File Nos. 811-07097
33-50379
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. 7 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 7 [X]
(Check appropriate box or boxes.)
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
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X on February 1, 2000 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485
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If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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Dreyfus Institutional Short Term Treasury Fund
Investing for current income with minimum fluctuation of principal
PROSPECTUS February 1, 2000
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
<PAGE>
The Fund
Dreyfus Institutional Short Term Treasury Fund
---------------------------------------------
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 FOR
ACCOUNTS 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 amounts
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.
<PAGE>
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 immediate
effect 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 nor
the 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 tables below show some of the risks of investing in the fund. The first
table shows the changes in the performance of the fund's Institutional shares
from year to year. The second table compares the performance of each of the
fund's share classes over time to that of the Merrill Lynch Governments, U.S.
Treasury, Short-Term Index, an unmanaged performance benchmark for Treasury
securities with maturities of 1-3 years and par amounts outstanding of $1
billion or more. Both tables assume reinvestment of dividends and distributions.
Of course, past performance is no guarantee of future results.
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Year-by-year total return AS OF 12/31 EACH YEAR (%)
INSTITUTIONAL SHARES
3.57 10.00 4.94 6.28 6.90 2.88
90 91 92 93 94 95 96 97 98 99
BEST QUARTER: Q2 '95 +3.31%
WORST QUARTER: Q1 '94 +0.25%
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average annual total return AS OF 12/31/99
Since
inception
1 Year 5 Years (10/29/93)
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INSTITUTIONAL SHARES 2.88% 6.17% 5.64%
INVESTOR SHARES 2.64% 6.02% 5.46%
MERRILL LYNCH
GOVERNMENTS,
U.S. TREASURY,
SHORT-TERM INDEX 3.06% 6.50% 5.41%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 10/31/93 IS USED AS THE
BEGINNING VALUE ON 10/29/93.
</TABLE>
What this fund is -- and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
The Fund 1
<PAGE 1>
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 of
fund 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
Rule 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 Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.
RULE 12B-1 FEE: a fee paid to the fund's distributor for distributing Investor
shares, and to Dreyfus and its affiliates for advertising and marketing related
to Investor shares and for providing services related to the maintenance of
shareholder accounts. Because this fee is paid 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, Rule 12b-1 fees. This
understanding is voluntary and may be terminated at any time upon at least 90
days' prior notice to investors (but Dreyfus has committed not to do so at least
through September 30, 2000).
2
<PAGE 2>
MANAGEMENT
The fund's investment adviser is The Dreyfus Corporation, 200 Park Avenue, New
York, New York 10166. Founded in 1947, Dreyfus manages more than $120 billion in
over 160 mutual fund portfolios. Dreyfus is the primary mutual fund business of
Mellon Financial Corporation, a global financial services company with
approximately $2.5 trillion of assets under management, administration or
custody, including approximately $450 billion under management. Mellon provides
wealth management, global investment services and a comprehensive array of
banking services for individuals, businesses and institutions. Mellon is
headquartered in Pittsburgh, Pennsylvania.
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, Dreyfus
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
The fund'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.
Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy's preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.
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 has taken steps designed to avoid year 2000-related problems in its
systems and to monitor the readiness of other service providers. 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
<PAGE 3>
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>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30,
INSTITUTIONAL SHARES 1999 1998 1997(1) 1996 1995
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PER-SHARE DATA ($)
Net asset value, beginning of period 2.01 1.98 1.98 1.99 1.96
Investment operations: Investment income -- net .11 .12 .12 .13 .13
Net realized and unrealized gain (loss)
on investments (.05) .03 -- (.01) .03
Total from investment operations .06 .15 .12 .12 .16
Distributions: Dividends from investment income -- net (.11) (.12) (.12) (.13) (.13)
Net asset value, end of period 1.96 2.01 1.98 1.98 1.99
Total return (%) 2.92 7.56 6.23 6.03 8.45
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RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .20 .20 .20 .20 .20
Ratio of net investment income to average net assets (%) 5.39 5.81 6.04 6.40 6.48
Portfolio turnover rate (%) 823.06 756.50 952.81 694.24 1,926.32
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Net assets, end of period ($ x 1,000) 31,860 65,163 118,102 170,290 160,748
(1) EFFECTIVE FEBRUARY 2, 1997, CLASS A SHARES WERE REDESIGNATED AS INSTITUTIONAL SHARES.
YEAR ENDED SEPTEMBER 30,
INVESTOR SHARES 1999 1998 1997(1) 1996 1995
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PER-SHARE DATA ($)
Net asset value, beginning of period 2.02 1.99 1.99 2.00 1.97
Investment operations: Investment income -- net .10 .11 .12 .12 .13
Net realized and unrealized gain (loss)
on investments (.05) .03 -- (.01) .03
Total from investment operations .05 .14 .12 .11 .16
Distributions: Dividends from investment income -- net (.10) (.11) (.12) (.12) (.13)
Net asset value, end of period 1.97 2.02 1.99 1.99 2.00
Total return (%) 2.68 7.30 5.97 5.76 8.17
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RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .45 .45 .45 .45 .45
Ratio of net investment income to average net assets (%) 5.16 5.57 5.83 6.13 6.35
Portfolio turnover rate (%) 823.06 756.50 952.81 694.24 1,926.32
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Net assets, end of period ($ x 1,000) 14,643 10,296 35,296 24,490 5,964
(1) EFFECTIVE FEBRUARY 2, 1997, CLASS B SHARES WERE REDESIGNATED AS INVESTOR SHARES.
</TABLE>
4
<PAGE 4>
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 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 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 maintenance services pursuant
to a Service Plan adopted under Rule 12b-1 of the 1940 Act that are not provided
to 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:
* Dreyfus Cash Management
* Dreyfus Cash Management Plus, Inc.
* Dreyfus Government Cash Management
* Dreyfus Government Prime Cash Management
* Dreyfus New York Municipal Cash Management
* Dreyfus Municipal Cash Management Plus
* Dreyfus Tax Exempt Cash Management
* Dreyfus Treasury Cash Management
* Dreyfus Treasury Prime Cash Management
Investor Account Information 5
<PAGE 5>
ACCOUNT POLICIES (CONTINUED)
Selling shares
INVESTORS MAY SELL (REDEEM) 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 authorized entity, 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 telephone orders as long as Dreyfus takes
reasonable measures to verify the order.
THE FUND RESERVES THE RIGHT TO:
* change or discontinue its exchange privilege, or temporarily suspend the
privilege during unusual market conditions
* change its minimum investment amounts
* 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 securities
rather 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).
DISTRIBUTIONS AND TAXES
THE FUND GENERALLY PAYS ITS SHAREHOLDERS dividends from its net investment
income once a month, and distributes any net capital gains 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 each has different
expenses.
FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless the fund
shares are held in a tax-deferred account). The tax status of any distribution
is the same regardless of how long an investor has been in the fund and whether
the investor reinvests distributions or takes them in cash. In general,
distributions are federally 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.
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 accounts 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
or exchanged up to 12 months after buying them. "Long-term capital gains"
applies to shares sold or exchanged after 12 months.
6
<PAGE 6>
SERVICES FOR FUND INVESTORS
Exchange privilege
INVESTORS 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. Investors should read the current prospectus for any fund
into which they are exchanging before investing. Any new account established
through an exchange will have the same privileges as the 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
<PAGE 7>
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.
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, input new account data and retrieve account number
for your records.
Access Lion Remote System.
Enter:
* account number
* fund number:
Institutional shares: 721
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.
Access Lion Remote System, confirm bank
account information or select from
multiple wire instructions. Enter:
* account number
* fund number:
Institutional shares: 721
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
<PAGE 8>
[This page intentionally left blank.]
<PAGE>
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 letter
from the fund's manager discussing recent market conditions, economic trends
and fund strategies that significantly affected the fund's performance during
the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about 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) 2000 Dreyfus Service Corporation
721P0200
<PAGE>
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DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
INSTITUTIONAL SHARES AND INVESTOR SHARES
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 1, 2000
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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,
2000, 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-5
Management Arrangements................................................ B-10
How to Buy Shares...................................................... B-13
Service Plan........................................................... B-14
Shareholder Services Plan.............................................. B-15
How to Redeem Shares................................................... B-16
Investor Services...................................................... B-17
Determination of Net Asset Value....................................... B-18
Dividends, Distributions and Taxes..................................... B-18
Portfolio Transactions................................................. B-19
Performance Information................................................ B-20
Information About the Fund............................................. B-21
Counsel and Independent Auditors....................................... B-22
<PAGE>
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 such 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 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 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 Financial Corporation. He is 56 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 from 1990 to 1998, she was a director of General RE
Corporation. 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 72 years old and her address is 46 Sunset Avenue,
Amherst, Massachusetts 01002.
DAVID W. BURKE, Board Member. Board member of various funds in the Dreyfus
Family of Funds. Chairman of the Broadcasting Board of Governors, an
independent board within the United States Information Agency, from August
1994 to November 1998. 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 63 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 72 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 65 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 60
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 73 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 66 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 54 years old
and his address is 1740 Massachusetts Avenue, N.W., Washington, D.C. 20036.
The Fund has a standing nominating committee comprised of its Board
members who are not "interested persons" of the Fund, as defined in the 1940
Act. The function of the nominating committee is to select and nominate all
candidates who are not "interested persons" of the Fund for election to the
Fund's Board.
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
to each Board member by the Fund for the fiscal year ended September 30, 1999,
and by all funds in the Dreyfus Family of Funds for which such person is a Board
member (the number of which is set forth in parenthesis next to each Board
member's total compensation*) for the year ended December 31, 1999, were as
follows:
Total Compensation
Aggregate From Fund and
Name of Board Compensation Fund Complex
Member From Fund** Paid to Board Member
- ------------------- ------------- --------------------
Joseph S. DiMartino $2,813 $ 642,177 (189)
Lucy Wilson Benson $2,250 $ 76,500 (29)
David W. Burke $2,250 $ 228,500 (62)
Martin D. Fife $2,250 $ 59,500 (15)
Whitney I. Gerard $2,250 $ 59,500 (15)
Robert R. Glauber $2,250 $ 94,250 (41)
Arthur A. Hartman $2,250 $ 59,500 (15)
George L. Perry $2,000 $ 59,500 (15)
Paul D. Wolfowitz $2,250 $ 52,500 (14)
- ---------------------
* Represents the number of separate portfolios comprising the investment
companies in the Fund Complex, including the Fund, for which the Board member
serves.
** Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $759.62 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 42 years old.
MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President and
General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From August
1996 to March 1998, she was Vice President and Assistant General Counsel
for Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she was
an associate with the law firm of Ropes & Gray. She is 40 years old.
*FREDERICK C. DEY, Vice President, Assistant Treasurer and Assistant Secretary.
Vice President, New Business Development of Funds Distributor, Inc. since
September 1994, and an officer of other investment companies advised or
administered by the Manager. He is 38 years old.
STEPHANIE D. PIERCE, Vice President, Assistant Secretary 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 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 31 years old.
*JOHN P. COVINO, Vice President and Assistant Treasurer. Vice President and
Treasury Group Manager of Treasury Servicing and Administration of Funds
Distributor, Inc. since December 1998, and an officer of other investment
companies advised or administered by the Manager. From December 1995 to
November 1998, he was employed by Fidelity Investments where he held
multiple positions in their Institutional Brokerage Group. Prior to joining
Fidelity, he was employed by SunGard Brokerage Systems where he was
responsible for the technology and development of the accounting product
group. He is 36 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. She is 35 years old.
*GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice President
and Client Service Director of Funds Distributor, Inc., and an officer of
other investment companies advised or administered by the Manager. From
June 1995 to March 1998, he was Senior Vice President and Senior Key
Account Manager for Putnam Mutual Funds. From May 1994 to June 1995, he was
Director of Business Development for First Data Corporation. He is 45 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. He is 37 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. He is 30 years old.
*KAREN JACOPPO-WOOD, Vice President and Assistant Secretary. Vice President and
Senior Counsel of Funds Distributor, Inc. since February 1997, and an
officer of other investment companies advised or administered by the
Manager. From June 1994 to January 1996, she was Manager of SEC
Registration at Scudder, Stevens & Clark, Inc. She is 33 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice President
and Senior Associate General Counsel of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From April 1994 to July 1996, he was Assistant Counsel at Forum
Financial Group. He is 35 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. She
is 27 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 38 years old.
The address of each officer of the Fund is 200 Park Avenue, New
York, New York 10166, except those officers indicated by an (*), whose address
is 60 State Street, Boston, Massachusetts 02109.
The Fund's Board members and officers, as a group, owned less than
1% of the Fund's outstanding shares on January 14, 2000.
The following persons are known by the Fund to hold of record 5% or
more of the Fund's outstanding shares on January 14, 2000:
Institutional Shares - General Invested Fund, City of Detroit, Finance
Department/Debt Management, 1210 City County Bldg., Detroit, MI 48226 -
13.8991%; City of Detroit Sewage Disposal System Improvement & Extension,
Finance Department/ Debt Management, 1210 City County Bldg., Detroit, MI 48201 -
19.3897%; McWood & Co., First Citizens Bank and Trust, P.O. Box 29522, Raleigh,
NC 27626-0522 - 13.4479%; AI Leasing II Inc., Attn. Marc Buena Vista, 198 Van
Buren St. Ste 300, Herndon, VA 20170-5338 - 8.1226%; Investor Shares - Capital
Network Services, Attn. Donna Howell, 1 Bush St., Ste. 11, San Francisco, CA
94104-4425 - 33.8400%; Crestar Bank, Attn. CSC Operations Hdq 3204, Cyndi
Higgins, 11 S 10th St, Richmond, VA 23219-4001 - 25.0960%; The Community
Foundation for Greater Atlanta/NC, Attn. Heidi Roy, The Hurt Building, Ste. 449,
Atlanta, GA 30303 - 8.5223%; City of Naples, Attn. Anne Middleton, 735 8th St.
S, Naples, FL 34102-6703 -- 5.9460%.
MANAGEMENT ARRANGEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Financial
Corporation ("Mellon"). Mellon is a 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") between the Fund and the Manager, 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 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:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment Officer
and a director; Lawrence S. Kash, Vice Chairman; J. David Officer, Vice Chairman
and a director; Thomas F. Eggers, Vice Chairman--Institutional and a director;
Ronald P. O'Hanley III, Vice Chairman; William T. Sandalls, Jr., Executive Vice
President; Stephen R. Byers--Senior Vice President; Mark N. Jacobs, Vice
President, General Counsel and Secretary; Diane P. Durnin, Vice
President--Product Development; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources; Ray Van Cott,
Vice President--Information Systems; Theodore A. Schachar, Vice President-Tax;
Wendy Strutt, Vice President; Richard Terres, Vice President; William H.
Maresca, Controller; James Bitetto, Assistant Secretary; Steven F. Newman,
Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt, Steven G. Elliot,
Martin C. McGuinn, Richard W. Sabo 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 King, John Koerber, and Gerald 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.
Under the Manager's personal securities trading policy (the
"Policy"), the Manager's employees must preclear personal transactions in
securities not exempt under the Policy. In addition, the Manager's employees
must report their personal securities transactions and holdings, which are
reviewed for compliance with the Policy. In that regard, the Manager's portfolio
managers and other investment personnel also are subject to the oversight of
Mellon's Investment Ethics Committee. The Manager's portfolio managers and other
investment personnel who comply with the Policy's preclearance and disclosure
procedures and the requirements of the Committee may be permitted to purchase,
sell or hold securities which also may be or are held in fund(s) they manage or
for which they otherwise provide investment advice.
As compensation for the Manager's services to the Fund, the Fund has
agreed to pay the Manager a monthly management fee at the annual rate of 0.20%
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, 1997, 1998 and 1999
amounted to $295,043, $253,710 and $129,405, 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 0.20% 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 0.25% 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. 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.
The Distributor may pay dealers a fee based on the amount invested
through such dealers in Fund shares by employees participating in qualified or
non-qualified employee benefit plans or other programs where (i) the employers
or affiliated employers maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs, or (ii) such
plan's or program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Distributor to such plan or
programs exceeds $1,000,000 ("Eligible Benefit Plans"). Generally, the fee paid
to dealers will not exceed 1% of the amount invested through such dealers. The
Distributor, however, may pay dealers a higher fee and reserves the right to
cease paying these fees at any time. The Distributor will pay such fees from its
own funds, other than amounts received from the Fund, including past profits or
any other source available to it.
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 Government Prime 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 0.25% 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 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.
Under the Service Plan with respect to Investor Shares, for the
fiscal year ended September 30, 1999, the total amount payable by the Fund was
$29,668, of which (a) $29,340, was payable to the Distributor for payments made
to Service Agents for distributing Fund shares and Servicing, and (b) $328, was
payable to Dreyfus for advertising and marketing Fund shares and Servicing.
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 0.25% 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 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, 1999, 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 . 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.
SHAREHOLDER 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 Government Prime 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, an 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 the investor's account falls below the
amount designated to be exchanged under this Privilege. In this case, the
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, 1999 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
the 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 the purchase of Fund
shares may have the effect of reducing the aggregate net asset value of the
shares below the cost of the investment. Such a distribution would be a return
on investment in an economic sense although taxable. 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, 1999, the Fund's
current yield was 5.46% for Institutional Shares and 5.22% 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, 1999, the Fund's average
annual total return for Institutional Shares was 2.92%, and for Investor Shares
was 2.68%. For the 5 year period ended September 30, 1999, the Fund's average
annual total return for Institutional Shares was 6.22%, and for Investor Shares
was 5.96%. The Fund's average annual total return from inception (October 29,
2993) for Institutional Shares was 5.73%, and for Investor Shares was 5.56%.
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, 1999, was 39.06% for
Institutional Shares and 37.73% 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 Monitor(TM), N. Palm
Beach, Fla. 33408, IBC's Money Fund Report(TM), 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.
From time to time, advertising materials may refer to studies
performed by The Dreyfus Corporation or its affiliates, such as "The Dreyfus Tax
Informed Investing Study" or "The Dreyfus Gender Investment Comparison Study
(1996 & 1997)" or other such studies.
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.
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
PART C. OTHER INFORMATION
-------------------------
Item 23. Exhibits
- ------- ----------
(a) Registrant's Declaration of Trust is incorporated by reference to
Exhibit (1) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on October 8, 1993, and Exhibit (1)(b)
of Post-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on April 29, 1994.
(b) Registrant's By-Laws.
(d) Management Agreement is incorporated by reference to Exhibit (5) of
Post-Effective Amendment No. 2 to the Registration Statement on Form
N-1A, filed on January 28, 1995.
(e) Distribution Agreement. Forms of Service Agreement are incorporated by
reference to Exhibit 6(b) of Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A, filed on January 28, 1995.
(g) Amended and Restated Custody Agreement is incorporated by reference to
Exhibit 8 of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on October 8, 1993.
(h) Shareholder Services Plan is incorporated by reference to Exhibit (9)
of Post-Effective Amendment No. 3 to the Registration Statement on
Form N-1A, filed on December 29, 1995.
(i) 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 October 8, 1993.
(j) Consent of Independent Auditors.
(m) Rule 12b-1 Plan is incorporated by reference to Exhibit (15) of
Post-Effective Amendment No. 2 to the Registration Statement on Form
N-1A, filed on January 28, 1995.
(n) Rule 18f-3 Plan.
Item 23. Exhibits. - List (continued)
- ------- -----------------------------------------------------
Other Exhibits
--------------
(a) Powers of Attorney.
(b) Certificate of Secretary.
Item 24. Persons Controlled by or under Common Control with Registrant.
- ------- --------------------------------------------------------------
Not Applicable
Item 25. Indemnification
- ------- ---------------
The Statement as to the general effect of any contract, arrangements
or statute under which a director, officer, underwriter or affiliated
person of the Registrant is insured or indemnified in any manner
against any liability which may be incurred in such capacity, other
than insurance provided by any director, officer, affiliated person or
underwriter for their own protection, is incorporated by reference to
Item 1 of Part II of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on October 8, 1993.
Reference is also made to the Distribution Agreement attached hereto.
Item 26. Business and Other Connections of Investment Adviser.
- ------- ----------------------------------------------------
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser and manager for sponsored investment companies
registered under the Investment Company Act of 1940 and as an
investment adviser to institutional and individual accounts.
Dreyfus also serves as sub-investment adviser to and/or
administrator of other investment companies. Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus, serves
primarily as a registered broker-dealer. Dreyfus Investment
Advisors, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
<TABLE>
ITEM 26 Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser
Name and Position
With Dreyfus Other Businesses Position Held Dates
<S> <C> <C> <C>
Christopher M. Condron Franklin Portfolio Associates, LLC* Director 1/97 - Present
Chairman of the Board and
Chief Executive Officer TBCAM Holdings, Inc.* Director 10/97 - Present
President 10/97 - 6/98
Chairman 10/97 - 6/98
The Boston Company Director 1/98 - Present
Asset Management, LLC* Chairman 1/98 - 6/98
President 1/98 - 6/98
The Boston Company President 9/95 - 1/98
Asset Management, Inc.* Chairman 4/95 - 1/98
Director 4/95 - 1/98
Franklin Portfolio Holdings, Inc.* Director 1/97 - Present
Certus Asset Advisors Corp.** Director 6/95 -Present
Mellon Capital Management Director 5/95 -Present
Corporation***
Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Bond Associates+ Trustee 5/95 -1/98
Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Equity Associates+ Trustee 5/95 - 1/98
Boston Safe Advisors, Inc. * Director 5/95 - Present
President 5/95 - Present
Mellon Bank, N.A. + Director 1/99 - Present
Chief Operating Officer 3/98 - Present
President 3/98 - Present
Vice Chairman 11/94 - 3/98
Mellon Financial Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Christopher M. Condron The Boston Company, Inc.* Vice Chairman 1/94 - Present
Chairman and Chief Executive Director 5/93 - Present
Officer
(Continued) Laurel Capital Advisors, LLP+ Exec. Committee 1/98 - 8/98
Member
Laurel Capital Advisors+ Trustee 10/93 - 1/98
Boston Safe Deposit and Trust Director 5/93 -Present
Company*
The Boston Company Financial President 6/89 - Present
Strategies, Inc. * Director 6/89 - Present
Mandell L. Berman Self-Employed Real Estate Consultant, 11/74 - Present
Director 29100 Northwestern Highway Residential Builder and
Suite 370 Private Investor
Southfield, MI 48034
Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 - Present
Director 1 Gorham Island
Westport, CT 06880
Mellon Financial Corporation+ Director 6/91 - Present
Mellon Bank, N.A. + Director 6/91 - Present
Dentsply International, Inc. Director 2/81 - Present
570 West College Avenue
York, PA
Quill Corporation Director 3/93 - Present
Lincolnshire, IL
Stephen E. Canter Dreyfus Investment Chairman of the Board 1/97 - Present
President, Chief Operating Advisors, Inc.++ Director 5/95 - Present
Officer, Chief Investment President 5/95 - Present
Officer, and Director
Newton Management Limited Director 2/99 - Present
London, England
Mellon Bond Associates, LLP+ Executive Committee 1/99 - Present
Member
Mellon Equity Associates, LLP+ Executive Committee 1/99 - Present
Member
Franklin Portfolio Associates, LLC* Director 2/99 - Present
Franklin Portfolio Holdings, Inc.* Director 2/99 - Present
The Boston Company Asset Director 2/99 - Present
Management, LLC*
TBCAM Holdings, Inc.* Director 2/99 - Present
Mellon Capital Management Director 1/99 - Present
Corporation***
Stephen E. Canter Founders Asset Management, LLC**** Member, Board of 12/97 - Present
President, Chief Operating Managers
Officer, Chief Investment Acting Chief Executive 7/98 - 12/98
Officer, and Director Officer
(Continued)
The Dreyfus Trust Company+++ Director 6/95 - Present
Chairman 1/99 - Present
President 1/99 - Present
Chief Executive Officer 1/99 - Present
Thomas F. Eggers Dreyfus Service Corporation++ Executive Vice President 4/96 - Present
Vice Chairman - Institutional Director 9/96 - Present
and Director
Founders Asset Management, LLC**** Member, Board of Managers 2/99 - Present
Dreyfus Investment Advisors, Inc. Director 1/00 - Present
Dreyfus Service Organization++ Director 3/99 - Present
Dreyfus Insurance Agency of Director 3/99 - Present
Massachusetts, Inc. +++
Dreyfus Brokerage Services, Inc. Director 11/97 - 6/98
401 North Maple Avenue
Beverly Hills, CA.
Steven G. Elliott Mellon Financial Corporation+ Senior Vice Chairman 1/99 - Present
Director Chief Financial Officer 1/90 - Present
Vice Chairman 6/92 - 1/99
Treasurer 1/90 - 5/98
Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present
Vice Chairman 6/92 - 3/98
Chief Financial Officer 1/90 - Present
Mellon EFT Services Corporation Director 10/98 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Mellon Financial Services Director 1/96 - Present
Corporation #1 Vice President 1/96 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Boston Group Holdings, Inc.* Vice President 5/93 - Present
APT Holdings Corporation Treasurer 12/87 - Present
Pike Creek Operations Center
4500 New Linden Hill Road
Wilmington, DE 19808
Allomon Corporation Director 12/87 - Present
Two Mellon Bank Center
Pittsburgh, PA 15259
Collection Services Corporation Controller 10/90 - 2/99
500 Grant Street Director 9/88 - 2/99
Pittsburgh, PA 15258 Vice President 9/88 - 2/99
Treasurer 9/88 - 2/99
Steven G. Elliott Mellon Financial Company+ Principal Exec. Officer 1/88 - Present
Director (Continued) Chief Executive Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+
Mellon Financial Services Treasurer 12/87 - Present
Corporation +
Mellon Financial Markets, Inc.+ Director 1/99 - Present
Mellon Financial Services Director 1/99 - Present
Corporation #17
Fort Lee, NJ
Mellon Mortgage Company Director 1/99 - Present
Houston, TX
Mellon Ventures, Inc. + Director 1/99 - Present
Lawrence S. Kash Dreyfus Investment Director 4/97 - 12/99
Vice Chairman Advisors, Inc.++
Dreyfus Brokerage Services, Inc. Chairman 11/97 - 2/99
401 North Maple Ave. Chief Executive Officer 11/97 - 2/98
Beverly Hills, CA
Dreyfus Service Corporation++ Director 1/95 - 2/99
President 9/96 - 3/99
Dreyfus Precious Metals, Inc.+++ Director 3/96 - 12/98
President 10/96 - 12/98
Dreyfus Service Director 12/94 - 3/99
Organization, Inc.++ President 1/97 - 3/99
Seven Six Seven Agency, Inc. ++ Director 1/97 - 4/99
Dreyfus Insurance Agency of Chairman 5/97 - 3/99
Massachusetts, Inc.++++ President 5/97 - 3/99
Director 5/97 - 3/99
The Dreyfus Trust Company+++ Chairman 1/97 - 1/99
President 2/97 - 1/99
Chief Executive Officer 2/97 - 1/99
Director 12/94 - Present
The Dreyfus Consumer Credit Chairman 5/97 - 6/99
Corporation++ President 5/97 - 6/99
Director 12/94 - 6/99
Founders Asset Management, LLC**** Member, Board of Managers 12/97 - Present
The Boston Company Advisors, Chairman 12/95 - Present
Inc. Chief Executive Officer 12/95 - Present
Wilmington, DE President 12/95 - Present
Lawrence S. Kash The Boston Company, Inc.* Director 5/93 - Present
Vice Chairman President 5/93 - Present
And Director (Continued)
Mellon Bank, N.A.+ Executive Vice President 6/92 - Present
Laurel Capital Advisors, LLP+ Chairman 1/98 - 8/98
Executive Committee 1/98 - 8/98
Member
Chief Executive Officer 1/98 - 8/98
President 1/98 - 8/98
Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Chairman 9/93 - 1/98
President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Martin G. McGuinn Mellon Financial Corporation+ Chairman 1/99 - Present
Director Chief Executive Officer 1/99 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Bank, N. A. + Chairman 3/98 - Present
Chief Executive Officer 3/98 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 3/98
Mellon Leasing Corporation+ Vice Chairman 12/96 - Present
Mellon Bank (DE) National Director 4/89 - 12/98
Association
Wilmington, DE
Mellon Bank (MD) National Director 1/96 - 4/98
Association
Rockville, Maryland
J. David Officer Dreyfus Service Corporation++ Executive Vice President 5/98 - Present
Vice Chairman Director 3/99 - Present
And Director
Dreyfus Service Organization, Inc.++ Director 3/99 - Present
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Dreyfus Brokerage Services, Inc. Chairman 3/99 - Present
401 North Maple Avenue
Beverly Hills, CA
Seven Six Seven Agency, Inc.++ Director 10/98 - Present
Mellon Residential Funding Corp. + Director 4/97 - Present
Mellon Trust of Florida, N.A. Director 8/97 - Present
2875 Northeast 191st Street
North Miami Beach, FL 33180
Mellon Bank, NA+ Executive Vice President 7/96 - Present
The Boston Company, Inc.* Vice Chairman 1/97 - Present
Director 7/96 - Present
J. David Officer Mellon Preferred Capital Director 11/96 - Present
Vice Chairman and Corporation*
Director (Continued)
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - Present
Services, Inc.* Director 8/96 - Present
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
Mellon Trust of New York Director 6/96 - Present
1301 Avenue of the Americas
New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
Mellon United National Bank Director 3/98 - Present
1399 SW 1st Ave., Suite 400
Miami, Florida
Boston Group Holdings, Inc.* Director 12/97 - Present
Dreyfus Financial Services Corp. + Director 9/96 - Present
Dreyfus Investment Services Director 4/96 - Present
Corporation+
Richard W. Sabo Founders Asset Management LLC**** President 12/98 - Present
Director Chief Executive Officer 12/98 - Present
Prudential Securities
New York, NY Senior Vice President 07/91 - 11/98
Regional Director 07/91 - 11/98
Richard F. Syron Thermo Electron President 6/99 - Present
Director 81 Wyman Street Chief Executive Officer 6/99 - Present
Waltham, MA 02454-9046
American Stock Exchange Chairman 4/94 -6/99
86 Trinity Place Chief Executive Officer 4/94 - 6/99
New York, NY 10006
Ronald P. O'Hanley Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
TBCAM Holdings, Inc.* Chairman 6/98 - Present
Director 10/97 - Present
The Boston Company Asset Chairman 6/98 - Present
Management, LLC* Director 1/98 - 6/98
Boston Safe Advisors, Inc. * Chairman 6/97 - Present
Director 2/97 - Present
Pareto Partners Partner Representative 5/97 - Present
271 Regent Street
London, England W1R 8PP
Mellon Capital Management Director 5/97 -Present
Ronald P. O'Hanley Corporation***
Vice Chairman
(Continued) Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon Equity Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon-France Corporation+ Director 3/97 - Present
Laurel Capital Advisors+ Trustee 3/97 - Present
Mark N. Jacobs Dreyfus Investment Director 4/97 - Present
General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98
Vice President, and
Secretary The Dreyfus Trust Company+++ Director 3/96 - Present
The TruePenny Corporation++ President 10/98 - Present
Director 3/96 - Present
Dreyfus Service Director 3/97 - 3/99
Organization, Inc.++
William H. Maresca The Dreyfus Trust Company+++ Chief Financial Officer 3/99 - Present
Controller Treasurer 9/98 - Present
Director 3/97 - Present
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Dreyfus Consumer Credit Corp. ++ Treasurer 10/98 -Present
Dreyfus Investment Treasurer 10/98 - Present
Advisors, Inc. ++
Dreyfus-Lincoln, Inc. Vice President 10/98 - Present
4500 New Linden Hill Road
Wilmington, DE 19808
The TruePenny Corporation++ Vice President 10/98 - Present
Dreyfus Precious Metals, Inc. +++ Treasurer 10/98 - 12/98
The Trotwood Corporation++ Vice President 10/98 - Present
Trotwood Hunters Corporation++ Vice President 10/98 - Present
William H. Maresca Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present
Controller (Continued)
Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present
One American Express Plaza,
Providence, RI 02903
Dreyfus Service Treasurer 3/99 - Present
Organization, Inc.++ Assistant Treasurer 3/93 - 3/99
Dreyfus Insurance Agency of
Massachusetts, Inc.++++ Assistant Treasurer 5/98 - Present
William T. Sandalls, Jr. Dreyfus Transfer, Inc. Chairman 2/97 - Present
Executive Vice President One American Express Plaza,
Providence, RI 02903
Dreyfus Service Corporation++ Director 1/96 - Present
Executive Vice President 2/97 - Present
Chief Financial Officer 2/97-12/98
Dreyfus Investment Director 1/96 - Present
Advisors, Inc.++ Treasurer 1/96 - 10/98
Dreyfus-Lincoln, Inc. Director 12/96 - Present
4500 New Linden Hill Road President 1/97 - Present
Wilmington, DE 19808
Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98
Treasurer 10/96 - 10/98
The Dreyfus Consumer Director 1/96 - Present
Credit Corp.++ Vice President 1/96 - Present
Treasurer 1/97 - 10/98
The Dreyfus Trust Company +++ Director 1/96 - Present
Dreyfus Service Organization, Treasurer 10/96- 3/99
Inc.++
Dreyfus Insurance Agency of Director 5/97 - 3/99
Massachusetts, Inc.++++ Treasurer 5/97- 3/99
Executive Vice President 5/97 - 3/99
Diane P. Durnin Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and
Development Advertising Division
Patrice M. Kozlowski None
Vice President - Corporate
Communications
Mary Beth Leibig None
Vice President -
Human Resources
Theodore A. Schachar Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
The Dreyfus Consumer Credit Chairman 6/99 - Present
Corporation ++ President 6/99 - Present
Dreyfus Investment Advisors, Inc.++ Vice President - Tax 10/96 - Present
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Inc.++ Vice President - Tax 10/96 - Present
Wendy Strutt None
Vice President
Richard Terres None
Vice President
Andrew S. Wasser Mellon Financial Corporation+ Vice President 1/95 - Present
Vice-President -
Information Systems
James Bitetto The TruePenny Corporation++ Secretary 9/98 - Present
Assistant Secretary
Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present
Dreyfus Investment Assistant Secretary 7/98 - Present
Advisors, Inc.++
Dreyfus Service Assistant Secretary 7/98 - Present
Organization, Inc.++
Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 - Present
Assistant Secretary One American Express Plaza Director 2/97 - Present
Providence, RI 02903 Secretary 2/97 - Present
Dreyfus Service Secretary 7/98 - Present
Organization, Inc.++ Assistant Secretary 5/98 - 7/98
- ------------------------------------
* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
**** The address of the business so indicated is 2930 East Third Avenue,Denver, Colorado 80206.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
++++ The address of the business so indicated is 53 State Street, Boston, Massachusetts 02109
**** The address of the business so indicated is 2930 East Third Avenue,Denver, Colorado 80206.
</TABLE>
Item 27. Principal Underwriters
- -------- ----------------------
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management Funds
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Debt and Equity Funds
28) Dreyfus Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) Dreyfus Investment Portfolios
37) The Dreyfus/Laurel Funds, Inc.
38) The Dreyfus/Laurel Funds Trust
39) The Dreyfus/Laurel Tax-Free Municipal Funds
40) Dreyfus LifeTime Portfolios, Inc.
41) Dreyfus Liquid Assets, Inc.
42) Dreyfus Massachusetts Intermediate Municipal Bond Fund
43) Dreyfus Massachusetts Municipal Money Market Fund
44) Dreyfus Massachusetts Tax Exempt Bond Fund
45) Dreyfus MidCap Index Fund 46) Dreyfus Money Market Instruments, Inc.
47) Dreyfus Municipal Bond Fund, Inc.
48) Dreyfus Municipal Cash Management Plus
49) Dreyfus Municipal Money Market Fund, Inc.
50) Dreyfus New Jersey Intermediate Municipal Bond Fund
51) Dreyfus New Jersey Municipal Bond Fund, Inc.
52) Dreyfus New Jersey Municipal Money Market Fund, Inc.
53) Dreyfus New Leaders Fund, Inc.
54) Dreyfus New York Insured Tax Exempt Bond Fund
55) Dreyfus New York Municipal Cash Management
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus U.S. Treasury Intermediate Term Fund
60) Dreyfus U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Premier California Municipal Bond Fund
66) Dreyfus Premier Equity Funds, Inc.
67) Dreyfus Premier International Funds, Inc.
68) Dreyfus Premier GNMA Fund
69) Dreyfus Premier Worldwide Growth Fund, Inc.
70) Dreyfus Premier Municipal Bond Fund
71) Dreyfus Premier New York Municipal Bond Fund
72) Dreyfus Premier State Municipal Bond Fund
73) Dreyfus Premier Value Equity Funds
74) Dreyfus Short-Intermediate Government Fund
75) Dreyfus Short-Intermediate Municipal Bond Fund
76) The Dreyfus Socially Responsible Growth Fund, Inc.
77) Dreyfus Stock Index Fund
78) Dreyfus Tax Exempt Cash Management
79) The Dreyfus Third Century Fund, Inc.
80) Dreyfus Treasury Cash Management
81) Dreyfus Treasury Prime Cash Management
82) Dreyfus Variable Investment Fund
83) Dreyfus Worldwide Dollar Money Market Fund, Inc.
84) Founders Funds, Inc.
85) General California Municipal Bond Fund, Inc.
86) General California Municipal Money Market Fund
87) General Government Securities Money Market Fund, Inc.
88) General Money Market Fund, Inc.
89) General Municipal Bond Fund, Inc.
90) General Municipal Money Market Funds, Inc.
91) General New York Municipal Bond Fund, Inc.
92) General New York Municipal Money Market Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
- ------------------ --------------------------- -------------
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Chief Treasurer
Compliance Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial and Assistant
Officer Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Jean M. O'Leary+ Assistant Vice President, None
Assistant Secretary and
Assistant Clerk
William J. Nutt+ Chairman of the Board None
Stephanie D. Pierce++ Vice President Vice President,
Assistant Secretary
and Assistant
Treasurer
Patrick W. McKeon+ Vice President None
Joseph A. Vignone+ Vice President None
- --------------------------------
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
<PAGE>
Item 28. Location of Accounts and Records
- ------- --------------------------------
1. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
2. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 29. Management Services
- ------- -------------------
Not Applicable
Item 30. Undertakings
- ------- ------------
None
SIGNATURES
------------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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 31st day of January, 2000.
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
BY: /s/ Marie E. Connolly*
-------------------------------------------
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
- -------------------------- ------------------------------- ---------
/s/Marie E. Connolly* President and Treasurer (Principal 1/31/00
- ------------------------------ Executive, Financial and Accounting
Marie E. Connolly Officer)
/s/Joseph S. DiMartino* Chairman of the Board 1/31/00
- ------------------------------
Joseph S. DiMartino
/s/Lucy Wilson Benson* Trustee 1/31/00
- ------------------------------
Lucy Wilson Benson
/s/David W. Burke* Trustee 1/31/00
- ------------------------------
David W. Burke
/s/Martin D. Fife* Trustee 1/31/00
- ------------------------------
Martin D. Fife
/s/Robert R. Glauber* Trustee 1/31/00
- ------------------------------
Robert R. Glauber
/s/Whitney I. Gerard* Trustee 1/31/00
- ------------------------------
Whitney I. Gerard
/s/Arthur A. Hartman* Trustee 1/31/00
- ------------------------------
Arthur A. Hartman
/s/George L. Perry* Trustee 1/31/00
- ------------------------------
George L. Perry
/s/Paul D. Wolfowitz* Trustee 1/31/00
- ------------------------------
Paul D. Wolfowitz
*BY: /s/ Stephanie D. Pierce
--------------------------
Stephanie D. Pierce,
Attorney-in-Fact
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
INDEX OF EXHIBITS
(11) Consent of Independent Auditors
Other Exhibits
(a) Power of Attorney
(b) Certificate of Secretary
(c) By-Laws
(d) Rule 18f-3 Plan
(e) Distribution Agreement
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Margaret W. Chambers,
Marie E. Connolly, Douglas C. Conroy, Frederick C. Dey, Christopher J.
Kelley, Kathleen K. Morrisey, Stephanie Pierce, Elba Vasquez, and Karen
Jacoppo-Wood, and each of them, with full power to act without the other,
his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her, and in his or her name,
place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments to the Registration Statement of Dreyfus
Institutional Short Term Treasury Fund (including post-effective amendments
and amendments thereto), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Joseph S. DiMartino June 1, 1999
Joseph S. DiMartino
/s/ Lucy Wilson Benson June 1, 1999
Lucy Wilson Benson
/s/ David W. Burke June 1, 1999
David W. Burke
/s/ Martin D. Fife June 1, 1999
Martin D. Fife
/s/ Whitney I. Gerard June 1, 1999
Whitney I. Gerard
/s/ Robert R. Glauber June 1, 1999
Robert R. Glauber (except DLA and SIGF)
/s/ Ambassador Arthur A. Hartman June 1, 1999
Ambassador Arthur A. Hartman
/s/ George L. Perry June 1, 1999
George L. Perry
/s/ Paul D. Wolfowitz June 1, 1999
Paul D. Wolfowitz (except WDMMF)
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
Certificate of Assistant Secretary
The undersigned, Stephanie Pierce, Vice President, Assistant Treasurer
and Assistant Secretary of Dreyfus Institutional Short Term Treasury Fund
(the "Fund"), hereby certifies that set forth below is a copy of the
resolution adopted by the Fund's Board authorizing the signing by Margaret
W. Chambers, Marie E. Connolly, Douglas C. Conroy, Frederick C. Dey,
Christopher J. Kelley, Kathleen K. Morrisey, Stephanie Pierce, Elba Vasquez
and Karen Jacoppo-Wood 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 Margaret W. Chambers, Marie E.
Connolly, Douglas C. Conroy, Frederick C. Dey,
Christopher J. Kelley, Kathleen K. Morrisey, Stephanie
Pierce, Elba Vasquez and Karen Jacoppo-Wood 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 the 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 January 26, 2000.
/s/ Stephanie Pierce
-------------------------
Stephanie Pierce
Vice President, Assistant
Treasurer and Assistant
Secretary
BY-LAWS
OF
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1. Agreement and Declaration of Trust. These By-Laws shall be
subject to the Agreement and Declaration of Trust, as from time to time in
effect (the "Declaration of Trust"), of the above-captioned Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2. Principal Office of the Trust. The principal office of the
Trust shall be located in New York, New York. Its resident agent in
Massachusetts shall be CT Corporation System, 2 Oliver Street, Boston,
Massachusetts 02109, or such other person as the Trustees from time to time
may select.
ARTICLE 2
Meetings of Trustees
2.1. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees
from time to time may determine, provided that notice of the first regular
meeting following any such determination shall be given to absent Trustees.
2.2. Special Meetings. Special meetings of the Trustees may be
held at any time and at any place designated in the call of the meeting when
called by the President or the Treasurer or by two or more Trustees,
sufficient notice thereof being given to each Trustee by the Secretary or an
Assistant Secretary or by the officer or the Trustees calling the meeting.
2.3. Notice of Special Meetings. It shall be sufficient notice
to a Trustee of a special meeting to send notice by mail at least forty-
eight hours or by telegram at least twenty-four hours before the meeting
addressed to the Trustee at his or her usual or last known business or
residence address or to give notice to him or her in person or by telephone
at least twenty-four hours before the meeting. Notice of a meeting need not
be given to any Trustee if a written waiver of notice, executed by him or
her before or after the meeting, is filed with the records of the meeting,
or to any Trustee who attends the meeting without protesting prior thereto
or at its commencement the lack of notice to him or her. Neither notice of
a meeting nor a waiver of a notice need specify the purposes of the meeting.
2.4. Notice of Certain Actions by Consent. If in accordance with
the provisions of the Declaration of Trust any action is taken by the
Trustees by a written consent of less than all of the Trustees, then prompt
notice of any such action shall be furnished to each Trustee who did not
execute such written consent, provided that the effectiveness of such action
shall not be impaired by any delay or failure to furnish such notice.
ARTICLE 3
Officers
3.1. Enumeration; Qualification. The officers of the Trust shall
be a President, a Treasurer, a Secretary, and such other officers, if any,
as the Trustees from time to time may in their discretion elect. The Trust
also may have such agents as the Trustees from time to time may in their
discretion appoint. An officer may be but need not be a Trustee or
shareholder. Any two or more offices may be held by the same person.
3.2. Election. The President, the Treasurer and the Secretary
shall be elected by the Trustees upon the occurrence of any vacancy in any
such office. Other officers, if any, may be elected or appointed by the
Trustees at any time. Vacancies in any such other office may be filled at
any time.
3.3. Tenure. The President, Treasurer and Secretary shall hold
office in each case until he or she sooner dies, resigns, is removed or
becomes disqualified. Each other officer shall hold office and each agent
shall retain authority at the pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of these By-Laws,
each officer shall have, in addition to the duties and powers herein and in
the Declaration of Trust set forth, such duties and powers as commonly are
incident to the office occupied by him or her as if the Trust were organized
as a Massachusetts business corporation or such other duties and powers as
the Trustees may from time to time designate.
3.5. President. Unless the Trustees otherwise provide, the
President shall preside at all meetings of the shareholders and of the
Trustees. Unless the Trustees otherwise provide, the President shall be the
chief executive officer.
3.6. Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Trust, and, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager, or transfer, shareholder servicing
or similar agent, shall be in charge of the valuable papers, books of
account and accounting records of the Trust, and shall have such other
duties and powers as may be designated from time to time by the Trustees or
by the President.
3.7. Secretary. The Secretary shall record all proceedings of
the shareholders and the Trustees in books to be kept therefor, which books
or a copy thereof shall be kept at the principal office of the Trust. In
the absence of the Secretary from any meeting of the shareholders or
Trustees, an Assistant Secretary, or if there be none or if he or she is
absent, a temporary Secretary chosen at such meeting shall record the
proceedings thereof in the aforesaid books.
3.8. Resignations and Removals. Any Trustee or officer may
resign at any time by written instrument signed by him or her and delivered
to the President or Secretary or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified to be effective
at some other time. The Trustees may remove any officer elected by them
with or without cause. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee or officer resigning and no officer
removed shall have any right to any compensation for any period following
his or her resignation or removal, or any right to damages on account of
such removal.
ARTICLE 4
Committees
4.1. Appointment. The Trustees may appoint from their number an
executive committee and other committees. Except as the Trustees otherwise
may determine, any such committee may make rules for conduct of its
business.
4.2. Quorum; Voting. A majority of the members of any Committee
of the Trustees shall constitute a quorum for the transaction of business,
and any action of such a Committee may be taken at a meeting by a vote of a
majority of the members present (a quorum being present).
ARTICLE 5
Reports
The Trustees and officers shall render reports at the time and in
the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may
deem desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
The fiscal year of the Trust shall be fixed, and shall be subject
to change, by the Board of Trustees.
ARTICLE 7
Seal
The seal of the Trust shall consist of a flat-faced die with the
word "Massachusetts," together with the name of the Trust and the year of
its organization cut or engraved thereon but, unless otherwise required by
the Trustees, the seal shall not be necessary to be placed on, and in its
absence shall not impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
Except as the Trustees generally or in particular cases may
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed
by the President, any Vice President, or by the Treasurer and need not bear
the seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1. Sale of Shares. Except as otherwise determined by the
Trustees, the Trust will issue and sell for cash or securities from time to
time, full and fractional shares of its shares of beneficial interest, such
shares to be issued and sold at a price of not less than net asset value per
share, as from time to time determined in accordance with the Declaration of
Trust and these By-Laws and, in the case of fractional shares, at a
proportionate reduction in such price. In the case of shares sold for
securities, such securities shall be valued in accordance with the
provisions for determining value of assets of the Trust as stated in the
Declaration of Trust and these By-Laws. The officers of the Trust are
severally authorized to take all such actions as may be necessary or
desirable to carry out this Section 9.1.
9.2. Share Certificates. In lieu of issuing certificates for
shares, the Trustees or the transfer agent either may issue receipts
therefor or may keep accounts upon the books of the Trust for the record
holders of such shares, who shall in either case, for all purposes
hereunder, be deemed to be the holders of certificates for such shares as if
they had accepted such certificates and shall be held to have expressly
assented and agreed to the terms hereof.
The Trustees at any time may authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a
certificate stating the number of shares owned by him or her, in such form
as shall be prescribed from time to time by the Trustees. Such certificate
shall be signed by the President or Vice President and by the Treasurer or
Assistant Treasurer. Such signatures may be facsimile if the certificate is
signed by a transfer agent, or by a registrar, other than a Trustee, officer
or employee of the Trust. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall cease to be
such officer before such certificate is issued, it may be issued by the
Trust with the same effect as if he or she were such officer at the time of
its issue.
9.3. Loss of Certificates. The Trust, or if any transfer agent
is appointed for the Trust, the transfer agent with the approval of any two
officers of the Trust, is authorized to issue and countersign replacement
certificates for the shares of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity in such form
and with such security, if any, as the Trustees may require.
9.4. Discontinuance of Issuance of Certificates. The Trustees at
any time may discontinue the issuance of share certificates and by written
notice to each shareholder, may require the surrender of share certificates
to the Trust for cancellation. Such surrender and cancellation shall not
affect the ownership of shares in the Trust.
ARTICLE 10
Indemnification
10.1. Trustees, Officers, etc. The Trust shall indemnify each of
its Trustees and officers (including persons who serve at the Trust's
request as directors, officers or trustees of another organization in which
the Trust has any interest as a shareholder, creditor or otherwise)
(hereinafter referred to as a "Covered Person") against all liabilities and
expenses, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees
reasonably incurred by any Covered Person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, before any court or administrative or legislative body, in which
such Covered Person may be or may have been involved as a party or otherwise
or with which such person may be or may have been threatened, while in
office or thereafter, by reason of being or having been such a Trustee or
officer, except with respect to any matter as to which such Covered Person
shall have been finally adjudicated in a decision on the merits in any such
action, suit or other proceeding not to have acted in good faith in the
reasonable belief that such Covered Person's action was in the best
interests of the Trust and except that no Covered Person shall be
indemnified against any liability to the Trust or its Shareholders to which
such Covered Person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), may be paid from time to time by the Trust in advance of the
final disposition or any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid
to the Trust if it is ultimately determined that indemnification of such
expenses is not authorized under this Article, provided that (a) such
Covered Person shall provide security for his or her undertaking, (b) the
Trust shall be insured against losses arising by reason of such Covered
Person's failure to fulfill his or her undertaking, or (c) a majority of the
Trustees who are disinterested persons and who are not Interested Persons
(as that term is defined in the Investment Company Act of 1940) (provided
that a majority of such Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (but not a full trial-type inquiry), that
there is reason to believe such Covered Person ultimately will be entitled
to indemnification.
10.2. Compromise Payment. As to any matter disposed of (whether
by a compromise payment, pursuant to a consent decree or otherwise) without
an adjudication in a decision on the merits by a court, or by any other body
before which the proceeding was brought, that such Covered Person either (a)
did not act in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust or (b) is liable to
the Trust or its Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of such Covered Person's office, indemnification shall be provided if (a)
approved as in the best interest of the Trust, after notice that it involves
such indemnification, by at least a majority of the Trustees who are
disinterested persons and are not Interested Persons (provided that a
majority of such Trustees then in office act on the matter), upon a
determination, based upon a review of readily available facts (but not a
full trial-type inquiry) that such Covered Person acted in good faith in the
reasonable belief that such Covered Person's action was in the best
interests of the Trust and is not liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's
office, or (b) there has been obtained an opinion in writing of independent
legal counsel, based upon a review of readily available facts (but not a
full trial-type inquiry) to the effect that such Covered Person appears to
have acted in good faith in the reasonable belief that such Covered Person's
action was in the best interests of the Trust and that such indemnification
would not protect such Covered Person against any liability to the Trust to
which such Covered Person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. Any approval pursuant to this
Section shall not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently adjudicated by a
court of competent jurisdiction not to have acted in good faith in the
reasonable belief that such Covered Person's action was in the best
interests of the Trust or to have been liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such Covered
Person's office.
10.3. Indemnification Not Exclusive. The right of
indemnification hereby provided shall not be exclusive of or affect any
other rights to which any such Covered Person may be entitled. As used in
this Article 10, the term "Covered Person" shall include such person's
heirs, executors and administrators, and a "disinterested person" is a
person against whom none of the actions, suits or other proceedings in
question or another action, suit, or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in this Article
shall affect any rights to indemnification to which personnel of the Trust,
other than Trustees and officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of such person.
10.4. Limitation. Notwithstanding any provisions in the
Declaration of Trust and these By-Laws pertaining to indemnification, all
such provisions are limited by the following undertaking set forth in the
rules promulgated by the Securities and Exchange Commission:
In the event that a claim for indemnification
is asserted by a Trustee, officer or controlling
person of the Trust in connection with the
registered securities of the Trust, the Trust will
not make such indemnification unless (i) the Trust
has submitted, before a court or other body, the
question of whether the person to be indemnified
was liable by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of
duties, and has obtained a final decision on the
merits that such person was not liable by reason
of such conduct or (ii) in the absence of such
decision, the Trust shall have obtained a
reasonable determination, based upon a review of
the facts, that such person was not liable by
virtue of such conduct, by (a) the vote of a
majority of Trustees who are neither interested
persons as such term is defined in the Investment
Company Act of 1940, nor parties to the proceeding
or (b) an independent legal counsel in a written
opinion.
The Trust will not advance attorneys' fees or
other expenses incurred by the person to be
indemnified unless (i) the Trust shall have
received an undertaking by or on behalf of such
person to repay the advance unless it is
ultimately determined that such person is entitled
to indemnification and (ii) one of the following
conditions shall have occurred: (x) such person
shall provide security for his undertaking,
(y) the Trust shall be insured against losses
arising by reason of any lawful advances or (z) a
majority of the disinterested, non-party Trustees
of the Trust, or an independent legal counsel in a
written opinion, shall have determined that based
on a review of readily available facts there is
reason to believe that such person ultimately will
be found entitled to indemnification.
ARTICLE 11
Shareholders
11.1. Meetings. A meeting of the shareholders shall be called by
the Secretary whenever ordered by the Trustees, or requested in writing by
the holder or holders of at least 10% of the outstanding shares entitled to
vote at such meeting. If the meeting is a meeting of the shareholders of
one or more series or class of shares, but not a meeting of all shareholders
of the Trust, then only the shareholders of such one or more series or
classes shall be entitled to notice of and to vote at the meeting. If the
Secretary, when so ordered or requested, refuses or neglects for more than
five days to call such meeting, the Trustees, or the shareholders so
requesting may, in the name of the Secretary, call the meeting by giving
notice thereof in the manner required when notice is given by the Secretary.
11.2. Access to Shareholder List. Shareholders of record may
apply to the Trustees for assistance in communicating with other
shareholders for the purpose of calling a meeting in order to vote upon the
question of removal of a Trustee. When ten or more shareholders of record
who have been such for at least six months preceding the date of application
and who hold in the aggregate shares having a net asset value of at least
$25,000 or at least 1% of the outstanding shares, whichever is less, so
apply, the Trustees shall within five business days either:
(i) afford to such applicants access to a list of names and
addresses of all shareholders as recorded on the books of the Trust; or
(ii) inform such applicants of the approximate number of
shareholders of record and the approximate cost of mailing material to them
and, within a reasonable time thereafter, mail materials submitted by the
applicants to all such shareholders of record. The Trustees shall not be
obligated to mail materials which they believe to be misleading or in
violation of applicable law.
11.3. Record Dates. For the purpose of determining the
shareholders of any series or class who are entitled to vote or act at any
meeting or any adjournment thereof, or who are entitled to receive payment
of any dividend or of any other distribution, the Trustees from time to time
may fix a time, which shall be not more than 90 days before the date of any
meeting of shareholders or the date of payment of any dividend or of any
other distribution, as the record date for determining the shareholders of
such series or class having the right to notice of and to vote at such
meeting and any adjournment thereof or the right to receive such dividend or
distribution, and in such case only shareholders of record on such record
date shall have such right notwithstanding any transfer of shares on the
books of the Trust after the record date; or without fixing such record date
the Trustees may for any such purposes close the register or transfer books
for all or part of such period.
11.4. Place of Meetings. All meetings of the shareholders shall
be held at the principal office of the Trust or at such other place within
the United States as shall be designated by the Trustees or the President of
the Trust.
11.5. Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of the
meeting, shall be given at least ten days before the meeting to each
shareholder entitled to vote thereat by leaving such notice with him or at
his residence or usual place of business or by mailing it, postage prepaid,
and addressed to such shareholder at his address as it appears in the
records of the Trust. Such notice shall be given by the Secretary or an
Assistant Secretary or by an officer designated by the Trustees. No notice
of any meeting of shareholders need be given to a shareholder if a written
waiver of notice, executed before or after the meeting by such shareholder
or his attorney thereunto duly authorized, is filed with the records of the
meeting.
11.6. Ballots. No ballot shall be required for any election
unless requested by a shareholder present or represented at the meeting and
entitled to vote in the election.
11.7. Proxies. Shareholders entitled to vote may vote either in
person or by proxy in writing dated not more than six months before the
meeting named therein, which proxies shall be filed with the Secretary or
other person responsible to record the proceedings of the meeting before
being voted. Unless otherwise specifically limited by their terms, such
proxies shall entitle the holders thereof to vote at any adjournment of such
meeting but shall not be valid after the final adjournment of such meeting.
The placing of a shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such shareholder shall constitute execution of such proxy by or on behalf of
such shareholder.
ARTICLE 12
Amendments to the By-Laws
These By-Laws may be amended or repealed, in whole or in part, by
a majority of the Trustees then in office at any meeting of the Trustees, or
by one or more writings signed by such a majority.
Dated: September 9, 1993
Amended: December 31, 1999
THE DREYFUS FAMILY OF FUNDS
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that the Board of an investment company desiring
to offer multiple classes pursuant to said Rule adopt a plan setting forth
the separate arrangement and expense allocation of each class, and any
related conversion features or exchange privileges.
The Board, including a majority of the non-interested Board
members, of each of the investment companies, or series thereof, listed as
Schedule A attached hereto (each, a "Fund") which desires to offer multiple
classes has determined that the following plan is in the best interests of
each class individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided into
Institutional Shares, Administrative Shares, Investor Shares and Participant
Shares, except as otherwise noted on Schedule A attached hereto.
2. Differences in Services: The services offered to
shareholders of each Class shall be substantially the same, except for
certain services provided to holders of Administrative Shares, Investor
Shares and Participant Shares pursuant to a Service Plan.
3. Differences in Distribution Arrangements: Each Class of
shares shall be offered at net asset value to institutional investors,
particularly banks, acting for themselves or in a fiduciary, advisory,
agency, custodial or similar capacity. No Class shall be subject to any
front-end or contingent deferred sales charges.
Administrative Shares, Investor Shares and Participant Shares
shall be subject to an annual distribution and service fee at the rate set
forth on Schedule B attached hereto, pursuant to a Service Plan adopted in
accordance with Rule 12b-1 under the 1940 Act.
Institutional Shares shall be subject to an annual service fee at
the rate of up to .25% of the value of the average daily net assets of
Institutional Shares, pursuant to a Shareholder Services Plan.
4. Expense Allocation: The following expenses shall be
allocated, to the extent practicable, on a Class-by-Class basis: (a) fees
under the Service Plan and Shareholder Services Plan; (b) printing and
postage expenses related to preparing and distributing materials, such as
shareholder reports, prospectuses and proxies, to current shareholders of a
specific Class; (c) the expense of administrative personnel and services as
required to support the shareholders of a specific Class; (d) litigation or
other legal expenses relating solely to a specific Class; (e) transfer agent
fees identified by the Fund's transfer agent as being attributable to a
specific Class; and (f) Board members' fees incurred as a result of issues
relating to a specific Class.
5. Exchange Privileges: Shares of a Class shall be exchangeable
only for (a) shares of the same Class of other investment companies managed
or administered by The Dreyfus Corporation or its affiliates as specified
from time to time and (b) shares of certain other Classes of such investment
companies or shares of certain other investment companies specified from
time to time.
Dated: May 11, 1995
Revised: November 4, 1999
SCHEDULE A
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management Funds
- --Dreyfus Government Cash Management
- --Dreyfus Government Prime Cash Management
Dreyfus Institutional Short Term Treasury Fund(1)
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
SCHEDULE B
Fee as a percentage
of average the daily
Name of Class net assets of the Class
Administrative Shares .10%
Investor Shares .25%
Participant Shares .40%
_______________________________
1 Institutional Shares and Investor Shares only.
DISTRIBUTION AGREEMENT
DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended November 4, 1999
Premier Mutual Fund Services, Inc.
60 State Street
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund") has
agreed that you shall be, for the period of this agreement, the distributor
of (a) shares of each Series of the Fund set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time (each, a "Series") or (b) if
no Series are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized shares of the
relevant Series, if any, and otherwise shall mean the Fund's authorized
shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares covered
by, and in accordance with, the registration statement and prospectus then
in effect under the Securities Act of 1933, as amended, and will transmit
promptly any orders received by you for purchase or redemption of Shares to
the Transfer and Dividend Disbursing Agent for the Fund of which the Fund
has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the
sale of Shares. It is contemplated that you will enter into sales or
servicing agreements with securities dealers, financial institutions and
other industry professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your own behalf
as principal.
1.3 You shall act as distributor of Shares in compliance with all
applicable laws, rules and regulations, including, without limitation, all
rules and regulations made or adopted pursuant to the Investment Company Act
of 1940, as amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange Act of 1934,
as amended.
1.4 Whenever in their judgment such action is warranted by
market, economic or political conditions, or by abnormal circumstances of
any kind, the Fund's officers may decline to accept any orders for, or make
any sales of, any Shares until such time as they deem it advisable to accept
such orders and to make such sales and the Fund shall advise you promptly of
such determination.
1.5 The Fund agrees to pay all costs and expenses in connection
with the registration of Shares under the Securities Act of 1933, as
amended, and all expenses in connection with maintaining facilities for the
issue and transfer of Shares and for supplying information, prices and other
data to be furnished by the Fund hereunder, and all expenses in connection
with the preparation and printing of the Fund's prospectuses and statements
of additional information for regulatory purposes and for distribution to
shareholders; provided, however, that nothing contained herein shall be
deemed to require the Fund to pay any of the costs of advertising the sale
of Shares.
1.6 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take all actions which may
be reasonably necessary in the discretion of the Fund's officers in
connection with the qualification of Shares for sale in such states as you
may designate to the Fund and the Fund may approve, and the Fund agrees to
pay all expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your own
qualification as a dealer under state or Federal laws and, except as
otherwise specifically provided in this agreement, all other expenses
incurred by you in connection with the sale of Shares as contemplated in
this agreement.
1.7 The Fund shall furnish you from time to time, for use in
connection with the sale of Shares, such information with respect to the
Fund or any relevant Series and the Shares as you may reasonably request,
all of which shall be signed by one or more of the Fund's duly authorized
officers; and the Fund warrants that the statements contained in any such
information, when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with: (a) semi-
annual reports and annual audited reports of the Fund's books and accounts
made by independent public accountants regularly retained by the Fund,
(b) quarterly earnings statements prepared by the Fund, (c) a monthly
itemized list of the securities in the Fund's or, if applicable, each
Series' portfolio, (d) monthly balance sheets as soon as practicable after
the end of each month, and (e) from time to time such additional information
regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements
and prospectuses filed by the Fund with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, with respect to the Shares have
been carefully prepared in conformity with the requirements of said Acts and
rules and regulations of the Securities and Exchange Commission thereunder.
As used in this agreement the terms "registration statement" and
"prospectus" shall mean any registration statement and prospectus, including
the statement of additional information incorporated by reference therein,
filed with the Securities and Exchange Commission and any amendments and
supplements thereto which at any time shall have been filed with said
Commission. The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement becomes
effective, will contain all statements required to be stated therein in
conformity with said Acts and the rules and regulations of said Commission;
that all statements of fact contained in any such registration statement and
prospectus will be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any prospectus
when such registration statement becomes effective will include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.
The Fund may but shall not be obligated to propose from time to time such
amendment or amendments to any registration statement and such supplement or
supplements to any prospectus as, in the light of future developments, may,
in the opinion of the Fund's counsel, be necessary or advisable. If the
Fund shall not propose such amendment or amendments and/or supplement or
supplements within fifteen days after receipt by the Fund of a written
request from you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such amendments are
made. The Fund shall not file any amendment to any registration statement
or supplement to any prospectus without giving you reasonable notice thereof
in advance; provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such amendments
to any registration statement and/or supplements to any prospectus, of
whatever character, as the Fund may deem advisable, such right being in all
respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form
furnished to you from time to time, in connection with the sale of Shares.
The Fund agrees to indemnify, defend and hold you, your several officers and
directors, and any person who controls you within the meaning of Section 15
of the Securities Act of 1933, as amended, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) which you, your officers
and directors, or any such controlling person, may incur under the
Securities Act of 1933, as amended, or under common law or otherwise,
arising out of or based upon any untrue statement, or alleged untrue
statement, of a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or alleged
omission, to state a material fact required to be stated in either any
registration statement or any prospectus or necessary to make the statements
in either thereof not misleading; provided, however, that the Fund's
agreement to indemnify you, your officers or directors, and any such
controlling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or alleged
untrue statement or omission or alleged omission made in any registration
statement or prospectus in reliance upon and in conformity with written
information furnished to the Fund by you specifically for use in the
preparation thereof. The Fund's agreement to indemnify you, your officers
and directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Fund at
its address set forth above within ten days after the summons or other first
legal process shall have been served. The failure so to notify the Fund of
any such action shall not relieve the Fund from any liability which the Fund
may have to the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Fund's indemnity agreement contained in
this paragraph 1.9. The Fund will be entitled to assume the defense of any
suit brought to enforce any such claim, demand or liability, but, in such
case, such defense shall be conducted by counsel of good standing chosen by
the Fund and approved by you. In the event the Fund elects to assume the
defense of any such suit and retain counsel of good standing approved by
you, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Fund does not elect to assume the defense of any such suit, or in case you
do not approve of counsel chosen by the Fund, the Fund will reimburse you,
your officers and directors, or the controlling person or persons named as
defendant or defendants in such suit, for the fees and expenses of any
counsel retained by you or them. The Fund's indemnification agreement
contained in this paragraph 1.9 and the Fund's representations and
warranties in this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of you, your
officers and directors, or any controlling person, and shall survive the
delivery of any Shares. This agreement of indemnity will inure exclusively
to your benefit, to the benefit of your several officers and directors, and
their respective estates, and to the benefit of any controlling persons and
their successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund or any of its
officers or Board members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its
several officers and Board members, and any person who controls the Fund
within the meaning of Section 15 of the Securities Act of 1933, as amended,
free and harmless from and against any and all claims, demands, liabilities
and expenses (including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in connection
therewith) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933, as amended,
or under common law or otherwise, but only to the extent that such liability
or expense incurred by the Fund, its officers or Board members, or such
controlling person resulting from such claims or demands, shall arise out of
or be based upon any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and used in the
answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus, or shall arise out of or be
based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such information
not misleading. Your agreement to indemnify the Fund, its officers and
Board members, and any such controlling person, as aforesaid, is expressly
conditioned upon your being notified of any action brought against the Fund,
its officers or Board members, or any such controlling person, such
notification to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or other first
legal process shall have been served. You shall have the right to control
the defense of such action, with counsel of your own choosing, satisfactory
to the Fund, if such action is based solely upon such alleged misstatement
or omission on your part, and in any other event the Fund, its officers or
Board members, or such controlling person shall each have the right to
participate in the defense or preparation of the defense of any such action.
The failure so to notify you of any such action shall not relieve you from
any liability which you may have to the Fund, its officers or Board members,
or to such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise than on
account of your indemnity agreement contained in this paragraph 1.10. This
agreement of indemnity will inure exclusively to the Fund's benefit, to the
benefit of the Fund's officers and Board members, and their respective
estates, and to the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any litigation
or proceedings against you or any of your officers or directors in
connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under
any of the provisions of this agreement and no orders for the purchase or
sale of such Shares hereunder shall be accepted by the Fund if and so long
as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions
of the Securities Act of 1933, as amended, or if and so long as a current
prospectus as required by Section 10 of said Act, as amended, is not on file
with the Securities and Exchange Commission; provided, however, that nothing
contained in this paragraph 1.11 shall in any way restrict or have an
application to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of the Fund's
prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement or
prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the effectiveness
of the registration statement or prospectus then in effect or the
initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue
any statement of a material fact made in the registration
statement or prospectus then in effect or which requires the
making of a change in such registration statement or prospectus in
order to make the statements therein not misleading; and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to any registration
statement or prospectus which may from time to time be filed with
the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you shall be
offered for sale at a price per share (the "offering price") approximately
equal to (a) their net asset value (determined in the manner set forth in
the Fund's charter documents) plus (b) a sales charge, if any and except to
those persons set forth in the then-current prospectus, which shall be the
percentage of the offering price of such Shares as set forth in the Fund's
then-current prospectus. The offering price, if not an exact multiple of
one cent, shall be adjusted to the nearest cent. In addition, Shares of any
class of the Fund offered for sale by you may be subject to a contingent
deferred sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent deferred
sales charge in respect of the Shares. Any payments to dealers shall be
governed by a separate agreement between you and such dealer and the Fund's
then-current prospectus.
3. Term
This agreement shall continue until the date (the "Reapproval
Date") set forth on Exhibit A hereto (and, if the Fund has Series, a
separate Reapproval Date shall be specified on Exhibit A for each Series),
and thereafter shall continue automatically for successive annual periods
ending on the day (the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at least annually
by (i) the Fund's Board or (ii) vote of a majority (as defined in the
Investment Company Act of 1940) of the Shares of the Fund or the relevant
Series, as the case may be, provided that in either event its continuance
also is approved by a majority of the Board members who are not "interested
persons" (as defined in said Act) of any party to this agreement, by vote
cast in person at a meeting called for the purpose of voting on such
approval. This agreement is terminable without penalty, on 60 days' notice,
by vote of holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the Fund's Board as
to the Fund or the relevant Series, as the case may be. This agreement is
terminable by you, upon 270 days' notice, effective on or after the fifth
anniversary of the date hereof. This agreement also will terminate
automatically, as to the Fund or relevant Series, as the case may be, in the
event of its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you shall not
perform any services for any entity other than a "Mellon Entity," such term
being defined as any entity that is advised or administered by a direct or
indirect subsidiary of the Mellon Financial Corporation. The Fund
acknowledges that the persons employed by you to assist in the performance
of your duties under this agreement may not devote their full time to such
service and, subject to the preceding sentence, nothing contained in this
agreement shall be deemed to limit or restrict your or any of your
affiliates right to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
5. Miscellaneous
This agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund.
The obligations of this agreement shall only be binding upon the assets and
property of the Fund and shall not be binding upon any Board member, officer
or shareholder of the Fund individually.
Please confirm that the foregoing is in accordance with your
understanding and indicate your acceptance hereof by signing below,
whereupon it shall become a binding agreement between us.
Very truly yours,
DREYFUS INSTITUTIONAL SHORT TERM
TREASURY FUND
By: _______________________
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:_______________________________
EXHIBIT A
Reapproval Date Reapproval Day
February 28, 2000 February 28th
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Counsel and Independent Auditors" and to the use of our
report dated November 1, 1999, which is incorporated by reference, in this
Registration Statement (Form N-1A 33-50379) of Dreyfus Institutional Short-
Term Treasury Fund.
ERNST & YOUNG LLP
New York, New York
Janaury 28, 2000
