3)
Portfolio turnover rate (%) 6.50 952.81 694.24 1,926.32 4,125.54(4)
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Net assets, end of period ($ x 1,000) 10,296 35,296 24,490 5,964 23,147
(1) EFFECTIVE FEBRUARY 2, 1997, CLASS B SHARES WERE REDESIGNATED AS INVESTOR SHARES.
(2) FROM OCTOBER 29, 1993 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1994.
(3) ANNUALIZED.
(4) NOT ANNUALIZED.
</TABLE>
4
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Investor Account Information
ACCOUNT POLICIES
THE FUND OFFERS TWO CLASSES OF SHARES --Institutional shares and Investor
shares.
THE FUND IS DESIGNED for institutional investors, particularly banks, acting
forthemselves or in a fiduciary, advisory, agency, custodial or similar
capacity. Fund shares may not be purchased directly by individuals, although
institutions may purchase shares for accounts maintained by individuals.
Generally, each investor will be required to open a single master account with
the fund for all purposes. In certain case s, the fund may request investors to
maintain separate master accounts for shares held by the investor (i) for its
own account, for the account of other institutions and for accounts for which
the institution acts as a fiduciary, and (ii) for accounts for which the
investor acts in some other capacity. An institution may arrange with the fund's
transfer agent for sub-accounting services and will be charged directly for the
cost of such services.
INSTITUTIONAL SHARES AND INVESTOR SHARES are identical, except as to the
services offered to, and the expenses borne by, each class. Holders of Investor
shares, for example, will receive certain account mainte nance services pursuant
to a Service Plan adopted under Rule 12b-1 of the 1940 Act that are not
providedto holders of Institutional shares. Generally, these services will
include the provision of a consolidated statement and checkwriting privileges.
Under the Service Plan, the fund pays distribution and service fees at the
annual rate of 0.25% of the average daily net assets attributable to Investor
shares.
BUYING SHARES
FUND SHARES ARE SOLD AT NET ASSET VALUE per share ("NAV"), which generally is
calculated as of the close of trading on the New York Stock Exchange (usually
4:00 p.m. Eastern time) every day the exchange is open. Purchase orders will be
priced at the next NAV calculated after the order is accepted by the fund's
transfer agent or other authorized entity. The fund's investments are valued
generally by using available market quotations or at fair value which may be
determined by one or more pricing services approved by the fund's board.
INVESTORS WILL NEED TO CHOOSE a share class before making an initial investment.
All investments must be in U.S. dollars. Third-party checks cannot be accepted.
An investor may be charged a fee for any check that does not clear.
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Minimum investments
Initial Additional
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INSTITUTIONAL SHARES $10,000,000* NONE
INVESTOR SHARES $10,000,000* NONE
*The minimum initial investment is $10,000,000, unless: (a) the investor has
invested at least $10,000,000 in the aggregate among the fund and the Dreyfus
Cash Management Funds listed below; or (b) the investor has, in the opinion of
Dreyfus Institutional Services Division, adequate intent and availability of
assets to reach a future level of investment of $10,000,000 among the funds
identified below.
The Dreyfus Cash Management Funds include:
(pound) Dreyfus Cash Management
(pound) Dreyfus Cash Management Plus, Inc.
(pound) Dreyfus Government Cash Management
(pound) Dreyfus Government Prime Cash Management
(pound) Dreyfus New York Municipal Cash Management
(pound) Dreyfus Municipal Cash Management Plus
(pound) Dreyfus Tax Exempt Cash Management
(pound) Dreyfus Treasury Cash Management
(pound) Dreyfus Treasury Prime Cash Management
Investor Account Information 5
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ACCOUNT POLICIES (CONTINUED)
DISTRIBUTIONS AND TAXES
THE FUND GENERALLY PAYS ITS SHAREHOLDERS dividends from its net investment
income once a month, and distributes any net capital gains that it has realized
once a year. Distributions will be reinvested in fund shares unless the
investor instructs the fund otherwise. There are no fees or sales charges on
reinvestments.
EACH SHARE CLASS will generate a different dividend because eac
h has different expenses.
FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless the fund
shares are held in a tax-advantaged account). The tax status of any
distribution is the same regardless of how long an investor has been in the
fundand whether the investor reinvests distributions or takes them in cash. In
general, distributions are taxable as follows:
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Taxability of distributions
Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
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INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE
SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE
LONG-TERM
CAPITAL GAINS 10% 20%
Dividends attributable to interest from direct obligations of the United States
currently are not subject to state personal income tax. Dividends attributable
to interest from the entry into repurchase agreements may be subject to state
tax.
Because each investor's tax situation is unique, each investor should consult
his or her tax professional about federal, state and local tax consequences.
Selling shares
INVESTORS MAY SELL THEIR SHARES AT ANY TIME. An investor's shares will be
sold at the next NAV calculated after the investor's order is accepted by the
fund's transfer agent or other authorized entity. Any share certificates
representing fund shares being sold must be returned with the redemption
request. An investor's order will be processed promptly and the investor
generally will receive the proceeds within a week.
IF AN INVESTOR'S ORDER IS RECEIVED in proper form by Dreyfus Institutional
Services Division, or other entity authorized to receive orders on behalf of
the fund, by 4:00 p.m. Eastern time, the shares will receive the dividend
declared on that day, and the proceeds of the sale ordinarily will be
transmitted in federal funds on the next business day.
General policies
UNLESS THE INVESTOR declines telephone privileges, the investor may be
responsible for any fraudulent teleph one orders as long as Dreyfus takes
reasonable measures to verify the order.
THE FUND RESERVES THE RIGHT TO:
(pound) change or discontinue its exchange privilege,
or temporarily suspend the privilege during
unusual market conditions
(pound) change its minimum investment amounts
(pound) delay sending out redemption proceeds for up
to seven days (generally applies only in
cases of very large redemptions or during
unusual market conditions)
The fund also may make a "redemption in kind" --payment in portfolio se
curitiesrather than cash -- if the amount the investor is redeeming is large
enough to affect fund operations (for example, if it represents more than 1% of
the fund's assets).
Taxes on transactions
Except between tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred a ccounts are taxable when received.
The table above also may be a guide for potential tax liability when selling or
exchanging fund shares. "Short-term capital gains" applies to fund shares sold
up to 12 months after buy ing them. "Long-term capital gains" applies to shares
sold after 12 months.
6
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SERVICES FOR FUND INVESTORS
Exchange privilege
An investor may purchase, in exchange for Institutional shares or Investor
shares of the fund, shares of the same class of the Dreyfus Cash Management
Funds designated herein, which have different investment objectives that may be
of interest to investors. Be sure to read the current prospectus for any fund
into which you are exchanging before investing. Any new account established
through an exchange will have the same privileges as your original account (as
long as they are available). There is currently no fee for exchanges.
Dreyfus Auto-Exchange privilege
Dreyfus Auto-Exchange privilege enables an investor to invest regularly (on a
semi-monthly, quarterly or annual basis), in exchange for Institutional shares
or Investor shares of the fund, in shares of the same class of the Dreyfus
Cash Management Funds designated herein, if the investor is a shareholder in
such fund. There is currently no fee for this privilege.
Account statements
Every fund investor automatically receives regular account statements. Each
investor also will be sent a yearly statement detailing the tax characteristics
of any dividends and distributions the investor has received.
Investor Account Information 7
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INSTRUCTIONS FOR ACCOUNTS
TO OPEN AN ACCOUNT
By Telephone
WIRE Transmit your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA# 8900118458
* the fund name
* fund number:
Institutional shares: 721
Investor shares: 680
* the investor's tax ID or
Social Security number
* account registration
* dealer code (if applicable)
Attn: Lion System
Call us to obtain an account number.
Return a completed application.
Via Computer Facilities
Access Lion Remote System, input new account data and retrieve account number
for your records.
TO ADD TO AN ACCOUNT
WIRE Transmit your investment to The Bank of New York, with these instructions:
* ABA# 021000018
* DDA# 8900118458
* fund number:
Institutional shares: 721
Investor shares: 680
* the fund name
* account number
* account registration
* dealer code (if applicable)
Attn: Lion System
Via Computer Facilities
Access Lion Remote System.
Enter:
* account number
* fund number:
Institutional shares: 761
Investor shares: 680
* amount to buy
Print a report of transactions for your records.
TO SELL SHARES
WIRE Be sure the fund has your bank account information on file. Call us to
request your transaction. Proceeds will be wired to your bank.
Via Computer Facilities
Access Lion Remote System, confirm bank account information or select from
multiple wire instructions.
Enter: * account number
* fund number:
Institutional shares: 761
Investor shares: 680
* amount to sell
Print a report of transactions for your records.
To open an account, make subsequent investments or to sell shares, please
contact your Dreyfus Sales Representative or 1-800-346-3621. In New York, call
1-718-895-1650. Make checks payable to: THE DREYFUS FAMILY OF FUNDS
THE DREYFUS LION REMOTE SYSTEM provides institutional investment managers with
the ability to monitor, control and service their Dreyfus mutual fund accounts
through their personal computer. Investment managers use their modem with a
local access dial up network or use their Internet access with a digital
certificate for 128-bit encryption security.
PLEASE CALL A DREYFUS REPRESENTATIVE AT
1-800-221-1295
or access our Internet site at
WWW.LIONSALES.COM for more information.
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to
another.Wiring is the fastest way to move money, although your bank may charge a
fee to send or receive wire transfers.
8
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9
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FOR MORE INFORMATION
Dreyfus Institutional Short Term Treasury Fund -
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SEC file number: 811-7097
More information on this fund is available free upon request, including the
following:
Annual/Semiannual Report
Describes the fund's performance, lists portfolio holdings and contains a
letterfrom the fund's manager discussing recent market conditions, economic
trends and fund strategies that significantly affected the fund's performance
during the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about the fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information:
BY TELEPHONE
Call your financial representative or 1-800-554-4611
BY MAIL Write to:
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
ON THE INTERNET Text-only versions of fund documents can
be viewed online or downloaded from:
http://www.sec.gov
You can also obtain copies by visiting the SEC's Public
Reference Room in Washington, DC (phone 1-800-SEC-0330)
or by sending your request and a duplicating fee to the SEC's
Public Reference Section, Washington, DC 20549-6009.
(c) 1999, Dreyfus Service Corporation
721P0299
<PAGE>
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
INSTITUTIONAL SHARES AND INVESTOR SHARES
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 1, 1999
This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with the current
Prospectus of Dreyfus Institutional Short Term Treasury Fund (the "Fund"),
dated February 1, 1999, as it may be revised from time to time. To obtain a
copy of the Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or, in the case of institutional
investors, call one of the following numbers:
In New York City -- Call 1-718-895-1605
Outside New York State -- Call Toll Free 1-800-346-3621
Individuals or entities for whom institutions may purchase or
redeem Fund shares may write to the Fund at the above address or call toll
free 1-800-554-4611 to obtain a copy of the Fund's Prospectus.
The Fund's most recent Annual Report and Semi-Annual Report to
Shareholders are separate documents supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
report of independent auditors appearing in the Annual Report are
incorporated by reference into this Statement of Additional Information.
TABLE OF CONTENTS
Page
Description of the Fund B-2
Management of the Fund B-6
Management Arrangements B-11
How to Buy Shares B-14
Service Plan B-16
Shareholder Services Plan B-17
How to Redeem Shares B-18
Investor Services B-19
Determination of Net Asset Value B-21
Dividends, Distributions and Taxes B-21
Portfolio Transactions B-22
Performance Information B-23
Information About the Fund B-24
Counsel and Independent Auditors B-25
DESCRIPTION OF THE FUND
The Fund is a Massachusetts business trust that commenced
operations on October 29, 1993. The Fund is an open-end management
investment company, known as a mutual fund. The Fund is a diversified fund,
which means that, with respect to 75% of its total assets, the Fund will not
invest more than 5% of its assets in the securities of any single issuer.
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
Certain Portfolio Securities
The Fund may purchase the portfolio securities described below.
U.S. Treasury Securities. U.S. Treasury securities 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 greater than ten years.
Repurchase Agreements. In a repurchase agreement, the Fund buys,
and the seller agrees to repurchase, a security at a mutually agreed upon
time and price. The repurchase agreement thereby determines the yield
during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. The Fund
intends to enter into only repurchase agreements with maturities not
exceeding the next business day. Repurchase agreements could involve risks
in the event of a default or insolvency of the other party to the agreement,
including possible delays or restrictions upon the Fund's ability to dispose
of the underlying securities. The Fund may enter into repurchase agreements
with certain banks or non-bank dealers.
Investment Techniques
The following information supplements and should be read in
conjunction with the Fund's Prospectus.
Lending Portfolio Securities. The Fund may lend securities from
its portfolio to brokers, dealers and other financial institutions needing
to borrow securities to complete certain transactions. The Fund continues
to be entitled to payments in amounts equal to the interest or other
distributions payable on the loaned securities which affords the Fund an
opportunity to earn interest on the amount of the loan and on the loaned
securities' collateral. Loans of portfolio securities may not exceed 33-
1/3% of the value of the Fund's total assets, and the Fund will receive
collateral consisting of cash, U.S. Government securities or irrevocable
letters of credit which will be maintained at all times in an amount equal
to at least 100% of the current market value of the loaned securities. Such
loans are terminable by the Fund at any time upon specified notice. The
Fund might experience risk of loss if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement with the
Fund. In connection with its securities lending transactions, the Fund may
return to the borrower or a third party which is unaffiliated with the Fund,
and which is acting as a "placing broker," a part of the interest earned
from the investment of collateral received for securities loaned.
Borrowing Money. The Fund is permitted to borrow to the extent
permitted under the Investment Company Act of 1940, as amended (the "1940
Act"), which permits an investment company to borrow in an amount up to 33-
1/3% of the value of its total assets. The Fund currently intends to borrow
money 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 Fund's total assets, the Fund will not make any
additional investments. In addition, the Fund may borrow for investment
purposes on a secured basis through entering into reverse repurchase
agreements as described below.
Reverse Repurchase Agreements. The Fund may enter into reverse
repurchase agreements with banks, brokers or dealers. Reverse repurchase
agreements involve the transfer by the Fund of an underlying debt instrument
in return for cash proceeds based on a percentage of the value of the
security. The Fund retains the right to receive interest and principal
payments on the security. At an agreed upon future date, the Fund
repurchases the security at principal plus accrued interest. As a result of
these transactions, the Fund is exposed to greater potential fluctuations in
the value of its assets and its net asset value per share. These borrowings
will be subject to interest costs which may or may not be recovered by
appreciation of the securities purchased; in certain cases, interest costs
may exceed the return received on the securities purchased.
When-Issued Securities. U.S. Treasury securities purchased by the
Fund frequently are offered on a when-issued basis, which means that the
price is fixed at the time of commitment, but delivery and payment
ordinarily take place a number of days after the date of commitment to
purchase. The Fund will commit to purchase such securities only with the
intention of actually acquiring the securities, but the Fund may sell these
securities before the settlement date if it is deemed advisable. The Fund
will not accrue income in respect of a security purchased on a when-issued
basis prior to its stated delivery date.
Investment Restrictions
The Fund's investment objective is a fundamental policy, which
cannot be changed without approval by the holders of a majority (as defined
in the 1940 Act) of the Fund's outstanding voting shares. In addition, the
Fund has adopted investment restrictions numbered 1 through 8 as fundamental
policies. Investment restrictions numbered 9 through 12 are not fundamental
policies and may be changed by a vote of a majority of the Fund's Board
members at any time. The Fund may not:
1. Invest in commodities, except that the Fund may purchase and
sell options, forward contracts, futures contracts, including those relating
to indices, and options on futures contracts or indices.
2. Purchase, hold or deal in real estate, real estate limited
partnership interests, or oil, gas or other mineral leases or exploration or
development programs, but the Fund may purchase and sell securities that are
secured by real estate and may purchase and sell securities issued by
companies that invest or deal in real estate.
3. Borrow money, except to the extent permitted under the 1940
Act (which currently limits borrowing to no more than 33-1/3% of the value
of the Fund's total assets). For purposes of this investment restriction,
the entry into options, forward contracts, futures contracts, including
those relating to indices, and options on futures contracts or indices shall
not constitute borrowing.
4. Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements. However, the Fund may
lend its portfolio securities in an amount not to exceed 33-1/3% of the
value of its total assets. Any loans of portfolio securities will be made
according to guidelines established by the Securities and Exchange
Commission and the Fund's Board.
5. Act as an 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.
6. 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.
7. Issue any senior security (as such term is defined in Section
18(f) of the 1940 Act), except to the extent the activities permitted in
Investment Restrictions Nos. 1, 3 and 9 may be deemed to give rise to a
senior security.
8. Purchase securities on margin, but the Fund may make margin
deposits in connection with transactions in options, forward contracts,
futures contracts, including those related to indices, and options on
futures contracts or indices.
9. Pledge, mortgage or hypothecate 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 writing covered put and
call options and the purchase of securities on a when-issued or delayed-
delivery basis and collateral and initial or variation margin arrangements
with respect to options, forward contracts, futures contracts, including
those related to indices, and options on futures contracts or indices.
10. Purchase, sell or write puts, calls or combinations thereof.
11. Enter into repurchase agreements providing for settlement in
more than seven days after notice or purchase securities which are illiquid,
if, in the aggregate, more than 15% of the value of the Fund's net assets
would be so invested.
12. Purchase securities of other investment companies, except to
the extent permitted under the 1940 Act.
If a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a
change in values or assets will not constitute a violation of such
restriction.
MANAGEMENT OF THE FUND
The Fund's Board is responsible for the management and supervision
of the Fund. The Board approves all significant agreements between the Fund
and those companies that furnish services to the Fund. These companies are
as follows:
The Dreyfus Corporation Investment Adviser
Premier Mutual Fund Services, Inc. Distributor
Dreyfus Transfer, Inc. Transfer Agent
Mellon Bank, N.A. Custodian
Board members and officers of the Fund, together with information
as to their principal business occupations during at least the last five
years, are shown below.
Board Members of the Fund
JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He also is
a director of The Noel Group, Inc., a venture capital company (for
which, from February 1995 until November 1997, he was Chairman of the
Board), The Muscular Dystrophy Association, HealthPlan Services
Corporation, a provider of marketing, administrative and risk
management services to health and other benefit programs, Caryle
Industries, Inc. (formerly, Belding Heminway, Inc.), a button packager
and distributor, Career Blazers, Inc. (formerly, Staffing Resources,
Inc.), a temporary placement agency, and Century Business Services,
Inc. (formerly International Alliance Services, Inc.), a provider of
various outsourcing functions for small and medium sized companies.
For more than five years prior to January 1995, he was President, a
director and, until August 1994, Chief Operating Officer of the Manager
and Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager and, until August
24, 1994, the Fund's distributor. From August 1994 until December 31,
1994, he was a director of Mellon Bank Corporation. He is 55 years old
and his address is 200 Park Avenue, New York, New York 10166.
LUCY WILSON BENSON, Board Member. President of Benson and Associates,
consultants to business and government. Mrs. Benson is a director of
COMSAT and Logistics Management Institute. She is also a Trustee of
the Alfred P. Sloan Foundation, Vice Chairman of the Board of Trustees
of Lafayette College, Vice Chairman of the Citizens Network for Foreign
Affairs and of the Atlantic Council of the U.S. and a member of the
Council on Foreign Relations. From 1980 to 1994, Mrs. Benson was a
director of The Grumman Corporation and of the General RE Corporation
from 1990 to 1998. Mrs. Benson served as a consultant to the U.S.
Department of State and to SRI International from 1980 to 1981. From
1977 to 1980, she was Under Secretary of State of Security Assistance,
Science and Technology. She is 71 years old and her address is 46
Sunset Avenue, Amherst, Massachusetts 01002.
DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of
Governors, an independent board within the United States Information
Agency, since August 1995. From August 1994 to December 1994, Mr.
Burke was a Consultant to the Manager, and from October 1990 to August
1994, he was Vice President and Chief Administrative Officer of the
Manager. From 1977 to 1990, Mr. Burke was involved in the management
of national television news, as Vice President and Executive Vice
President of ABC News, and subsequently as President of CBS News. He
is 62 years old and his address is 197 Eighth Street, Charleston,
Massachusetts 02109.
MARTIN D. FIFE, Board Member. Chairman of the Board of Magar Inc., a
company specializing in financial products and developing early stage
companies. In addition, Mr. Fife is Chairman of the Board and Chief
Executive Officer of Skysat Communications Network Corporation, a
company developing telecommunications systems. Mr. Fife also serves on
the boards of various other companies. He is 71 years old and his
address is 405 Lexington Avenue, New York, New York 10174.
WHITNEY I. GERARD, Board Member. Partner of the New York City law firm of
Chadbourne & Parke. He is 64 years old and his address is 30
Rockefeller Plaza, New York, New York 10112.
ROBERT R. GLAUBER, Board Member. Research Fellow, Center for Business and
Government at the John F. Kennedy School of Government, Harvard
University, since January 1992. Mr. Glauber was Under Secretary of the
Treasury for Finance at the U.S. Treasury Department from May 1989 to
January 1992. For more than five years prior thereto, he was a
Professor of Finance at the Graduate School of Business Administration
of Harvard University and, from 1985 to 1989, Chairman of its Advanced
Management Program. He is chairman of The Measurisk Group, a risk
measurement advisory and software development firm, co-chairman of the
Investment Committee, Massachusetts State Retirement Fund, and is also
a director of The Dun & Bradstreet Corp, Exel Limited, a Bermuda based
insurance company, Cooke and Bieler, Inc., investment counselors,
National Association of Securities Dealers, Inc., NASD Regulation, Inc.
and the Federal Reserve Bank of Boston. He is 59 years old and his
address is 79 John F. Kennedy Street, Cambridge, Massachusetts 02138.
ARTHUR A. HARTMAN, Board Member. Senior consultant with APCO Associates
Inc. From 1981 to 1987, he was United States Ambassador to the former
Soviet Union. He sits on the Boards of Ford Meter Box Corporation and
Lawter International and is a member of the advisory councils of
several other companies, research institutes and foundations.
Ambassador Hartman is Chairman of First NIS Regional Fund (ING/Barings
Management). He is a former President of the Harvard Board of
Overseers. He is 72 years old and his address is 2738 McKinley Street,
N.W., Washington, D.C. 20015.
GEORGE L. PERRY, Board Member. An economist and Senior Fellow at the
Brookings Institution since 1969. He is co-director of the Brookings
panel on Economic Activity and editor of its journal, The Brookings
Papers. He is also a director of the State Farm Mutual Automobile
Association and State Farm Life Insurance Company and a Trustee of
Federal Realty Investment Trust. He is 65 years old and his address is
1775 Massachusetts Avenue, N.W., Washington, D.C. 20036.
PAUL D. WOLFOWITZ, Board Member. Dean of The Paul H. Nitze School of
Advanced International Studies at John Hopkins University. From 1989
to 1993, he was Under Secretary of Defense for Policy. From 1986 to
1989, he was the U.S. Ambassador to the Republic of Indonesia. From
1982 to 1986, he was Assistant Secretary of State for East Asian and
Pacific Affairs of the Department of State. He is a director of
Hasbro, Inc. He is 52 years old and his address is 1740 Massachusetts
Avenue, N.W., Washington, D.C. 20036.
For so long as the Fund's plan described in the sections "Service
Plan" and "Shareholder Services Plan" remain in effect, the Board members of
the Fund who are not "interested persons" of the Fund, as defined in the
1940 Act, will be selected and nominated by the Board members who are not
"interested persons" of the Fund.
The Fund typically pays its Board members an annual retainer and a
per meeting fee and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amount of
compensation paid by the Fund to each Board member for the fiscal year ended
September 30, 1998, and by all other funds in the Dreyfus Family of Funds
for which such person is a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation) for the year
ended December 31, 1998, were as follows:
Total Compensation
Aggregate From Fund and
Name of Board Compensation Fund Complex
Member From Fund* Paid to Board Member
Lucy Wilson Benson $2,250 $ 77,168 (17)
David W. Burke $2,250 $ 233,500 (49)
Joseph S. DiMartino $2,813 $ 619,660 (98)
Martin D. Fife $2,250 $ 56,000 (12)
Whitney I. Gerard $2,250 $ 60,250 (12)
Robert R. Glauber $2,000 $ 88,250 (20)
Arthur A. Hartman $2,250 $ 55,750 (12)
George L. Perry $2,250 $ 51,750 (12)
Paul D. Wolfowitz $2,250 $ 49,500 (11)
_____________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $667.18 for all Board members as a group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., and an officer of other investment companies
advised or administered by the Manager. She is 41 years old.
MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President
and General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by Dreyfus. From August
1996 to March 1998, she was Vice President and Assistant General
Counsel for Loomis, Sayles & Company, L.P. From January 1986 to July
1996, she was an associate with the law firm of Ropes & Gray. She is
38 years old.
MICHAEL S. PETRUCELLI, Vice President, Assistant Secretary and Assistant
Treasurer. Senior Vice President and Director of Strategic Client
Initiatives of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
December 1989 through November 1996, he was employed by GE Investment
Services where he held various financial, business development and
compliance positions. He also served as Treasurer of the GE Funds and
as a director of GE Investment Services. He is 37 years old.
STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant
Treasurer. Vice President and Client Development Manager of Funds
Distributor, Inc., and an officer of other investment companies advised
or administered by Dreyfus. From April 1997 to March 1998, she was
employed as a Relationship Manager with Citibank, N.A. From August
1995 to April 1997, she was an Assistant Vice President with Hudson
Valley Bank, and from September 1990 to August 1995, she was Second
Vice President with Chase Manhattan Bank. She is 30 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of
the Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
September 1989 to July 1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc. She is 34 years old.
GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice
President and Client Service Director of Funds Distributor, Inc., and
an officer of other investment companies advised or administered by the
Manager. From June 1995 to March 1998, he was Senior Vice President
and Senior Key Account Manager for Putnam Mutual Funds. From May 1994
to June 1995, he was Director of Business Development for First Data
Corporation. From September 1983 to May 1994, he was Senior Vice
President and Manager of Client Services and Director of Internal Audit
at The Boston Company, Inc. He is 43 years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 36 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
April 1993 to January 1995, he was a Senior Fund Accountant for
Investors Bank & Trust Company. He is 29 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of Funds Distributor,
Inc., and an officer of other investment companies advised or
administered by the Manager. From April 1994 to July 1996, he was
Assistant Counsel at Forum Financial Group. From October 1992 to March
1994, he was employed by Putnam Investments in legal and compliance
capacities. He is 34 years old.
KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From July 1994 to November 1995, she was a Fund Accountant
for Investors Bank & Trust Company. She is 26 years old.
ELBA VASQUEZ, Vice President and Assistant Secretary. Vice President of
Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From March 1990 to May 1996,
she was employed by U.S. Trust Company of New York., where she held
various sales and marketing positions. She is 37 years old.
The address of each officer of the Fund is 200 Park Avenue, New
York, New York 10166.
The Fund's Board members and officers, as a group, owned less than
1% of the Fund's outstanding shares on February 1, 1999.
The following persons are known by the Fund to hold of record 5%
or more of the Fund's outstanding shares on February 1, 1999:
Institutional Shares - General Invested Fund, City of Detroit, Finance
Department/Debt Management, 1210 City County Bldg., Detroit MI 48226 -
22.6665%; C.F. Management Industries Inc., 1 Salem Lake Dr., Long Grove IL
60047-8401 - 16.2881%; City of Detroit Sewage Disposal System Improvement &
Extension, Finance Department/Debt Management, 1210 City County Bldg.,
Detroit MI 48201 -9.1161%; Water Receiving Fund, City of Detroit, Finance
Dept/Debt Management, 1210 City County Bldg., Detroit MI 48226 - 5.8025%;
Roland & Company, Trust Securities Unit 17-1, PO Box 387, Saint Louis MO
63166-0387 - 5.2754;
Investor Shares - Capital Network Services, Attn. Donna Howell, 1 Bush St.,
STE. 11, San Francisco CA 94104-4425 - 35.0042%; Firmage Financial Group
Inc., Attn. Dough Holladay, 4731 South State Street, Salt Lake City UT 84107
- - 12.7857%; Ottawa & Co., Grand Bank Trust Dept., 126 Ottawa Ave. NW, Grand
Rapids MI 49503-2829 - 11.3701%; The Community Foundation for Greater
Atlanta/NC, Attn. Heidi Roy, The Hurt Building, Ste. 449, Atlanta GA 30303
- - 9.4432%; City of Naples, Attn. Anne Middleton, 735 8th St. S, Naples FL
34102-6703 -- 6.2858%.
MANAGEMENT ARRANGEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). Mellon is a publicly owned multibank holding
company incorporated under Pennsylvania law in 1971 and registered under the
Federal Bank Holding Company Act of 1956, as amended. Mellon provides a
comprehensive range of financial products and services in domestic and
selected international markets. Mellon is among the twenty-five largest
bank holding companies in the United States based on total assets.
The Manager provides management services pursuant to the
Management Agreement (the "Agreement") dated August 24, 1994 with the Fund,
which is subject to annual approval by (i) the Fund's Board or (ii) vote of
a majority (as defined in the 1940 Act) of the outstanding voting securities
of the Fund, provided that in either event the continuance also is approved
by a majority of the Board members who are not "interested persons" (as
defined in the 1940 Act) of the Fund or the Manager, by vote cast in person
at a meeting called for the purpose of voting on such approval. The
Agreement was approved by shareholders on August 4, 1994, and was last
approved by the 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 January 28, 1999. The Agreement is terminable without penalty, on
not more than 60 days' notice, by the Fund's Board or by vote of the holders
of a majority of the Fund's outstanding voting shares, or, upon not less
than 90 days' notice, by the Manager. The Agreement will terminate
automatically in the event of its assignment (as defined in the 1940 Act).
The following persons are officers and/or directors of the
Manager: W. Keith Smith, Chairman of the Board; Christopher M. Condron,
President, Chief Executive Officer, Chief Operating Officer and a director;
Stephen E. Canter, Vice Chairman, Chief Investment Officer and a director;
Lawrence S. Kash, Vice Chairman--Distribution and a director; J. David
Officer, Vice Chairman and a director; Ronald P. O'Hanley III, Vice
Chairman; William T. Sandalls, Jr., Executive Vice President; Mark N.
Jacobs, Vice President, General Counsel and Secretary; Patrice M. Kozlowski,
Vice President--Corporate Communications; Mary Beth Leibig, Vice President--
Human Resources; Andrew S. Wasser, Vice President--Information Systems;
Theodore A. Schachar, Vice President; Wendy Strutt, Vice President; Richard
Terres, Vice President; William H. Maresca, Controller; James Bitetto,
Assistant Secretary; Steven F. Newman, Assistant Secretary; and Mandell L.
Berman, Burton C. Borgelt, Frank V. Cahouet and Richard F. Syron, directors.
The Manager manages the Fund's portfolio of investments in
accordance with the stated policies of the Fund, subject to the approval of
the Fund's Board. The Manager is responsible for investment decisions and
provides the Fund with portfolio managers who are authorized by the Fund's
Board to execute purchases and sales of securities. The Fund's portfolio
managers are Michael Hoeh, Roger E. King, Kevin M. McClintock, C. Matthew
Olson and Gerald E. Thunelius. The Manager also maintains a research
department with a professional staff of portfolio managers and securities
analysts who provide research services for the Fund and for other funds
advised by the Manager.
The Manager maintains office facilities on behalf of the Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not
including the management fee paid by the Fund. The Distributor may use part
or all of such payments to pay Service Agents (as defined below) in respect
of these services. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
As compensation for the Manager's services, the Fund has agreed to
pay the Manager a monthly management fee at the annual rate of .20 of 1% of
the value of the Fund's average daily net assets. The management fees paid
to the Manager for the fiscal years ended September 30, 1996, 1997 and 1998
amounted to $468,699, $295,043 and $253,710, respectively.
Unless the Manager gives the Fund's investors at least 90 days'
notice to the contrary, the Manager, and not the Fund, will be liable for
Fund expenses (exclusive of taxes, brokerage, interest on borrowings,
commitment fees and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be borne by the Fund: (i) the management fee payable by
the Fund monthly at the annual rate of .20 of 1% of the Fund's average daily
net assets and (ii) as to Investor Shares only, payments made pursuant to
the Fund's Service Plan at the annual rate of .25 of 1% of the value of the
Fund's average daily net assets attributable to Investor Shares. See
"Service Plan."
In addition, the Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage fees, 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, the Fund may deduct from the payment to be made to the Manager under
the Agreement, or the Manager will bear, such excess expense. Such
deduction or payment, if any, will be estimated daily, and reconciled and
effected or paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
Distributor. Premier Mutual Fund Services, Inc. (the
"Distributor"), located at 60 State Street, Boston, Massachusetts 02109,
serves as the Fund's distributor on a best efforts basis pursuant to an
agreement which is renewable annually.
Transfer and Dividend Disbursing Agent and Custodian. Dreyfus
Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the
Manager, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's
transfer and dividend disbursing agent. Under a transfer agency agreement
with the Fund, the Transfer Agent arranges for the maintenance of
shareholder account records for the Fund, the handling of certain
communications between shareholders and the Fund and the payment of
dividends and distributions payable by the Fund. For these services, the
Transfer Agent receives a monthly fee computed on the basis of the number of
shareholder accounts it maintains for the Fund during the month, and is
reimbursed for certain out-of-pocket expenses.
Mellon Bank, N.A. (the "Custodian"), One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, is the Fund's custodian. Under a custody
agreement with the Fund, the Custodian holds the Fund's securities and keeps
all necessary accounts and records. For its custody services, the Custodian
receives a monthly fee based on the market value of the Fund's assets held
in custody and receives certain securities transactions charges.
HOW TO BUY SHARES
The Fund is designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Fund shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to
open a single master account with the Fund for all purposes. In certain
cases, the Fund may request investors to maintain separate master accounts
for shares held by the investor (i) for its own account, for the account of
other institutions and for accounts for which the institution acts as a
fiduciary, and (ii) for accounts for which the investor acts in some other
capacity. An institution may arrange with the Transfer Agent for sub-
accounting services and will be charged directly for the cost of such
services. Institutions purchasing Fund shares have agreed to transmit
copies of the Fund's Prospectus and all relevant Fund materials, including
proxy materials, to each individual or entity for whose account the shares
were purchased, to the extent required by law.
The minimum initial investment is $10,000,000, unless: (a) the
investor has invested at least $10,000,000 in the aggregate among the Fund,
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., 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;
or (b) the investor has, in the opinion of Dreyfus Institutional Services
Division, adequate intent and availability of funds to reach a future level
of investment of $10,000,000 among the funds identified above. There is no
minimum for subsequent purchases. The initial investment must be
accompanied by the Account Application. Share certificates are issued only
upon the investor's written request. No certificates are issued for
fractional shares. The Fund reserves the right to reject any purchase
order.
Management understands that some financial institutions,
securities dealers and other industry professionals (collectively, "Service
Agents") and other institutions may charge their clients fees in connection
with purchases for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Fund shares may be purchased by wire, by telephone or through
compatible computer facilities. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. For
instructions concerning purchases and to determine whether their computer
facilities are compatible with the Fund's, investors should call Dreyfus
Institutional Services Division at one of the telephone numbers listed on
the cover.
Fund shares 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 in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Transfer Agent or
other entity authorized to receive orders on behalf of the Fund. If an
investor does not remit Federal Funds, its payment must be converted into
Federal Funds. This usually occurs within one business day of receipt of a
bank wire and within two business days of receipt of a check drawn on a
member bank of the Federal Reserve System. Checks drawn on banks which are
not members of the Federal Reserve System may take considerably longer to
convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
The Fund's 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 that the New York Stock Exchange is open for
business. Net asset value per share of each Class is computed by dividing
the value of the Fund's net assets represented by such Class (i.e., the
value of its assets less liabilities) by the total number of shares of such
Class outstanding. The Fund's investments are valued each business day
generally by using available market quotations or at fair value which may be
determined by one or more pricing services approved by the Fund's Board.
Each pricing service's procedures are reviewed under the general supervision
of the Fund's Board. For further information regarding the methods employed
in valuing the Fund's investments, see "Determination of Net Asset Value."
SERVICE PLAN
(Investor Shares Only)
The Fund's Investor Shares are subject to a Service Plan adopted
pursuant to Rule 12b-1 under the 1940 Act. Under the Service Plan, the Fund
(a) reimburses the Distributor for distributing Investor Shares and (b) pays
the Manager, Dreyfus Service Corporation, and any affiliate of either of
them (collectively, "Dreyfus") for advertising and marketing Investor Shares
and for providing certain services relating to Investor Shares shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of such shareholder accounts ("Servicing"), at an aggregate
annual rate of .25% of the value of the Fund's average daily net assets
attributable to Investor Shares. Each of the Distributor and Dreyfus may
pay one or more Service Agents a fee in respect of the Fund's Investor
Shares owned by shareholders with whom the Service Agent has a Servicing
relationship or for whom the Service Agent is the dealer or holder of
record. Each of the Distributor and Dreyfus determines the amounts, if any,
to be paid to Service Agents under the Service Plan and the basis on which
such payments are made. Generally, Service Agents will provide holders of
Investor Shares a consolidated statement and checkwriting privileges. The
fee payable for Servicing is intended to be a "service fee" as defined under
Rule 2830 of the NASD Conduct Rules. The fees payable under the Service
Plan are payable without regard to actual expenses incurred.
A quarterly report of the amounts expended under the Service Plan,
and the purposes for which such expenditures were incurred, must be made to
the Board members for their review. In addition, the Service Plan provides
that it may not be amended to increase materially the costs which holders of
Investor Shares may bear pursuant to the Service Plan without the approval
of the holders of Investor Shares and that other material amendments of the
Service Plan must be approved by the Board, and by the Board members who are
not "interested persons" (as defined in the 1940 Act) of the Fund and have
no direct or indirect financial interest in the operation of the Service
Plan or in any agreements entered into in connection with the Service Plan,
by vote cast in person at a meeting called for the purpose of considering
such amendments. The Service Plan is subject to annual approval by such
vote of the Board members cast in person at a meeting called for the purpose
of voting on the Service Plan. The Service Plan was so approved by the
Board members at a meeting held on January 28, 1999. The Service Plan may
be terminated at any time by vote of a majority of the Board members who are
not "interested persons" and have no direct or indirect financial interest
in the operation of the Service Plan or in any agreements entered into in
connection with the Service Plan or by vote of the holders of a majority of
the Investor Shares.
For the fiscal year ended September 30, 1998, the Fund paid
$63,029 (none of which was paid for printing prospectuses) to the
Distributor, with respect to Investor Shares, pursuant to the Service Plan.
SHAREHOLDER SERVICES PLAN
(Institutional Shares Only)
The Fund's Institutional Shares are subject to a Shareholder
Services Plan pursuant to which the Fund reimburses Dreyfus Service
Corporation an amount not to exceed an annual rate of .25% of the value of
the Fund's average daily net assets attributable to Institutional Shares for
certain allocated expenses of providing personal services and/or maintaining
shareholder accounts. The services provided may include personal services
relating to Institutional Shares 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. The Manager, and not the Fund, reimburses Dreyfus Service
Corporation for any such allocated expenses with respect to Institutional
Shares pursuant to an undertaking in effect.
A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Fund's Board for its review. In addition, the
Shareholder Services Plan provides that material amendments of the Plan must
be approved by the Fund's Board and by the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Fund and have no
direct or indirect financial interest in the operation of the Shareholder
Services Plan, by vote cast in person at a meeting called for the purpose of
considering such amendments. The Shareholder Services Plan is subject to
annual approval by such vote of the Board members cast in person at a
meeting called for the purpose of voting on the Plan. The Shareholder
Services Plan was last so approved on January 28, 1999. The Shareholder
Services Plan is terminable at any time by vote of a majority of the Board
members who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Shareholder Services Plan.
For the fiscal year ended September 30, 1998, no fee was paid by
the Fund under the Shareholder Services Plan pursuant to an undertaking by
the Manager.
HOW TO REDEEM SHARES
Redemption by Wire or Telephone. By using this procedure, the
investor authorizes the Transfer Agent to act on wire, telephone or letter
redemption instructions from any person representing himself or herself to
be an authorized representative of the investor and reasonably believed by
the Transfer Agent to be genuine. Ordinarily, the Fund will initiate
payment for shares redeemed pursuant to this procedure on the next business
day after receipt if the Transfer Agent receives the redemption request in
proper form. Such payment will be made to a bank that is a member of the
Federal Reserve System.
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 transmission:
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.
Redemption Through Compatible Computer Facilities. The Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed on the cover to determine whether their computer facilities
are compatible and to receive instructions for redeeming shares in this
manner.
Redemption Commitment. The Fund has committed itself to pay in
cash all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission and is a fundamental policy of the Fund which may not be changed
without shareholder approval. In the case of requests for redemption in
excess of such amount, the Board reserves the right to make payments in
whole or in part in securities or other assets of the Fund in case of an
emergency or any time a cash distribution would impair the liquidity of the
Fund to the detriment of the existing shareholders. In such event, the
securities would be valued in the same manner as the Fund's portfolio is
valued. If the recipient sold such securities, brokerage charges might be
incurred.
Suspension of Redemptions. The right of redemption may be
suspended or the date of payment postponed (a) during any period when the
New York Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities and
Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.
INVESTOR SERVICES
Fund Exchanges. An investor may purchase, in exchange for
Institutional Shares or Investor Shares of the Fund, shares of the same
class of Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,
Dreyfus Government Cash Management, Dreyfus New York Municipal Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management, Dreyfus Treasury Cash Management, or Dreyfus Treasury Prime Cash
Management, which have different investment objectives that may be of
interest to investors.
Shares will be exchanged at the net asset value next determined
after receipt of an exchange request in proper form. By using the Telephone
Exchange Privilege, the investor authorizes the Transfer Agent to act on
exchange instructions from any person representing himself or herself to be
an authorized representative of 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 in certificate form are not eligible for telephone
exchange. No fees currently are charged investors directly in connection
with exchanges, although the Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal administrative fee in
accordance with rules promulgated by the Securities and Exchange Commission.
The Fund reserves the right to reject any exchange request in whole or in
part. The availability of Fund Exchanges may be modified or terminated at
any time upon notice to investors.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
enables an investor to invest regularly (on a semi-monthly, quarterly or
annual basis), in exchange for Institutional Shares or Investor Shares of
the Fund, in shares of the same class of Dreyfus Cash Management, Dreyfus
Cash Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus New
York Municipal Cash Management, Dreyfus Municipal Cash Management Plus,
Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash Management, or
Dreyfus Treasury Prime Cash Management, if the investor is a shareholder in
such fund. This Privilege is available only for existing accounts. Shares
will be exchanged on the basis of relative net asset value. Enrollment in
or modification or cancellation of this Privilege is effective three
business days following notification by the investor. An investor will be
notified if its account falls below the amount designated to be exchanged
under this Privilege. In this case, an investor's account will fall to zero
unless additional investments are made in excess of the designated amount
prior to the next Auto-Exchange transaction. Shares issued in certificate
form are not eligible for Auto-Exchange. The right to exercise this
Privilege may be modified or canceled by the Fund or the Transfer Agent.
The Fund may charge a service fee for the use of this Privilege. No such
fee currently is contemplated.
DETERMINATION OF NET ASSET VALUE
Valuation of Portfolio Securities. The Fund's investments are
valued each business day using available market quotations or at fair value
as determined by one or more independent pricing services (collectively, the
"Service") approved by the Board. The Service may use available market
quotations, employ electronic data processing techniques and/or a matrix
system to determine valuations. The Service's procedures are reviewed by
the Fund's officers under the general supervision of the Board. Expenses
and fees, including the management fee, accrue daily and are taken into
account for the purpose of determining the net asset value of the relevant
Class of Fund shares.
New York Stock Exchange Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's Day,
Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Management believes that the Fund has qualified for the fiscal
year ended September 30, 1998 as a "regulated investment company" under the
Code. The Fund intends to continue to so qualify if such qualification is
in the best interests of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. If the
Fund did not qualify as a regulated investment company, it would be treated
for tax purposes as an ordinary corporation subject to Federal income tax.
If an investor elect to receive dividends and distributions in
cash, and the dividend or distribution check is returned to the Fund as
undeliverable or remains uncashed for six months, the Fund reserves the
right to reinvest such dividends or distributions and all future dividends
and distributions payable to such investor in additional Fund shares at net
asset value. No interest will accrue on amounts represented by uncashed
distribution or redemption checks.
Any dividend or distribution paid shortly after an investor's
purchase may have the effect of reducing the aggregate net asset value of
his shares below the cost of his investment. Such a distribution would be a
return on investment in an economic sense although taxable as stated above.
In addition, the Code provides that if a shareholder holds shares of the
Fund for six months or less and has received a capital gain distribution
with respect to such shares, any loss incurred on the sale of such shares
will be treated as a long-term capital loss to the extent of the capital
gain distribution received.
Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss. However, all or a portion of any
gains realized from the sale or other disposition of certain market discount
bonds will be treated as ordinary income under Section 1276 of the Code.
Investment by the Fund in securities issued at a discount or
providing for deferred interest or for payment of interest in the form of
additional obligations could, under special tax rules, affect the amount,
timing and character of distributions to shareholders. For example, the
Fund could be required to take into account annually a portion of the
discount (or deemed discount) at which such securities were issued and to
distribute such portion in order to maintain its qualification as a
regulated investment company. In such case, the Fund may have to dispose of
securities which it might otherwise have continued to hold in order to
generate cash to satisfy these distribution requirements.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the
issuer or from an underwriter or a market maker for the securities. Usually
no brokerage commissions are paid by the Fund for such purchases. Purchases
from underwriters of portfolio securities include a concession paid by the
issuer to the underwriter, and the purchase price paid to, and sale price
received from, market makers for the securities may reflect the spread
between the bid and asked price. No brokerage commissions have been paid by
the Fund to date.
Transactions are allocated to various dealers by the Fund's
portfolio managers in their best judgment. The primary consideration is
prompt and effective execution of orders at the most favorable price.
Subject to that primary consideration, dealers may be selected for research,
statistical or other services to enable the Manager to supplement its own
research and analysis with the views and information of other securities
firms and may be selected based upon their sales of shares of the Fund or
other funds advised by the Manager or its affiliates.
Research services furnished by brokers through which the Fund
effects securities transactions may be used by the Manager in advising other
funds it advises and, conversely, research services furnished to the Manager
by brokers in connection with other funds the Manager advises may be used by
the Manager in advising the Fund. Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the expenses of its
research department.
PERFORMANCE INFORMATION
For the thirty-day period ended September 30, 1998, the Fund's
current yield was 4.68% for Institutional Shares and 4.44% for Investor
Shares. Current yield is computed pursuant to a formula which operates as
follows: The amount of the Fund's expenses accrued for the 30-day period
(net of reimbursements) is subtracted from the amount of the dividends and
interest earned (computed in accordance with regulatory requirements) by the
Fund during the period. That result is then divided by the product of: (a)
the average daily number of shares outstanding during the period that were
entitled to receive dividends, and (b) the net asset value per share on the
last day of the period less any undistributed earned income per share
reasonably expected to be declared as a dividend shortly thereafter. The
quotient is then added to 1, and that sum is raised to the 6th power, after
which 1 is subtracted. The current yield is then arrived at by multiplying
the result by 2.
For the 1 year period ended September 30, 1998, the Fund's average
annual total return for Institutional Shares was 7.56%, and for Investor
Shares was 7.30%. For the 4.93 year period ended September 30, 1998 (from
inception), the Fund's average annual total return for Institutional Shares
was 6.31%, and for Investor Shares was 6.15%. Average annual total return
is calculated by determining the ending redeemable value of an investment
purchased with a hypothetical $1,000 payment made at the beginning of the
period (assuming the reinvestment of dividends and distributions), dividing
by the amount of the initial investment, taking the "n"th root of the
quotient (where "n" is the number of years in the period) and subtracting 1
from the result.
The Fund's total return for the period October 29, 1993
(commencement of operations) through September 30, 1998, was 35.12% for
Institutional Shares and 34.14% for Investor Shares. Total return is
calculated by subtracting the amount of the net asset value per share at the
beginning of a stated period from the net asset value per share at the end
of the period (after giving effect to the reinvestment of dividends and
distributions during the period), and dividing the result by the net asset
value per share at the beginning of the period.
Comparative performance information may be used from time to time
in advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Morningstar, Inc., Bank Rate MonitorT, N. Palm
Beach, Fla. 33408, IBC's Money Fund ReportT, Bond Buyer's 20-Bond Index,
Moody's Bond Survey Bond Index, Salomon Smith Barney Broad Investment Grade
Index and other industry publications. From time to time, advertising
materials for the Fund may refer to or discuss then-current or past economic
conditions, developments and/or events, actual or proposed tax legislation,
or to statistical or other information concerning trends relating to
investment companies, as compiled by industry associations such as the
Investment Company Institute. Advertising materials for the Fund also may
refer to Morningstar ratings and related analyses supporting such ratings.
From time to time, advertising material for the Fund may include
biographical information relating to its portfolio manager and may refer to,
or include commentary by the portfolio manager relating to investment
strategy, asset growth, current or past business, political, economic or
financial conditions and other matters of general interest to investors.
INFORMATION ABOUT THE FUND
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 have no preemptive, subscription or conversion rights and are
freely transferable.
The Fund is organized as an unincorporated business trust under
the laws of the Commonwealth of Massachusetts. Under Massachusetts law,
shareholders could, under certain circumstances, be held personally liable
for the obligations of the Fund. However, the Fund's Agreement and
Declaration of Trust (the "Trust Agreement") disclaims shareholder liability
for acts or obligations of the Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into
or executed by the Fund or a Trustee. The Trust Agreement provides for
indemnification from the Fund's property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus,
the risk of a shareholder's incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund itself
would be unable to meet its obligations, a possibility which management
believes is remote. Upon payment of any liability incurred by the Fund, the
shareholder paying such liability will be entitled to reimbursement from the
general assets of the Fund. The Fund intends to conduct its operations in
such a way so as to avoid, as far as possible, ultimate liability of the
shareholders for liabilities of the Fund.
Meetings of shareholders will not be held for the purpose of
electing Board members unless and until such time as less than a majority of
the Board members holding office have been elected by shareholders, at which
time the Board members then in office will call a shareholders' meeting for
the election of Board members. Under the 1940 Act, shareholders of record
of not less than two-thirds of the outstanding shares of the Fund may remove
a Board member through a declaration in writing or by vote cast in person or
by proxy at a meeting called for that purpose. 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 the Fund's
outstanding shares.
The Fund sends annual and semi-annual financial statements to all
its shareholders.
COUNSEL AND INDEPENDENT AUDITORS
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Fund, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the
shares being sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as independent auditors of the
Fund.
