File No. 2-49073
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 74 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 74 [ X ]
(Check appropriate box or boxes.)
DREYFUS LIQUID ASSETS, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
X on May 1, 1995 pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
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on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal
year ended December 31, 1994 will be filed on or about February 24, 1995.
DREYFUS LIQUID ASSETS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 3
4 General Description of Registrant 4
5 Management of the Fund 7
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 16
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 12
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
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10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-2, B-18
13 Investment Objectives and Policies B-2
14 Management of the Fund B-4
15 Control Persons and Principal B-7
Holders of Securities
16 Investment Advisory and Other B-8
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS LIQUID ASSETS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-18
18 Capital Stock and Other Securities B-18
19 Purchase, Redemption and Pricing B-8; B-11;
of Securities Being Offered and B-16
20 Tax Status *
21 Underwriters B-1; B-9
22 Calculations of Performance Data B-17
23 Financial Statements B-20
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-13
31 Management Services C-13
32 Undertakings C-13
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS MAY 1, 1995
DREYFUS LIQUID ASSETS, INC.
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DREYFUS LIQUID ASSETS, INC. (THE "FUND") IS AN OPEN-END, DIVERSIFIED,
MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL FUND. ITS GOAL
IS TO PROVIDE YOU WITH AS HIGH A LEVEL OF CURRENT INCOME AS IS CONSISTENT
WITH THE PRESERVATION OF CAPITAL.
YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY. THE FUND PROVIDES FREE REDEMPTION CHECKS, WHICH YOU CAN USE IN
AMOUNTS OF $500 OR MORE FOR CASH OR TO PAY BILLS. YOU CONTINUE TO EARN INCOME
ON THE AMOUNT OF THE CHECK UNTIL IT CLEARS. YOU CAN PURCHASE OR REDEEM SHARES
BY TELEPHONE USING DREYFUS TELETRANSFER.
THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S PORTFOLIO.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND
THAT YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 1995, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE FUND AT
144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL
1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR 666.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY.
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TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.................... 3
Condensed Financial Information................... 3
Yield Information................................. 4
Description of the Fund........................... 4
Management of the Fund............................ 7
How to Buy Fund Shares............................ 8
Shareholder Services.............................. 9
How to Redeem Fund Shares......................... 12
Shareholder Services Plan......................... 15
Dividends, Distributions and Taxes................ 15
General Information............................... 16
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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[This Page Intentionally Left Blank]
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C> <C> <C> <C> <C>
Management Fees .......................................................................... .47%
Other Expenses............................................................................ .29%
Total Fund Operating Expenses............................................................. .76%
Example: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: $8 $24 $42 $94
</TABLE>
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL PERFORMANCE WILL VARY
AND MAY RESULT IN AN ACTUAL RETURN GREATER OR LESS THAN 5%.
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The purpose of the foregoing table is to assist you in understanding
the various costs and expenses borne by the Fund, and therefore indirectly by
investors, the payment of which will reduce investors' return on an annual
basis. The information in the foregoing table does not reflect any fee
waivers or expense reimbursement arrangements that may be in effect. You can
purchase Fund shares without charge directly from the Fund's distributor; you
may be charged a nominal fee if you effect transactions in Fund shares
through a securities dealer, bank or other financial institution. See
"Management of the Fund" and "Shareholder Services Plan."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
YEAR ENDED DECEMBER 31,
__________________________________________________________________________________________
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
PER SHARE DATA: _____ ____ ____ _____ _____ ____ ____ ____ ____ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year... $.9998 $.9999 $.9999 $.9994 $.9997 $.9997 $.9992 $.9991 $.9991 $.9990
______ ______ _______ _______ ______ _______ _______ ______ ______ ______
INVESTMENT OPERATIONS:
Investment income_net... .0783 .0629 .0609 .0691 .0871 .0764 .0570 .0341 .0261 .0348
Net realized gain (loss)
on investments........ .0001 -- (.0005) .0001 (.0002) -- (.0001) -- (.0001) .0001
______ ______ _______ _______ ______ _______ ______ ______ ______ ______
TOTAL FROM INVESTMENT
OPERATIONS......... .0784 .0629 .0604 .0692 .0869 .0764 .0569 .0341 .0260 .0349
______ ______ _______ _______ ______ _______ _______ ______ ______ ______
DISTRIBUTIONS:
Dividends from investment
income_net............. (.0783) (.0629) (.0609) (.0689) (.0869) (.0769) (.0570) (.0341) (.0261) (.0347)
______ ______ _______ _______ ______ _______ _______ ______ ______ ______
Net asset value,
end of year........... $.9999 $.9999 $.9994 $.9997 $.9997 $.9992 $.9991 $.9991 $.9990 $.9992
====== ====== ====== ====== ====== ======= ====== ====== ====== =====
TOTAL INVESTMENT
RETURN ..... 8.14% 6.50% 6.28% 7.11% 9.07% 7.99% 5.87% 3.47% 2.64% 3.53%
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses to
average net assets.... .66% .65% .67% .69% .66% .65% .67% .72% .77% .76%
Ratio of net investment
income to average
net assets........... 7.84% 6.32% 6.11% 6.92% 8.72% 7.66% 5.75% 3.43% 2.62% 3.49%
Net Assets end of year
(000's Omitted).. $7,991,133 $7,388,400 $7,446,635 $7,304,277 $7,835,754 $7,521,291 $6,200,255 $5,502,100 $4,828,134 $4,863,374
</TABLE>
Page 3
YIELD INFORMATION
From time to time, the Fund advertises its yield and effective yield.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. It can be expected that these yields will
fluctuate substantially. The yield of the Fund refers to the income generated
by an investment in the Fund over a seven-day period (which period will be
stated in the advertisement). This income is then annualized. That is, the
amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of
the investment. The effective yield is calculated similarly, but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. The Fund's
yield and effective yield may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Fund."
Yield information is useful in reviewing the Fund's performance, but
because yields will fluctuate, under certain conditions such information may
not provide a basis for comparison with domestic bank deposits, other
investments which pay a fixed yield for a stated period of time, or other
investment companies which may use a different method of computing yield.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., IBC/Donoghue's Money Fund Report, Morningstar,
Inc., Bank Rate Monitortrademark, N. Palm Beach, Fla. 33408 and other
industry publications.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE - The Fund's goal is to provide you with as high a
level of current income as is consistent with the preservation of capital.
The Fund's investment objective cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940) of
the Fund's outstanding voting shares. There can be no assurance that the
Fund's objective will be achieved. Securities in which the Fund will invest
may not earn as high a level of current income as long-term or lower quality
securities which generally have less liquidity, greater market risk and more
fluctuation in market value.
MANAGEMENT POLICIES - To achieve its goal, the Fund invests in short-term
money market instruments, consisting exclusively of securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities,
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks and London branches of
domestic banks, repurchase agreements, high grade commercial paper and other
short-term corporate obligations. The Fund will invest at least 25% of its
assets in bank obligations. See "Investment Considerations" below.
The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the Investment Company
Act of 1940, certain requirements of which are summarized below.
In accordance with Rule 2a-7, the Fund will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Board of Directors to present minimal credit
risks and which are rated in one of the two highest rating categories for
debt obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Board of
Directors. Moreover, the Fund will purchase only securities so rated in the
highest rating category or, if unrated, of comparable quality as determined
in accordance with such procedures. The nationally recognized statistical
rating organizations currently rating instruments of the type the Fund may
purchase are Moody's
Page 4
Investors Service, Inc., Standard & Poor's Corporation, Duff & Phelps Credit
Rating Co., Fitch Investors Service, Inc., IBCA Limited and IBCA Inc. and
Thomson BankWatch, Inc. and their rating criteria are described in the
Appendix to the Fund's Statement of Additional Information.
In addition, the Fund will not invest more than 5% of its total
assets in the securities (including the securities collateralizing a
repurchase agreement) of, or subject to puts issued by, a single issuer,
except that (i) the Fund may invest more than 5% of its total assets in a
single issuer for a period of up to three business days in certain limited
circumstances, (ii) the Fund may invest in obligations issued or guaranteed
by the U.S. Government without any such limitation, and (iii) the limitation
with respect to puts does not apply to unconditional puts if no more than 10%
of the Fund's total assets is invested in securities issued or guaranteed by
the issuer of the unconditional put. As to each security, these percentages
are measured at the time the Fund purchases the security. For further
information regarding the amortized cost method of valuing securities, see
"Determination of Net Asset Value" in the Fund's Statement of Additional
Information. There can be no assurance that the Fund will be able to maintain
a stable net asset value of $1.00 per share.
PORTFOLIO SECURITIES - Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities, for example, Government National Mortgage Association
pass-through certificates, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Federal Home Loan Banks, by the
right of the issuer to borrow from the Treasury; others, such as those issued
by the Federal National Mortgage Association, by discretionary authority of
the U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student Loan
Marketing Association, only by the credit of the agency or instrumentality. Th
ese securities bear fixed, floating or variable rates of interest. Interest
may fluctuate based on generally recognized reference rates or the
relationship of rates. While the U.S. Government provides financial support
to such U.S. Government-sponsored agencies or instrumentalities, no assurance
can be given that it will always do so since it is not so obligated by law.
The Fund will invest in such securities only when the Fund is satisfied that
the credit risk with respect to the issuer is minimal.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate. Investments in time deposits generally are
limited to London branches of domestic banks that have total assets in excess
of one billion dollars. Time deposits which may be held by the Fund will not
benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance
Corporation.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and of the drawer to pay the face amount of
the instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable rates of
interest.
Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs. The commercial paper purchased by
the Fund will consist only of direct obligations issued by domestic entities.
The other corporate obligations in which the Fund may invest consist of high
quality, short-term bonds and notes issued by domestic corporations.
Repurchase agreements involve the acquisition by the Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price usually
Page 5
not more than one week after its purchase. Certain costs may be incurred by
the Fund in connection with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the
securities, realization on the securities by the Fund may be delayed or
limited.
CERTAIN FUNDAMENTAL POLICIES - The Fund (i) may borrow money from banks for
temporary or emergency (not leveraging) purposes in an amount up to 5% of
the value of the Fund's total assets (including the amount borrowed) valued
at the lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made; (ii) may pledge its assets in an
amount up to 15% of the value of its total assets but only to secure
borrowings for temporary or emergency purposes; (iii) may invest up to 5% of
its assets in the commercial paper of any one issuer; (iv) as to 25% of its
assets, may invest up to 15% of its assets in the obligations of any one bank
and, as to the remainder, may invest not more than 5% of its assets in the
obligations of any one bank (in each case, subject to the provisions of Rule
2a-7); and (v) will invest at least 25% of its assets in obligations issued
by banks and may invest up to 25% of its assets in the securities of issuers
in a single industry, provided that there shall be no limitation on the
purchase of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. This paragraph describes fundamental policies
of the Fund which cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940) of the Fund's
outstanding voting shares. See "Investment Objective and Management Policies-
Investment Restrictions" in the Fund's Statement of Additional Information.
While not fundamental policies, the Fund may not invest more than 10%
of its total assets in time deposits maturing from two business days through
seven calendar days or more than 10% of its net assets in repurchase
agreements providing for settlement in more than seven days after notice.
INVESTMENT CONSIDERATIONS Since the Fund's portfolio may contain
securities issued by London branches of domestic banks, the Fund may be
subject to additional investment risks with respect to such securities that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. Such risks include future
political and economic developments, the possible imposition of United
Kingdom withholding taxes on interest income payable on the securities, the
possible establishment of exchange controls, the possible seizure or
nationalization of foreign deposits or the adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on such securities.
To the extent the Fund's investments are concentrated in the banking
industry, the Fund will have correspondingly greater exposure to the risk
factors which are characteristic of such investments. Sustained increases in
interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In
addition, the value of and the investment return on the Fund's shares could
be affected by economic or regulatory developments in or related to the
banking industry, which industry also is subject to the effects of the
concentration of loan portfolios in leveraged transactions and in particular
businesses, and competition within the banking industry as well as with other
types of financial institutions. The Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
The Fund attempts to increase yields by trading to take advantage of
short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might
Page 6
be sold at a price less than its purchase cost. Similarly, if interest rates
have declined from the time a security was purchased, such security, if sold,
might be sold at a price greater than its purchase cost. In either instance,
if the security was purchased at face value and held to maturity, no gain or
loss would be realized.
Investment decisions for the Fund are made independently from those
of other investment companies advised by The Dreyfus Corporation. However, if
such other investment companies are prepared to invest in, or desire to
dispose of, money market instruments at the same time as the Fund, available
investments or opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely affect the
price paid or received by the Fund or the size of the position obtained for
or disposed of by the Fund.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment adviser.
The Dreyfus Corporation is a wholly-owned subsidiary of Mellon Bank, N.A.,
which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As
of March 31, 1995, The Dreyfus Corporation managed or administered
approximately $__ billion in assets for more than 1.9 million investor
accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board of Directors in accordance with
Maryland law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$193 billion in assets as of December 31, 1994, including approximately $74
billion in mutual fund assets. As of December 31, 1994, various subsidiaries
of Mellon provided non-investment services, such as custodial or
administration services, for approximately $654 billion in assets, including
approximately $74 billion in mutual fund assets.
For the fiscal year ended December 31, 1994, the Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .47 of 1%
of the value of the Fund's average daily net assets. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or voluntarily assume
certain expenses of the Fund, which would have the effect of lowering the
overall expense ratio of the Fund and increasing yield to investors at the
time such amounts are waived or assumed, as the case may be. The Fund will
not pay The Dreyfus Corporation at a later time for any amounts it may waive,
nor will the Fund reimburse The Dreyfus Corporation for any amounts it may
assume.
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay securities
dealers or others in respect to these services.
The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor is a wholly-owned subsidiary of Institutional Administration
Services, Inc., a provider of mutual fund administration services, the parent
company of which is Boston Institutional Group, Inc.
Page 7
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 110 Washington Street, New York, New York 10286, is the
Fund's Custodian.
HOW TO BUY FUND SHARES
Fund shares are sold without a sales charge. You may be charged a
nominal fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. Stock certificates are issued
only upon your written request. No certificates are issued for fractional
shares. The Fund reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a
client of a securities dealer, bank or other financial institution which has
made an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial investment must be
accompanied by the Fund's Account Application. For full-time or part-time
employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members of a fund
advised by The Dreyfus Corporation, including members of the Fund's Board, or
the spouse or minor child of any of the foregoing, the minimum initial
investment is $1,000. For full-time or part-time employees of The Dreyfus
Corporation or any of its affiliates or subsidiaries who elect to have a
portion of their pay directly deposited into their Fund account, the minimum
initial investment is $50. In addition, the Fund reserves the right to offer
Fund shares without regard to minimum purchase requirements to employees
participating in certain qualified and non-qualified employee benefit plans
or other programs where contributions or account information may be
transmitted in a manner and form acceptable to the Fund. The Fund reserves
the right to vary further the initial and subsequent minimum investment
requirements at any time.
You may purchase Fund shares by check or wire, or through the Dreyfus
TELETRANSFER Privilege described below. Checks should be made payable to "The
Dreyfus Family of Funds," or, if for Dreyfus retirement plan accounts, to
"The Dreyfus Trust Company, Custodian." Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O. Box 9387,
Providence, Rhode Island 02940-9387, together with your Account Application.
For subsequent investments, your Fund account number should appear on the
check and an investment slip should be enclosed and sent to The Dreyfus
Family of Funds, P.O. Box 105, Newark, New Jersey 07101-0105. For Dreyfus
retirement plan accounts, both initial and subsequent investments should be
sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427. Neither initial nor subsequent investments should be
made by third party check. Purchase orders may be delivered in person only to
a Dreyfus Financial Center. THESE ORDERS WILL BE FORWARDED TO THE FUND AND
WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the nearest
Dreyfus Financial Center, please call one of the telephone numbers listed
under "General Information."
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, DDA #8900051795/Dreyfus Liquid
Assets, Inc., for purchase of Fund shares in your name. The wire must include
your Fund account number (for new accounts, your taxpayer identification
number ("TIN") should be included instead), account registration and dealer
number, if applicable. If your initial purchase of Fund shares is by wire,
please call 1-800-645-6561 after completing your wire payment to obtain your
Fund account number. Please include your Fund account number on the Fund's
Account Application and promptly mail the Account Application to the Fund, as
no redemptions will be permitted until the Account Application is received.
You may obtain further information about remitting funds in this manner from
your bank. All payments should be made in
Page 8
U.S. dollars and, to avoid fees and delays, should be drawn only on U.S.
banks. A charge will be imposed if any check used for investment in your
account does not clear. The Fund makes available to certain large institutions
the ability to issue purchase instructions through compatible computer
facilities.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account registration and
your Fund account number PRECEDED BY THE DIGITS "1111."
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified and non-qualified employee benefit plans or other programs where
(i) the employers or affiliated employers maintaining such plans or programs
have a minimum of 250 employees eligible for participation in such plans or
programs, or (ii) such plan's or program's aggregate investment in the
Dreyfus Family of Funds or certain other products made available by the
Distributor to such plans or programs exceeds one million dollars. All
present holdings of shares of funds in the Dreyfus Family of Funds by such
employee benefit plans or programs will be aggregated to determine the fee
payable with respect to each such purchase of Fund shares. The Distributor
reserves the right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts received from the
Fund, including past profits or any other source available to it.
Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form is received by the
Transfer Agent or other agent or entity subject to the direction of such
agents. Net asset value per share is determined as of the close of trading on
the floor of the New York Stock Exchange (currently 4:00 p.m., New York time)
on each day the New York Stock Exchange or the Transfer Agent is open for
business. Net asset value per share is computed by dividing the value of the
Fund's net assets (i.e., the value of its assets less liabilities) by the
total number of shares outstanding. See "Determination of Net Asset Value" in
the Fund's Statement of Additional Information.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
DREYFUS TELETRANSFER PRIVILEGE _ You may purchase Fund shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Fund's Account Application
or have filed a Shareholder Services Form with the Transfer Agent. The
proceeds will be transferred between the bank account designated in one of
these documents and your Fund account. Only a bank account maintained in a
domestic financial institution which is an Automated Clearing House member
may be so designated. The Fund may modify or terminate this Privilege at any
time or charge a service fee upon notice to shareholders. No such fee
currently is contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
FUND EXCHANGES - You may purchase, in exchange for shares of the Fund,
shares of certain other funds managed or administered by The Dreyfus
Corporation, to the extent such shares are offered for sale in your state of
residence. These funds have different investment objectives which may be of
interest to you. If you desire to use this service, please call
1-800-645-6561 to determine if it is available and whether any conditions are
imposed on its use.
Page 9
To request an exchange, you must give exchange instructions to the
Transfer Agent in writing or by telephone. Before any exchange, you must
obtain and should review a copy of the current prospectus of the fund into
which an exchange is being made. Prospectuses may be obtained by calling
1-800-645-6561. Except in the case of Personal Retirement Plans, the shares
being exchanged must have a current value of at least $500; furthermore, when
establishing a new account by exchange, the shares being exchanged must have
a value of at least the minimum initial investment required for the fund into
which the exchange is being made. The ability to issue exchange instructions
by telephone is given to all Fund shareholders automatically, unless you
check the applicable "NO"box on the Account Application, indicating that you
specifically refuse this privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed by all
shareholders on the account, or by a separate signed Shareholder Services
Form, also available by calling 1-800-645-6561. If you have established the
Telephone Exchange Privilege, you may telephone exchange instructions by
calling 1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. See "How to Redeem Fund Shares - Procedures." Upon an
exchange into a new account the following shareholder services and privileges,
as applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege, Check
Redemption Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege, Dreyfus TELETRANSFER Privilege and the dividend/capital gain
distribution option (except for Dreyfus Dividend Sweep) selected by the
investor.
Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the fund from
which you are exchanging were: (a) purchased with a sales load, (b) acquired
by a previous exchange from shares purchased with a sales load, or (c)
acquired through reinvestment of dividends or distributions paid with respect
to the foregoing categories of shares. To qualify, at the time of your
exchange you must notify the Transfer Agent. Any such qualification is
subject to confirmation of your holdings through a check of appropriate
records. See "Shareholder Services" in the Statement of Additional
Information. No fees currently are charged shareholders directly in
connection with exchanges, although the Fund reserves the right, upon not
less than 60 days' written notice, to charge shareholders a nominal fee in
accordance with rules promulgated by the Securities and Exchange Commission.
The Fund reserves the right to reject any exchange request in whole or in
part. The availability of Fund Exchanges may be modified or terminated at any
time upon notice to shareholders.
The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
DREYFUS AUTO-EXCHANGE PRIVILEGE - Dreyfus Auto-Exchange Privilege enables
you to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Fund, in shares of other funds in the
Dreyfus Family of Funds of which you are currently an investor. The amount
you designate, which can be expressed either in terms of a specific dollar or
share amount ($100 minimum), will be exchanged automatically on the first
and/or fifteenth of the month according to the schedule you have selected.
Shares will be exchanged at the then-current net asset value; however, a
sales load may be charged with respect to exchanges into funds sold with a
sales load. See "Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be modified or
cancelled by the Fund or the Transfer Agent. You may modify or cancel your
exercise of this Privilege at any time by writing to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund may
charge a service fee for the use of this Privilege. No such fee currently is
contemplated. The exchange of shares of
Page 10
one fund for shares of another is treated for Federal income tax purposes as
a sale of the shares given in exchange by the shareholder and, therefore, an
exchanging shareholder may realize a taxable gain or loss. For more
information concerning this Privilege and the funds in the Dreyfus Family of
Funds eligible to participate in this Privilege, or to obtain a Dreyfus
Auto-Exchange Authorization Form, please call toll free 1-800-645-6561.
DREYFUS-AUTOMATIC ASSET BUILDER - Dreyfus-AUTOMATIC Asset Builder permits
you to purchase Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund shares are purchased
by transferring funds from the bank account designated by you. At your
option, the bank account designated by you will be debited in the specified
amount, and Fund shares will be purchased, once a month, on either the first
or fifteenth day, or twice a month, on both days. Only an account maintained
at a domestic financial institution which is an Automated Clearing House
member may be so designated. To establish a Dreyfus-AUTOMATIC Asset Builder
account, you must file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form by calling 1-800-645-6561. You may
cancel your participation in this Privilege or change the amount of purchase
at any time by mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or, if for Dreyfus
retirement plan accounts, to The Dreyfus Trust Company, Custodian, P.O. Box
6427, Providence, Rhode Island 02940-6427, and the notification will be
effective three business days following receipt. The Fund may modify or
terminate this Privilege at any time or charge a service fee. No such fee
currently is contemplated.
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE - Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the Federal
government automatically deposited into your Fund account. You may deposit as
much of such payments as you elect. To enroll in Dreyfus Government Direct
Deposit, you must file with the Transfer Agent a completed Direct Deposit
Sign-Up Form for each type of payment that you desire to include in this
Privilege. The appropriate form may be obtained by calling 1-800-645-6561.
Death or legal incapacity will terminate your participation in this
Privilege. You may elect at any time to terminate your participation by
notifying in writing the appropriate Federal agency. Further, the Fund may
terminate your participation upon 30 days' notice to you.
MONTHLY OR QUARTERLY DISTRIBUTION PLANS - The Distribution Plans permit you
to receive monthly or quarterly payments from the Fund consisting of proceeds
from the redemption of shares purchased for your account through the
automatic reinvestment of dividends declared on your account during the
preceding month or calendar quarter.
You may open a Distribution Plan by submitting a request to the
Transfer Agent. A Plan may be ended at any time by you, the Fund or the
Transfer Agent. Shares for which certificates have been issued must be
presented before redemption under the Plans.
AUTOMATIC WITHDRAWAL PLAN - The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. An
application for Automatic Withdrawal can be obtained by calling
1-800-645-6561. There is a service charge of 50cents for each withdrawal
check. The Automatic Withdrawal Plan may be ended at any time by you, the
Fund or the Transfer Agent. Shares for which stock certificates have been
issued may not be redeemed through the Automatic Withdrawal Plan.
DREYFUS DIVIDEND OPTIONS - Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain distributions, if any,
paid by the Fund in shares of another fund in the Dreyfus Family of Funds of
which you are a shareholder. Shares of the other fund will be purchased at
the then-cur-
Page 11
rent net asset value; however, a sales load may be charged with respect to
investments in shares of a fund sold with a sales load. If you are
investing in a fund that charges a sales load, you may qualify for share
prices which do not include the sales load or which reflect a reduced sales
load. If you are investing in a fund that charges a contingent deferred sales
charge, the shares purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased shares. See
"Shareholder Services" in the Statement of Additional Information. Dreyfus
Dividend ACH permits you to transfer electronically dividends or dividends
and capital gain distributions, if any, from the Fund to a designated bank
account. Only an account maintained at a domestic financial institution which
is an Automated Clearing House member may be so designated. Banks may charge
a fee for this service.
For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges by mailing written notification to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. Enrollment in or
cancellation of these privileges is effective three business days following
receipt. These privileges are available only for existing accounts and may
not be used to open new accounts. Minimum subsequent investments do not apply
for Dreyfus Dividend Sweep. The Fund may modify or terminate these privileges
at any time or charge a service fee. No such fee currently is contemplated.
Shares of the Fund held under Keogh Plans, IRAs or other retirement plans are
not eligible for Dreyfus Dividend Sweep.
DREYFUS PAYROLL SAVINGS PLAN - Dreyfus Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus
account electronically through the Automated Clearing House system at each
pay period. To establish a Dreyfus Payroll Savings Plan account, you must
file an authorization form with your employer's payroll department. Your
employer must complete the reverse side of the form and return it to The
Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671.
You may obtain the necessary authorization form by calling 1-800-645-6561.
You may change the amount of purchase or cancel the authorization only by
written notification to your employer. It is the sole responsibility of your
employer, not the Distributor, The Dreyfus Corporation, the Fund, the
Transfer Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate this Privilege
at any time or charge a service fee. No such fee currently is contemplated.
Shares of the Fund held under Keogh Plans, IRAs or other retirement plans are
not eligible for this Privilege.
RETIREMENT PLANS - The Fund offers a variety of pension and profit-sharing
plans, including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover Accounts,"
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers: for Keogh Plans, please call 1-800-358-5566; for IRAs and
IRA "Rollover Accounts," please call 1-800-645-6561; and for SEP-IRAs, 401(k)
Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
HOW TO REDEEM FUND SHARES
GENERAL - You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When
a request is received in proper form, the Fund will redeem the shares at the
next determined net asset value.
The Fund imposes no charges when shares are redeemed. Securities
dealers, banks and other financial institutions may charge a nominal fee for
effecting redemptions of Fund shares. Any stock certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the
Page 12
shares redeemed may be more or less than their original cost, depending upon
the Fund's then-current net asset value.
The Fund ordinarily will make payment for all shares redeemed
within seven days of receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS
TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND
SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER AGENT, YOUR
REDEMPTION WILL BE EFFECTIVE AND THE REDEMPTION PROCEEDS WILL BE TRANSMITTED
TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK, DREYFUS
TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY
TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL NOT HONOR
REDEMPTION CHECKS UNDER THE CHECK REDEMPTION PRIVILEGE, AND WILL REJECT
REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE OR PURSUANT TO THE DREYFUS
TELETRANSFER PRIVILEGE, FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY
THE TRANSFER AGENT OF THE PURCHASE CHECK, THE DREYFUS TELETRANSFER PURCHASE
OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS
REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY
WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR
ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS
EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL
BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares
will not be redeemed until the Transfer Agent has received your Account
Application.
Ordinarily the Fund will initiate payment for all shares redeemed
pursuant to the regular redemption procedure, by wire or telephone or through
the Dreyfus TELETRANSFER Privilege on the next business day after receipt by
the Transfer Agent of a redemption request in proper form.
The Fund reserves the right to redeem your account at its option
upon not less than 45 days' written notice if your account's net asset value
is $500 or less and remains so during the notice period.
PROCEDURES - You may redeem shares by using the regular redemption procedure
through the Transfer Agent, the Check Redemption Privilege, the Wire
Redemption Privilege, the Telephone Redemption Privilege, or the Dreyfus
TELETRANSFER Privilege. The Fund makes available to certain large institutions
the ability to issue redemption instructions through compatible computer
facilities.
You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you and
reasonably believed by the Transfer Agent to be genuine. The Fund will
require the Transfer Agent to employ reasonable procedures, such as requiring
a form of personal identification, to confirm that instructions are genuine
and, if it does not follow such procedures, the Fund or the Transfer Agent
may be liable for any losses due to unauthorized or fraudulent instructions.
Neither the Fund nor the Transfer Agent will be liable for following
telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of these
other redemption procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption had
been used.
REGULAR REDEMPTION - Under the regular redemption procedure, you may redeem
your shares by written request mailed to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-
Page 13
9671. Redemption requests may be
delivered in person only to a Dreyfus Financial Center. THESE REQUESTS WILL
BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information." Redemption requests
must be signed by each shareholder, including each owner of a joint account,
and each signature must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees in proper
form generally will be accepted from domestic banks, brokers, dealers, credit
unions, national securities exchanges, registered securities associations,
clearing agencies and savings associations, as well as from participants in
the New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock Exchanges Medallion
Program. If you have any questions with respect to signature-guarantees,
please call one of the telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
CHECK REDEMPTION PRIVILEGE - You may request on the Account Application,
Shareholder Services Form or by later written request that the Fund provide
Redemption Checks drawn on the Fund's account. Redemption Checks may be made
payable to the order of any person in the amount of $500 or more. Redemption
Checks should not be used to close your account. Redemption Checks are free,
but the Transfer Agent will impose a fee for stopping payment of a Redemption
Check upon your request or if the Transfer Agent cannot honor a Redemption
Check due to insufficient funds or other valid reason. You should date your
Redemption Checks with the current date when you write them. Please do not
postdate your Redemption Checks. If you do, the Transfer Agent will honor,
upon presentment, even if presented before the date of the check, all
postdated Redemption Checks which are dated within six months of presentment
for payment, if they are otherwise in good order. Shares for which stock
certificates have been issued may not be redeemed by Redemption Check. Shares
held under Keogh Plans, IRAs or other retirement plans are not eligible for
this Privilege. This Privilege may be modified or terminated at any time by
the Fund or the Transfer Agent upon notice to shareholders.
Wire Redemption Privilege - You may request by wire or telephone that
redemption proceeds (minimum $1,000 ) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank if
your bank is not a member. To establish the Wire Redemption Privilege, you
must check the appropriate box and supply the necessary information on the
Fund's Account Application or file a Shareholder Services Form with the
Transfer Agent. You may direct that redemption proceeds be paid by check
(maximum $150,000 per day) made out to the owners of record and mailed to
your address. Redemption proceeds of less than $1,000 will be paid
automatically by check. Holders of jointly registered Fund or bank accounts
may have redemption proceeds of not more than $250,000 wired within any
30-day period. You may telephone redemption requests by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306. The
Fund reserves the right to refuse any redemption request, including requests
made shortly after a change of address, and may limit the amount involved or
the number of such requests. This Privilege may be modified or terminated at
any time by the Transfer Agent or the Fund. The Fund's Statement of
Additional Information sets forth instructions for transmitting redemption
requests by wire. Shares of the Fund held under Keogh Plans, IRAs or other
retirement plans, and shares for which certificates have been issued, are not
eligible for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE - You may redeem Fund shares (maximum
$150,000 per day) by telephone if you have checked the appropriate box on the
Fund's Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds will be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306. The
Fund reserves the right to refuse any request made by
Page 14
telephone, including requests made shortly after a change of address, and may
limit the amount involved or the number of telephone redemption requests. This
Privilege may be modified or terminated at any time by the Transfer Agent or
the Fund. Shares of the Fund held under Keogh Plans, IRAs or other retirement
plans, and shares for which certificates have been issued, are not eligible
for this Privilege.
DREYFUS TELETRANSFER PRIVILEGE - You may redeem Fund shares (minimum $500
per day) by telephone if you have checked the appropriate box and supplied
the necessary information on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The proceeds will be
transferred between your Fund account and the bank account designated in one
of these documents. Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be so designated.
Redemption proceeds will be on deposit in your account at an Automated
Clearing House member bank ordinarily two days after receipt of the
redemption request or, at your request, paid by check (maximum $150,000 per
day) and mailed to your address. Holders of jointly registered Fund or bank
accounts may redeem through the Dreyfus TELETRANSFER Privilege for transfer
to their bank account not more than $250,000 within any 30-day period. The
Fund reserves the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or terminate
this Privilege at any time or charge a service fee upon notice to
shareholders. No such fee is currently contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of Fund shares by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306.
Shares of the Fund held under Keogh Plans, IRAs or other retirement plans,
and shares issued in certificate form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan pursuant to which
the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of
The Dreyfus Corporation, an amount not to exceed an annual rate of .25 of 1%
of the value of the Fund's average daily net assets for certain allocated
expenses of providing personal services and/or maintaining shareholder
accounts. The services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares and pays dividends from its net
investment income on each day the New York Stock Exchange or the Transfer
Agent is open for business. The Fund's earnings for Saturdays, Sundays and
holidays are paid as dividends on the next business day. Shares begin
accruing dividends on the day following the date of purchase. Distributions
from net realized securities gains, if any, generally are declared and paid
once a year, 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"), in all events in a manner consistent with the
provisions of the Investment Company Act of 1940. The Fund will not make
distributions from net realized securities gains unless capital loss
carryovers, if any, have been utilized or have expired. You may choose
whether to receive dividends and distributions in cash or to reinvest in
additional Fund shares at net asset value. All expenses are accrued daily and
deducted before declaration of dividends to investors.
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gain realized from the sale or other disposition of certain
market discount bonds, paid by the Fund will be taxable to shareholders as
ordinary income whether received in
Page 15
cash or reinvested in additional Fund shares. No dividend will qualify for
the dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains of the Fund will be
taxable to U.S. shareholders as long-term capital gains regardless of how long
shareholders have held their Fund shares and whether such distributions are
received in cash or reinvested in additional Fund shares. The Code provides
that the net capital gains of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%. Dividends and distributions
may be subject to certain state and local taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gain and all or a
portion of any gain realized from the sale or other disposition of certain
market discount bonds, paid by the Fund to a foreign investor generally are
subject to U.S. nonresident withholding taxes at the rate of 30%, unless the
investor claims the benefit of a lower rate specified in a tax treaty.
Distributions from net realized long-term securities gains paid by the Fund to
a foreign investor generally will not be subject to U.S. nonresident
withholding tax. However, such distributions may be subject to backup
withholding, as described below, unless the foreign investor certifies his
non-U.S. residency status.
Notice as to the tax status of your dividends and distributions
will be mailed to you annually. You also will receive periodic summaries of
your account which will include information as to dividends and distributions
from securities gains, if any, paid during the year.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines that a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax withheld as
a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.
Management believes that the Fund has qualified for the fiscal year
ended December 31, 1994 as a "regulated investment company" under the Code.
The Fund intends to continue to so qualify if such qualification is in the
best interests of its shareholders. Such qualification relieves the Fund of
any liability for Federal income taxes to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The Fund is
subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable income and capital gains, if any.
You should consult your tax adviser regarding specific questions as
to Federal, state or local taxes.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on September 6, 1973,
and commenced operations on January 28, 1974. The Fund is authorized to issue
25 billion shares of Common Stock, par value $.10 per share. Each share has
one vote.
Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to
Page 16
hold a special meeting of shareholders for the purpose of removing a Director
from office and the holders of at least 25% of such shares may require the
Fund to hold a special meeting of shareholders for any other purpose. Fund
shareholders may remove a Director by the affirmative vote of a majority of
the Fund's outstanding voting shares. In addition, the Board of Directors will
call a meeting of shareholders for the purpose of electing Directors if, at
any time, less than a majority of the Directors then holding office have been
elected by shareholders.
The Transfer Agent maintains a record of your ownership and sends
you confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144
Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll
free 1-800-645-6561. In New York City, call 1-718-895-1206; on Long Island,
call 794-5452.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 17
[This Page Intentionally Left Blank]
Page 18
[This Page Intentionally Left Blank]
Page 19
DREYFUS
Liquid
Assets, Inc.
Prospectus
(Lion Logo)
Registration Mark
Copy Rights 1995, Dreyfus Service Corporation
039p15050195
DREYFUS LIQUID ASSETS, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 1, 1995
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus Liquid Assets, Inc.(the "Fund"), dated May 1, 1995, as it may be
revised from time to time. To obtain a copy of the Fund's Prospectus, please
write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5452
The Dreyfus Corporation (the "Manager") serves as the Fund's investment
adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . . . . . . . . B-2
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . B-4
Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . B-8
Purchase of Fund Shares. . . . . . . . . . . . . . . . . . . . . . . . B-9
Shareholder Services Plan. . . . . . . . . . . . . . . . . . . . . . . B-10
Redemption of Fund Shares. . . . . . . . . . . . . . . . . . . . . . . B-11
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . B-13
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . B-16
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . B-17
Yield Information. . . . . . . . . . . . . . . . . . . . . . . . . . . B-17
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . B-18
Information About the Fund . . . . . . . . . . . . . . . . . . . . . . B-18
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . . . . . . . . . B-19
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . B-20
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . B-29
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Description of the Fund."
Portfolio Securities
Bank Obligations. Investments in time deposits ("TDs") and certificates
of deposit ("CDs") are limited to domestic banks having total assets in excess
of one billion dollars and London branches of such domestic banks; investments
in bankers' acceptances are limited to domestic banks having total assets in
excess of one billion dollars. The Fund also is authorized to buy CDs issued
by banks, savings and loan associations and similar institutions with less
than one billion dollars in assets, the deposits of which are insured by the
Federal Deposit Insurance Corporation ("FDIC"), provided the Fund purchases
any such CD in the principal amount of no more than $100,000, which amount
would be fully insured by the Bank Insurance Fund or the Savings Association
Insurance Fund administered by the FDIC. Interest payments on such a CD are
not insured by the FDIC. The Fund would not own more than one such CD per
such issuer.
Both domestic banks and London branches of domestic banks are subject to
extensive but different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates which may be
charged. In addition, the profitability of the banking industry is dependent
largely upon the availability and cost of funds for the purpose of financing
lending operations under prevailing money market conditions. General economic
conditions as well as exposure to credit losses arising from possible
financial difficulties of borrowers play an important part in the operations
of the banking industry.
As a result of Federal or state laws and regulations, domestic banks
are, among other things, required to maintain specified levels of reserves,
limited in the amounts which they can loan to a single borrower and subject to
other regulations designed to promote financial soundness. However, not all of
such laws and regulations apply to the foreign branches of domestic banks.
CDs held by the Fund, other than those issued by banks with less than
one billion dollars in assets as described above, do not benefit materially,
and TDs do not benefit at all, from insurance from the Bank Insurance Fund or
the Savings Association Insurance Fund administered by the FDIC.
Repurchase Agreements. The Fund's custodian or subcustodian will have
custody of, and will hold in a segregated account, securities acquired by the
Fund under a repurchase agreement. Repurchase agreements are considered by
the staff of the Securities and Exchange Commission to be loans by the Fund.
In an attempt to reduce the risk of incurring a loss on a repurchase
agreement, the Fund will enter into repurchase agreements only with domestic
banks with total assets in excess of one billion dollars or primary government
securities dealers reporting to the Federal Reserve Bank of New York, with
respect to securities of the type in which the Fund may invest, and will
require that additional securities be deposited with it if the value of the
securities purchased should decrease below resale price. The Manager will
monitor on an ongoing basis the value of the collateral to assure that it
always equals or exceeds the repurchase price. The Fund will consider on an
ongoing basis the creditworthiness of the institutions with which it enters
into repurchase agreements.
Investment Restrictions. The Fund has adopted restrictions as
fundamental policies. These restrictions cannot be changed without approval
by the holders of a majority (as defined in the Investment Company Act of
1940, as amended (the "Act")) of the outstanding voting shares of the Fund.
The Fund may not:
1. Purchase common stocks, preferred stocks, warrants, other equity
securities, corporate bonds or debentures, state bonds, municipal bonds or
industrial revenue bonds (except through the purchase of debt obligations
referred to above and in the Prospectus).
2. Borrow money except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 5% of the value of the Fund's total
assets (including the amount borrowed) valued at the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made.
3. Pledge its assets except in an amount up to 15% of the value of
its total assets but only to secure borrowings for temporary or emergency
purposes.
4. Sell securities short.
5. Write or purchase put or call options.
6. Underwrite the securities of other issuers, purchase
securities subject to restrictions on disposition under the Securities Act of
1933 (so called "restricted securities") or purchase securities which are not
freely marketable.
7. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
8. Make loans to others, except through the purchase of debt
obligations and through repurchase agreements referred to in the Prospectus.
9. Invest more than 15% of its assets in the obligations of any
one bank or invest more than 5% of its assets in the commercial paper of any
one issuer. Notwithstanding the foregoing, to the extent required by rules of
the Securities and Exchange Commission, the Fund will not invest more than 5%
of its assets in the obligations of any one bank.
10. Invest less than 25% of its assets in obligations issued by banks
or invest more than 25% of its assets in the securities of issuers in any
other industry.
11. Invest in companies for the purpose of exercising control.
12. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values or
assets will not constitute a violation of that restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best interests
of the Fund and its shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of Fund shares in the state involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with information as to
their principal business occupations during at least the last five years, are
shown below. Each Director who is deemed to be an "interested person" of the
Fund, as defined in the Act, is indicated by an asterisk.
Directors of the Fund
LUCY WILSON BENSON, Director. President of Benson and Associates,
consultants to business and government. Mrs. Benson is a director of
Communications Satellite Corporation, General RE Corporation, and
Logistics Management Institute. She is also a Trustee of the Alfred P.
Sloan Foundation, Vice Chairman of the Board of Trustees of Lafayette
College, Vice Chairman of the Citizens Network for Foreign Affairs and
a member of the Council on Foreign Relations. Mrs. Benson served as a
consultant to the U.S. Department of State and to SRI International from
1980 to 1981. From 1977 to 1980, she was Under Secretary of State for
Security Assistance, Science and Technology. She is also a Board member
of ______ other funds in the Dreyfus Family of Funds. Mrs. Benson is 66
years old and her address is 46 Sunset Avenue, Amherst, Massachusetts
01002.
*DAVID W. BURKE, Director. Consultant to the Manager since August 1994.
From October 1990 to August 1994, he was Vice President and Chief
Administrative Officer of the Manager. During the period from 1977 to
1990, Mr. Burke was involved in the management of national television
news, as Vice President and Executive Vice President of ABC News, and
subsequently as President of CBS News. He is also a Board member of 51
other funds in the Dreyfus Family of Funds. Mr. Burke is 59 years old
and his address is 200 Park Avenue, New York, New York 10166.
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman
of the Board for various funds in the Dreyfus Family of Funds. For more
than five years prior thereto he was President, a director and, until
August 1994, Chief Operating Officer of the Manager and Executive Vice
President and a director of Dreyfus Service Corporation, a wholly-owned
subsidiary of the Manager and the Fund's distributor until August 24,
1994. From August 24, 1994 to December 31, 1994, he was a director of
Mellon Bank Corporation. He is also a director and former Treasurer of
The Muscular Dystrophy Association; a Trustee of Bucknell University;
and a director of the Noel Group, Inc. He is also a Board member of ___
other funds in the Dreyfus Family of Funds. Mr. DiMartino is 51 years
old and his address is 200 Park Avenue, New York, New York 10166.
MARTIN D. FIFE, Director. President of Fife Associates, Inc. and other
companies engaged in the chemical and plastics industries. He is also
a Board member of 11 other funds in the Dreyfus Family of Funds. Mr.
Fife is 68 years old and his address is 405 Lexington Avenue, New York,
New York 10174.
WHITNEY I. GERARD, Director. Partner of the New York City law firm of
Chadbourne & Parke. He is also a Board member of 11 other funds in the
Dreyfus Family of Funds. Mr. Gerard is 59 years old and his address is
30 Rockefeller Plaza, New York, New York 10112.
ARTHUR A. HARTMAN, Director. Senior consultant with APCO Associates Inc.
From 1981 to 1987, he was United States Ambassador to the former Soviet
Union. He is also a director of the ITT Hartford Insurance Group, Ford
Meter Box Corporation, Lauter International and a member of the advisory
councils of several other companies, research institutes and
foundations. He is a former President of the Harvard Board of
Overseers. He is also a Board member of 11 other funds in the Dreyfus
Family of Funds. Mr. Hartman is 69 years old and his address is 2738
McKinley Street, N.W., Washington, D.C. 20015.
GEORGE L. PERRY, Director. An economist and Senior Fellow at the Brookings
Institution since 1969. He is co-director of the Brookings Panel on
Economic Activity and editor of its journal, The Brookings Papers. He
is also a director of the State Farm Mutual Automobile Association,
State Farm Life Insurance Company and Federal Realty Investment Trust.
He is also a Board member of ___ other funds in the Dreyfus Family of
Funds. Mr. Perry is _____ years old and his address is 1775
Massachusetts Avenue, N.W., Washington, D.C. 20036.
PAUL D. WOLFOWITZ, Director. Dean of The Paul H. Nitze School of Advanced
International Studies at Johns Hopkins University. From 1989 to 1993,
he was Under Secretary of Defense for Policy. From 1986 to 1989, he was
the U.S. Ambassador to the Republic of Indonesia. From 1982 to 1986, he
was Assistant Secretary of State for East Asian and Pacific Affairs of
the Department of State. He is also a Board member of ___ other funds
in the Dreyfus Family of Funds. Mr. Wolfowitz is 50 years old and his
address is 1740 Massachusetts Avenue, N.W., Washington, D.C. 20036.
For so long as the Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Directors of the Fund who
are not "interested persons" of the Fund, as defined in the Act, will be
selected and nominated by the Directors who are not "interested persons" of
the Fund.
The Fund typically pays its Directors an annual retainer and a per
meeting fee and reimburses them for their expenses. The Chairman of the Board
receives an additional 25% of such compensation. For the fiscal year ended
December 31, 1994, the aggregate amount of compensation paid to each Director
by the Fund and all other funds in the Dreyfus Family of Funds for which such
person is a Board member were as follows:
<TABLE>
(5)
(3) Total
(2) Pension or (4) Compensation from
(1) Aggregate Retirement Benefits Estimated Annual Fund and Fund
Name of Board Compensation from Accrued as Part of Benefits Upon Complex Paid to
Member Fund* Fund's Expenses Retirement Board Members
- --------------- ------------------ -------------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Lucy Wilson Benson $8,500 none none 64,459
David W. Burke $3,297 none none 27,898
Joseph S. DiMartino** $_____ none none ______
Martin D. Fife $8,500 none none 51,750
Whitney I. Gerard $8,500 none none 52,000
Arthur A. Hartman $8,500 none none 52,000
George L. Perry $8,000 none none 52,000
Paul D. Wolfowitz $7,536 none none 32,631
_____________________
* Amount does not include reimbursed expenses for attending Board meetings, which amounted to $______
for all Directors as a group.
** Estimated amounts for the current fiscal year ending December 31, 1995.
</TABLE>
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating
Officer of the Distributor and an officer of other investment companies
advised or administered by the Manager. From December 1991 to July
1994, she was President and Chief Compliance Officer of Funds
Distributor, Inc., a wholly-owned subsidiary of The Boston Company,
Inc. Prior to December 1991, she served as Vice President and
Controller, and later as Senior Vice President, of The Boston Company
Advisors, Inc. She is 37 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President and
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992 to
July 1994, he served as Counsel for The Boston Company Advisors, Inc.
From August 1990 to February 1992, he was employed as an Associate at
Ropes & Gray, and prior to August 1990, he was employed as an Associate
at Sidley & Austin. He is 30 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary. Associate General
Counsel of the Distributor and an officer of other investment companies
advised or administered by the Manager. From September 1992 to August
1994, he was an attorney with the Board of Governors of the Federal
Reserve System. He is 30 years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. From 1988 to August
1994, he was Manager of the High Performance Fabric Division of Springs
Industries Inc. He is 33 years old.
JOSEPH F. TOWER,III, Assistant Treasurer. Senior Vice President, Treasurer
and Chief Financial Officer of the Distributor and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 32 years old.
JOHN J. PYBURN, Assistant Treasurer, Vice President of the Distributor and an
officer of other investment companies advised or administered by the
Manager. From 1984 to July 1994, he was Assistant Vice President in the
Mutual Fund Accounting Department of the Manager. He is 59 years old.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From March 1992 to July 1994, she was a
Compliance Officer for The Managers Funds, a registered investment
company. From March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts and, prior thereto, was
employed as a Research Assistant for the Bureau of National Affairs.
She is 50 years old.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From January 1992 to July 1994, he was a
Senior Legal Product Manager, and, from January 1990 to January 1992, he
was a mutual fund accountant, for The Boston Company Advisors, Inc. He
is 28 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's Common Stock outstanding on April 15, 1995.
MANAGEMENT AGREEMENT
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Management of the Fund."
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated August 24, 1994 with the Fund, which is
subject to annual approval by (i) the Fund's Board of Directors or (ii) vote
of a majority (as defined in the Act) of the outstanding voting securities of
the Fund, provided that in either event the continuance also is approved by
a majority of the Directors who are not "interested persons" (as defined in
the Act) of the Fund or the Manager, by vote cast in person at a meeting
called for the purpose of voting on such approval. The Board of Directors,
including a majority of the Directors who are not "interested persons" of any
party to the Agreement, last voted to renew the Agreement at a meeting held
on August 25, 1994. Shareholders last approved the Agreement on August 4,
1994. The Agreement is terminable without penalty on 60 days' notice by the
Fund's Board of Directors, by vote of a majority of the outstanding voting
securities of the Fund or by the Manager. The Agreement will terminate
automatically in the event of its assignment (as defined in the Act).
The following persons are officers and/or directors of the Manager:
Howard Stein, Chairman of the Board; W. Keith Smith, Vice Chairman of the
Board; Robert Riley, President, Chief Operating Officer and a director;
Lawrence S. Kash, Vice Chairman-Distribution and a director; Philip L. Toia,
Vice Chairman-Operations and Administration; Paul H. Snyder, Vice President
and Chief Financial Officer; Daniel C. Maclean, Vice President and General
Counsel; Elie M. Genadry, Vice President--Institutional Sales; Henry D.
Gottmann, Vice President-Retail Sales and Service; Jeffrey N. Nachman, Vice
President-Mutual Fund Accounting; Diane M. Coffey, Vice President-Corporate
Communications; Barbara E. Casey, Vice President-Retirement Services;
Katherine C. Wickham, Vice President-Human Resources; Mark N. Jacobs, Vice
President-Fund Legal and Compliance and Secretary; Maurice Bendrihem,
Controller; and Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman,
Lawrence M. Greene, Julian M. Smerling and David B. Truman, directors.
The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board of Directors. The Manager is responsible for investment decisions, and
provides the Fund with portfolio managers who are authorized by the Board to
execute purchases and sales of securities. The Fund's portfolio managers are
Robert P. Fort, Jr., Bernard Kiernan, Jr., Garitt Kono and Patricia A. Larkin.
The Manager also maintains a research department with a professional staff of
portfolio managers and securities analysts who provide research services for
the Fund as well as for other funds advised by the Manager. All purchases and
sales of securities are reported for the Board's review at the meeting
subsequent to such transactions.
All expenses incurred in the Fund's operations are borne by the Fund,
except to the extent specifically assumed by the Manager. The expenses borne
by the Fund include: taxes, interest, brokerage fees and commissions, if any,
fees of directors who are not officers, directors, employees or holders of 5%
or more of the outstanding voting securities of the Manager, Securities and
Exchange Commission fees, state Blue Sky qualification fees, advisory fees,
charges of custodians, registrar, transfer and dividend disbursing agents'
fees, certain insurance premiums, industry association fees, outside auditing
and legal expenses, costs of investor services (including allocable telephone
and personnel expenses), costs of shareholder reports and meetings, costs of
maintaining corporate existence, costs of printing prospectuses and statements
of additional information used for regulatory purposes and for distribution
to existing shareholders, and any extraordinary expenses.
The Manager maintains office facilities on behalf of the Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing services, and certain other
required services to the Fund. The Fund does not bear any of its advertising
or promotional costs.
As compensation for its services to the Fund, the Fund has agreed to pay
the Manager a monthly management fee, as provided in the Agreement, at the
following annual rate: 1/2 of 1% of the Fund's average daily net assets up
to $1.5 billion; 48/100ths of 1% of such net assets between $1.5 billion and
$2 billion; 47/100ths of 1% of such net assets between $2 billion and $2.5
billion; and 45/100ths of 1% of average net assets over $2.5 billion. All
fees and expenses are accrued daily and deducted before payment of dividends
to investors. The management fees paid by the Fund for the fiscal years ended
1992, 1993 and 1994 were $27,854,105, $24,284,199 and $22,824,684,
respectively.
The Manager has agreed that if in any fiscal year the Fund's aggregate
expenses, exclusive of taxes, brokerage, interest and (with the prior written
consent of the necessary state securities commissions) extraordinary expenses,
but including the management fee, exceed 1% of the value of the Fund's average
net assets for the fiscal year, the Manager will refund to the Fund, or bear,
the excess over 1%. Such expense reimbursement, if any, will be estimated,
reconciled and paid on a monthly basis. No expense reimbursement was required
as a result of the expense limitation for the fiscal years ended 1992, 1993
or 1994.
PURCHASE OF FUND SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Buy Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor also
acts as distributor for the other funds in the Dreyfus Family of Funds and for
certain other investment companies.
Dreyfus TeleTransfer Privilege. Dreyfus TeleTransfer purchase orders
may be made between the hours of 8:00 A.M. and 4:00 P.M., New York time, on any
business day that The Shareholder Services Group, Inc., the Fund's transfer
and dividend disbursing agent
(the "Transfer Agent"), and the New York Stock Exchange are open. Such
purchases will be credited to the shareholder's Fund account on the next bank
business day. To qualify to use Dreyfus TeleTransfer Privilege, the initial
payment for purchase of Fund shares must be drawn on, and redemption proceeds
paid to, the same bank and account as are designated on the Account
Application or Shareholder Services Form on file. If the proceeds of a
particular redemption are to be wired to an account at any other bank, the
request must be in writing and signature-guaranteed. See "Redemption of Fund
Shares--Dreyfus TeleTransfer Privilege."
Transactions Through Securities Dealers. Fund shares may be purchased
and redeemed through securities dealers which may charge a nominal transaction
fee for such services. Some dealers will place the Fund's shares in an
account with their firm. Dealers also may require that the customer invest
more than the $1,000 minimum investment; the customer not take physical
delivery of stock certificates; the customer not request redemption checks to
be issued in the customer's name; fractional shares not be purchased; monthly
income distributions be taken in cash; or other conditions.
There is no sales or service charge by the Fund or the Distributor,
although investment dealers, banks and other institutions may make reasonable
charges to investors for their services. The services provided and the
applicable fees are established by each dealer or other institution acting
independently of the Fund. The Fund has been given to understand that fees
may be charged for customer services including, but not limited to, same-day
investment of client funds; same-day access to client funds; advice to
customers about the status of their accounts, yield currently being paid or
income earned to date; provision of periodic account statements showing
security and money market positions; other services available from the dealer,
bank or other institution; and assistance with inquiries related to their
investment. Any such fees will be deducted monthly from the investor's
account, which on smaller accounts could constitute a substantial portion of
distributions. Small, inactive, long-term accounts involving monthly service
charges may not be in the best interest of investors. Investors should be
aware that they may purchase shares of the Fund directly from the Fund without
imposition of any maintenance or service charges, other than those already
described herein. In some states, banks or other institutions effecting
transactions in Fund shares may be required to register as dealers pursuant
to state law.
Reopening an Account. An investor may reopen an account with a minimum
investment of $100 without filing a new Account Application during the
calendar year the account is closed or during the following calendar year,
provided the information on the old Account Application is still applicable.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Shareholder Services
Plan."
The Fund has adopted a Shareholder Services Plan pursuant to which the
Fund reimburses Dreyfus Service Corporation for certain allocated expenses of
providing personal services and/or maintaining shareholder accounts. The
services provided may include personal services related to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts.
A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Directors for their review. In addition, the Shareholder
Services Plan provides that material amendments of the Shareholder Services
Plan must be approved by the Board of Directors, and by the Directors who are
not "interested persons" (as defined in the Act) of the Fund and have no direct
or indirect financial interest in the operation of the Shareholder Services
Plan by vote cast in person at a meeting called for the purpose of considering
such amendments. The Shareholder Services Plan is subject to annual approval
by such vote of the Directors cast in person at a meeting called for the
purpose of voting on the Shareholder Services Plan. The Shareholder Services
Plan is terminable at any time by vote of a majority of the Directors who are
not "interested persons" and have no direct or indirect financial interest in
the operation of the Shareholder Services Plan.
For the fiscal year ended December 31, 1994, the Fund reimbursed Dreyfus
Service Corporation $3,822,518 pursuant to the Shareholder Services Plan.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Redeem Fund
Shares."
Check Redemption Privilege. An investor may indicate on the Account
Application or by later written request that the Fund provide Redemption
Checks ("Checks") drawn on the Fund's account. Checks will be sent only to
the registered owner(s) of the account and only to the address of record. The
Account Application or later written request must be manually signed by the
registered owner(s). Checks may be made payable to the order of any person
in an amount of $500 or more. When a Check is presented to the Transfer Agent
for payment, the Transfer Agent, as the investor's agent, will cause the Fund
to redeem a sufficient number of shares in the investor's account to cover the
amount of the Check. Dividends are earned until the Check clears. After
clearance, a copy of the Check will be returned to the investor. Investors
generally will be subject to the same rules and regulations that apply to
checking accounts, although the election of this Privilege creates only a
shareholder-transfer agent relationship with the Transfer Agent.
If the amount of the Check is greater than the value of the shares in
the investor's account, the Check will be returned marked insufficient funds.
Wire Redemption Privilege. By using this Privilege, an investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor and reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Fund will initiate payment for shares redeemed pursuant to
this Privilege on the next business day after receipt by the Transfer Agent
of a redemption request in proper form. Redemption proceeds will be
transferred by Federal Reserve wire only to the commercial bank account
specified by the investor on the Account Application or Shareholder Services
Form. Redemption proceeds, if wired, must be in the amount of $1,000 or more
and will be wired to the investor's account at the bank of record designated
in the investor's file at the Transfer Agent, if the investor's bank is a
member of the Federal Reserve System, or to a correspondent bank if the
investor's bank is not a member. Fees ordinarily are imposed by such bank and
usually are borne by the investor. Immediate notification by the
correspondent bank to the investor's bank is necessary to avoid a delay in
crediting the funds to the investor's bank account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
---------------- ----------------
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free. Investors should advise the operator that the above
transmittal code must be used and should also inform the operator of the
Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature guaranteed
as described below under "Stock Certificates; Signatures."
Dreyfus TeleTransfer Privilege. Investors should be aware that if they
also have selected the Dreyfus TeleTransfer Privilege, any request for a wire
redemption will be effected as a Dreyfus TeleTransfer transaction through the
Automated Clearing House ("ACH") system unless more prompt transmittal
specifically is requested. Redemption proceeds will be on deposit in the
investor's account at an ACH member bank ordinarily two business days after
receipt of the redemption request. See "Purchase of Fund Shares--Dreyfus
TeleTransfer Privilege."
Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request. Written
redemption requests must be signed by each shareholder, including each holder
of a joint account, and each signature must be guaranteed. Signatures on
endorsed certificates submitted for redemption also must be guaranteed. The
Transfer Agent has adopted standards and procedures pursuant to which
signature-guarantees in proper form generally will be accepted from domestic
banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings
associations, as well as from participants in the New York Stock Exchange
Medallion Program, the Securities Transfer Agents Medallion Program ("STAMP")
and the Stock Exchange's Medallion Program. Guarantees must be signed by an
authorized signatory of the guarantor and "Signature-Guaranteed" must appear
with the signature. The Transfer Agent may request additional documentation
from corporations, executors, administrators, trustees or guardians, and may
accept other suitable verification arrangements from foreign investors, such
as consular verification. For more information with respect to signature-
guarantees, please call one of the telephone numbers listed on the cover.
Redemption Commitment. The Fund has committed itself to pay in cash all
redemption requests by any shareholder of record, limited in amount during any
90-day period to the lesser of $250,000 or 1% of the value of the Fund's net
assets at the beginning of such period. Such commitment is irrevocable
without the prior approval of the Securities and Exchange Commission. In the
case of requests for redemption in excess of such amount, the Board of
Directors reserves the right to make payments in whole or in part in
securities or other assets of the Fund in case of an emergency or any time a
cash distribution would impair the liquidity of the Fund to the detriment of
the existing shareholders. In such event, the securities would be valued in
the same manner as the Fund's portfolio is valued. If the recipient sold such
securities, brokerage charges would be incurred.
Suspension of Redemption. The right of redemption may be suspended or
the date of payment postponed (a) during any period when the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (b)
when trading in the markets the Fund ordinarily utilizes is restricted, or
when an emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's investments or determination of its
net asset value is not reasonably practicable, or (c) for such other periods
as the Securities and Exchange Commission by order may permit to protect the
Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Shareholder Services."
Fund Exchanges. Shares of other funds purchased by exchange will be
purchased on the basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are offered without a sales load
will be made without a sales load.
B. Shares of funds purchased without a sales load may be exchanged for
shares of other funds sold with a sales load, and the applicable
sales load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged without
a sales load for shares of other funds sold without a sales load.
D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a sales
load, and additional shares acquired through reinvestment of
dividends or distributions of any such funds (collectively referred
to herein as "Purchased Shares") may be exchanged for shares of
other funds sold with a sales load (referred to herein as "Offered
Shares"), provided that, if the sales load applicable to the Offered
Shares exceeds the maximum sales load that could have been imposed
in connection with the Purchased Shares (at the time the Purchased
Shares were acquired), without giving effect to any reduced loads,
the difference will be deducted.
To accomplish an exchange under item D above, shareholders must notify
the Transfer Agent of their prior ownership of fund shares and their account
number.
To request an exchange, an investor must give exchange instructions to
the Transfer Agent in writing or by telephone. The ability to issue exchange
instructions by telephone is given to all fund shareholders automatically,
unless the investor checks the applicable "NO" box on the Account Application,
indicating that the investor specifically refuses this Privilege. By using
the Telephone Exchange Privilege, the investor authorizes the Transfer Agent
to act on telephonic instructions from any person representing himself or
herself to be the investor, and reasonably believed by the Transfer Agent to
be genuine. Telephone exchanges may be subject to limitations as to the
amount involved or the number of telephone exchanges permitted. Shares issued
in certificate form are not eligible for telephone exchange.
To establish a Personal Retirement Plan by exchange, shares of the fund
being exchanged must have a value of at least the minimum initial investment
required for the fund into which the exchange is being made. For
Dreyfus-sponsored Keogh Plans, IRAs and IRAs set up under a Simplified
Employee Pension Plan ("SEP-IRAs") with only one participant, the minimum
initial investment is $750. To exchange shares held in Corporate Plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the minimum
initial investment is $100 if the plan has at least $2,500 invested among the
funds in the Dreyfus Family of Funds. To exchange shares held in Personal
Retirement Plans, the shares exchanged must have a current value of at least
$100.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund, shares of
another fund in the Dreyfus Family of Funds. This privilege is available only
for existing accounts. Shares will be exchanged on the basis of relative net
asset value as described above under "Fund Exchanges." Investors may cancel
this Privilege at any time by writing to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. Enrollment in or modification or
cancellation of this Privilege is effective three business days following
notification by the investor. An investor will be notified if his account
falls below the amount designated to be exchanged under this Privilege. In
this case, an investor's account will fall to zero unless additional
investments are made in excess of the designated amount prior to the next
Auto-Exchange transaction. Shares held under IRA and other retirement plans
are eligible for this Privilege. Exchanges of IRA shares may be made between
IRA accounts and from regular accounts to IRA accounts, but not from IRA
accounts to regular accounts. With respect to all other retirement accounts,
exchanges may be made only among those accounts.
Fund Exchanges and the Dreyfus Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being acquired
may legally be sold. Shares may be exchanged only between accounts having
identical names and other identifying designations.
Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. The Fund reserves the right to reject any
exchange request in whole or in part. The Fund Exchanges services or the
Dreyfus Auto-Exchange Privilege may be modified or terminated at any time upon
notice to shareholders.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a specified
dollar amount (minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares, not the yield
on the shares. If withdrawal payments exceed reinvested dividends and
distributions, the investor's shares will be reduced and eventually may be
depleted. There is a service charge of $.50 for each withdrawal check.
Automatic Withdrawal may be terminated at any time by the investor, the Fund
or the Transfer Agent. Shares for which stock certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows investors to
invest automatically on the payment date their dividends or dividends and
capital gain distributions, if any, from the Fund in shares of another fund
in the Dreyfus Family of Funds of which the investor is a shareholder. Shares
of funds purchased pursuant to the privilege will be purchased on the basis
of relative net asset value per share as follows:
A. Dividends and distributions paid by a fund may be
invested without imposition of a sales load in shares of
other funds that are offered without a sales load.
B. Dividends and distributions paid by a fund which does not
charge a sales load may be invested in shares of other
funds sold with a sales load, and the applicable sales
load will be deducted.
C. Dividends and distributions paid by a fund which charges
a sales load may be invested in shares of other funds
sold with a sales load (referred to herein as "Offered
Shares"), provided that, if the sales load applicable to
the Offered Shares exceeds the maximum sales load charged
by the fund from which dividends or distributions are
being swept, without giving effect to any reduced loads,
the difference will be deducted.
D. Dividends and distributions paid by a fund may be
invested in shares of other funds that impose a
contingent deferred sales charge ("CDSC") and the
applicable CDSC, if any, will be imposed upon
redemption of such shares.
Corporate Pension, Profit-Sharing and Personal Retirement Plans. The
Fund makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan. In addition,
the Fund makes available Keogh Plans, IRAs, including SEP-IRAs and IRA
"Rollover Accounts," and 403(b)(7) Plans. Plan support services are also
available.
Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adopting such plans.
A fee may be charged by the entity acting as custodian for Keogh Plans,
403(b)(7) Plans or IRAs, payment of which could require the liquidation of
shares. All fees charged are described in the appropriate form.
Shares may be purchased in connection with these plans only by direct
remittance to the entity which acts as custodian. Purchases for these plans
may not be made in advance of receipt of funds.
The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans, and SEP-IRAs, with more than one participant, is
$2,500, with no minimum on subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans, with only one participant, is normally $750, with no minimum on
subsequent purchases. Individuals who open an IRA also may open a non-working
spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan and the
appropriate form of Custodial Agreement for further details as to eligibility,
service fees and tax implications, and should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Buy Fund Shares."
Amortized Cost Pricing. The valuation of the Fund's portfolio
securities is based upon their amortized cost which does not take into account
unrealized gains or losses. This involves valuing an instrument at its cost
and thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation,
it may result in periods during which value, as determined by amortized cost,
is higher or lower than the price the Fund would receive if it sold the
instrument.
The Board of Directors has established, as a particular responsibility
within the overall duty of care owed to the Fund's investors, procedures
reasonably designed, taking into account current market conditions and the
Fund's investment objective, to stabilize the Fund's price per share as
computed for purposes of purchases and redemptions at $1.00. Such procedures
include review of the Fund's portfolio holdings by the Board of Directors, at
such intervals as it may deem appropriate, to determine whether the Fund's net
asset value calculated by using available market quotations or market
equivalents deviates from $1.00 per share based on amortized cost. In such
review, investments for which market quotations are readily available are
valued at the most recent bid price or yield equivalent for such securities
or for securities of comparable maturity, quality and type, as obtained from
one or more of the major market makers for the securities to be valued. Other
investments and assets are valued at fair value as determined in good faith
by the Board of Directors.
The extent of any deviation between the Fund's net asset value based
upon available market quotations or market equivalents and $1.00 per share
based on amortized cost will be examined by the Board of Directors. If such
deviation exceeds 1/2 of 1%, the Board of Directors will consider promptly
what action, if any, will be initiated. In the event the Board of Directors
determines that a deviation exists which may result in material dilution or
other unfair results to investors or existing shareholders, it has agreed to
take such corrective action as it regards as necessary and appropriate,
including: selling portfolio instruments prior to maturity to realize capital
gains or losses or to shorten average portfolio maturity; withholding
dividends or paying distributions from capital or capital gains; redeeming
shares in kind; or establishing a net asset value per share by using available
market quotations or market equivalents.
New York Stock Exchange and Transfer Agent Closings. The holidays (as
observed) on which the New York Stock Exchange and the Transfer Agent are
closed currently are: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in conjunction
with the section in Fund's Prospectus entitled "Dividends, Distributions and
Taxes."
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. However, all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds
will be treated as ordinary income under Section 1276 of the Internal Revenue
Code of 1986, as amended.
YIELD INFORMATION
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Yield Information."
For the seven-day period ended December 31, 1994, the Fund's yield was
4.78% and effective yield was 4.89%. Yield is computed in accordance with a
standardized method which involves determining the net change in the value of
a hypothetical pre-
existing Fund account having a balance of one share at the beginning of a
seven calendar day period for which yield is to be quoted, dividing the net
change by the value of the account at the beginning of the period to obtain
the base period return, and annualizing the results (i.e., multiplying the
base period return by 365/7). The net change in the value of the account
reflects the value of additional shares purchased with dividends declared on
the original share and any such additional shares and fees that may be charged
to shareholder accounts, in proportion to the length of the base period and
the Fund's average account size, but does not include realized gains and
losses or unrealized appreciation and depreciation. Effective yield is
computed by adding one to the base period return (calculated as described
above), raising that sum to a power equal to 365 divided by 7, and subtracting
1 from the result.
Yields will fluctuate and are not necessarily representative of future
results. An investor should remember that yield is a function of the type and
quality of the instruments in the portfolio, portfolio maturity and operating
expenses. An investor's principal in the Fund
is not guaranteed. See "Determination of Net Asset Value" for a discussion
of the manner in which the Fund's price per share is determined.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the issuer
or an underwriter or a market maker for the securities. Ordinarily no
brokerage commissions are paid by the Fund for such purchases. Purchases from
underwriters of portfolio securities include a concession paid by the issuer
to the underwriter and the purchase price paid to market makers for the
securities may include the spread between the bid and asked price. No
brokerage commissions have been paid by the Fund to date.
Transactions are allocated to various dealers by the Fund's portfolio
managers in their best judgment. The primary consideration is prompt and
effective execution of orders at the most favorable price. Subject to that
primary consideration, dealers may be selected for research, statistical or
other services to enable the Manager to supplement its own research and
analysis with the views and information of other securities firms. Securities
transactions are not directed to securities firms in consideration of sales
of Fund shares or of shares of other funds advised by the Manager.
Research services furnished by brokers through which the Fund effects
securities transactions may be used by the Manager in advising other funds it
advises and, conversely, research services furnished to the Manager by brokers
in connection with other funds the Manager advises may be used by the Manager
in advising the Fund. Although it is not possible to place a dollar value on
these services, it is the opinion of the Manager that the receipt and study
of such services should not reduce the overall expenses of its research
department.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "General Information."
In 1973, the Fund was incorporated as a money market mutual fund and it
commenced operations in 1974 as the first money market fund to be widely
offered on a retail basis. Money market mutual funds have subsequently grown
into a multibillion dollar industry.
Each share has one vote and, when issued and paid for in accordance with
the terms of the offering, is fully paid and non-assessable. Fund shares are
of one class and have equal rights as to dividends and in liquidation. Shares
have no preemptive, subscription or conversion rights and are freely trans-
ferable.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 90 Washington Street, New York, New York 10286, is
the Fund's custodian. The Shareholder Services Group, Inc., a subsidiary of
First Data Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671,
is the Fund's transfer and dividend disbursing agent. Neither The Bank of New
York nor The Shareholder Services Group, Inc. has any part in determining the
investment policies of the Fund or which securities are to be purchased or
sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
of Common Stock being sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, independent auditors, 787 Seventh Avenue, New York,
New York 10019, have been selected as the Fund's auditors.
<TABLE>
<CAPTION>
DREYFUS LIQUID ASSETS, INC.
STATEMENT OF INVESTMENTS DECEMBER 31, 1994
PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT--10.9% AMOUNT VALUE
---------------- --------------
<S> <C> <C>
Chase Manhattan Bank N.A. (London)
5.50%-6.56%, 1/6/95-5/22/95............................................. $ 140,000,000 $ 140,000,000
Fleet Bank of Massachusetts (London)
6.55%, 4/13/95.......................................................... 75,000,000 75,000,000
Harris Trust & Savings Bank (London)
5.55%-6.50%, 1/10/95-5/22/95............................................ 185,000,000 185,000,000
NationsBank of Texas N.A. (London)
5.13%, 3/17/95-3/20/95.................................................. 130,000,000 130,000,000
----------------
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
(cost $530,000,000)..................................................... $ 530,000,000
================
BANKERS' ACCEPTANCES--.2%
Bank of New York, Co. Inc.
6.55%, 4/27/95
(cost $9,793,456)....................................................... $ 10,000,000 $ 9,793,456
================
COMMERCIAL PAPER--67.5%
BHF Finance (Delaware) Inc.
5.58%, 1/11/95.......................................................... $ 50,000,000 $ 49,923,611
Bankers Trust New York Corp.
5.02%-5.58%, 1/6/95-2/17/95............................................. 190,000,000 189,575,592
Bear Stearns & Co. Inc.
5.84%-5.92%, 1/24/95-3/17/95............................................ 75,000,000 74,303,514
CS First Boston Inc.
5.11%, 1/11/95.......................................................... 50,000,000 49,930,556
Chase Manhattan Corp.
6.50%, 4/27/95.......................................................... 100,000,000 97,950,667
Ciesco L.P.
5.14%-6.48%, 1/20/95-4/10/95............................................ 51,000,000 50,553,330
Corporate Asset Funding Co. Inc.
5.47%, 1/10/95.......................................................... 24,500,000 24,466,925
Den Danske Corp. Inc.
5.09%-6.61%, 1/9/95-4/28/95............................................. 185,000,000 182,965,008
Ford Motor Credit Co.
6.44%-6.46%, 4/4/95-4/20/95............................................. 110,000,000 108,043,383
General Electric Capital Corp.
5.07%-6.56%, 1/9/95-4/28/95............................................. 221,000,000 218,734,216
General Electric Capital Services Inc.
5.14%-6.43%, 1/10/95-5/1/95............................................. 225,000,000 223,717,468
General Motors Acceptance Corp.
5.61%-6.49%, 1/10/95-4/20/95............................................ 240,000,000 237,725,439
Generale Bank Inc.
5.15%-5.23%, 1/12/95-3/17/95............................................ 95,000,000 94,675,542
DREYFUS LIQUID ASSETS, INC.
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994
PRINCIPAL
COMMERCIAL PAPER (CONTINUED) AMOUNT VALUE
---------------- --------------
Goldman Sachs Group L.P.
5.12%-6.48%, 1/5/95-4/20/95............................................. $ 233,000,000 $ 230,725,848
ITT Corp.
5.93%, 2/16/95.......................................................... 35,000,000 34,738,822
ITT Financial Corp.
5.51%-6.29%, 1/5/95-4/5/95.............................................. 195,000,000 193,182,624
Internationale Nederlanden (U.S.) Funding Corp.
5.41%, 2/2/95........................................................... 60,000,000 59,716,800
Lehman Brothers Holdings Inc.
5.14%-6.63%, 1/9/95-5/26/95............................................. 235,000,000 232,392,780
Merrill Lynch & Co. Inc.
5.51%-5.58%, 1/6/95-2/17/95............................................. 125,000,000 124,785,290
NYNEX Corp.
5.13%-6.29%, 1/13/95-4/7/95............................................. 210,000,000 207,602,169
Preferred Receivables Funding Corp.
5.46%, 1/18/95.......................................................... 48,100,000 47,977,572
Prudential Home Mortgage Company
5.08%, 1/31/95.......................................................... 25,000,000 24,896,875
Sears Roebuck Acceptance Corp.
5.45%-5.61%, 1/11/95-2/21/95............................................ 140,000,000 139,285,319
SwedBank Inc.
5.55%-6.53%, 1/23/95-5/22/95............................................ 235,000,000 232,202,669
Toronto-Dominion Holdings U.S.A. Inc.
6.49%-6.55%, 4/12/95-4/28/95............................................ 80,000,000 78,482,669
UBS Finance (Delaware) Inc.
6.25%, 1/3/95........................................................... 75,000,000 74,973,958
---------------
TOTAL COMMERCIAL PAPER (cost $3,283,528,646)................................ $3,283,528,646
================
CORPORATE NOTES--2.7%
Ford Motor Credit Co.
4.99%, 1/17/95.......................................................... $ 19,000,000 $ 19,003,112
General Electric Capital Corp.
3.54%, 1/19/95.......................................................... 25,000,000 24,999,179
Merrill Lynch & Co. Inc.
5.67%, 2/23/95-3/17/95 (a).............................................. 86,000,000 86,000,000
----------------
TOTAL CORPORATE NOTES (cost $130,002,291)................................... $ 130,002,291
================
SHORT-TERM BANK NOTES--8.0%
Comerica Bank
5.72%, 3/14/95 (a)...................................................... $ 25,000,000 $ 25,000,000
FCC National Bank (Delaware)
3.62%-3.70%, 1/19/95-2/3/95............................................. 150,000,000 149,998,161
DREYFUS LIQUID ASSETS, INC.
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994
PRINCIPAL
SHORT-TERM BANK NOTES (CONTINUED) AMOUNT VALUE
---------------- --------------
First National Bank of Chicago
5.06%, 1/9/95........................................................... $ 25,000,000 $ 25,000,000
Huntington National Bank
3.66%, 1/10/95.......................................................... 59,000,000 59,000,573
NationsBank of North Carolina N.A.
6.25%-6.53%, 3/31/95-4/28/95............................................ 105,000,000 105,000,000
PNC Bank N.A.
5.25%, 2/13/95.......................................................... 25,000,000 25,000,000
----------------
TOTAL SHORT-TERM BANK NOTES (cost $388,998,734)............................. $ 388,998,734
================
U.S. GOVERNMENT AGENCIES--1.9%
Federal National Mortgage Association
Floating Rate Notes
5.97% 2/14/97(a)
(cost $90,000,000)...................................................... $ 90,000,000 $ 90,000,000
================
U.S. TREASURY BILLS--.5%
3.69%, 2/9/95
(cost $24,903,583)...................................................... $ 25,000,000 $ 24,903,583
================
TIME DEPOSITS--4.9%
Chemical Bank (London)
5.37%, 1/3/95........................................................... $ 201,000,000 $ 201,000,000
Republic National Bank of New York (London)
4.68%, 1/3/95........................................................... 38,459,000 38,459,000
----------------
TOTAL TIME DEPOSITS (cost $239,459,000)..................................... $ 239,459,000
================
REPURCHASE AGREEMENTS--3.7%
Eastbridge Capital Inc., 6.25%
dated 12/30/94, due 1/3/95 in the amount of $150,104,167
(fully collateralized by $159,215,000 U.S. Treasury Bills
due from 6/1/95-6/15/95, value $154,680,460)............................ $ 150,000,000 $ 150,000,000
Yamaichi International America Inc., 6.15%
dated 12/30/94, due 1/3/95 in the amount of $30,654,933
(fully collateralized by $30,000,000 U.S. Treasury Notes
7 3/4%, due 2/15/95, value $30,946,875)................................. 30,634,000 30,634,000
--------------
TOTAL REPURCHASE AGREEMENTS (cost $180,634,000)............................. $ 180,634,000
================
TOTAL INVESTMENTS (cost $4,877,319,710)............................ 100.3% $4,877,319,710
===== ================
LIABILITIES, LESS CASH AND RECEIVABLES............................. (.3%) $ (13,945,829)
===== ================
NET ASSETS......................................................... 100.0% $4,863,373,881
===== ================
</TABLE>
NOTE TO STATEMENT OF INVESTMENTS;
(a) Variable interest rate - subject to periodic change.
See notes to financial statements.
<TABLE>
DREYFUS LIQUID ASSETS, INC.
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1994
<S> <C> <C>
ASSETS:
Investments in securities, at value-Note 1(a,b)......................... $4,877,319,710
Cash.................................................................... 63,669,997
Interest receivable..................................................... 16,595,220
Prepaid expenses........................................................ 1,906,900
----------------
4,959,491,827
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 1,991,917
Payable for Common Stock redeemed....................................... 92,279,372
Accrued expenses........................................................ 1,846,657 96,117,946
------------- --------------
NET ASSETS ................................................................ $4,863,373,881
==============
REPRESENTED BY:
Paid-in capital......................................................... $4,866,273,824
Accumulated undistributed investment income-net......................... 652,902
Accumulated net realized (loss) on investments.......................... (3,552,845)
----------------
NET ASSETS at value applicable to 4,867,149,462 shares outstanding
(25 billion shares of $.10 par value Common Stock authorized)........... $4,863,373,881
==============
NET ASSET VALUE, offering and redemption price per share
($4,863,373,881 / 4,867,149,462 shares)................................. $1.00
=====
</TABLE>
See notes to financial statements.
<TABLE>
DREYFUS LIQUID ASSETS, INC.
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994
<S> <C> <C>
INVESTMENT INCOME:
INTEREST INCOME......................................................... $ 206,207,936
EXPENSES:
Management fee-Note 2(a).............................................. $22,824,684
Shareholder servicing costs-Note 2(b)................................. 12,908,462
Prospectus and shareholders' reports.................................. 382,644
Custodian fees........................................................ 318,893
Professional fees..................................................... 94,157
Registration fees..................................................... 63,650
Directors' fees and expenses-Note 2(c)................................ 44,825
Miscellaneous......................................................... 294,557
-------------
TOTAL EXPENSES.................................................... 36,931,872
--------------
INVESTMENT INCOME--NET...................................................... 169,276,064
NET REALIZED GAIN ON INVESTMENTS--Note 1(b)................................. 329,169
---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $ 169,605,233
===============
</TABLE>
See notes to financial statements.
<TABLE>
DREYFUS LIQUID ASSETS, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
-------------------------------
1993 1994
---------------- --------------
<S> <C> <C>
OPERATIONS:
Investment income-net................................................... $ 135,373,883 $ 169,276,064
Net realized gain on investments........................................ 178,144 329,169
---------------- --------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. 135,552,027 169,605,233
---------------- --------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net................................................... (135,373,883) (168,623,162)
---------------- --------------
CAPITAL STOCK TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold........................................... 15,561,021,427 14,805,667,408
Dividends reinvested.................................................... 134,811,058 167,952,577
Cost of shares redeemed................................................. (16,369,977,245)(14,939,362,012)
---------------- --------------
INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS..... (674,144,760) 34,257,973
---------------- --------------
TOTAL INCREASE (DECREASE) IN NET ASSETS........................... (673,966,616) 35,240,044
NET ASSETS:
Beginning of year....................................................... 5,502,100,453 4,828,133,837
---------------- --------------
End of year (including undistributed investment
income-net; $652,902 in 1994)......................................... $4,828,133,837 $4,863,373,881
================ ==============
</TABLE>
See notes to financial statements.
DREYFUS LIQUID ASSETS, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Fund's Prospectus dated May 1, 1995.
DREYFUS LIQUID ASSETS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940 ("Act")
as a diversified open-end management investment company. Dreyfus Service
Corporation, until August 24, 1994, acted as the exclusive distributor of the
Fund's shares, which are sold to the public without a sales charge. Dreyfus
Service Corporation is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager"). Effective August 24, 1994, the Manager became a direct
subsidiary of Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of Institutional Administration Services, Inc., a provider of
mutual fund administration services, the parent company of which is Boston
Institutional Group, Inc.
It is the Fund's policy to maintain a continuous net asset value 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 stable net asset
value of $1.00.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost, which
has been determined by the Fund's Board of Directors to represent the fair
value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Interest
income is recognized on the accrual basis. Cost of investments represents
amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Fund's Manager, subject to the
seller's agreement to repurchase and the Fund's agreement to resell such
securities at a mutually agreed upon price. Securities purchased subject to
repurchase agreements are deposited with the Fund's custodian and, pursuant
to the terms of the repurchase agreement, must have an aggregate market value
greater than or equal to 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 the right to sell the underlying securities at
market value and may claim any resulting loss against the seller
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
and pay dividends from investment income-net on each business day. Dividends
from net realized capital gain 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. To the extent that
net realized capital gain can be offset by capital loss carryovers, it is the
policy of the Fund not to distribute such gain.
On January 3, 1995, the Fund declared a cash dividend of approximately
$.0001 per share from undistributed investment income-net which includes
investment income-net for Saturday, December 31, 1994.
(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 Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
DREYFUS LIQUID ASSETS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fund has an unused capital loss carryover of approximately $3,553,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to December 31, 1994. If not
applied, $1,356,000 of the carryover expires in 1995, $2,126,000 expires in
1997 and $71,000 expires in 1998.
At December 31, 1994, 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).
NOTE 2--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is based on the average daily value of the Fund's net
assets and is computed at the following annual rates: 1/2 of 1% of the first
$1.5 billion; 48/100ths of 1% of the next $500 million; 47/100ths of 1% of
the next $500 million; and 45/100ths of 1% over $2.5 billion. The fee is
payable monthly.
The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, interest on
borrowings, brokerage commissions and extraordinary expenses, exceed 1% of
the average value of the Fund's net assets for any full year. No expense
reimbursement was required pursuant to the Agreement for the year ended
December 31, 1994.
(B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation an amount not to exceed an annual rate of .25 of
1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts. During the year ended
December 31, 1994, the Fund was charged an aggregate of $3,822,518 pursuant
to the Shareholder Services Plan.
(C) Prior to August 24, 1994, certain officers and directors of the Fund
were "affiliated persons," as defined in the Act, of the Manager and/or
Dreyfus Service Corporation. Each director who is not an "affiliated person"
receives an annual fee of $6,500 and an attendance fee of $500 per meeting.
DREYFUS LIQUID ASSETS, INC.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS LIQUID ASSETS, INC.
We have audited the accompanying statement of assets and liabilities of
Dreyfus Liquid Assets, Inc., including the statement of investments, as of
December 31, 1994, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in
the period then ended, and financial highlights for each of the years
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 generally accepted auditing
standards. 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1994 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. 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 Liquid Assets, Inc. at December 31, 1994, and the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended and the financial highlights
for each of the indicated years, in conformity with generally accepted
accounting principles.
(Ernst & Young LLP Signature Logo)
New York, New York
January 27, 1995
DREYFUS LIQUID ASSETS, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for each of the ten years in
the period ended December 31, 1994.
Included in Part B of the Registration Statement:
Statement of Investments--December 31, 1994.
Statement of Assets and Liabilities--December 31, 1994.
Statement of Operations--year ended December 31, 1994.
Statement of Changes in Net Assets--for each of the
two years in the period ended December 31, 1994.
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors, dated
January 27, 1995.
All Schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Articles of Incorporation and Articles of Amendment.
(2) Registrant's By-Laws, as amended.
(4) Specimen certificate for the Registrant's securities is incorporated
by reference to Exhibit (4)(a) of Form N-8B-1, filed on September
18, 1993.
(5) Management Agreement.
(6)(a) Distribution Agreement.
(6)(b) Forms of Shareholder Services Agreements
(8)(a) Amended and Restated Custody Agreement.
(9) Shareholder Services Plan.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (3) of Pre-Effective Amendment No. 3 to the
Registration Statement on Form S-5, filed on January 17, 1994.
(11) Consent of Independent Auditors.
(16) Schedules of Computation of Performance Data are incorporated by
reference to Exhibit (16) of Post-Effective Amendment No. 69 to the
Registration Statement on Form N-1A, filed on April 20, 1994.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors and officers.
(b) Certificate of Secretary.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of February 17, 1995
______________ _______________________________
Common Stock
(Par value $.10) 171,384
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract, arrangements
or statute under which a director, officer, underwriter or affiliated
person of the Registrant is insured or indemnified in any manner
against any liability which may be incurred in such capacity, other
than insurance provided by any director, officer, affiliated person
or underwriter for their own protection, is incorporated by reference
to Item 4 of Part II of Post-Effective Amendment No. 47 to the
Registration Statement on Form N-1A, filed on February 19, 1982.
Reference is also made to the Distribution Agreement attached hereto
as Exhibit (6)(a).
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser and manager for sponsored investment companies
registered under the Investment Company Act of 1940 and as an
investment adviser to institutional and individual accounts.
Dreyfus also serves as sub-investment adviser to and/or
administrator of other investment companies. Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus, serves
primarily as a registered broker-dealer of shares of investment
companies sponsored by Dreyfus and of other investment companies
for which Dreyfus acts as investment adviser, sub-investment
adviser or administrator. Dreyfus Management, Inc., another
wholly-owned subsidiary, provides investment management services
to various pension plans, institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE Director:
Director Dreyfus America Fund
JULIAN M. SMERLING None
Director
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
DAVID B. TRUMAN Former Director:
(cont'd) Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++;
The Dreyfus Fund International
Limited+++++;
World Balanced Fund+++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York;
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of the Board The Boston Company
One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
ROBERT E. RILEY Director:
President, Chief Dreyfus Service Corporation
Operating Officer,
and a Director
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Director:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++'
Dreyfus Service Corporation*;
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Group Holdings, Inc.
Executive Vice President
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company+++;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
The Dreyfus Security Savings Bank F.S.B.+;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization*;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
PAUL H. SNYDER Director:
Vice President-Finance Pennsylvania Economy League
and Chief Financial Philadelphia, Pennsylvania;
Officer Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Dreyfus Service Corporation*
Director and Vice President:
Financial Executives Institute,
Philadelphia Chapter
Philadelphia, Pennsylvania
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust Co.
One Boston Place
Boston, Massachusetts 02108;
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services Division of Dreyfus
Institutional Sales Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Vice President:
The Dreyfus Trust Company++;
HENRY D. GOTTMANN Executive Vice President:
Vice President-Retail Dreyfus Service Corporation*;
Sales and Service Vice President:
Dreyfus Precious Metals*;
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*;
JEFFREY N. NACHMAN None
Vice President-Mutual Fund
Accounting
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President- Department of Parks and Recreation of the
Human Resources City of New York
830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President, Secretary and Director:
Vice President-Fund Lion Management, Inc.*;
Legal and Compliance, Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New York,
New York 10006.
**** The address of the business so indicated is Five Triad Center, Salt
Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus/Laurel Funds, Inc.
37) The Dreyfus/Laurel Funds Trust
38) The Dreyfus/Laurel Tax-Free Municipal Funds
39) The Dreyfus/Laurel Investment Series
40) The Dreyfus Leverage Fund, Inc.
41) Dreyfus Life and Annuity Index Fund, Inc.
42) Dreyfus Liquid Assets, Inc.
43) Dreyfus Massachusetts Intermediate Municipal Bond Fund
44) Dreyfus Massachusetts Municipal Money Market Fund
45) Dreyfus Massachusetts Tax Exempt Bond Fund
46) Dreyfus Michigan Municipal Money Market Fund, Inc.
47) Dreyfus Money Market Instruments, Inc.
48) Dreyfus Municipal Bond Fund, Inc.
49) Dreyfus Municipal Cash Management Plus
50) Dreyfus Municipal Money Market Fund, Inc.
51) Dreyfus New Jersey Intermediate Municipal Bond Fund
52) Dreyfus New Jersey Municipal Bond Fund, Inc.
53) Dreyfus New Jersey Municipal Money Market Fund, Inc.
54) Dreyfus New Leaders Fund, Inc.
55) Dreyfus New York Insured Tax Exempt Bond Fund
56) Dreyfus New York Municipal Cash Management
57) Dreyfus New York Tax Exempt Bond Fund, Inc.
58) Dreyfus New York Tax Exempt Intermediate Bond Fund
59) Dreyfus New York Tax Exempt Money Market Fund
60) Dreyfus Ohio Municipal Money Market Fund, Inc.
61) Dreyfus 100% U.S. Treasury Intermediate Term Fund
62) Dreyfus 100% U.S. Treasury Long Term Fund
63) Dreyfus 100% U.S. Treasury Money Market Fund
64) Dreyfus 100% U.S. Treasury Short Term Fund
65) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
66) Dreyfus Pennsylvania Municipal Money Market Fund
67) Dreyfus Short-Intermediate Government Fund
68) Dreyfus Short-Intermediate Municipal Bond Fund
69) Dreyfus Short-Term Income Fund, Inc.
70) The Dreyfus Socially Responsible Growth Fund, Inc.
71) Dreyfus Strategic Growth, L.P.
72) Dreyfus Strategic Income
73) Dreyfus Strategic Investing
74) Dreyfus Tax Exempt Cash Management
75) Dreyfus Treasury Cash Management
76) Dreyfus Treasury Prime Cash Management
77) Dreyfus Variable Investment Fund
78) Dreyfus-Wilshire Target Funds, Inc.
79) Dreyfus Worldwide Dollar Money Market Fund, Inc.
80) General California Municipal Bond Fund, Inc.
81) General California Municipal Money Market Fund
82) General Government Securities Money Market Fund, Inc.
83) General Money Market Fund, Inc.
84) General Municipal Bond Fund, Inc.
85) General Municipal Money Market Fund, Inc.
86) General New York Municipal Bond Fund, Inc.
87) General New York Municipal Money Market Fund
88) Pacific American Fund
89) Peoples Index Fund, Inc.
90) Peoples S&P MidCap Index Fund, Inc.
91) Premier Insured Municipal Bond Fund
92) Premier California Municipal Bond Fund
93) Premier GNMA Fund
94) Premier Growth Fund, Inc.
95) Premier Municipal Bond Fund
96) Premier New York Municipal Bond Fund
97) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Operating Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Lynn H. Johnson+ Vice President None
Ruth D. Leibert++ Assistant Vice President Assistant
Secretary
Paul D. Furcinito++ Assistant Vice President Assistant
Secretary
Paul Prescott+ Assistant Vice President None
Leslie M. Gaynor+ Assistant Treasurer None
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Assistant Treasurer Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York on
the 24th day of February, 1995.
DREYFUS LIQUID ASSETS, INC.
BY: /s/Marie E. Connolly*
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Signatures Title Date
__________________________ ______________________________ __________
/s/Marie E. Connolly* President (Principal Executive 2/24/95
______________________________ Officer)
Marie E. Connolly
/s/Joseph F. Tower, III* Assistant Treasurer (Principal 2/24/95
_____________________________ Financial and Accounting Officer)
Joseph F. Tower, III
/s/Lucy Wilson Benson* Director 2/24/95
_____________________________
Lucy Wilson Benson
/s/David W. Burke* Director 2/24/95
_____________________________
David W. Burke
/s/Joseph S. DiMartino* Director 2/24/95
_____________________________
Joseph S. DiMartino
/s/Martin D. Fife* Director 2/24/95
_____________________________
Martin D. Fife
/s/Whitney I. Gerard* Director 2/24/95
_____________________________
Whitney I. Gerard
/s/Arthur A. Hartman* Director 2/24/95
_____________________________
Arthur A. Hartman
/s/George L. Perry* Director 2/24/95
_____________________________
George L. Perry
/s/Paul D. Wolfowitz* Director 2/24/95
_____________________________
Paul D. Wolfowitz
*BY: /s/ Eric Fischman
Eric Fischman,
Attorney-in-Fact
EXHIBIT INDEX
Exhibits
(1) Articles of Incorporation
(2) By-Laws
(5) Management Agreement
(6)(a) Distribution Agreement
(6)(b) Forms of Shareholder Services Agreements
(8) Amended and Restated Custody Agreement
(9) Shareholder Services Plan
(11) Consent of Independent Auditors
Other Exhibits
Powers of Attorney
Assistant Secretary's Certificate
ARTICLES OF INCORPORATION
OF
DREYFUS MANAGED CASH FUND, INC.
For the purpose of forming a stock corporation for one
or more lawful purposes under the provisions of ARTICLE 23 of
the Annotated Code of Maryland (hereinafter sometimes referred
to as the "General Corporation Law"), the natural person
hereinafter named as the person acting as the incorporator of
the said corporation does hereby adopt and sign the following
Articles of Incorporation of the corporation and does hereby
acknowledge that his adoption and signing thereof are his act:
FIRST: (1) The name, including the full given name
and the surname, of the incorporator is Arthur J. Steiner.
(2) The said incorporator's post office
address, including the street and number, if any, including the
city or county, and including the state or country, is 61
Broadway, New York, New York 10006.
(3) The said incorporator is at least
eighteen years of age.
(4) The said incorporator is forming the
corporation named in these Articles of Incorporation under the
general laws of the State of Maryland.
SECOND: The name of the corporation (hereinafter
called the "corporation") is Dreyfus Managed Cash Fund, Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the
business of an investment company.
(b) to subscribe for, invest in, reinvest
in, purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, exchange, distribute or otherwise
dispose of bonds, debentures, notes, and other
negotiable or non-negotiable instruments, obligations
and evidences of indebtedness issued or guaranteed as
to principal and interest by the United States
Government, or any agency or instrumentality thereof,
any State or local government, or any agency or
instrumentality thereof, or by any corporation
organized under the laws of the United States or any
state, territory or possession thereof, bank
certificates of deposit, bank time deposits and
bankers' acceptances; to pay for the same in cash or
by the issue of stock, including treasury stock, bonds
or notes of the corporation or otherwise; and to
exercise any and all rights, powers and privileges of
ownership or interest in respect of any and all such
investments of every kind and description, including
without limitation, the right to consent and otherwise
act with respect thereto, with power to designate one
or more persons, firms, associations or corporations
to exercise any of said rights, powers and privileges
in respect of any said instruments.
(c) to borrow money or otherwise obtain
credit and to secure the same by mortgaging, pledging
or otherwise subjecting as security the assets of the
corporation, and to endorse, guarantee or undertake
the performance of any obligation, contract or
engagement of any other person, firm, association or
corporation.
(d) to issue, sells repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue,
dispose of, transfer, and otherwise deal in, shares of
Common Stock of the corporation, including shares of
Common Stock of the corporation in fractional
denominations, and to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of
shares of Common Stock of the corporation any funds or
property of the corporation whether capital or surplus
or otherwise, to the full extent now or hereafter
permitted by the laws of the State of Maryland.
(e) to conduct its business, promote its
purposes, and carry on its operations in any and all
of its branches and maintain offices both within and
without the State of Maryland, in any and all States
of the United States of America, in the District of
Columbia, and in any or all commonwealths,
territories, dependencies, colonies, possessions,
agencies, or instrumentalities of the United States of
America and of foreign governments.
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion, and attainment of any of the business and
purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such
business and purposes and which might be engaged in or
carried on by a corporation incorporated or organized
under the General Corporation Law of the State of
Maryland, and to have and exercise all of the powers
conferred by the laws of the State of Maryland upon
corporations incorporated or organized under the
General Corporation Law of the State of Maryland.
The foregoing provisions of this Article THIRD shall
be construed both as purposes and powers and each as an
independent purpose and power. The foregoing enumeration of
specific purposes and powers shall not be held to limit or
restrict in any manner the purposes and powers of the
corporation, and the purposes and powers herein specified shall,
except when otherwise provided in this Article THIRD, be in no
wise limited or restricted by reference to, or inference from,
the terms of any provision of this or any other Article of these
Articles of Incorporation; provided, that the corporation shall
not conduct any business, promote any purpose, or exercise any
power or privilege within or without the State of Maryland
which, under the laws thereof, the corporation may not lawfully
conduct, promote, or exercise.
FOURTH: The post office address, including street and
number, if any, and the city or county, of the principal office
of the corporation within the State of Maryland, is 10 Light
Street, Baltimore, Maryland 21202, c/o The Prentice-Hall
Corporation System, Maryland. The words "principal office" as
used herein shall have the meaning ascribed to them by the
General Corporation Law.
The name and the post office address, including street
and number, if any, and the city or county, of the resident
agent of the corporation within the State of Maryland, are The
Prentice-Hall Corporation System, Maryland, 10 Light Street,
Baltimore, Maryland 21202. The words "resident agent" as used
herein shall have the meaning ascribed to them by the General
Corporation Law. The said resident agent is a corporation of
the State of Maryland.
FIFTH: (1) The total number of shares of stock
which the corporation has authority to issue is five million
(5,000,000), all of which are of a par value of one dollar
($1.00) each and are designated as Common Stock.
(2) The aggregate par value of all the
authorized shares of stock is five million dollars ($5,000,000).
(3) The Board of Directors of the
corporation is authorized, from time to time, to fix the price
or the minimum price or the consideration or minimum
consideration for, and to issue the shares of stock of the
corporation.
(4) The Board of Directors of the
corporation is authorized, from time to time, to classify or to
reclassify, as the case may be, any unissued shares of stock of
the corporation.
(5) Notwithstanding any provision of the
General Corporation Law requiring a greater proportion than a
majority of the votes entitled to be cast in order to take or
authorize any action, any such action may be taken or authorized
upon the concurrence of at least a majority of the aggregate
number of votes entitled to be cast thereon.
(6) The corporation may issue shares of its
Common Stock in fractional denominations to the same extent as
its whole shares, and shares in fractional denominations shall
be shares of Common Stock having proportionately to the
respective fractions represented thereby all the rights of whole
shares, including, without limitation, the right to vote, the
right to receive dividends and distributions, and the right to
participate upon liquidation of this corporation.
(7) All shares of the Common Stock of the
corporation now or hereafter authorized shall be "subject to
redemption" and "redeemable", in the sense used in the general
laws of the State of Maryland authorizing the formation of
corporations, at the redemption or purchase price for any such
shares, determined in the manner set out in these Articles of
Incorporation or in any amendment thereto; provided, however,
that the corporation shall have the right, at its option, to
refuse to redeem the shares of stock at less than the par value
thereof. In the absence of any specification as to the purpose
for which shares of the Common Stock of the corporation are
repurchased by it, all shares so repurchased shall be deemed to
be "purchased for retirement" in the sense contemplated by the
laws of the State of Maryland and the number of the authorized
shares of the Common Stock of the corporation shall not be
reduced by the number of any shares repurchased by it.
(8) No holder of any of the shares of any
class of the corporation shall be entitled as of right to
subscribe for, purchase, or otherwise acquire any shares of any
class of the corporation which the corporation proposes to issue
or any rights or options which the corporation proposes to grant
for the purchase of shares of any class of the corporation or
for the purchase of any shares, bonds, securities, or
obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights to subscribe for,
purchase, or otherwise acquire shares of any class of the
corporation; and any and all of such shares, bonds, securities
or obligations of the corporation, whether now or hereafter
authorized or created, may be issued, or may be reissued or
transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be
granted by the Board of Directors to such persons, firms,
corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in
its discretion may determine, without first offering the same,
or any thereof, to any said holder.
SIXTH: (1) The number of directors of the
corporation, until such number shall be increased or decreased
pursuant to the by-laws of the corporation, is five. The number
of directors shall never be less than the number prescribed by
the General Corporation Law.
(2) The names of the persons who shall act
as directors of the corporation until the first annual meeting
or until their successors are duly chosen and qualify are as
follows:
Daniel H. Brill Alan Greenspan
Joseph S. DiMartino Jerome S. Hardy
Whitney I. Gerard
(3) The initial by-laws of the corporation
shall be adopted by the Board of Directors at their organization
meeting or by their informal written action, as the case may be.
Thereafter, the power to make, alter, and repeal the by-laws of
the corporation shall be vested in the Board of Directors of the
corporation.
(4) Any determination made in good faith
and, so far as accounting matters are involved, in accordance
with generally accepted accounting principles by or pursuant to
the direction of the Board of Directors, as to the amount of the
assets, debts, obligations, or liabilities of the corporation,
as to the amount of any reserves or charges set up and the
propriety thereof, as to the time of or purpose for creating
such reserves or charges, as to the use, alteration or
cancellation of any reserves or charges (whether or not any
debt, obligation or liability for which such reserves or charges
shall have been created shall have been paid or discharged or
shall be then or thereafter required to be paid or discharged),
as to the price or closing bid or asked price of any investment
owned or held by the corporation, as to the market value of any
investment or fair value of any other asset of the corporation,
as to the number of shares of the corporation outstanding, as to
the estimated expense to the corporation in connection with
purchases of its shares, as to the ability to liquidate
investments in orderly fashion, as to the extent to which it is
practicable to deliver a cross-section of the portfolio of the
corporation in payment for any such shares, or as to any other
matters relating to the issue, sale, purchase and/or other
acquisition or disposition of investments or shares of the
corporation, shall be final and conclusive, and shall be binding
upon the corporation and all holders of its shares, past,
present and future, and shares of the corporation are issued and
sold on the condition and understanding, evidenced by acceptance
of certificates for such shares, that any and all such
determinations shall be binding as aforesaid.
SEVENTH: (1) The corporation shall indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise. The indemnification
shall be against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit,
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(2) The corporation shall indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture,
trust, or other enterprise. The indemnification shall be
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation; except that no
indemnification shall be made in respect of any claim, issue, or
matter as to which the person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation, unless and only to the extent that the court in
which the action or suit was brought, or a court of equity in
the county in which the corporation has its principal office,
determines upon application that, despite the adjudication of
liability but in view of all circumstances of the case, the
person is fairly and reasonably entitled to indemnity for the
expenses which the court shall deem proper.
(3) Unless otherwise expressly provided in
these Articles of Incorporation, to the extent that a director,
officer, employee, or agent of a corporation of the State has
been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (1) or (2),
or in defense of any claim, issue, or matter therein, he shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(4) Any indemnification under subsection
(1) or (2) (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsection
(1) or (2). The determination shall be made (l) by the board of
directors by a majority vote of a quorum consisting of directors
who were not parties to the action, suit, or proceeding, or (2)
if a quorum is not obtainable, or, even if obtainable a quorum
of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders in
accordance with the charter and by-laws of the corporation.
(5) Expenses (including attorneys' fees)
incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the
final disposition thereof if authorized in the specific case by
a preliminary determination following one of the procedures set
forth in the second sentence of subsection (4) that there is a
reasonable basis for a belief that the director, officer,
employee or agent met the applicable standard of conduct set
forth in subsection (1) or (2), upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent
reasonably assuring that such amount will be repaid unless it
shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this section.
(6) The indemnification provided by this
section shall not be deemed exclusive of any other rights to
which a person may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another
capacity while holding the office, and shall continue as to a
person who has ceased to be a director, officer, employee, or
agent and inure to the benefit of the heirs, executors, and
administrators of the person.
(7) The corporation shall have power to
purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against the liability under the
provisions of this section.
(8) For the purposes of this section,
references to "the corporation" include any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents as well
as the resulting or surviving corporation; so that any person
who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise shall stand in the same position under the
provisions of this section with respect to the resulting or
surviving corporation as he would have with respect to such a
constituent corporation if its separate existence had continued.
(9) Anything herein contained to the
contrary notwithstanding, no officer or director of the
corporation shall be indemnified for any liability to the
registrant or its security holders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office.
EIGHTH: Any holder of shares of Common Stock of the
corporation shall be entitled to require the corporation to
repurchase and the corporation shall be obligated to repurchase
at the option of such holder all or any part of the shares of
Common Stock of the corporation owned by said holder, at the
repurchase price, pursuant to the method, upon the terms and
subject to the conditions hereinafter set forth:
(a) certificates for shares of Common Stock
shall be presented for repurchase in proper form for
transfer to the corporation or the agent of the
corporation appointed for such purpose, together with
a written request that the corporation repurchase all
or any part of the shares represented thereby.
(b) the repurchase price per share shall be
the net asset value per share as determined by the
corporation at such time or times as the Board of
Directors of the corporation shall designate, but not
later than as at the close of the New York Stock
Exchange on the Bank business day next succeeding the
time of presentation of certificates for shares, or an
appropriate request for repurchase where certificates
for shares have not been issued, or in accordance with
any provision of the Investment Company Act of 1940,
any rule or regulation thereunder, or any rule or
regulation made or adopted by any securities
association registered under the Securities Exchange
Act of 1934, as determined by the Board of Directors
of the corporation.
(c) net asset value shall be determined by
dividing:
(i) The total value of the assets of the
corporation determined as provided in
Section (d) below less, to the extent
determined by or pursuant to the
direction of the Board of Directors in
accordance with generally accepted
accounting principles; all debts,
obligations and liabilities of the
corporation (which debts, obligations
and liabilities shall include, without
limitation of the generality of the
foregoing, any and all debts,
obligations, liabilities, or claims, of
any and every kind and nature, fixed,
accrued, unmatured or contingent,
including the estimated accrued expense
of management and supervision, and any
reserves or charges for any or all of
the foregoing, whether for taxes,
expenses, contingencies, or otherwise,
and the price of capital stock redeemed
but not paid for) but excluding the
corporation's liability upon its shares
and its surplus, by:
(ii) the total number of shares of the
corporation outstanding. (Shares sold
by the corporation whether or not paid
for shall be treated as outstanding and
shares purchased or redeemed by the
corporation whether or not paid for and
treasury shares shall be treated as not
outstanding, provided, that the Board
of Directors may determine whether
shares sold or redeemed on the date of
computation shall be included.)
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other
methods are deemed by it to be necessary in order to
enable the corporation to comply with, or are deemed
by it to be desirable provided they are not
inconsistent with, any provision of the Investment
Company Act of 1940 or any rule or regulation
thereunder, including any rule or regulation made or
adopted pursuant to Section 22 of the Investment
Company Act of 1940 by the Securities and Exchange
Commission or any securities association registered
under the Securities Exchange Act of 1934.
(d) in determining for the purposes of
these Articles of Incorporation the total value of the
assets of the corporation at any time, investments and
any other assets of the corporation shall be valued in
such manner as may be determined from time to time by
the Board of Directors. The net price of Common Stock
subscribed but not paid for shall be deemed to be an
asset of the corporation.
(e) payment of the repurchase price by the
corporation may be made either in cash or in
securities or other assets at the time owned by the
corporation or partly in cash and partly in securities
or other assets at the time owned by the corporation.
The value of any part of such payment to be made in
securities or other assets of the corporation shall be
the value employed in determining the repurchase
price. Payment of the repurchase price shall be made
on or before the seventh day following the day on
which the shares are properly presented for repurchase
hereunder, except that delivery of any securities
included in any such payment shall be made as promptly
as any necessary transfers on the books of the issuers
whose securities are to be delivered may be made, and,
except as postponement of the date of payment may be
permissible under the Investment Company Act of 1940,
and the Rules and Regulations thereunder.
The corporation, pursuant to resolution of
the Board of Directors, may deduct from the payment
made for any shares repurchased a liquidating charge
not in excess of one per cent (1%) of the repurchase
price of the shares so repurchased, and the Board of
Directors may alter or suspend any such liquidating
charge from time to time.
(f) the right of any holder of shares of
Common Stock repurchased by the corporation as
provided in this Article EIGHTH to receive dividends
or distributions thereon and all other rights of such
holder with respect to such shares shall terminate at
the time as of which the repurchase price of such
shares is determined, except the right of such holder
to receive (i) the repurchase price of such shares
from the corporation in accordance with the provisions
hereof, and (ii) any dividend or distribution to which
such holder had previously become entitled as the
record holder of such shares on the record date for
such dividend or distribution.
(g) repurchase of shares of Common Stock by
the corporation is conditional upon the corporation
having funds or property legally available therefor.
(h) the corporation, either directly or
through an agent, may repurchase its shares, out of
funds legally available therefor, upon such terms and
conditions and for such consideration as the Board of
Directors shall deem advisable, by agreement with the
owner at a price not exceeding the net asset value per
share as determined by the corporation at such time or
times as the Board of Directors of the corporation
shall designate, but not later than as at the close of
the New York Stock Exchange on the Bank business day
next succeeding the time when the purchase or contract
to purchase is made, and to take all other steps
deemed necessary or advisable in connection therewith,
less a charge not to exceed one per cent (1%) of such
net asset value, if and as fixed by resolution of the
Board of Directors of the corporation from time to
time.
(i) the obligations set forth in this
Article EIGHTH may be suspended or postponed, (1) for
any period (a) during which the New York Stock
Exchange is closed other than customary weekend and
holiday closings or (b) during which trading on the
New York Stock Exchange is restricted, (2) for any
period during which an emergency exists as a result of
which (a) the disposal by the corporation of
investments owned by it is not reasonably practicable
or (b) it is not reasonably practicable for the
corporation fairly to determine the value of its net
assets, or (3) for such other periods as the Federal
Securities and Exchange Commission or any successor
governmental authority may by order permit for the
protection of security holders of the corporation.
NINTH: From time to time any of the provisions of
these Articles of Incorporation may be amended, altered or
repealed, and other provisions authorized by the General
Corporation Law at the time in force may be added or inserted in
the manner and at the time prescribed by said Law, and all
contracts and rights at any time conferred upon the stockholders
of the corporation by these Articles of Incorporation are
granted subject to the provisions of this Article.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the
adoption and signing are my act:
Dated: September 6, 1973
/s/ Arthur J. Steiner
Arthur J. Steiner, Incorporator
ARTICLES OF AMENDMENT
Dreyfus Managed Cash Fund, Inc.
Dreyfus Managed Cash Fund, Inc., a Maryland
corporation having its principal office in Baltimore City,
Maryland (hereinafter called the "corporation"), hereby
certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: A. The charter of the corporation is hereby
amended by stroking out Article SECOND and inserting in lieu
thereof the following:
"SECOND: The name of the corporation
(hereinafter called the "corporation") is
DREYFUS LIQUID ASSETS, INC."
B. The charter of the corporation is further amended
by striking out paragraphs (1) and (2) of Article FIFTH and
inserting in lieu thereof the following:
"FIFTH": (1) The total number of shares of
stock which the corporation has authority to
issue is fifty million (50,000,000), all of
which are of a par value of one dollar
($1.00) each and are designated as Common
Stock.
(2) The aggregate par value of
all the authorized shares of stock is fifty
million dollars ($50,000,000)."
SECOND: The board of directors of the corporation, at
its meeting duly convened and held on January 9, 1974, approved
the foregoing amendment by a majority vote of the entire board
of directors, and at the time of such adoption there were no
shares of stock entitled to vote thereon.
THIRD: (a) The total number of shares of all classes
of stock of the corporation heretofore authorized, and the
number and par value of the shares of each class are as follows:
Total number of shares authorized (all Common Stock) -
five million (5,000,000)
Aggregate par value of Common Stock - five million
dollars (5,000,000)
(b) The total number of shares of all
classes of stock of the corporation as increased, and the number
and par value of the shares of each class, are as follows:
Total number of shares as increased (all Common Stock)
- fifty million (50,000,000)
Aggregate par value of Common Stock - fifty million
dollars ($50,000,000)
(c) The capital stock of the corporation is
not divided into classes.
IN WITNESS WHEREOF, Dreyfus Managed Cash Fund, Inc.
has caused these presents to be signed in its name and on its
behalf by its President or one of its Vice Presidents and its
corporate seal to be hereunto affixed and attested by its
Secretary or one of its Assistant Secretaries, on January 10,
1974.
Attest: DREYFUS MANAGED CASH FUND, INC.
_______________________ By______________________________
Secretary President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I HEREBY CERTIFY that on January 10, 1974 before me
the subscriber, a notary public of the State of New York in and
for the county of New York, personally appeared Joseph S.
DiMartino, President of Dreyfus Managed Cash Fund, Inc., a
Maryland corporation, and in the name and on behalf of said
corporation acknowledged the foregoing Articles of Amendment to
be the corporate act of said corporation and further made oath
in due form of law that the matters and facts set forth in said
Articles of Amendment with respect to the approval thereof are
true to the best of his knowledge, information and belief.
WITNESS my hand and notarial seal, the day and year
last above written.
Notary Public
ARTICLES OF AMENDMENT
OF
DREYFUS LIQUID ASSETS, INC.
* * * * *
DREYFUS LIQUID ASSETS, INC., a Maryland Corporation
having its principal office in Baltimore City, Maryland
(hereinafter called the Corporation), hereby certifies to the
State Department of Assessments and Taxation of Maryland, that:
FIRST: The charter of the Corporation is hereby
amended by striking out paragraphs (1) and (2) of Article Fifth
of the Articles of Incorporation as heretofore amended, and
inserting in lieu thereof the following:
"FIFTH: (1) The total number of shares of stock
which the corporation has authority to issue is three
hundred million (300,000,000), all of which are of a
par value of One Dollar ($1.00) each and are
designated as Common Stock.
(2) The aggregate par value of all the
authorized shares of stock is Three Hundred Million
Dollars ($300,000,000)."
SECOND: The board of directors of the Corporation on
August 21, 1974, duly adopted a resolution in which was set
forth the foregoing amendment to the charter, declaring that the
said amendment of the charter as proposed was advisable and
directing that it be submitted for action thereon by the
stockholders of the Corporation at a special meeting to be held
on October 7, 1974.
THIRD: Notice setting forth a summary of the changes
to be effected by said amendment of the charter and stating that
a purpose of the meeting of the stockholders would be to take
action thereon, was given, as required by law, to all
stockholders entitled to vote thereon. The amendment of the
charter of the Corporation as hereinabove set forth was approved
by the stockholders of the Corporation at said meeting by the
affirmative vote of two-thirds (2/3) of all the votes entitled
to be cast thereon.
FOURTH: (a) The total number of shares of stock
which the Corporation was heretofore authorized to issue is
fifty million (50,000,000) shares, all of one class, of the par
value of One Dollar ($1.00) each and of the aggregate par value
of Fifty Million Dollars ($50,000,000.00).
(b) The total number of shares of stock is
increased by this amendment to three hundred million
(300,000,000) shares, all of one class, of the part value of One
Dollar ($1.00), and of the aggregate par value of Three Hundred
Million Dollars ($300,000,000.00).
IN WITNESS WHEREOF, DREYFUS LIQUID ASSETS, INC. has
caused these presents to be signed in its name and on its behalf
by its President, and witnessed by its Secretary on October 7,
1974.
DREYFUS LIQUID ASSETS, INC.
By: /s/ Joseph S. DiMartino
Joseph S. DiMartino, President
WITNESS: (ATTEST)
/s/ Daniel C. Maclean
Daniel C. MacLean, Secretary
THE UNDERSIGNED, President of DREYFUS LIQUID ASSETS,
INC., who executed on behalf of said corporation the foregoing
Articles of Amendment, of which this certificate is made a part,
hereby acknowledges, in the name and on behalf of said
corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.
/s/ Joseph S. DiMartino
Joseph S. DiMartino, President
ARTICLES OF AMENDMENT
OF
DREYFUS LIQUID ASSETS, INC.
* * * * *
DREYFUS LIQUID ASSETS, INC., a Maryland Corporation
having its principal office in Baltimore City, Maryland
(hereinafter called the Corporation), hereby certifies to the
State Department of Assessments and Taxation of Maryland, that:
FIRST: The charter of the Corporation is hereby
amended by striking out paragraph (1) of Article Fifth of the
Articles of Incorporation as heretofore amended, and inserting
in lieu thereof the following:
"FIFTH: (1) The total number of shares of
stock which the corporation has authority to
issue is three billion (3,000,000,000), all
of which are of a par value of Ten Cents
($0.10) each and are designated as Common
Stock.
SECOND: The board of directors of the Corporation on
October 6, 1978, duly adopted a resolution in which was set
forth the foregoing amendment to the charter, declaring that the
said amendment of the charter as proposed was advisable and
directing that it be submitted for action thereon by the
shareholders of the Corporation at a special meeting to be held
on December 18, 1978.
THIRD: Notice setting forth the said amendment of the
charter and stating that a purpose of the meeting of the
shareholders would be to take action thereon, was given, as
required by law, to all shareholders entitled to vote thereon.
The amendment of the charter of the Corporation as hereinabove
set forth was approved by the shareholders of the Corporation at
said meeting by the affirmative vote of a majority of all the
votes entitled to be cast thereon.
FOURTH: The amendment of the charter of the
Corporation as hereinabove set forth has been duly advised by
the board of directors and approved by the shareholders of the
Corporation.
FIFTH: (a) The total number of shares of stock which
the Corporation was heretofore authorized to issue is three
hundred million (300,000,000) shares, all of one class, of the
par value of One Dollar ($1.00) each and of the aggregate par
value of Three Hundred Million Dollars ($300,000,000.00).
(b) The total number of shares of stock is
increased by this amendment to three billion (3,000,000,000)
shares, and the par value per share is reduced to Ten Cents
($.10), all shares being of one class and of the aggregate par
value of Three Hundred Million Dollars ($300,000,000.00).
IN WITNESS WHEREOF, DREYFUS LIQUID ASSETS, INC. has
caused these presents to be signed in its name and on its behalf
by its President, and witnessed by its Secretary on December 18,
1978.
DREYFUS LIQUID ASSETS, INC.
By: William Berkowitz
William Berkowitz, President
WITNESS:
/s/ Daniel C. Maclean
Daniel C. Maclean, Secretary
ARTICLES OF AMENDMENT
OF
DREYFUS LIQUID ASSETS, INC.
* * * * *
DREYFUS LIQUID ASSETS, INC., a Maryland Corporation
having its principal office in Baltimore City, Maryland
(hereinafter called the Corporation), hereby certifies to the
State Department of Assessments and Taxation of Maryland, that:
FIRST: The Articles of Incorporation of the
Corporation are hereby amended to increase the authorized
capital of the Corporation from Three Billion (3,000,000,000)
shares with a par value of Ten Cents ($.10) each, amounting in
aggregate to Three Hundred Million Dollars ($300,000,000.00) to
Fifteen Billion (15,000,000,000) shares with a par value of Ten
Cents ($0.10) each, amounting in aggregate to One Billion, Five
Hundred Million Dollars ($1,500,000,000.00) by striking out
paragraphs (1) and (2) of Article Fifth and inserting in lieu
thereof the following:
"FIFTH: (1) The total number of shares of stock
which the Corporation has authority to issue is fifteen billion
(15,000,000,000), all of which are of a par value of Ten Cents
($0.10) each and are designated as Common Stock.
(2) The aggregate par value of all the
authorized shares of stock is One Billion, Five Hundred Million
Dollars ($1,500,000,000)".
SECOND: The Board of Directors of the Corporation at
its meeting duly convened and held on January 18, 1980 adopted a
resolution in which was set forth the foregoing amendment to the
Articles of Incorporation declaring that the said amendments of
the Articles of Incorporation proposed were advisable and
directing that they be submitted for action thereon by the
stockholders of the Corporation at a Special Meeting to be held
on March 28, 1980.
THIRD: Notice setting forth the said amendments of
the Articles of Incorporation and stating that a purpose of the
meeting of the stockholders would be to take action thereon, was
given, as required by law, to all stockholders entitled to vote
thereon. The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth was approved by the
stockholders of the Corporation at the Special Meeting held on
March 28, 1980 by the affirmative vote of a majority of all the
votes entitled to be cast thereon.
FOURTH: The amendment of the Articles of
Incorporation of the Corporation as hereinabove set forth has
been duly advised by the Board of Directors and approved by the
stockholders of the Corporation.
FIFTH: The Articles of Amendment, as stated above,
shall become effective on the 28th of March, 1980.
IN WITNESS WHEREOF, Dreyfus Liquid Assets, Inc. has
caused these presents to be signed in its name and on its behalf
by its President and witnessed by its Secretary on March 28,
1980.
DREYFUS LIQUID ASSETS, INC.
By: /s/ William Berkowitz
William Berkowitz, President
WITNESS:
/s/ Daniel C. Maclean
Daniel C. Maclean, Secretary
THE UNDERSIGNED, President of DREYFUS LIQUID ASSETS,
INC., who executed on behalf of said corporation the foregoing
Article of Amendment, of which this certificate is made a part,
hereby acknowledges, in the name and on behalf of said
corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.
By: /s/ William Berkowitz
William Berkowitz, President
DREYFUS LIQUID ASSETS, INC.
ARTICLES OF AMENDMENT
DREYFUS LIQUID ASSETS, INC., a Maryland Corporation having
its principal office in the State of Maryland at 32 South
Street, Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland (hereinafter called the
"Department"), that:
FIRST: The Articles of Incorporation of the Corporation
are hereby amended to increase the authorized capital of the
Corporation from Fifteen Billion (15,000,000,000) shares with a
par value of Ten Cents ($.10) per share, amounting in aggregate
to One Billion, Five Hundred Million Dollars ($1,500,000,000) to
Twenty-Five Billion (25,000,000,000) shares with a par value of
Ten Cents ($0.10) per shares amounting in the aggregate to Two
Billion, Five Hundred Million Dollars ($2,500,000,000) by
striking out paragraph (1) and (2) of Article Fifth and
inserting in lieu thereof the following:
"FIFTH: (1) The total number of shares of stock
which the Corporation has authority to issue is twenty-five
billion (25,000,000,000), all of which are of a par value of Ten
Cents ($0.10) per share and are designated as Common Stock.
(2) The aggregate par value of all the
authorized shares of stock is Two Billion, Five Hundred Million
Dollars ($2,500,000,000)."
SECOND: The Board of Directors of the Corporation at
its meeting duly convened and held on June 15, 1982 adopted a
resolution in which was set forth the foregoing amendment to the
Articles of Incorporation declaring that the said amendment of
the Articles of Incorporation proposed was advisable and
directing that it be submitted for action thereon by the
stockholders of the Corporation at the Annual Meeting to be held
on October 19, 1982.
THIRD: Notice setting forth the said amendment of the
Article of Incorporation and stating that a purpose of the
meeting of the stockholders would be to take action thereon, was
given, as required by law, to all stockholders entitled to vote
thereon. The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth was approved by the
stockholders of the Corporation at the Annual Meeting held on
October 19, 1982 by the affirmative vote of a majority of all
the votes entitled to be cast thereon.
FOURTH: The amendment of the Articles of
Incorporation of the Corporation as hereinabove set forth has
been duly advised by the Board of Directors and approved by the
stockholders of the Corporation.
FIFTH: The Articles of Amendment, as stated above,
shall become effective at the time and on the date of acceptance
of these Articles for recording by the Department.
IN WITNESS WHEREOF, Dreyfus Liquid Assets, Inc. has
caused these presents to be signed in its name and on its behalf
by its President and witnessed by its Secretary on January 26,
1983.
DREYFUS LIQUID ASSETS, INC.
By: /s/ Joseph S. DiMartino
Joseph S. DiMartino, President
WITNESS:
/s/ Daniel C. Maclean
Daniel C. Maclean, Secretary
THE UNDERSIGNED, President of DREYFUS LIQUID ASSETS,
INC., who executed on behalf of said corporation the foregoing
Articles of Amendment, of which this certificate is made a part,
hereby acknowledges, in the name and on behalf of said
corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
and facts set forth herein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.
/s/ Joseph S. DiMartino
Joseph S. DiMartino
BY-LAWS
OF
DREYFUS LIQUID ASSETS, INC.
(A Maryland Corporation)
__________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing shares of stock shall set forth thereon the
statements prescribed by Section 2-211 of the Maryland General
Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the President
or a Vice President and countersigned by the Secretary or an As-
sistant Secretary or the Treasurer or an Assistant Treasurer and
may be sealed with the corporate seal. The signatures of any such
officers may be either manual or facsimile signatures and the
corporate seal may be either facsimile or any other form of seal.
In case any such officer who has signed manually or by facsimile
any such certificate ceases to be such officer before the
certificate is issued, it nevertheless may be issued by the
corporation with the same effect as if the officer had not ceased
to be such officer as of the date of its issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-207 of the General
Corporation Law.
The corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Board of Directors may
require, in its discretion, the owner of any such certificate or
his legal representative to give bond, with sufficient surety, to
the corporation to indemnify it against any loss or claim that may
arise by reason of the issuance of a new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made only
on the stock transfer books of the corporation by the record
holder thereof or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and
on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of
Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to
vote at, any meeting of stockholders, or stockholders entitled to
receive payment of any dividend or the allotment of any rights or
in order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall be not more than 90
days, and in case of a meeting of stockholders not less than 10
days, prior to the date on which the meeting or particular action
requiring such determination of stockholders is to be held or
taken. In lieu of fixing a record date, the Board of Directors
may provide that the stock transfer books shall be closed for a
stated period but not to exceed 20 days. If the stock transfer
books are closed for the purpose of determining stockholders
entitled to notice of, or to vote at, a meeting of stockholders,
such books shall be closed for at least 10 days immediately pre-
ceding such meeting. If no record date is fixed and the stock
transfer books are not closed for the determination of stock-
holders: (1) The record date for the determination of stock-
holders entitled to notice of, or to vote at, a meeting of stock-
holders shall be at the close of business on the day on which the
notice of meeting is mailed or the day 30 days before the meeting,
whichever is the closer date to the meeting; and (2) The record
date for the determination of stockholders entitled to receive
payment of a dividend or an allotment of any rights shall be at
the close of business on the day on which the resolution of the
Board of Directors declaring the dividend or allotment of rights
is adopted, provided that the payment or allotment date shall not
be more than 60 days after the date on which the resolution is
adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect
of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or dissent
in writing in lieu of a meeting, as the case may be, the term
"share of stock" or "shares of stock" or "stockholder" or "stock-
holders" refers to an outstanding share or shares of stock and to
a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of
stock and said reference also is intended to include any
outstanding share or shares of stock and any holder or holders of
record of outstanding shares of stock of any class or series upon
which or upon whom the Charter confers such rights where there are
two or more classes or series of shares or upon which or upon whom
the General Corporation Law confers such rights notwithstanding
that the Charter may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such
rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders of
the corporation is required by the Investment Company Act of 1940,
as amended, to elect the directors, then there shall be submitted
to the stockholders at such meeting the question of the election
of directors, and a meeting called for that purpose shall be
designated the annual meeting of stockholders for that year. In
other years in which no action by stockholders is required for the
aforesaid election of directors, no annual meeting need be held.
- SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the
President and shall be called by the Secretary for the purpose of
removing a Director whenever the holders of shares entitled to at
least ten percent of all the votes entitled to be cast at such
meeting shall make a duly authorized request that such meeting be
called.
The Secretary shall call a special meeting of
stockholders for all other purposes whenever the holders of shares
entitled to at least twenty-five percent of all the votes entitled
to be cast at such meeting shall make a duly authorized request
that such meeting be called. Such request shall state the purpose
of such meeting and the matters proposed to be acted on thereat,
and no other business shall be transacted at any such special
meeting. The Secretary shall inform such stockholders of the
reasonably estimated costs of preparing and mailing the notice of
the meeting, and upon payment to the corporation of such costs,
the Secretary shall give notice in the manner provided for below.
Notwithstanding the foregoing, unless requested by stockholders
entitled to cast a majority of the votes entitled to be cast at
the meeting, a special meeting of the stockholders need not be
called at the request of stockholders to consider any matter that
is substantially the same as a matter voted on at any special
meeting of the stockholders held during the preceding twelve (12)
months.
- PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates as
the directors from time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting. The
notice of a meeting shall state in all instances the purpose or
purposes for which the meeting is called. Written or printed
notice of any meeting shall be given to each stockholder either by
mail or by presenting it to him personally or by leaving it at his
residence or usual place of business not less than ten days and
not more than ninety days before the date of the meeting, unless
any provisions of the General Corporation Law shall prescribe a
different elapsed period of time, to each stockholder at his
address appearing on the books of the corporation or the address
supplied by him for the purpose of notice. If mailed, notice
shall be deemed to be given when deposited in the United States
mail addressed to the stockholder at his post office address as it
appears on the records of the corporation with postage thereon
prepaid. Whenever any notice of the time, place or purpose of any
meeting of stockholders is required to be given under the
provisions of these by-laws or of the General Corporation Law, a
waiver thereof in writing, signed by the stockholder and filed
with the records of the meeting, whether before or after the
holding thereof, or actual attendance or representation at the
meeting shall be deemed equivalent to the giving of such notice to
such stockholder. The foregoing requirements of notice also shall
apply, whenever the corporation shall have any class of stock
which is not entitled to vote, to holders of stock who are not
entitled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the
corporation or, if the Board of Directors shall determine
otherwise, some other executive officer thereof, shall prepare or
cause to be prepared annually a full and correct statement of the
affairs of the corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year,
which shall be filed at the principal office of the corporation in
the State of Maryland.
- CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President, the
Chairman of the Board, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to be
chosen by the stockholders. The Secretary of the corporation or,
in his absence, an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may
authorize another person or persons to act for him by proxy in all
matters in which a stockholder is entitled to participate, whether
for the purposes of determining his presence at a meeting, or
whether by waiving notice of any meeting, voting or participating
at a meeting, expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by the stock-
holder or by his duly authorized attorney-in-fact and filed with
the Secretary of the corporation. No unrevoked proxy shall be
valid after eleven months from the date of its execution, unless a
longer time is expressly provided therein.
- INSPECTORS OF ELECTION. The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors to
act at the meeting or any adjournment thereof. If an inspector or
inspectors are not appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or
act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, if any, before entering
upon the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented
at the meeting, the existence of a quorum and the validity and
effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result and do such acts as are
proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting
or any stockholder, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact
found by him or them.
- VOTING. Each share of stock shall entitle the holder
thereof to one vote, except in the election of directors, at which
each said vote may be cast for as many persons as there are direc-
tors to be elected. Except for election of directors, a majority
of the votes cast at a meeting of stockholders, duly called and at
which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before a meeting,
unless more than a majority of votes cast is required by the
corporation's Articles of Incorporation. A plurality of all the
votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such action
and such consent and waiver are filed with the records of the
corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs
of the corporation shall be managed under the direction of a Board
of Directors. The use of the phrase "entire board" herein refers
to the total number of directors which the corporation would have
if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a
natural person of full age. A director need not be a stockholder,
a citizen of the United States or a resident of the State of Mary-
land. The initial Board of Directors shall consist of two
persons. Thereafter, the number of directors constituting the
entire board shall never be less than three or the number of
stockholders, whichever is less. At any regular meeting or at any
special meeting called for that purpose, a majority of the entire
Board of Directors may increase or decrease the number of direc-
tors, provided that the number thereof shall never be less than
three or the number of stockholders, whichever is less, nor more
than eleven and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of
directors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the directors named in the Articles of Incorpora-
tion and shall hold office until the first meeting of stockholders
or until their successors have been elected and qualified.
Thereafter, directors who are elected at a meeting of
stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until
their successors have been elected and qualified. Newly created
directorships and any vacancies in the Board of Directors, other
than vacancies resulting from the removal of directors by the
stockholders, may be filled by the Board of Directors, subject to
the provisions of the Investment Company Act of 1940. Newly
created directorships filled by the Board of Directors shall be by
action of a majority of the entire Board of Directors. All other
vacancies to be filled by the Board of Directors may be filled by
a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly elected
Board shall be held as soon after its election as the directors
conveniently may assemble.
- PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings
may be called by or at the direction of the President or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of direc-
tors or any committee thereof is required to be given under the
provisions of the General Corporation Law or of these by-laws, a
waiver thereof in writing, signed by the director or committee
member entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual
attendance at the meeting shall be deemed equivalent to the giving
of such notice to such director or such committee member.
- QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the
directors present, whether or not a quorum is present, may adjourn
a meeting to another time and place. Except as herein otherwise
provided and, except as in the General Corporation Law otherwise
provided, the action of a majority of the directors present at a
meeting at which a quorum is present shall be the action of the
Board of Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the Board,
if any and if present and acting, or the President or any other
director chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders, who
may elect a successor or successors to fill any resulting vacancy
or vacancies for the unexpired term of the removed director or
directors.
6. COMMITTEES. The Board of Directors may appoint from
among its members an Executive Committee and other committees
composed of two or more directors and may delegate to such
committee or committees, in the intervals between meetings of the
Board of Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs of the
corporation, except the power to amend the by-laws, to approve any
consolidation, merger, share exchange or transfer of assets, to
declare dividends, to issue stock or to recommend to stockholders
any action requiring the stockholders' approval. In the absence
of any member of any such committee, the members thereof present
at any meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Directors to act in the place of
such absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at
a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall be
elected by the Board of Directors, and may have such other
officers, assistant officers and agents as the Board of Directors
shall authorize from time to time. Any two or more offices,
except those of President and Vice President, may be held by the
same person, but no person shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is
required by law to be executed, acknowledged or verified by two or
more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation Law
is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General Corpora-
tion Law are: The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office
in the State of Maryland prescribed by the General Corporation Law
or at the business office or an agency of the corporation, an
original or duplicate stock ledger containing the names and
addresses of all stockholders and the number of shares of each
class held by each stockholder. Such stock ledger may be in
written form or any other form capable of being converted into
written form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the by-
laws, including all amendments thereto, and shall duly file
thereat the annual statement of affairs of the corporation
prescribed by Section 2-314 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name
of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall
determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
Notwithstanding any provision in the General Corporation
Law or the corporation's Articles of Incorporation:
In the event that a claim for
indemnification is asserted by a director,
officer or controlling person of the
corporation in connection with the registered
securities of the corporation, the corporation
will not make such indemnification unless
(i) the corporation has submitted, before a
court or other body, the question of whether
the person to be indemnified was liable by
reason of wilful misfeasance, bad faith, gross
negligence, or reckless disregard of duties,
and has obtained a final decision on the
merits that such person was not liable by
reason of such conduct or (ii) in the absence
of such decision, the corporation shall have
obtained a reasonable determination, based
upon a review of the facts, that such person
was not liable by virtue of such conduct, by
(a) the vote of a majority of directors who
are neither interested persons as such term is
defined in the Investment Company Act of 1940,
nor parties to the proceeding or (b) an
independent legal counsel in a written
opinion.
The corporation will not advance
attorneys' fees or other expenses incurred by
the person to be indemnified unless the
corporation shall have (i) received an
undertaking by or on behalf of such person to
repay the advance unless it is ultimately
determined that such person is entitled to
indemnification and one of the following
conditions shall have occurred: (x) such
person shall provide security for his
undertaking, (y) the corporation shall be
insured against losses arising by reason of
any lawful advances or (z) a majority of the
disinterested, non-party directors of the
corporation, or an independent legal counsel
in a written opinion, shall have determined
that based on a review of readily available
facts there is reason to believe that such
person ultimately will be found entitled to
indemnification.
Effective July 1, 1989
MANAGEMENT AGREEMENT
DREYFUS LIQUID ASSETS, INC.
August 24, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund")
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its charter documents and in
its Prospectus and Statement of Additional Information as from
time to time in effect, copies of which have been or will be
submitted to you, and in such manner and to such extent as from
time to time may be approved by the Fund's Board. The Fund
desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid
by you and no obligation may be incurred on the Fund's behalf in
any such respect.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of the Fund's
portfolio in accordance with the Fund's investment objectives and
policies as stated in its Prospectus and Statement of Additional
Information as from time to time in effect. In connection
therewith, you will obtain and provide investment research and
will supervise the Fund's investments and conduct a continuous
program of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. You will furnish to the Fund
such statistical information, with respect to the investments
which the Fund may hold or contemplate purchasing, as the Fund
may reasonably request. The Fund wishes to be informed of
important developments materially affecting its portfolio and
shall expect you, on your own initiative, to furnish to the Fund
from time to time such information as you may believe appropriate
for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; carry such fidelity and other
insurance (except insurance not obtained under a blanket policy
covering one or more other investment companies managed by you)
as may be deemed appropriate and desirable; prepare reports to
the Fund's stockholders, tax returns, reports to and filings with
the Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of the Fund's shares;
and generally assist in all aspects of the Fund's operations.
You shall have the right, at your expense, to engage other
entities to assist you in performing some or all of the
obligations set forth in this paragraph, provided each such
entity enters into an agreement with you in form and substance
reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as
if you had acted or failed to act under the circumstances.
Notwithstanding the above statements, the expenses to
be borne by the Fund include, without limitation, the following:
taxes, interest, brokerage fees and commissions, if any, fees of
Board members who are not your officers, directors or employees
or holders of 5% or more of your outstanding voting securities,
Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory fees, charges of registrars and
custodians, transfer and dividend disbursing agents' fees,
outside auditing and legal expenses, costs of maintaining the
Fund's existence, all costs of insurance obtained other than
under a blanket policy covering one or more other investment
companies managed by you, costs attributable to investor
services, costs of printing prospectuses for regulatory purposes
and for distribution to existing stockholders, and costs of
stockholders' reports and meetings. The Fund also will pay the
salaries of such of its principal executive officers as are not
also full-time salaried officers or employees of yours.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund agrees
as an inducement to your undertaking the same that you shall not
be liable hereunder for any error of judgment or mistake of law
or for any loss suffered by the Fund, provided that nothing
herein shall be deemed to protect or purport to protect you
against any liability to the Fund or to its security holders to
which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the annual rate of: 1/2 of 1% of average net
assets up to $1.5 billion; 48/100ths of 1% of such net assets
between $1.5 billion and $2 billion; 47/100ths of 1% of such net
assets between $2 billion and $2.5 billion; and 45/100ths of 1%
of such assets over $2.5 billion. Net asset value shall be
computed on such days and at such time or times as described in
the Fund's then-current Prospectus and Statement of Additional
Information. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be pro-
rated according to the proportion which such period bears to the
full monthly period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to you, the
value of the Fund's net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
If in any fiscal year the aggregate expenses of the
Fund (including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent of
the necessary state securities commissions, extraordinary
expenses) exceed 1% of the average value of the Fund's net assets
for the fiscal year, the Fund may deduct from the fees to be paid
hereunder, or you will bear, such excess expense. Your
obligation pursuant hereto will be limited to the amount of your
fees hereunder. Such deduction or payment, if any, will be
estimated daily, and reconciled and effected or paid, as the case
may be, on a monthly basis.
The Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other managed
accounts, and the Fund has no objection to your so acting,
provided that when the purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by the Fund or the
size of the position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder will
not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except for a
loss resulting from willful misfeasance, bad faith or gross
negligence on your part in the performance of your duties or from
reckless disregard by you of your obligations and duties under
this Agreement. Any person, even though also your officer,
director, partner, employee or agent, who may be or become an
officer, Board member, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as your officer, director, partner,
employee or agent or one under your control or direction even
though paid by you.
This Agreement shall continue until October 14, 1994,
and thereafter shall continue automatically for successive annual
periods ending on October 14th of each year, provided such
continuance is specifically approved at least annually by (i) the
Fund's Board or (ii) vote of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting
securities, provided that in either event its continuance also is
approved by a majority of the Fund's Board members who are not
"interested persons" (as defined in said Act) of any party to
this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This Agreement is
terminable without penalty, on 60 days' notice, by the Fund's
Board or by vote of holders of a majority of the Fund's shares
or, upon not less than 90 days' notice, by you. This Agreement
also will terminate automatically in the event of its assignment
(as defined in said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the name "Dreyfus" as part of their name, and that your
corporation or its affiliates may enter into investment advisory
or other agreements with such other entities. If you cease to
act as the Fund's investment adviser, the Fund agrees that, at
your request, the Fund will take all necessary action to change
the name of the Fund to a name not including "Dreyfus" in any
form or combination of words.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS LIQUID ASSETS, INC.
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
DISTRIBUTION AGREEMENT
DREYFUS LIQUID ASSETS, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agree-
ments hereinafter contained, the above-named investment company
(the "Fund") has agreed that you shall be, for the period of
this agreement, the distributor of (a) shares of each Series of
the Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series
are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized
shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of
Shares covered by, and in accordance with, the registration
statement and prospectus then in effect under the Securities Act
of 1933, as amended, and will transmit promptly any orders
received by you for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of Shares. It is contemplated that you will
enter into sales or servicing agreements with securities
dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your
own behalf as principal.
1.3 You shall act as distributor of Shares in
compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted by market, economic or political conditions, or by
abnormal circumstances of any kind, the Fund's officers may
decline to accept any orders for, or make any sales of, any
Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities
Act of 1933, as amended, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares and
for supplying information, prices and other data to be furnished
by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and
for distribution to shareholders; provided however, that nothing
contained herein shall be deemed to require the Fund to pay any
of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the Fund's officers in connection with the qualification of
Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all
expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your
own qualification as a dealer under state or Federal laws and,
except as otherwise specifically provided in this agreement, all
other expenses incurred by you in connection with the sale of
Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for
use in connection with the sale of Shares, such information with
respect to the Fund or any relevant Series and the Shares as you
may reasonably request, all of which shall be signed by one or
more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with:
(a) semi-annual reports and annual audited reports of the Fund's
books and accounts made by independent public accountants
regularly retained by the Fund, (b) quarterly earnings
statements prepared by the Fund, (c) a monthly itemized list of
the securities in the Fund's or, if applicable, each Series'
portfolio, (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such
additional information regarding the Fund's financial condition
as you may reasonably request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securi-
ties and Exchange Commission under the Securities Act of 1933,
as amended, and under the Investment Company Act of 1940, as
amended, with respect to the Shares have been carefully prepared
in conformity with the requirements of said Acts and rules and
regulations of the Securities and Exchange Commission there-
under. As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and
regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any
prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such amend-
ment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments, may, in the opinion of the Fund's counsel,
be necessary or advisable. If the Fund shall not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to
any registration statement or supplement to any prospectus
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.
1.9 The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of Shares. The Fund agrees to indemnify, defend and
hold you, your several officers and directors, and any person
who controls you within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which you, your officers and directors, or any such con-
trolling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement, of
a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated
in either any registration statement or any prospectus or
necessary to make the statements in either thereof not
misleading; provided, however, that the Fund's agreement to
indemnify you, your officers or directors, and any such control-
ling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or
alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in
conformity with written information furnished to the Fund by you
specifically for use in the preparation thereof. The Fund's
agreement to indemnify you, your officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned
upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person,
such notification to be given by letter or by telegram addressed
to the Fund at its address set forth above within ten days after
the summons or other first legal process shall have been served.
The failure so to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to
the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's
indemnity agreement contained in this paragraph 1.9. The Fund
will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing
chosen by the Fund and approved by you. In the event the Fund
elects to assume the defense of any such suit and retain counsel
of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not
elect to assume the defense of any such suit, or in case you do
not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by you or
them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of
you, your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective
estates, and to the benefit of any controlling persons and their
successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund
or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund,
its several officers and Board members, and any person who con-
trols the Fund within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933,
as amended, or under common law or otherwise, but only to the
extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting
from such claims or demands, shall arise out of or be based upon
any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and
used in the answers to any of the items of the registration
statement or in the corresponding statements made in the pro-
spectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with
such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such
information not misleading. Your agreement to indemnify the
Fund, its officers and Board members, and any such controlling
person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification
to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or
other first legal process shall have been served. You shall
have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or
omission on your part, and in any other event the Fund, its
officers or Board members, or such controlling person shall each
have the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify you of
any such action shall not relieve you from any liability which
you may have to the Fund, its officers or Board members, or to
such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than on account of your indemnity agreement contained in this
paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's
officers and Board members, and their respective estates, and to
the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the
Fund under any of the provisions of this agreement and no orders
for the purchase or sale of such Shares hereunder shall be
accepted by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary amend-
ments thereto shall be suspended under any of the provisions of
the Securities Act of 1933, as amended, or if and so long as a
current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of
the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in
writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement
or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending
the effectiveness of the registration statement or pro-
spectus then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect or
which requires the making of a change in such registra-
tion statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to
any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange
Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you
shall be offered for sale at a price per share (the "offering
price") approximately equal to (a) their net asset value
(determined in the manner set forth in the Fund's charter
documents) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be
the percentage of the offering price of such Shares as set forth
in the Fund's then-current prospectus. The offering price, if
not an exact multiple of one cent, shall be adjusted to the
nearest cent. In addition, Shares of any class of the Fund
offered for sale by you may be subject to a contingent deferred
sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent
deferred sales charge in respect of the Shares. Any payments to
dealers shall be governed by a separate agreement between you
and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the
"Reapproval Date") set forth on Exhibit A hereto (and, if the
Fund has Series, a separate Reapproval Date shall be specified
on Exhibit A for each Series), and thereafter shall continue
automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of
the Shares of the Fund or the relevant Series, as the case may
be, provided that in either event its continuance also is
approved by a majority of the Board members who are not
"interested persons" (as defined in said Act) of any party to
this agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This agreement is
terminable without penalty, on 60 days' notice, by vote of
holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case
may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fifth anniversary of the date
hereof. This agreement also will terminate automatically, as to
the Fund or relevant Series, as the case may be, in the event of
its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you
shall not perform any services for any entity other than
investment companies advised or administered by The Dreyfus
Corporation. The Fund acknowledges that the persons employed by
you to assist in the performance of your duties under this
agreement may not devote their full time to such service and
nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and
devote time and attention to other businesses or to render
services of whatever kind or nature.
Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by
signing below, whereupon it shall become a binding agreement
between us.
Very truly yours,
DREYFUS LIQUID ASSETS, INC.
By:_________________________
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:________________________
EXHIBIT A
Reapproval Date Reapproval Day
October 14, 1995 October 14th
APPENDIX B
TO BROKER-DEALER AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. We
represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to
us by clients in connection with the investment of their assets in shares
of the Funds, will be properly disclosed by us to our clients, will be
authorized by our clients and will not result in an excessive or
unauthorized fee to us. We will act solely as agent for, upon the order of,
and for the account of, our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent. We agree that in the event an issue pertaining
to a Fund's Shareholder Services Plan is submitted for shareholder
approval, we will vote any Fund shares held for our own account in the
same proportion as the vote of those shares held for our client's accounts.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. We shall have no authority to act as agent for the Funds or for
you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement. This Agreement is terminable without penalty
upon 15 days' notice by either party. In addition, you may terminate this
Agreement as to any or all Funds immediately, without penalty, if the
present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if you cease to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if we fail to perform the
shareholder servicing and administrative functions contemplated herein
by you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Shareholder Services Plan and
Prospectus and related Statement of Additional Information. We
understand that any payments pursuant to this Agreement shall be paid
only so long as this Agreement and such Plan are in effect. We agree that
no Director, officer or shareholder of the Fund shall be liable individually
for the performance of the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telex, telecopier, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX B
TO BANK AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, if we are a federally chartered and supervised bank or other
banking organization, you recognize that we may be subject to the
provisions of the Glass-Steagall Act and other laws, rules, regulations, or
requirements governing, among other things, the conduct of our activities.
As such, we are restricted in the activities we may undertake and for
which we may be paid and, therefore, intend to perform only those
activities as are consistent with our statutory and regulatory obligations.
We represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to
us by clients in connection with the investment of their assets in shares
of the Funds, will be properly disclosed by us to our clients, will be
authorized by our clients and will not result in an excessive or
unauthorized fee to us.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent. We agree that in the event an issue pertaining
to a Fund's Shareholder Services Plan is submitted for shareholder
approval, we will vote any Fund shares held for our own account in the
same proportion as the vote of those shares held for our clients' accounts.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a federally supervised bank or thrift institution, we
agree that, in providing services hereunder, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of Nondeposit
Investment Products issued by The Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Office of
the Comptroller of the Currency, and the Office of Thrift Supervision
(February 15, 1994) or any successor interagency requirements as in force
at the time such services are provided. We shall have no authority to act
as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement. This Agreement is terminable without penalty
upon 15 days' notice by either party. In addition, you may terminate this
Agreement as to any or all Funds immediately, without penalty, if the
present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if you cease to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if we fail to perform the
shareholder servicing and administrative functions contemplated herein
by you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Shareholder Services Plan and
Prospectus and related Statement of Additional Information. We
understand that any payments pursuant to this Agreement shall be paid
only so long as this Agreement and such Plan are in effect. We agree that
no Director, officer or shareholder of the Fund shall be liable individually
for the performance of the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX B
TO BANK AFFILIATED BROKER-DEALER AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, if we are a subsidiary or affiliate of a federally chartered and
supervised bank or other banking organization, you recognize that we may
be subject to the provisions of the Glass-Steagall Act and other laws,
rules, regulations or requirements governing, among other things, the
conduct of our activities. As such, we are restricted in the activities we
may undertake and for which we may be paid and, therefore, intend to
perform only those activities as are consistent with our statutory and
regulatory obligations. We represent and warrant to, and agree with you,
that the compensation payable to us hereunder, together with any other
compensation payable to us by clients in connection with the investment
of their assets in shares of the Funds, will be properly disclosed by us to
our clients, will be authorized by our clients and will not result in an
excessive or unauthorized fee to us.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent. We agree that in the event an issue pertaining
to a Fund's Shareholder Services Plan is submitted for shareholder
approval, we will vote any Fund shares held for our own account in the
same proportion as the vote of those shares held for our clients' accounts.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a subsidiary or an affiliate of a federally supervised
bank or thrift institution, we agree that in providing services hereunder
we shall at all times act in compliance with the Interagency Statement on
Retail Sales of Nondeposit Investment Products issued by The Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and the Office
of Thrift Supervision (February 15, 1994) or any successor interagency
requirements as in force at the time such services are provided. We shall
have no authority to act as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement. This Agreement is terminable without penalty
upon 15 days' notice by either party. In addition, you may terminate this
Agreement as to any or all Funds immediately, without penalty, if the
present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if you cease to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if we fail to perform the
shareholder servicing and administrative functions contemplated herein
by you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Shareholder Services Plan and
Prospectus and related Statement of Additional Information. We
understand that any payments pursuant to this Agreement shall be paid
only so long as this Agreement and such Plan are in effect. We agree that
no Director, officer or shareholder of the Fund shall be liable individually
for the performance of the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
AMENDED AND RESTATED CUSTODY AGREEMENT
Amended and Restated Custody Agreement made as of August
23, 1989 between DREYFUS LIQUID ASSETS, INC., a corporation
organized and existing under the laws of the State of Maryland,
having its principal office and place of business at 666 Old
Country Road, Garden City, New York 11530 (hereinafter called the
"Fund"), and THE BANK OF NEW YORK, a New York corporation
authorized to do a banking business, having its principal office
and place of business at 48 Wall Street, New York, New York 10015
(hereinafter called the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not any
such person is an Officer or employee of the Fund, duly authorized
by the Directors of the Fund to give Oral Instructions and Written
Instructions on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix A or such other Certificate as may be
received by the Custodian from time to time.
2. "Available Balance" shall mean for any given day
during a calendar year the aggregate amount of Federal Funds held
in the Fund's custody account(s) at The Bank of New York, or its
successors, as of the close of such day or, if such day is not a
business day, the close of the preceding business day.
3. "Bankruptcy" shall mean with respect to a party such
party's making a general assignment, arrangement or composition
with or for the benefit of its creditors, or instituting or having
instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or the entry of an order for relief under
the Federal bankruptcy law or any other relief under any
bankruptcy or insolvency law or other similar law affecting
creditors' rights, or if a petition is presented for the winding
up or liquidation of the party or a resolution is passed for its
winding up or liquidation, or it seeks, or becomes subject to, the
appointment of an administrator, receiver, trustee, custodian or
other similar official for it or for all or substantially all of
its assets or its taking any action in furtherance of, or
indicating its consent to approval of, or acquiescence in, any of
the foregoing.
4. "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and Federal
agency securities, its successor or successors and its nominee or
nominees.
5. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options, Futures
Contracts and Futures Contract Options entitling the holder, upon
timely exercise and payment of the exercise price, as specified
therein, to purchase from the writer thereof the specified
underlying Securities.
6. "Certificate" shall mean any notice, instruction, or
other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually received
by the Custodian and signed on behalf of the Fund by any two
Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-
dealer which is a clearing member under the rules of O.C.C. and a
member of a national securities exchange qualified to act as a
custodian for an investment company, or any broker-dealer
reasonably believed by the Custodian to be such a clearing member.
8. "Collateral Account" shall mean a segregated account
so denominated and pledged to the Custodian as security for, and
in consideration of, the Custodian's issuance of (a) any Put
Option guarantee letter or similar document described in paragraph
8 of Article V herein, or (b) any receipt described in Article V
or VIII herein.
9. "Consumer Price Index" shall mean the U.S. Consumer
Price Index, all items and all urban consumers, U.S. city average
1982-84 equals 100, as first published without seasonal adjustment
by the Bureau of Labor Statistics, the Department of Labor,
without regard to subsequent revisions or corrections by such
Bureau.
10. "Covered Call Option" shall mean an exchange traded
option entitling the holder, upon timely exercise and payment of
the exercise price, as specified therein, to purchase from the
writer thereof the specified Securities (excluding Futures
Contracts) which are owned by the writer thereof and subject to
appropriate restrictions.
11. "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the Securities
and Exchange Commission, its successor or successors and its
nominee or nominees, provided the Custodian has received a
certified copy of a resolution of the Fund's Directors
specifically approving deposits in DTC. The term "Depository"
shall further mean and include any other person authorized to act
as a depository under the Investment Company Act of 1940, its
successor or successors and its nominee or nominees, specifically
identified in a certified copy of a resolution of the Fund's
Directors specifically approving deposits therein by the
Custodian.
12. "Earnings Credit" shall mean for any given day
during a calendar year the product of (a) the Federal Funds Rate
for such date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available
same day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.15 (519) and
applicable to such day and each succeeding day which is not a
business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes, U.S.
Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at an
agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option with
respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account in
the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member, or
otherwise, in accordance with an agreement between the Fund, the
Custodian and a broker, dealer, futures commission merchant or
Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund may
from time to time determine. Securities held in the Book-Entry
System or the Depository shall be deemed to have been deposited
in, or withdrawn from, a Margin Account upon the Custodian's
effecting an appropriate entry on its books and records.
19. "Merger" shall mean (a) with respect to the Fund,
the consolidation or amalgamation with, merger into, or transfer
of all or substantially all of its assets to, another entity,
where the Fund is not the surviving entity, and (b) with respect
to the Custodian, any consolidation or amalgamation with, merger
into, or transfer of all or substantially all of its assets to,
another entity, except for any such consolidation, amalgamation,
merger or transfer of assets between the Custodian and The Bank of
New York Company, Inc. or any subsidiary thereof, or the Irving
Bank Corporation or any subsidiary thereof, provided that the
surviving entity agrees to be bound by the terms of this
Agreement.
20. "Money Market Security" shall be deemed to include,
without limitation, debt obligations issued or guaranteed as to
principal and interest by the government of the United States or
agencies or instrumentalities thereof, commercial paper,
certificates of deposit and bankers' acceptances, repurchase and
reverse repurchase agreements with respect to the same and bank
time deposits, where the purchase and sale of such securities
normally requires settlement in Federal funds on the same date as
such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation, a
clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its nominee
or nominees.
22. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the Directors of
the Fund to execute any Certificate, instruction, notice or other
instrument on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix B or such other Certificate as may be
received by the Custodian from time to time.
23. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from an Authorized Person or
from a person reasonably believed by the Custodian to be an
Authorized Person.
25. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options, Futures
Contracts, and Futures Contract Options entitling the holder, upon
timely exercise and tender of the specified underlying Securities,
to sell such Securities to the writer thereof for the exercise
price.
26. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and agrees
to repurchase such Securities at a described or specified date and
price.
27. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock Index
Futures Contract Options, Financial Futures Contracts, Financial
Futures Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having characteristics
similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public authorities
(including, without limitation, general obligation bonds, revenue
bonds and industrial bonds and industrial development bonds),
bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments representing
rights to receive, purchase, sell or subscribe for the same, or
evidencing or representing any other rights or interest therein,
or any property or assets.
28. "Segregated Security Account" shall mean an account
maintained under the terms of this Agreement as a segregated
account, by recordation or otherwise, within the custody account
in which certain Securities and/or other assets of the Fund shall
be deposited and withdrawn from time to time in accordance with
Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.
29. "Shares" shall mean the shares of Common Stock of
the Fund, each of which, in the case of a Fund having Series, is
allocated to a particular Series.
30. "Stock Index Futures Contract" shall mean a
bilateral agreement pursuant to which the parties agree to take or
make delivery of an amount of cash equal to a specified dollar
amount times the difference between the value of a particular
stock index at the close of the last business day of the contract
and the price at which the futures contract is originally struck.
31. "Stock Index Option" shall mean an exchange traded
option entitling the holder, upon timely exercise, to receive an
amount of cash determined by reference to the difference between
the exercise price and the value of the index on the date of
exercise.
32. "Written Instructions" shall mean written
communications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of certainty
the authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement, except
that (a) if the Custodian fails to provide for the custody of any
of the Fund's Securities and moneys located or to be located
outside the United States in a manner satisfactory to the Fund,
the Fund shall be permitted to arrange for the custody of such
Securities and moneys located or to be located outside the United
States other than through the Custodian at rates to be negotiated
and borne by the Fund and (b) if the Custodian fails to continue
any existing sub-custodial or similar arrangements on
substantially the same terms as exist on the date of this
Agreement, the Fund shall be permitted to arrange for such or
similar services other than through the Custodian at rates to be
negotiated and borne by the Fund. The Custodian shall not charge
the Fund for any such terminated services after the date of such
termination.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as hereinafter
set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, the Fund will deliver or cause to be
delivered to the Custodian all Securities and all moneys owned by
it, including cash received for the issuance of its shares, at any
time during the period of this Agreement. The Custodian will not
be responsible for such Securities and such moneys until actually
received by it. The Custodian will be entitled to reverse any
credits made on the Fund's behalf where such credits have been
previously made and moneys are not finally collected. The Fund
shall deliver to the Custodian a certified resolution of the
Directors of the Fund approving, authorizing and instructing the
Custodian on a continuous and on-going basis to deposit in the
Book-Entry System all Securities eligible for deposit therein and
to utilize the Book-Entry System to the extent possible in
connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and sales
of Securities, loans of Securities, and deliveries and returns of
Securities collateral. Prior to a deposit of Securities of the
Fund in the Depository the Fund shall deliver to the Custodian a
certified resolution of the Directors of the Fund approving,
authorizing and instructing the Custodian on a continuous and
ongoing basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the Depository
all Securities eligible for deposit therein and to utilize the
Depository to the extent possible in connection with its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of Securities,
loans of Securities, and deliveries and returns of Securities
collateral. Securities and moneys of the Fund deposited in either
the Book-Entry System or the Depository will be represented in
accounts which include only assets held by the Custodian for
customers, including, but not limited to, accounts in which the
Custodian acts in a fiduciary or representative capacity. Prior
to the Custodian's accepting, utilizing and acting with respect to
Clearing Member confirmations for Options and transactions in
Options as provided in this Agreement, the Custodian shall have
received a certified resolution of the Fund's Board of Directors
approving, authorizing and instructing the Custodian on a
continuous and on-going basis, until instructed to the contrary by
a Certificate actually received by the Custodian, to accept,
utilize and act in accordance with such confirmations as provided
in this Agreement.
2. The Custodian shall credit to a separate account in
the name of the Fund all moneys received by it for the account of
the Fund, and shall disburse the same only:
(a) In payment for Securities purchased, as provided in
Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name and
address of the person to whom the payment is to be made, and the
purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of the
expenses and liabilities of the Custodian, as provided in Article
XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund during
said day. Where Securities are transferred to the account of the
Fund, the Custodian shall also by book-entry or otherwise identify
as belonging to the Fund a quantity of Securities in a fungible
bulk of Securities registered in the name of the Custodian (or its
nominee) or shown on the Custodian's account on the books of the
Book-Entry System or the Depository. At least monthly and from
time to time, the Custodian shall furnish the Fund with a detailed
statement of the Securities and moneys held for the Fund under
this Agreement.
4. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, all Securities held for the Fund,
which are issued or issuable only in bearer form, except such
Securities as are held in the Book-Entry System, shall be held by
the Custodian in that form; all other Securities held for the Fund
may be registered in the name of the Fund, in the name of any duly
appointed registered nominee of the Custodian as the Custodian may
from time to time determine, or in the name of the Book-Entry
System or the Depository or their successor or successors, or
their nominee or nominees. The Fund agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to hold
or deliver in proper form for transfer, or to register in the name
of its registered nominee or in the name of the Book-Entry System
or the Depository, any Securities which it may hold for the
account of the Fund and which may from time to time be registered
in the name of the Fund. The Custodian shall hold all such
Securities which are not held in the Book-Entry System or in the
Depository in a separate account in the name of the Fund
physically segregated at all times from those of any other person
or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate, the
Custodian by itself, or through the use of the Book-Entry System
or the Depository with respect to Securities therein deposited,
shall with respect to all Securities held for the Fund in
accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will provide
a conditional payment of income within 60 days from the date the
Custodian received such notice, unless the Custodian reasonably
concludes that such income was not due or payable to the Fund,
provided that the Custodian may reverse any such conditional
payment upon its reasonably concluding that all or any portion of
such income was not due or payable, and provided further that the
Custodian shall not be liable for failing to collect on a timely
basis the full amount of income due or payable in respect of a
"floating rate instrument" or "variable rate instrument" (as such
terms are defined under Rule 2a-7 under the Investment Company Act
of 1940, as amended) if it has acted in good faith, without
negligence or willful misconduct.
(b) Present for payment and collect the amount payable
upon such Securities which are called, but only if either (i) the
Custodian receives a written notice of such call, or (ii) notice
of such call appears in one or more of the publications listed in
Appendix C annexed hereto, which may be amended at any time by the
Custodian upon five business days' prior notification to the Fund;
(c) Present for payment and collect the amount payable
upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws or
the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System or
the Depository with respect to Securities therein deposited, for
the account of the Fund all rights and similar securities issued
with respect to any Securities held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise, the
Custodian, directly or through the use of the Book-Entry System or
the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authorizations,
and any other instruments whereby the authority of the Fund as
owner of any Securities may be exercised;
(b) Deliver any Securities held for the Fund in
exchange for other Securities or cash issued or paid in connection
with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such
delivery;
(d) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount payable
upon Securities not described in preceding paragraph 5(b) of this
Article which may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to such
availability, the Custodian shall comply with Section 17(f) of the
Investment Company Act of 1940, as amended, in connection with the
purchase, sale, settlement, closing out or writing of Futures
Contracts, Options or Futures Contract Options by making payments
or deliveries specified in Certificates received by the Custodian
in connection with any such purchase, sale, writing, settlement or
closing out upon its receipt from a broker, dealer or futures
commission merchant of a statement or confirmation reasonably
believed by the Custodian to be in the form customarily used by
brokers, dealers, or futures commission merchants with respect to
such Futures Contracts, Options or Futures Contract Options, as
the case may be, confirming that such Security is held by such
broker, dealer or futures commission merchant, in book-entry form
or otherwise, in the name of the Custodian (or any nominee of the
Custodian) as custodian for the Fund, provided, however, that
payments to or deliveries from the Margin Account shall be made in
accordance with the terms and conditions of the Margin Account
Agreement. Whenever any such instruments or certificates are
available, the Custodian shall, notwithstanding any provision in
this Agreement to the contrary, make payment for any Futures
Contract, Option or Futures Contract Option for which such
instruments or such certificates are available only against the
delivery to the Custodian of such instrument or such certificate,
and deliver any Futures Contract, Option or Futures Contract
Option for which such instruments or such certificates are
available only against receipt by the Custodian of payment
therefor. Any such instrument or certificate delivered to the
Custodian shall be held by the Custodian hereunder in accordance
with, and subject to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the Fund
shall deliver to the Custodian (i) with respect to each purchase
of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase: (a)
the name of the issuer and the title of the Securities; (b) the
number of shares or the principal amount purchased and accrued
interest, if any; (c) the date of purchase and settlement; (d) the
purchase price per unit; (e) the total amount payable upon such
purchase; (f) the name of the person from whom or the broker
through whom the purchase was made, and the name of the clearing
broker, if any; and (g) the name of the broker to which payment is
to be made. The Custodian shall, upon receipt of Securities
purchased by or for the Fund, pay out of the moneys held for the
account of the Fund the total amount payable to the person from
whom, or the broker through whom, the purchase was made, provided
that the same conforms to the total amount payable as set forth in
such Certificate, Oral Instructions or Written Instructions.
2. Promptly after each sale of Securities by the Fund,
other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions, specifying
with respect to each such sale: (a) the name of the issuer and
the title of the Security; (b) the number of shares or principal
amount sold, and accrued interest, if any; (c) the date of sale;
(d) the sale price per unit; (e) the total amount payable to the
Fund upon such sale; (f) the name of the broker through whom or
the person to whom the sale was made, and the name of the clearing
broker, if any; and (g) the name of the broker to whom the
Securities are to be delivered. The Custodian shall deliver the
Securities upon receipt of the total amount payable to the Fund
upon such sale, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral Instructions
or Written Instructions. Subject to the foregoing, the Custodian
may accept payment in such form as shall be satisfactory to it,
and may deliver Securities and arrange for payment in accordance
with the customs prevailing among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the type of
Option (put or call); (b) the name of the issuer and the title and
number of shares subject to such Option or, in the case of a Stock
Index Option, the stock index to which such Option relates and the
number of Stock Index Options purchased; (c) the expiration date;
(d) the exercise price; (e) the dates of purchase and settlement;
(f) the total amount payable by the Fund in connection with such
purchase; (g) the name of the Clearing Member through which such
Option was purchased; and (h) the name of the broker to whom
payment is to be made. The Custodian shall pay, upon receipt of a
Clearing Member's statement confirming the purchase of such Option
held by such Clearing Member for the account of the Custodian (or
any duly appointed and registered nominee of the Custodian) as
custodian for the Fund, out of moneys held for the account of the
Fund, the total amount payable upon such purchase to the Clearing
Member through whom the purchase was made, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph l hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to each such
sale: (a) the type of Option (put or call); (b) the name of the
issuer and the title and number of shares subject to such Option
or, in the case of a Stock Index Option, the stock index to which
such Option relates and the number of Stock Index Options sold;
(c) the date of sale; (d) the sale price; (e) the date of
settlement; (f) the total amount payable to the Fund upon such
sale; and (g) the name of the Clearing Member through which the
sale was made. The Custodian shall consent to the delivery of the
Option sold by the Clearing Member which previously supplied the
confirmation described in preceding paragraph 1 of this Article
with respect to such Option against payment to the Custodian of
the total amount payable to the Fund, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
3. Promptly after the exercise by the Fund of any Call
Option purchased by the Fund pursuant to paragraph l hereof, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to such Call Option: (a) the name of the issuer and the
title and number of shares subject to the Call Option; (b) the
expiration date; (c) the date of exercise and settlement; (d) the
exercise price per share; (e) the total amount to be paid by the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Call Option was exercised. The Custodian
shall, upon receipt of the Securities underlying the Call Option
which was exercised, pay out of the moneys held for the account of
the Fund the total amount payable to the Clearing Member through
whom the Call Option was exercised, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to such Put Option: (a) the name of the issuer and the
title and number of shares subject to the Put Option; (b) the
expiration date; (c) the date of exercise and settlement; (d) the
exercise price per share; (e) the total amount to be paid to the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Put Option was exercised. The Custodian shall,
upon receipt of the amount payable upon the exercise of the Put
Option, deliver or direct the Depository to deliver the
Securities, provided the same conforms to the amount payable to
the Fund as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any Stock
Index Option purchased by the Fund pursuant to paragraph 1 hereof,
the Fund shall deliver to the Custodian a Certificate specifying
with respect to such Stock Index Option: (a) the type of Stock
Index Option (put or call); (b) the number of Options being
exercised; (c) the stock index to which such Option relates; (d)
the expiration date; (e) the exercise price; (f) the total amount
to be received by the Fund in connection with such exercise; and
(g) the Clearing Member from which such payment is to be received.
6. Whenever the Fund writes a Covered Call Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the name
of the issuer and the title and number of shares for which the
Covered Call Option was written and which underlie the same; (b)
the expiration date; (c) the exercise price; (d) the premium to be
received by the Fund; (e) the date such Covered Call Option was
written; and (f) the name of the Clearing Member through which the
premium is to be received. The Custodian shall deliver or cause
to be delivered, in exchange for receipt of the premium specified
in the Certificate with respect to such Covered Call Option, such
receipts as are required in accordance with the customs prevailing
among Clearing Members dealing in Covered Call Options and shall
impose, or direct the Depository to impose, upon the underlying
Securities specified in the Certificate such restrictions as may
be required by such receipts. Notwithstanding the foregoing, the
Custodian has the right, upon prior written notification to the
Fund, at any time to refuse to issue any receipts for Securities
in the possession of the Custodian and not deposited with the
Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct the
Depository to deliver, the Securities subject to such Covered Call
Option and specifying: (a) the name of the issuer and the title
and number of shares subject to the Covered Call Option; (b) the
Clearing Member to whom the underlying Securities are to be
delivered; and (c) the total amount payable to the Fund upon such
delivery. Upon the return and/or cancellation of any receipts
delivered pursuant to paragraph 6 of this Article, the Custodian
shall deliver, or direct the Depository to deliver, the underlying
Securities as specified in the Certificate for the amount to be
received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares for which the Put Option is written
and which underlie the same; (b) the expiration date; (c) the
exercise price; (d) the premium to be received by the Fund; (e)
the date such Put Option is written; (f) the name of the Clearing
Member through which the premium is to be received and to whom a
Put Option guarantee letter is to be delivered; (g) the amount of
cash, and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; and (h) the amount
of cash and/or the amount and kind of Securities to be deposited
into the Collateral Account. The Custodian shall, after making
the deposits into the Collateral Account specified in the
Certificate, issue a Put Option guarantee letter substantially in
the form utilized by the Custodian on the date hereof, and deliver
the same to the Clearing Member specified in the Certificate
against receipt of the premium specified in said Certificate.
Notwithstanding the foregoing, the Custodian shall be under no
obligation to issue any Put Option guarantee letter or similar
document if it is unable to make any of the representations
contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund shall
promptly deliver to the Custodian a Certificate specifying: (a)
the name of the issuer and title and number of shares subject to
the Put Option; (b) the Clearing Member from which the underlying
Securities are to be received; (c) the total amount payable by the
Fund upon such delivery; (d) the amount of cash and/or the amount
and kind of Securities to be withdrawn from the Collateral
Account; and (e) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account. Upon the return and/or cancellation of any Put Option
guarantee letter or similar document issued by the Custodian in
connection with such Put Option, the Custodian shall pay out of
the moneys held for the account of the Fund the total amount
payable to the Clearing Member specified in the Certificate as set
forth in such Certificate, and shall make the withdrawals
specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) whether
such Stock Index Option is a put or a call; (b) the number of
Options written; (c) the stock index to which such Option relates;
(d) the expiration date; (e) the exercise price; (f) the Clearing
Member through which such Option was written; (g) the premium to
be received by the Fund; (h) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in the Segregated
Security Account; (i) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Collateral
Account; and (j) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in a Margin Account, and the
name in which such account is to be or has been established. The
Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits, if any, into the Segregated
Security Account specified in the Certificate, and either (1)
deliver such receipts, if any, which the Custodian has
specifically agreed to issue, which are in accordance with the
customs prevailing among Clearing Members in Stock Index Options
and make the deposits into the Collateral Account specified in the
Certificate, or (2) make the deposits into the Margin Account
specified in the Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) such information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member through
which such Stock Index Option is being exercised; (c) the total
amount payable upon such exercise, and whether such amount is to
be paid by or to the Fund; (d) the amount of cash and/or amount
and kind of Securities, if any, to be withdrawn from the Margin
Account; and (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article, the
Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical to
a previously written Option described in paragraphs 6, 8 or 10 of
this Article in a transaction expressly designated as a "Closing
Purchase Transaction" in order to liquidate its position as a
writer of an Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to the Option
being purchased: (a) that the transaction is a Closing Purchase
Transaction; (b) the name of the issuer and the title and number
of shares subject to the Option, or, in the case of a Stock Index
Option, the stock index to which such Option relates and the
number of Options held; (c) the exercise price; (d) the premium to
be paid by the Fund; (e) the expiration date; (f) the type of
Option (put or call); (g) the date of such purchase; (h) the name
of the Clearing Member to which the premium is to be paid; and (i)
the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Collateral Account, a specified
Margin Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8 or
10 of this Article with respect to the Option being liquidated
through the Closing Purchase Transaction, the Custodian shall
remove, or direct the Depository to remove, the previously imposed
restrictions on the Securities underlying the Call Option.
13. Upon the expiration or exercise of, or consummation
of a Closing Purchase Transaction with respect to, any Option
purchased or written by the Fund and described in this Article,
the Custodian shall delete such Option from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein, and upon the return and/or cancellation of any receipts
issued by the Custodian, shall make such withdrawals from the
Collateral Account, the Margin Account and/or the Segregated
Security Account as may be specified in a Certificate received in
connection with such expiration, exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with respect
to any number of identical Futures Contract(s)): (a) the category
of Futures Contract (the name of the underlying stock index or
financial instrument); (b) the number of identical Futures
Contracts entered into; (c) the delivery or settlement date of the
Futures Contract(s); (d) the date the Futures Contract(s) was
(were) entered into and the maturity date; (e) whether the Fund is
buying (going long) or selling (going short) on such Futures
Contract(s); (f) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security
Account; (g) the name of the broker, dealer or futures commission
merchant through which the Futures Contract was entered into; and
(h) the amount of fee or commission, if any, to be paid and the
name of the broker, dealer or futures commission merchant to whom
such amount is to be paid. The Custodian shall make the deposits,
if any, to the Margin Account in accordance with the terms and
conditions of the Margin Account Agreement. The Custodian shall
make payment of the fee or commission, if any, specified in the
Certificate and deposit in the Segregated Security Account the
amount of cash and/or the amount and kind of Securities specified
in said Certificate.
2. (a) Any variation margin payment or similar payment
required to be made by the Fund to a broker, dealer or futures
commission merchant with respect to an outstanding Futures
Contract shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar
payment from a broker, dealer or futures commission merchant to
the Fund with respect to an outstanding Futures Contract shall be
received and dealt with by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or settlement is
made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Futures Contract; (b)
with respect to a Stock Index Futures Contract, the total cash
settlement amount to be paid or received, and with respect to a
Financial Futures Contract, the Securities and/or amount of cash
to be delivered or received; (c) the broker, dealer or futures
commission merchant to or from which payment or delivery is to be
made or received; and (d) the amount of cash and/or Securities to
be withdrawn from the Segregated Security Account. The Custodian
shall make the payment or delivery specified in the Certificate
and delete such Futures Contract from the statements delivered to
the Fund pursuant to paragraph 3 of Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b) the
Futures Contract being offset. The Custodian shall make payment
of the fee or commission, if any, specified in the Certificate and
delete the Futures Contract being offset from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Segregated Security
Account as may be specified in such Certificate. The withdrawals,
if any, to be made from the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract
Option by the Fund, the Fund shall deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as may
be necessary to identify the Futures Contract underlying the
Futures Contract Option purchased; (c) the expiration date; (d)
the exercise price; (e) the dates of purchase and settlement; (f)
the amount of premium to be paid by the Fund upon such purchase;
(g) the name of the broker or futures commission merchant through
which such option was purchased; and (h) the name of the broker or
futures commission merchant to whom payment is to be made. The
Custodian shall pay the total amount to be paid upon such purchase
to the broker or futures commission merchant through whom the
purchase was made, provided that the same conforms to the amount
set forth in such Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date of
settlement; (f) the total amount payable to the Fund upon such
sale; and (g) the name of the broker or futures commission
merchant through which the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the
Fund pursuant to paragraph 1 is exercised by the Fund, the Fund
shall promptly deliver to the Custodian a Certificate specifying:
(a) the particular Futures Contract Option (put or call) being
exercised; (b) the type of Futures Contract underlying the Futures
Contract Option; (c) the date of exercise; (d) the name of the
broker or futures commission merchant through which the Futures
Contract Option is exercised; (e) the net total amount, if any,
payable by the Fund; (f) the amount, if any, to be received by the
Fund; and (g) the amount of cash and/or the amount and kind of
Securities to be deposited in the Segregated Security Account.
The Custodian shall make the payments, if any, and the deposits,
if any, into the Segregated Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Futures Contract Option: (a) the
type of Futures Contract Option (put or call); (b) the type of
Futures Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the expiration date; (d) the exercise price; (e) the
premium to be received by the Fund; (f) the name of the broker or
futures commission merchant through which the premium is to be
received; and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security
Account. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits into the
Segregated Security Account, if any, as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly deliver
to the Custodian a Certificate specifying: (a) the particular
Futures Contract Option exercised; (b) the type of Futures
Contract underlying the Futures Contract Option; (c) the name of
the broker or futures commission merchant through which such
Futures Contract Option was exercised; (d) the net total amount,
if any, payable to the Fund upon such exercise; (e) the net total
amount, if any, payable by the Fund upon such exercise; and (f)
the amount of cash and/or the amount and kind of Securities to be
deposited in the Segregated Security Account. The Custodian
shall, upon its receipt of the net total amount payable to the
Fund, if any, specified in such Certificate make the payments, if
any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits, if any, to
be made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
6. Whenever a Futures Contract Option which is written
by the Fund and which is a Put Option is exercised, the Fund shall
promptly deliver to the Custodian a Certificate specifying: (a)
the particular Futures Contract Option exercised; (b) the type of
Futures Contract underlying such Futures Contract Option; (c) the
name of the broker or futures commission merchant through which
such Futures Contract Option is exercised; (d) the net total
amount, if any, payable to the Fund upon such exercise; (e) the
net total amount, if any, payable by the Fund upon such exercise;
and (f) the amount and kind of Securities and/or cash to be
withdrawn from or deposited in the Segregated Security Account, if
any. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in the Certificate,
make the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate. The
deposits to and/or withdrawals from the Margin Account, if any,
shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as a
writer of such Futures Contract Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to
the Futures Contract Option being purchased: (a) that the
transaction is a closing transaction; (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the exercise price; (d) the premium to be paid by the
Fund; (e) the expiration date; (f) the name of the broker or
futures commission merchant to which the premium is to be paid;
and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account. The Custodian shall effect the withdrawals from the
Segregated Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and conditions
of the Margin Account Agreement.
8. Upon the expiration or exercise of, or consummation
of a closing transaction with respect to, any Futures Contract
Option written or purchased by the Fund and described in this
Article, the Custodian shall (a) delete such Futures Contract
Option from the statements delivered to the Fund pursuant to
paragraph 3 of Article III herein, and (b) make such withdrawals
from, and/or, in the case of an exercise, such deposits into, the
Segregated Security Account as may be specified in a Certificate.
The deposits to and/or withdrawals from the Margin Account, if
any, shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the name
of the issuer and the title of the Security; (b) the number of
shares or principal amount sold, and accrued interest or
dividends, if any; (c) the dates of the sale and settlement;
(d) the sale price per unit; (e) the total amount credited to the
Fund upon such sales, if any; (f) the amount of cash and/or the
amount and kind of Securities, if any, which are to be deposited
in a Margin Account and the name in which such Margin Account has
been or is to be established; (g) the amount of cash and/or the
amount and kind of Securities, if any, to be deposited in a
Segregated Security Account; and (h) the name of the broker
through which such short sale was made. The Custodian shall upon
its receipt of a statement from such broker confirming such sale
and that the total amount credited to the Fund upon such sale, if
any, as specified in the Certificate is held by such broker for
the account of the Custodian (or any nominee of the Custodian) as
custodian of the Fund, issue a receipt or make the deposits into
the Margin Account and the Segregated Security Account specified
in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out: (a)
the name of the issuer and the title of the Security; (b) the
number of shares or the principal amount, and accrued interest or
dividends, if any, required to effect such closing-out to be
delivered to the broker; (c) the dates of the closing-out and
settlement; (d) the purchase price per unit; (e) the net total
amount payable to the Fund upon such closing-out; (f) the net
total amount payable to the broker upon such closing-out; (g) the
amount of cash and the amount and kind of Securities to be
withdrawn, if any, from the Margin Account; (h) the amount of cash
and/or the amount and kind of Securities, if any, to be withdrawn
from the Segregated Security Account; and (i) the name of the
broker through which the Fund is effecting such closing-out. The
Custodian shall, upon receipt of the net total amount payable to
the Fund upon such closing-out and the return and/or cancellation
of the receipts, if any, issued by the custodian with respect to
the short sale being closed-out, pay out of the moneys held for
the account of the Fund to the broker the net total amount payable
to the broker, and make the withdrawals from the Margin Account
and the Segregated Security Account, as the same are specified in
the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held by
the Custodian hereunder, the Fund shall deliver to the Custodian a
Certificate or in the event such Reverse Repurchase Agreement is a
Money Market Security, a Certificate, Oral Instructions or Written
Instructions specifying: (a) the total amount payable to the Fund
in connection with such Reverse Repurchase Agreement; (b) the
broker or dealer through or with which the Reverse Repurchase
Agreement is entered; (c) the amount and kind of Securities to be
delivered by the Fund to such broker or dealer; (d) the date of
such Reverse Repurchase Agreement; and (e) the amount of cash
and/or the amount and kind of Securities, if any, to be deposited
in a Segregated Security Account in connection with such Reverse
Repurchase Agreement. The Custodian shall, upon receipt of the
total amount payable to the Fund specified in the Certificate,
Oral Instructions or Written Instructions make the delivery to the
broker or dealer, and the deposits, if any, to the Segregated
Security Account, specified in such Certificate, Oral Instructions
or Written Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund shall
promptly deliver a Certificate or, in the event such Reverse
Repurchase Agreement is a Money Market Security, a Certificate,
Oral Instructions or Written Instructions to the Custodian
specifying: (a) the Reverse Repurchase Agreement being
terminated; (b) the total amount payable by the Fund in connection
with such termination; (c) the amount and kind of Securities to be
received by the Fund in connection with such termination; (d) the
date of termination; (e) the name of the broker or dealer with or
through which the Reverse Repurchase Agreement is to be
terminated; and (f) the amount of cash and/or the amount and kind
of Securities to be withdrawn from the Segregated Security
Account. The Custodian shall, upon receipt of the amount and kind
of Securities to be received by the Fund specified in the
Certificate, Oral Instructions or Written Instructions, make the
payment to the broker or dealer, and the withdrawals, if any, from
the Segregated Security Account, specified in such Certificate,
Oral Instructions or Written Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account as
specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount and
kind of Securities to be deposited in, or withdrawn from, the
Segregated Security Account. In the event that the Fund fails to
specify in a Certificate the name of the issuer, the title and the
number of shares or the principal amount of any particular
Securities to be deposited by the Custodian into, or withdrawn
from, a Segregated Securities Account, the Custodian shall be
under no obligation to make any such deposit or withdrawal and
shall so notify the Fund.
2. The Custodian shall make deliveries or payments from
a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its lien
and realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter or
similar document or any receipt issued hereunder by the Custodian.
In the event the Custodian should realize on any such property net
proceeds which are less than the Custodian's obligations under any
Put Option guarantee letter or similar document or any receipt,
such deficiency shall be a debt owed the Custodian by the Fund
within the scope of Article XIII herein.
5. On each business day, the Custodian shall furnish
the Fund with a statement with respect to each Margin Account in
which money or Securities are held specifying as of the close of
business on the previous business day: (a) the name of the Margin
Account; (b) the amount and kind of Securities held therein; and
(c) the amount of money held therein. The Custodian shall make
available upon request to any broker, dealer or futures commission
merchant specified in the name of a Margin Account a copy of the
statement furnished the Fund with respect to such Margin Account.
6. Promptly after the close of business on each
business day in which cash and/or Securities are maintained in a
Collateral Account, the Custodian shall furnish the Fund with a
Statement with respect to such Collateral Account specifying the
amount of cash and/or the amount and kind of Securities held
therein. No later than the close of business next succeeding the
delivery to the Fund of such statement, the Fund shall furnish to
the Custodian a Certificate or Written Instructions specifying the
then market value of the securities described in such statement.
In the event such then market value is indicated to be less than
the Custodian's obligation with respect to any outstanding Put
Option, guarantee letter or similar document, the Fund shall
promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to eliminate
such deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of
the resolution of the Directors, certified by the Secretary or any
Assistant Secretary, either (i) setting forth the date of the
declaration of a dividend or distribution, the date of payment
thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the
shareholders of record as of that date and the total amount
payable to the Dividend Agent of the Fund on the payment date, or
(ii) authorizing the declaration of dividends and distributions on
a daily basis and authorizing the Custodian to rely on Oral
Instructions, Written Instructions or a Certificate setting forth
the date of the declaration of such dividend or distribution, the
date of payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the total
amount payable to the Dividend Agent on the payment date.
2. Upon the payment date specified in such resolution,
Oral Instructions, Written Instructions or Certificate, as the
case may be, the Custodian shall pay out of the moneys held for
the account of the Fund the total amount payable to the Dividend
Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF COMMON STOCK
1. Whenever the Fund shall sell any of its Shares, it
shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price;
and
(b) The amount of money to be received by the Custodian
for the sale of such Shares.
2. Upon receipt of such money from the Transfer Agent,
the Custodian shall credit such money to the account of the Fund.
3. Upon issuance of any of the Fund's Shares in
accordance with the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account of the
Fund, all original issue or other taxes required to be paid by the
Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any of its Shares, it shall furnish to the
Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of Shares received by the Transfer Agent
for redemption and that such Shares are valid and in good form for
redemption, the Custodian shall make payment to the Transfer Agent
out of the moneys held for the account of the Fund of the total
amount specified in the Certificate issued pursuant to the
foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of the Fund's Shares, whenever its Shares are
redeemed pursuant to any check redemption privilege which may from
time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part of
such check redemption privilege out of the money held in the
account of the Fund for such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of the Fund which results in an overdraft
because the moneys held by the Custodian for the account of the
Fund shall be insufficient to pay the total amount payable upon a
purchase of Securities as set forth in a Certificate or Oral
Instructions issued pursuant to Article IV, or which results in an
overdraft for some other reason, or if the Fund is for any other
reason indebted to the Custodian (except a borrowing for
investment or for temporary or emergency purposes using Securities
as collateral pursuant to a separate agreement and subject to the
provisions of paragraph 2 of this Article XIII), such overdraft or
indebtedness shall be deemed to be a loan made by the Custodian to
the Fund payable on demand and shall bear interest from the date
incurred at a rate per annum (based on a 360-day year for the
actual number of days involved) equal to the Federal Funds Rate
plus 1/2%, such rate to be adjusted on the effective date of any
change in such Federal Funds Rate but in no event to be less than
6% per annum, except that any overdraft resulting from an error by
the Custodian shall bear no interest. Any such overdraft or
indebtedness shall be reduced by an amount equal to the total of
all amounts due the Fund which have not been collected by the
Custodian on behalf of the Fund when due because of the failure of
the Custodian to make timely demand or presentment for payment.
In addition, the Fund hereby agrees that the Custodian shall have
a continuing lien and security interest in and to any property at
any time held by it for the benefit of the Fund or in which the
Fund may have an interest which is then in the Custodian's
possession or control or in possession or control of any third
party acting in the Custodian's behalf. The Fund authorizes the
Custodian, in its sole discretion, at any time to charge any such
overdraft or indebtedness together with interest due thereon
against any balance of account standing to the Fund's credit on
the Custodian's books. For purposes of this Section 1 of Article
XIII, "overdraft" shall mean a negative Available Balance.
2. The Fund will cause to be delivered to the Custodian
by any bank (including, if the borrowing is pursuant to a separate
agreement, the Custodian) from which it borrows money for
investment or for temporary or emergency purposes using Securities
as collateral for such borrowings, a notice or undertaking in the
form currently employed by any such bank setting forth the amount
which such bank will loan to the Fund against delivery of a stated
amount of collateral. The Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each such
borrowing: (a) the name of the bank; (b) the amount and terms of
the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the Fund,
or other loan agreement; (c) the time and date, if known, on which
the loan is to be entered into; (d) the date on which the loan
becomes due and payable; (e) the total amount payable to the Fund
on the borrowing date; (f) the market value of Securities to be
delivered as collateral for such loan, including the name of the
issuer, the title and the number of shares or the principal amount
of any particular Securities; and (g) a statement specifying
whether such loan is for investment purposes or for temporary or
emergency purposes and that such loan is in conformance with the
Investment Company Act of 1940 and the Fund's prospectus. The
Custodian shall deliver on the borrowing date specified in a
Certificate the specified collateral and the executed promissory
note, if any, against delivery by the lending bank of the total
amount of the loan payable, provided that the same conforms to the
total amount payable as set forth in the Certificate. The
Custodian may, at the option of the lending bank, keep such
collateral in its possession, but such collateral shall be subject
to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver
such Securities as additional collateral as may be specified in a
Certificate to collateralize further any transaction described in
this paragraph. The Fund shall cause all Securities released from
collateral status to be returned directly to the Custodian, and
the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the
Custodian, the Custodian shall not be under any obligation to
deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
Articles of Incorporation and as disclosed in its most recent and
currently effective prospectus to lend its portfolio Securities,
within 24 hours after each loan of portfolio Securities the Fund
shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan: (a) the
name of the issuer and the title of the Securities; (b) the number
of shares or the principal amount loaned; (c) the date of loan and
delivery; (d) the total amount to be delivered to the Custodian
against the loan of the Securities, including the amount of cash
collateral and the premium, if any, separately identified; and (e)
the name of the broker, dealer or financial institution to which
the loan was made. The Custodian shall deliver the Securities
thus designated to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount
designated as to be delivered against the loan of Securities. The
Custodian may accept payment in connection with a delivery
otherwise than through the Book-Entry System or Depository only in
the form of a certified or bank cashier's check payable to the
order of the Fund or the Custodian drawn on New York Clearing
House funds and may deliver Securities in accordance with the
customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be returned;
(b) the number of shares or the principal amount to be returned;
(c) the date of termination; (d) the total amount to be delivered
by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said
Certificate); and (e) the name of the broker, dealer or financial
institution from which the Securities will be returned. The
Custodian shall receive all Securities returned from the broker,
dealer, or financial institution to which such Securities were
loaned and upon receipt thereof shall pay, out of the moneys held
for the account of the Fund, the total amount payable upon such
return of Securities as set forth in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omission to
act or otherwise, either hereunder or under any Margin Account
Agreement, except for any such loss or damage arising out of its
own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder or under any Margin
Account Agreement, apply for and obtain the advice and opinion of
counsel to the Fund or of its own counsel, at the expense of the
Fund, and shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to the Fund for any loss
or damage resulting from the use of the Book-Entry System or any
Depository arising by reason of any negligence, misfeasance or
willful misconduct on the part of the Custodian or any of its
employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of the
purchase, sale or writing thereof, or the propriety of the amount
paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the Fund's
Shares, or the propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the Custodian
be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan of
portfolio Securities of the Fund is adequate collateral for the
Fund against any loss it might sustain as a result of such loan.
The Custodian specifically, but not by way of limitation, shall
not be under any duty or obligation periodically to check or
notify the Fund that the amount of such cash collateral held by it
for the Fund is sufficient collateral for the Fund, but such duty
or obligation shall be the sole responsibility of the Fund. In
addition, the Custodian shall be under no duty or obligation to
see that any broker, dealer or financial institution to which
portfolio Securities of the Fund are lent pursuant to Article XIV
of this Agreement makes payment to it of any dividends or interest
which are payable to or for the account of the Fund during the
period of such loan or at the termination of such loan, provided,
however, that the Custodian shall promptly notify the Fund in the
event that such dividends or interest are not paid and received
when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated Security
Account or Collateral Account in connection with transactions by
the Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer, futures commission
merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may be
entitled to receive from such broker, dealer, futures commission
merchant or Clearing Member, to see that any payment received by
the Custodian from any broker, dealer, futures commission merchant
or Clearing Member is the amount the Fund is entitled to receive,
or to notify the Fund of the Custodian's receipt or non-receipt of
any such payment; provided however that the Custodian, upon the
Fund's written request, shall, as Custodian, demand from any
broker, dealer, futures commission merchant or Clearing Member
identified by the Fund the payment of any variation margin payment
or similar payment that the Fund asserts it is entitled to receive
pursuant to the terms of a Margin Account Agreement or otherwise
from such broker, dealer, futures commission merchant or Clearing
Member.
3. The Custodian shall not be liable for, or considered
to be the Custodian of, any money, whether or not represented by
any check, draft or other instrument for the payment of money,
received by it on behalf of the Fund until the Custodian actually
receives and collects such money directly or by the final
crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and shall
not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in the
Depository which may mature or be redeemed, retired, called or
otherwise become payable. However, upon receipt of a Certificate
from the Fund of an overdue amount on Securities held in the
Depository, the Custodian shall make a claim against the
Depository on behalf of the Fund, except that the Custodian shall
not be under any obligation to appear in, prosecute or defend any
action, suit or proceeding in respect to any Securities held by
the Depository which in its opinion may involve it in expense or
liability, unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent of
the Fund of any amount paid by the Custodian to the Transfer Agent
of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation, unless
and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any
such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian or
Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in a Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the Fund's
Board of Directors adopted in accordance with Rule 17f-5 under the
Investment Company Act of 1940, as amended.
8. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such as
properly may be held by the Fund under the provisions of its
Articles of Incorporation.
9. (a) The Custodian shall be entitled to receive and
the Fund agrees to pay to the Custodian all reasonable
out-of-pocket expenses and such compensation and fees as are
specified on Schedule A hereto. The Custodian shall not deem
amounts payable in respect of foreign custodial services to be
out-of-pocket expenses, it being the parties' intention that all
fees for such services shall be as set forth on Schedule B hereto
and shall be provided for the term of this Agreement without any
automatic or unilateral increase. The Custodian shall have the
right to unilaterally increase the figures on Schedule A on or
after March 1, 1991 and on or after each succeeding March 1
thereafter by an amount equal to 50% of the increase in the
Consumer Price Index for the calendar year ending on the December
31 immediately preceding the calendar year in which such March 1
occurs, provided, however, that during each such annual period
commencing on a March 1, the aggregate increase during such period
shall not be in excess of 10%. Any increase by the Custodian
shall be specified in a written notice delivered to the Fund at
least thirty days prior to the effective date of the increase.
The Custodian may charge such compensation and any expenses
incurred by the Custodian in the performance of its duties
pursuant to such agreement against any money held by it for the
account of the Fund. The Custodian shall also be entitled to
charge against any money held by it for the account of the Fund
the amount of any loss, damage, liability or expense, including
counsel fees, for which it shall be entitled to reimbursement
under the provisions of this Agreement. The expenses which the
Custodian may charge against the account of the Fund include, but
are not limited to, the expenses of Sub-Custodians and foreign
branches of the Custodian incurred in settling outside of New York
City transactions involving the purchase and sale of Securities of
the Fund.
(b) The Fund shall receive a credit for each
calendar month against such compensation and fees of the Custodian
as may be payable by the Fund with respect to such calendar month
in an amount equal to the aggregate of its Earnings Credit for
such calendar month. In no event may any Earnings Credits be
carried forward to any fiscal year other than the fiscal year in
which it was earned, or, unless permitted by applicable law,
transferred to, or utilized by, any other person or entity,
provided that any such transferred Earnings Credit can be used
only to offset compensation and fees of the Custodian for services
rendered to such transferee and cannot be used to pay the
Custodian's out-of-pocket expenses. For purposes of this
subsection (b), the Fund is permitted to transfer Earnings Credits
only to The Dreyfus Corporation, its affiliates and/or any
investment company now or in the future sponsored by The Dreyfus
Corporation or any of its affiliates or for which The Dreyfus
Corporation or any of its affiliates acts as the sole investment
adviser or as the principal distributor, and Daiwa Money Fund Inc.
For purposes of this sub-section (b), a fiscal year shall mean the
twelve-month period commencing on the effective date of this
Agreement and on each anniversary thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by the
Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or XI hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written Instructions
in such manner so that such Certificate or facsimile thereof is
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business of the same day that such Oral
Instructions or Written Instructions are given to the Custodian.
The Fund agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the
validity of the transactions or enforceability of the transactions
hereby authorized by the Fund. The Fund agrees that the Custodian
shall incur no liability to the Fund in acting upon Oral
Instructions given to the Custodian hereunder concerning such
transactions, provided such instructions reasonably appear to have
been received from an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund which
are in the possession of the Custodian shall be the property of
the Fund. Such books and records shall be prepared and maintained
as required by the Investment Company Act of 1940, as amended, and
other applicable securities laws and rules and regulations. The
Fund, or the Fund's authorized representatives, shall have access
to such books and records during the Custodian's normal business
hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by the Custodian to the
Fund or the Fund's authorized representative at the Fund's
expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository, or
O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time to
time.
14. The Fund agrees to indemnify the Custodian against
and save the Custodian harmless from all liability, claims, losses
and demands whatsoever, including attorney's fees, howsoever
arising or incurred because of or in connection with the
Custodian's payment or non-payment of checks pursuant to paragraph
6 of Article XII as part of any check redemption privilege program
of the Fund, except for any such liability, claim, loss and demand
arising out of the Custodian's own negligence or willful
misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for payments
to be made and received by the Custodian in accordance with the
customs prevailing from time to time among brokers or dealers in
such Securities.
16. The Custodian shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (c)
and (d) herein, neither party may terminate this Agreement until
the earlier of the following: (i) August 31, 1993, and (ii) the
third anniversary of the earliest date on which none of the
companies listed on Schedule C hereto is a transfer agency
customer of the Custodian. Any such termination may be effected
only by the terminating party giving to the other party a notice
in writing specifying the date of such termination, which shall be
not less than two hundred seventy (270) days after the date of
giving of such notice.
(b) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its obligations
under this Agreement and such breach has remained uncured for a
period of thirty days after the Custodian's receipt from the Fund
of written notice specifying such breach.
(c) Either party, immediately upon written notice
to the other party, may terminate this Agreement upon the Merger
or Bankruptcy of the other party.
(d) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its obligations
under the "Amendment to Transfer Agency Agreements" dated August
18, 1989 and has not cured such breach as promptly as practicable
and in any event within seven days of its receipt of written
notice of such breach, provided that the Custodian shall not be
permitted to cure any such material breach arising from the
willful misconduct of the Custodian.
In the event notice of termination is given by the Fund,
it shall be accompanied by a copy of a resolution of the Directors
of the Fund, certified by the Secretary or any Assistant
Secretary, electing to terminate this Agreement and designating a
successor custodian or custodians, each of which shall be a bank
or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. In the event notice of
termination is given by the Custodian, the Fund shall, on or
before the termination date, deliver to the Custodian a copy of a
resolution of its Directors, certified by the Secretary or any
Assistant Secretary, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the
Custodian may designate a successor custodian which shall be a
bank or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. Upon the date set forth
in such notice, this Agreement shall terminate and the Custodian
shall, upon receipt of a notice of acceptance by the successor
custodian, on that date deliver directly to the successor
custodian all Securities and moneys then owned by the Fund and
held by it as Custodian, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall
then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding paragraph,
the Fund shall, upon the date specified in the notice of
termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own custodian,
and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book-Entry System, in any
Depository or by a Clearing Member which cannot be delivered to
the Fund, to hold such Securities hereunder in accordance with
this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate signed
by two of the present Officers of the Fund under its seal, setting
forth the names and the signatures of the present Authorized
Persons. The Fund agrees to furnish to the Custodian a new
Certificate in similar form in the event that any such present
Authorized Person ceases to be an Authorized Person or in the
event that other or additional Authorized Persons are elected or
appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the provisions
of this Agreement upon Oral Instructions or signatures of the
present Authorized Persons as set forth in the last delivered
Certificate.
2. Annexed hereto as Appendix B is a Certificate
signed by two of the present Officers of the Fund under its seal,
setting forth the names and the signatures of the present Officers
of the Fund. The Fund agrees to furnish to the Custodian a new
Certificate in similar form in the event any such present Officer
ceases to be an Officer of the Fund, or in the event that other or
additional Officers are elected or appointed. Until such new
Certificate shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement upon
the signatures of the Officers as set forth in the last delivered
Certificate.
3. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at 90
Washington Street, New, York, New York 10015, or at such other
place as the Custodian may from time to time designate in writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the Fund,
shall be sufficiently given if addressed to the Fund and mailed or
delivered to it at its office at 666 Old Country Road, Garden
City, New York 11530, or at such other place as the Fund may from
time to time designate in writing.
5. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties with
the same formality as this Agreement and approved by a resolution
of the Directors of the Fund.
6. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of the
Fund, authorized or approved by a resolution of its Directors.
7. This Agreement shall be construed in accordance with
the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but
such counterparts shall, together, constitute only one instrument.
9. This Agreement shall not be effective on the date
hereof and instead shall become effective on January 1, 1990.
When effective, this Agreement shall supercede the then-existing
Custody Agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers, thereunto
duly authorized, and their respective corporate seals to be
hereunto affixed, as of the day and year first above written.
Dreyfus Liquid Assets, Inc.
By: /s/ John Pyburn
John Pyburn, Treasurer
Attest:
THE BANK OF NEW YORK
By:
Attest:
Appendix A
DREYFUS LIQUID ASSETS, INC.
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund officers, Paul Casti, Jr. Alan Eisner
Frank Greene, John Bale, Jeffrey Nachman Lawrence Greene
Jack Pierce and Mary Kate John Pyburn Julian Smerling
Schoenberger Joseph DiMartino Thomas Durante
Robert Dubuss James Windels
Joseph Connolly Paul Molloy
Gregory Gruber
Cash Account
1. Fees payable to The Bank of New York pursuant to written
agreement with the Fund for services rendered in its capacity
as Custodian or agent of the Fund, or to The Shareholder
Services Group, Inc. in its capacity as Transfer Agent or
agent of the Fund:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either
Group I or Group II, or both such Groups, except
that an officer of the Fund who also is listed in
Group II shall sign only once.
3. Other expenses of the Fund, over $5,000 but not over $25,000:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or
Group II, including any one of the following: Paul
Casti, Jr., James Windels, Jeffrey Nachman, John
Pyburn or Alan Eisner, except that no individual
shall be authorized to sign more than once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Joseph DiMartino, Robert
Dubuss, Alan Eisner, Lawrence Greene, Julian Smerling,
Paul Casti, Jr., John DeLise, Michael McCarthy, Jack
Pierce, Mary Kate Schoenberger, Thomas Durante and
Claudia Delgado.
DREYFUS LIQUID ASSETS, INC.
AMENDED AND RESTATED CUSTODY AGREEMENT
APPENDIX B
The undersigned Officers of the Fund do hereby certify
that the following individuals, whose specimen signatures are on
file with The Bank of New York, have been duly elected or
appointed by the Fund's Board to the position set forth opposite
their names and have qualified therefor:
Name Position
Joseph S. DiMartino President and Investment Officer
Howard Stein Investment Officer
Ina G. Goodman Vice President and
Investment Officer
John J. Pyburn Treasurer
Daniel C. Maclean Secretary
Jeffrey N. Nachman Controller
Mark N. Jacobs Vice President
Steven F. Newman Assistant Secretary
Christine Pavalos Assistant Secretary
Patricia A. Cuddy Investment Officer
Ina G. Goodman Investment Officer
Barbara L. Kenworthy Investment Officer
Title: Vice President Title: Treasurer
AMENDED AND RESTATED CUSTODY AGREEMENT
APPENDIX C
The following are designated publications for purposes
of paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
Schedule A
The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.
DREYFUS LIQUID ASSETS, INC.
Domestic Custody Fees
Basic Fee: 1/200th of 1% per annum of the total market value
of domestic securities held.
Custodial Transactions:
$13.00 for each receipt and delivery of securities
(excluding Euro Dollar CDs).
$40.00 for any receipt, delivery or redemption of a Euro
Dollar CD for which BNY's London branch is utilized for
settlement and safekeeping.
$200.00 for the collection of interest on securities
held in "street name."
[LETTERHEAD OF THE BANK OF NEW YORK]
21 West Street
New York, New York 10286
August 10, 1989
Mr. Kevin Flood
Senior Vice President
The Dreyfus Corporation
222 Broadway, 7th Floor
New York, NY
Re: Global Custodian Fees
Dear Kevin:
This letter is to confirm our discussion regarding our Global
Custody fee schedule. The fees will be calculated on a
relationship basis with no annual minimum.
- Safekeeping/Income Collection/Capital Changes/Tax
Reclamation/Daily Reporting/Monthly Summary
16 basis points per annum on the market value of
securities held for all of your funds in our sub-
custodian network, up to $250 MM.
15 basis points on the next $250 MM.
14 basis points on the next $250 MM.
12 basis points on the excess.
- Securities Settlements
$35 per transaction - includes our processing and the
sub-custodians.
- Out-of-Pocket Expense
Telex, swift, telephone, securities registration, etc.,
are in addition to the above.
- We can provide centralized foreign exchange services.
Mr. Kevin Flood
August 10, 1989
Page 2
The above fee schedule is applicable to the 22 countries
listed on Attachment I. Please note that expansion into other
more emerging markets/countries is possible, but would be covered
under a separate agreement.
If you are in agreement with this fee schedule, please sign
and return the enclosed copy of this letter.
Sincerely,
Masao Yamaguchi
Approved by: ___________________
Kevin Flood
Date: _________________
MY:to
cc: The Bank of New York Dreyfus
F. Ricciardi J. Nachman
THE BANK OF NEW YORK
GLOBAL NETWORK PROGRAM
Supported by Citibank, N.A.
Attachment I
1. AUSTRALIA 12. JAPAN 2. AUSTRIA 13. LUXEMBOURG 3. BELGIUM 14.
MALAYSIA 4. CANADA 15. NETHERLANDS 5. DENMARK 16. NEW ZEALAND 6.
FINLAND 17. NORWAY 7. FRANCE 18. SINGAPORE 8. GERMANY 19. SPAIN 9.
HONG KONG 20. SWEDEN 10. IRELAND 21. SWITZERLAND 11. ITALY 22.
UNITED KINGDOM
DREYFUS LIQUID ASSETS, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
Dreyfus Service Corporation ("DSC") for certain allocated
expenses of providing personal services and/or maintaining
shareholder accounts to (a) shareholders of each series of the
Fund or class of Fund shares set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time, or (b) if no
series or classes are set forth on such Exhibit, shareholders of
the Fund. The Plan is not to be adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Act"),
and the fee under the Plan is intended to be a "service fee" as
defined in Article III, Section 26 (a "Service Fee"), of the NASD
Rules of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall reimburse DSC an amount not to
exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for its allocated expenses of providing
personal services to shareholders and/or maintaining shareholder
accounts; provided that, at no time, shall the amount paid to DSC
under this Plan, together with amounts otherwise paid by the
Fund, or each series or class identified on Exhibit A, as a
Service Fee under the NASD Rules, exceed the maximum amount then
payable under the NASD Rules as a Service Fee. The amount of
such reimbursement shall be based on an expense allocation
methodology prepared by DSC annually and approved by the Fund's
Board or on any other basis from time to time deemed reasonable
by the Fund's Board.
2. For the purposes of determining the fees payable
under this Plan, the value of the net assets of the Fund or the
net assets attributable to each series or class of Fund shares
identified on Exhibit A, shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
3. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a majority
of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on
the approval of this Plan.
5. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
7. This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan.
Dated: August 26, 1993
As Revised: November 3, 1994
EXHIBIT A
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated January 27, 1995, in this Registration Statement (Form N-1A 2-49073)
of Dreyfus Liquid Assets, Inc.
ERNST & YOUNG LLP
New York, New York
February 21, 1995
Other Exhibit
DREYFUS LIQUID ASSETS, INC.
Assistant Secretary's Certificate
The undersigned, Eric Fischman, Assistant Secretary of Dreyfus Short-
Term Income Fund, Inc. (the "Fund") hereby certifies that set forth below
is a copy of the resolution adopted by the Fund's Board of Directors by
Written Consent dated August 25, 1994.
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto, may be signed by any one of
Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John Pelletier as
the attorney-in-fact for the proper officers of the Fund, with full power
of substitution and resubstitution; and that the appointment of each of
such persons as such attorney-in-fact hereby is authorized and approved;
and that such attorneys-in-fact, and each of them, shall have full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection with such Registration Statement and
any and all amendments and supplements thereto, as fully to all intents
and purposes as the officer, for whom he is acting as attorney-in-fact,
might or could do in person.
IN WITNESS THEREOF, I have hereunto signed my name and affixed the
seal of the Fund on February 24, 1995.
Eric Fischman
Assistant Secretary
(SEAL)
Other Exhibit
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, his or her true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to the
Registration Statement of Dreyfus Liquid Assets, Inc. (including post-
effective amendments and amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
August 25, 1994
___________________________________
Director Date
/s/Lucy Wilson Benson /s/Whitney I. Gerard
___________________________ ___________________________________
Lucy Wilson Benson Whitney I. Gerard
/s/David W. Burke /s/Arthur A. Hartmen
___________________________ ___________________________________
David W. Burke Arthur A. Hartman
/s/Martin D. Fife /s/George L. Perry
___________________________ ___________________________________
Martin D. Fife George L. Perry
/s/Paul D. Wolfowitz
___________________________
Paul D. Wolfowitz
Other Exhibit
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, his or her true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to the
Registration Statement of Dreyfus Liquid Assets, Inc. (including post-
effective amendments and amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
February 24, 1995
/s/ Joseph S. DiMartino
_________________________________
Joseph S. DiMartino
Other Exhibit
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with
full power to act without the other, his or her true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to the
Registration Statement of Dreyfus Liquid Assets, Inc. (including post-
effective amendments and amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
September 26, 1994
/s/ Marie E. Connolly
_________________________________
Marie E. Connolly
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<ACCUMULATED-NII-PRIOR> 0
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