lp1-dirf.htm - Generated by SEC Publisher for SEC Filing

0001423799-17-000029.txt : 20170531 0001423799-17-000029.hdr.sgml : 20170531 20170531093628 ACCESSION NUMBER: 0001423799-17-000029 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20170331 FILED AS OF DATE: 20170531 DATE AS OF CHANGE: 20170531 EFFECTIVENESS DATE: 20170531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dreyfus Institutional Reserves Funds CENTRAL INDEX KEY: 0001423799 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22169 FILM NUMBER: 17879726 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 212-922-6400 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166

0001423799 S000021488 Dreyfus Institutional Preferred Government Money Market Fund

C000061453 Institutional Shares DSVXX

C000061454 Hamilton Shares DSHXX

C000061455 Agency Shares DRGXX

C000061456 Premier Shares DERXX

C000061457 Classic Shares DLSXX

N-CSR 1 lp1-dirf.htm ANNUAL REPORT lp1-dirf.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number			811-22169

	Dreyfus Institutional Reserves Funds
	(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)

	Bennett A. MacDougall, Esq. 200 Park Avenue New York, New York 10166
	(Name and address of agent for service)

Registrant's telephone number, including area code:				(212) 922-6400

Date of fiscal year end:		03/31
Date of reporting period:		03/31/17

The following N-CSR relates only to the Registrant's series listed below and does not relate to any series of the Registrant with a different fiscal year end and, therefore, different N-CSR reporting requirements. A separate N-CSR will be filed for any series with a different fiscal year end, as appropriate.

Dreyfus Institutional Preferred Government Money Market Fund

FORM N-CSR

Item 1. Reports to Stockholders.

Dreyfus Institutional Preferred Government Money Market Fund


		ANNUAL REPORT March 31, 2017

The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value

Contents

THE FUND


Letter to Shareholders	2
Understanding Your Fund’s Expenses	4
Comparing Your Fund’s Expenses
With Those of Other Funds	4
Statement of Investments	5
Statement of Assets and Liabilities	8
Statement of Operations	9
Statement of Changes in Net Assets	10
Financial Highlights	11
Notes to Financial Statements	16
Report of Independent Registered
Public Accounting Firm	22
Important Tax Information	23
Board Members Information	24
Officers of the Fund	27

FOR MORE INFORMATION

Back Cover


	Dreyfus Institutional Preferred Government Money Market Fund		The Fund

LETTER TO SHAREHOLDERS

Dear Shareholder:

This annual report for Dreyfus Institutional Preferred Government Money Market Fund covers the 12-month period ended March 31, 2017. During the reporting period, the fund produced the following yields and effective yields:¹

Yield Effective Yield

Institutional Shares 0.36% 0.36%

Hamilton Shares 0.31% 0.31%

Premier Shares 0.07% 0.07%

Classic Shares 0.01% 0.01%

Agency Shares 0.21% 0.21%

Yields of money market instruments climbed modestly over the reporting period when the Federal Reserve Board (the “Fed”) twice raised short-term interest rates and investors looked forward to higher levels of inflation and economic growth.

U.S. Economy Continued to Expand Slowly

The reporting period began near the start of a recovery from several troubling economic developments, including an economic slowdown in China and plunging global commodity prices. In April 2016, 144,000 new jobs were created and the unemployment rate remained unchanged at 5.0%. Manufacturing and utility output advanced strongly, and inflation accelerated as energy prices recovered from earlier weakness. Economic data were mixed in May when only 24,000 new jobs were created while the unemployment rate declined to 4.7% as workers left the labor force. Investors remained cautious in June due to uncertainty surrounding a referendum in the United Kingdom to leave the European Union. Meanwhile, a robust 271,000 jobs were created during the month, but the unemployment rate increased to 4.9%. U.S. GDP grew at only a 1.4% annualized rate over the second quarter of 2016.

Robust job growth continued in July with the addition of 252,000 positions and an unchanged unemployment rate. The manufacturing and services sectors continued to grow, but at slower rates than previously. August brought a decline in new job creation to 176,000 positions and a contraction in manufacturing activity. In September, 249,000 new jobs were added even as the unemployment rate climbed to 5.0%. U.S. GDP grew at a relatively robust 3.5% annualized rate over the third quarter.

Despite uncertainty ahead of the U.S. election, economic data generally remained positive in October. The unemployment rate slid to 4.9% as an estimated 124,000 jobs were created and

quarterly corporate earnings exceeded most analysts’ expectations. November saw a post-election rally in most financial markets when investors looked forward to more stimulative fiscal, tax, and regulatory policies from a new presidential administration. Consumer confidence rose to its highest level since July 2007, and the unemployment rate slid to 4.6% while 164,000 new jobs were created.

The Fed implemented a long-awaited rate hike in December, raising the overnight federal funds rate by 0.25 percentage points to between 0.50% and 0.75%. The unemployment rate ticked up to end the year at 4.7%, and 155,000 jobs were created during the month. U.S. GDP growth moderated to a 2.1% annualized rate during the fourth quarter as declining export activity partly offset gains in consumer spending and corporate profits.

In January 2017, the economy added 216,000 new jobs, but the unemployment rate moved higher to 4.8%. Meanwhile, both manufacturing and non-manufacturing activity continued to expand. February saw the addition of 219,000 jobs, a reduction in first-time claims for unemployment benefits, and a decrease in the unemployment rate to 4.7%. Corporate earnings reports generally continued to exceed analysts’ expectations, manufacturing activity expanded, and consumer and business confidence remained high. March brought another rate hike from the Fed, its second in three months. Citing a strong labor market and mounting inflationary pressures, monetary policymakers raised the target for the federal funds rate another 0.25 percentage points to between 0.75% and 1.00%. Although the unemployment rate fell to a multi-year low of 4.5%, job creation declined to an estimated 98,000 new positions during the month.

More Rate Hikes Expected

As of the reporting period’s end, investors have continued to respond positively to expectations that business-friendly government policies will fuel greater economic growth. Therefore, most analysts expect the Fed to raise short-term rates further over the remainder of 2017.

In the rising-interest-rate environment, we have maintained the fund’s weighted average maturity in a range that is modestly shorter than industry averages. This strategy is intended to capture higher yields as they become available. As always, we have retained our longstanding focus on quality and liquidity.

You could lose money by investing in a money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time.

Although, the fund’s board has no current intention to impose a fee upon the sale of shares or temporarily suspend redemptions if the fund’s liquidity falls below certain levels, the board reserves the ability to do so after providing at least 60 days’ prior written notice to shareholders.

¹ Effective yield is based upon dividends declared daily and reinvested monthly. Past performance is no guarantee of future results. Yields fluctuate. Yields provided for the fund reflect the absorption of certain fund expenses by The Dreyfus Corporation pursuant to an undertaking in effect that may be extended, terminated, or modified at any time. Had these expenses not been absorbed, fund yields would have been lower, and in some cases, 7-day yields during the reporting period would have been negative absent the expense absorption.

Sincerely,

Patricia A. Larkin
Senior Portfolio Manager

April 17, 2017

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Institutional Preferred Government Money Market Fund from October 1, 2016 to March 31, 2017. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.


Expenses and Value of a $1,000 Investment
assuming actual returns for the six months ended March 31, 2017
	Institutional Shares		Hamilton Shares		Agency Shares		Premier Shares		Classic Shares
Expenses paid per $1,000^†		$ .50		$ .75		$ 1.25		$ 1.95		$ 2.54
Ending value (after expenses)		$ 1,002.10		$ 1,001.90		$ 1,001.40		$ 1,000.70		$ 1,000.10

COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.


Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended March 31, 2017
	Institutional Shares		Hamilton Shares		Agency Shares		Premier Shares		Classic Shares
Expenses paid per $1,000^†		$ .50		$ .76		$ 1.26		$ 1.97		$ 2.57
Ending value (after expenses)		$ 1,024.43		$ 1,024.18		$ 1,023.68		$ 1,022.99		$ 1,022.39

^† Expenses are equal to the fund’s annualized expense ratio of .10% for Institutional shares, .15% for Hamilton shares, .25% for Agency shares, .39% for Premier shares and .51% for Classic shares, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

STATEMENT OF INVESTMENTS
March 31, 2017



U.S. Government Agencies - 48.3%	Annualized Yield on Date of Purchase (%)	Principal Amount($)		Value($)
Federal Farm Credit Bank:
4/1/16	1.15	22,000,000	^a	21,991,748
5/1/17	0.54	37,500,000		37,483,125
12/8/17	1.00	41,900,000	^a	41,866,637
1/18/18	1.07	50,000,000	^a	50,000,000
2/5/18	0.98	75,000,000	^a	74,929,738
4/23/18	1.15	50,000,000	^a	50,000,000
5/25/18	1.10	50,000,000	^a	49,985,617
6/21/18	0.98	100,000,000	^a	100,000,000
8/27/18	1.02	25,000,000	^a	24,998,150
9/17/18	0.90	25,000,000	^a	24,998,112
11/29/18	1.05	25,000,000	^a	24,997,907
2/25/19	0.95	50,000,000	^a	50,000,000
3/6/19	1.04	50,000,000	^a	49,990,294
4/24/19	0.94	29,465,000	^a	29,465,000
Federal Home Loan Bank:
4/3/17	0.45	41,000,000		40,998,975
4/12/17	0.54	18,000,000		17,997,058
4/19/17	0.56	239,625,000		239,557,898
4/21/17	0.53	300,000,000		299,911,833
5/8/17	0.60	91,000,000		90,943,883
5/12/17	0.58	47,000,000		46,968,954
6/20/17	0.79	260,000,000		259,546,444
6/21/17	0.79	100,000,000		99,822,700
7/17/17	0.63	100,000,000		99,812,750
7/21/17	1.01	75,000,000	^a	75,000,000
9/26/17	0.90	100,000,000		99,557,472
12/7/17	0.91	40,000,000	^a	39,998,660
12/8/17	0.93	50,000,000	^a	50,000,000
4/17/18	0.82	25,000,000	^a	25,000,000
6/19/18	0.98	50,000,000	^a	50,000,000
9/14/18	1.00	25,000,000	^a	24,996,363
10/5/18	0.88	100,000,000	^a	100,000,000
1/18/19	0.95	50,000,000	^a	50,000,000
2/1/19	0.74	25,000,000	^a	24,998,064
2/7/19	0.79	25,000,000	^a	24,998,061
Federal Home Loan Mortgage Corp.:
7/21/17	1.12	100,000,000	^a,b	99,996,871
Total U.S. Government Agencies (cost $2,490,812,314)				2,490,812,314
U.S. Treasury Notes - 2.0%
4/30/17	0.53	50,000,000		50,013,842
5/31/17	0.56	5,000,000		5,000,435
6/30/17	0.60	50,000,000		50,003,280
Total U.S. Treasury Notes (cost $105,017,557)				105,017,557

STATEMENT OF INVESTMENTS (continued)



Repurchase Agreements - 49.7%	Annualized Yield on Date of Purchase (%)	Principal Amount($)	Value($)
Bank of Nova Scotia	0.79	275,000,000	275,000,000
Tri-Party Agreement thru BNY Mellon, 0.79%, dated 3/31/17, due 4/3/17 in the amount of $275,018,104 (fully collateralized by $273,038,991 U.S. Treasuries (including strips), 0%-3.88%, due 4/27/17-2/15/47, value $280,500,020)
Credit Agricole CIB	0.80	123,000,000	123,000,000
Tri-Party Agreement thru BNY Mellon, 0.80%, dated 3/31/17, due 4/3/17 in the amount of $123,008,200 (fully collateralized by $126,067,620 U.S. Treasuries (including strips), 0%-9.13%, due 4/6/17-2/15/47, value $125,460,001)
Federal Reserve Bank of New York	0.75	1,750,000,000	1,750,000,000
Tri-Party Agreement thru BNY Mellon, 0.75%, dated 3/31/17, due 4/3/17 in the amount of $1,750,109,375 (fully collateralized by $1,746,147,700 U.S. Treasuries, 1.63%-4.75%, due 8/15/22-5/15/42, value $1,750,109,406)
HSBC USA Inc.	0.77	220,000,000	220,000,000
Tri-Party Agreement thru JPMorgan Chase Bank, 0.77%, dated 3/31/17, due 4/3/17 in the amount of $220,014,117 (fully collateralized by $219,263,300 U.S. Treasuries, 0.88%-4.38%, due 5/15/17-5/15/44, value $224,403,943)
Merrill Lynch & Co.	0.82	150,000,000	150,000,000
Tri-Party Agreement thru BNY Mellon, 0.82%, dated 3/31/17, due 4/3/17 in the amount of $150,010,250 (fully collateralized by $151,209,200 U.S. Treasuries (including strips), 0%-2.88%, due 3/29/18-5/15/43, value $153,000,081)



Repurchase Agreements - 49.7% (continued)	Annualized Yield on Date of Purchase (%)	Principal Amount($)		Value($)
Merrill Lynch & Co. Inc.	0.50	50,000,000	^c	50,000,000
Tri-Party Agreement thru BNY Mellon, 0.92%, dated 11/7/16, due 7/5/17 in the amount of $50,001,277 (fully collateralized by $268,190,529 Agency Collateralized Mortgage Obligations, Interest Only, due 11/20/41-10/25/46, value $54,000,000)
Total Repurchase Agreements (cost $2,568,000,000)				2,568,000,000
Total Investments (cost $5,163,829,871)		100.0%		5,163,829,871
Liabilities, Less Cash and Receivables		.0%		(910,087)
Net Assets		100.0%		5,162,919,784

^a Variable rate security—rate shown is the interest rate in effect at period end. Date shown represents the earlier of the next interest reset date or ultimate maturity date.
^b The Federal Housing Finance Agency (“FHFA”) placed the Federal Home Loan Mortgage Corporation and Federal National Mortgage Association into conservatorship with FHFA as the conservator. As such, the FHFA oversees the continuing affairs of these companies.
^c Illiquid security; investment has a put feature and a variable or floating rate. The interest rate shown is the current rate as of March 31, 2017 and changes periodically. The due date shown reflects early termination date and the amount due represents the receivable of the fund as of the next interest payment date. At March 31, 2017, these securities amounted to $50,000,000 or .97% of net assets.


Portfolio Summary (Unaudited) ^†	Value (%)
Repurchase Agreements	49.7
Federal Home Loan Bank	34.2
Federal Farm Credit Bank	12.2
U.S. Treasury Notes	2.0
Federal Home Loan Mortgage Corp.	1.9
	100.0

^† Based on net assets.

See notes to financial statements.

STATEMENT OF ASSETS AND LIABILITIES
March 31, 2017



	Cost	Value
Assets ($):
Investments in securities—See Statement of Investments (including repurchase agreements of $2,568,000,000)—Note 1(b)	5,163,829,871	5,163,829,871
Interest receivable		1,158,105
		5,164,987,976
Liabilities ($):
Due to The Dreyfus Corporation and affiliates—Note 2(b)		515,459
Cash overdraft due to Custodian		1,551,173
Payable for shares of Beneficial Interest redeemed		1,560
		2,068,192
Net Assets ($)		5,162,919,784
Composition of Net Assets ($):
Paid-in capital		5,163,040,151
Accumulated net realized gain (loss) on investments		(120,367)
Net Assets ($)		5,162,919,784


Net Asset Value Per Share	Institutional Shares	Hamilton Shares	Agency Shares	Premier Shares	Classic Shares
Net Assets ($)	3,522,447,041	1,506,460,698	7,790,336	124,135,926	2,085,783
Shares Outstanding	3,521,228,472	1,505,956,558	7,788,061	124,094,827	2,085,088
Net Asset Value Per Share ($)	1.00	1.00	1.00	1.00	1.00

See notes to financial statements.

STATEMENT OF OPERATIONS
Year Ended March 31, 2017




Investment Income ($):
Interest Income					17,480,033
Expenses:
Management fee—Note 2(a)					5,049,169
Service Plan fees—Note 2(b)					1,146,636
Trustees’ fees—Note 2(a,c)					63,949
Total Expenses					6,259,754
Less—reduction in expenses due to undertaking—Note 2(a)					(1,465,060)
Less—Trustees’ fees reimbursed by Dreyfus—Note 2(a)					(63,949)
Net Expenses					4,730,745
Investment Income—Net					12,749,288
Net Realized Gain (Loss) on Investments—Note 1(b) ($)					(120,367)
Net Increase in Net Assets Resulting from Operations					12,628,921

See notes to financial statements.

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended March 31,	Three Months Ended March 31,		Year Ended December 31,
	2017		2016^a	2015
Operations ($):
Investment income—net	12,749,288		1,104,699	1,008,614
Net realized gain (loss) on investments	(120,367)		-	28,431
Net Increase (Decrease) in Net Assets Resulting from Operations	12,628,921		1,104,699	1,037,045
Distributions to Shareholders from ($):
Investment income—net:
Institutional Shares	(8,478,738)		(585,422)	(739,060)
Hamilton Shares	(4,141,115)		(512,183)	(268,575)
Agency Shares	(19,380)		(1,853)	(77)
Premier Shares	(109,767)		(5,192)	(888)
Classic Shares	(288)		(49)	(14)
Total Distributions	(12,749,288)		(1,104,699)	(1,008,614)
Beneficial Interest Transactions ($1.00 per share):
Net proceeds from shares sold:
Institutional Shares	22,980,495,740		1,428,868,047	6,324,228,345
Hamilton Shares	5,254,347,357		1,065,117,113	4,100,729,611
Agency Shares	19,175,582		4,220,216	96,841,422
Premier Shares	628,723,089		485,196,121	768,487,739
Classic Shares	227,910		10,524	186,409,095
Distributions reinvested:
Institutional Shares	1,473,740		34,258	4,311
Hamilton Shares	82,377		1,670	895
Premier Shares	2,803		92	15
Classic Shares	222		37	11
Cost of shares redeemed:
Institutional Shares	(20,449,116,878)		(1,424,380,072)	(6,562,376,083)
Hamilton Shares	(4,806,000,527)		(1,099,779,911)	(4,199,241,193)
Agency Shares	(21,518,147)		(5,422,088)	(98,000,674)
Premier Shares	(895,417,076)		(262,339,789)	(838,996,149)
Classic Shares	(275,384)		(5,574)	(212,085,073)
Increase (Decrease) in Net Assets from Beneficial Interest Transactions	2,712,200,808		191,520,644	(433,997,728)
Total Increase (Decrease) in Net Assets	2,712,080,441		191,520,644	(433,969,297)
Net Assets ($):
Beginning of Period	2,450,839,343		2,259,318,699	2,693,287,993
End of Period	5,162,919,784		2,450,839,343	2,259,318,699

^aThe fund has changed its fiscal year end from December 31 to March 31.
See notes to financial statements.

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information reflects financial results for a single fund share. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.



	Year Ended March 31,	Three Months Ended March 31,	Year Ended December 31,
Institutional Shares	2017	2016^a	2015	2014	2013	2012
Per Share Data ($):
Net asset value, beginning of period	1.00	1.00	1.00	1.00	1.00	1.00
Investment Operations:
Investment income—net	.004	.001	.001	.000^b	.000^b	.001
Distributions:
Dividends from investment income—net	(.004)	(.001)	(.001)	(.000)^b	(.000)^b	(.001)
Net asset value, end of period	1.00	1.00	1.00	1.00	1.00	1.00
Total Return (%)	.37	.06^c	.07	.03	.04	.12
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.14	.14^d	.14	.14	.14	.14
Ratio of net expenses to average net assets	.10	.10^d	.13	.14	.14	.14
Ratio of net investment income to average net assets	.39	.23^d	.07	.03	.04	.12
Net Assets, end of period ($ x 1,000)	3,522,447	989,155	984,688	1,222,787	1,184,394	760,601

^a The fund has changed its fiscal year end from December 31 to March 31.
^b Amount represents less than $.001 per share.
^c Not annualized.
^d Annualized.

See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)



	Year Ended March 31,	Three Months Ended March 31,	Year Ended December 31,
Hamilton Shares	2017	2016^a	2015	2014	2013	2012
Per Share Data ($):
Net asset value, beginning of period	1.00	1.00	1.00	1.00	1.00	1.00
Investment Operations:
Investment income—net	.003	.001	.000^b	.000^b	.000^b	.001
Distributions:
Dividends from investment income—net	(.003)	(.001)	(.000)^b	(.000)^b	(.000)^b	(.001)
Net asset value, end of period	1.00	1.00	1.00	1.00	1.00	1.00
Total Return (%)	.31	.05^c	.02	.00^d	.01	.07
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.19	.19^e	.19	.19	.19	.19
Ratio of net expenses to average net assets	.15	.15^e	.18	.17	.17	.19
Ratio of net investment income to average net assets	.32	.18^e	.02	.00^d	.01	.07
Net Assets, end of period ($ x 1,000)	1,506,461	1,058,340	1,093,087	1,191,569	1,671,719	1,469,811

^a The fund has changed its fiscal year end from December 31 to March 31.
^b Amount represents less than $.001 per share.
^c Not annualized.
^d Amount represents less than .01%.
^e Annualized.

See notes to financial statements.



	Year Ended March 31,	Three Months Ended March 31,	Year Ended December 31,
Agency Shares	2017	2016^a	2015	2014	2013	2012
Per Share Data ($):
Net asset value, beginning of period	1.00	1.00	1.00	1.00	1.00	1.00
Investment Operations:
Investment income—net	.002	.000^b	.000^b	.000^b	.000^b	.000^b
Distributions:
Dividends from investment income—net	(.002)	(.000)^b	(.000)^b	(.000)^b	(.000)^b	(.000)^b
Net asset value, end of period	1.00	1.00	1.00	1.00	1.00	1.00
Total Return (%)	.21	.02^c	.00^d	.00^d	.00^d	.00^d
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.29	.29^e	.29	.29	.29	.29
Ratio of net expenses to average net assets	.25	.25^e	.20	.17	.18	.26
Ratio of net investment income to average net assets	.21	.08^e	.00^d	.00^d	.00^d	.00^d
Net Assets, end of period ($ x 1,000)	7,790	10,138	11,340	12,500	13,861	22,295

See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)



	Year Ended March 31,	Three Months Ended March 31,	Year Ended December 31,
Premier Shares	2017	2016^a	2015	2014	2013	2012
Per Share Data ($):
Net asset value, beginning of period	1.00	1.00	1.00	1.00	1.00	1.00
Investment Operations:
Investment income—net	.001	.000^b	.000^b	.000^b	.000^b	.000^b
Distributions:
Dividends from investment income—net	(.001)	(.000)^b	(.000)^b	(.000)^b	(.000)^b	(.000)^b
Net asset value, end of period	1.00	1.00	1.00	1.00	1.00	1.00
Total Return (%)	.07	.00^c,d	.00^d	.00^d	.00^d	.00^d
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.44	.44^e	.44	.44	.44	.44
Ratio of net expenses to average net assets	.39	.33^e	.20	.17	.18	.26
Ratio of net investment income to average net assets	.07	.01^e	.00^d	.00^d	.00^d	.00^d
Net Assets, end of period ($ x 1,000)	124,136	391,072	168,074	238,608	400,990	337,837

See notes to financial statements.



	Year Ended March 31,	Three Months Ended March 31,	Year Ended December 31,
Classic Shares	2017	2016^a	2015	2014	2013	2012
Per Share Data ($):
Net asset value, beginning of period	1.00	1.00	1.00	1.00	1.00	1.00
Investment Operations:
Investment income—net^b	.000	.000	.000	.000	.000	.000
Distributions:
Dividends from investment income—net^b	(.000)	(.000)	(.000)	(.000)	(.000)	(.000)
Net asset value, end of period	1.00	1.00	1.00	1.00	1.00	1.00
Total Return (%)	.02	.00^c,d	.00^d	.00^d	.00^d	.00^d
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.69	.69^e	.69	.69	.69	.69
Ratio of net expenses to average net assets	.45	.32^e	.21	.17	.18	.26
Ratio of net investment income to average net assets	.01	.01^e	.00^d	.00^d	.00^d	.00^d
Net Assets, end of period ($ x 1,000)	2,086	2,134	2,129	27,824	129,314	169,866

See notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Institutional Preferred Government Money Market Fund (the “fund”) is a separate diversified series of Dreyfus Institutional Reserves Funds (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering three series, including the fund. The fund’s investment objective is to seek as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.

MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares, which are sold to the public without a sales charge. The fund is authorized to issue an unlimited number of $.001 par value shares of Beneficial Interest in each of the following classes of shares: Institutional shares, Hamilton shares, Agency shares, Premier shares and Classic shares. Hamilton shares, Agency shares, Premier shares and Classic shares are subject to a Service Plan adopted pursuant to Rule 12b-1 under the Act. Other differences between the classes include the services offered to and the expenses borne by each class, and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

It is the fund’s policy to maintain a constant net asset value (“NAV”) per share of $1.00; the fund has adopted certain investment, portfolio valuation and dividend and distribution policies to enable it to do so. There is no assurance, however, that the fund will be able to maintain a constant NAV per share of $1.00.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC

registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: Investments in securities are valued at amortized cost in accordance with Rule 2a-7 under the Act. If amortized cost is determined not to approximate market value, the fair value of the portfolio securities will be determined by procedures established by and under the general supervision of the Company’s Board of Trustees (the “Board”)..

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in

NOTES TO FINANCIAL STATEMENTS (continued)

accordance with rules under the Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected within Level 2 of the fair value hierarchy.

The following is a summary of the inputs used as of March 31, 2017 in valuing the fund’s investments:


Valuation Inputs	Short-Term Investments ($)^†
Level 1 - Unadjusted Quoted Prices	-
Level 2 - Other Significant Observable Inputs	5,163,829,871
Level 3 - Significant Unobservable Inputs	-
Total	5,163,829,871

^† See Statement of Investments for additional detailed categorizations.

At March 31, 2017, there were no transfers between levels of the fair value hierarchy.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Interest income, adjusted for accretion of discount and amortization of premium on investments, is earned from settlement date and is recognized on the accrual basis. Realized gains and losses from securities transactions are recorded on the identified cost basis.

The fund may enter into repurchase agreements with financial institutions, deemed to be creditworthy by Dreyfus, subject to the seller’s agreement to repurchase and the fund’s agreement to resell such securities at a mutually agreed upon price. Pursuant to the terms of the repurchase agreement, such securities must have an aggregate market value greater than or equal to the terms of the repurchase price plus accrued interest at all times. If the value of the underlying securities falls below the value of the repurchase price plus accrued interest, the fund will require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults on its repurchase obligation, the fund maintains its right to sell the underlying securities at market value and may claim any resulting loss against the seller. The collateral is held on behalf of the fund by the tri-party administrator with respect to any tri-party agreement. The fund may also jointly enter into one or more repurchase agreements with other Dreyfus-managed funds in accordance with an exemptive order granted by the SEC pursuant to section 17(d) and Rule 17d-1 under the Act. Any joint repurchase agreements must be collateralized fully by U.S. Government securities.

(c) Dividends and distributions to shareholders: It is the policy of the fund to declare dividends daily from investment income-net. Such dividends are paid monthly. Dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains.

(d) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended March 31, 2017, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended March 31, 2017, the fund did not incur any interest or penalties.

Each tax year in the two-year period ended March 31, 2017 and each tax year in the two-year period ended December 31, 2015 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At March 31, 2017, the components of accumulated earnings on a tax basis were substantially the same as for financial reporting purposes.

Under the Regulated Investment Company Modernization Act of 2010, the fund is permitted to carry forward capital losses for an unlimited period. Furthermore, capital loss carryovers retain their character as either short-term or long-term capital losses.

The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to March 31, 2017. The fund has $120,367 of short-term capital losses which can be carried forward for an unlimited period.

The tax character of distributions paid to shareholders during the fiscal periods ended March 31, 2017, March 31, 2016 and December 31, 2015 were all ordinary income.

At March 31, 2017, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 2—Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .14% of the value of the fund’s average daily net assets and is payable monthly. Out of its fee, Dreyfus pays all of the expenses of the fund except management fees, Rule 12b-1 Service Plan fees, brokerage fees, taxes, and expenses, fees and expenses of non-interested Trustees (including counsel fees) and extraordinary expenses. In addition, Dreyfus is required to reduce its fee in an amount equal to the fund’s allocable portion of fees and expenses of the non-interested Trustees (including counsel fees). During the period ended March 31, 2017, fees reimbursed by Dreyfus amounted to $63,949.

Dreyfus has also contractually agreed, from April 1, 2016 through August 1, 2017 to waive receipt of its fees and/or assume the expenses of the fund so that annual fund operating expenses (excluding Rule 12b-1 fees and certain other expenses) do not exceed .10% of the value of the fund’s average daily net assets. The reduction in expenses, pursuant to the undertaking, amounted to $1,442,620 during the period ended March 31, 2017.

Dreyfus has also undertaken to waive receipt of the management fee and/or reimburse operating expenses in order to facilitate a daily yield at or above a certain level which may change from time to time. This undertaking is voluntary and not contractual, and may be terminated at any time. The reduction in expenses, pursuant to the undertaking, amounted to $22,440 during the period ended March 31, 2017.

(b) Under the fund’s Service Plan adopted pursuant to Rule 12b-1 under the Act, with respect to the fund’s applicable Hamilton, Agency, Premier and Classic shares, the fund pays the Distributor for distributing such classes of shares, for servicing and/or maintaining shareholder accounts and for advertising and marketing. The Service Plan provides for payments to be made at annual rates of .05%, .15%, .30% and .55% of the value of such class’ average daily net assets of the Hamilton, Agency, Premier and Classic shares, respectively. The fees payable under the Service Plan are payable without regard to actual expenses incurred. During the period ended March 31, 2017, Hamilton, Agency, Premier and Classic shares were charged $642,252, $13,871, $479,249 and $11,264, respectively, pursuant to the Service Plan.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees

$599,383 and Service Plan fees $99,459, which are offset against an expense reimbursement currently in effect in the amount of $183,383.

(c) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees
Dreyfus Institutional Preferred Government Money Market Fund

We have audited the accompanying statement of asset and liabilities, including the statement of investments, of Dreyfus Institutional Preferred Government Money Market Fund (one of the series comprising Dreyfus Institutional Reserves Funds) as of March 31, 2017, and the related statement of operations for the year then ended, and the statement of changes in net assets and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2017 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Institutional Preferred Government Money Market Fund at March 31, 2017, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the indicated periods, in conformity with U.S. generally accepted accounting principles.

New York, New York
May 24, 2017

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby reports 100% of ordinary income dividends paid during the fiscal period ended March 31, 2017 as qualifying “interest-related dividends”.

BOARD MEMBERS INFORMATION (Unaudited)

INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (73)

Chairman of the Board (2008)

Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1995-present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997-present)

No. of Portfolios for which Board Member Serves: 135

———————

Francine J. Bovich (65)

Board Member (2015)

Principal Occupation During Past 5 Years:

· Trustee, The Bradley Trusts, private trust funds (2011-present)

Other Public Company Board Memberships During Past 5 Years:

· Annaly Capital Management, Inc., Board Member (May 2014-present)

No. of Portfolios for which Board Member Serves: 76

———————

Gordon J. Davis (75)

Board Member (2012)

Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-present)

· Partner in the law firm of Dewey & LeBoeuf LLP (1994-2012)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1997-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 58

———————

Isabel P. Dunst (70)

Board Member (2014)

Principal Occupation During Past 5 Years:

Principal Occupation During Past 5 Years:

· Of Counsel to the law firm of Hogan Lovells LLP (2015-present; previously, Partner, 1990-2014)

No. of Portfolios for which Board Member Serves: 34

———————

Nathan Leventhal (74)

Board Member (2009)

Principal Occupation During Past 5 Years:

· President Emeritus of Lincoln Center for the Performing Arts (2001-present)

· Chairman of the Avery Fisher Artist Program (1997-2014)

· Commissioner, NYC Planning Commission (2007-2011)

Other Public Company Board Memberships During Past 5 Years:

· Movado Group, Inc., Director (2003-present)

No. of Portfolios for which Board Member Serves: 48

———————

Robin A. Melvin (53)

Board Member (2014)

Principal Occupation During Past 5 Years:

· Co-chairman, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois; (2014-present; board member since 2013)

· Director, Boisi Family Foundation, a private family foundation that supports youth-serving organizations that promote the self sufficiency of youth from disadvantaged circumstances (1995-2012)

No. of Portfolios for which Board Member Serves: 107

———————

Roslyn M. Watson (67)

Board Member (2014)

Principal Occupation During Past 5 Years:

· Principal, Watson Ventures, Inc., a real estate investment company (1993-present)

No. of Portfolios for which Board Member Serves: 62

———————

Benaree Pratt Wiley (70)

Board Member (2009)

Principal Occupation During Past 5 Years:

· Principal, The Wiley Group, a firm specializing in strategy and business development (2005-present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (2008-present)

No. of Portfolios for which Board Member Serves: 86

———————

BOARD MEMBERS INFORMATION (Unaudited) (continued)
INTERESTED BOARD MEMBER

J. Charles Cardona (61)

Board Member (2014)

Principal Occupation During Past 5 Years:

· Retired. President and a Director of the Manager (2008-2016), Chairman of the Distributor (2013-2016, Executive Vice President, 1997-2013)

No. of Portfolios for which Board Member Serves: 34

J. Charles Cardona is deemed to be an “interested person” (as defined under the Act) of the Company as a result of his previous affiliation with The Dreyfus Corporation.

———————

Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80. The address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.

Clifford L. Alexander, Jr., Emeritus Board Member
Whitney I. Gerard, Emeritus Board Member
George L. Perry, Emeritus Board Member

OFFICERS OF THE FUND (Unaudited)

BRADLEY J. SKAPYAK, President since January 2010.

Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Chief Executive Officer of MBSC Securities Corporation since August 2016. He is an officer of 64 investment companies (comprised of 135 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since February 1988.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.

Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since June 2015; from June 2005 to June 2015, he served in various capacities with Deutsche Bank – Asset & Wealth Management Division, including as Director and Associate General Counsel, and Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since June 2015.

JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.

Associate General Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 54 years old and has been an employee of the Manager since February 1984.

JAMES BITETTO, Vice President and Assistant Secretary since January 2008.

Managing Counsel of BNY Mellon and Secretary of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since December 1996.

JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since January 2008.

Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since June 2000.

MAUREEN E. KANE, Vice President and Assistant Secretary since April 2015.

Managing Counsel of BNY Mellon since July 2014; from October 2004 until July 2014, General Counsel, and from May 2009 until July 2014, Chief Compliance Officer of Century Capital Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 55 years old and has been an employee of the Manager since July 2014.

SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.

Senior Counsel of BNY Mellon since March 2013, from August 2005 to March 2013, Associate General Counsel of Third Avenue Management. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. She is 41 years old and has been an employee of the Manager since March 2013.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since January 2008.

Senior Managing Counsel of BNY Mellon, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1990.

NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.

Counsel and Vice President of BNY Mellon since May 2016; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 until May 2016; Assistant General Counsel at RCS Advisory Services from July 2014 until November 2015; Associate at Sutherland, Asbill & Brennan from January 2013 until January 2014; Associate at K&L Gates from October 2011 until January 2013. She is an officer of 65 investment companies (comprised of 160 portfolios) managed by Dreyfus. She is 31 years old and has been an employee of the Manager since May 2016.

JAMES WINDELS, Treasurer since January 2008.

Director – Mutual Fund Accounting of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since April 1985.

OFFICERS OF THE FUND (Unaudited) (continued)

RICHARD CASSARO, Assistant Treasurer since January 2008.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since September 1982.

GAVIN C. REILLY, Assistant Treasurer since January 2008.

Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since January 2008.

Senior Accounting Manager – Dreyfus Financial Reporting, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 53 years old and has been an employee of the Manager since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since January 2008.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since June 1989.

ROBERT SVAGNA, Assistant Treasurer since January 2008.

Senior Accounting Manager – Fixed Income and Equity Funds of the Manager, and an officer of 65 investment companies (comprised of 160 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since January 2008.

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (65 investment companies, comprised of 160 portfolios). He is 59 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016.

Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the Dreyfus Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor and from 2007 to December 2011, Financial Processing Manager of the Distributor. She is an officer of 61 investment companies (comprised of 156 portfolios) managed by the Manager. She is 48 years old and has been an employee of the Distributor since 1997.

NOTES

For More Information

Dreyfus Institutional Preferred Government Money Market Fund

200 Park Avenue
New York, NY 10166

Manager

The Dreyfus Corporation
200 Park Avenue
New York, NY 10166

Custodian

The Bank of New York Mellon
225 Liberty Street
New York, NY 10286

Transfer Agent &
Dividend Disbursing Agent

Dreyfus Transfer, Inc.
200 Park Avenue
New York, NY 10166

Distributor

MBSC Securities Corporation
200 Park Avenue
New York, NY 10166


Ticker Symbols:	Institutional: DSVXX Hamilton: DSHXX Agency: DRGXX Premier: DERXX Classic: DLSXX

Telephone Call your Dreyfus Cash Investment Services Division representative or 1-800-346-3621

Mail Dreyfus Investment Division, 144 Glenn Curtiss Boulevard, Uniondale, NY 1556-0144

E-mail Send your request to info@dreyfus.com

Internet Access Dreyfus Investment Division at www.dreyfus.com

The fund will disclose daily, on www.dreyfus.com, the fund’s complete schedule of holdings as of the end of the previous business day. The schedule of holdings will remain on the website until the fund files its Form N-Q or Form N-CSR for the period that includes the date of the posted holdings.

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (phone 1-800-SEC-0330 for information).

Information regarding how the fund voted proxies related to portfolio securities for the most recent 12-month period ended June 30 is available at www.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.


© 2017 MBSC Securities Corporation 6546AR0317

Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.

Item 3. Audit Committee Financial Expert.

The Registrant's Board has determined Joseph S. DiMartino, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Mr. DiMartino is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $33,856 in 2016 and $34,702 in 2017.

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $6,430 in 2016 and $6,591 in 2017. For the fiscal year ended 2016, these services consisted of security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended. For the fiscal year ended 2017, these services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2016 and $0 in 2017.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $4,202 in 2016 and $3,009 in 2017. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $0 in 2016 and $0 in 2017.

(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item were $80 in 2016 and $94 in 2017. These services consisted of a review of the Registrant's anti-money laundering program.

The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were $0 in 2016 and $0 in 2017.

(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.

(e)(2) Note. None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal account's full-time, permanent employees.

Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $19,416,233 in 2016 and $19,359,584 in 2017.

Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures applicable to Item 10.

Item 11. Controls and Procedures.

(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Code of ethics referred to in Item 2.

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(a)(3) Not applicable.

(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dreyfus Institutional Reserves Funds

By: /s/ Bradley J. Skapyak

Bradley J. Skapyak

President

Date: May 23, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By: /s/ Bradley J. Skapyak

Bradley J. Skapyak

President

Date: May 23, 2017

By: /s/ James Windels

James Windels

Treasurer

Date: May 23, 2017

EXHIBIT INDEX

(a)(1) Code of ethics referred to in Item 2.

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)

(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)

EX-99.CODE ETH 2 codeofethics-march2014.htm CODE OF ETHICS codeofethics-march2014.htm - Generated by SEC Publisher for SEC Filing

THE DREYFUS FAMILY OF FUNDS

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE

AND SENIOR FINANCIAL OFFICERS

1. Covered Officers/Purpose of the Code

This code of ethics (the "Code") for the investment companies within the complex (each, a "Fund") applies to each Fund's Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, or other persons performing similar functions, each of whom is listed on Exhibit A (the "Covered Officers"), for the purpose of promoting:

· honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

· full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Fund;

· compliance with applicable laws and governmental rules and regulations;

· the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

· accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

2. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as "affiliated persons" of the Fund. The compliance programs and procedures of the Fund and the Fund's investment adviser (the "Adviser") are designed to prevent, or identify and correct, violations of these provisions. The Code does not, and is not intended to, repeat or replace these programs and procedures, and the circumstances they cover fall outside of the parameters of the Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the Adviser of which the Covered Officers are also officers or employees. As a result, the Code recognizes that the Covered Officers, in the ordinary course of their duties (whether formally for the Fund or for the Adviser, or for both), will be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund and, if addressed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, will be deemed to have been handled ethically. In addition, it is recognized by the Fund's Board that the Covered Officers also may be officers or employees of one or more other investment companies covered by this or other codes of ethics.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. Covered Officers should keep in mind that the Code cannot enumerate every possible scenario. The overarching principle of the Code is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.

Each Covered Officer must:

· not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

· not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; and

· not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith.

3. Disclosure and Compliance

· Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fund within his area of responsibility;

· each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund's Board members and auditors, and to governmental regulators and self-regulatory organizations;

· each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the Adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

· it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

4. Reporting and Accountability

Each Covered Officer must:

· upon adoption of the Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code;

· annually thereafter affirm to the Board that he has complied with the requirements of the Code; and

· notify the Adviser's General Counsel (the "General Counsel") promptly if he knows of any violation of the Code. Failure to do so is itself a violation of the Code.

The General Counsel is responsible for applying the Code to specific situations in which questions are presented under it and has the authority to interpret the Code in any particular situation. However, waivers sought by any Covered Officer will be considered by the Fund's Board.

The Fund will follow these procedures in investigating and enforcing the Code:

· the General Counsel will take all appropriate action to investigate any potential violations reported to him;

· if, after such investigation, the General Counsel believes that no violation has occurred, the General Counsel is not required to take any further action;

· any matter that the General Counsel believes is a violation will be reported to the Board;

· if the Board concurs that a violation has occurred, it will consider appropriate action, which may include: review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its board; or dismissal of the Covered Officer;

· the Board will be responsible for granting waivers, as appropriate; and

· any waivers of or amendments to the Code, to the extent required, will be disclosed as provided by SEC rules.

5. Other Policies and Procedures

The Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. The Fund's, its principal underwriter's and the Adviser's codes of ethics under Rule 17j-1 under the Investment Company Act and the Adviser's additional policies and procedures, including its Code of Conduct, are separate requirements applying to the Covered Officers and others, and are not part of the Code.

6. Amendments

The Code may not be amended except in written form, which is specifically approved or ratified by a majority vote of the Fund's Board, including a majority of independent Board members.

7. Confidentiality

All reports and records prepared or maintained pursuant to the Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or the Code, such matters shall not be disclosed to anyone other than the appropriate Funds and their counsel, the appropriate Boards (or Committees) and their counsel and the Adviser.

8. Internal Use

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

Dated as of: July 1, 2003

Exhibit A

Persons Covered by the Code of Ethics

Bradley J. Skapyak	President	(Principal Executive Officer)

James Windels	Treasurer	(Principal Financial and Accounting Officer)

Revised as of: January 1, 2010

EX-99.CERT 3 exh_302.htm CERTIFICATION REQUIRED BY RULE 30A-2 exh_302.htm - Generated by SEC Publisher for SEC Filing

[EX-99.CERT]—Exhibit (a)(2)

SECTION 302 CERTIFICATION

I, Bradley J. Skapyak, certify that:

1. I have reviewed this report on Form N-CSR of Dreyfus Institutional Reserves Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By: /s/ Bradley J. Skapyak

Bradley J. Skapyak

President

Date: May 23, 2017

SECTION 302 CERTIFICATION

I, James Windels, certify that:

1. I have reviewed this report on Form N-CSR of Dreyfus Institutional Reserves Funds;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By: /s/ James Windels

James Windels

Treasurer

Date: May 23, 2017

EX-99.906 CERT 4 exh_906.htm CERTIFICATION REQUIRED BY SECTION 906 exh_906.htm - Generated by SEC Publisher for SEC Filing

[EX-99.906CERT]

Exhibit (b)

SECTION 906 CERTIFICATIONS

In connection with this report on Form N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

By: /s/ Bradley J. Skapyak

Bradley J. Skapyak

President

Date: May 23, 2017

By: /s/ James Windels

James Windels

Treasurer

Date: May 23, 2017

This certificate is furnished pursuant to the requirements of Form N-CSR and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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