September 25, 2008 

Dreyfus Cash Management, et al. 

RESPONSE OF THE CHIEF COUNSEL Our Ref. No. 20089241540 

DIVISION OF INVESTMENT MANAGEMENT File No. 811-4175 

Based on the facts and representations in your letter dated September 25, 2008, 

and in particular on the extraordinary circumstances related to the recent disruptions in 

the financial markets, the Division will not recommend enforcement action to the 

Commission under section 17(a) of the Investment Company Act of 1940 (the "Act") if 

Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus Institutional 

Cash Advantage Fund (a series of Dreyfus Institutional Cash Advantage Funds), Dreyfus 

Institutional Cash Advantage Plus Fund (a series of Dreyfus Institutional Cash Advantage 

Funds), Dreyfus Institutional Preferred Money Market Fund (a series of Dreyfus 

Institutional Preferred Money Market Funds), Dreyfus Institutional Preferred Plus Money 

Market Fund (a series of Dreyfus Institutional Preferred Money Market Funds), and 

Dreyfus Institutional Reserves Money Fund (a series of Dreyfus Institutional Reserves 

Fund) (the "Funds"), all registered open-end investment companies holding themselves 

out as money market funds in accordance with rule 2a-7 under the Act, enter into reverse 

repurchase agreements with The Bank of New York Mellon Corporation ("BNY 

Mellon") or an affiliate of BNY Mellon (the "BNY Mellon Entities"). Each BNY Mellon 

Entity is an affiliated person, or an affiliated person of an affiliated person, of the Funds 

under section 2(a)(3) of the Act.' This relief is granted for a period not to exceed sixty 

(60) days from the date of this letter. 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 conclusions on the issues presented.2 

We have considered your request for confidenti~l treatment of your letter and our 

response until January 25, 2009 or such earlier date as the Division staff is advised that 

the information in your letter has been made public. We have determined that your 

request is reasonable and appropriate under 17 CFR 200.81 (b). Accordingly, your letter 

and our response will not be made public until the earlier of (i) January 25,2009, or (ii) 

the date on which the information in your letter has been made public. 

dward 1. Rubenstein 

Senior Special Counsel 

Office of Chief Counsel 

Division of Investment Management 

U.S. Securities and Exchange Commission 

I This letter confirms oral no-action relief provided by Nadya B. Roytblat, Assistant Director, Division of 

Investment Management, to Jack W. Murphy on September 25,2008. 

2 In light of the very fact-specific nature' of the Funds' request; this letter and the position expressed herein 

apply only to the entities seeking relief, and no other entity may rely on this letter or the position taken in 

this letter. Other investment companies facing similar legal issues would need to contact the Division staff 

about the availability of no-action relief. 
17751 Street, N.W. 

WashIngton, DC 20000-2401 D.echert +1 202 261 3300 Main 

LLP +1 202 261 3333 F~x

www.tfechert.com 

JACK W. MURPHY 

jack.murphy@dechert.com 

+1 202 261 3303 Dlree:t 

+1 202 261 3003 Fax 

CONFIDENTIAL TREATMENT REQUESTED 

Investment Company Act of 1940 

Section 17(a) 

September 25, 2008 

Douglas Scheidt, Esq.
 

Associate Director and ChiefCounsel
 

Office ofChiefCounsel
 

Division ofInvestment Management
 

Securities and Exchange Commission
 

Washington, DC 20549
 

Re:	 Dreyfus Money Funds - Temporary Request Under Section 17(a) oftbe Investment
 

Company Act of 1940 for Reverse Repurchase Agreements
 

Dear Mr. Scheidt, 

The registered open-end investment companies (or series thereof) listed on Exhibit I to this letter 

(the "Funds"), for which The Dreyfus Corporation (''Dreyfus'') serves as investment adviser, each 

seeks the ability to enter into reverse repurchase agreements with The Bank ofNew York Mellon 

Corporation ("BNY Mellon"), the parent company of Dreyfus, or an affiliate ofBNY Mellon (the 

"BNY Mellon Entities") in order to meet certain short-term liquidity needs as described below. 

Each Fund holds itself out as a money market fund in accordance with Rule 2a-7 under the 

Investment Company Act of 1940 (the "1940 Act"). Dreyfus and each BNY Mellon Entity are 

under the common control of BNY Mellon, and each BNY Mellon Entity is an affiliated person, 

or an affJ.1iated person ofan affiliated person, ofeach Fund. 

The BNY Mellon Entities, Dreyfus and the Funds respectfully request that the Division of 

Investment Management (''Division'') advise them that it will not recommend, on the basis of the 

facts' and circumstances described herein, that the u.s. Securities arid Exchange Commission (the 

"Commission") take enforcement action under Section 17(a) of the 1940 Act if the Funds enter 

into the proposed reverse repurchase agreements without filing an application under, and without 

the Commission granting an order pursuant to, Section 17(b) of the 1940 Act. It is proposed that 

the requested relief would be available for a period not to exceed 60 days from the date of the 

issuance ofthe Division's favorable response to this request. 

VS AU$tin Boston Charlotte Hartford New York Newport 6eacl1 Philadelphia Princeton san Francisco Silicon Vl.Illey Washington DC 

EUROPE Brussels London Luxembourg Munlcl1 Paris ASIA 6elJlrIQ Hong Kong 
September 25, 2008 Dechert Page 2 

LLP 

CONFIDENTIAL TREATMENT 

REQUESTED 

THE PROPOSED TRANSACTIONS 

The Funds invest, among other things, iii corporate debt obligations, including notes and
 

commercial paper issued by corporate and commercial entities. The FWlds have each been met
 

with extraordinary levels of shareholder redemptions related to the recent well-publicized
 

disruptions in the fmancial markets. There currently is an unprecedented lack of liquidity in the
 

.markets for corporate paper which could limit the ability ofthe Funds to meet redemptions unless 

securities are sold at an inopportune time into an illiquid market, which could affect the Funds' 

ability to meet redemptions. The Funds' proposal to enter into reverse repurchase agreements 

(the ''Proposed RR's") with a BNY Mellon Entity is intended to enable the Funds to meet their 

liquidity needs on terms that Dreyfus and each Fund's board of directors or trustees (the 

"Board"), including a majority ofthe independent Board members (the "Independent Directors"), 

believe to be fair and reasonable, to be in the Fund's best interests, and not to involve 

overreaching on the part ofany person concerned. The Proposed RR's will be consistent with all 

applicable positions of the Commission and its staff concerning reverse repurchase agreements,l 

and with the requirements ofRule 2a~7 under the 1940 Act. 

The BNY Mellon Entities have shown their support in the current environment to the money
 

market funds for which Dreyfus serves as investment adviser. The Board of each Fund, including
 

a majority of the Independent Directors. has concluded that the Proposed RR's provide the best
 

means, in the short-term, ofaddressing the Fund's immediate liquidity needs.
 

The Proposed RR's would be entered into pursuant to a form of a reverse repurchase agreement
 

that is standard in the industry and which a BNY Mellon Entity would use in similar transactions
 

with unaffiliated parties. Under each Proposed RR, each Fund will transfer possession of certain
 

portfolio securities to a BNY Mellon Entity in return for cash proceeds consisting of 95-99% of
 

their respective market values. The applicable Fund will receive a cash payment from the BNY
 

Mellon Entity equal to interest and principal payments on the portfolio securities as ifthe Fund
 

had not transferred the securities. At the end of the term of the Proposed RR's, each Fund would
 

repurchase the portfolio securities by remitting the proceeds plus interest.2 Each Fund would
 

intend to limit its use of Proposed RR's to overnight and over the week-end in order to (a) permit
 

the Fund to limit the extent of its borrowinfs to the amount necessary to meet redemptions and
 

(b) to minimize the cost ofsuch borrowings. 

The Funds will, among other things, on a fund-by-fund basis, establish and maintain segregated 

accounts to "cover" the reverse repurchase agreements, in the manner discussed in Investment 

Company Act Release No. 10666 (Apr. 8, 1979) and subsequent staffno-action letters. 

2 The Funds will have the option ofrepurehasing the securities earlier ifmarket conditions warrant. 

The overnight or over the week-end Proposed RR's would be "rolled-over" on a daily basis while 

it is necessary. 
September 25, 2008 Dechert Page 3 

LLP 

CONFIDENTIAL TREATMENT 

REQUESTED 

SECTION 17(A) OF THE 1940 ACT 

Sections 17(a)(1) and 17(a)(2) of the 1940 Act prohibit an affiliated person of a registered 

investment company, or an affiliated person of an affiliated person of the company, from 

knowingly selling to or purchasing from the registered company any security or other property. 

Section 2(a)(3) of the 1940 Act, in relevant part, defines an affiliated person of a registered 

investment company to include the investment company's investment adviser, and any person 

controlling, controlled by, or under common cOlltrol with, the investment company. Each BNY 

Mellon Entity is an affiliated person, or an affiliated person ofan affiliated person, ofthe Funds. 

"When securities are transferred and repurchased by a Fund in connection with a Proposed RR, 

then arguably the Fund has sold the securities to the BNY Mellon Entity and then repurchased 

them from the BNY Mellon Entity.4 Consequently, the BNY Mellon Entity may be prohibited by 

Sections 17(a)(l) and 17(a)(2) from engaging in the Proposed RR's with the Funds. The 

prohibitions in Sections 17(a)(l) and 17(a)(2) of the 1940 Act are designed to protect registered 

investment companies from transactions that may involve overreaching. The Commission 

prcviously has issued exemptive orders under Sections 6(c) and 17(b) of the 1940 Act permitting 

certain affiliated persons of a registered investment company to enter into reverse repurchase 

agreements with the investment company.s Dreyfus and the Funds submit that, ooder the Funds' 

particular facts and circwnstances, and in light of the protections that wouLd be afforded to the 

Funds as described below, the Proposed RR' s justify the relief sought in this letter. 

In particular, Dreyfus and the Foods state that: 

•	 The Board of each Fund, including a majority of the Independent Directors, after careful 

consideration of all possiblealtematives, has determined that (i) the Proposed RR's are in 

the best interests of the Fund and its shareholders, (ii) Dreyfus has procedures in place to 

ensure that the terms of the Proposed RR's will be at least as favorable to the Fund as 

those available from other sources and no less favorable than the terms on which the 

BNY MellonEntitics would enter into similar transactions with an unaffiliated party, and 

(ll) will review on not less than a weekly basis the terms of the Proposed RR's entered 

into and conclude that they were (A) fair and reasonable and did not involve overreaching 

on the part of any person concerned, and (B) the terms of the Proposed RR were at least 

as favorable to the Fund as those available from other sources, if any, and were no less 

favorable than the terms on which the BNY Mellon Entities would have entered into a 

similar transaction with an unaffiliated party eBolll'd Determinations"). In the event that 

the Board detennines that the requirements in (iii)(A) and (iii)(B) have not been met, the 

See Rubin v, United States, 449 U.S. 424 (19&1).
 

See Countrywide Investment Trust, et al., SEC Release Nos. IC-23383 (Aug. 11, 1998) (Notice)
 

and IC·23430 (Sept. 9, 1998) (Order); AIM Equity Funds, Inc., et al., SEC Release Nos. IC·22663
 

(May 15, 1997) (Notice) and IC-22697 (June 10, 1997) (Order).
 
Septernber25,2008 [)echert Page 4 

LLP 

CONFIDENTIAL TREATMENT 

REQUESTED 

Fund will terminate the ProjXlsed RR's and inform the Division, and the Board will take 

such other steps as it, including a majority ofthe Independent Directors, find necessary or 

appropriate. 

•	 The ProjXlsed RR's would be entered into solely for the purpose of meeting current or 

anticipated redemption requests and not for the purpose of obtaining cash with which to 

purchase additional securities. 

•	 The ProjXlsed RR's will be consistent with the investment objectives, policies and 

limitations of each Fund, as stated in the Fund's prospectus and reports to shareholders. 

•	 Each Fund will maintain and preserve for a period of not less than six years from the end 

of the fiscal year in which the Proposed RR's occurred, the first two years in an easily 

accessible place, a written record of each such transaction, setting forth a description of 

the transaction, including the terms of the transaction, and the information or materials 

upon which the Board Determinations described above were made. 

CONCLUSION 

Dreyfus, the Funds and the BNY Mellon Entities respectfully request that the Office of Chief 

Counsel, Division of Investment Management, advise them that it will not recommend that the 

Commission take enforcement action under Section 17(a) of the 1940 Act if the Proposed RR's 

are consummated without an application having been filed under, and an order entered into by the 

Commission pursuant to, Section 17(b) ofthe 1940 Act. 

Please be advised that, in accordance with Section 200.81(b) of the Commission's rules (17 

C.F.R. 200.81 (b», we respectfully request that this letter and the Commission's response be 

granted confidential treatment for up to ]20 days from the date of the response or such earlier 

date as the Division staff is advised that the information in this letter has been made public. The 

information about the Proposed RR's is not public and premature disclosure may harm the Funds, 

Dreyfus and their affiliates. 
September 25, 2008 IJechert Page 5 

LLP 

CONFIDENTIAL TREATMENT 

REQUESTED 

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, 

Stephen H. Bier at 212.698.3889 or Julien Bourgeois at 202.261.3451. 

cc:	 Edward Rubenstein - Divisi ofInvestment Management - SEC 

Nadya B. Roytblat - Division of Investment Management - SEC 

Stuart H. Coleman - Stroock & Stroock & Lavan LLP 

Michael A. Rosenberg - The Dreyfus Corporation 
~').. ~h rt .September 25, 2008 ~.ec e Page 6 

LLP 

CONFIDENTIAL TREATMENT 

REQUESTED 

EXHIBIT I TO NO-ACTION REQUEST 

Fund Name 

Dreyfus Cash Management 

Dreyfus Cash Management Plus, Inc. 

Dreyfus mstitutional Cash Advantage Fund 

Dreyfus Institutional Cash Advantage Plus Fund 

Dreyfus Institutional Preferred Money Market Fund 

Dreyfus Institutional Preferred Plus Money Market Fund (Series of Dreyfus Institutional 

Preferred Money Market Funds) 

Dreyfus Institutional Reserves Money Fund (Series ofDreyfus Institutional Reserves Fund)