EX-99 5 exhibit1.txt COMPLIANCE MEMO TO THE BOARD MEMORANDUM TO: The Members of the Board of Dreyfus Premier Municipal Bond Fund FROM: Joni Lacks Charatan Assistant General Counsel DATE: September 10, 2001 SUBJECT: Review of Compliance with Rule 10f-3 Procedures ************************************************************************ The following constitutes the required report of purchases of securities that were effected pursuant to procedures as prescribed by Rule 10f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"), during the period June 30, 2001 through August 31, 2001. Rule 10f-3 under the 1940 Act exempts certain purchases of securities by a registered investment company that are otherwise prohibited under Section 10(f). Section 10(f) prohibits any Dreyfus-sponsored fund from acquiring securities if an affiliated person of the fund, including Mellon or any of its affiliates, concurrently is acting as a principal underwriter in connection with the offering of such securities to others. The foregoing restriction applies even if the purchase is actually made from an unaffiliated underwriter. This provision of the 1940 Act was designed to prevent an underwriter affiliated with a registered investment company from "dumping" otherwise unmarketable securities on the investment company. Under certain conditions, however, Rule 10f-3 provides an exemption from the prohibitions of Section 10(f). Rule 10f-3 permits a fund to purchase securities that would otherwise violate Section 10(f) if, among other things: 1. the securities were registered under the Securities Act of 1933, or were municipal securities, certain Rule 144A securities, or certain foreign offerings; 2. the securities were purchased prior to the end of the first full business day on which the issue is offered to the public, at a price that is not more than the price paid by each other purchaser of securities in that offering; 3. the securities were offered pursuant to a firm commitment underwriting; 4. the commission, spread or profit received or to be received by the principal underwriters is reasonable and fair compared to the commission, spread or profit received by others in connection with the underwriting of similar securities being sold during a comparable period of time; 5. the issuer of the security has been in continuous operation for not less than three years, or, with respect to municipal securities, the issuer meets certain rating requirements as set forth in the Rule; 6. the amount of securities of any class of such issue purchased by the investment company, or by two or more investment companies having the same investment adviser, does not exceed 25% of the principal amount of the offering of such class; and 7. the securities are purchased from a member of the syndicate other than the affiliated underwriter. The Portfolio Manager of Dreyfus Premier Municipal Bond Fund has provided the information in the report attached hereto to enable the Board to determine that the transaction described therein has been effected in compliance with the Procedures adopted by the Board with respect to such transactions. A copy of the form of Procedures previously adopted by the Board pursuant to Rule 10f-3 is attached for your review.