File No. 33-6851
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. 11 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 11 [X]
(Check appropriate box or boxes.)
Dreyfus Treasury Cash Management
(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)
----
X on October 10, 1995 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
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
beneficial interest 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 July 31, 1995 was filed on September
29, 1995.
Dreyfus Treasury Cash Management
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 3
4 General Description of Registrant 4
5 Management of the Fund 5
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 11
7 Purchase of Securities Being Offered 6
8 Redemption or Repurchase 8
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-14
13 Investment Objectives and Policies B-2
14 Management of the Fund B-3
15 Control Persons and Principal B-6
Holders of Securities
16 Investment Advisory and Other B-6
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
Dreyfus Treasury Cash Management
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-9
18 Capital Stock and Other Securities B-14
19 Purchase, Redemption and Pricing B-8, 10, 11
of Securities Being Offered
20 Tax Status *
21 Underwriters B-8
22 Calculations of Performance Data B-11
23 Financial Statements B-15
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-4
Common Control with Registrant
26 Number of Holders of Securities C-4
27 Indemnification C-4
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-11
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS OCTOBER 10, 1995
DREYFUS TREASURY CASH MANAGEMENT
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DREYFUS TREASURY CASH MANAGEMENT (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. ITS GOAL IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF CURRENT INCOME
AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF
LIQUIDITY.
THE FUND IS DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY BANKS,
ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL OR
SIMILAR CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY INDIVIDUALS,
ALTHOUGH INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS MAINTAINED BY
INDIVIDUALS. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES OF THIS
PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION
PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, THE FUND IS OFFERING CLASS A SHARES AND CLASS B
SHARES. CLASS A SHARES AND CLASS B SHARES ARE IDENTICAL, EXCEPT AS TO THE
SERVICES OFFERED TO AND THE EXPENSES BORNE BY EACH CLASS. CLASS B BEARS
CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN ACCORDANCE WITH RULE
12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940. INVESTORS CAN INVEST,
REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT CHARGE OR PENALTY IMPOSED BY
THE FUND.
THE DREYFUS CORPORATION SERVES AS THE FUND'S INVESTMENT ADVISER.
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.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED OCTOBER 10, 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 1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
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. ALL MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL.
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TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.................................. 2
Condensed Financial Information................................. 3
Yield Information............................................... 3
Description of the Fund......................................... 4
Management of the Fund.......................................... 5
How to Buy Fund Shares.......................................... 6
Investor Services............................................... 7
How to Redeem Fund Shares....................................... 8
Service Plan.................................................... 9
Shareholder Services Plan....................................... 9
Dividends, Distributions and Taxes.............................. 9
General Information............................................. 10
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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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<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
CLASS A CLASS B
SHARES SHARES
<S> <C> <C> <C>
Management Fees ..................................................... .20% .20%
12b-1 Fees (distribution and servicing) ............................. -_ .25%
Total Fund Operating Expenses ....................................... .20% .45%
Example:
An investor 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:
CLASS A CLASS B
SHARES SHARES
1 Year.................................. $ 2 $ 5
3 Years................................. $ 6 $14
5 Years ................................ $11 $25
10 Years................................ $26 $57
</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%.
- ----------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by the Fund, the payment of which
will reduce investors' annual return. Unless The Dreyfus Corporation gives
the Fund's investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for Fund expenses (exclusive of
taxes, brokerage, interest on borrowings and (with the prior written consent
of the necessary state securities commissions) extraordinary expenses) other
than the following expenses, which will be borne by the Fund: (i) the
management fee payable by the Fund monthly at the annual rate of .20 of 1% of
the Fund's average daily net assets and (ii) as to Class B shares only,
payments made pursuant to the Fund's Service Plan at the annual rate of .25
of 1% of the value of the average daily net assets of Class B. Institutions
and certain Service Agents (as defined below) effecting transactions in Fund
shares for the accounts of their clients may charge their clients direct fees
in connection with such transactions; such fees are not reflected in the
foregoing table. See "Management of the Fund," "How to Buy Fund Shares,"
"Service Plan" and "Shareholder Services Plan."
Page 2
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 Beneficial Interest 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>
<CAPTION>
CLASS A SHARES CLASS B SHARES
--------------------------------------------------------------------------- -----------------
YEAR ENDED JULY 31, YEAR ENDED JULY 31,
--------------------------------------------------------------------------- -------------------
1987(1) 1988 1989 1990 1991 1992 1993 1994 1995 1994(2) 1995
------ ---- ---- ---- ----- ---- ----- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year.... $1.0000 $.9995 $.9996 $.9996 $.9999 $1.0000 $1.0000 1.0000 $1.0000 $1.0000 $1.0000
------- ----- ------ ------ ------ ------ ------- ------ ------ ------- -------
INVESTMENT OPERATIONS:
Investment income_net.... .0531 .0660 .0854 .0824 .0688 .0452 .0310 .0322 .0522 .0177 .0497
Net realized gain (loss)
on investments.... (.0005) .0001 -- .0003 .0001 -- -- -- (.0001) -- (.0001)
------- ----- ------ ------ ------ ------ ------- ------ ------ ------- -------
TOTAL FROM
INVESTMENT OPERATIONS.. .0526 .0661 .0854 .0827 .0689 .0452 .0310 .0322 .0521 .0177 .0496
Distributions:
Dividends from investment
income-net....... (.0531) (.0660) (.0854) (.0824) (.0688) (.0452) (.0310) (.0322) (.0522) (.0177) (.0497)
Dividends from net realized
gain on investments.... -- -- -- -- -- -- -- -- -- -- --
------- ----- ------ ------ ------ ------ ------- ------ ------ ------- -------
TOTAL DISTRIBUTIONS.... (.0531) (.0660) (.0854) (.0824) (.0688) (.0452) (.0310) (.0322) (.0522) (.0177) (.0497)
------- ----- ------ ------ ------ ------ ------- ------ ------ ------- -------
Net asset value,
end of year..... $.9995 $.9996 $.9996 $.9999 $1.0000 $1.0000 $1.0000 $1.0000 $.9999 $1.0000 $.9999
======= ====== ====== ====== ======= ======= ======= ======= ====== ====== ======
TOTAL INVESTMENT RETURN.. 6.00%(3) 6.81% 8.88% 8.56% 7.10% 4.62% 3.14% 3.27% 5.34% 3.22%(3) 5.08%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets... .20%(3) .20% .20% .20% .20% .20% .20% .20% .20% .45%(3) .45%
Ratio of net investment income
to average net assets... 5.93%(3) 6.62% 8.53% 8.19% 6.75% 4.45% 3.12% 3.18% 5.22% 3.33%(3) 5.24%
Decrease reflected in above expense ratios
due to undertaking by
The Dreyfus Corporation.... .10% .06% .05% .07% .06% .05% .04% .01% -- -- --
Net Assets, end of year
(000's omitted).. $483,360 $722,268 $777,371 $1,558,493 $2,643,267 $4,103,056 $2,406,604 $1,982,582 $1,951,105 $20,610 $39,047
________________________
(1)From September 4, 1986 (commencement of operations) to July 31, 1987.
(2)From January 10, 1994 (commencement of initial offering) to July 31, 1994.
(3)Annualized.
</TABLE>
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." Both yield
figures also take into account any applicable distribution and service fees.
As a result, at any given time, the performance of Class B should be expected
to be lower than that of Class A. See "Service Plan."
Page 3
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., Bank Rate Monitortrademark, IBC/Donoghue's Money
Fund ReportRegistration Mark, Morningstar, Inc. and other industry
publications.
DESCRIPTION OF THE FUND
GENERAL _ By this Prospectus, two classes of shares of the Fund are being
offered _ Class A shares and Class B shares (each such class being referred
to as a "Class"). The Classes are identical, except that Class B shares are
subject to an annual distribution and service fee at the rate of .25% of the
value of the average daily net assets of Class B. The fee is payable for
advertising, marketing and distributing the Fund's Class B shares and for
ongoing personal services relating to Class B shareholder accounts and
services related to the maintenance of such shareholder accounts pursuant to
a Service Plan adopted in accordance with Rule 12b-1 under the Investment
Company Act of 1940. See "Service Plan." The distribution and service fee
paid by Class B will cause Class B to have a higher expense ratio and to pay
lower dividends than Class A.
WHEN USED IN THIS PROSPECTUS AND IN THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have
agreed to transmit copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for whose account the
institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE _ The Fund's goal is to provide investors with as high
a level of current income as is consistent with the preservation of capital
and the maintenance of liquidity. 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 investment objective will be
achieved. Securities in which the Fund invests 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 securities
issued or guaranteed as to principal and interest by the U.S. Government and
repurchase agreements in respect of these securities.
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 as follows. 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. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
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.
Securities issued or guaranteed by the U.S. Government include U.S.
Treasury securities, which differ only in their interest rates, maturities
and times of issuance. Treasury Bills have initial maturities of one year or
less; Treasury Notes have initial maturities of one to ten years; and
Treasury Bonds generally have initial maturities of greater than ten years.
In a repurchase agreement, the Fund buys, and the seller agrees to
repurchase, a security at a mutually agreed upon time and price (usually
within seven days). The repurchase agreement thereby determines the yield
during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities. TheFund may enter
into repurchase agreements with certain banks or non-bank dealers.
Page 4
The Fund may invest up to 10% of the value of its net assets in
securities as to which a liquid trading market does not exist, provided such
investments are consistent with the Fund's investment objective. Such
securities may include repurchase agreements providing for settlement in
more than seven days after notice. As to these securities, the Fund is
subject to a risk that should the Fund desire to sell them when ready buyer
is not available at a price that the Fund deems representative of their value,
the value of the Fund's net assets could be adversely affected.
CERTAIN FUNDAMENTAL POLICY _ The Fund may borrow money from banks, but only
for temporary or emergency (not leveraging) purposes, in an amount up to 15%
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. This is a fundamental
policy that 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 Statement of Additional Information.
INVESTMENT CONSIDERATIONS _ 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
U.S. Government securities. 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 be sold at a price less than its 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.
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 August 31, 1995, The Dreyfus Corporation managed or administered
approximately $80 billion in assets for more than 1.8 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 overall authority of the Fund's Board of Trustees in
accordance with Massachusetts 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., AFCOCredit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$203 billion in assets as of June 30, 1995, including approximately $73
billion in mutual fund assets. As of June 30, 1995, Mellon, through various
subsidiaries, provided non-investment services, such as custodial or
administration services, for more than $707 billion in assets including
approximately $71 billion in mutual fund assets.
For the fiscal year ended July 31, 1995, the Fund paid The Dreyfus
Corporation a monthly management fee at the annual rate of .20 of 1% of the
value of the Fund's average daily net assets.
Unless The Dreyfus Corporation gives the Fund's investors at least 90
days' notice to the contrary, The Dreyfus Corporation, and not the Fund, will
be liable for Fund expenses (exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be borne by the Fund: (i)the management fee payable by
the Fund monthly at the
Page 5
annual rate of .20 of 1% of the Fund's average daily net assets and (ii) as
to Class B shares only, payments made pursuant to the Fund's Service Plan at
the annual rate of .25 of 1% of the value of the average daily net assets of
Class B. See "Service Plan." The Fund will not reimburse The Dreyfus
Corporation for any amounts it may bear.
The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor's ultimate parent company is the Boston Institutional Group,
Inc.
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, 90 Washington Street, New York, New York 10286, is the
Fund's Custodian. First Interstate Bank of California, 707 Wilshire
Boulevard, Los Angeles, California 90017, is the Fund's Sub-custodian (the
"Sub-custodian").
HOW TO BUY FUND SHARES
The Fund is designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or
similar capacity. Fund shares may not be purchased directly by individuals,
although institutions may purchase shares for accounts maintained by
individuals. Generally, each investor will be required to open a single
master account with the Fund for all purposes. In certain cases, the Fund may
request investors to maintain separate master accounts for shares held by the
investor (i) for its own account, for the account of other institutions and
for accounts for which the institution acts as a fiduciary, and (ii) for
accounts for which the investor acts in some other capacity. An institution
may arrange with the Transfer Agent for sub-accounting services and will be
charged directly for the cost of such services.
The minimum initial investment is $10,000,000, unless: (a) the
investor has invested at least $10,000,000 in the aggregate among the Fund,
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus Institutional Short Term Treasury Fund,
Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management and Dreyfus Treasury Prime
Cash Management; or (b) the investor has, in the opinion of management of Drey
fus Institutional Services Division, a division of Dreyfus Service
Corporation, adequate intent and availability of funds to reach a future
level of investment of $10,000,000 among the funds identified above. There is
no minimum for subsequent purchases. The initial investment must be
accompanied by the Fund's Account Application. Management understands that
some financial institutions, securities dealers and other industry
professionals (collectively, "Service Agents") and other institutions may
charge their clients fees in connection with purchases for the accounts of
their clients. These fees would be in addition to any amounts which might be
received under the Service Plan. Service Agents may receive different levels
of compensation for selling different classes of shares. Each Service Agent
has agreed to transmit to its clients a schedule of such fees. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. The Fund reserves the right to
reject any purchase order.
Fund shares may be purchased by wire, by telephone or through
compatible computer facilities. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. To place
an order by telephone, investors should call Dreyfus Institutional Services
Division at one of the telephone numbers listed under "General Information"
in this Prospectus. For instructions concerning purchases and to determine
whether their computer facilities are compatible with the Fund's, investors
should also call one of the telephone numbers listed under "General
Information."
Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form and Federal Funds (monies
of member banks in the Federal Reserve System which are held on deposit at a
Federal Reserve Bank) are received by the Custodian or Sub-custodian, as the
case may be and as more fully described below, or by any other agent or
entity subject to the direction of such agents. If an investor does not remit
Federal Funds, its payment must be converted into Federal Funds. This usually
occurs within one business day of receipt of a bank wire and within two
business days of receipt of a check drawn on a member bank of the Federal Rese
rve System. Checks drawn on banks which are not members of the Federal
Reserve System may take considerably longer to convert into Federal Funds.
Prior to receipt of Federal Funds, the investor's money will not be invested.
Page 6
The Fund's net asset value per share is determined as of 5:00 p.m.
New York time, on each day that the New York Stock Exchange is open for
business. Net asset value per share of each class is computed by dividing the
value of the Fund's net assets represented by such class (i.e., the value of
its assets less liabilities) by the total number of shares of such class
outstanding. See "Determination of Net Asset Value" in the Statement of
Additional Information.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian, or received in Federal Funds by 12:00 Noon, California time,
by the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend on Fund shares
declared on that day if such order is placed by 5:00 p.m., New York time, and
Federal Funds are received by the Custodian by 6:00 p.m., New York time, on
that day. A telephone order placed to Dreyfus Institutional Services Division
in California will become effective at the price determined at 2:00 p.m.,
California time, and the shares purchased will receive the dividend on Fund
shares declared on that day if such order is placed by 12:00 Noon, California
time, and Federal Funds are received by the Sub-custodian by 3:00 p.m.,
California time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("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 an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
INVESTOR SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Class A or Class
B shares of the Fund, shares of Dreyfus Cash Management, Dreyfus Cash
Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus
Institutional Short Term Treasury Fund, Dreyfus Municipal Cash Management
Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash
Management and Dreyfus Treasury Prime Cash Management, which have different
investment objectives that may be of interest to investors. 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 being made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone to Dreyfus Institutional Services Division. See "How
to Redeem Fund Shares_Procedures." Before any exchange, the investor must
obtain and should review a copy of the current prospectus of the fund into
which the exchange is being made. Prospectuses may be obtained also by
calling one of the telephone numbers listed under "General Information."
Shares will be exchanged at the net asset value next determined after receipt
of an exchange request in proper form. The exchange of shares of one fund for
shares of another fund is treated for Federal income tax purposes as a sale
of the shares given in exchange by the investor and, therefore, an exchanging
investor may realize a taxable gain or loss. No fees currently are charged
investors directly in connection with exchanges, although the Fund reserves
the right, upon not less than 60 days' written notice, to charge investors 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 investors.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables an
Investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Class A or Class B shares of the Fund, in shares of
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus Institutional Short Term Treasury Fund,
Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management or Dreyfus Treasury Prime Cash
Management, if the
Page 7
investor is currently an investor in one of these funds. The amount an
investor designates, which can be expressed either in terms of a specific
dollar or share amount, will be exchanged automatically on the first and/or
fifteenth of the month according to the schedule that the investor has
selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by
the Fund or the Transfer Agent. An investor may modify or cancel the exercise
of this Privilege at any time by writing to Dreyfus Institutional Services
Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New
York 11556-0144. The Fund may charge a service fee for the use of this
Privilege. No such fee currently is contemplated. 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 investor and, therefore, an
exchanging investor may realize a taxable gain or loss. For more information
concerning this Privilege and the funds eligible to participate in this
Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form, please
call one of the telephone numbers listed "General Information."
HOW TO REDEEM FUND SHARES
GENERAL _ Investors may request redemption of their shares at any time and
the shares will be redeemed at the next determined net asset value.
The Fund imposes no charges when shares are redeemed. Service Agents
or other institutions may charge their clients a nominal fee for effecting
redemptions of Fund shares. Any share certificates representing Fund shares
being redeemed must be submitted with the redemption request. The value of
the shares redeemed may be more or less than their original cost, depending
upon the Fund's then-current net asset value.
If a request for redemption is received in proper form in New York by
5:00 p.m., New York time, or in Los Angeles by 2:00 p.m., California time,
the proceeds of the redemption, if transfer by wire is requested, ordinarily
will be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day in New York or Los Angeles, the shares will receive the dividend on
the Fund's shares declared on that day and the proceeds of redemption, if
wire transfer is requested, ordinarily will be transmitted in Federal Funds
on the next business day.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by Dreyfus Institutional Services Division of a
redemption request in proper form, except as provided by the rules of the
Securities and Exchange Commission.
PROCEDURES _ Investors may redeem Fund shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is automatically granted unless the investor
refuses it), the investor authorizes the telephone Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, 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 they do 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 believe to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Transfer Agent or its agents by
telephone to request a redemption or exchange of Fund shares. In such cases,
investors should consider using the other redemption procedures described
herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Fund shares by wire
or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem shares by telephone by calling one of the telephone
numbers listed under "General Information." The Fund reserves the right to
refuse any request made by wire or telephone and may limit the amount
involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or the Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
Page 8
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES _ The Fund makes available
to institutions the ability to redeem shares through compatible computer
facilities. Investors desiring to redeem shares in this manner should call
Dreyfus Institutional Services Division at one of the telephone numbers
listed under "General Information" to determine whether their computer
facilities are compatible and to receive instructions for redeeming shares in
this manner.
SERVICE PLAN
(Class B Only)
Class B shares are subject to a Service Plan adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940. Under the Service Plan, the
Fund (a) reimburses the Distributor for distributing Class B shares and (b)
pays The Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, and any affiliate of either of them
(collectively, "Dreyfus") for advertising and marketing Class B shares and
for providing certain services relating to Class B 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 ("Servicing"), at an aggregate annual rate of .25 of 1% of the value
of the average daily net assets of Class B. Each of the Distributor and
Dreyfus may pay one or more Service Agents a fee in respect of the Fund's
Class B shares owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and Dreyfus determines the amounts, if
any, to be paid to Service Agents under the Service Plan and the basis on
which such payments are made. The fee payable for Servicing is intended to be
a "service fee" as defined in Article III, Section 26 of the NASD Rules of
Fair Practice. The fees payable under the Service Plan are payable without
regard to actual expenses incurred.
SHAREHOLDER SERVICES PLAN
(Class A Only)
Class A shares are subject to a Shareholder Services Plan pursuant to
which the Fund has agreed to reimburse Dreyfus Service Corporation an amount
not to exceed an annual rate of .25 of 1% of the value of the average daily
net assets of the Class A shares for certain allocated expenses of providing
personal services to, and/or maintaining accounts of, Class A shareholders.
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. The Dreyfus Corporation, and not the
Fund, currently reimburses Dreyfus Service Corporation for any such allocated
expenses. See "Management of the Fund."
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange is open for business. Fund shares begin
earning income dividends on the day the purchase order is effective.
Dividends usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Fund shares at net asset value or, at
the investor's option, paid in cash. The Fund's earnings for Saturdays,
Sundays and holidays are declared as dividends on the prior business day. If
an investor redeems all shares in its account at any time during the month,
all dividends to which the investor is entitled will be paid along with the
proceeds of the redemption. An omnibus accountholder may indicate in a
partial redemption request that a portion of any accrued dividends to which
such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, and such portion of the accrued
dividends will be paid to the accountholder along with the proceeds of the
redemption. 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. Investors may choose whether to receive 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 paid by each Class will be calculated at the same time
and in the same manner and will be of the same amount, except that the
expenses attributable solely to Class A or Class B will be borne exclusively
Page 9
by such Class. Class B shares will receive lower per share dividends than
Class A shares because of the higher expenses borne by Class B. See "Annual
Fund Operating Expenses."
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, are taxable for Federal income tax purposes as
ordinary income, whether or not reinvested. No dividend paid by the Fund will
qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains of
the Fund, if any, generally are taxable as long-term capital gains for Federal
income tax purposes if the beneficial holder of the Fund shares is a citizen
or resident of the United States, regardless of how long shareholders have
held their Fund shares and whether such distributions are received in cash or
reinvested in Fund shares. The Code provides that the net capital gain of an
individual generally will not be subject to Federal income tax at a rate in
excess of 28%.
Dividends derived from net investment income, together with
distributions from 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 with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by the Fund with respect to
Fund shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to a 20% backup withholding, as described below, unless the
foreign person certifies his non-U.S. residency status.
Notice as to the tax status of dividends and distributions will be
mailed to investors annually. Each investor also will receive periodic
summaries of such investor's account which will include information as to
dividends and distributions from securities gains, if any, paid during the
year. In addition, the Fund intends to provide shareholders with a statement
which sets forth the percentage of dividends paid by the Fund which are
attributable to interest income from direct obligations of the United States.
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 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 of the Fund believes that the Fund has qualified for the
fiscal year ended July 31, 1995 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 tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The Fund is
subject to a non-deductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Dividends and distributions may be subject to certain state and local
taxes. Each investor should consult its tax adviser regarding questions as to
Federal, state or local taxes.
GENERAL INFORMATION
The Fund was organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts pursuant to an Agreement and
Declaration of Trust (the "Trust Agreement") dated June 4, 1986, and
commenced operations on September 4, 1986. The Fund is authorized to issue an
unlimited number of shares of beneficial interest, par value $.001 per share.
The Fund's shares are classified into two classes. Each share has one vote
Page 10
and shareholders will vote in the aggregate and not by class except as to any
matter which affects only one class or as otherwise required by law. Holders
of Class B shares only, however, will be entitled to vote on matters
submitted to shareholders pertaining to the Service Plan.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Fund. However, the
Trust Agreement disclaims shareholder liability for acts or obligations of
the Fund and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Fund or a
Trustee. The Trust Agreement provides for indemnification from the Fund's
property for all losses and expenses of any shareholder held personally liable
for the obligations of the Fund. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its
obligations, a possibility which management believes is remote. Upon payment
of any liability incurred by the Fund, the shareholder paying such liability
will be entitled to reimbursement from the general assets of the Fund. The
Trustees intend to conduct the operations of the Fund in such a way so as to
avoid, as far as possible, ultimate liability of the shareholders for
liabilities of the Fund. As described under "Management of the Fund" in the
Statement of Additional Information, the Fund ordinarily will not hold
shareholder meetings; however, shareholders under certain circumstances may
have the right to call a meeting of shareholders for the purpose of voting to
remove Trustees.
The Transfer Agent maintains a record of each investor's ownership
and sends confirmations and statements of account.
Investor inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State, 1-718-895-1650 or
outside New York State, 1-800-346-3621. Individuals or entities for whom
institutions may purchase or redeem Fund shares should call toll free
1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, the Fund's Board of
Trustees believes that such laws should not preclude a bank from acting on
behalf of clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of the Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Fund does not expect that shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
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 FUND. 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 11
PROSPECTUS
(LION LOGO)
DREYFUS
TREASURY
CASH
MANAGEMENT
copyright logo 1995 Dreyfus Service Corporation
521p
- -----------------------------------------------------------------------------
DREYFUS TREASURY CASH MANAGEMENT
CLASS A AND CLASS B SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
OCTOBER 10, 1995
- ------------------------------------------------------------------------------
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Treasury Cash Management (the "Fund"), dated October 10, 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, in the case of institutional
investors, call the following numbers:
In New York State -- Call 1-718-895-1650
Outside New York State -- Call Toll Free 1-800-346-3621
Individuals or entities for whom institutions may purchase or redeem
Fund shares may write to the Fund at the above address or call toll free
1-800-554-4611 to obtain a copy of the Fund's Prospectus.
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-3
Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . B-6
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . B-8
Service Plan (Class B Only) . . . . . . . . . . . . . . . . . . . . . B-9
Shareholder Services Plan (Class A Only). . . . . . . . . . . . . . . B-10
Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . . . . B-10
Determination of Net Asset Value. . . . . . . . . . . . . . . . . . . B-11
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . B-12
Investor Services . . . . . . . . . . . . . . . . . . . . . . . . . . B-13
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . . B-14
Yield Information . . . . . . . . . . . . . . . . . . . . . . . . . . B-14
Information About the Fund. . . . . . . . . . . . . . . . . . . . . . B-14
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . . . . . . . . B-15
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . B-16
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . B-24
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
- --------------------
Repurchase Agreements. The Fund's custodian or sub-custodian 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 $1
billion, 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 purchase should decrease
below the resale price.
Investment Restrictions
- ----------------------
The Fund has adopted investment restrictions numbered 1 through 9 as
fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940
(the "Act")) of the Fund's outstanding voting shares. Investment
restrictions numbered 10 and 11 are not fundamental policies and may be
changed by vote of a majority of the Fund's Trustees at any time. The
Fund may not:
1. Purchase common stocks, preferred stocks, warrants or other
equity securities, or purchase corporate bonds or debentures, state bonds,
municipal bonds or industrial revenue bonds.
2. Borrow money except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) based on the lesser of cost
or market, less liabilities (not including the amount borrowed) at the
time the borrowing is made. While borrowings exceed 5% of the value of
the Fund's total assets, the Fund will not make any additional
investments.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
6. Make loans to others except through the purchase of debt
obligations referred to in the Prospectus.
7. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such
limitation on investments in obligations issued or guaranteed by the U.S.
Government.
8. Invest in companies for the purpose of exercising control.
9. Invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation or acquisition of
assets.
10. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
11. Enter into repurchase agreements providing for settlement in
more than seven days after notice or purchase securities which are
illiquid, if, in the aggregate, more than 10% of the value of the Fund's
net assets would be so invested.
If a percentage restriction is adhered to at the time of investment,
a later increase 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 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
Trustees 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 Trustee who is deemed to be an "interested person"
of the Fund, as defined in the Act, is indicated by an asterisk.
Trustees of the Fund
- --------------------
*DAVID W. BURKE, Trustee. Consultant to the Manager since August 1994.
From October 1990 to August 1994, Mr. Burke was Vice President and
Chief Administrative Officer of the Manager. During the period 1977
to 1990, Mr. Burke was involved in the management of the national
television news, as Vice-President and Executive Vice President of
ABC News, and subsequently as President of CBS News. Mr. Burke is 58
years old and his address is 200 Park Avenue, New York, New York
10166.
ISABEL P. DUNST, Trustee. Partner in the law firm of Hogan & Hartson,
since 1990. From 1986 to 1990, Deputy General Counsel of the United
States Department of Health and Human Services. She is also a Trustee
of the Clients Security Fund of the District of Columbia Bar and
President of Temple Sinai. Ms. Dunst is 48 years old and her address
is c/o Hogan & Hartson, Columbia Square, 555 Thirteenth Street, N.W.,
Washington, D.C. 20004-1109.
LYLE E. GRAMLEY, Trustee. Consulting economist since June 1992 and Senior
Staff Vice President and Chief Economist of Mortgage Bankers
Association of America from 1985 to May 1992. Since February 1993, a
director of CWM Mortgage Holdings, Inc. From 1980 to 1985, member of
the Board of Governors of the Federal Reserve System. Mr. Gramley is
68 years old and his address is 12901 Three Sisters Road, Potomac,
Maryland 20854.
WARREN B. RUDMAN, Trustee. Since January 1993, Partner in the law firm
Paul, Weiss, Rifkind, Wharton & Garrison. From January 1981 to
January 1993, Mr. Rudman served as a United States Senator from the
State of New Hampshire. Since May 1993, Mr. Rudman has served as a
director of Collins & Aikman Corporation. Since January 1993, Mr.
Rudman also has served as a director of Chubb Corporation and of the
Raytheon Company. He has served as Vice Chairman of the President's
Foreign Intelligence Advisory Board since January 1993. From January
1993 to December 1994, Mr. Rudman served as Vice Chairman of the
Federal Reserve Bank of Boston. Since 1988, Mr. Rudman has served as
a trustee of Boston College and since 1986 as a member of the Senior
Advisory Board of the Institute of Politics of the Kennedy School of
Government at Harvard University. Mr. Rudman is 65 years old and his
address is 1615 L Street, N.W., Suite 1300, Washington D.C. 20036.
For so long as the Fund's plans described in the sections captioned
"Service Plan" and "Shareholder Services Plan" remain in effect, the
Trustees of the Fund who are not "interested persons" of the Fund, as
defined in the Act, will be selected and nominated by the Trustees who are
not "interested persons" of the Fund.
Each Trustee was elected at a meeting of shareholders held on August
5, 1994. No further meetings of shareholders will be held for the purpose
of electing Trustees unless and until such time as less than a majority of
the Trustees holding office have been elected by shareholders, at which
time the Trustees then in office will call a shareholders' meeting for the
election of Trustees. Under the Act, shareholders of record of not less
than two-thirds of the outstanding shares of the Fund may remove a Trustee
through a declaration in writing or by vote cast in person or by proxy at
a meeting called for that purpose. The Trustees are required to call a
meeting of shareholders for the purpose of voting upon the question of
removal of any such Trustee when requested in writing to do so by the
shareholders of record of not less than 10% of the Fund's outstanding
shares.
Trustees are entitled to receive an annual retainer and a per meeting
fee and reimbursement for their expenses. Emeritus Board members are
entitled to receive an annual retainer and a per meeting fee of one-half
the amount paid to them as Board members. The aggregate amount of
compensation payable to each Trustee by the Fund for the fiscal year ended
July 31, 1995, and by all other funds in the Dreyfus Family of Funds for
which such person is a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation) for the year
ended December 31, 1994, were as follows:
<TABLE>
<CAPTION>
(3) (5)
(2) Pension or (4) Total Compensation
(1) Aggregate Retirement Benefits Estimated Annual from Fund and
Name of Board Compensation from Accrued as Part of Benefits Upon Fund Complex Paid
Member Fund(1)(2) Fund's Expenses Retirement to Board Member
------------- ----------------- -------------------- --------------- ------------------
<S> <C> <C> <C> <C>
David W. Burke $5,000 none none $36,311* (52)
Isabel P. Dunst $5,000 none none $40,692** (7)
Lyle E. Gramley $5,000 none none $40,692** (7)
Warren B. Rudman $5,000 none none $76,544*** (17)
_________________________________________
(1) Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $249.02 for all Trustees as a group.
(2) The aggregate compensation payable to each Trustee by the Fund was
paid by the Manager and not the Fund.
(*) $8,413 of this amount was paid by the Manager.
(**) The total compensation payable by the Fund and Fund Complex was paid by
the Manager.
(***) $46,942 of this amount was paid by the Manager.
</TABLE>
Officers of the Fund
- --------------------
MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating
Officer and a Director 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., the ultimate parent company of
which is Boston Institutional Group, 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 -
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. 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 Spring Industries Inc. He is 33 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.
JOSEPH F. TOWER, III, Assistant Treasurer. 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. Assistant Treasurer of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From 1984 to July 1994, he held the
position of Assistant Vice President in the Mutual Fund Accounting
Department of the Manager and was an officer of several investment
companies advised or administered by 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. She is 50 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Trustees and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of beneficial interest outstanding on September 26,
1995.
The following shareholders are known by the Fund to own of record 5%
or more of the Fund's Class B shares of beneficial interest outstanding on
September 26, 1995: (1) Credit Suisse, Church Street Station, P.O. Box
3700, New York, NY 10008-3700 (32.09%); (2) First Interstate Bank of
Utah, 5416 West Amelia Earhart Drive, P.O. Box 25297, Salt Lake City, Utah
84125-0297 (18.31%); (3) Mellon Bank Automated Investment Service Account,
3 Mellon Bank Center, Pittsburgh, PA 15259 (13.62%); (4) Amalg & Co., 1
West Monroe Street, Chicago IL 60603-5384 (9.23%); and (5) Crestar Bank,
919 East Main Street, Richmond, VA 23219-4625 (8.92%). A shareholder who
beneficially owns, directly or indirectly, more than 25% of the Fund's
voting securities may be deemed a "control person" (as defined in the Act)
of the Fund.
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 Trustees 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 Trustees 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.
Shareholders approved the Agreement on August 5, 1994, and the Board of
Trustees, including a majority of the Trustees who are not "interested
persons" of any party to the Agreement, last voted to approve the
Agreement at a meeting held on May 24, 1995. The Agreement is terminable
without penalty, on not more than 60 days' notice, by the Fund's Board of
Trustees or by vote of the holders of a majority of the Fund's shares, or,
on not less than 90 days' notice, 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 and Chief Executive Officer; W. Keith
Smith, Vice Chairman of the Board; Robert E. Riley, President, Chief
Operating Officer and a director; Stephen E. Canter, Vice Chairman, Chief
Investment Officer and a director; Lawrence S. Kash, Vice Chairman-
Distribution and a director; Philip L. Toia, Vice Chairman-Operations and
Administration and a director; Barbara E. Casey, Vice President-Dreyfus
Retirement Services; Diane M. Coffey, Vice President-Corporate
Communications; Elie M. Genadry, Vice President-Institutional Sales;
William G. Glavin, Jr., Vice President-Corporate Development; Henry D.
Gottmann, Vice President-Retail Sales and Service; Mark, N. Jacobs, Vice
President-Legal and Secretary; Daniel C. Maclean, Vice President and
General Counsel; Jeffrey N. Nachman, Vice President-Mutual Fund
Accounting; Andrew S. Wasser, Vice President-Information Services;
Katherine C. Wickham, Vice President-Human Resources; Maurice Bendrihem,
Controller; Elvira Oslapas, Assistant Secretary; and Mandell L. Berman,
Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Green, 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 Trustees. 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 Fort, Bernard W. Kiernan, Jr., Garitt
Kono and Patricia A. Larkin. The Manager also maintains a research
department with a professional staff of securities analysts who provide
research services for the Fund as well as for other funds advised by the
Manager. All purchases and sales are reported for the Board's review at
the meeting subsequent to such transactions.
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 and certain other required
services to the Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
As compensation for the Manager's services under the Agreement, the
Fund has agreed to pay the Manager a monthly management fee at the annual
rate of .20 of 1% of the value of the Fund's average daily net assets.
All fees and expenses are accrued daily and deducted before declaration of
dividends to investors. The management fees payable for the fiscal years
ended July 31, 1993 and 1994 were $6,734,924 and $4,804,128, respectively.
These amounts were reduced pursuant to an undertaking by the Manager,
resulting in net management fees paid for such fiscal years of $5,234,732
and $4,599,547, respectively. The management fee paid for the fiscal year
ended July 31, 1995 was $3,914,096.
Unless the Manager gives the Fund's investors at least 90 days'
notice to the contrary, the Manager, and not the Fund, will be liable for
Fund expenses (exclusive of taxes, brokerage, interest on borrowings and
(with the prior written consent of the necessary state securities
commissions) extraordinary expenses) other than the following expenses,
which will be borne by the Fund: (i) the management fee payable by the
Fund monthly at the annual rate of .20 of 1% of the Fund's average daily
net assets and (ii) as to Class B shares only, payments made pursuant to
the Fund's Service Plan at the annual rate of .25 of 1% of the value of
the average daily net assets of Class B. See "Service Plan".
In addition, the Agreement provides that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the
management fee, exceed 1-1/2% of the value of the Fund's average net assets
for the fiscal year, the Fund may deduct from the payment to be made to
the Manager under the Agreement, or the Manager will bear, such excess
expense. Such deduction or payment, if any, will be estimated on a daily
basis, and reconciled and effected or paid, as the case may be, on a
monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
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. In some states, banks
or other financial institutions effecting transactions in Fund shares may
be required to register as dealers pursuant to state law.
Using Federal Funds. The Shareholder Services Group, Inc., the
Fund's transfer and dividend disbursing agent (the "Transfer Agent"), or
the Fund may attempt to notify the investor upon receipt of checks drawn
on banks that are not members of the Federal Reserve System as to the
possible delay in conversion into Federal Funds and may attempt to arrange
for a better means of transmitting the money. If the investor is a
customer of a securities dealer, bank or other financial institution and
his order to purchase Fund shares is paid for other than in Federal Funds,
the securities dealer, bank or other financial institution, acting on
behalf of its customer, will complete the conversion into, or itself
advance, Federal Funds generally on the business day following receipt of
the customer order. The order is effective only when so converted and
received by the Transfer Agent. An order for the purchase of Fund shares
placed by an investor with a sufficient Federal Funds or cash balance in
his brokerage account with a securities dealer, bank or other financial
institution will become effective on the day that the order, including
Federal Funds, is received by the Custodian.
SERVICE PLAN
(CLASS B ONLY)
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Service
Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the Act provides, among other things, that an investment
company may bear expenses of distributing its shares only pursuant to a
plan adopted in accordance with the Rule. The Fund's Board of Trustees
has adopted such a plan (the "Service Plan") with respect to the Fund's
Class B shares. Pursuant to the Plan, the Fund (a) reimburses the
Distributor for distributing Class B shares and (b) pays the Manager,
Dreyfus Service Corporation, a wholly-owned subsidiary of the Manager, and
any affiliate of either of them (collectively, "Dreyfus") for advertising
and marketing Class B shares and for providing certain services to the
holders of Class B shares. Under the Service Plan, the Distributor and
Dreyfus may make payments to certain financial institutions, securities
dealers and other financial industry professionals (collectively, "Service
Agents") in respect to these services. The Fund's Board of Trustees
believes that there is a reasonable likelihood that the Service Plan will
benefit the Fund and the holders of Class B shares.
A quarterly report of the amounts expended under the Service Plan,
and the purposes for which such expenditures were incurred, must be made
to the Trustees for their review. In addition, the Service Plan provides
that it may not be amended to increase materially the costs which holders
of Class B shares may bear pursuant to the Service Plan without the
approval of the holders of Class B shares and that other material
amendments of the Service Plan must be approved by the Board of Trustees
and by the Trustees 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 Service Plan or in any agreements entered into in
connection with the Service Plan, by vote cast in person at a meeting
called for the purpose of considering such amendments. The Service Plan
is subject to annual approval by such vote of the Trustees cast in person
at a meeting called for the purpose of voting on the Service Plan. The
Service Plan was so approved by the Trustees at a meeting held on May 24,
1995. The Service Plan may be terminated at any time by vote of a
majority of the Trustees who are not "interested persons" and have no
direct or indirect financial interest in the operation of the Service Plan
or in any agreements entered into in connection with the Service Plan or
by vote of the holders of a majority of Class B shares.
For the period August 24, 1994 (effective date of Service Plan)
through July 31, 1995, the Fund paid $95,150 pursuant to the Service Plan,
of which $94,040 was paid to the Distributor as reimbursement for
distributing Class B shares, and $1,110 was paid to Dreyfus for
advertising and marketing Class B shares and for providing services to
Class B shareholders.
Prior Service Plan. As of August 24, 1994, the Fund terminated its
then existing Service Plan, which provided for payments to be made to
Dreyfus Service Corporation, the Fund's distributor prior to such date,
for advertising, marketing and distributing the Fund's Class B shares at
the annual rate of .25% of the value of the average daily net assets of
Class B. For the period August 1, 1994 through August 23, 1994, the Fund
paid Dreyfus Service Corporation pursuant to such plan $3,042, of which
approximately $2,932 was for distributing Class B shares and approximately
$110 was for advertising and marketing Class B shares and for services
provided to Class B shareholders.
SHAREHOLDER SERVICES PLAN
(CLASS A ONLY)
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 (the "Plan")
pursuant to which the Fund has agreed to reimburse Dreyfus Service
Corporation for certain allocated expenses of providing personal services
and/or maintaining shareholder accounts with respect to Class A shares
only. 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.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Trustees for their review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Trustees, and by
the Trustees who are not "interested persons" (as defined in the Act) of
the Fund or the Manager and have no direct or indirect financial interest
in the operation of the Plan, by vote cast in person at a meeting called
for the purpose of considering such amendments. The Plan is subject to
annual approval by such vote of the Trustees cast in person at a meeting
called for the purpose of voting on the Plan. The Plan was so approved at
a meeting held on March 1, 1995. The Plan is terminable at any time by
vote of a majority of the Trustees who are not "interested persons" and
have no direct or indirect financial interest in the operation of the
Plan.
For the fiscal year ended July 31, 1995, no amounts were paid by the
Fund with respect to Class A shares under the Shareholder Services Plan.
See "Management Agreement".
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."
Redemption by Wire or Telephone. By using this procedure, the
investor authorizes the Transfer Agent, to act on wire or telephone
redemption instructions from any person representing himself or herself to
be an authorized representative of the investor, and reasonably believed
by the Transfer Agent to be genuine. Ordinarily, the Fund will initiate
payment for shares redeemed pursuant to this procedure on the same
business day if Dreyfus Institutional Services Division receives the
redemption request in proper form in New York by 12:00 Noon, New York
time, or in Los Angeles by 12:00 Noon, California time, on such day;
otherwise the Fund will initiate payment on the next business day.
Redemption proceeds will be transferred by Federal Reserve wire only to a
bank that is a member of the Federal Reserve System.
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 transmission:
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 inform the operator of the
Transfer Agent's answer back sign.
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 Trustees 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 Redemptions. 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 investors.
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 capital 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 Trustees has established, as a particular responsibility
within the overall duty of care owed to the Fund's investors, procedures
reasonably designed to stabilize the Fund's price per share as computed
for the purpose of purchases and redemptions at $1.00. Such procedures
include review of the Fund's portfolio holdings by the Board of Trustees,
at such intervals as it deems 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
will be 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 will be valued at fair value as
determined in good faith by the Board of Trustees.
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 Trustees. If
such deviation exceeds 1/2 of 1%, the Board of Trustees will consider
promptly what action, if any, will be initiated. In the event the Board
of Trustees 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 Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the
issuer or from an underwriter or a market maker for the securities.
Usually no brokerage commissions are paid by the Fund for such purchases.
Purchases from underwriters of portfolio securities may include a
concession paid by the issuer to the underwriter and the purchase price
paid to, and sales price received from, market makers for securities may
reflect 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 and may be selected based on their sale of Fund shares.
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.
INVESTOR SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Investor
Services."
Fund Exchanges. By using the Telephone Exchange Privilege, the
investor authorizes the Transfer Agent to act on exchange instructions
from any person representing himself or herself to be an authorized
representative of 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 will be exchanged at the net asset value next determined after
receipt of an exchange request in proper form. Shares in certificate form
are not eligible for telephone exchange.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund,
shares of Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term
Treasury Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York
Municipal Cash Management, Dreyfus Tax Exempt Cash Management and Dreyfus
Treasury Prime Cash Management. This Privilege is available only for
existing accounts. Shares will be exchanged on the basis of relative net
asset value. 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 its 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 issued in certificate form are not eligible for Auto-
Exchange.
Fund Exchanges and Dreyfus Auto-Exchange Privilege are available to
investors 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.
The Fund reserves the right to reject any exchange request in whole
or in part. The availability of Fund exchanges and Dreyfus Auto-Exchange
Privilege may be modified or terminated at any time upon notice to
investors.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the 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 July 31, 1995, the yield and effective
yield for Class A shares was 5.63% and 5.79%, respectively, and for Class
B shares was 5.39% and 5.53%, respectively. 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 the
shareholder's account, 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 1 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. The 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.
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."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
nonassessable. Fund shares have no preemptive, subscription or conversion
rights and are freely transferable.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
In early 1974, the Manager commenced offering the first money market
fund to be widely offered on a retail basis, Dreyfus Liquid Assets, Inc.
Money market mutual funds have subsequently grown into a multi-billion
dollar industry.
The Fund is a member of the Dreyfus Family of Cash Management Funds
which are designed to meet the needs of an array of institutional
investors. As of September 18, 1995, the total net assets of the Dreyfus
Family of Cash Management Funds amounted to approximately $21.3 billion.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 90 Washington Street, New York, New York 10286,
acts as custodian of the Fund's investments. First Interstate Bank of
California, 707 Wilshire Boulevard, Los Angeles, California 90017, serves
as a sub-custodian of the Fund's investments. 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 Bank of New York, First Interstate Bank of
California and The Shareholder Services Group, Inc. have no part in
determining the investment policies of the Fund or which portfolio
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 beneficial interest being sold pursuant to the Fund's
Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
<TABLE>
<CAPTION>
DREYFUS TREASURY CASH MANAGEMENT
STATEMENT OF INVESTMENTS JULY 31, 1995
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. TREASURY BILLS-55.7% PURCHASE AMOUNT VALUE
------------ ---------------- -----------------
<S> <C> <C> <C>
8/17/95............................... 5.38% $ 69,880,000 $ 69,713,219
8/31/95..... .................. 6.04 100,000,000 99,512,083
9/7/95................................ 5.41 463,887,000 461,322,248
9/14/95............................... 6.08 50,000,000 49,639,445
9/21/95.............................. 6.08 100,000,000 99,164,876
10/5/95...... ................. 6.05 15,000,000 14,841,021
12/14/95..... ................. 6.98 30,000,000 29,266,500
12/28/95..... ................. 5.49 50,000,000 48,894,917
4/4/96..... ................... 6.27 50,000,000 47,974,257
5/2/96..... ................... 5.90 100,000,000 95,745,139
5/30/96..... .................. 5.57 96,832,000 92,529,528
--------------
TOTAL U.S. TREASURY BILLS
(cost $1,108,603,233).................................... $1,108,603,233
==============
REPURCHASE AGREEMENTS-44.1%
Aubrey G. Lanston & Co., Inc.
Dated 7/31/95, due 8/1/95 in the amount of $237,038,183 (fully
collateralized by $243,005,000 U.S. Treasury Bills due 10/19/95,
value $240,072,740)...................................... 5.80% $ 237,000,000 $ 237,000,000
Barclays de Zoette Wedd Securities Inc.
Dated 7/31/95, due 8/1/95 in the amount of $8,301,337 (fully
collateralized by $8,095,000 U.S. Treasury Notes, 7.50%, due
2/29/96, value $8,428,369)............................... 5.80 8,300,000 8,300,000
J.P. Morgan Securities Inc.
Dated 7/31/95, due 8/1/95 in the amount of $250,040,278 (fully
collateralized by $252,791,000 U.S. Treasury Notes, 3.875%, due
9/30/95, value $254,084,447)............................. 5.80 250,000,000 250,000,000
Lehman Government Securities, Inc.
Dated 7/31/95, due 8/1/95 in the amount of $252,040,740 (fully
collateralized by $266,265,000 U.S. Treasury Bills from 10/12/95
to 6/27/96, value $257,218,018).................................... 5.82 252,000,000 252,000,000
UBS Securities Inc.
Dated 7/31/95, due 8/1/95 in the amount of $130,480,946 (fully
collateralized by $140,000,000 U.S. Treasury Bills due 6/27/96,
value $133,131,289)...................................... 5.78 130,460,000 130,460,000
--------------
TOTAL REPURCHASE AGREEMENTS
(cost $877,760,000)...................................... $ 877,760,000
==============
TOTAL INVESTMENTS
(cost $1,986,363,233).. .......................99.8% $1,986,363,233
======== ==============
CASH AND RECEIVABLES (NET)......................... .2% $ 3,788,727
======== ==============
NET ASSETS....... .........................100.0% $1,990,151,960
======== ===============
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JULY 31, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(including repurchase agreements of $877,760,000)-Note 1(a,b)......... $1,986,363,233
Cash.................................................................... 4,049,783
Interest receivable..................................................... 141,484
---------------
1,990,554,500
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $392,975
Due to Distributor...................................................... 9,565 402,540
----------- ---------------
NET ASSETS.................................................................. $1,990,151,960
==============
REPRESENTED BY:
Paid-in capital......................................................... $1,990,271,531
Accumulated net realized (loss) on investments.......................... (119,571)
---------------
NET ASSETS at value......................................................... $1,990,151,960
===============
Shares of Beneficial Interest Outstanding:
Class A Shares
(unlimited number of $.001 par value shares authorized)............... 1,951,221,520
===============
Class B Shares
(unlimited number of $.001 par value shares authorized)............... 39,050,012
===============
NET ASSET VALUE per share:
Class A Shares
($1,951,105,032 / 1,951,221,520 shares)............................... $1.00
=====
Class B Shares
($39,046,928 / 39,050,012 shares)..................................... $1.00
=====
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
STATEMENT OF OPERATIONS YEAR ENDED JULY 31, 1995
<S> <C> <C>
INVESTMENT INCOME:
INTEREST INCOME......................................................... $106,177,082
EXPENSES:
Management fee-Note 2(a).............................................. $3,914,096
Distribution fees (Class B shares)-Note 2(b).......................... 98,192
----------
TOTAL EXPENSES.................................................... 4,012,288
-------------
INVESTMENT INCOME-NET....................................................... 102,164,794
NET REALIZED (LOSS) ON INVESTMENTS-Note 1(b)................................ (111,052)
-------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $102,053,742
==============
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED JULY 31,
----------------------------------------
1994 1995
---------------- -------------------
<S> <C> <C>
OPERATIONS:
Investment income-net............................................. $ 76,379,549 $ 102,164,794
Net realized (loss) on investments................................ (8,519) (111,052)
---------------- ----------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........ 76,371,030 102,053,742
---------------- ----------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net:
Class A shares.................................................. (76,172,112) (100,104,947)
Class B shares.................................................. (207,437) (2,059,847)
Net realized gain on investments:
Class A shares.................................................. (43,474) ---
Class B shares.................................................. --- ---
---------------- ----------------
TOTAL DIVIDENDS............................................. (76,423,023) (102,164,794)
---------------- ----------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares.................................................. 19,349,325,990 16,731,857,418
Class B shares.................................................. 55,465,288 197,651,509
Dividends reinvested:
Class A shares.................................................. 12,706,563 23,045,530
Class B shares.................................................. 86,022 904,432
Cost of shares redeemed:
Class A shares.................................................. (19,786,003,593) (16,786,271,189)
Class B shares.................................................. (34,940,958) (180,116,281)
--------------- ----------------
(DECREASE) IN NET ASSETS FROM BENEFICIAL
INTEREST TRANSACTIONS..................................... (403,360,688) (12,928,581)
--------------- ----------------
TOTAL (DECREASE) IN NET ASSETS............................ (403,412,681) (13,039,633)
NET ASSETS:
Beginning of year................................................. 2,406,604,274 2,003,191,593
--------------- ----------------
End of year....................................................... $ 2,003,191,593 $ 1,990,151,960
=============== ==================
See notes to financial statements.
</TABLE>
DREYFUS TREASURY CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
Reference is made to Page 3 of the Fund's Prospectus dated
October 10, 1995.
DREYFUS TREASURY CASH MANAGEMENT
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 distributor of the Fund's
shares, which are sold to the public without a sales load. 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 FDI Distribution Services, Inc., a provider of mutual fund
administration services, which in turn is a wholly-owned subsidiary of FDI
Holdings, Inc., 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.
The Fund offers both Class A and Class B shares. Class B shares are
subject to a Service Plan adopted pursuant to Rule 12b-1 under the Act. Other
differences between the two Classes include the services offered to and the
expenses borne by each Class and certain voting rights.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost, which
has been determined by the Fund's Board of Trustees 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 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 custodians 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
dividends from investment income-net on each business day. Such dividends are
paid monthly. Dividends from net realized capital gains, if any, are normally
declared and paid annually, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of the Internal
Revenue Code. 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.
DREYFUS TREASURY CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(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.
At July 31, 1995, 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).
The Fund has an unused capital loss carryover of approximately $22,500
available for Federal income tax purposes to be applied against future net
securities profit, if any, realized subsequent to July 31, 1995. The
carryover does not include net realized securities losses from November 1,
1994 through July 31, 1995 which are treated, for Federal income tax
purposes, as arising in fiscal 1996. If not applied, the carryover expires in
fiscal 2003.
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .20 of 1% of the average
daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, brokerage, interest
on borrowings and extraordinary expenses, exceed 1 1/2% of the average value
of the net assets for any full fiscal year.
Currently, due to an undertaking, the Manager, and not the Fund, is
liable for all expenses of the Fund (excluding certain expenses as described
above) other than management fee, and with respect to the Fund's Class B
shares, Rule 12b-1 Service Plan expenses.
The Manager may modify the existing undertaking provided that the Fund's
shareholders are given 90 days prior notice.
(B) On August 5, 1994, Fund shareholders approved a revised Class B
Service Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Pursuant to
the Plan, effective August 24, 1994, the Fund
(a) reimburses the Distributor for distributing the Fund's Class B shares and
(b) pays The Dreyfus Corporation and Dreyfus Service Corporation, a
wholly-owned subsidiary of the Manager, and their affiliates (collectively
"Dreyfus") for advertising and marketing relating to the Fund's Class B
shares and for providing certain services relating to Class B 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 ("Servicing"), at an aggregate annual
rate of .25 of 1% of the value of the Fund's Class B shares average daily net
assets. Both the Distributor and Dreyfus may pay one or more Service Agents a
fee in respect of the Fund's Class B shares owned by the shareholders with
whom the Service Agent has a servicing relationship or for whom the Service
Agent is the dealer or holder of record. Both the Distributor and Dreyfus
determine the amounts, if any, to be paid to the Service Agents under the
Plan and the basis on which such payments are made. The fees payable under
the Plan are payable without regard to actual expenses incurred.
DREYFUS TREASURY CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
During the period from August 1, 1994 through August 23, 1994, the Fund's
Service Plan ("prior Class B Service Plan") provided that the Fund pay
Dreyfus Service Corporation at an annual rate of .25 of 1% of the value of
the Fund's Class B shares average daily net assets, for costs and expenses in
connection with advertising, marketing and distributing Class B shares and
for providing certain services to holders of Class B shares. Dreyfus Service
Corporation made payments to one or more Service Agents based on the value of
the Fund's Class B shares owned by clients of the Service Agent.
During the year ended July 31, 1995, $95,150 was charged to the Fund
pursuant to the Plan and $3,042 was charged to the Fund pursuant to the prior
Class B Service Plan.
(C) Prior to August 24, 1994, certain officers and trustees of the Fund
were "affiliated persons," as defined in the Act, of the Manager and/or
Dreyfus Service Corporation. Each trustee who is not an "affiliated person"
receives an annual fee of $3,000 and an attendance fee of $500 per meeting.
DREYFUS TREASURY CASH MANAGEMENT
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS TREASURY CASH MANAGEMENT
We have audited the accompanying statement of assets and liabilities of
Dreyfus Treasury Cash Management, including the statement of investments, as
of July 31, 1995, 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 July 31, 1995 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 Treasury Cash Management at July 31, 1995, 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 SIGNATURE LOGO)
Dreyfus Treasury Cash Management
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, with respect to Class A
shares, for each of the nine fiscal years ended July 31,
1995 and, with respect to Class B shares, for the period
January 10, 1994 (commencement of initial offering) through
July 31, 1994 and for the fiscal year ended July 31, 1995.
Included in Part B of the Registration Statement:
Statement of Investments-- July 31, 1995
Statement of Assets and Liabilities-- July 31, 1995
Statement of Operations--year ended July 31, 1995
Statement of Changes in Net Assets--for each of the
years ended July 31, 1994 and July 31, 1995
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors,
dated August 31, 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 Amended and Restated Agreement and Declaration of
Trust is incorporated by reference to Exhibit (1) of Post
Effective Amendment No. 9 to the Registration Statement on Form
N-1A, filed on September 30, 1993.
(2) Registrant's By-Laws.
(4) Specimen certificate for the Registrant's securities is
incorporated by reference to Exhibit (4) of the Registration
Statement on Form N-1A, filed on June 30, 1986.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 10 to the Registration Statement
on Form N-1A, filed on September 29, 1994.
(6) Distribution Agreement is incorporated by reference to Exhibit
(6) of Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A, filed on September 29, 1994.
(8)(a) Amended and Restated Custody Agreement.
(8)(b) Sub-Custodian Agreements.
(9) Shareholder Service Plan.
(10) Opinion and consent of Registrant's counsel.
(11) Consent of Independent Auditors.
(15) Service Plan is incorporated by reference to Exhibit (15) of
Post-Effective Amendment No. 10 to the Registration Statement on
Form N-1A, filed on September 29, 1994.
(16) Schedules of Computation of Performance Data for Class A and B
shares is incorporated by reference to Exhibit 16 of Post-
Effective No. 10 to the Registration Statement on Form N-1A,
filed on September 29, 1994.
(18) Rule 18f-3 Plan.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors are incorporated by
reference to Other Exhibits (a) of Post-Effective
Amendment No. 10 to the Registration Statement on Form
N-1A, filed on September 29, 1994.
(b) Power of Attorney of the Principal Executive, Financial
and Accounting Officer is incorporated by reference to
Other Exhibits (b) of Post-Effective Amendment No. 10
to the Registration Statement on Form N-1A, filed on
September 29, 1994.
(c) Certificate of Secretary is incorporated by reference
to Other Exhibits (c) of Post-Effective Amendment
No. 10 to the Registration Statement on Form N-1A,
filed on September 29, 1994.
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 September 26, 1995
______________ _____________________________
Shares of Beneficial Interest
(Par value $.001)
Class A . . . . . . . . . . . . . 257
Class B . . . . . . . . . . . . . 28
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 27 of Part C of
the Registration Statement on Form N-1A, filed on June 30, 1986.
Item 27. Indemnification - (continued)
_______ _______________
Reference is also made to the Distribution Agreement attached as
Exhibit (6) of Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A, filed on September 29, 1994.
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, manager and distributor 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, Former Executive Vice President:
and a Director Prudential Investment Corporation
751 Board Street
Newark, New Jersey 07102
STEPHEN E. CANTER Former Chairman and Chief Executive Officer:
Vice Chairman and Kleinwort Benson Investment Management
Chief Investment Officer, Americas Inc.*
and a Director Director:
The Dreyfus Trust Company++
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++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Director:
Dreyfus Precious Metals, Inc.*;
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, Inc.***;
The Truepenny Corporation*;
PHILIP L. TOIA Formerly, Senior Vice President:
(cont'd) The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
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;
Dreyfus Service Corporation*
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, Inc.*
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 Acquisition Corporation*;
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director, Vice President and Treasurer:
Lion Management, Inc.*;
Director:
The Dreyfus Trust Company++;
Secretary:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*
JEFFREY N. NACHMAN None
Vice President-Mutual Fund
Accounting
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
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
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
Legal and Secretary Secretary:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation
Services One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
Dreyfus Service Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
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 131 Second Street, Lewes,
Delaware 19958.
+ 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 GNMA Fund, Inc.
26) Dreyfus Government Cash Management
27) Dreyfus Growth and Income Fund, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) Dreyfus Investors GNMA Fund
35) The Dreyfus/Laurel Funds, Inc.
36) The Dreyfus/Laurel Funds Trust
37) The Dreyfus/Laurel Tax-Free Municipal Funds
38) The Dreyfus/Laurel Investment Series
39) The Dreyfus Leverage Fund, Inc.
40) Dreyfus Life and Annuity Index Fund, Inc.
41) Dreyfus LifeTime Portfolios, 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) The Dreyfus Third Century Fund, Inc.
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) Pacifica Funds Trust -
Pacific American Money Market Portfolio
Pacific American U.S. Treasury Portfolio
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 Global Investing, Inc.
94) Premier GNMA Fund
95) Premier Growth Fund, Inc.
96) Premier Municipal Bond Fund
97) Premier New York Municipal Bond Fund
98) 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 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 trustee or trustees when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of beneficial interest 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 certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 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 3rd day of October, 1995.
Dreyfus Treasury Cash Management
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 dates indicated.
Signatures Title Date
__________________________ _____________________________ ________
/s/Marie E. Connolly* President and Treasurer 10/03/95
Marie E. Connolly (Principal Executive, Financial
and Accounting Officer)
/s/David W. Burke* Trustee 10/03/95
David W. Burke
/s/Isabel P. Dunst* Trustee 10/03/95
Isabel P. Dunst
/s/Lyle E. Gramley* Trustee 10/03/95
Lyle E. Gramley
/s/Warren B. Rudman* Trustee 10/03/95
Warren B. Rudman
*BY: Eric B. Fischman*
Attorney-in-Fact
INDEX OF EXHIBITS
ITEM
(2) Registrant's By-Laws.....................................
(8)(a) Amended and Restated Custody Agreement...................
(8)(b) Sub-Custodian Agreement..................................
(9) Shareholder Services Plan................................
(10) Opinion and consent of Registrant's counsel..............
(11) Consent of Independent Auditors..........................
(18) Rule 18f-3 Plan..........................................
BY-LAWS
OF
DREYFUS TREASURY CASH MANAGEMENT
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, 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 a 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 in their discretion appoint.
Officers 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 cash 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 a
they may deem desirable or as may from time to time be
required by the Trustees.
ARTICLE 6
Fiscal Year
Except as from time to time otherwise provided
by the Trustees, the fiscal year of the Trust shall end
on the last day of July in each year.
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, 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
wilful 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 undertaking, (b) the Trust shall be insured against
losses arising by reason of such Covered Person's
failure to fulfill his 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 wilful 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 wilful 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 wilful
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
wilful 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 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 Trust shall have obtained a
reasonable determination, based upon a
review of 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 the Trust shall have (i) received
an undertaking by or on behalf of such
person to repay the advance unless it is
entitled to indemnification and 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 of
shares, but not a meeting of all shareholders of the
Trust, then only the shareholders of such one or more
series 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, at the applicants'
expense, 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 purposes of
determining the shareholders of any series 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
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 at 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 meetings 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.
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: July 29, 1986
AMENDED AND RESTATED CUSTODY AGREEMENT
Amended and Restated Custody Agreement made as
of August 18, 1989 between DREYFUS TREASURY CASH
MANAGEMENT, a business trust organized and existing
under the laws of the Commonwealth of Massachusetts,
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 IT 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 Trustees 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 Trustees 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 Trustees 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 (591) 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, 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 Trustees 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
beneficial interest 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
Trustees 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 Trustees of the Fund 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 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 Trustees
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 form 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 1 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 1 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, issued 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 l 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
consum-mation 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 b*y 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 Trustees, 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 BENEFICIAL INTEREST
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 VI, 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 Declaration of Trust 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 instruments
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 Trustees 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 Declaration of Trust.
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
responsi-bilities 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)1 (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 Trustees 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 Trustees, 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
1001*5, 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 Trustees
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 Trustees.
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.
10. This Agreement has been executed on behalf
of the Fund by the undersigned Officer of the Fund in
his capacity as an Officer of the Fund. The obligations
of this Agreement shall only be binding upon the assets
and property of the Fund and shall not be binding upon
any Trustee, Officer or shareholder of the Fund
individually.
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 TREASURY CASH MANAGEMENT
By: /s/John Pyburn
John Pyburn, Treasurer
Attest:
/s/Robert I. Frenkel
Robert I. Frenkel
THE BANK OF NEW YORK
By: /s/Donald L. Colby
Donald L. Colby
Attest:
/s/Robert W. Viets
Robert W. Viets
Appendix A
DREYFUS TREASURY CASH MANAGEMENT
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund
officers, Frank
Greene, John Bale,
Jack Pierce and
Mary Kate
Schoenberger Paul Casti, Jr.
Jeffrey Nachman
John Pyburn
Joseph DiMartino
Robert Dubuss
Joseph Connolly
Gregory Gruber Alan Eisner
Lawrence Greene
Julian Smerling
Thomas Durante
James Windels
Paul Molloy
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, Jeffery 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,
Thomas Durante, Mary Kate Schoenberger,
Jack Pierce and Claudia Delgado.
DREYFUS TREASURY CASH MANAGEMENT
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 Bank's Board to
the position set forth opposite their names and have
qualified therefor:
Name Position
Joseph S. DiMartino President and Investment Officer
Elie Genadry Senior Vice President
Donald A. Nanfeldt Senior Vice President
Ina G. Goodman Senior Vice President and Investment Officer
Monte J. Gordon Vice President and Investment Officer
Barbara L. Kenworthy Vice President and Investment Officer
Patricia A. Larkin Investment Officer
Daniel C. Maclean Vice President
John J. Pyburn Treasurer
Mark N. Jacobs Secretary
Christine Pavalos Assistant Secretary
Robert I. Frenkel Assistant Secretary
Jeffrey N. Machman Controller
/s/Mark N. Jacobs /s/John J. Pyburn
Title: Secretary 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 TREASURY CASH MANAGEMENT
Domestic Custody Fees
Basic Fee: 1/50th of 1% of the first $300,000,000,
and 1/100th of 1% of the excess over
$300,000,000 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."
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a
letter dated August 10, 1989 from Masao Yamaguchi of The
Bank of New York to Kevin Flood of Dreyfus Service
Corporation, a copy of which is annexed hereto.
The above foreign custody fees apply to the
following Global Custody Network countries:
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
[THE BANK OF NEW YORK LETTERHEAD]
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.
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.
Mr. Kevin Flood
August 10, 1989
Page 2
If you are in agreement with this fee schedule,
please sign and return the enclosed copy of this letter.
Sincerely,
_________________________
/s/Masao Yamaguchi
Approved by: _________________________
Kevin Flood
Date : _________________________
MY:to
cc: The Bank of New York Dreyfus
F. Ricciardi J. Nachman
SUB-CUSTODIAN AGREEMENT
SUB-CUSTODIAN AGREEMENT, made as of this 29th
day of July, 1986, among FIRST INTERSTATE BANK OF
CALIFORNIA, a corporation organized and existing under
the laws of the State of California, having its
principal office and place of business at 707 Wilshire
Boulevard, Los Angeles, California (hereinafter called
"FIB"), THE BANK OF NEW YORK, a corporation organized
and existing under the laws of the State of New York,
having its principal office and place of business at 48
Wall Street, New York, New York (hereinafter called the
"Custodian"), and DREYFUS TREASURY CASH MANAGEMENT, a
Massachusetts business trust registered as an investment
company under the Investment Company Act of 1940, as
amended, having its principal office and place of
business at 666 Old Country Road, Garden City, New York
(hereinafter called the "Fund").
W I T N E S S E T H
WHEREAS, the Custodian has been appointed and
acts as the custodian of the securities and cash of the
Fund;
WHEREAS, the Fund desires to provide
additional opportunities for investors to purchase
shares of beneficial interest of the Fund and accrue
dividends on the date of purchase;
WHEREAS, the Fund desires the Custodian to
appoint FIB as its sub-custodian in order to provide
such opportunities;
WHEREAS, the Custodian agrees to appoint FIB
as its sub-custodian to receive and hold a portion of
the securities and moneys owned from time to time by the
Fund and to perform other services as provided herein;
and
WHEREAS, FIB agrees to act as sub-custodian as
herein set forth;
NOW, THEREFORE, the Custodian, FIB, and the
Fund, on behalf of themselves and their respective
successors and assigns, hereby agree as follows:
I.
APPOINTMENT OF SUB-CUSTODIAN
1. The Custodian hereby constitutes and
appoints FIB as sub-custodian of such securities and
moneys as may from time to time be received by FIB in
connection with sales of shares of the Fund, delivered
to FIB by the Custodian, received by FIB in connection
with the purchase or sale of securities by the Fund, or
received with respect to securities of the Fund held by
FIB hereunder.
2. FIB hereby accepts appointment as such
sub- custodian and agrees to perform the duties thereof
as hereinafter set forth.
II.
CUSTODY OF CASH AND SECURITIES
1. The Custodian will deliver or cause to be
delivered to FIB from time to time certain of the
securities and monies owned by the Fund. FIB will not
be responsible for such Securities and such monies or
for any other monies or securities to be held hereunder
until actually received by it. The Custodian shall
instruct FIB from time to time in its sole discretion,
by means of a certificate, notice or written instruction
signed in the Custodian's name by an officer thereof as
to the manner in which and in what amounts such
securities and moneys are to be deposited on behalf of
the Fund in the Book-Entry System (such term as used
throughout this Sub-custodian Agreement being defined in
Article VIII) and, specifically allocated on the books
of FIB to the separate account for the Fund provided,
however, that in connection with the purchase or sale of
securities the Fund shall instruct FIB by means of the
oral instructions of an authorized person (such term as
used throughout this Subcustodian Agreement being
defined in Article VIII) as to the manner in which and
in what amount such securities and moneys are to be
deposited on behalf of the Fund in the Book-Entry
System; and provided further, however, that prior to any
deposit of securities of the Fund in the Book-Entry
System, including a deposit in connection with the
settlement of a purchase or sale, FIB shall have
received a certified resolution of the Fund's Board of
Trustees specifically approving, authorizing and
instructing FIB 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. Securities and moneys of the
Fund deposited in the Book-Entry System will be
represented in accounts which include only assets held
by FIB for customers, including but not limited to
accounts in which FIB acts in a fiduciary or
representative capacity.
2. FIB shall establish and maintain a
separate account in the name of the Fund and credit
thereto all moneys received for the account of the Fund.
Moneys credited to the separate account for the Fund
shall be disbursed by FIB only:
(a) In payment for Securities purchased
for the Fund, as provided in Article III hereof;
(b) In payment for the redemption of
shares of the Fund, as provided in Article IV hereof; or
(c) Pursuant to certificates, notices or
Written Instructions of the Custodian, signed in its
name by an officer, setting forth the name and address
of the person to whom payment is to be made (which may
be the Custodian), the amount to be paid, and the
purpose for which payment is to be made.
3. On each business day FIB shall furnish
the Custodian with a written statement (i) summarizing
all transactions and entries for the account of the Fund
effected the immediately preceding business day, and
(ii) confirming any purchase or sale of securities on
such preceding business day. At least monthly and from
time to time FIB shall render to the Custodian a
de-tailed statement of the securities and monies held
for the fund under this Agreement. In connection with
any purchase or sale of securities, FIB shall 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 FIB (or its
nominee) or shown on FIB's account on the books of the
Book-Entry System.
4. All securities held by FIB 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 FIB 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 FIB, as FIB may from time to time determine,
or in the name of the Book-Entry System or its nominee
or nominees. The Custodian agrees to furnish to FIB
appropriate instruments to enable FIB 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 any securities which may be held for
the Fund and which may from time to time be registered
in the name of the Fund. FIB shall hold all such
securities which are specifically allocated to the Fund
and not held in the Book-Entry System in a separate
account in the name of the Fund physically segregated at
all times from those of any other person or persons.
5. Unless otherwise instructed to the
contrary by a certificate signed in the name of the
Custodian by an officer, FIB by itself or through the
use of the Book-Entry System shall with respect to all
securities held for the Fund in accordance with this
Agreement:
(a) Collect all income due or payable;
(b) Present for payment and collect the
amount payable upon all securities which may mature or
be called, redeemed, or retired, or otherwise become
payable;
(c) Surrender securities in temporary
form for definitive securities;
(d) Execute, as sub-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
(e) Receive and hold directly or through
the Book-Entry System hereunder for the account of the
Fund all stock dividends, rights and similar securities
issued with respect to any securities held by FIB
hereunder.
6. Upon receipt of a certificate signed in
the name of the Custodian by an officer, and not
otherwise, FIB directly or through the use of the
Book-Entry System or the Depository shall:
(a) Execute and deliver to such person
as may be designated in such certificate proxies,
consents, authorizations, and any other instruments
whereby the authority of the Fund as the beneficiary
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, and receive and hold hereunder any cash or
other securities received in exchange;
(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 deposits, interim receipts or other
instruments or documents as may be issued 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 certificate to be for the
purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Deliver any securities held for the
Fund to the Custodian.
III.
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of
securities by the Fund for which the Fund intends FIB to
act as sub-custodian, an authorized person of the Fund
shall, prior to 1:00 pm., Pacific Coast Time, give oral
instructions to FIB specifying with respect to each such
purchase: (a) the name of the issuer and 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, (g) whether
such purchase is to be settled through the Book-Entry
System, and (h) whether the securities purchased are to
be deposited in the Book-Entry System. FIB shall upon
receipt of securities purchased by or for the Fund pay
out of the moneys held for the account the total amount
payable upon such purchase, provided that the same
conforms to the total amount payable specified in the
oral instructions. Purchases directed to be placed by
FIB shall be made through its Bond Department.
2. Promptly after each sale of Securities
held by FIB as sub-custodian for the Fund, an authorized
person of the Fund shall, prior to 1:00 p.m., Pacific
Coast Time, give oral instructions to FIB specifying
with respect to each such sale; (a) the name of the
issuer and title of the securities, (b) the number of
shares or the principal amount sold, and accrued
interest, if any, (c) the dates of sale and settlement,
(d) the sale price per unit, (e) the total amount
payable to the Fund upon such sale, (f) the name of the
person to whom or the broker through whom the sale was
made, and (g) whether such sale is to be settled through
the Book-Entry System. FIB 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 specified in such oral
instructions. Subject to the foregoing, FIB shall
accept payment in Federal Funds or in such other form,
if any, as may be specified in such oral instructions,
and may deliver Securities and arrange for payment in
accordance with the customs prevailing among dealers in
securities. Sales directed to be purchased by FIB shall
be made through its Bond Department.
IV.
SALE AND REDEMPTION OF SHARES OF BENEFICIAL INTEREST
1. FIB shall accept Federal Funds wired to
it by an investor for the purchase of shares of the Fund
if, but only if, such wire is received by FIB prior to
4:00 p.m., Pacific Coast Time, and specifies: (a) the
name in which such shares are to be registered and (b)
the account number of such registered owner, if
previously assigned, or the address of such registered
owner if no account number has been previously assigned.
FIB shall credit Federal Funds accepted in accordance
with this paragraph prior to 12:00 noon, Pacific Coast
Time, to the separate account maintained in the name of
the Fund. Funds accepted on or after 12:00 noon,
Pacific Coast Time, will be credited to the Fund's
designated demand deposit account and will be credited
to a separate account in the name of the Fund on the
next business day prior to 12:00 noon, Pacific Coast
Time. If so requested by the investor, FIB will by
telephone or return wire confirm the receipt of Federal
Funds to the investor.
2. FIB shall accept written instructions
given on behalf of the Dreyfus Service Corporation
("Service"), the distributor of shares of the Fund and
its principal underwriter, by an authorized person
directing the redemption of shares of the Fund if, but
only if, such written instructions are received by FIB
prior to its regular close of business and specify: (a)
the name of the registered owner of the shares to be
redeemed, (b) the dollar value of shares to be redeemed,
or that all the shares in the account are to be
redeemed, and (c) the name, address, and institutional
account number to which payment for such shares is to be
wired.
3. Federal Funds in an amount equal to the
dollar value of shares specified in written instructions
received pursuant to the preceding paragraph shall be
wired to the institutional account number specified in
such written instructions as follows:
(a) On the same day such written
instructions were received by FIB provided such written
instructions were received by FIB prior to 12:00 noon,
Pacific Coast Time, or
(b) In all other cases on the
immediately succeeding business day prior to 12:00 noon,
Pacific Coast Time.
4. Except to the extent provided in this
Article, FIB shall not be obligated or authorized to
act, and shall not act, in response to any request or
instructions for the purchase or redemption of shares of
the Fund.
V.
DAILY REPORTS BY SUB-CUSTODIAN
1. Between 8:15 a.m. and 1:00 p.m., Pacific
Coast Time, or as soon as possible thereafter on each
business day FIB shall by telecopier or other similar
device:
(a) Transmit to the Custodian copies of
all wires received by FIB from investors and written
instructions received by FIB from Service before 12:00
noon, Pacific Coast Time, on such day in connection with
the purchase or sale of shares of the Fund after
indicating thereon the date and Pacific Coast Time of
receipt, and
(b) Advise the Custodian of (i) the
aggregate dollar amount of Federal Funds wired to and
accepted by FIB prior to 12:00 noon, Pacific Coast Time,
on such day, (ii) the aggregate dollar amount of Federal
Funds wired or to be wired by FIB to investors on such
business day in accordance with the written instructions
of Service directing the redemption of shares of the
Fund received prior to 12:00 noon, Pacific Coast Time,
on such day, and, (iii) the aggregate dollar amount of
Federal Funds wired to and accepted by FIB subsequent to
12:00 noon, Pacific Coast Time, on the immediately
preceding business day.
2. Between 12:00 noon and 12:30 p.m.,
Pacific Coast Time, on each business day FIB shall
orally advise the Fund of: (i) the aggregate dollar
amount of Federal Funds wired to and accepted by FIB
prior to 12:00 noon, Pacific Coast Time, on such day,
and (ii) the aggregate dollar amount of Federal Funds
wired or to be wired to investors on such business day
by FIB in connection with the redemption of shares of
the Fund in accordance with the provisions of Article
IV.
3. Between 1:00 p.m. and 1:30 p.m., Pacific
Coast Time, on each business day FIB shall by means of a
telecopier or other similar device:
(a) Confirm to the Custodian each
purchase of securities by the Fund settled by FIB on
such day for which FIB is acting as sub-custodian,
specifying (i) the name of the issuer and title of the
securities, (ii) the number of shares or the principal
amount purchased and accrued interest, if any, (iii) the
purchase price per unit, and (iv) the total amount paid
upon such purchase; and
(b) Confirm to the Custodian each sale
by the Fund of securities settled by FIB as
sub-custodian specifying (i) the name of the issuer and
the title of the securities, (ii) the number of shares
or the principal amount sold, and accrued interest, if
any, (iii) the sale price per unit, and (iv) the total
amount paid to FIB upon such sale.
4. Between 8:15 am. and 1:00 p.m., Pacific
Coast Time, on each business day FIB shall by telecopier
or other similar device transmit to the Custodian, after
indicating thereon the date and Pacific Coast Time of
receipt, copies of (i) wires received by FIB from
investors subsequent to 12:00 noon, Pacific Coast Time,
on the immediately preceding business day and (ii)
written instructions received by FIB from Service
subsequent to 12:00 noon, Pacific Coast Time, on the
immediately preceding business day in connection with
the purchase or sale of shares of the Fund.
VI.
OVERDRAFTS OR INDEBTEDNESS
1. If FIB should in its sole discretion
advance funds on behalf of the Fund which results in an
overdraft because the moneys held by FIB in a separate
account in the name of the Fund shall be insufficient to
pay the total amount payable upon purchase of securities
as set forth in Oral Instructions issued pursuant to
Article III or which results in
an overdraft in the account for some other reasons, or
if the Fund is for any other reason indebted to FIB,
such overdraft or indebtedness shall be deemed to be a
loan made by FIB 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 1/2% over FIB's prime commercial
lending rate in effect from time to time, such rate to
be adjusted on the effective date of any change in such
prime commercial lending rate but in no event to be less
than 6% per annum. Any such overdraft or indebtedness
shall be reduced by an amount equal to the total of all
amounts due the separate account in the name of the Fund
which have not been collected by FIB on behalf of such
separate account when due because of the failure of FIB
to make a timely demand or presentation for payment. In
addition thereto the Fund hereby agrees that FIB 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 FIB's possession or control or in possession
or control of any third party acting in FIB's behalf.
The Fund authorizes FIB, 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 FIB's books.
VII.
CONCERNING THE CUSTODIAN AND SUB-CUSTODIAN
1. The Custodian, its successors and
assigns, shall at all times fully indemnify and save
harmless FIB, its successors and assigns, from any and
all liability whatsoever which may arise in connection
with this Agreement, except for any liability arising
out of the negligence, bad faith or willful misconduct
of FIB or its agents, officers, servants or employees.
Except as hereinafter provided, FIB, its successors and
assigns, shall at all times fully indemnify and save
harmless the Custodian, its successors and assigns, from
any liability arising out of the negligence, bad faith
or willful misconduct of FIB or its agents, officers,
servants, or employees. FIB may, with respect to
questions of law, apply for and obtain the advice and
opinion of counsel to the Custodian or of its own
counsel, initially at the expense of the Custodian, and
shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such
advice or opinion. FIB shall be liable to the Custodian
for any loss or damage resulting from the use of the
Book-Entry System arising by reason of any negligence,
misfeasance or misconduct on the part of FIB or any of
its employees or agents.
2. Without limiting the generality of the
foregoing, FIB shall be under no obligation to inquire
into, and shall not be liable for:
(a) The validity of the issue of any
securities purchased by or for the Fund, the legality of
the purchase thereof, or the propriety of the amount
paid therefor;
(b) The legality of the sale of any
securities by or for the Fund, or the propriety of the
amount for which the same are sold;
(c) The legality of the issue or sale of
any shares of the Fund, or the sufficiency of the amount
to be received therefor; or
(d) The legality of the redemption of
any shares of the Fund, or the propriety of the amount
to be paid therefor.
3. FIB shall not be liable for, or
considered to be the sub-custodian of, any money,
whether or not represented by check, draft, or other
instrument for the payment of money, until FIB 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.
4. FIB 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
signed in the name of the Custodian by any officer, and
(ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection
with any such action.
5. FIB 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 may properly be held by the Fund under
the provisions of its Declaration of Trust.
6. FIB shall be entitled to receive and the
Custodian agrees to pay to FIB, such compensation and
expenses as may be agreed upon from time to time between
FIB and the Custodian. The Fund agrees to reimburse the
Custodian for compensation hereunder paid to, and
expenses hereunder paid to or borne by the Custodian on
behalf of, FIB. FIB may charge such compensation and
any expenses incurred by it in the performance of its
duties pursuant to such agreement against any money held
by it for the account of the Fund if but only if the
Custodian has failed to pay by the 30th day of any month
the amount specified in a detailed statement received
from FIB not later than the 20th day of such month
setting forth charges with respect to the immediately
preceding month. FIB shall also be entitled to charge
against any money held by it for the account for 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 if but only if the same is not promptly paid
by the Custodian upon delivery to the Custodian of a
detailed statement.
7. FIB shall be entitled to rely upon (i)
any certificate, written instruction, notice or other
instrument in writing received by it and reasonably
believed by it to be genuine and to be signed in the
Custodian's name by an officer thereof; (ii) any written
instructions given in the name of Service by an
authorized person, or any wire from an investor pursuant
to Article IV hereof; and (iii) any oral instructions
received by FIB pursuant to Article III hereof with
regard to the purchase or sale of securities and
reasonably believed by FIB to be genuine and given by an
authorized person of the Fund. The Fund agrees to
forward to FIB a certificate or facsimile thereof,
signed on behalf of the Fund by two authorized persons,
confirming oral instructions or written instructions in
such manner so that such certificate is received by FIB,
whether by hand delivery, telecopier or other similar
device, or otherwise, by the close of business on the
same day such oral instructions or written instructions
are given. The Fund agrees that the fact that such
confirming certificate is not so received by FIB shall
in no way affect the validity or enforceability of the
transactions hereby authorized by the Fund. The Fund
agrees that FIB shall incur no liability to the Fund in
acting upon oral instructions or written instructions
given to FIB hereunder concerning such transactions
provided such instructions reasonably appear to have
been received from an authorized person.
8. The books and records of FIB shall be
open to inspection and audited at reasonable times by
officers and auditors employed by the Custodian and/or
the Fund. FIB shall provide the fund and the Custodian
with any report obtained by it on the system of internal
accounting control of the Book-Entry System and with
such reports on its own system of internal accounting
control as the Fund and/or Custodian may reasonably
request from time to time.
9. The Fund, its successors and assigns,
shall at all times fully indemnify and save harmless the
Custodian, its successors and assigns, from any
liability or expense whatsoever, including attorney's
fees, which may arise in connection with this Agreement,
except for the failure of the Custodian to perform the
things to be done by it under this Agreement, and except
to the extent the Custodian is indemnified by FIB
pursuant to this Agreement. The Custodian may, with
respect to questions of law, 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.
10. Without limiting the generality of the
foregoing, the Custodian shall be entitled to rely on
the validity, accuracy, and genuineness of (i) wires and
written instructions of which copies are transmitted to
the Custodian by FIB, and such copies; (ii) oral advices
received from FIB and (iii) telecopier or similar
communications received from FIB confirming purchases
and sales of securities by the Fund.
11. The Fund shall forward to the Custodian
copies of each certificate or facsimile thereof signed
on behalf of the Fund by two authorized persons,
confirming oral instructions or written instructions
given by the Fund pursuant to this Agreement in such
manner so that each such confirming certificate is
received by the Custodian, whether by hand delivery,
telecopier or other similar device, or otherwise, by the
close of business of the same day that such oral
instructions or written instructions are given. The
Fund agrees that the fact that such confirming
certificate is not so received by the Custodian shall in
no way affect the validity or enforceability of the
transactions hereby authorized by the Fund.
VIII.
TERMINATION
1. Any of the parties hereto may terminate
this Agreement by giving to the other parties a notice
in writing specifying the date of such termination,
which shall not be less than 90 days after the date of
giving of such notice. Any such notice given by the
Custodian may but need not be accompanied by a copy of a
written direction from an officer of the Custodian
designating a successor Custodian, or a successor
sub-custodian, as the case may be, which shall be a bank
or trust company organized and existing under the laws
of the United States or one of the several states having
not less than $2,000,000 surplus and undivided profits.
In the event such notice is given by FIB, the Custodian
may, on or before the termination date, deliver to FIB a
written direction from an officer of the Custodian
designating a successor sub-custodian.
2. On the date set forth in such notice this
Agreement shall terminate, and FIB shall in the event it
receives a notice of acceptance by a successor
sub-custodian, deliver directly to the successor
sub-custodian all securities and moneys then owned by
the Fund and held by FIB hereunder. In the event FIB
does not receive a notice of acceptance by a successor
subcustodian, FIB shall, on the date specified in the
notice given under the preceding paragraph, deliver
directly to the Custodian all securities and monies then
owned by the Fund and held by FIB hereunder. Prior to
making any such delivery, FIB may deduct all fees,
expenses and other amounts for which it shall then be
entitled to payment or reimbursement.
IX.
MISCELLANEOUS
Whenever used in this Agreement, the following
words and phrases, unless the context otherwise
requires, shall have the following meanings:
1. The term "certificate" shall mean any
notice, instruction or other instrument in writing,
authorized or required by this Agreement to be given to
FIB which is signed by any officer on behalf of the
Custodian.
2. The term "officer" shall be deemed to
include the President, any Vice President, the
Secretary, the Treasurer, the Comptroller, any Assistant
Vice President, any Assistant Treasurer, any Assistant
Secretary, or any Assistant Comptroller or any other
person or persons duly authorized by the Board of
Directors to execute any certificate, instruction,
notice or other instrument on behalf of the Custodian
and named in an Appendix A to this Agreement as
hereinafter provided.
3. Annexed hereto as Appendix A is a
certificate signed by two of the present officers of the
Custodian under its seal, setting forth the names and
signatures of the present officers of the Custodian.
The Custodian agrees to furnish to FIB a new certificate
similar in form in the event any present officer ceases
to be an officer, or in the event that other or
additional officers are elected or appointed. Until
such new certificate shall be received, FIB shall be
fully protected in acting under the provisions of this
Agreement upon the signatures of the officers set forth
in the last delivered certificate.
4. The term "authorized person" shall be
deemed to include the Treasurer, the Comptroller, or any
other persons, whether or not any such person is an
officer or employee of the Fund, Service or FIB, as the
case may be, duly authorized by the Board of the Fund,
Service or FIB, as the case may be, to execute any
certificate, written instruction, notice or other
instrument or to deliver oral instructions or written
instructions hereunder on behalf of the Fund, Service or
FIB, as the case may be, and named from time to time in
Appendix B, Appendix C and Appendix D respectively, to
this Agreement as hereinafter provided. Annexed hereto
as Appendix B, Appendix C and Appendix D are
certificates signed by two of the present officers of
the Fund, Service and FIB, respectively, under their
respective seals, setting forth the names and signatures
of the present authorized persons. The Custodian agrees
to furnish to FIB new certificates similar in form as
the same are received from the Fund or Service, as the
case may be, in the event that any such present
authorized person ceases to be an authorized person or
in the event that other or additional persons are
elected or appointed. Until such new certificates shall
be received, FIB shall be fully protected in acting
under provisions of this Agreement upon oral
instructions or signatures of the present authorized
persons set forth in the last delivered certificate.
5. The term "oral instructions" shall mean
verbal communications actually received by the Custodian
from an authorized person or from a person reasonably
believed by the Custodian to be an authorized person.
6. The term "written instructions" shall
mean written communications by telecopier 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.
7. The term "Book-Entry System" shall mean
the Federal Reserve/Treasury book-entry system for
United States and Federal agency securities, its
successor or successors and nominee or nominees.
8. Any wire, telecopier communication,
statement, written instruction, notice or other
instrument in writing, authorized or required by this
Agreement to be given to the Custodian, FIB, Service, or
the Fund, as the case may be, shall be sufficiently
given if directed as follows: to the Custodian at its
office at 90 Washington Street, New York, New York
10015, or at such other place as the Custodian may from
time to time designate; to FIB at 707 Wilshire Blvd.,
Los Angeles, California or such other place as FIB may
from time to time designate; to Service at 600 Madison
Avenue, New York, New York or such other place as
Service may from time to time designate; and to the Fund
at 666 Old Country Road, Garden City, New York or such
other place as the Fund may from time to time designate.
9. This Agreement may not be amended or
modified in any manner except by a written agreement
executed by all of the parties hereto with the same
formality as this Agreement.
10. This Agreement shall be construed in
accordance with the laws of the State of New York.
11. This Agreement has been executed on
behalf of the Fund by the undersigned officer of the
Fund in his capacity as an officer of the Fund. The
obligation of this Agreement shall be binding upon the
assets and property of the Fund and shall not be binding
upon any Trustee, officer or shareholder of the Fund
individually.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their respective
officers, thereunto duly authorized and their seals to
be hereunto affixed, as of the day herein first above
written.
THE BANK OF NEW YORK
By:_____________________________
Attest:
___________________________
FIRST INTERSTATE BANK OF
CALIFORNIA
By:______________________________
Attest:
___________________________
DREYFUS TREASURY CASH
MANAGEMENT
By:______________________________
Attest:
___________________________
DREYFUS TREASURY CASH MANAGEMENT
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.
8. The obligations hereunder and under any
related Plan agreement shall only be binding upon the
assets and property of the Fund and shall not be binding
upon any Board member, officer or shareholder of the Fund
individually.
Dated: December 14, 1994
EXHIBIT A
Name of Class
Class A
[STROOCK & STROOCK & LAVAN LETTERHEAD]
July 29, 1986
Dreyfus Treasury Cash Management
666 Old Country Road
Garden City, New York 11530
Gentlemen:
We have acted as counsel to Dreyfus Treasury Cash
Management (the "Fund") in connection with the
preparation of a Registration Statement on Form N-1A,
Registration No. 33-6851 (the "Registration Statement"),
covering shares of beneficial interest (the "Shares") of
the Fund.
We have examined copies of the Agreement and Declaration
of Trust and By-Laws of the Fund, the Registration
Statement and such other documents, records, papers,
statutes and authorities as we deemed necessary to form
a basis for the opinion hereinafter expressed. In our
examination of such material, we have assumed the
genuineness of all signatures and the conformity to
original documents of all copies submitted to us. As to
various questions of fact material to such opinion, we
have relied upon statements and certificates of officers
and representatives of the Fund and others.
Attorneys involved in the preparation of this opinion
are admitted only to the bar of the State of New York.
As to various questions arising under the laws of the
Commonwealth of Massachusetts, we have relied on the
opinion of Messrs. Ropes & Gray, a copy of which is
attached hereto. Qualifications set forth in their
opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that the
Shares of the Fund to be issued in accordance with the
terms of the offering as set forth in the Prospectus
included as part of the Registration Statement, when so
issued and paid for, will constitute validly authorized
and issued Shares, fully paid and non-assessable by the
Fund.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the
reference to us in the Prospectus included in the
Registration Statement, and to the filing of this
opinion as an exhibit to any application made by or on
behalf of the Fund or any Distributor or dealer in
connection with the registration and qualification of
the Fund or its Shares under the securities laws of any
state or jurisdiction. In giving such permission, we do
not admit hereby that we come within the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
[ROPES & GRAY LETTERHEAD]
July 29, 1986
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Gentlemen:
We are furnishing this opinion in connection with
the proposed offer and sale from time to time by Dreyfus
Treasury Cash Management, a Massachusetts business trust
(the "Trust"), of an indefinite number of shares of
beneficial interest (the "Shares") of the Trust pursuant
to the Trust's Registration Statement on Form N-1A under
the Securities Act of 1933.
We are familiar with the action taken by the
Trustees of the Trust to authorize the issuance of the
Shares. We have examined the Trust's records of Trustee
action, its By-Laws and its Agreement and Declaration of
Trust on file at the Office of the Secretary of State of
The Commonwealth of Massachusetts. We have examined
copies of such Registration Statement, in the form filed
with the Securities and Exchange Commission, and such
other documents as we deem necessary for the purposes of
this opinion.
We assume that, upon sale of the Shares, the Trust
will receive the net asset value thereof. We also
assume that, in connection with any offer and sale of
the Shares, the Trust will take proper steps to effect
compliance with applicable federal and state laws
regulating offerings and sales of securities.
Based upon the foregoing, we are of the opinion
that the Trust is authorized to issue an unlimited
number of Shares, and that, when the Shares are issued
and sold and the authorized consideration therefor is
received by the Trust, they will be validly issued,
fully paid and nonassessable by the Trust.
The Trust is an entity of the type commonly known
as a "Massachusetts business trust." Under
Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the
obligations of the Trust. However, the Agreement and
Declaration of Trust disclaims shareholder liability for
acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by
the Trust or the Trustees. The Agreement and
Declaration of Trust provides for indemnification out of
the Trust property for all loss and expense of any
shareholder held personally liable for the obligations
of the Trust. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would
be unable to meet its obligations.
We consent to the filing of this opinion as an
exhibit to the aforesaid Registration Statement.
Very truly yours,
Ropes & Gray
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 August 31, 1995, in this Registration Statement (Form N-1A 33-6851)
of Dreyfus Treasury Cash Management.
ERNST & YOUNG LLP
New York, New York
October 2, 1995
THE DREYFUS FAMILY OF FUNDS
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"), requires that the Board of an
investment company desiring to offer multiple classes pursuant
to said Rule adopt a plan setting forth the separate arrangement
and expense allocation of each class, and any related conversion
features or exchange privileges.
The Board, including a majority of the non-interested
Board members, of each of the investment companies, or series
thereof, listed on Schedule A attached hereto (each, a "Fund")
which desires to offer multiple classes has determined that the
following plan is in the best interests of each class
individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided
into Class A and Class B.
2. Differences in Services: The services offered to
shareholders of each Class shall be substantially the same,
except for certain services provided to Class B pursuant to a
Service Plan.
3. Differences in Distribution Arrangements: Class
A and Class B shares shall be offered at net asset value to
institutional investors, particularly banks, acting for
themselves or in a fiduciary, advisory, agency, custodial or
similar capacity. Neither Class shall be subject to any front-
end or contingent sales charges.
Class B shares shall be subject to an annual
distribution and service fee at the rate of .25% of the value of
the average daily net assets of Class B pursuant to a Service
Plan adopted in accordance with Rule 12b-1 under the 1940 Act.
Class A shares shall be subject to an annual service
fee at the rate of .25% of the value of the average daily net
assets of Class A pursuant to a Shareholder Services Plan.
4. Expense Allocation. The following expenses
shall be allocated, to the extent practicable, on a Class-by-
Class basis: (a) fees under the Service Plan and Shareholder
Services Plan; (b) printing and postage expenses related to
preparing and distributing materials, such as shareholder
reports, prospectuses and proxies, to current shareholders of a
specific Class; (c) Securities and Exchange Commission and Blue
Sky registration fees incurred by a specific Class; (d) the
expense of administrative personnel and services as required to
support the shareholders of a specific Class; (e) litigation or
other legal expenses relating solely to a specific Class;
(f) transfer agent fees identified by the Fund's transfer agent
as being attributable to a specific Class; and (g) Board
members' fees incurred as a result of issues relating to a
specific Class.
5. Exchange Privileges. Shares of a Class shall be
exchangeable only for shares of investment companies listed on
Schedule B attached hereto.
Dated: May 11, 1995
Revised: May 24, 1995 SCHEDULE A
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Institutional Short Term Treasury Fund
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
SCHEDULE B
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Institutional Short Term Treasury Fund
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
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<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (9)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,012
<AVERAGE-NET-ASSETS> 39,277
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .050
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.050)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .005
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
