<PAGE> PAGE 1
000 B000000 01/31/2000
000 C000000 0000740766
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 U
001 A000000 DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
001 B000000 811-3964
001 C000000 2129226854
002 A000000 200 PARK AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10166
002 D020000 0144
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 2
007 C010100 1
007 C020100 DREYFUS GOVERNMENT CASH MANAGEMENT
007 C030100 N
007 C010200 2
007 C020200 DREYFUS GOVERNMENT PRIME CASH MANAGEMENT
007 C030200 N
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 175
019 C00AA00 DREYFUSFAM
022 A000001 BARCLAYS DE ZOETE WEDD SECURITIES, INC.
022 B000001 13-3551367
022 C000001 75066096
022 D000001 99849
022 A000002 UBS AG
022 B000002 13-2932996
022 C000002 25342451
022 D000002 0
022 A000003 ABN AMRO SECURITIES (USA) INC.
022 B000003 13-5674085
<PAGE> PAGE 2
022 C000003 18414850
022 D000003 0
022 A000004 J.P. MORGAN SECURITIES INC.
022 B000004 13-3224016
022 C000004 11622072
022 D000004 0
022 A000005 CS FIRST BOSTON CORPORATION
022 B000005 13-5659485
022 C000005 8802444
022 D000005 54959
022 A000006 CIBC OPPENHEIMER
022 B000006 13-5942430
022 C000006 8319764
022 D000006 0
022 A000007 GOLDMAN, SACHS & CO.
022 B000007 13-5108880
022 C000007 8319764
022 D000007 0
022 A000008 DONALDSON, LUFKIN & JENRETTE SECURITIES CORP.
022 B000008 13-2741729
022 C000008 7623126
022 D000008 14980
022 A000009 MORGAN STANLEY DEAN WITTER & CO.
022 B000009 13-2655998
022 C000009 7429165
022 D000009 0
022 A000010 BEAR, STEARNS & CO. INC.
022 B000010 13-3299429
022 C000010 7129000
022 D000010 0
023 C000000 184378162
023 D000000 179318
026 A000000 Y
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 Y
027 000000 Y
049 00AA00 N
050 00AA00 N
051 00AA00 N
052 00AA00 N
053 A00AA00 Y
053 B00AA00 Y
055 A00AA00 Y
055 B00AA00 N
057 00AA00 N
<PAGE> PAGE 3
077 A000000 Y
077 B000000 Y
077 Q010000 Y
080 A00AA00 VIGILANT INSURANCE COMPANY
080 B00AA00 NATIONAL UNION FIRE INSURANCE COMPANY
080 C00AA00 125000
081 A00AA00 Y
081 B00AA00 186
082 A00AA00 Y
082 B00AA00 0
083 A00AA00 N
083 B00AA00 0
084 A00AA00 N
084 B00AA00 0
085 A00AA00 Y
085 B00AA00 N
024 000100 Y
025 A000101 BARCLAYS DE ZOETE WEDD SECURITIES, INC.
025 B000101 13-3551367
025 C000101 D
025 D000101 299000
025 A000102 CS FIRST BOSTON CORPORATION
025 B000102 13-5659485
025 C000102 D
025 D000102 255000
025 A000103 ABN AMRO SECURITIES (USA) INC.
025 B000103 13-3227945
025 C000103 D
025 D000103 132000
025 A000104 BEAR, STEARNS & CO. INC.
025 B000104 13-3299429
025 C000104 D
025 D000104 55000
025 A000105 DONALDSON. LUFKIN & JENRETTE SECURITIES CORP.
025 B000105 13-2741729
025 C000105 D
025 D000105 55000
025 A000106 MORGAN STANLEY DEAN WITTER & CO.
025 B000106 13-2655998
025 C000106 D
025 D000106 55000
025 A000107 J.P. MORGAN SECURITIES INC.
025 B000107 13-3224016
025 C000107 D
025 D000107 44000
025 D000108 0
028 A010100 4491215
028 A020100 10278
028 A030100 0
028 A040100 4527829
028 B010100 4249519
<PAGE> PAGE 4
028 B020100 10009
028 B030100 0
028 B040100 4366416
028 C010100 3214206
028 C020100 10397
028 C030100 0
028 C040100 3287901
028 D010100 3959410
028 D020100 9141
028 D030100 0
028 D040100 3972295
028 E010100 4476782
028 E020100 9315
028 E030100 0
028 E040100 4364903
028 F010100 3022085
028 F020100 9077
028 F030100 0
028 F040100 3212829
028 G010100 23413217
028 G020100 58217
028 G030100 0
028 G040100 23732173
028 H000100 0
042 A000100 28
042 B000100 0
042 C000100 72
042 D000100 0
042 E000100 0
042 F000100 0
042 G000100 0
042 H000100 0
043 000100 2161
044 000100 0
062 A000100 Y
062 B000100 0.0
062 C000100 81.6
062 D000100 21.6
062 E000100 0.0
062 F000100 0.0
062 G000100 0.0
062 H000100 0.0
062 I000100 0.0
062 J000100 0.0
062 K000100 0.0
062 L000100 0.0
062 M000100 0.0
062 N000100 0.0
062 O000100 0.0
062 P000100 0.0
062 Q000100 0.0
<PAGE> PAGE 5
062 R000100 0.0
063 A000100 68
063 B000100 0.0
064 A000100 Y
064 B000100 N
070 A010100 Y
070 A020100 Y
070 B010100 N
070 B020100 N
070 C010100 N
070 C020100 N
070 D010100 N
070 D020100 N
070 E010100 N
070 E020100 N
070 F010100 N
070 F020100 N
070 G010100 N
070 G020100 N
070 H010100 N
070 H020100 N
070 I010100 N
070 I020100 N
070 J010100 N
070 J020100 N
070 K010100 N
070 K020100 N
070 L010100 N
070 L020100 N
070 M010100 N
070 M020100 N
070 N010100 N
070 N020100 N
070 O010100 Y
070 O020100 N
070 P010100 Y
070 P020100 N
070 Q010100 N
070 Q020100 N
070 R010100 N
070 R020100 N
071 A000100 0
071 B000100 0
071 C000100 0
071 D000100 0
072 A000100 12
072 B000100 238603
072 C000100 0
072 D000100 0
072 E000100 0
072 F000100 9404
<PAGE> PAGE 6
072 G000100 0
072 H000100 0
072 I000100 0
072 J000100 0
072 K000100 0
072 L000100 0
072 M000100 0
072 N000100 0
072 O000100 0
072 P000100 0
072 Q000100 0
072 R000100 0
072 S000100 0
072 T000100 2161
072 U000100 0
072 V000100 0
072 W000100 0
072 X000100 11565
072 Y000100 0
072 Z000100 227038
072AA000100 5
072BB000100 0
072CC010100 0
072CC020100 0
072DD010100 188744
072DD020100 38294
072EE000100 0
073 A010100 0.0000
073 A020100 0.0000
073 B000100 0.0000
073 C000100 0.0000
074 A000100 895000
074 B000100 3375519
074 C000100 0
074 D000100 0
074 E000100 0
074 F000100 0
074 G000100 0
074 H000100 0
074 I000100 0
074 J000100 0
074 K000100 0
074 L000100 28026
074 M000100 0
074 N000100 4298545
074 O000100 149897
074 P000100 790
074 Q000100 0
074 R010100 0
074 R020100 0
074 R030100 0
<PAGE> PAGE 7
074 R040100 8673
074 S000100 0
074 T000100 4139185
074 U010100 3573880
074 U020100 565997
074 V010100 1.00
074 V020100 0.00
074 W000100 0.9989
074 X000100 615
074 Y000100 0
075 A000100 3867831
075 B000100 0
076 000100 0.00
024 000200 N
025 D000201 0
025 D000202 0
025 D000203 0
025 D000204 0
025 D000205 0
025 D000206 0
025 D000207 0
025 D000208 0
028 A010200 122637
028 A020200 2079
028 A030200 0
028 A040200 92854
028 B010200 164590
028 B020200 2207
028 B030200 0
028 B040200 114517
028 C010200 104191
028 C020200 2326
028 C030200 0
028 C040200 115546
028 D010200 157270
028 D020200 2548
028 D030200 0
028 D040200 109113
028 E010200 201275
028 E020200 2827
028 E030200 0
028 E040200 136555
028 F010200 141658
028 F020200 2827
028 F030200 0
028 F040200 213956
028 G010200 891621
028 G020200 14814
028 G030200 0
028 G040200 782541
028 H000200 0
<PAGE> PAGE 8
042 A000200 0
042 B000200 0
042 C000200 100
042 D000200 0
042 E000200 0
042 F000200 0
042 G000200 0
042 H000200 0
043 000200 821
044 000200 0
062 A000200 Y
062 B000200 0.0
062 C000200 101.1
062 D000200 0.0
062 E000200 0.0
062 F000200 0.0
062 G000200 0.0
062 H000200 0.0
062 I000200 0.0
062 J000200 0.0
062 K000200 0.0
062 L000200 0.0
062 M000200 0.0
062 N000200 0.0
062 O000200 0.0
062 P000200 0.0
062 Q000200 0.0
062 R000200 0.0
063 A000200 76
063 B000200 0.0
064 A000200 N
064 B000200 N
070 A010200 Y
070 A020200 N
070 B010200 N
070 B020200 N
070 C010200 N
070 C020200 N
070 D010200 N
070 D020200 N
070 E010200 N
070 E020200 N
070 F010200 N
070 F020200 N
070 G010200 N
070 G020200 N
070 H010200 N
070 H020200 N
070 I010200 N
070 I020200 N
070 J010200 N
<PAGE> PAGE 9
070 J020200 N
070 K010200 N
070 K020200 N
070 L010200 N
070 L020200 N
070 M010200 N
070 M020200 N
070 N010200 N
070 N020200 N
070 O010200 Y
070 O020200 N
070 P010200 Y
070 P020200 N
070 Q010200 N
070 Q020200 N
070 R010200 N
070 R020200 N
071 A000200 0
071 B000200 0
071 C000200 0
071 D000200 0
072 A000200 12
072 B000200 26626
072 C000200 0
072 D000200 0
072 E000200 0
072 F000200 1029
072 G000200 0
072 H000200 0
072 I000200 0
072 J000200 0
072 K000200 0
072 L000200 0
072 M000200 0
072 N000200 0
072 O000200 0
072 P000200 0
072 Q000200 0
072 R000200 0
072 S000200 0
072 T000200 821
072 U000200 0
072 V000200 0
072 W000200 0
072 X000200 1850
072 Y000200 0
072 Z000200 24776
072AA000200 0
072BB000200 42
072CC010200 0
072CC020200 0
<PAGE> PAGE 10
072DD010200 14820
072DD020200 9956
072EE000200 0
073 A010200 0.0000
073 A020200 0.0000
073 B000200 0.0000
073 C000200 0.0000
074 A000200 127
074 B000200 0
074 C000200 640425
074 D000200 0
074 E000200 0
074 F000200 0
074 G000200 0
074 H000200 0
074 I000200 0
074 J000200 0
074 K000200 0
074 L000200 3019
074 M000200 0
074 N000200 643571
074 O000200 9994
074 P000200 110
074 Q000200 0
074 R010200 0
074 R020200 0
074 R030200 0
074 R040200 79
074 S000200 0
074 T000200 633388
074 U010200 397509
074 U020200 235918
074 V010200 1.00
074 V020200 0.00
074 W000200 0.9992
074 X000200 84
074 Y000200 0
075 A000200 297456
075 B000200 0
076 000200 0.00
SIGNATURE JOHN B. HAMMALIAN
TITLE SECRETARY
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT CASH MANAGEMENT FUND
<SERIES>
<NUMBER> 001
<NAME> INSTITUTIONAL SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<INVESTMENTS-AT-COST> 4270519
<INVESTMENTS-AT-VALUE> 4270519
<RECEIVABLES> 28026
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4298545
<PAYABLE-FOR-SECURITIES> 149897
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9463
<TOTAL-LIABILITIES> 159360
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4139877
<SHARES-COMMON-STOCK> 3573880
<SHARES-COMMON-PRIOR> 4019673
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (692)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3573273
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 238603
<OTHER-INCOME> 0
<EXPENSES-NET> 11565
<NET-INVESTMENT-INCOME> 227038
<REALIZED-GAINS-CURRENT> 5
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 227043
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (188744)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 43384424
<NUMBER-OF-SHARES-REDEEMED> (43933962)
<SHARES-REINVESTED> 103745
<NET-CHANGE-IN-ASSETS> (1012661)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (697)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9404
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11565
<AVERAGE-NET-ASSETS> 3867831
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .049
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.049)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .002
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT CASH MANAGEMENT FUND
<SERIES>
<NUMBER> 002
<NAME> INVESTOR SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<INVESTMENTS-AT-COST> 4270519
<INVESTMENTS-AT-VALUE> 4270519
<RECEIVABLES> 28026
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4298545
<PAYABLE-FOR-SECURITIES> 149897
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9463
<TOTAL-LIABILITIES> 159360
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4139877
<SHARES-COMMON-STOCK> 503818
<SHARES-COMMON-PRIOR> 811051
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (692)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 503734
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 238603
<OTHER-INCOME> 0
<EXPENSES-NET> 11565
<NET-INVESTMENT-INCOME> 227043
<REALIZED-GAINS-CURRENT> 5
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 227043
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (29711)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6342818
<NUMBER-OF-SHARES-REDEEMED> (6666263)
<SHARES-REINVESTED> 16212
<NET-CHANGE-IN-ASSETS> (1012661)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (697)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9404
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11565
<AVERAGE-NET-ASSETS> 642816
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .046
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.046)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .005
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT CASH MANAGEMENT FUND
<SERIES>
<NUMBER> 003
<NAME> ADMINISTRATIVE SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<INVESTMENTS-AT-COST> 4270519
<INVESTMENTS-AT-VALUE> 4270519
<RECEIVABLES> 28026
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4298545
<PAYABLE-FOR-SECURITIES> 149897
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9463
<TOTAL-LIABILITIES> 159360
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4139877
<SHARES-COMMON-STOCK> 19015
<SHARES-COMMON-PRIOR> 51692
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (692)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 19015
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 238603
<OTHER-INCOME> 0
<EXPENSES-NET> 11565
<NET-INVESTMENT-INCOME> 227038
<REALIZED-GAINS-CURRENT> 5
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 227043
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3303)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 805109
<NUMBER-OF-SHARES-REDEEMED> (838799)
<SHARES-REINVESTED> 1013
<NET-CHANGE-IN-ASSETS> (1012661)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (697)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9404
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11565
<AVERAGE-NET-ASSETS> 70324
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .048
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.048)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .003
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT CASH MANAGEMENT FUND
<SERIES>
<NUMBER> 004
<NAME> PARTICIPANT SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<INVESTMENTS-AT-COST> 4270519
<INVESTMENTS-AT-VALUE> 4270519
<RECEIVABLES> 28026
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4298545
<PAYABLE-FOR-SECURITIES> 149897
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9463
<TOTAL-LIABILITIES> 159360
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4139877
<SHARES-COMMON-STOCK> 43164
<SHARES-COMMON-PRIOR> 270127
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (692)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 43163
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 238603
<OTHER-INCOME> 0
<EXPENSES-NET> 11565
<NET-INVESTMENT-INCOME> 227043
<REALIZED-GAINS-CURRENT> 5
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 227043
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5280)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1215958
<NUMBER-OF-SHARES-REDEEMED> (1444205)
<SHARES-REINVESTED> 1284
<NET-CHANGE-IN-ASSETS> 1012661
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (697)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9404
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11565
<AVERAGE-NET-ASSETS> 120905
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .045
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.045)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .006
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT PRIME CASH MANAGEMENT FUND
<SERIES>
<NUMBER> 001
<NAME> INSTITUTIONAL SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<INVESTMENTS-AT-COST> 640425
<INVESTMENTS-AT-VALUE> 640425
<RECEIVABLES> 3019
<ASSETS-OTHER> 127
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 643571
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 698
<TOTAL-LIABILITIES> 698
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 633427
<SHARES-COMMON-STOCK> 397509
<SHARES-COMMON-PRIOR> 194358
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (39)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 397486
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 26626
<OTHER-INCOME> 0
<EXPENSES-NET> 1850
<NET-INVESTMENT-INCOME> 24776
<REALIZED-GAINS-CURRENT> (42)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 24734
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (14820)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1161245
<NUMBER-OF-SHARES-REDEEMED> (972541)
<SHARES-REINVESTED> 14447
<NET-CHANGE-IN-ASSETS> 259695
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 3
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1029
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1850
<AVERAGE-NET-ASSETS> 297456
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .049
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.049)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .002
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT PRIME CASH MANAGEMENT
<SERIES>
<NUMBER> 002
<NAME> INVESTOR SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<INVESTMENTS-AT-COST> 640425
<INVESTMENTS-AT-VALUE> 640425
<RECEIVABLES> 3019
<ASSETS-OTHER> 127
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 643571
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 698
<TOTAL-LIABILITIES> 698
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 633427
<SHARES-COMMON-STOCK> 39325
<SHARES-COMMON-PRIOR> 14648
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (39)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 39322
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 22626
<OTHER-INCOME> 0
<EXPENSES-NET> 1850
<NET-INVESTMENT-INCOME> 24776
<REALIZED-GAINS-CURRENT> (42)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 24734
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1398)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 73366
<NUMBER-OF-SHARES-REDEEMED> (50082)
<SHARES-REINVESTED> 1393
<NET-CHANGE-IN-ASSETS> 259695
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 3
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1029
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1850
<AVERAGE-NET-ASSETS> 29564
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .047
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.047)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .005
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT PRIME CASH MANAGEMENT FUND
<SERIES>
<NUMBER> 003
<NAME> ADMINISTRATIVE SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<INVESTMENTS-AT-COST> 640425
<INVESTMENTS-AT-VALUE> 640425
<RECEIVABLES> 3019
<ASSETS-OTHER> 127
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 643571
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 698
<TOTAL-LIABILITIES> 698
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 633427
<SHARES-COMMON-STOCK> 676
<SHARES-COMMON-PRIOR> 1893
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (39)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 676
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 26626
<OTHER-INCOME> 0
<EXPENSES-NET> 1850
<NET-INVESTMENT-INCOME> 24776
<REALIZED-GAINS-CURRENT> (42)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 24734
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (57)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 335
<NUMBER-OF-SHARES-REDEEMED> (1609)
<SHARES-REINVESTED> 57
<NET-CHANGE-IN-ASSETS> 259695
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 3
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1029
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1850
<AVERAGE-NET-ASSETS> 1189
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .048
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.048)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .003
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT PRIME CASH MANAGEMENT FUND
<SERIES>
<NUMBER> 004
<NAME> PARTICIPANT SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JAN-31-2000
<INVESTMENTS-AT-COST> 640425
<INVESTMENTS-AT-VALUE> 640425
<RECEIVABLES> 3019
<ASSETS-OTHER> 127
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 643571
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 698
<TOTAL-LIABILITIES> 698
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 633427
<SHARES-COMMON-STOCK> 195917
<SHARES-COMMON-PRIOR> 162791
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (39)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 195904
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 26626
<OTHER-INCOME> 0
<EXPENSES-NET> 1850
<NET-INVESTMENT-INCOME> 24776
<REALIZED-GAINS-CURRENT> (42)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 24734
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (8501)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 450820
<NUMBER-OF-SHARES-REDEEMED> (426177)
<SHARES-REINVESTED> 8483
<NET-CHANGE-IN-ASSETS> 259695
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 3
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1029
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1850
<AVERAGE-NET-ASSETS> 186424
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .045
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.045)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .006
</TABLE>
Report of Independent Auditors
Board of Trustees
of Dreyfus Government Cash Management Funds
In planning and performing our audit of the financial statements of
Dreyfus Government Cash Management Funds (comprising, respectively, the
Dreyfus Government Cash Management Fund and the Dreyfus Government Prime
Cash Management Fund) for the year ended January 31, 2000, we considered its
internal control, including control activities for safeguarding securities,
to determine our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of
Form N-SAR, and not to provide assurance on internal control.
The management of Dreyfus Government Cash Management Funds is
responsible for establishing and maintaining internal control. In
fulfilling this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of internal
control. Generally, internal controls that are relevant to an audit pertain
to the entity's objective of preparing financial statements for external
purposes that are fairly presented in conformity with generally accepted
accounting principles. Those internal controls include the safeguarding of
assets against unauthorized acquisition, use, or disposition.
Because of inherent limitations in any internal control, misstatements
due to errors or fraud may occur and not be detected. Also, projections of
any evaluation of internal control to future periods are subject to the risk
that internal control may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more of the specific internal control components does
not reduce to a relatively low level the risk that errors or fraud in
amounts that would be material in relation to the financial statements being
audited may occur and not be detected within a timely period by employees in
the normal course of performing their assigned functions. However, we noted
no matters involving internal control, including control activities for
safeguarding securities, and its operation that we consider to be material
weaknesses as defined above as of January 31, 2000.
This report is intended solely for the information and use of the board
of trustees and management of Dreyfus Government Cash Management Funds and
the Securities and Exchange Commission and is not intended to be and should
not be used by anyone other than these specified parties.
ERNST & YOUNG LLP
March 16, 2000
-6-
918758v1
BY-LAWS
OF
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1. Agreement and Declaration of Trust. These By-Laws shall be
subject to the Agreement and Declaration of Trust, as from time to time in
effect (the "Declaration of Trust"), of the above-captioned Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2. Principal Office of the Trust. The principal office of the
Trust shall be located in New York, New York. Its resident agent in
Massachusetts shall be CT Corporation System, 2 Oliver Street, Boston,
Massachusetts 02109, or such other person as the Trustees from time to time
may select.
ARTICLE 2
Meetings of Trustees
2.1. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees
from time to time may determine, provided that notice of the first regular
meeting following any such determination shall be given to absent Trustees.
2.2. Special Meetings. Special meetings of the Trustees may be
held at any time and at any place designated in the call of the meeting when
called by the President or the Treasurer or by two or more Trustees,
sufficient notice thereof being given to each Trustee by the Secretary or an
Assistant Secretary or by the officer or the Trustees calling the meeting.
2.3. Notice of Special Meetings. It shall be sufficient notice
to a Trustee of a special meeting to send notice by mail at least forty-
eight hours or by telegram at least twenty-four hours before the meeting
addressed to the Trustee at his or her usual or last known business or
residence address or to give notice to him or her in person or by telephone
at least twenty-four hours before the meeting. Notice of a meeting need not
be given to any Trustee if a written waiver of notice, executed by him or
her before or after the meeting, is filed with the records of the meeting,
or to any Trustee who attends the meeting without protesting prior thereto
or at its commencement the lack of notice to him or her. Neither notice of
a meeting nor a waiver of a notice need specify the purposes of the meeting.
2.4. Notice of Certain Actions by Consent. If in accordance with
the provisions of the Declaration of Trust any action is taken by the
Trustees by a written consent of less than all of the Trustees, then prompt
notice of any such action shall be furnished to each Trustee who did not
execute such written consent, provided that the effectiveness of such action
shall not be impaired by any delay or failure to furnish such notice.
ARTICLE 3
Officers
3.1. Enumeration; Qualification. The officers of the Trust shall
be a President, a Treasurer, a Secretary, and such other officers, if any,
as the Trustees from time to time may in their discretion elect. The Trust
also may have such agents as the Trustees from time to time may in their
discretion appoint. An officer may be but need not be a Trustee or
shareholder. Any two or more offices may be held by the same person.
3.2. Election. The President, the Treasurer and the Secretary
shall be elected by the Trustees upon the occurrence of any vacancy in any
such office. Other officers, if any, may be elected or appointed by the
Trustees at any time. Vacancies in any such other office may be filled at
any time.
3.3. Tenure. The President, Treasurer and Secretary shall hold
office in each case until he or she sooner dies, resigns, is removed or
becomes disqualified. Each other officer shall hold office and each agent
shall retain authority at the pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of these By-Laws,
each officer shall have, in addition to the duties and powers herein and in
the Declaration of Trust set forth, such duties and powers as commonly are
incident to the office occupied by him or her as if the Trust were organized
as a Massachusetts business corporation or such other duties and powers as
the Trustees may from time to time designate.
3.5. President. Unless the Trustees otherwise provide, the
President shall preside at all meetings of the shareholders and of the
Trustees. Unless the Trustees otherwise provide, the President shall be the
chief executive officer.
3.6. Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Trust, and, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager, or transfer, shareholder servicing
or similar agent, shall be in charge of the valuable papers, books of
account and accounting records of the Trust, and shall have such other
duties and powers as may be designated from time to time by the Trustees or
by the President.
3.7. Secretary. The Secretary shall record all proceedings of
the shareholders and the Trustees in books to be kept therefor, which books
or a copy thereof shall be kept at the principal office of the Trust. In
the absence of the Secretary from any meeting of the shareholders or
Trustees, an Assistant Secretary, or if there be none or if he or she is
absent, a temporary Secretary chosen at such meeting shall record the
proceedings thereof in the aforesaid books.
3.8. Resignations and Removals. Any Trustee or officer may
resign at any time by written instrument signed by him or her and delivered
to the President or Secretary or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified to be effective
at some other time. The Trustees may remove any officer elected by them
with or without cause. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee or officer resigning and no officer
removed shall have any right to any compensation for any period following
his or her resignation or removal, or any right to damages on account of
such removal.
ARTICLE 4
Committees
4.1. Appointment. The Trustees may appoint from their number an
executive committee and other committees. Except as the Trustees otherwise
may determine, any such committee may make rules for conduct of its
business.
4.2. Quorum; Voting. A majority of the members of any Committee
of the Trustees shall constitute a quorum for the transaction of business,
and any action of such a Committee may be taken at a meeting by a vote of a
majority of the members present (a quorum being present).
ARTICLE 5
Reports
The Trustees and officers shall render reports at the time and in
the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may
deem desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
The fiscal year of the Trust shall be fixed, and shall be subject
to change, by the Board of Trustees.
ARTICLE 7
Seal
The seal of the Trust shall consist of a flat-faced die with the
word "Massachusetts," together with the name of the Trust and the year of
its organization cut or engraved thereon but, unless otherwise required by
the Trustees, the seal shall not be necessary to be placed on, and in its
absence shall not impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
Except as the Trustees generally or in particular cases may
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed
by the President, any Vice President, or by the Treasurer and need not bear
the seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1. Sale of Shares. Except as otherwise determined by the
Trustees, the Trust will issue and sell for cash or securities from time to
time, full and fractional shares of its shares of beneficial interest, such
shares to be issued and sold at a price of not less than net asset value per
share, as from time to time determined in accordance with the Declaration of
Trust and these By-Laws and, in the case of fractional shares, at a
proportionate reduction in such price. In the case of shares sold for
securities, such securities shall be valued in accordance with the
provisions for determining value of assets of the Trust as stated in the
Declaration of Trust and these By-Laws. The officers of the Trust are
severally authorized to take all such actions as may be necessary or
desirable to carry out this Section 9.1.
9.2. Share Certificates. In lieu of issuing certificates for
shares, the Trustees or the transfer agent either may issue receipts
therefor or may keep accounts upon the books of the Trust for the record
holders of such shares, who shall in either case, for all purposes
hereunder, be deemed to be the holders of certificates for such shares as if
they had accepted such certificates and shall be held to have expressly
assented and agreed to the terms hereof.
The Trustees at any time may authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a
certificate stating the number of shares owned by him or her, in such form
as shall be prescribed from time to time by the Trustees. Such certificate
shall be signed by the President or Vice President and by the Treasurer or
Assistant Treasurer. Such signatures may be facsimile if the certificate is
signed by a transfer agent, or by a registrar, other than a Trustee, officer
or employee of the Trust. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall cease to be
such officer before such certificate is issued, it may be issued by the
Trust with the same effect as if he or she were such officer at the time of
its issue.
9.3. Loss of Certificates. The Trust, or if any transfer agent
is appointed for the Trust, the transfer agent with the approval of any two
officers of the Trust, is authorized to issue and countersign replacement
certificates for the shares of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity in such form
and with such security, if any, as the Trustees may require.
9.4. Discontinuance of Issuance of Certificates. The Trustees at
any time may discontinue the issuance of share certificates and by written
notice to each shareholder, may require the surrender of share certificates
to the Trust for cancellation. Such surrender and cancellation shall not
affect the ownership of shares in the Trust.
ARTICLE 10
Indemnification
10.1. Trustees, Officers, etc. The Trust shall indemnify each of
its Trustees and officers (including persons who serve at the Trust's
request as directors, officers or trustees of another organization in which
the Trust has any interest as a shareholder, creditor or otherwise)
(hereinafter referred to as a "Covered Person") against all liabilities and
expenses, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees
reasonably incurred by any Covered Person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, before any court or administrative or legislative body, in which
such Covered Person may be or may have been involved as a party or otherwise
or with which such person may be or may have been threatened, while in
office or thereafter, by reason of being or having been such a Trustee or
officer, except with respect to any matter as to which such Covered Person
shall have been finally adjudicated in a decision on the merits in any such
action, suit or other proceeding not to have acted in good faith in the
reasonable belief that such Covered Person's action was in the best
interests of the Trust and except that no Covered Person shall be
indemnified against any liability to the Trust or its Shareholders to which
such Covered Person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), may be paid from time to time by the Trust in advance of the
final disposition or any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid
to the Trust if it is ultimately determined that indemnification of such
expenses is not authorized under this Article, provided that (a) such
Covered Person shall provide security for his or her undertaking, (b) the
Trust shall be insured against losses arising by reason of such Covered
Person's failure to fulfill his or her undertaking, or (c) a majority of the
Trustees who are disinterested persons and who are not Interested Persons
(as that term is defined in the Investment Company Act of 1940) (provided
that a majority of such Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (but not a full trial-type inquiry), that
there is reason to believe such Covered Person ultimately will be entitled
to indemnification.
10.2. Compromise Payment. As to any matter disposed of (whether
by a compromise payment, pursuant to a consent decree or otherwise) without
an adjudication in a decision on the merits by a court, or by any other body
before which the proceeding was brought, that such Covered Person either (a)
did not act in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust or (b) is liable to
the Trust or its Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of such Covered Person's office, indemnification shall be provided if (a)
approved as in the best interest of the Trust, after notice that it involves
such indemnification, by at least a majority of the Trustees who are
disinterested persons and are not Interested Persons (provided that a
majority of such Trustees then in office act on the matter), upon a
determination, based upon a review of readily available facts (but not a
full trial-type inquiry) that such Covered Person acted in good faith in the
reasonable belief that such Covered Person's action was in the best
interests of the Trust and is not liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's
office, or (b) there has been obtained an opinion in writing of independent
legal counsel, based upon a review of readily available facts (but not a
full trial-type inquiry) to the effect that such Covered Person appears to
have acted in good faith in the reasonable belief that such Covered Person's
action was in the best interests of the Trust and that such indemnification
would not protect such Covered Person against any liability to the Trust to
which such Covered Person 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. Any approval pursuant to this
Section shall not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently adjudicated by a
court of competent jurisdiction not to have acted in good faith in the
reasonable belief that such Covered Person's action was in the best
interests of the Trust or to have been liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such Covered
Person's office.
10.3. Indemnification Not Exclusive. The right of
indemnification hereby provided shall not be exclusive of or affect any
other rights to which any such Covered Person may be entitled. As used in
this Article 10, the term "Covered Person" shall include such person's
heirs, executors and administrators, and a "disinterested person" is a
person against whom none of the actions, suits or other proceedings in
question or another action, suit, or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in this Article
shall affect any rights to indemnification to which personnel of the Trust,
other than Trustees and officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of such person.
10.4. Limitation. Notwithstanding any provisions in the
Declaration of Trust and these By-Laws pertaining to indemnification, all
such provisions are limited by the following undertaking set forth in the
rules promulgated by the Securities and Exchange Commission:
In the event that a claim for indemnification
is asserted by a Trustee, officer or controlling
person of the Trust in connection with the
registered securities of the Trust, the Trust will
not make such indemnification unless (i) the Trust
has submitted, before a court or other body, the
question of whether the person to be indemnified
was liable by reason of willful 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 Trust 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 Trustees 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 Trust will not advance attorneys' fees or
other expenses incurred by the person to be
indemnified unless (i) the Trust shall have
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 (ii) one of the following
conditions shall have occurred: (x) such person
shall provide security for his undertaking,
(y) the Trust shall be insured against losses
arising by reason of any lawful advances or (z) a
majority of the disinterested, non-party Trustees
of the Trust, 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.
ARTICLE 11
Shareholders
11.1. Meetings. A meeting of the shareholders shall be called by
the Secretary whenever ordered by the Trustees, or requested in writing by
the holder or holders of at least 10% of the outstanding shares entitled to
vote at such meeting. If the meeting is a meeting of the shareholders of
one or more series or class of shares, but not a meeting of all shareholders
of the Trust, then only the shareholders of such one or more series or
classes shall be entitled to notice of and to vote at the meeting. If the
Secretary, when so ordered or requested, refuses or neglects for more than
five days to call such meeting, the Trustees, or the shareholders so
requesting may, in the name of the Secretary, call the meeting by giving
notice thereof in the manner required when notice is given by the Secretary.
11.2. Access to Shareholder List. Shareholders of record may
apply to the Trustees for assistance in communicating with other
shareholders for the purpose of calling a meeting in order to vote upon the
question of removal of a Trustee. When ten or more shareholders of record
who have been such for at least six months preceding the date of application
and who hold in the aggregate shares having a net asset value of at least
$25,000 or at least 1% of the outstanding shares, whichever is less, so
apply, the Trustees shall within five business days either:
(i) afford to such applicants access to a list of names and
addresses of all shareholders as recorded on the books of the Trust; or
(ii) inform such applicants of the approximate number of
shareholders of record and the approximate cost of mailing material to them
and, within a reasonable time thereafter, mail materials submitted by the
applicants to all such shareholders of record. The Trustees shall not be
obligated to mail materials which they believe to be misleading or in
violation of applicable law.
11.3. Record Dates. For the purpose of determining the
shareholders of any series or class who are entitled to vote or act at any
meeting or any adjournment thereof, or who are entitled to receive payment
of any dividend or of any other distribution, the Trustees from time to time
may fix a time, which shall be not more than 90 days before the date of any
meeting of shareholders or the date of payment of any dividend or of any
other distribution, as the record date for determining the shareholders of
such series or class having the right to notice of and to vote at such
meeting and any adjournment thereof or the right to receive such dividend or
distribution, and in such case only shareholders of record on such record
date shall have such right notwithstanding any transfer of shares on the
books of the Trust after the record date; or without fixing such record date
the Trustees may for any such purposes close the register or transfer books
for all or part of such period.
11.4. Place of Meetings. All meetings of the shareholders shall
be held at the principal office of the Trust or at such other place within
the United States as shall be designated by the Trustees or the President of
the Trust.
11.5. Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of the
meeting, shall be given at least ten days before the meeting to each
shareholder entitled to vote thereat by leaving such notice with him or at
his residence or usual place of business or by mailing it, postage prepaid,
and addressed to such shareholder at his address as it appears in the
records of the Trust. Such notice shall be given by the Secretary or an
Assistant Secretary or by an officer designated by the Trustees. No notice
of any meeting of shareholders need be given to a shareholder if a written
waiver of notice, executed before or after the meeting by such shareholder
or his attorney thereunto duly authorized, is filed with the records of the
meeting.
11.6. Ballots. No ballot shall be required for any election
unless requested by a shareholder present or represented at the meeting and
entitled to vote in the election.
11.7. Proxies. Shareholders entitled to vote may vote either in
person or by proxy in writing dated not more than six months before the
meeting named therein, which proxies shall be filed with the Secretary or
other person responsible to record the proceedings of the meeting before
being voted. Unless otherwise specifically limited by their terms, such
proxies shall entitle the holders thereof to vote at any adjournment of such
meeting but shall not be valid after the final adjournment of such meeting.
The placing of a shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such shareholder shall constitute execution of such proxy by or on behalf of
such shareholder.
ARTICLE 12
Amendments to the By-Laws
These By-Laws may be amended or repealed, in whole or in part, by
a majority of the Trustees then in office at any meeting of the Trustees, or
by one or more writings signed by such a majority.
Dated: June 11, 1986
Amended: December 31, 1999
