485BPOS 1 lp1-721.txt POST-EFFECTIVE NO. 9 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. 9 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 9 [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) ---- X on February 1, 2002 pursuant to paragraph (b) ---- 60 days after filing pursuant to paragraph (a)(1) ---- ON (DATE) pursuant to paragraph (a)(1) --------------- ---- 75 days after filing pursuant to paragraph (a)(2) ---- ON (DATE) pursuant to paragraph (a)(2) of Rule 485 --------------- ---- If appropriate, check the following box: this post-effective amendment designates a new effective date for a previously filed post-effective amendment. ---- Dreyfus Institutional Short Term Treasury Fund Seeks current income with minimum fluctuation of principal PROSPECTUS February 1, 2002 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. The Fund Dreyfus Institutional Short Term Treasury Fund --------------------------------------------- Ticker Symbols INSTITUTIONAL SHARES: DRIAX INVESTOR SHARES: DRIBX Contents The Fund -------------------------------------------------------------------------------- Goal/Approach INSIDE COVER Main Risks 1 Past Performance 2 Expenses 3 Management 4 Financial Highlights 5 Investor Account Information -------------------------------------------------------------------------------- Account Policies 6 Distributions and Taxes 7 Services for Fund Investors 8 Instructions for Accounts 9 For More Information -------------------------------------------------------------------------------- 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. MAIN RISKS The fund's principal risks are described below. Although the fund seeks to maintain minimum fluctuation of principal value, it is possible to lose money by investing in the fund. INTEREST RATE RISK. Prices of bonds tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect bond prices and, accordingly, the fund's share price. The longer the fund's maturity, the more its share price is likely to react to interest rates. CREDIT RISK. Failure of an issuer to make timely interest or principal payments, or a decline or perception of a decline in the credit quality of a bond, can cause a bond's price to fall, potentially lowering the fund's share price. Securities issued by the U.S. Treasury generally present minimal credit risk. However, repurchase agreements, in which the fund may enter, 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. PRICE FLUCTUATION. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to 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. Other potential risks 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. In connection with such loans, the fund will receive collateral from the borrower equal to at least 100% of the value of the loaned securities. Should the borrower of the securities fail financially, the fund may experience delays in recovering the loaned securities or exercising its rights in the collateral. The fund, at times, may also engage in short-term trading, which could increase the fund's transaction costs and taxable distributions, lowering its after-tax performance accordingly. The fund can buy securities with borrowed money (a form of leverage), which could have the effect of magnifying the fund's gains or losses. The Fund 1 PAST PERFORMANCE The bar chart and table below show some of the risks of investing in the fund. The bar chart shows the changes in the performance of the fund's Institutional shares from year to year. The 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. All returns assume reinvestment of dividends and distributions. Of course, past performance is no guarantee of future results. -------------------------------------------------------------------------------- Year-by-year total return AS OF 12/31 EACH YEAR (%) 3.57 10.00 4.94 6.28 6.90 2.88 7.36 7.32 92 93 94 95 96 97 98 99 00 01 INSTITUTIONAL SHARES BEST QUARTER: Q2 '95 +3.31% WORST QUARTER: Q1 '94 +0.25% -------------------------------------------------------------------------------- Average annual total return AS OF 12/31/01 Since inception 1 Year 5 Years (10/29/93) ------------------------------------------------------------------------------------------------------------------------------------ INSTITUTIONAL SHARES 7.32% 6.13% 6.04% INVESTOR SHARES 7.55% 5.97% 5.91% MERRILL LYNCH GOVERNMENTS, U.S. TREASURY, SHORT-TERM INDEX 8.30% 6.59% 6.07%* * FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 10/31/93 IS USED AS THE BEGINNING VALUE ON 10/29/93.
What this fund is -- and isn't This fund is a mutual fund: a pooled investment that is professionally managed and gives investors 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. Investors could lose money in this fund, but they also have the potential to make money. 2 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 -------------------------------------------------------------------------------- ANNUAL FUND OPERATING EXPENSES % OF AVERAGE DAILY NET ASSETS Management fees 0.20 0.20 Rule 12b-1 (distribution and service) fee NONE 0.25 Other expenses NONE NONE -------------------------------------------------------------------------------- TOTAL 0.20 0.45 Expense example Institutional Investor shares shares -------------------------------------------------------------------------------- 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: the fee paid to the fund's distributor for distributing Investor shares, servicing Investor shares accounts, advertising and marketing related to Investor shares. Because this fee is paid out of the fund's assets on an ongoing basis, over time it will increase the cost of an investment in Investor shares and may cost an investor 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 to do so at least through September 30, 2002. The Fund 3 MANAGEMENT The fund's investment adviser is The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. For the past fiscal year, the fund paid Dreyfus a management fee at the annual rate of 0.20% of the fund's average daily net assets. Founded in 1947, Dreyfus manages more than $189 billion in over 190 mutual fund portfolios. Dreyfus is the primary mutual fund business of Mellon Financial Corporation, a global financial services company with approximately $2.6 trillion of assets under management, administration or custody, including approximately $592 billion under management. Mellon provides wealth management, global investment services and a comprehensive array of banking services for individuals, businesses and institutions. Mellon is headquartered in Pittsburgh, Pennsylvania. The fund's primary portfolio manager is Gerald E. Thunelius. He has held that position since June 1994 and has been employed by Dreyfus since May 1989. The fund, Dreyfus and Dreyfus Service Corporation (the fund's distributor) have each adopted a code of ethics that permits its personnel, subject to such code, to invest in securities, including securities that may be purchased or held by the fund. The Dreyfus code of ethics restricts the personal securities transactions of its employees, and requires portfolio managers and other investment personnel to comply with the code's preclearance and disclosure procedures. Its primary purpose is to ensure that personal trading by Dreyfus employees does not disadvantage any Dreyfus-managed fund. 4 FINANCIAL HIGHLIGHTS The following tables describe the performance of each share class for the fiscal periods indicated. "Total return" shows how much an investment in the fund would have increased (or decreased) during each period, assuming reinvestment of all dividends and distributions. These figures have been independently audited by Ernst & Young LLP, whose report, along with the fund's financial statements, is included in the annual report, which is available upon request. YEAR ENDED SEPTEMBER 30, INSTITUTIONAL SHARES 2001 2000 1999 1998 1997(1) ------------------------------------------------------------------------------------------------------------------------------------ PER-SHARE DATA ($) Net asset value, beginning of period 1.96 1.96 2.01 1.98 1.98 Investment operations: Investment income -- net .10 .11 .11 .12 .12 Net realized and unrealized gain (loss) on investments .08 -- (.05) .03 -- Total from investment operations .18 .11 .06 .15 .12 Distributions: Dividends from investment income -- net (.10) (.11) (.11) (.12) (.12) Net asset value, end of period 2.04 1.96 1.96 2.01 1.98 Total return (%) 9.41 5.68 2.92 7.56 6.23 ------------------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA Ratio of expenses to average net assets (%) .20 .20 .20 .20 .20 Ratio of net investment income to average net assets (%) 5.00 5.55 5.39 5.81 6.04 Portfolio turnover rate (%) 1,614.08 871.42 823.06 756.50 952.81 ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period ($ x 1,000) 16,697 15,881 31,860 65,163 118,102 (1) EFFECTIVE FEBRUARY 2, 1997, CLASS A SHARES WERE REDESIGNATED AS INSTITUTIONAL SHARES. YEAR ENDED SEPTEMBER 30, INVESTOR SHARES 2001 2000 1999 1998 1997(1) ------------------------------------------------------------------------------------------------------------------------------------ PER-SHARE DATA ($) Net asset value, beginning of period 1.97 1.97 2.02 1.99 1.99 Investment operations: Investment income -- net .10 .10 .10 .11 .12 Net realized and unrealized gain (loss) on investments .09 -- (.05) .03 -- Total from investment operations .19 .10 .05 .14 .12 Distributions: Dividends from investment income -- net (.10) (.10) (.10) (.11) (.12) Net asset value, end of period 2.06 1.97 1.97 2.02 1.99 Total return (%) 9.66 5.42 2.68 7.30 5.97 ------------------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA Ratio of expenses to average net assets (%) .45 .45 .45 .45 .45 Ratio of net investment income to average net assets (%) 4.70 5.30 5.16 5.57 5.83 Portfolio turnover rate (%) 1,614.08 871.42 823.06 756.50 952.81 ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period ($ x 1,000) 7,088 4,722 14,643 10,296 35,296 (1) EFFECTIVE FEBRUARY 2, 1997, CLASS B SHARES WERE REDESIGNATED AS INVESTOR SHARES.
The Fund 5 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 that are not provided to holders of Institutional shares. These services are provided pursuant to a Service Plan and generally 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) on days the exchange is open for regular business. 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 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. -------------------------------------------------------------------------------- Minimum investments Initial Additional -------------------------------------------------------------------------------- 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, Dreyfus Institutional Yield Advantage Fund and the Dreyfus Cash Management Funds listed below; or (b) the investor has, in the opinion of Dreyfus Institutional Services Division, adequate intent and availability of assets to reach a future level of investment of $10,000,000 among the funds identified below. The Dreyfus Cash Management Funds include: (pound) Dreyfus Cash Management (pound) Dreyfus Cash Management Plus, Inc. (pound) Dreyfus Government Cash Management (pound) Dreyfus Government Prime Cash Management (pound) Dreyfus New York Municipal Cash Management (pound) Dreyfus Municipal Cash Management Plus (pound) Dreyfus Tax Exempt Cash Management (pound) Dreyfus Treasury Cash Management (pound) Dreyfus Treasury Prime Cash Management 6 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: (pound) change or discontinue its exchange privilege, or temporarily suspend the privilege during unusual market conditions (pound) change its minimum investment amounts (pound) delay sending out redemption proceeds for up to seven days (generally applies only in cases of very large redemptions or during unusual market conditions) The fund also may make a "redemption in kind" -- payment in portfolio 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-advantaged 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: -------------------------------------------------------------------------------- Taxability of distributions Type of Tax rate for Tax rate for distribution 15% bracket 28% bracket or above -------------------------------------------------------------------------------- INCOME ORDINARY ORDINARY DIVIDENDS INCOME RATE INCOME RATE SHORT-TERM ORDINARY ORDINARY CAPITAL GAINS INCOME RATE INCOME RATE LONG-TERM CAPITAL GAINS 8%/10% 18%/20% Dividends attributable to interest from direct obligations of the United States currently are not subject to personal income tax. Dividends attributable to interest from the entry into repurchase agreements may be subject to state tax. Investor Account Information 7 DISTRIBUTIONS AND TAXES (CONTINUED) 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-advantaged 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 at left 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; the lower rate shown applies to shares held for more than five years and, for the 28% or above tax rate bracket, purchased after December 31, 2000. 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 Dreyfus Institutional Yield Advantage Fund or the Dreyfus Cash Management Funds listed under "Account Policies" in this prospectus. These funds 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 Dreyfus Institutional Yield Advantage Fund or the Dreyfus Cash Management Funds listed under "Account Policies" in this prospectus, 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. 8 INSTRUCTIONS FOR ACCOUNTS TO OPEN AN ACCOUNT By Telephone WIRE Transmit your investment to The Bank of New York, with these instructions: * ABA# 021000018 * DDA# 8900118458 * the fund name * fund number: Institutional shares: 721 Investor shares: 680 * the investor's tax ID or Social Security number * account registration * dealer code (if applicable) Attn: Lion System Call us to obtain an account number. Return a completed application. Via Computer Facilities Access Lion Remote System, input new account data and retrieve account number for your records. TO ADD TO AN ACCOUNT WIRE Transmit your investment to The Bank of New York, with these instructions * ABA# 021000018 * DDA# 8900118458 * fund number: Institutional shares: 721 Investor shares: 680 * the fund name * account number * account registration * dealer code (if applicable) Attn: Lion System 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. Investor Account Information 9 For More Information Dreyfus Institutional Short Term Treasury Fund -------------------------------------- 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 1-888-454-6642 BY MAIL Write to: The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard Uniondale, NY 11556-0144 BY E-MAIL Send your request to info@dreyfus.com ON THE INTERNET Text-only versions of certain fund documents can be viewed online or downloaded from: SEC http://www.sec.gov DREYFUS http://www.dreyfus.com You can also obtain copies, after paying a duplicating fee, by visiting the SEC's Public Reference Room in Washington, DC (for information, call 1-202-942-8090) or by E-mail request to publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, Washington, DC 20549-0102. (c) 2002 Dreyfus Service Corporation 721P0202 ------------------------------------------------------------------------------ DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND INSTITUTIONAL SHARES AND INVESTOR SHARES STATEMENT OF ADDITIONAL INFORMATION FEBRUARY 1, 2002 ------------------------------------------------------------------------------ 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, 2002, 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-9 HOW TO BUY SHARES.......................................................B-12 SERVICE PLAN............................................................B-13 SHAREHOLDER SERVICES PLAN...............................................B-14 HOW TO REDEEM SHARES....................................................B-15 SHAREHOLDER SERVICES....................................................B-15 DETERMINATION OF NET ASSET VALUE........................................B-16 DIVIDENDS, DISTRIBUTIONS AND TAXES......................................B-17 PORTFOLIO TRANSACTIONS..................................................B-18 PERFORMANCE INFORMATION.................................................B-18 INFORMATION ABOUT THE FUND..............................................B-19 Counsel and Independent Auditors........................................B-20 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 (other than U.S. Government securities) of any single issuer. The Dreyfus Corporation (the "Manager") serves as the Fund's investment adviser. Dreyfus Service Corporation (the "Distributor") is the distributor of the Fund's shares. CERTAIN PORTFOLIO SECURITIES The following information supplements and should be read in conjunction with the Fund's Prospectus. 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 Dreyfus Service Corporation.................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 JOSEPHS. DIMARTINO, CHAIRMAN OF THE BOARD. Since January 1995, Chairman of the Board of various funds in the Dreyfus Family of Funds. He also is A DIRECTOR OF THE MUSCULAR DYSTROPHY ASSOCIATION, PLAN VISTA CORPORATION (FORMERLY, HEALTHPLAN SERVICES), 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; Century Business Services, Inc., a provider of various outsourcing functions for small and medium sized COMPANIES; The Newark Group, a privately held company providing a national network of paper recovery facilities, paperboard mills and PAPERBOARD CONVERTING PLANTS; and QuikCAT.com, Inc., a private company engaged in the development of high speed movement, routing, storage and ENCRYPTION OF DATA ACROSS ALL MODES OF DATA TRANSPORT. PRIOR to January 1995, he was President, a director and, until August 1994, Chief Operating Officer of the Manager and Executive Vice President and A DIRECTOR OF THE DISTRIBUTOR. FROM AUGUST 1994 TO December 1994, he WAS A DIRECTOR OF MELLON FINANCIAL CORPORATION. HE IS 58 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 The International Executive Services Corps. She is also Vice Chairman of the Citizens Network for Foreign Affairs and a member of the Council on Foreign Relations. From 1987 to 2000, Mrs. Benson was a director of COMSAT Corporation and was a Trustee of the Alfred P. Sloan Foundation from 1975 to 1977 and from 1981 to 2000. She was also a member of the Board of Trustees of Lafayette College from 1985 to 2000 for which she served as Vice Chairman of the Board of Trustees from 1990 to 2000. From 1980 to 1994, Mrs. Benson was a director of The Grumman Corporation; from 1990 to 1998, she was a director of General RE Corporation; and from 1987 to 1999, she was a director of Logistics Management Institute. 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 74 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 65 years old and his address is Box 654, Eastham, Massachusetts 02642. 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 74 years old and his address is 25 Central Park West, New York, New York 10023. WHITNEY I. GERARD, BOARD MEMBER. Partner of the New York City law firm of CHADBOURNE & PARKE LLP. HE IS 67 years old and his address is 30 Rockefeller Plaza, New York, New York 10112. 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 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) and New Russia Fund. HE IS A FORMER PRESIDENT OF THE HARVARD BOARD OF OVERSEERS. HE IS 75 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. HE IS 68 years old and his address is 1775 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. Currently, The Fund pays its Board members its allocated portion of an annual retainer of $45,000 and a per meeting fee of $5,000 (with a minimum of $500 per meeting and per telephone meeting) attended for the Fund and 10 other Funds (comprised of 14 portfolios) in The Dreyfus Family of Funds, and reimburses them for their expenses. The Chairman of the Board receives an additional 25% of such compensation. Emeritus Board members, if any, are entitled to receive an annual retainer and 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, 2001, and by all funds in the Dreyfus Family of Funds for which such person is a Board member (the number of portfolios of such funds is set forth in parenthesis next to each Board member's total compensation)* for the year ended December 31, 2001, pursuant to the compensation schedule then in effect, are set forth below: Total Compensation Aggregate From Fund and Name of Board Compensation Fund Complex MEMBER** FROM FUND*** PAID TO BOARD MEMBER ------------------- -------------- -------------------- JOSEPH S. DIMARTINO $132 $810,312.50 (190) LUCY WILSON BENSON $100 $116,500.00 (34) DAVID W. BURKE $100 $259,000.00 (59) MARTIN D. FIFE $100 $70,500.00 (16) WHITNEY I. GERARD $100 $70,500.00 (16) ARTHUR A. HARTMAN $93 $70,000.00 (16) GEORGE L. PERRY $100 $70,500.00 (16) --------------------- * Represents the number of separate portfolios comprising the investment companies in the Fund Complex, including the Fund, for which the Board member serves. ** PAUL D. WOLFOWITZ RESIGNED AS A BOARD MEMBER EFFECTIVE MARCH 1, 2000. The aggregate compensation he received from the Fund for the fiscal YEAR ENDED SEPTEMBER 30, 2001 AMOUNTED TO $47. The total compensation BY ALL FUNDS IN THE DREYFUS FAMILY OF FUNDS FOR WHICH MR. WOLFOWITZ WAS A BOARD MEMBER FOR THE YEAR ENDED DECEMBER 31, 2001 amounted to $10,406.77 FOR 13 separate portfolios. *** Amount does not include reimbursed expenses for attending Board MEETINGS, WHICH AMOUNTED TO $1,033.72 for all Board members as a group. OFFICERS OF THE FUND STEPHEN E. CANTER, President. Chairman of the Board, Chief Executive Officer, President, and Chief Operating Officer of the Manager, and an officer OF 92 investment companies (comprised of 183 portfolios) managed by the Manager. Mr. Canter also is a Director or and Executive Committee Member of the other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. HE IS 56 years old. CHARLES CARDONA, Executive Vice President. Executive Vice President of the Distributor, President of Dreyfus Institutional Services Division, a division of the Distributor, and an officer of 11 investment companies (comprised of 13 portfolios) managed by the Manager. He IS 46 years old. MARK N. JACOBS, Vice President. Executive Vice President, Secretary and General Counsel of the Manager, and an officer of 94 investment companies (comprised of 196 portfolios) managed by the Manager. He is 55 years old. JAMES WINDELS, Treasurer. Senior Accounting Manager - Equity Funds of the Manager, and an officer of 94 investment companies (comprised of 196 portfolios) managed by the Manager. He is 43 years old. MICHAEL A. ROSENBERG, Secretary. Associate General Counsel of the Manager, and an officer of 93 investment companies (comprised of 180 portfolios) managed by the Manager. HE IS 42 years old. STEVEN F. NEWMAN, Secretary. Associate General Counsel and Assistant Secretary of the Manager, and an officer of 94 investment companies (comprised of 196 portfolios) managed by the Manager. HE IS 52 years old. ROBERT R. MULLERY, Assistant Secretary. Assistant General Counsel of the Manager, and an officer of 20 investment companies (comprised of 39 portfolios) managed by the Manager. HE IS 50 years old. WILLIAM MCDOWELL, Assistant Treasurer. Senior Accounting Manager - Taxable Fixed Income of the Manager, and an officer of other investment companies managed by the Manager. He is 42 years old. KENNETH J. SANDGREN, Assistant Treasurer. Mutual Funds Tax Director of the Manager, and an officer of 94 investment companies (comprised of 196 portfolios) managed by the Manager. He is 47 years old. The address of each officer of the Fund is 200 Park Avenue, New York, New York 10166. The Fund's Board members and officers, as a group, owned less than 1% OF THE FUND'S OUTSTANDING SHARES ON JANUARY 22, 2002. The following persons are known by the Fund to own of record 5% or more OF THE FUND'S OUTSTANDING SHARES ON JANUARY 22, 2002: Institutional Shares -McWood & Co., First Citizens Bank and Trust, P.O. Box 29522, Raleigh, NC 27626-0522 - 59.0482%; AI Leasing II Inc., 198 Van Buren St., STE 300, Herndon, VA 20170-5338 - 15.5123%. Investor Shares - Jore International Inc., 6700 W. Marginal Way SW, Seattle, WA 98106-1930-15.2706%; Victoria Towing, Inc., 6700 W. Marginal Way SW, SEattle, WA 98106-1930 - 13.2558%;- Lynspen & CO., P.O. Box 830804, Birmingham, AL 35283-0804 - 10.3035%; National Investors Servces Corp., 55 Water St., 32nd FL, New York, NY 10041-0028 - 9.9793%; The Community Foundation for Greater Atlantic/NC, The Hurt Building Ste. 449, Atlanta, GA 30303 - 7.8716%; City of Naples, 735 8th ST. S, Naples, FL 34102-6796 - 6.0481%. MANAGEMENT ARRANGEMENTS INVESTMENT ADVISER. The Manager is a wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Financial Corporation ("Mellon"). Mellon is a global multibank financial holding company incorporated under Pennsylvania law in 1971 and registered under the Federal Bank Holding Company Act of 1956, as amended. Mellon provides a comprehensive range of financial products and services in domestic and selected international markets. Mellon is among the twenty largest bank holding companies in the United States based on total assets. The Manager provides management services pursuant to the Management Agreement (the "Agreement") between the Fund and the Manager. The Agreement is subject to annual approval by (i) the Fund's Board or (ii) vote of a majority (as defined in the 1940 Act) of the 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 60 days' notice, by the Fund's Board or by vote of the holders of a majority of the Fund's outstanding voting securities, 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: Stephen E. Cantor, Chairman of the Board, Chief Executive Officer and Chief Operating Officer; Thomas F. Eggers, President, and a Director; Stephen R. Byers, Chief Investment Officer, Vice Chairman and a director; Lawrence S. Kash, Vice Chairman; Michael G. Millard, Vice Chairman and a Director; J. David Officer, Vice Chairman and a director; Ronald P. O'Hanley III, Vice Chairman and a Director; Mark N. Jacobs, Executive Vice President, GeneraL Counsel and Secretary; Diane P. Durnin, Senior Vice President; Patrice M. Kozlowski, Senior Vice President--Corporate Communications; Mary Beth Leibig, Vice President--human Resources; Theodore A. Schachar, Vice President - Tax; Wendy Strutt, Vice President; Ray Van Cott, Vice President--information SYSTEMS; William H. Maresca, Controller; James Bitetto, Assistant Secretary; Steven F. Newman, Assistant Secretary; and Mandell L. Berman, Steven G. Elliot, David F. Lamere, Martin G. 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. The Manager's Code of Ethics subjects its employees' personal securities transactions to various restrictions to ensure that such trading does not disadvantage any fund advised by the Manager. In that regard, portfolio managers and other investment personnel of the Manager must preclear and report their personal securities transactions and holdings, which are reviewed for compliance with the Code of Ethics, and are also subject to the oversight of Mellon's Investment Ethics Committee. Portfolio managers and other investment personnel who comply with the preclearance and disclosure procedures of the Code of Ethics 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, 1999, 2000 AND 2001 AMOUNTED TO $129,405, $72,636, AND $42,162 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. The Distributor, a wholly-owned subsidiary of the Manager located at 200 Park Avenue, New York, New York 10166, serves as the Fund's distributor on a best efforts basis pursuant to an agreement with the Fund 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 9263, BOSTON, MA 02205-8501, 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 INSTITUTIONAL YIELD ADVANTAGE 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., EASTERN TIME), ON DAYS THE NEW YORK STOCK EXCHANGE IS OPEN FOR REGULAR 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. For 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 pays the Distributor for distributing Investor Shares, 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. The Distributor 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. The Distributor 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, 2001, THE TOTAL AMOUNT PAID BY THE FUND WAS $14,319 for payments made to Service Agents for distributing Investor 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 the Distributor 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 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 for Institutional Shares. The Manager, and not the Fund, reimburses the Distributor 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, 2001, 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 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. 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 Institutional Yield Advantage Fund, 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 and policies 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 Institutional Yield Advantage Fund, 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 as a "regulated investment company" under the Code for the fiscal year ended September 30, 2001. The Fund intends to continue to so qualify if such qualification is in the best interests of its shareholders. As a regulated investment company, the Fund will pay no Federal income tax on net investment income and net realized securities gains to the extent that such income and gains are distributed to shareholders in accordance with applicable provisions of the Code. To qualify as a regulated investment company, the Fund must distribute at least 90% of its net income (consisting of net investment income and net short-term capital gain) to its shareholders and meet certain asset diversification and other requirements. 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. The term "regulated investment company" does not imply the supervision of management or investment practices or policies by any government agency. 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. 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 Manager's opinion 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, 2001, the Fund's current yield was 2.88% for Institutional Shares AND 2.61% 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 one year period ended September 30, 2001, the Fund's average annual total return for Institutional Shares was 9.41%, and for Investor Shares was 9.66%. For the five year period ended September 30, 2001, the Fund's average annual total return for Institutional Shares was 6.34%, and for Investor Shares was 6.18%. The Fund's average annual total return from inception (October 29, 1993) for Institutional Shares was 6.18%, and for Investor Shares was 6.05%. 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 cumulative total return for the period October 29, 1993 (commencement of operations) through September 30, 2001, was 60.80% for Institutional Shares and 59.22% 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), 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 indexes and industry publications. From time to time, advertising materials for the Fund may refer to or discuss current or past business, political, economic or financial conditions, policies, 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 managers and may refer to, or include commentary by a portfolio manager relating to investment strategy, asset growth, current or past business, political, economic or financial conditions and other matters of general interest to investors. From time to time, Fund advertising may include statistical data or general discussions about retirement and investing for retirement and the growth and development of Dreyfus Retirement Services (in terms of new customers, assets under management, market share, etc.) and its presence in the defined contribution plan market. From time to time, the Fund's performance may be compared with the performance of other instruments, such as certificates of deposit and FDIC-insured bank money market accounts. 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 are incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed on January 31, 2000. (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 is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 8 filed to the Registration Statement on Form N-1A filed on January 29, 2001. (g) Custody Agreement. (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 is incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1a, filed on January 31, 2000. (p) Code of Ethics is incorporated by reference to Exhibit (p) of Post-Effective Amendment No. 8 filed to the Registration Statement on Form N-1A filed on January 29, 2001. Item 23. Exhibits. - List (continued) ------- ----------------------------------------------------- Other Exhibits -------------- (a) Powers of Attorney are incorporated by reference to Other Exhibit (a) of Post-Effective Amendment No. 8 filed to the Registration Statement on Form N-1A filed on January 29, 2001. (b) Certificate of Secretary is incorporated by reference to Other Exhibits (b) of Post-Effective Amendment No. 8 filed to the Registration Statement on Form N-1A filed on January 29, 2001. Item 24. Persons Controlled by or under Common Control with Registrant. ------- -------------------------------------------------------------- Not Applicable Item 25. Indemnification ------- --------------- Reference is made to Article SEVENTH of the Registrant's Declaration of Trust incorporated by reference to 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. The application of these provisions is limited by Article VIII of the Registrant's By-Laws, as amended, filed as Exhibit of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed on January 31, 2000 and by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission: Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. Reference is also made to the Distribution Agreement incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 8 filed to the Registration Statement on Form N-1A filed on January 29, 2001. 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.
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 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 STEPHEN R. BYERS Dreyfus Service Corporation++ Senior Vice President 3/00 - Present Director, Vice Chairman, and Chief Investment Officer STEPHEN E. CANTER Mellon Financial Corporation+ Vice Chairman 6/01 - Present Chairman of the Board, Chief Executive Officer and Dreyfus Investment Chairman of the Board 1/97 - Present Chief Operating Officer Advisors, Inc.++ Director 5/95 - Present President 5/95 - Present Newton Management Limited Director 2/99 - Present London, England Mellon Bond Associates, LLP+ Executive Committee 1/99 - Present Member Mellon Equity Associates, LLP+ Executive Committee 1/99 - Present Member Franklin Portfolio Associates, Director 2/99 - Present LLC* Franklin Portfolio Holdings, Inc.* Director 2/99 - Present The Boston Company Asset Director 2/99 - Present Management, LLC* TBCAM Holdings, Inc.* Director 2/99 - Present Mellon Capital Management Director 1/99 - Present Corporation*** Founders Asset Management, Member, Board of 12/97 - Present LLC**** Managers The Dreyfus Trust Company+++ Director 6/95 - Present Chairman 1/99 - Present President 1/99 - Present Chief Executive Officer 1/99 - Present THOMAS F. EGGERS Dreyfus Service Corporation++ Chief Executive Officer 3/00 - Present President and Director and Chairman of the Board Executive Vice President 4/96 - 3/00 Director 9/96 - Present Founders Asset Management, Member, Board of 2/99 - Present LLC**** Managers Dreyfus Investment Advisors, Inc. Director 1/00 - Present Dreyfus Service Organization, Director 3/99 - Present Inc.++ Dreyfus Insurance Agency of Director 3/99 - Present Massachusetts, Inc. +++ Dreyfus Brokerage Services, Inc. Director 11/97 - 6/98 6500 Wilshire Boulevard, 8th Floor, Los Angeles, CA 90048 STEVEN G. ELLIOTT Mellon Financial Corporation+ Director 1/01 - Present Director Senior Vice Chairman 1/99 - Present Chief Financial Officer 1/90 - Present Mellon Bank, N.A.+ Director 1/01 - Present Senior Vice Chairman 3/98 - Present 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 Mellon Financial Company+ Principal Exec. Officer 1/88 - Present Chief Executive Officer 8/87 - Present Director 8/87 - Present President 8/87 - Present Mellon Overseas Investments Director 4/88 - Present Corporation+ Mellon Financial Services Treasurer 12/87 - Present Corporation #5+ Mellon Financial Markets, Inc.+ Director 1/99 - Present Mellon Financial Services Director 1/99 - Present Corporation #17 Fort Lee, NJ Mellon Mortgage Company Director 1/99 - Present Houston, TX Mellon Ventures, Inc. + Director 1/99 - Present LAWRENCE S. KASH The Dreyfus Trust Company+++ Director 12/94 - Present Vice Chairman Mellon Bank, N.A.+ Executive Vice President 6/92 - Present Boston Group Holdings, Inc.* Director 5/93 - Present President 5/93 - Present DAVID F. LAMERE Mellon Financial Corporation+ Vice Chairman 9/01 - Present Director Wellington-Medford II Properties, President and Director 2/99 - Present Inc. TBC Securities, Inc. President and Director 2/99 - Present Medford, MA The Boston Company, Inc.* Chairman & CEO 1/99 - Present Boston Safe Deposit and Trust Chairman & CEO 1/99 - Present Company Mellon Private Trust Co., N.A. Chairman 4/97 - Present 2875 Northeast 191st Street, Director 4/97 - Present North Miami, FL 33180 Newton Management Limited Director 10/98 - Present London, England Laurel Capital Advisors, LLP+ Executive Committee 8/98 - Present Mellon Bank, N.A.+ Exec. Management Group 8/01 - Present Exec. Vice President 2/99 - 9/01 Mellon Trust of New York National Chairman 4/98 - Present Association 1301 Avenue of the Americas New York, NY 10017 Mellon Trust of California Chairman 2/96 - Present Los Angles, CA Mellon United National Bank Chairman 2/95 - Present 2875 Northeast 191st Street Director 11/98 - Present North Miami, FL 33180 RONALD P. O'HANLEY Mellon Financial Corporation+ Vice Chairman 6/01 - Present Vice Chairman Franklin Portfolio Holdings, Inc.* Director 3/97 - Present Franklin Portfolio Associates, Director 3/97 - Present LLC* Boston Safe Deposit and Trust Executive Committee 1/99 - Present Company* Member Director 1/99 - Present The Boston Company, Inc.* Executive Committee 1/99 - Present Member 1/99 - Present Director Buck Consultants, Inc.++ Director 7/97 - Present Newton Asset Management Limited Executive Committee 10/98 - Present London, England Member Director 10/98 - Present Mellon Global Investments Non-Resident Director 11/98 - Present Japan Co. Tokyo, Japan TBCAM Holdings, Inc.* Director 10/97 - Present The Boston Company Asset Director 1/98 - Present Management, LLC* Boston Safe Advisors, Inc.* Chairman 6/97 - Present Director 2/97 - Present Pareto Partners Partner Representative 5/97 - Present 271 Regent Street London, England W1R 8PP Mellon Capital Management Director 2/97 - Present Corporation*** Certus Asset Advisors Corp.** Director 2/97 - Present Mellon Bond Associates, LLP+ Trustee 1/98 - Present Chairman 1/98 - Present Mellon Equity Associates, LLP+ Trustee 1/98 - Present Chairman 1/98 - Present Mellon-France Corporation+ Director 3/97 - Present Laurel Capital Advisors+ Trustee 3/97 - Present MARTIN G. MCGUINN Mellon Financial Corporation+ Chairman 1/99 - Present Director Chief Executive Officer 1/99 - Present Director 1/98 - Present Mellon Bank, N. A. + Chairman 3/98 - Present Chief Executive Officer 3/98 - Present Director 1/98 - Present Mellon Leasing Corporation+ Vice Chairman 12/96 - Present MICHAEL G. MILLARD Dreyfus Service Corporation++ Director 8/00 - Present Director and Vice Chairman Executive Vice President 8/00 - Present Senior Vice President 3/00 - 8/00 Executive Vice President - 5/98 - 3/00 Dreyfus Investment Division J. DAVID OFFICER Dreyfus Service Corporation++ President 3/00 - Present Vice Chairman Executive Vice President 5/98 - 3/00 and Director Director 3/99 - Present Dreyfus Service Organization, Director 3/99 - Present Inc.++ Dreyfus Insurance Agency of Director 5/98 - Present Massachusetts, Inc.++++ Dreyfus Brokerage Services, Inc. Chairman 3/99 - Present 6500 Wilshire Boulevard, 8th Floor, Los Angeles, CA 90048 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 RECO, Inc.* President 11/96 - Present Director 11/96 - Present Boston Safe Deposit and Trust Director 7/96 - Present Company* Mellon Trust of New York Director 6/96 - Present 1301 Avenue of the Americas New York, NY 10019 Mellon Trust of California Director 6/96 - Present 400 South Hope Street Suite 400 Los Angeles, CA 90071 Mellon United National Bank Director 3/98 - Present 1399 SW 1ST Ave., Suite 400 Miami, Florida Boston Group Holdings, Inc.* Director 12/97 - Present Dreyfus Financial Services Corp. + Director 9/96 - Present Dreyfus Investment Services Director 4/96 - Present Corporation+ RICHARD W. SABO Founders Asset Management, President 12/98 - Present DIRECTOR LLC**** Chief Executive Officer 12/98 - Present 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 MARK N. JACOBS Dreyfus Investment Director 4/97 - Present GENERAL COUNSEL, Advisors, Inc.++ Executive Vice President, and SECRETARY The Dreyfus Trust Company+++ Director 3/96 - Present The Truepenny Corporation++ President 10/98 - Present Director 3/96 - Present DIANE P. DURNIN None Senior Vice President - Product Development PATRICE M. KOZLOWSKI None Senior Vice President - Corporate Communications 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 Director 8/00 - 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 The Trotwood Corporation++ Vice President 10/98 - Present Trotwood Hunters Corporation++ Vice President 10/98 - Present Trotwood Hunters Site a Corp. ++ Vice President 10/98 - Present Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present One American Express Plaza, Providence, RI 02903 Dreyfus Service Treasurer 3/99 - Present Organization, Inc.++ Dreyfus Insurance Agency of Assistant Treasurer 5/98 - Present Massachusetts, Inc.++++ MARY BETH LEIBIG None Vice President - Human Resources THEODORE A. SCHACHAR Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present Vice President - Tax The Dreyfus Consumer Credit Chairman 6/99 - Present Corporation ++ President 6/99 - Present Dreyfus Investment Advisors, Vice President - Tax 10/96 - Present Inc.++ Dreyfus Service Organization, Vice President - Tax 10/96 - Present Inc.++ WENDY STRUTT None Vice President RAYMOND J. VAN COTT Mellon Financial Corporation+ Vice President 7/98 - 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.++ * 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.
Item 27. Principal Underwriters -------- ---------------------- (a) Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor: 1) Dreyfus A Bonds Plus, Inc. 2) Dreyfus Appreciation Fund, Inc. 3) Dreyfus Balanced Fund, Inc. 4) Dreyfus BASIC GNMA Fund 5) Dreyfus BASIC Money Market Fund, Inc. 6) Dreyfus BASIC Municipal Fund, Inc. 7) Dreyfus BASIC U.S. Government Money Market Fund 8) Dreyfus California Intermediate Municipal Bond Fund 9) Dreyfus California Tax Exempt Bond Fund, Inc. 10) Dreyfus California Tax Exempt Money Market Fund 11) Dreyfus Cash Management 12) Dreyfus Cash Management Plus, Inc. 13) Dreyfus Connecticut Intermediate Municipal Bond Fund 14) Dreyfus Connecticut Municipal Money Market Fund, Inc. 15) Dreyfus Florida Intermediate Municipal Bond Fund 16) Dreyfus Florida Municipal Money Market Fund 17) Dreyfus Founders Funds, Inc. 18) The Dreyfus Fund Incorporated 19) Dreyfus Global Bond Fund, Inc. 20) Dreyfus Global Growth Fund 21) Dreyfus GNMA Fund, Inc. 22) Dreyfus Government Cash Management Funds 23) Dreyfus Growth and Income Fund, Inc. 24) Dreyfus Growth and Value Funds, Inc. 25) Dreyfus Growth Opportunity Fund, Inc. 26) Dreyfus Premier Fixed Income Funds 27) Dreyfus Index Funds, Inc. 28) Dreyfus Institutional Money Market Fund 29) Dreyfus Institutional Preferred Money Market Funds 30) Dreyfus Institutional Short Term Treasury Fund 31) Dreyfus Insured Municipal Bond Fund, Inc. 32) Dreyfus Intermediate Municipal Bond Fund, Inc. 33) Dreyfus International Funds, Inc. 34) Dreyfus Investment Grade Bond Funds, Inc. 35) Dreyfus Investment Portfolios 36) The Dreyfus/Laurel Funds, Inc. 37) The Dreyfus/Laurel Funds Trust 38) The Dreyfus/Laurel Tax-Free Municipal Funds 39) Dreyfus LifeTime Portfolios, Inc. 40) Dreyfus Liquid Assets, Inc. 41) Dreyfus Massachusetts Intermediate Municipal Bond Fund 42) Dreyfus Massachusetts Municipal Money Market Fund 43) Dreyfus Massachusetts Tax Exempt Bond Fund 44) Dreyfus MidCap Index Fund 45) Dreyfus Money Market Instruments, Inc. 46) Dreyfus Municipal Bond Fund, Inc. 47) Dreyfus Municipal Cash Management Plus 48) Dreyfus Municipal Money Market Fund, Inc. 49) Dreyfus New Jersey Intermediate Municipal Bond Fund 50) Dreyfus New Jersey Municipal Bond Fund, Inc. 51) Dreyfus New Jersey Municipal Money Market Fund, Inc. 52) Dreyfus New Leaders Fund, Inc. 53) Dreyfus New York Municipal Cash Management 54) Dreyfus New York Tax Exempt Bond Fund, Inc. 55) Dreyfus New York Tax Exempt Intermediate Bond Fund 56) Dreyfus New York Tax Exempt Money Market Fund 57) Dreyfus U.S. Treasury Intermediate Term Fund 58) Dreyfus U.S. Treasury Long Term Fund 59) Dreyfus 100% U.S. Treasury Money Market Fund 60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund 61) Dreyfus Pennsylvania Municipal Money Market Fund 62) Dreyfus Premier California Municipal Bond Fund 63) Dreyfus Premier Equity Funds, Inc. 64) Dreyfus Premier International Funds, Inc. 65) Dreyfus Premier GNMA Fund 66) Dreyfus Premier Opportunity Funds 67) Dreyfus Premier Worldwide Growth Fund, Inc. 68) Dreyfus Premier Municipal Bond Fund 69) Dreyfus Premier New York Municipal Bond Fund 70) Dreyfus Premier State Municipal Bond Fund 71) Dreyfus Premier Value Equity Funds 72) Dreyfus Short-Intermediate Government Fund 73) Dreyfus Short-Intermediate Municipal Bond Fund 74) The Dreyfus Socially Responsible Growth Fund, Inc. 75) Dreyfus Stock Index Fund 76) Dreyfus Tax Exempt Cash Management 77) The Dreyfus Premier Third Century Fund, Inc. 78) Dreyfus Treasury Cash Management 79) Dreyfus Treasury Prime Cash Management 80) Dreyfus Variable Investment Fund 81) Dreyfus Worldwide Dollar Money Market Fund, Inc. 82) General California Municipal Bond Fund, Inc. 83) General California Municipal Money Market Fund 84) General Government Securities Money Market Funds, Inc. 85) General Money Market Fund, Inc. 86) General Municipal Bond Fund, Inc. 87) General Municipal Money Market Funds, Inc. 88) General New York Municipal Bond Fund, Inc. 89) General New York Municipal Money Market Fund 90) MPAM Funds Trust
(b) Positions and Name and principal offices with business address Positions and offices with the Distributor Registrant ---------------- ------------------------------------------ ---------- Thomas F. Eggers * Chief Executive Officer and Chairman of the Board None J. David Officer * President and Director None Thomas E. Winnick * Director None Charles Cardona * Executive Vice President and Director Executive Vice President Anthony DeVivio ** Executive Vice President and Director None Jude C. Metcalfe ** Executive Vice President None Michael Millard ** Executive Vice President and Director None Irene Papadoulis ** Director None David K. Mossman ** Executive Vice President None Jeffrey N. Nachman *** Executive Vice President and Chief Operations Officer None William T. Sandalls, Jr. * Executive Vice President None William H. Maresca * Chief Financial Officer and Director None James Book **** Senior Vice President None Ken Bradle ** Senior Vice President None Stephen R. Byers * Senior Vice President None Joseph Connolly * Senior Vice President None Joseph Eck + Senior Vice Prsident None William Glenn * Senior Vice President None Lawrence S. Kash * Senior Vice President None Bradley Skapyak * Senior Vice President None Jane Knight * Chief Legal Officer and Secretary None Stephen Storen * Chief Compliance Officer None Jeffrey Cannizzaro * Vice President - Compliance None John Geli ** Vice President None Maria Georgopoulos * Vice President - Facilities Management None William Germenis * Vice President - Compliance None Walter T. Harris * Vice President None Janice Hayles * Vice President None Traci Hopkins * Vice President None Hal Marshall * Vice President - Compliance None Paul Molloy * Vice President None B.J. Ralston ** Vice President None Theodore A. Schachar * Vice President - Tax None William Schalda * Vice President None Bret Young * Vice President None James Windels * Vice President Treasurer James Bitetto * Assistant Secretary None Ronald Jamison * Assistant Secretary None * Principal business address is 200 Park Avenue, New York, NY 10166. ** Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144. *** Principal business address is 6500 Wilshire Boulevard, 8th Floor, Los Angles, CA 90048. **** Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258. + Principal business address is One Boston Place, Boston, MA 02108.
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 28th day of January, 2002. DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND BY: /S/ Stephen E. Canter* ------------------------------------------- Stephen E. Canter, 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/Stephen E. Canter* President (Principal Executive 1/28/02 ______________________________ Officer) Stephen E. Canter /s/ James Windels* Treasurer (Principal Financial 1/28/02 ______________________________ and Accounting Officer) James Windels /S/Joseph S. DiMartino* Chairman of the Board 1/28/02 ------------------------------ Joseph S. DiMartino /S/Lucy Wilson Benson* Trustee 1/28/02 ------------------------------ Lucy Wilson Benson /S/David W. Burke* Trustee 1/28/02 ------------------------------ David W. Burke /S/Martin D. Fife* Trustee 1/28/02 ------------------------------ Martin D. Fife /s/Whitney I. Gerard* Trustee 1/28/02 ------------------------------ Whitney I. Gerard /s/Arthur A. Hartman* Trustee 1/28/02 ------------------------------ Arthur A. Hartman /s/George L. Perry* Trustee 1/28/02 ------------------------------ George L. Perry
*BY: /s/ Robert R. Mullery -------------------------- Robert R. Mullery, Attorney-in-Fact DREYFUS INSTITUTIONAL SHORT TERM TREASURY FUND INDEX OF EXHIBITS (g) Custody Agreement. (j) Consent of Independent Auditors.