DIVISION OF 

INVESTMENT MANAGEMENT 

Jack W. Murphy 

Dechert LLP 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON. D.C. 20549 

October 20,2008 

1775I Street, N.W. 

Washington, DC 20006-2401 

Re: Dreyfus Money Funds 

I 	 Dear Mr. Murphy: I 

Based on the facts and representations contained in your September 19,2008 letter, we 

will not recommend enforcement action to the Securities and Exchange Commission against the 

Dreyfus money market funds listed in Exhibit I to your letter (the "Funds"), and The Bank of 

I 

New York Mellon . ' (the "BNY Mellon"), The Bank of New York Mellon (together with BNY 

Mellon, the "BNY Mellon Entities"), or their affiliates (together with the BNY Mellon Entities, 1 

I 	 the "Purchasers"), under Section 17(a) of the Investment Company Act of 1940, or the rules 

thereunder, if the Purchasers purchase from the Funds any of the securities in each Fund's 

portfolio as of the date of your letter that are Eligible Securities, as defined in rule 2a-7 under the 

Act, at the amortized cost (including any accrued and unpaid interest) of each purchased 

i 	 security.' The relief provided herein is limited to transactions executed during the 60 day period 

fi-om the date of your letter and to securities the market value of which at the time of purchase is 

equal to or less than their amortized cost value. 

Each Fund is an open-end management investment company registered under the 

Investment Company Act of 1940. BNY Mellon is the parent company of the Funds' investment 

adviser, The Dreyfus Corporation ("Dreyfus"). The Bank of New York Mellon is an affiliated 

person, as defined in Section 2(a)(3), of BNY Mellon. The Purchasers are therefore affiliated 

persons of an affiliated person of the Funds. 

I 

1 This letter confirms oral no-action relief provided by the undersigned to Jack W. Murphy on 

September 19,2008. 
4 

Because our position is based on the facts and representations in your letter, you should 

note that any different facts or representations may require a different conclusion. This response 

expresses our views on enforcement action only and does not express any legal conclusion on the 

issues presented.2 

Very truly yours, 

Dalia Osman Blass 


Senior Counsel 


2 The Division of Investment Management generally permits third parties to rely on nolaction or 

interpretive letters to the extent that the third party's facts and circumstances are substantially 

similar to those described in the underlying request for a no-action or interpretive letter. 

Investment Company Act Release No. 22587 (Mar. 27, 1997) n. 20. In light of the very factspecific nature of the Fund's request, however, the position expressed in this letter applies only to 

the entities seeking relief, and no other entity may rely on this position. Other funds facing 

similar legal issues should contact the staff of the Division about the availability of no-action 

relief. 
1775 1 Street, N.W. 

Washington, DC 20006-2401 

I-Lp Dechert +I202 261 3300 Main +I202 261 3333 Fax 

www.dechert.com JACK W. MURPHY 

jack.rnurphy@dechert.com 

+I 202 261 3303 Direct +I202 261 3003 Fax 

Investment Company Act of 1940 

Section 17(a) and Rule 1 7a-9 

September 19,2008 

Robert E. Plaze 

Associate Director Division of Investment Management 

U.S.Securities and Exchange Commission 

100F Street, N.E. 

Washington, DC 20549 

Re: Dreyfus Money Funds -Request Under Section 17(a) of the Investment Company Act of 

1940 

Dear Mr. Plaze: 

We are writing to you on behalf of the funds listed on Exhibit I to this letter (the "Funds"), each 

an open-end management investment company registered under the Investment Company Act of 

1940 (the "1940 Act") for which The Dreyfbs Corporation ("Dreyfid"' serves as investment 

adviser. We respectfully request assurance that the staff of the Division of Investment 

Management (the "Division") will not recommend enforcement action to the U.S.Securities and 

Exchange Commission (the "Commission") under Section 17(a) or the rules thereunder, if each 

Fund enters into the transactions discussed below with The Bank of New York Mellon 

Corporation ("BNY Mellon"), the parent company of DreyfUs, The Bank of New York Mellon, 

an affiliate of BNY Mellon, or their affiliates (together, the BNY Mellon Entities) within the next 

60-day period. 

BACKGROUND AND PROPOSAL 

Each Fund is a "money market fund" that seeks to maintain a stable net asset value per share of 

$1.00 in reliance on Rule 2a-7 under the Investment Company Act of 1940 ("1940 Act"). The 

Funds invest, among other things, in corporate debt obligations, including notes and commercial 
Dechert September 19,2008 LLP Page 2 

events, the secondary market for these holdings has become increasingly illiquid, making it 

difficult, for the Funds to sell the Covered Securities in an orderly fashion. At the same time, the 

Funds intend to continue to honor redemption requests as required by the 1940 Act. Given the 

lack of liquidity in the market, Dreyfus has considered options to ensure that the Funds have 

access to sufficient liquidity to meet redemptions. Among these options are the proposed transactions whereby a BNY Mellon Entity would purchase Covered Securities fiom a Fund at 

the current amortized cost value (in each case, including accrued interest) of the Covered 

Securities on the day of the sale. DreyfUs believes that having the option of selling Covered 

Securities to the BNY Mellon Entities will provide the Funds with a ready buyer for portfolio 

securities in the event that it becomes necessary for a Fund to liquidate portfolio securities to 

meet anticipated redemption requests and that it is an inopportune time to sell the Covered 

Securitiesin the secondary market. 

Given the unprecedented lack of liquidity in the markets for corporate paper, Dreyfus believes 

that arranging for the BNY Mellon Entities to be able to purchase Covered Securities fiom the 

Funds represents a prudent step that will assist the Funds' ability to meet redemptions, help the 

Funds to avoid selling securities at an inoppo@ne time and help preserve the ability of each Fund 

to maintain a stable net asset value per share. Any such purchases of the Covered Securities by a 

BNY Mellon Entity would comply with all of the conditions of Rule 17a-9 under the 1940 Act, 

except that the Covered Securities purchased would be "Eligible Securities" under paragraph 

(a)(10) of Rule 2a-7. Accordingly, any such purchase would be effected for cash and would be at 

a price equal to the greater of the amortized cost vdue of the Covered Securities or the market 

value of the Covered Securities, in each case plus accrued interest and measured at the time of the 

transaction. Each Fund's board of directors/trustees (the "Board") has authorized these proposed 

transactions as being in the best interests of the Fund and its shareholders. 

LEGAL ISSUE PRESENTED Dreyfus and each BNY Mellon Entity may be deemed to be affiliates (or affiliates of an affiliate) 

of the Fundsunder Section 2(a)(3) of the 1940 Act. As a result, a purchase of Covered Securities 

by a BNY Mellon Entity under the proposed transaction would fall within the prohibitions of 

Section 17(a)(2) of the 1940 Act, which makes it unlawhl for any affiliated person of a registered 

investment company or any affiliated person of such person, acting as principal, knowingly to 

purchase any security or other property from the investment company. As noted above, any 

proposed purchase of Covered Securities fiom a Fund would satisfy the requirements of Rule 

17a-9 under the 1940 Act except that the Covered Securities are still "Eligible Securities" (as that 

term is defined in Rule 2a-7 under the 1940 Act). 
September 19,2008 Dechert LLP 	 Page 3 

Covered Securities to be sold in the proposed transactions, Dreyfus will act in a manner 

consistent with its fiduciary duties, considering only the best interests of the Fund and the goal of 

meeting redemptions while maintaining a stable net asset value per share. 

CONCLUSION Each Fund's Board, including the directodtrustees who are not "interested persons'' of the Fund 

as that term is defined in Section 2(a)(19) of the 1940 Act, and Dreyfus, in its role as the 

investment adviser to each Fund, have determined that it would be in the best interest of each 

Fund and its shareholders if the BNY Mellon Entities are allowed to purchase Covered Securities 

fromthe Fund as necessary to permit the Fund to meet redemptions andlor maintain its stable net 

asset value per share. Accordingly, we hereby request that the Division staff give its assurance 

that it will not recommend that the Commission take enforcement action under Section 17(a) of 

the 1940 Act if the BNY Mellon Entities purchase Covered Securities &om the Funds as 

contemplated above. We would be happy to answer any questions that the staff may have regarding this request or to 

provide additional information. Please do not hesitate to call the undersigned at 202.261.3303 or 

Julien Bourgeois at 202.261.345 1. 

cc: 	 Dalia 0.Blass -Division of Investment Management - SEC 

Stuart H. Coleman - Stroock & Stroock & Lavan LLP 

Michael A. Rosenberg-The Dreyfus Corporation 
- -- 

Dechert September 19,2008 Page 4 LLP 

EXHIBIT I TO NO-ACTION REQUEST 

Fund Name 

BNY Melbn Money Market Fund (a series of BNY Mellon Funds Trust) BNY Mellon National Municipal Money Market Fund (a series of BNY Mellon Funds Trust) 

CitizensSelect Prime Money Market Fund (a series of CitizensSelect Funds) Citizensselect Treasury Money Market Fund (a series of CitizensSelect Funds) 

Dreyfus BASIC Money Market Fund, Inc. Dreyfus BASIC U.S.Government Money Market Fund 

.-

Drew~Cash Management 

Dreyfus Cash Management Plus, Inc. Drefis Connecticut Municipal Money Market Fund, Inc. 

Dreyfus Government Cash Management Dreyfus Government Prime Cash Managanent 

Drefis Institutional Money Market Fund-Government Securities (a series of Dreyfus 

Institutional Money Market Fund) Dreyfus Institutional Money Market Fd-Money Market (a series of Dreyfus Institutional 

Money Market Fund) Dreyfus Institutional Cash Advantage Fund 

Dreyfus Institutional Cash Advantage Plus Fund 

Dreyfus Institutional Preferred Money Market Fund Dreyfus Institutional Preferred Plus Money Market Fund Dreyfus Institutional Reserves Treasury Prime Fund Dreyfus Institutional Reserves Government Fund Dreyfus Institutional Reserves Treasury Fund 
- - - - - - 

Dechert September 19,2008 LLP Page 5 

Dr@s AMT-Free Municipal Reserves 

Drefis Money Market Reserves Dreyfus U.S. Treasury Reserves 

Dreyfhs BASIC California Municipal Money Market Fund 

Dreyfis BASIC Massachusetts Municipal Money Market Fund Dreyhs BASIC New York Municipal Money Market Fund Dreyfus Liquid Assets, hc. 

Drem Massachusetts Municipal Money Market Fund 

Dreyfus Money Market Instruments-Government Securities (a series of Dreyfus Money Market 

Instruments, Inc.) 

DreyfUs Money Market Instruments--Money Market (a series of Dreyhs Money Market 

Instruments, Inc.) Dreyfis Municipal Cash Management Plus 

Dreyfis BASIC Municipai Money Market Fund 

Dreyfus BASIC New Jersey Municipal Money Market Fund 

Dreyfis Municipal Money Market Fund, Inc. Drefis New Jersey Municipal Money Market Fund, Inc. 

Dreyfus New York Municipal Cash Management Dreyfus New York AMT-Free Municipal Money Market Fund 

Dreyfus Pennsylvania Municipal Money Market Fund 

Dreyfus California AMT-Free Municipal Cash Management Dreyhs New York AMT-Free Municipal Cash Management 

Dreyfhs Tax Exempt Cash Management 

Dreyfus Treasury &Agency Cash Management 

Dreyh Treasury Prime Cash Management 
Dechert September 19,2008 I-Lp Page 6 

Dreyhs Worldwide Dollar Money Market Fund, Inc. 

General California Municipal Money Market Fund 

General Treasury Prime Money Market Fund (a series of General Government Securities Money 

Market Funds, Inc.) 

General Government Securities Money Market Fund (a series of General Government Securities 

Money Market Funds, Inc.) 

General Money Market Fund, Inc. General Municipal Money Market Fund GeneralNew York Municipal Money Market Fund