File Nos. 33-25941
811-5718
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. 12 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 12 [X]
(Check appropriate box or boxes.)
DREYFUS TREASURY PRIME 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
Mark N. Jacobs, 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 July 1, 1996 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)
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on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its
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 February 29, 1996 was filed on April 22,
1996.
DREYFUS TREASURY PRIME 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 3
3 Condensed Financial Information 4, 5
4 General Description of Registrant 6
5 Management of the Fund 7
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 13
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 10
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
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10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-15
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-7
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS TREASURY PRIME 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-14
18 Capital Stock and Other Securities B-15
19 Purchase, Redemption and Pricing B-8, B-11,
of Securities Being Offered B-12
20 Tax Status *
21 Underwriters B-8
22 Calculations of Performance Data B-13
23 Financial Statements B-17
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
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 JULY 1, 1996
DREYFUS TREASURY PRIME CASH MANAGEMENT
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DREYFUS TREASURY PRIME CASH MANAGEMENT (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. THEFUND'S INVESTMENT OBJECTIVE 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 JULY 1, 1996, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP://WWW.SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUND. FOR A FREE COPY OF THE STATEMENT OF ADDITIONAL
INFORMATION, 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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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 OF CONTENTS
Page
Annual Fund Operating Expenses.................... 3
Condensed Financial Information................... 4
Yield Information................................. 5
Description of the Fund........................... 6
Management of the Fund............................ 7
How to Buy Shares................................. 8
Investor Services................................. 9
How to Redeem Shares.............................. 10
Service Plan...................................... 11
Shareholder Services Plan......................... 11
Dividends, Distributions and Taxes................ 11
General Information............................... 13
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
CLASS A CLASS B
SHARES SHARES
<S> <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 value 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 Shares," "Service Plan" and "Shareholder Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following tables 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
---------------------------------------------------------------------------
FISCAL YEAR ENDED FEBRUARY 28/29,
----------------------------------------------------------------------------
1989(1) 1990 1991 1992 1993 1994 1995 1996
------ ------ ------ ------- ------- ------- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year.... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------ ------ ------ ------ ------- ------- ------ ------
INVESTMENT OPERATIONS;
Investment income--net ............... .015 .083 .076 .055 .035 .030 .043 .055
------ ------ ------ ------ ------- ------- ------ ------
DISTRIBUTIONS;
Dividends from investment income--net.. (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055)
------ ------ ------ ------ ------- ------- ------ ------
Net asset value, end of year.......... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ====== ====== ======= ====== ====== ======
TOTAL INVESTMENT RETURN... 8.44%(2) 8.67% 7.82% 5.67% 3.55% 3.02% 4.39% 5.65%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets... .20%(2) .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets.................... 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99% 4.26% 5.53%
Decrease reflected in above expense ratios due to an
undertaking by The Dreyfus Corporation... .30%(2) .10% .05% .05% .04% .02% -- --
Net Assets, end of year
(000's omitted)... $122,032 $409,870 $1,915,877 $4,435,718 $5,001,499 $4,442,145 $3,342,392 $2,904,121
- ------------
(1)From December 27, 1988 (commencement of operations) to February 28, 1989.
(2)Annualized.
</TABLE>
Page 4
<TABLE>
<CAPTION>
CLASS B SHARES
-----------------------------------
FISCAL YEAR ENDED FEBRUARY 28/29,
-----------------------------------
1994(1) 1995 1996
------- -------- -------
<S> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year........................................ $1.00 $1.00 $1.00
------- -------- -------
Investment Operations;
Investment income-net..................................................... .004 .041 .053
------- -------- -------
Distributions;
Dividends from investment income-net...................................... (.004) (.041) (.053)
------- -------- -------
Net asset value, end of year.............................................. $1.00 $1.00 $1.00
====== ====== =======
TOTAL INVESTMENT RETURN..................................................... 2.77%(2) 4.13% 5.39%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................... .45%(2) .45% .45%
Ratio of net investment income to average net assets...................... 2.78%(2) 4.26% 5.21%
Decrease reflected in above expense
ratios due to an undertaking by The Dreyfus Corporation................... -- -- --
Net Assets, end of year (000's omitted)................................... $53,916 $122,524 $255,618
- ----------------
(1)From January 10, 1994 (commencement of initial offering) to February 28, 1994.
(2)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."
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's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
Page 5
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 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, as amended (the "1940 Act"). See "Service Plan." The distribution
and service fee paid by Class B will cause such Class to have a higher
expense ratio and to pay lower dividends than Class A.
WHEN USED IN THIS PROSPECTUS AND 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 investment objective 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. It cannot be changed without approval by
the holders of a majority (as defined in the 1940 Act) 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
The Fund invests only in securities issued and guaranteed as to
principal and interest by the U.S. Government. These securities include U.S.
Treasury securities, which differ in their interest rates, maturities and
times of issuance. The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the Federal government
or any other type of money market instrument or security.
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 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain 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.
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 or
its 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. While borrowings exceed 5% of the Fund's total assets,
the Fund will not make any additional investments.
INVESTMENT CONSIDERATIONS AND RISKS
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,
Page 6
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
INVESTMENT ADVISER -- 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 May 31, 1996, The Dreyfus Corporation managed
or administered approximately $80 billion in assets for more than 1.7 million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board 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., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$237 billion in assets as of March 31, 1996, including approximately $83
billion in proprietary mutual fund assets. As of March 31, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $886 billion in assets,
including approximately $61 billion in mutual fund assets.
For the fiscal year ended February 29, 1996, 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 annual rate of .20 of 1% of the value 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.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of
the Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for the Fund. See "Portfolio Transactions" in the State
ment of Additional Information.
The Dreyfus Corporation may pay the Fund's distributor for
shareholders services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at at 60 State Street, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus 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,
Page 7
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 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 Cash
Management; or (b) the investor has, in the opinion of Dreyfus Institutional
Services Division, 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 Account Application. 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.
Management understands that some 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.
Investors should consult their Service Agent in this regard.
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. For
instructions concerning purchases and to determine whether their computer
facilities are compatible with the Fund's, investors should 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, Sub-custodian or 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 Reserve 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.
The Fund's net asset value per share is determined as of 5:00 p.m.,
New York time/2:00 p.m., California time, on each day 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
Page 8
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 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
in California will become effective at the price determined at 1:00 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 4:00
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 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, Class A or Class B shares of Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Government Cash Management, Dreyfus Municipal Cash Management
Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash
Management and Dreyfus Treasury Cash Management, which have different
investment objectives or management policies 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 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 by calling one of the
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. 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. See "Dividends, Distributions and Taxes."
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 Class A or
Class B 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 Cash Management, if the investor is a shareholder in such fund. 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 mailing written notification to the Dreyfus
Institutional Services Division,
Page 9
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. 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 under "General Information." See "Dividends,
Distributions and Taxes."
HOW TO REDEEM 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 by the New
York office of Dreyfus Institutional Services Division by 5:00 p.m., New York
time, or by the Los Angeles office of Dreyfus Institutional Services Division
by 12:00 Noon, 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 by the New York or the Los Angeles
office of Dreyfus Institutional Services Division, the shares will receive
the dividend 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 granted automatically unless the investor
refuses it), the investor authorizes the 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 such
procedures are not followed, the Fund or the Transfer Agent may be liable for
any losses due to unauthorized or fraudulent instructions. Neither the Fund
nor the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated 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 10
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" in this Prospectus 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 1940 Act. 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 Services 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 Class A 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 or the Transfer Agent is open for
business. Fund shares begin earning income dividends on the day the purchase
order is effective. The Fund's earnings for Saturdays, Sundays and holidays
are declared as dividends on the prior business day. 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. 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
Page 11
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 1940 Act. 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 in the same amount, except that the expenses attributable solely to
Class A or Class B will be borne exclusively 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 gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund are taxable as ordinary income for
Federal income tax purposes 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 paid by the Fund derived from net investment income
attributable to interest from direct obligations of the United States
currently are not subject to state personal income tax. Dividends derived
from net investment income attributable to interest from other securities may
be subject to state personal income tax. Dividends paid by the Fund may be
subject to state and local corporate income and/or franchise taxes. In
certain jurisdictions, Fund shareholders may be subject to state and local
taxes with respect to ownership of Fund shares or distributions from the Fund.
Investors also should be aware that state and/or local taxes other than those
described above may be imposed on the Fund's dividends, distributions or
shares.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains 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 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.
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.
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
Page 12
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 February 29, 1996 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.
Each investor should consult its tax adviser regarding specific
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 February 16, 1987, and
commenced operations on December 27, 1988. 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
and shareholders will vote in the aggregate and not by class except as
otherwise required by law or with respect to any matter which affects only
one class. 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 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
Fund intends to conduct its operations 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; outside
New York State call toll free 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 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
page 13
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 14
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Page 15
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Page 16
PROSPECTUS
(LION)
DREYFUS
TREASURY
PRIME CASH
MANAGEMENT
COPYRIGHT LOGO 1996 DREYFUS SERVICE CORPORATION
761070396
__________________________________________________________________________
DREYFUS TREASURY PRIME CASH MANAGEMENT
CLASS A AND CLASS B SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
JULY 1, 1996
__________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Treasury Prime Cash Management (the "Fund"), dated July 1, 1996
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-7
Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . B-8
Service Plan (Class B Only) . . . . . . . . . . . . . . . . . . . . . B-9
Shareholder Services Plan (Class A Only). . . . . . . . . . . . . . . B-10
Redemption of Shares. . . . . . . . . . . . . . . . . . . . . . . . . B-11
Determination of Net Asset Value. . . . . . . . . . . . . . . . . . . B-12
Investor Services . . . . . . . . . . . . . . . . . . . . . . . . . . B-13
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . . B-13
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . B-14
Yield Information . . . . . . . . . . . . . . . . . . . . . . . . . . B-14
Information About the Fund. . . . . . . . . . . . . . . . . . . . . . B-15
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors. . . . . . . . . . . . . . . . . . B-15
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . B-17
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . B-23
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."
Investment Restrictions
The Fund has adopted investment restrictions numbered 1 through 10 as
fundamental policies which cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act")) of the Fund's outstanding voting shares.
Investment restrictions numbered 11 and 12 are not fundamental policies
and may be changed by vote of a majority of the Fund's Board members 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. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others except through the purchase of debt
obligations referred to in the Prospectus.
8. 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 and guaranteed by the U.S.
Government.
9. Invest in companies for the purpose of exercising control.
10. Invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation or acquisition of
assets.
11. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. 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 so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interests of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Board members and officers of the Fund, together with information as
to their principal business occupations during at least the last five
years, are shown below. The Board member who is deemed to be an
"interested person" of the Fund, as defined in the 1940 Act, is indicated
by an asterisk.
Board Members of the Fund
*DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of
Governors, an independent board within the United States Information
Agency, since August 1995. From August 1994 to February 1995, Mr.
Burke was a consultant to the Manager and, from October 1990 to
August 1994, he was Vice President and Chief Administrative Officer
of the Manager. From 1977 to 1990, he was involved in the management
of national television news, as Vice President and Executive Vice
President of ABC News, and subsequently as President of CBS News.
Mr. Burke is 59 years old and his address is Box 654, Eastham,
Massachusetts 02042.
ISABEL P. DUNST, Board Member. Partner in the law firm of Hogan & Hartson
since 1990. From 1986 to 1990, she was Deputy General Counsel of the
United States Department of Health and Human Services. Until May
1996, she was a Trustee of the Client Security Fund of the District
of Columbia Bar and President of Temple Sinai. Ms. Dunst is 49 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, Board Member. Consulting economist since June 1992 and
Senior Staff Vice President and Chief Economist of Mortgage Bankers
Association of America, from 1985 to May 1992. He is also a director
of CWM Mortgage Holdings, Inc. From 1980 to 1985, he was a member of
the Board of Governors of the Federal Reserve System. Mr. Gramley is
69 years old and his address is 12901 Three Sisters Road, Potomac,
Maryland 20854.
WARREN B. RUDMAN, Board Member. Since January 1993, Partner in the law
firm of 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 1995, 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
Raytheon Company. He also 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 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.
No shareholder meetings will be held for the purpose of electing
Board members unless and until such time as less than a majority of the
Board members holding office have been elected by shareholders, at which
time the Board members then in office will call a shareholders' meeting
for the election of Board members. Under the 1940 Act, shareholders of
record of not less than two-thirds of the outstanding shares of the Fund
may remove a Board member through a declaration in writing or by vote cast
in person or by proxy at a meeting called for that purpose. Board members
are required to call a meeting of shareholders for the purpose of voting
upon the question of removal of any such Board member when requested in
writing to do so by the shareholders of record of not less than 10% of the
Fund's outstanding shares.
For so long as the Fund's plans described in the sections captioned
"Service Plan" and "Shareholder Services Plan" remain in effect, the Board
members of the Fund who are not "interested persons" of the Fund, as
defined in the 1940 Act, will be selected and nominated by the Board
members who are not "interested persons" of the Fund.
Board members 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 Board member by the Fund for the fiscal year
ended February 29, 1996, 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, 1995, were as follows:
Total
Compensation Payable
Aggregate by the Fund and
Name of Board Compensation Payable Fund Complex to
Member by the Fund(*)(+) Board Member
------------- -------------------- ---------------------
David W. Burke $5,500 $253,654 (52)
Isabel P. Dunst $5,500 $46,500 (7)
Lyle E. Gramley $5,500 $46,500 (7)
Warren B. Rudman $5,500 $85,500 (17)
___________________________
(*) Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $487.56 for all Board members as a group.
(+) The aggregate compensation payable to each Board member by the Fund
was paid by the Manager and not the Fund.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
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 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 38 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President
and General Counsel of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
February 1992 to July 1994, he served as Counsel for The Boston
Company Advisors, Inc. From August 1990 to February 1992, he was
employed as an Associate at Ropes & Gray. He is 31 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 31 years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. From 1988 to
August 1994, he was manager of the High Performance Fabric Division
of Springs Industries Inc. He is 34 years old.
ELIZABETH BACHMAN, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 26 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 33 years old.
MARGARET PARDO, Assistant Secretary. Legal Assistant with the Distributor
and an officer of other investment companies advised or administered
by the Manager. From June 1992 to April 1995, she was a Medical
Coordination Officer at ORBIS International. Prior to June 1992, she
worked as a Program Coordinator at Physicians World Communications
Group. She is 27 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Board members and officers of the Fund, as a group, owned less than
1% of the Fund's shares outstanding on June 7, 1996.
The following shareholders are known by the Fund to own of record 5%
or more of the Fund's Class B shares outstanding in June 7, 1996: (1) Var
& Co., First Trust National Association, 180 Fifth Street East, Saint
Paul, MN 55101-1631 (16.92%); (2) Saturn & Co., c/o Investors Bank & Trust
Inc., 89 South Street, 6th Floor, Boston, MA 02111-2679 (16.20%); (3)
Kinco & Co., c/o Republic National Bank of New York, 1 Hanson Place,
Brooklyn, NY 11243-2900 (15.73%); (4) Republic Bank California NA, 445
North Bedford Drive, 2nd Floor, Beverly Hills, CA 90210-4302 (12.40%); (5)
Farmers & Merchants Bank & Trust, 59 West Washington Street, Hagerstown,
MD 21740-4833 (6.88%); (6) Capital Network Service, 1 Bush Street, 11th
Floor, San Francisco, CA 94104-4425 (6.66%); and (7) Harris Trust &
Savings Bank, 200 West Monroe Street, Chicago, ILL 60606-5015 (4.91%).
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 or (ii) vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities
of the Fund, provided that in either event the continuance also is
approved by a majority of the Board members who are not "interested
persons" (as defined in the 1940 Act) of the Fund or the Manager, by vote
cast in person at a meeting called for the purpose of voting on such
approval. The Agreement was approved by shareholders on August 5, 1994.
The Fund's Board, including a majority of the Board members who are not
"interested persons" of any party to the Agreement, last voted to approve
the Agreement at a meeting held on May 22, 1996. The Agreement is
terminable without penalty, on 60 days' notice, by the Fund's Board or by
vote of the holders of a majority of the Fund's outstanding voting 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
1940 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; Christopher M. Condron, 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; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; Elie M. Genadry, Vice President-
Institutional Sales; William F. Glavin, Jr., Vice President-Corporate
Development; Mark N. Jacobs, Vice President, General Counsel and
Secretary; Patrice M. Kozlowski, Vice President-Corporate Communications;
Mary Beth Leibig, Vice President-Human Resources; Jeffrey N. Nachman, Vice
President-Mutual Fund Accounting; Andrew S. Wasser, Vice President-
Information Systems; Elvira Oslapas, Assistant Secretary; and Mandell L.
Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene and Julian
M. Smerling, 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. 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 Patricia A. Larkin, Robert Fort, Bernard Kiernan and Garitt
Kono. The Manager also maintains a research department with a
professional staff of portfolio managers and securities analysts who
provide research services for the Fund as well as for other funds advised
by the Manager. All purchases and sales 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 February 28/29, 1994, 1995 and 1996 amounted to $9,696,382,
$7,620,458 and $6,907,593, respectively. The management fee payable for
the fiscal year ended February 28, 1994 was reduced pursuant to an
undertaking by the Manager, resulting in a net management fee paid by the
Fund of $8,802,507.
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
those 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) other than the following
expenses, which will be Fund expenses: (i) the management fee payable by
the Fund monthly at the annual rate of .20 of 1% of the value of the
Fund's average daily net assets and (ii) as to Class B shares only,
payments made at the annual rate of .25 of 1% of the value of the average
daily net assets of Class B pursuant to the Fund's Service Plan. 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 the expense limitation of any state having
jurisdiction over the Fund, the Fund may deduct from the payment to be
made to the Manager under the Agreement, or the Manager will bear, such
excess expense to the extent required by state law. 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 SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Shares."
The Distributor. The Distributor serves as the Fund's distributor on
a best efforts basis 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. Dreyfus Transfer, 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 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 1940 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
has adopted such a plan (the "Service Plan") with respect to the Fund's
Class B shares, pursuant to which the Fund reimburses the Distributor for
distributing Class B shares, and 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 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 Board for its 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 Fund's Board, and by the Board
members who are not "interested persons" (as defined in the 1940 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 Board members cast in
person at a meeting called for the purpose of voting on the Service Plan.
The Service Plan was last so approved by the Board members at a meeting
held May 22, 1996. The Service Plan may be terminated at any time by vote
of a majority of the Board members 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 fiscal year ended February 29, 1996, the Fund paid $537,771
pursuant to the Service Plan, of which $534,909 was paid to the
Distributor as reimbursement for distributing Class B shares, and $2,862
was paid to Dreyfus for advertising and marketing Class B shares and for
providing services 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
Board for its review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Fund's Board, and by the
Board members who are not "interested persons" (as defined in the 1940
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 sub-
ject to annual approval by such vote of the Board members cast in person
at a meeting called for the purpose of voting on the Plan. The Plan was
last so approved at a meeting held on May 22, 1996. The Plan is ter-
minable at any time by vote of a majority of the Board members who are not
"interested persons" and have no direct or indirect financial interest in
the operation of the Plan.
For the fiscal year ended February 29, 1996, no amounts were paid by
the Fund with respect to Class A under the Plan. See "Management
Agreement."
REDEMPTION OF SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem 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 at its New York office by 5:00 p.m., New
York time, or at its Los Angeles office 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 also 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 Fund's Board 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
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 Fund's Board 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 Fund's Board, 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 Fund's Board.
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 Fund's Board. If such
deviation exceeds 1/2 of 1%, the Fund's Board will consider promptly what
action, if any, will be initiated. In the event the Fund's Board
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.
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 or Dreyfus
Treasury 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
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 in certificate
form are not eligible for this Privilege.
Fund Exchanges and the 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 Fund Exchanges Service or the 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.
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 include a concession
paid by the issuer to the underwriter and the purchase price paid to, and
sale price received from, market makers for the 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 upon their sales 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 manages 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.
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 February 29, 1996, the Fund's yield
and effective yield with respect to Class A shares was 5.06% and 4.81%,
respectively, and with respect to Class B shares was 5.19% and 4.93%,
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.
Tax equivalent yield is computed by dividing that portion of the
current yield (calculated as described above) which is tax exempt by 1
minus a stated tax rate and adding the quotient to that portion, if any,
of the yield of the Fund that is not tax exempt.
From time to time, the Fund may use hypothetical tax equivalent
yields of charts in its advertising. These hypothetical yields or charts
will be used for illustrative purposes only and are not indicative of the
Fund's past or future performance.
Yields will fluctuate and are not necessarily representative of
future results. Each 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
mutual fund to be widely offered on a retail basis, Dreyfus Liquid Assets,
Inc. Money market mutual funds have subsequently grown into a
multibillion dollar industry.
The Fund is a member of the Family of Dreyfus Cash Management Funds
which are designed to meet the needs of an array of institutional
investors. As of June 3, 1996, the total net assets of the Dreyfus Cash
Management Funds amounted to approximately $21.5 billion.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's transfer
and dividend disbursing agent. Under a transfer agency agreement with the
Fund, the Transfer Agent arranges for the maintenance of shareholder
account records for the Fund, the handling of certain communications
between shareholders and the Fund and the payment of dividends and
distributions payable by the Fund. For these services, the Transfer Agent
receives a monthly fee computed on the basis of the number of shareholder
accounts it maintains for the Fund during the month, and is reimbursed for
certain out-of-pocket expenses. For the period from December 1, 1995
(effective date of transfer agency agreement) through February 29, 1996,
the Fund paid the Transfer Agent $7,226.
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.
Dreyfus Transfer, Inc., The Bank of New York and First Interstate
Bank of California 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 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 independent auditors of the
Fund.
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF INVESTMENTS FEBRUARY 29, 1996
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. TREASURY BILLS-66.8% PURCHASE AMOUNT VALUE
_________ __________ _________
<S> <C> <C> <C>
3/7/96..................................................... 5.43% $163,279,000 $163,134,193
3/14/96.................................................... 5.41 87,966,000 87,797,442
3/28/96.................................................... 4.87 946,000 942,587
4/4/96..................................................... 5.28 216,460,000 215,402,376
4/11/96.................................................... 5.47 30,000,000 29,818,233
4/18/96.................................................... 5.03 651,999,000 647,659,831
4/25/96.................................................... 5.41 38,108,000 37,801,310
5/2/96..................................................... 5.20 318,932,000 316,144,761
5/9/96..................................................... 5.03 30,370,000 30,082,241
5/23/96.................................................... 4.86 16,233,000 16,053,355
5/30/96.................................................... 4.99 36,764,000 36,313,639
6/27/96.................................................... 5.11 4,655,000 4,578,939
7/11/96.................................................... 4.97 25,500,000 25,046,525
7/18/96.................................................... 4.98 35,000,000 34,342,549
7/25/96.................................................... 5.56 377,820,000 369,707,003
1/9/97..................................................... 5.00 50,000,000 47,919,750
2/6/97..................................................... 5.14 25,000,000 23,836,250
3/6/97..................................................... 5.14 25,000,000 23,763,916
___________
TOTAL U.S. TREASURY BILLS
(cost $2,110,344,900)...................................... $2,110,344,900
==============
U.S. TREASURY NOTES-38.3%
5.13%, 3/31/96............................................. 4.95% $25,000,000 $24,999,429
7.75%, 3/31/96............................................. 4.99 53,263,000 53,374,810
9.38%, 4/15/96............................................. 4.84 55,000,000 55,288,469
5.50%, 4/30/96............................................. 5.41 110,000,000 109,991,274
7.63%, 4/30/96............................................. 5.31 50,000,000 50,160,473
4.25%, 5/15/96............................................. 4.97 250,000,000 249,586,045
7.38%, 5/15/96............................................. 4.93 25,000,000 25,117,036
5.88%, 5/31/96............................................. 5.06 25,000,000 25,043,279
7.63%, 5/31/96............................................. 4.87 50,000,000 50,318,580
6.00%, 6/30/96............................................. 4.86 50,000,000 50,166,101
7.88%, 7/15/96............................................. 5.13 215,000,000 217,004,882
6.13%, 7/31/96............................................. 5.14 250,000,000 250,866,948
7.88%, 7/31/96............................................. 4.93 23,455,000 23,730,025
6.50%, 9/30/96............................................. 5.11 25,000,000 25,170,461
___________
TOTAL U.S. TREASURY NOTES
(cost $1,210,817,812)...................................... $1,210,817,812
==============
TOTAL INVESTMENTS
(cost $3,321,162,712)............................. 105.1% $3,321,162,712
====== ==============
LIABILITIES, LESS CASH AND RECEIVABLES............ (5.1%) $ (161,423,605)
====== ==============
NET ASSETS............................................ 100.0% $3,159,739,107
====== ==============
DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES FEBRUARY 29, 1996
ASSETS:
Investments in securities, at value-Note 1(a)........................... $3,321,162,712
Interest receivable..................................................... 17,198,094
______________
3,338,360,806
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $488,508
Due to Distributor...................................................... 55,814
Due to Custodian........................................................ 154,313,460
Payable for investment securities purchased............................. 23,763,917 178,621,699
_____________ ____________
NET ASSETS ................................................................ $3,159,739,107
==============
REPRESENTED BY:
Paid-in capital......................................................... $3,159,862,059
Accumulated net realized (loss) on investments.......................... (122,952)
______________
NET ASSETS at value ........................................................ $3,159,739,107
==============
Shares of Beneficial Interest Outstanding:
Class A Shares
(unlimited number of $.001 par value shares authorized)............... 2,904,241,139
==============
Class B Shares
(unlimited number of $.001 par value shares authorized)............... 255,620,920
==============
NET ASSET VALUE per share:
Class A Shares
($2,904,120,975 / 2,904,241,139 shares)............................... $1.00
======
Class B Shares
($255,618,132 / 255,620,920 shares)................................... $1.00
======
STATEMENT OF OPERATIONS YEAR ENDED FEBRUARY 29, 1996
INVESTMENT INCOME:
INTEREST INCOME......................................................... $ 197,837,776
EXPENSES:
Management fee-Note 2(a).............................................. $ 6,907,593
Distribution fees (Class B Shares)-Note 2(b).......................... 537,771
_______________
TOTAL EXPENSES.................................................... 7,445,364
______________
INVESTMENT INCOME-NET....................................................... 190,392,412
NET REALIZED (LOSS) ON INVESTMENTS-Note 1(b)................................ (115,672)
______________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $ 190,276,740
==============
See notes to financial statements.
DREYFUS TREASURY PRIME CASH MANAGEMENT `
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED YEAR ENDED
FEBRUARY 28, FEBRUARY 29,
1995 1996
_________ _________
OPERATIONS:
Investment income-net............................................. $ 162,196,736 $ 190,392,412
Net realized (loss) on investments................................ (7,250) (115,672)
_____________ _____________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........ 162,189,486 190,276,740
_____________ _____________
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net:
Class A shares.................................................. (159,109,873) (179,191,962)
Class B shares.................................................. (3,086,863) (11,200,450)
_____________ _____________
TOTAL DIVIDENDS............................................. (162,196,736) (190,392,412)
_____________ _____________
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares.................................................. 27,082,964,680 46,535,417,776
Class B shares.................................................. 482,039,589 1,619,788,707
Dividends reinvested:
Class A shares.................................................. 55,571,693 60,805,530
Class B shares.................................................. 1,175,693 4,969,553
Cost of shares redeemed:
Class A shares.................................................. (28,238,282,216) (47,034,381,427)
Class B shares.................................................. (414,608,139) (1,491,660,727)
_____________ _____________
(DECREASE) IN NET ASSETS FROM BENEFICIAL
INTEREST TRANSACTIONS..................................... (1,031,138,700) (305,060,588)
_____________ _____________
TOTAL (DECREASE) IN NET ASSETS............................ (1,031,145,950) (305,176,260)
NET ASSETS:
Beginning of year................................................. 4,496,061,317 3,464,915,367
________________ _____________
End of year....................................................... $3,464,915,367 $ 3,159,739,107
================ ================
See notes to financial statements.
</TABLE>
DREYFUS TREASURY PRIME CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
Reference is made to pages 4 and 5 of the Fund's Prospectus dated
July 1, 1996.
See notes to financial statements.
DREYFUS TREASURY PRIME CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Treasury Prime Cash Management (the "Fund") is registered under
the Investment Company Act of 1940 ("Act") as a diversified open-end
management investment company. The Fund's investment objective 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 Dreyfus
Corporation ("Manager") serves as the Fund's investment adviser. The Manager
is a direct subsidiary of Mellon Bank, N.A.
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold without a sales load. 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.
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio valuation
and dividend and distribution policies to enable it to do so. There is no
assurance, however, that the Fund will be able to maintain a stable net asset
value of $1.00.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost, which
has been determined by the Fund's Board of 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.
(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 gain, 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.
(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.
The Fund has an unused capital loss carryover of approximately $123,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to February 29, 1996. If not
applied, $7,280 of the carryover expires in fiscal 2003 and $115,720 of the
carryover expires in fiscal 2004.
At February 29, 1996, 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).
DREYFUS TREASURY PRIME CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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.
Unless the Manager gives the Fund's investors 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:
the management fee, and with respect to the Fund's Class B shares, Rule 12b-1
Service Plan expenses.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. Such compensation amounted to $7,226 for the period from
December 1, 1995 through February 29, 1996.
(B) Under the Class B Service Plan (the "Plan") adopted pursuant to Rule
12b-1 under the Act, the Fund (a) reimburses the Distributor for distributing
the Fund's Class B shares and (b) pays the Manager 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 average daily net assets of Class B.
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. During the year ended
February 29, 1996, $537,771 was charged to the Fund pursuant to the Plan.
(C) Each trustee who is not an "affiliated person" as defined in the Act
receives an annual fee of $3,000 and an attendance fee of $500 per meeting.
DREYFUS TREASURY PRIME CASH MANAGEMENT
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS TREASURY PRIME CASH MANAGEMENT
We have audited the accompanying statement of assets and liabilities of
Dreyfus Treasury Prime Cash Management, including the statement of
investments, as of February 29, 1996, 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 February 29, 1996 by correspondence with the custodians
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 Prime Cash Management at February 29, 1996, 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]
New York, New York
March 29, 1996
DREYFUS TREASURY PRIME 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 the period from December 27, 1988 (commencement
of operations) to February 28, 1989 and for each of the seven
years in the period ended February 29, 1996 and, with respect
to Class B shares, for the period from January 10, 1994
(commencement of initial offering) to February 28, 1994 and
for each of the two years in the period ended February 29,
1996.
Included in Part B of the Registration Statement:
Statement of Investments-- February 29, 1996.
Statement of Assets and Liabilities-- February 29, 1996.
Statement of Operations--year ended February 29, 1996.
Statement of Changes in Net Assets--for each of the
years ended February 28, 1995 and February 29, 1996.
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent Auditors, dated
March 29, 1996.
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. 7 to the Registration Statement on Form
N-1A, filed on September 30, 1993.
(2) Registrant's By-Laws, as amended.
(4) Specimen certificate for the Registrant's securities is
incorporated by reference to Exhibit (4) to the Registration
Statement on Form N-1A, filed on December 7, 1988.
(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 June 26, 1995.
(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 June 26, 1995.
(8)(a) Amended and Restated Custody Agreement.
(8)(b) Sub-Custodian Agreements.
(9) Shareholder Services Plan is incorporated by reference to Exhibit
(9) of Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A, filed on June 26, 1995.
(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 June 26, 1995.
(16) Schedules of Computation of Performance Data for Class A and B
shares are incorporated by reference to Exhibit 16 of Post-
Effective No. 8 to the Registration Statement on Form N-1A, filed
on June 20, 1994.
(18) Rule 18f-3 Plan is incorporated by reference to Exhibit (18) of
Post-Effective Amendment No. 10 to the Registration Statement on
Form N-1A, filed on June 26, 1995.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors is incorporated by
reference to Other Exhibit (a) of Post-Effective
Amendment No. 10 to the Registration Statement on Form
N-1A, filed on June 26, 1995.
(b) Power of Attorney of Officer is incorporated by
reference to Other Exhibit (b) of Post-Effective
Amendment No. 10 to the Registration Statement on Form
N-1A, filed on June 26, 1995.
(c) Certificate of Assistant Secretary is incorporated by
reference to Other Exhibit (c) of Post-Effective
Amendment No. 10 to the Registration Statement on Form
N-1A, filed on June 26, 1995.
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 June 7, 1996
______________ _____________________________
Beneficial Interest
(Par value $.001)
Class A. . . . . . . . . . . . 1,510
Class B. . . . . . . . . . . . 99
Item 27. Indemnification
_______ _______________
Reference is made to Article EIGHT of the Registrant's Amended and
Restated Agreement and Declaration of Trust previously filed as
Exhibit 1 to Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A on September 30, 1993. The application of
these provisions is limited by Article 10 of the Registrant's By-
Laws attached as Exhibit (2) hereto and by the following
undertaking set forth in the rules promulgated by the Securities
and Exchange Commission: Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be
permitted to trustees, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a trustee, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in such Act and will be
governed by the final adjudication of such issue.
Reference is also made to the Distribution Agreement filed as
Exhibit (6) of Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A, filed on June 26, 1995.
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:
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****;
Mellon Bank, N.A.****
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
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*****;
Vice Chairman of the Board:
Mellon Bank Corporation****;
Mellon Bank, N.A.****;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation****;
Operating Officer The Boston Company*****;
and a Director Deputy Director:
Mellon Trust****;
Chief Executive Officer:
The Boston Company Asset Management,
Inc.*****;
President:
Boston Safe Deposit and Trust
Company*****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive
Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
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*****;
Laurel Capital Advisors****;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.****;
Boston Safe Deposit and Trust
Company*****;
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*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
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*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
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++
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
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
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 One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ 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 GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Capital Value Fund, Inc.
14) Dreyfus Cash Management
15) Dreyfus Cash Management Plus, Inc.
16) Dreyfus Connecticut Intermediate Municipal Bond Fund
17) Dreyfus Connecticut Municipal Money Market Fund, Inc.
18) Dreyfus Florida Intermediate Municipal Bond Fund
19) Dreyfus Florida Municipal Money Market Fund
20) The Dreyfus Fund Incorporated
21) Dreyfus Global Bond Fund, Inc.
22) Dreyfus Global Growth Fund
23) Dreyfus GNMA Fund, Inc.
24) Dreyfus Government Cash Management
25) Dreyfus Growth and Income Fund, Inc.
26) Dreyfus Growth and Value Funds, Inc.
27) Dreyfus Growth Opportunity Fund, Inc.
28) Dreyfus Income Funds
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) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) The Dreyfus/Laurel Investment Series
38) Dreyfus Stock Index Fund, Inc.
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus Michigan Municipal Money Market Fund, Inc.
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Insured Tax Exempt Bond Fund
54) Dreyfus New York Municipal Cash Management
55) Dreyfus New York Tax Exempt Bond Fund, Inc.
56) Dreyfus New York Tax Exempt Intermediate Bond Fund
57) Dreyfus New York Tax Exempt Money Market Fund
58) Dreyfus Ohio Municipal Money Market Fund, Inc.
59) Dreyfus 100% U.S. Treasury Intermediate Term Fund
60) Dreyfus 100% U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus 100% U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Short-Intermediate Government Fund
66) Dreyfus Short-Intermediate Municipal Bond Fund
67) Dreyfus Investment Grade Bond Funds, Inc.
68) The Dreyfus Socially Responsible Growth Fund, Inc.
69) Premier Strategic Investing
70) Dreyfus Tax Exempt Cash Management
71) The Dreyfus Third Century Fund, Inc.
72) Dreyfus Treasury Cash Management
73) Dreyfus Variable Investment Fund
74) Dreyfus Worldwide Dollar Money Market Fund, Inc.
75) General California Municipal Bond Fund, Inc.
76) General California Municipal Money Market Fund
77) General Government Securities Money Market Fund, Inc.
78) General Money Market Fund, Inc.
79) General Municipal Bond Fund, Inc.
80) General Municipal Money Market Fund, Inc.
81) General New York Municipal Bond Fund, Inc.
82) General New York Municipal Money Market Fund
83) Dreyfus S&P 500 Index Fund
84) Dreyfus MidCap Index Fund
85) Premier Insured Municipal Bond Fund
86) Premier California Municipal Bond Fund
87) Premier Equity Funds, Inc.
88) Premier Global Investing, Inc.
89) Premier GNMA Fund
90) Premier Growth Fund, Inc.
91) Premier Municipal Bond Fund
92) Premier New York Municipal Bond Fund
93) Premier State Municipal Bond Fund
94) Premier Strategic Growth 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
Executive 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
Paul Prescott+ Vice President None
Elizabeth Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
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. First Data Investor 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. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. 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 26th day of June, 1996.
Dreyfus Treasury Prime 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 06/26/96
____________________________ (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/David W. Burke* Trustee 06/26/96
____________________________
David W. Burke
/s/Isabel P. Dunst* Trustee 06/26/96
____________________________
Isabel P. Dunst
/s/Lyle E. Gramley* Trustee 06/26/96
____________________________
Lyle E. Gramley
/s/Warren B. Rudman* Trustee 06/26/96
____________________________
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
(10) Opinion and consent of Registrant's counsel
(11) Consent of Independent Auditors
EXHIBIT 2
BY-LAWS
OF
DREYFUS TREASURY PRIME 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 call or notice at such places and
at such times as the Trustees from time to time may determine,
provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the
Trustees may be held at any time and at any place designated in
the call of the meeting when called by the President or the
Treasurer or by two or more Trustees, sufficient notice thereof
being given to each Trustee by the Secretary or an Assistant
Secretary or by the officer or the Trustees calling the meeting.
2.3 Notice of Special Meetings. It shall be
sufficient notice to a Trustee of a special meeting to send
notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to the
Trustee at his or her usual or last known business or residence
address or to give notice to him or her in person or by
telephone at least twenty-four hours before the meeting. Notice
of a meeting need not be given to any Trustee if a written
waiver of notice, executed by him or her before or after the
meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto
or at its commencement the lack of notice to him or her.
Neither notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.
2.4 Notice of Certain Actions by Consent. If in
accordance with the provisions of the Declaration of Trust any
action is taken by the Trustees by a written consent of less
than all of the Trustees, then prompt notice of any such action
shall be furnished to each Trustee who did not execute such
written consent, provided that the effectiveness of such action
shall not be impaired by any delay or failure to furnish such
notice.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the
Trust shall be a President, a Treasurer, a Secretary, and such
other officers, if any, as the Trustees from time to time may in
their discretion elect. The Trust also may have such agents as
the Trustees from time to time may in their discretion appoint.
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 case until he or she sooner dies,
resigns, is removed or becomes disqualified. Each other officer
shall hold office and each agent shall retain authority at the
pleasure of the Trustees.
3.4 Powers. Subject to the other provisions of these
By-Laws, each officer shall have, in addition to the duties and
powers herein and in the Declaration of Trust set forth, such
duties and powers as commonly are incident to the office
occupied by him or her as if the Trust were organized as a
Massachusetts business corporation or such other duties and
powers as the Trustees may from time to time designate.
3.5 President. Unless the Trustees otherwise
provide, the President shall preside at all meetings of the
shareholders and of the Trustees. Unless the Trustees otherwise
provide, the President shall be the chief executive officer.
3.6 Treasurer. The Treasurer shall be the chief
financial and accounting officer of the Trust, and, subject to
the provisions of the Declaration of Trust and to any
arrangement made by the Trustees with a custodian, investment
adviser or manager, or transfer, shareholder servicing or
similar agent, shall be in charge of the valuable papers, books
of account and accounting records of the Trust, and shall have
such other duties and powers as may be designated from time to
time by the Trustees or by the President.
3.7 Secretary. The Secretary shall record all
proceedings of the shareholders and the Trustees in books to be
kept therefor, which books or a copy thereof shall be kept at
the principal office of the Trust. In the absence of the
Secretary from any meeting of the shareholders or Trustees, an
Assistant Secretary, or if there be none or if he or she is
absent, a temporary Secretary chosen at such meeting shall
record the proceedings thereof in the aforesaid books.
3.8 Resignations and Removals. Any Trustee or
officer may resign at any time by written instrument signed by
him or her and delivered to the President or Secretary or to a
meeting of the Trustees. Such resignation shall be effective
upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by them with
or without cause. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee or officer
resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or
removal, or any right to damages on account of such removal.
ARTICLE 4
Committees
4.1 Appointment. The Trustees may appoint from their
number an executive committee and other committees. Except as
the Trustees otherwise may determine, any such committee may
make rules for conduct of its business.
4.2 Quorum; Voting. A majority of the members of any
Committee of the Trustees shall constitute a quorum for the
transaction of business, and any action of such a Committee may
be taken at a meeting by a vote of a majority of the members
present (a quorum being present).
ARTICLE 5
Reports
The Trustees and officers shall render reports at the
time and in the manner required by the Declaration of Trust or
any applicable law. Officers and Committees shall render such
additional reports as they may deem desirable or as may from
time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
Except as from time to time otherwise provided by the
Trustees, the fiscal year of the Trust shall end on November
30th 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 the facts, that such
person was not liable by virtue of such conduct, by (a) the vote
of a majority of Trustees who are neither interested persons as
such term is defined in the Investment Company Act of 1940, nor
parties to the proceeding or (b) an independent legal counsel in
a written opinion. The Trust will not advance attorneys' fees
or other expenses incurred by the person to be indemnified
unless the Trust shall have (i) received an undertaking by or on
behalf of such person to repay the advance unless it is
ultimately determined that such person is entitled to
indemnification and one of the following conditions shall have
occurred: (x) such person shall provide security for his
undertaking, (y) the 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 18 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 purpose 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 as it appears in
the records of the Trust. Such notice shall be given by the
Secretary or an Assistant Secretary or by an officer designated
by the Trustees. No notice of any meeting of shareholders need
be given to a shareholder if a written waiver of notice,
executed before or after the meeting by such shareholder or his
attorney thereunto duly authorized, is filed with the records of
the meeting.
11.6 Ballots. No ballot shall be required for any
election unless requested by a shareholder present or
represented at the meeting and entitled to vote in the election.
11.7 Proxies. Shareholders entitled to vote may vote
either in person or by proxy in writing dated not more than six
months before the meeting named therein, which proxies shall be
filed with the Secretary or other person responsible to record
the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies
shall entitle the holders thereof to vote at any adjournment of
such meeting but shall not be valid after the final adjournment
of such meeting.
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: December 8, 1988
EXHIBIT (8)(A)
AMENDED AND RESTATED CUSTODY AGREEMENT
Amended and Restated Custody Agreement made as of
August 18, 1989 between DREYFUS TREASURY PRIME 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 I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not
any such person is an Officer or employee of the Fund, duly
authorized by the 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.I5 (519) and
applicable to such day and each succeeding day which is not a
business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes,
U.S. Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at
an agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option
with respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account
in the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member,
or otherwise, in accordance with an agreement between the Fund,
the Custodian and a broker, dealer, futures commission merchant
or Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund
may from time to time determine. Securities held in the
Book-Entry System or the Depository shall be deemed to have been
deposited in, or withdrawn from, a Margin Account upon the
Custodian's effecting an appropriate entry on its books and
records.
19. "Merger" shall mean (a) with respect to the Fund,
the consolidation or amalgamation with, merger into, or transfer
of all or substantially all of its assets to, another entity,
where the Fund is not the surviving entity, and (b) with respect
to the Custodian, any consolidation or amalgamation with, merger
into, or transfer of all or substantially all of its assets to,
another entity, except for any such consolidation, amalgamation,
merger or transfer of assets between the Custodian and The Bank
of New York Company, Inc. or any subsidiary thereof, or the
Irving Bank Corporation or any subsidiary thereof, provided that
the surviving entity agrees to be bound by the terms of this
Agreement.
20. "Money Market Security" shall be deemed to
include, without limitation, debt obligations issued or
guaranteed as to principal and interest by the government of the
United States or agencies or instrumentalities thereof,
commercial paper, certificates of deposit and bankers'
acceptances, repurchase and reverse repurchase agreements with
respect to the same and bank time deposits, where the purchase
and sale of such securities normally requires settlement in
Federal funds on the same date as such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation,
a clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its
nominee or nominees.
22. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the 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
ongoing basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the Depository
all Securities eligible for deposit therein and to utilize the
Depository to the extent possible in connection with it's
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 from those of any
other person or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate,
the Custodian by itself, or through the use of the Book-Entry
System or the Depository with respect to Securities therein
deposited, shall with respect to all Securities held for the
Fund in accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will
provide a conditional payment of income within 60 days from the
date the Custodian received such notice, unless the Custodian
reasonably concludes that such income was not due or payable to
the Fund, provided that the Custodian may reverse any such
conditional payment upon its reasonably concluding that all or
any portion of such income was not due or payable, and provided
further that the Custodian shall not be liable for failing to
collect on a timely basis the full amount of income due or
payable in respect of a "floating rate instrument" or "variable
rate instrument" (as such terms are defined under Rule 2a-7
under the Investment Company Act of 1940, as amended) if it has
acted in good faith, without negligence or willful misconduct.
(b) Present for payment and collect the amount
payable upon such Securities which are called, but only if
either (i) the Custodian receives a written notice of such call,
or (ii) notice of such call appears in one or more of the
publications listed in Appendix C annexed hereto, which may be
amended at any time by the Custodian upon five business days'
prior notification to the Fund;
(c) Present for payment and collect the amount
payable upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws
or the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System
or the Depository with respect to Securities therein deposited,
for the account of the Fund all rights and similar securities
issued with respect to any Securities held by the Custodian
hereunder.
6. Upon receipt of a Certificate and not otherwise,
the Custodian, directly or through the use of the Book-Entry
System or the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents,
authorizations, and any other instruments whereby the authority
of the Fund as owner of any Securities may be exercised;
(b) Deliver any Securities held for the Fund in
exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person
in connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or
other instruments or documents as may be issued to it to
evidence such delivery;
(d) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount
payable upon Securities not described in preceding paragraph
5(b) of this Article which may be called as specified in the
Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to
such availability, the Custodian shall comply with Section 17(f)
of the Investment Company Act of 1940, as amended, in connection
with the purchase, sale, settlement, closing out or writing of
Futures Contracts, Options or Futures Contract Options by making
payments or deliveries specified in Certificates received by the
Custodian in connection with any such purchase, sale, writing,
settlement or closing out upon its receipt from a broker, dealer
or futures commission merchant of a statement or confirmation
reasonably believed by the Custodian to be in the form
customarily used by brokers, dealers, or futures commission
merchants with respect to such Futures Contracts, Options or
Futures Contract Options, as the case may be, confirming that
such Security is held by such broker, dealer or futures
commission merchant, in book-entry form or otherwise, in the
name of the Custodian (or any nominee of the Custodian) as
custodian for the Fund, provided, however, that payments to or
deliveries from the Margin Account shall be made in accordance
with the terms and conditions of the Margin Account Agreement.
Whenever any such instruments or certificates are available, the
Custodian shall, notwithstanding any provision in this Agreement
to the contrary, make payment for any Futures Contract, Option
or Futures Contract Option for which such instruments or such
certificates are available only against the delivery to the
Custodian of such instrument or such certificate, and deliver
any Futures Contract, Option or Futures Contract Option for
which such instruments or such certificates are available only
against receipt by the Custodian of payment therefor. Any such
instrument or certificate delivered to the Custodian shall be
held by the Custodian hereunder in accordance with, and subject
to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the
Fund shall deliver to the Custodian (i) with respect to each
purchase of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase:
(a) the name of the issuer and the title of the Securities; (b)
the number of shares or the principal amount purchased and
accrued interest, if any; (c) the date of purchase and
settlement; (d) the purchase price per unit; (e) the total
amount payable upon such purchase; (f) the name of the person
from whom or the broker through whom the purchase was made, and
the name of the clearing broker, if any; and (g) the name of the
broker to which payment is to be made. The Custodian shall,
upon receipt of Securities purchased by or for the Fund, pay out
of the moneys held for the account of the Fund the total amount
payable to the person from whom, or the broker through whom, the
purchase was made, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral
Instructions or Written Instructions.
2. Promptly after each sale of Securities by the
Fund, other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions,
specifying with respect to each such sale: (a) the name of the
issuer and the title of the Security; (b) the number of shares
or principal amount sold, and accrued interest, if any; (c) the
date of sale; (d) the sale price per unit; (e) the total amount
payable to the Fund upon such sale; (f) the name of the broker
through whom or the person to whom the sale was made, and the
name of the clearing broker, if any; and (g) the name of the
broker to whom the Securities are to be delivered. The
Custodian shall deliver the Securities upon receipt of the total
amount payable to the Fund upon such sale, provided that the
same conforms to the total amount payable as set forth in such
Certificate, Oral Instructions or Written Instructions. Subject
to the foregoing, the Custodian may accept payment in such form
as shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing
among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the type
of Option (put or call); (b) the name of the issuer and the
title and number of shares subject to such Option or, in the
case of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options purchased;
(c) the expiration date; (d) the exercise price; (e) the dates
of purchase and settlement; (f) the total amount payable by the
Fund in connection with such purchase; (g) the name of the
Clearing Member through which such Option was purchased; and (h)
the name of the broker to whom payment is to be made. The
Custodian shall pay, upon receipt of a Clearing Member's
statement confirming the purchase of such Option held by such
Clearing Member for the account of the Custodian (or any duly
appointed and registered nominee of the Custodian) as custodian
for the Fund, out of moneys held for the account of the Fund,
the total amount payable upon such purchase to the Clearing
Member through whom the purchase was made, provided that the
same conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph l hereof, the Fund shall deliver
to the Custodian a Certificate specifying with respect to each
such sale: (a) the type of Option (put or call); (b) the name
of the issuer and the title and number of shares subject to such
Option or, in the case of a Stock Index Option, the stock index
to which such Option relates and the number of Stock Index
Options sold; (c) the date of sale; (d) the sale price; (e) the
date of settlement; (f) the total amount payable to the Fund
upon such sale; and (g) the name of the Clearing Member through
which the sale was made. The Custodian shall consent to the
delivery of the Option sold by the Clearing Member which
previously supplied the confirmation described in preceding
paragraph 1 of this Article with respect to such Option against
payment to the Custodian of the total amount payable to the
Fund, provided that the same conforms to the total amount
payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any
Call Option purchased by the Fund pursuant to paragraph 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, issue a Put Option
guarantee letter substantially in the form utilized by the
Custodian on the date hereof, and deliver the same to the
Clearing Member specified in the Certificate against receipt of
the premium specified in said Certificate. Notwithstanding the
foregoing, the Custodian shall be under no obligation to issue
any Put Option guarantee letter or similar document if it is
unable to make any of the representations contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund
shall promptly deliver to the Custodian a Certificate
specifying: (a) the name of the issuer and title and number of
shares subject to the Put Option; (b) the Clearing Member from
which the underlying Securities are to be received; (c) the
total amount payable by the Fund upon such delivery; (d) the
amount of cash and/or the amount and kind of Securities to be
withdrawn from the Collateral Account; and (e) the amount of
cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account. Upon the return
and/or cancellation of any Put Option guarantee letter or
similar document issued by the Custodian in connection with such
Put Option, the Custodian shall pay out of the moneys held for
the account of the Fund the total amount payable to the Clearing
Member specified in the Certificate as set forth in such
Certificate, and shall make the withdrawals specified in such
Certificate.
10. Whenever the Fund writes a Stock Index Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) whether
such Stock Index Option is a put or a call; (b) the number of
Options written; (c) the stock index to which such Option
relates; (d) the expiration date; (e) the exercise price; (f)
the Clearing Member through which such Option was written; (g)
the premium to be received by the Fund; (h) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (i) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Collateral Account; and (j) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in a Margin Account, and the name in which such
account is to be or has been established. The Custodian shall,
upon receipt of the premium specified in the Certificate, make
the deposits, if any, into the Segregated Security Account
specified in the Certificate, and either (1) deliver such
receipts, if any, which the Custodian has specifically agreed to
issue, which are in accordance with the customs prevailing among
Clearing Members in Stock Index Options and make the deposits
into the Collateral Account specified in the Certificate, or (2)
make the deposits into the Margin Account specified in the
Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) such information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member through
which such Stock Index Option is being exercised; (c) the total
amount payable upon such exercise, and whether such amount is to
be paid by or to the Fund; (d) the amount of cash and/or amount
and kind of Securities, if any, to be withdrawn from the Margin
Account; and (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article,
the Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical
to a previously written Option described in paragraphs 6, 8 or
10 of this Article in a transaction expressly designated as a
"Closing Purchase Transaction" in order to liquidate its
position as a writer of an Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect
to the Option being purchased: (a) that the transaction is a
Closing Purchase Transaction; (b) the name of the issuer and the
title and number of shares subject to the Option, or, in the
case of a Stock Index Option, the stock index to which such
Option relates and the number of Options held; (c) the exercise
price; (d) the premium to be paid by the Fund; (e) the
expiration date; (f) the type of Option (put or call); (g) the
date of such purchase; (h) the name of the Clearing Member to
which the premium is to be paid; and (i) the amount of cash
and/or the amount and kind of Securities, if any, to be
withdrawn from the Collateral Account, a specified Margin
Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8
or 10 of this Article with respect to the Option being
liquidated through the Closing Purchase Transaction, the
Custodian shall remove, or direct the Depository to remove, the
previously imposed restrictions on the Securities underlying the
Call Option.
13. Upon the expiration or exercise of, or
consummation of a Closing Purchase Transaction with respect to,
any Option purchased or written by the Fund and described in
this Article, the Custodian shall delete such Option from the
statements delivered to the Fund pursuant to paragraph 3 of
Article III herein, and upon the return and/or cancellation of
any receipts issued by the Custodian, shall make such
withdrawals from the Collateral Account, the Margin Account
and/or the Segregated Security Account as may be specified in a
Certificate received in connection with such expiration,
exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with
respect to any number of identical Futures Contract(s)): (a)
the category of Futures Contract (the name of the underlying
stock index or financial instrument); (b) the number of
identical Futures Contracts entered into; (c) the delivery or
settlement date of the Futures Contract(s); (d) the date the
Futures Contract(s) was (were) entered into and the maturity
date; (e) whether the Fund is buying (going long) or selling
(going short) on such Futures Contract(s); (f) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (g) the name of
the broker, dealer or futures commission merchant through which
the Futures Contract was entered into; and (h) the amount of fee
or commission, if any, to be paid and the name of the broker,
dealer or futures commission merchant to whom such amount is to
be paid. The Custodian shall make the deposits, if any, to the
Margin Account in accordance with the terms and conditions of
the Margin Account Agreement. The Custodian shall make payment
of the fee or commission, if any, specified in the Certificate
and deposit in the Segregated Security Account the amount of
cash and/or the amount and kind of Securities specified in said
Certificate.
2. (a) Any variation margin payment or similar
payment required to be made by the Fund to a broker, dealer or
futures commission merchant with respect to an outstanding
Futures Contract shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar
payment from a broker, dealer or futures commission merchant to
the Fund with respect to an outstanding Futures Contract shall
be received and dealt with by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the custodian
hereunder is retained by the Fund until delivery or settlement
is made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Futures Contract;
(b) with respect to a Stock Index Futures Contract, the total
cash settlement amount to be paid or received, and with respect
to a Financial Futures Contract, the Securities and/or amount of
cash to be delivered or received; (c) the broker, dealer or
futures commission merchant to or from which payment or delivery
is to be made or received; and (d) the amount of cash and/or
Securities to be withdrawn from the Segregated Security Account.
The Custodian shall make the payment or delivery specified in
the Certificate and delete such Futures Contract from the
statements delivered to the Fund pursuant to paragraph 3 of
Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b)
the Futures Contract being offset. The Custodian shall make
payment of the fee or commission, if any, specified in the
Certificate and delete the Futures Contract being offset from
the statements delivered to the Fund pursuant to paragraph 3 of
Article III herein, and make such withdrawals from the
Segregated security Account as may be specified in such
Certificate. The withdrawals, if any, to be made from the
Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures
Contract Option by the Fund, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such Futures
Contract Option: (a) the type of Futures Contract Option (put
or call); (b) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option purchased; (c) the
expiration date; (d) the exercise price; (e) the dates of
purchase and settlement; (f) the amount of premium to be paid by
the Fund upon such purchase; (g) the name of the broker or
futures commission merchant through which such option was
purchased; and (h) the name of the broker or futures commission
merchant to whom payment is to be made. The Custodian shall pay
the total amount to be paid upon such purchase to the broker or
futures commission merchant through whom the purchase was made,
provided that the same conforms to the amount set forth in such
Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date
of settlement; (f) the total amount payable to the Fund upon
such sale; and (g) the name of the broker or futures commission
merchant through which the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by
the Fund pursuant to paragraph 1 is exercised by the Fund, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option (put or
call) being exercised; (b) the type of Futures Contract
underlying the Futures Contract Option; (c) the date of
exercise; (d) the name of the broker or futures commission
merchant through which the Futures Contract Option is exercised;
(e) the net total amount, if any, payable by the Fund; (f) the
amount, if any, to be received by the Fund; and (g) the amount
of cash and/or the amount and kind of Securities to be deposited
in the Segregated Security Account. The Custodian shall make
the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate.
The deposits, if any, to be made to the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract
Option, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as
may be necessary to identify the Futures Contract underlying the
Futures Contract Option; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the Fund; (f)
the name of the broker or futures commission merchant through
which the premium is to be received; and (g) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account. The Custodian
shall, upon receipt of the premium specified in the Certificate,
make the deposits into the Segregated Security Account, if any,
as specified in the Certificate. The deposits, if any, to be
made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying: (a) the
particular Futures Contract Option exercised; (b) the type of
Futures Contract underlying the Futures Contract Option; (c) the
name of the broker or futures commission merchant through which
such Futures Contract Option was exercised; (d) the net total
amount, if any, payable to the Fund upon such exercise; (e) the
net total amount, if any, payable by the Fund upon such
exercise; and (f) the amount of cash and/or the amount and kind
of Securities to be deposited in the Segregated Security
Account. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in such
Certificate make the payments, if any, and the deposits, if any,
into the Segregated Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is
written by the Fund and which is a Put Option is exercised, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option
exercised; (b) the type of Futures Contract underlying such
Futures Contract Option; (c) the name of the broker or futures
commission merchant through which such Futures Contract Option
is exercised; (d) the net total amount, if any, payable to the
Fund upon such exercise; (e) the net total amount, if any,
payable by the Fund upon such exercise; and (f) the amount and
kind of Securities and/or cash to be withdrawn from or deposited
in the Segregated Security Account, if any. The Custodian
shall, upon its receipt of the net total amount payable to the
Fund, if any, specified in the Certificate, make the payments,
if any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits to and/or
withdrawals from the Margin Account, if any, shall be made by
the Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as
a writer of such Futures Contract Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with
respect to the Futures Contract Option being purchased: (a)
that the transaction is a closing transaction; (b) the type of
Futures Contract and such other information as may be necessary
to identify the Futures Contract underlying the Futures Contract
Option; (c) the exercise price; (d) the premium to be paid by
the Fund; (e) the expiration date; (f) the name of the broker or
futures commission merchant to which the premium is to be paid;
and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account. The Custodian shall effect the withdrawals from the
Segregated Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
8. Upon the expiration or exercise of, or
consummation of a closing transaction with respect to, any
Futures Contract Option written or purchased by the Fund and
described in this Article, the Custodian shall (a) delete such
Futures Contract Option from the statements delivered to the
Fund pursuant to paragraph 3 of Article III herein, and (b) make
such withdrawals from, and/or, in the case of an exercise, such
deposits into, the Segregated Security Account as may be
specified in a Certificate. The deposits to and/or withdrawals
from the Margin Account, if any, shall be made by the Custodian
in accordance with the terms and conditions of the Margin
Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the name
of the issuer and the title of the Security; (b) the number of
shares or principal amount sold, and accrued interest or
dividends, if any; (c) the dates of the sale and settlement; (d)
the sale price per unit; (e) the total amount credited to the
Fund upon such sales, if any; (f) the amount of cash and/or the
amount and kind of Securities, if any, which are to be deposited
in a Margin Account and the name in which such Margin Account
has been or is to be established; (g) the amount of cash and/or
the amount and kind of Securities, if any, to be deposited in a
Segregated Security Account; and (h) the name of the broker
through which such short sale was made. The Custodian shall
upon its receipt of a statement from such broker confirming such
sale and that the total amount credited to the Fund upon such
sale, if any, as specified in the Certificate is held by such
broker for the account of the Custodian (or any nominee of the
Custodian) as custodian of the Fund, issue a receipt or make the
deposits into the Margin Account and the Segregated Security
Account specified in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out:
(a) the name of the issuer and the title of the Security; (b)
the number of shares or the principal amount, and accrued
interest or dividends, if any, required to effect such
closing-out to be delivered to the broker; (c) the dates of the
closing-out and settlement; (d) the purchase price per unit; (e)
the net total amount payable to the Fund upon such closing-out;
(f) the net total amount payable to the broker upon such
closing-out; (g) the amount of cash and the amount and kind of
Securities to be withdrawn, if any, from the Margin Account; (h)
the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Segregated Security Account; and
(i) the name of the broker through which the Fund is effecting
such closing-out. The Custodian shall, upon receipt of the net
total amount payable to the Fund upon such closing-out and the
return and/or cancellation of the receipts, if any, issued by
the custodian with respect to the short sale being closed-out,
pay out of the moneys held for the account of the Fund to the
broker the net total amount payable to the broker, and make the
withdrawals from the Margin Account and the Segregated Security
Account, as the same are specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held
by the Custodian hereunder, the Fund shall deliver to the
Custodian a Certificate or in the event such Reverse Repurchase
Agreement is a Money Market Security, a Certificate, Oral
Instructions or Written Instructions specifying: (a) the total
amount payable to the Fund in connection with such Reverse
Repurchase Agreement; (b) the broker or dealer through or with
which the Reverse Repurchase Agreement is entered; (c) the
amount and kind of Securities to be delivered by the Fund to
such broker or dealer; (d) the date of such Reverse Repurchase
Agreement; and (e) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in a Segregated Security
Account in connection with such Reverse Repurchase Agreement.
The Custodian shall, upon receipt of the total amount payable to
the Fund specified in the Certificate, Oral Instructions or
Written Instructions make the delivery to the broker or dealer,
and the deposits, if any, to the Segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund
shall promptly deliver a Certificate or, in the event such
Reverse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions to the
Custodian specifying: (a) the Reverse Repurchase Agreement
being terminated; (b) the total amount payable by the Fund in
connection with such termination; (c) the amount and kind of
Securities to be received by the Fund in connection with such
termination; (d) the date of termination; (e) the name of the
broker or dealer with or through which the Reverse Repurchase
Agreement is to be terminated; and (f) the amount of cash and/or
the amount and kind of Securities to be withdrawn from the
Segregated Security Account. The Custodian shall, upon receipt
of the amount and kind of Securities to be received by the Fund
specified in the Certificate, Oral Instructions or Written
Instructions, make the payment to the broker or dealer, and the
withdrawals, if any, from the Segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account
as specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount
and kind of Securities to be deposited in, or withdrawn from,
the Segregated Security Account. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and the number of shares or the principal amount of any
particular Securities to be deposited by the Custodian into, or
withdrawn from, a Segregated Securities Account, the Custodian
shall be under no obligation to make any such deposit or
withdrawal and shall no 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 IV,
or which results in an overdraft for some other reason, or if
the Fund is for any other reason indebted to the Custodian
(except a borrowing for investment or for temporary or emergency
purposes using Securities as collateral pursuant to a separate
agreement and subject to the provisions of paragraph 2 of this
Article XIII), such overdraft or indebtedness shall be deemed to
be a loan made by the Custodian to the Fund payable on demand
and shall bear interest from the date incurred at a rate per
annum (based on a 360-day year for the actual number of days
involved) equal to the Federal Funds Rate plus 1/2%, such rate
to be adjusted on the effective date of any change in such
Federal Funds Rate but in no event to be less than 6% per annum,
except that any overdraft resulting from an error by the
Custodian shall bear no interest. Any such overdraft or
indebtedness shall be reduced by an amount equal to the total of
all amounts due the Fund which have not been collected by the
Custodian on behalf of the Fund when due because of the failure
of the Custodian to make timely demand or presentment for
payment. In addition, the Fund hereby agrees that the Custodian
shall have a continuing lien and security interest in and to any
property at any time held by it for the benefit of the Fund or
in which the Fund may have an interest which is then in the
Custodian's possession or control or in possession or control of
any third party acting in the Custodian's behalf. The Fund
authorizes the Custodian, in its sole discretion, at any time to
charge any such overdraft or indebtedness together with interest
due thereon against any balance of account standing to the
Fund's credit on the Custodian's books. For purposes of this
Section 1 of Article XIII, "overdraft" shall mean a negative
Available Balance.
2. The Fund will cause to be delivered to the
Custodian by any bank (including, if the borrowing is pursuant
to a separate agreement, the Custodian) from which it borrows
money for investment or for temporary or emergency purposes
using Securities as collateral for such borrowings, a notice or
undertaking in the form currently employed by any such bank
setting forth the amount which such bank will loan to the Fund
against delivery of a stated amount of collateral. The Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to each such borrowing: (a) the name of the bank;
(b) the amount and terms of the borrowing, which may be set
forth by incorporating by reference an attached promissory note,
duly endorsed by the Fund, or other loan agreement; (c) the time
and date, if known, on which the loan is to be entered into; (d)
the date on which the loan becomes due and payable; (e) the
total amount payable to the Fund on the borrowing date; (f) the
market value of Securities to be delivered as collateral for
such loan, including the name of the issuer, the title and the
number of shares or the principal amount of any particular
Securities; and (g) a statement specifying whether such loan is
for investment purposes or for temporary or emergency purposes
and that such loan is in conformance with the Investment Company
Act of 1940 and the Fund's prospectus. The Custodian shall
deliver on the borrowing date specified in a Certificate the
specified collateral and the executed promissory note, if any,
against delivery by the lending bank of the total amount of the
loan payable, provided that the same conforms to the total
amount payable as set forth in the Certificate. The Custodian
may, at the option of the lending bank, keep such collateral in
its possession, but such collateral shall be subject to all
rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver
such Securities as additional collateral as may be specified in
a Certificate to collateralize further any transaction described
in this paragraph. The Fund shall cause all Securities released
from collateral status to be returned directly to the Custodian,
and the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the
Custodian, the Custodian shall not be under any obligation to
deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
Articles of Incorporation and as disclosed in its most recent
and currently effective prospectus to lend its portfolio
Securities, within 24 hours after each loan of portfolio
Securities the Fund shall deliver or cause to be delivered to
the Custodian a Certificate specifying with respect to each such
loan: (a) the name of the issuer and the title of the
Securities; (b) the number of shares or the principal amount
loaned; (c) the date of loan and delivery; (d) the total amount
to be delivered to the Custodian against the loan of the
Securities, including the amount of cash collateral and the
premium, if any, separately identified; and (e) the name of the
broker, dealer or financial institution to which the loan was
made. The Custodian shall deliver the Securities thus
designated to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount
designated as to be delivered against the loan of Securities.
The Custodian may accept payment in connection with a delivery
otherwise than through the Book-Entry System or Depository only
in the form of a certified or bank cashier's check payable to
the order of the Fund or the Custodian drawn on New York
Clearing House funds and may deliver Securities in accordance
with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be
returned; (b) the number of shares or the principal amount to be
returned; (c) the date of termination; (d) the total amount to
be delivered by the Custodian (including the cash collateral for
such Securities minus any offsetting credits as described in
said Certificate); and (e) the name of the broker, dealer or
financial institution from which the Securities will be
returned. The Custodian shall receive all Securities returned
from the broker, dealer, or financial institution to which such
Securities were loaned and upon receipt thereof shall pay, out
of the moneys held for the account of the Fund, the total amount
payable upon such return of Securities as set forth in the
Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or
damage, including counsel fees, resulting from its action or
omission to act or otherwise, either hereunder or under any
Margin Account Agreement, except for any such loss or damage
arising out of its own negligence or willful misconduct. The
Custodian may, with respect to questions of law arising
hereunder or under any Margin Account Agreement, apply for and
obtain the advice and opinion of counsel to the Fund or of its
own counsel, at the expense of the Fund, and shall be fully
protected with respect to anything done or omitted by it in good
faith in conformity with such advice or opinion. The Custodian
shall be liable to the Fund for any loss or damage resulting
from the use of the Book-Entry System or any Depository arising
by reason of any negligence, misfeasance or willful misconduct
on the part of the Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of
the purchase, sale or writing thereof, or the propriety of the
amount paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the
Fund's Shares, or the propriety of the amount to be paid
therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the
Custodian be under any duty or obligation to see to it that any
cash collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan
of portfolio Securities of the Fund is adequate collateral for
the Fund against any loss it might sustain as a result of such
loan. The Custodian specifically, but not by way of limitation,
shall not be under any duty or obligation periodically to check
or notify the Fund that the amount of such cash collateral held
by it for the Fund is sufficient collateral for the Fund, but
such duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer or financial
institution to which portfolio Securities of the Fund are lent
pursuant to Article XIV of this Agreement makes payment to it of
any dividends or interest which are payable to or for the
account of the Fund during the period of such loan or at the
termination of such loan, provided, however, that the Custodian
shall promptly notify the Fund in the event that such dividends
or interest are not paid and received when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated
Security Account or Collateral Account in connection with
transactions by the Fund. In addition, the Custodian shall be
under no duty or obligation to see that any broker, dealer,
futures commission merchant or Clearing Member makes payment to
the Fund of any variation margin payment or similar payment
which the Fund may be entitled to receive from such broker,
dealer, futures commission merchant or Clearing Member, to see
that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the
amount the Fund is entitled to receive, or to notify the Fund of
the Custodian's receipt or non-receipt of any such payment;
provided however that the Custodian, upon the Fund's written
request, shall, as Custodian, demand from any broker, dealer,
futures commission merchant or Clearing Member identified by the
Fund the payment of any variation margin payment or similar
payment that the Fund asserts it is entitled to receive pursuant
to the terms of a Margin Account Agreement or otherwise from
such broker, dealer, futures commission merchant or Clearing
Member.
3. The Custodian shall not be liable for, or
considered to be the Custodian of, any money, whether or not
represented by any check, draft or other instrument for the
payment of money, received by it on behalf of the Fund until the
Custodian actually receives and collects such money directly or
by the final crediting of the account representing the Fund's
interest at the Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and
shall not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in
the Depository which may mature or be redeemed, retired, called
or otherwise become payable. However, upon receipt of a
Certificate from the Fund of an overdue amount on Securities
held in the Depository, the Custodian shall make a claim against
the Depository on behalf of the Fund, except that the Custodian
shall not be under any obligation to appear in, prosecute or
defend any action, suit or proceeding in respect to any
Securities held by the Depository which in its opinion may
involve it in expense or liability, unless indemnity
satisfactory to it against all expense and liability be
furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent
of the Fund of any amount paid by the Custodian to the Transfer
Agent of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation,
unless and until (i) it shall be directed to take such action by
a Certificate and (ii) it shall be assured to its satisfaction
of reimbursement of its costs and expenses in connection with
any such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian
or Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in a Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the
Fund's Board of 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
Articles of Incorporation.
9. (a) The Custodian shall be entitled to receive
and the Fund agrees to pay to the Custodian all reasonable
out-of-pocket expenses and such compensation and fees as are
specified on Schedule A hereto. The Custodian shall not deem
amounts payable in respect of foreign custodial services to be
out-of-pocket expenses, it being the parties' intention that all
fees for such services shall be as set forth on Schedule B
hereto and shall be provided for the term of this Agreement
without any automatic or unilateral increase. The Custodian
shall have the right to unilaterally increase the figures on
Schedule A on or after March 1, 1991 and on or after each
succeeding March 1 thereafter by an amount equal to 50% of the
increase in the Consumer Price Index for the calendar year
ending on the December 31 immediately preceding the calendar
year in which such March 1 occurs, provided, however, that
during each such annual period commencing on a March 1, the
aggregate increase during such period shall not be in excess of
10%. Any increase by the Custodian shall be specified in a
written notice delivered to the Fund at least thirty days prior
to the effective date of the increase. The Custodian may charge
such compensation and any expenses incurred by the Custodian in
the performance of its duties pursuant to such agreement against
any money held by it for the account of the Fund. The Custodian
shall also be entitled to change 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 responsibi-
lities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the
Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (c)
and (d) herein, neither party may terminate this Agreement until
the earlier of the following: (i) August 31, 1993, and (ii) the
third anniversary of the earliest date on which none of the
companies listed on Schedule C hereto is a transfer agency
customer of the Custodian. Any such termination may be effected
only by the terminating party giving to the other party a notice
in writing specifying the date of such termination, which shall
be not less than two hundred seventy (270) days after the date
of giving of such notice.
(b) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations under this Agreement and such breach has remained
uncured for a period of thirty days after the Custodian's
receipt from the Fund of written notice specifying such breach.
(c) Either party, immediately upon written
notice to the other party, may terminate this Agreement upon the
Merger or Bankruptcy of the other party.
(d) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations under the "Amendment to Transfer Agency Agreements"
dated August 18, 1989 and has not cured such breach as promptly
as practicable and in any event within seven days of its receipt
of written notice of such breach, provided that the Custodian
shall not be permitted to cure any such material breach arising
from the willful misconduct of the Custodian.
In the event notice of termination is given by the
Fund, it shall be accompanied by a copy of a resolution of the
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 10015, or at such other
place as the Custodian may from time to time designate in
writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Fund, shall be sufficiently given if addressed to the Fund and
mailed or delivered to it at its office at 666 Old Country Road,
Garden City, New York 11530, or at such other place as the Fund
may from time to time designate in writing.
5. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the same formality as this Agreement and approved
by a resolution of the 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 l, 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 Prime Cash Management
By: __________________________
John Pyburn, Treasurer
Attest:
______________________
THE BANK OF NEW YORK
By: __________________________
Attest:
______________________
Appendix A
DREYFUS TREASURY PRIME CASH MANAGEMENT
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund officers, Paul Casti, Jr. Alan Eisner
Frank Greene, John Bale, Jeffey Nachman Lawrence Greene
Jack Pierce and Mary Kate John Pyburn Julian Smerling
Schoenberger Joseph DiMartino Thomas Durante
Robert Dubuss James Windels
Joseph Connolly Paul Molloy
Gregory Gruber
Cash Account
1. Fees payable to The Bank of New York pursuant to written
agreement with the Fund for services rendered in its
capacity as Custodian or agent of the Fund, or to The
Shareholder Services Group, Inc. in its capacity as Transfer
Agent or agent of the Fund:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either
Group I or Group II, or both such Groups, except
that an officer of the Fund who also is listed in
Group II shall sign only once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be
from Group II, except that an officer of the Fund
who also is listed in Group II shall sign only
once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or
Group II, including any one of the following:
Paul Casti, Jr., James Windels, Jeffrey Nachman,
John Pyburn or Alan Eisner, except that no
individual shall be authorized to sign more than
once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Joseph DiMartino,
Robert Dubuss, Alan Eisner, Lawrence Greene,
Julian Smerling,Paul Casti, Jr., John DeLise,
Michael McCarthy, Thomas Durante, Mary Kate
Schoenberger, Jack Pierce and Claudia Delgado.
DREYFUS TREASURY PRIME 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 Fund'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 J. Goodman Vice President and Investment Officer
Monte J. Gordon Vice President and Investment Officer
Barbara L. Kenworthy Vice President and 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. Nachman Controller
Title: Title:
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 PRIME CASH MANAGEMENT
Domestic Custody Fees
Basic Fee: 1/50th of 1% of the first $200,000,000, 1/100th of
1% of the next $200,000,000, and 1/200th of 1% of
the excess over $400,000,000 per annum of the
total market value of domestic securities held.
Custodial Transactions:
$15.00 for each settlement via book entry - DTC/FRB/FRB
Paydowns.
$20.00 for all physicals, futures, options, GNMA/CMO
Paydowns.
$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. Malasia
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
[LETTERHEAD OF BANK OF NEW YORK]
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 BANK OF NEW YORK
Mr. Kevin Flood
August 10, 1989
Page 2
The above fee schedule is applicable to the 22 countries
listed on Attachment I. Please note that expansion into other
more emerging markets/countries is possible, but would be
covered under a separate agreement.
If you are in agreement with this fee schedule, please sign
and return the enclosed copy of this letter.
Sincerely,
/s/ Masao Yamaguchi
Approved by: ____________________
Kevin Flood
Date : ____________________
MY:to
cc: The Bank of New York Dreyfus
F. Ricciardi J. Nachman
EXHIBIT 8(b)
SUB-CUSTODIAN AGREEMENT
SUB-CUSTODIAN AGREEMENT, made as of this 8th day of December,
1988, 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 PRIME
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 form 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 moneys owned by the
Fund. FIB will not be responsible for such Securities and such
moneys or for any other moneys 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 Sub-custodian 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, in
ding 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 detailed
statement of the securities and moneys held for the Fund under this
Agreement. In connection with any purchase or sale of securities,
FIB shall identify, by book-entry or otherwise, 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 beneficial
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 p.m., 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 writ ten 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
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 a.m. 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. With respect to questions of law, FIB may
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. With
respect to questions of law, the Custodian may 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 or
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, on or before the
termination date, may 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 sub-custodian, FIB, on the
date specified in the notice given under the preceding paragraph,
shall deliver directly to the Custodian all securities and moneys
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 PRIME
CASH
MANAGEMENT
By:
Attest:
EXHIBIT 10
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004-2594
December 12, 1988
Dreyfus Treasury Prime
Cash Management
666 Old Country Road
Garden City, New York 11530
Gentlemen:
We have acted as counsel to Dreyfus Treasury Prime Cash
Management (the "Fund") in connection with the preparation of a
Registration Statement on Form N-1A, Registration No. 33-25941
(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
nonassessable 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,
/s/ Stroock & Stroock & Lavan
STROOCK & STROOCK & LAVAN
ROPES & GRAY
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
December 12, 1988
Stroock a Stroock a 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
Prime 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, as amended to date, 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,
/s/ Ropes & Gray
Ropes & Gray
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our report
dated March 29, 1996, in this Registration Statement (Form N-1A 33-25941)
of Dreyfus Treasury Prime Cash Management.
ERNST & YOUNG LLP
New York, New York
June 26, 1996
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