File No. 33-42431
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. 6 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 6 [ X ]
(Check appropriate box or boxes.)
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
X on October 10, 1995 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
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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 July 31, 1995 was filed on September 29,
1995.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 3
4 General Description of Registrant 4
5 Management of the Fund 10
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 17
7 Purchase of Securities Being Offered 11
8 Redemption or Repurchase 13
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-19
13 Investment Objectives and Policies B-2
14 Management of the Fund B-7
15 Control Persons and Principal B-10
Holders of Securities
16 Investment Advisory and Other B-11
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS NEW YORK MUNICIPAL 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-17
18 Capital Stock and Other Securities B-19
19 Purchase, Redemption and Pricing B-12, B-15,
of Securities Being Offered B-16
20 Tax Status *
21 Underwriters B-13
22 Calculations of Performance Data B-18
23 Financial Statements B-43
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-4
Common Control with Registrant
26 Number of Holders of Securities C-4
27 Indemnification C-4
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-11
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS OCTOBER 10, 1995
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
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DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (THE "FUND") IS AN
OPEN-END, NON-DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY
MARKET MUTUAL FUND. ITS GOAL IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK CITY PERSONAL
INCOME TAXES TO THE EXTENT CONSISTENT WITH THE PRESERVATION OF CAPITAL AND
THE MAINTENANCE OF LIQUIDITY.
THE FUND IS DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY BANKS,
ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL OR
SIMILAR CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY INDIVIDUALS,
ALTHOUGH INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS MAINTAINED BY
INDIVIDUALS. SUCH INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES OF THIS
PROSPECTUS TO EACH INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION
PURCHASES FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, THE FUND IS OFFERING CLASS A SHARES AND CLASS B
SHARES. CLASS A SHARES AND CLASS B SHARES ARE IDENTICAL, EXCEPT AS TO THE
SERVICES OFFERED TO AND THE EXPENSES BORNE BY EACH CLASS. CLASS B BEARS
CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN ACCORDANCE WITH RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940. INVESTORS CAN INVEST, REINVEST OR
REDEEM SHARES AT ANY TIME WITHOUT CHARGE OR PENALTY IMPOSED BY THE FUND.
THE DREYFUS CORPORATION SERVES AS THE FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED OCTOBER 10, 1995,
WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF
CERTAIN AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST
TO SOME INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO
THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR
CALL 1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. ALL MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL.
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <S> <C>
Page Page
Annual Fund Operating Expenses...... 2 Investor Services............................. 12
Condensed Financial Information..... 3 How to Redeem Fund Shares..................... 13
Yield Information................... 3 Service Plan................................. 14
Description of the Fund............. 4 Shareholder Services Plan.................... 14
Management of the Fund.............. 10 Dividends, Distributions and Taxes .......... 15
How to Buy Fund Shares.............. 11 General Information.......................... 17
</TABLE>
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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.
- ----------------------------------------------------------------------------
<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>
- ----------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
- ----------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by the Fund, the payment of which
will reduce investors' annual return. Unless The Dreyfus Corporation gives
the Fund's investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for Fund expenses (exclusive of
taxes, brokerage, interest on borrowings and (with the prior written consent
of the necessary state securities commissions) extraordinary expenses) other
than the following expenses, which will be borne by the Fund: (i) the
management fee payable by the Fund monthly at the annual rate of .20 of 1% of
the Fund's average daily net assets and (ii) as to Class B shares only,
payments made pursuant to the Fund's Service Plan at the annual rate of .25
of 1% of the value of the average daily net assets of Class B. Institutions
and certain Service Agents (as defined below) effecting transactions in Fund
shares for the accounts of their clients may charge their clients direct fees
in connection with such transactions; such fees are not reflected in the
foregoing table. See "Management of the Fund," "How to Buy Fund Shares,"
"Service Plan" and "Shareholder Services Plan."
Page 2
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Beneficial Interest outstanding, total investment return, ratios to
average net assets and other supplemental data for each year indicated. This
information has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
------------------------- -----------------------
YEAR ENDED JULY 31, YEAR ENDED JULY 31,
-------------------------- -------------------------
PERSHARE DATA: 1992(1) 1993 1994 1995 1994(2) 1995
------ ---- ---- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year................... $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
------ ------ ------ ------- ------ ------
Investment Operations:
Investment income_net .............................. .0222 .0225 .0221 .0341 .0107 .0316
Net realized and unrealized gain (loss) on investments... - - - - - (.0003)
------ ------ ------ ------- ------ ------
Total from Investment Operations..................... .0222 .0225 .0221 .0341 .0107 .0313
------ ------ ------ ------- ------ ------
Distributions;
Dividends from investment income-net................. (.0222) (.0225) (.0221) (.0341) (.0107) (.0316)
------ ------ ------ ------- ------ ------
Net asset value, end of year......................... $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $.9997
======= ======= ======= ======= ======= ======
TOTAL INVESTMENT RETURN ............................... 3.02%(3) 2.27% 2.23% 3.46% 2.02%(3) 3.20%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............. .20%(3) .20% .20% .20% .45%(3) .45%
Ratio of net investment income to average net assets.... 2.71%(3) 2.20% 2.18% 3.42% 2.12%(3) 2.81%
Decrease reflected in above expense ratios due to
undertaking by The Dreyfus Corporation............... .37%(3) .18% .06% - - -
Net Assets, end of year (000's omitted).............. $76,830 $116,527 $82,755 $101,309 $53,324 $6,023
(1)From November 4, 1991 (commencement of operations) to July 31, 1992.
(2)From January 18, 1994 (commencement of initial offering) to July 31, 1994.
(3)Annualized.
</TABLE>
YIELD INFORMATION
From time to time, the Fund advertises its yield and effective yield.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. It can be expected that these yields will
fluctuate substantially. The yield of the Fund refers to the income generated
by an investment in the Fund over a seven-day period (which period will be
stated in the advertisement). This income is then annualized. That is, the
amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of
the investment. The effective yield is calculated similarly, but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. The Fund's
yield and effective yield may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Fund." Both yield
figures also take into account any applicable distribution and service fees.
As a result, at any given time, the performance of Class B should be expected
to be lower than that of Class A. See "Service Plan."
Page 3
Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate (in the case of the Fund, typically
the combined highest Federal, New York State and New York City personal
income tax rates), would be equivalent to a stated yield or effective yield
calculated as described above.
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 different methods of computing yield.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC/Donoghue's Money
Fund ReportRegistration Mark, Morningstar, Inc. and other industry
publications.
DESCRIPTION OF THE FUND
GENERAL _ By this Prospectus, two classes of shares of the Fund are being
offered _ Class A shares and Class B shares (each such class being referred
to as a "Class"). The Classes are identical, except that Class B shares are
subject to an annual distribution and service fee at the rate of .25% of the
value of the average daily net assets of Class B. The fee is payable for
advertising, marketing and distributing the Fund's Class B shares and for
ongoing personal services relating to Class B shareholder accounts and
services related to the maintenance of such shareholder accounts pursuant to
a Service Plan adopted in accordance with Rule 12b-1 under the Investment
Company Act of 1940. See "Service Plan." The distribution and service fee
paid by Class B will cause Class B to have a higher expense ratio and to pay
lower dividends than Class A.
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have
agreed to transmit copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for whose account the
institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE _ The Fund's goal is to provide investors with as high
a level of current income exempt from Federal, New York State and New York
City income taxes to the extent consistent with the preservation of capital
and the maintenance of liquidity. To accomplish this goal, the Fund invests
primarily in debt securities of the State of New York, its political
subdivisions, authorities and corporations, the interest from which is, in
the opinion of bond counsel to the issuer, exempt from Federal, New York
State and New York City income taxes (collectively, "New York Municipal
Obligations"). To the extent acceptable New York Municipal Obligations are at
any time unavailable for investment by the Fund, the Fund will invest, for
temporary defensive purposes, primarily in other debt securities the interest
from which is, in the opinion of bond counsel to the issuer, exempt from
Federal, but not New York State or New York City, income tax. The Fund's
investment objective cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940) of the Fund's
outstanding voting shares. There can be no assurance that the Fund's
investment objective will be achieved. Securities in which the Fund invests
may not earn as high a level of current income as long-term or lower quality
securities which generally have less liquidity, greater market risk and more
fluctuation in market value.
MUNICIPAL OBLIGATIONS _ Debt securities the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income tax
("Municipal Obligations") generally include debt obliga-
Page 4
tions issued to obtain funds for various public purposes as well as certain
industrial development bonds issued by or on behalf of public authorities.
Municipal Obligations are classified as general obligation bonds, revenue
bonds and notes. General obligation bonds are secured by the issuer's pledge
of its faith, credit and taxing power for the payment of principal and
interest . Revenue bonds are payable from the revenue derived from a
particular facility or class of facilities or, in some cases, from the
proceeds of a special excise or other specific revenue source, but not from
the general taxing power. Tax exempt industrial development bonds, in most
cases, are revenue bonds that do not carry the pledge of the credit of the
issuing municipality, but generally are guaranteed by the corporate entity
on whose behalf they are issued. Notes are short-term instruments which are
obligations of the issuing municipalities or agencies and are sold in
anticipation of a bond sale, collection of taxes or receipt of other revenues.
Municipal Obligations include municipal lease/purchase agreements which are
similar to installment purchase contracts for property or equipment issued
by municipalities. Municipal Obligations bear fixed, floating or variable
rates of interest.
MANAGEMENT POLICIES _ It is a fundamental policy of the Fund that it will
invest at least 80% of the value of its net assets (except when maintaining a
temporary defensive position) in Municipal Obligations. Under normal
circumstances, at least 65% of the value of the Fund's net assets will be
invested in New York Municipal Obligations and the remainder may be invested
in securities which are not New York Municipal Obligations and therefore may
be subject to New York State and New York City income taxes. See "Risk
Factors_Investing in New York Municipal Obligations" below, and "Dividends,
Distributions and Taxes."
The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the Investment Company
Act of 1940, certain requirements of which are summarized as follows. In
accordance with Rule 2a-7, the Fund will maintain a dollar-weighted average
portfolio maturity of 90 days or less, purchase only instruments having
remaining maturities of 13 months or less and invest only in U.S. dollar
denominated securities determined in accordance with procedures established
by the Board of Trustees to present minimal credit risks and which are rated
in one of the two highest rating categories for debt obligations by at least
two nationally recognized statistical rating organizations (or one rating
organization if the instrument was rated only by one such organization) or,
if unrated, are of comparable quality as determined in accordance with
procedures established by the Board of Trustees. Moreover, the Fund will
purchase commercial paper, or other instruments having only commercial paper
ratings, only if the security is rated in the highest rating category by at
least one nationally recognized statistical rating organization or, if
unrated, of comparable quality as determined in accordance with such
procedures. The nationally recognized statistical rating organizations
currently rating instruments of the type the Fund may purchase are Moody's
Investors Services, Inc. ("Moody's"), Standard & Poor's Corporation ("S&P")
and Fitch Investors Service, Inc. ("Fitch") and their rating criteria are
described in Appendix B to the Statement of Additional Information. 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 invest more than 25% of the value of its total assets in
Municipal Obligations which are related in such a way that an economic,
business or political development or change affecting one such security also
would affect the other securities; for example, securities the interest upon
which is
Page 5
paid from revenues of similar types of projects. As a result, the Fund may be
subject to greater risk as compared to a fund that does not follow this
practice.
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company may be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective. See "Risk Factors _ Other Investment Considerations" below.
The Fund may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated maturities
in excess of 13 months, but which permit the holder to demand payment of
principal at any time, or at specified intervals not exceeding 13 months, in
each case upon not more than 30 days' notice. Variable rate demand notes
include master demand notes which are obligations that permit the Fund to
invest fluctuating amounts, at varying rates of interest, pursuant to direct
arrangements between the Fund, as lender, and the borrower. These obligations
permit daily changes in the amount borrowed. Frequently, such obligations are
secured by letters of credit or other credit support arrangements provided by
banks. Use of letters of credit or other credit support arrangements will not
adversely affect the tax exempt status of these obligations. Because these
obligations are direct lending arrangements between the lender and borrower,
it is not contemplated that such instruments generally will be traded, and
there generally is no secondary market for these obligations, although they
are redeemable at face value, plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations. The Dreyfus Corporation, on behalf of the Fund, will
consider on an ongoing basis the creditworthiness of the issuers of the
floating and variable rate demand obligations in the Fund's portfolio.
The Fund may purchase from financial institutions participation
interests in Municipal Obligations (such as industrial development bonds and
municipal lease/purchase agreements). A participation interest gives the Fund
an undivided interest in the Municipal Obligation in the proportion that the
Fund's participation interest bears to the total principal amount of the
Municipal Obligation. These instruments may have fixed, floating or variable
rates of interest, with remaining maturities of 13 months or less. If the
participation interest is unrated, or has been given a rating below that
which otherwise is permissible for purchase by the Fund, the participation
interest will be backed by an irrevocable letter of credit or guarantee of a
bank that the Board of Trustees has determined meets the prescribed quality
standards for banks set forth below, or the payment obligation otherwise will
be collateralized by U.S. Government securities. For certain participation
interests, the Fund will have the right to demand payment, on not more than
seven days' notice, for all or any part of the Fund's participation interest
in the Municipal Obligation, plus accrued interest. As to these instruments,
the Fund intends to exercise its
Page 6
right to demand payment only upon a default under the terms of the Municipal
Obligation, as needed to provide liquidity to meet redemptions, or to
maintain or improve the quality of its investment portfolio.
The Fund may acquire "stand-by commitments" with respect to Municipal
Obligations held in its portfolio. Under a standby commitment, the Fund
obligates a broker, dealer or bank to repurchase at the Fund's option
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make
payment on demand. The Fund will acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes. The Fund may pay for stand-by commitments if
such action is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such security's
yield to investors. Gains realized in connection with stand-by commitments
will be taxable.
The Fund may invest up to 10% of the value of its net assets in
securities as to which a liquid trading market does not exist, provided such
investments are consistent with the Fund's investment objective. Such
securities may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale, and repurchase agreements providing for settlement in more than seven
days after notice. As to these securities, the Fund is subject to a risk that
should the Fund desire to sell them when a ready buyer is not available at a
price the Fund deems representative of their value, the value of the Fund's
net assets could be adversely affected.
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in taxable
short-term investments ("Taxable Investments") consisting of: notes of
issuers having, at the time of purchase, a quality rating within the two
highest grades of Moody's, S&P or Fitch; obligations of the U.S. Government,
its agencies or instrumentalities; commercial paper rated not lower than P-l
by Moody's, A-l by S&P or F-l by Fitch; certificates of deposit of U.S.
domestic banks, including foreign branches of domestic banks, with assets of
one billion dollars or more; time deposits; bankers' acceptances and other
short-term bank obligations; and repurchase agreements in respect of any of
the foregoing. Dividends paid by the Fund that are attributable to income
earned by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive
purposes, at no time will more than 20% of the value of the Fund's net assets
be invested in Taxable Investments. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable
instruments. When the Fund has adopted a temporary defensive position,
including when acceptable New York Municipal Obligations are unavailable for
investment by the Fund, in excess of 35% of the Fund's net assets may be
invested in securities that are not exempt from New York State and New York
City income taxes. Under normal market conditions, the Fund anticipates that
not more than 5% of the value of its total assets will be invested in any one
category of Taxable Investments. Taxable Investments are more fully described
in the Statement of Additional Information, to which reference hereby is
made.
CERTAIN FUNDAMENTAL POLICIES _ The Fund may (i) borrow money from banks, but
only for temporary or emergency (not leveraging) purposes, in an amount up to
15% of the value of the Fund's total assets (including the amount borrowed)
valued at the lesser of cost or market, less liabilities (not including the
amount borrowed) at the time the borrowing is made. While borrowings exceed
5% of the Fund's total assets, the Fund will not make any additional
investments; (ii) pledge, hypothecate, mortgage or otherwise encumber its
assets, but only to secure borrowings for temporary or emergency pur-
Page 7
poses; and (iii) invest up to 25% of its total assets in the securities of
issuers in any industry, provided that there is no such limitation on
investments in Municipal Obligations and, for temporary defensive purposes,
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. This paragraph describes fundamental policies that cannot
be changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting shares. See
"Investment Objective and Management Policies_Investment Restrictions" in the
Statement of Additional Information.
RISK FACTORS
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS _ Investors should consider
carefully the special risks inherent in investing in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. The State's financial operations have improved,
however, during recent fiscal years. After reflecting a 1993 year-end deposit
to the refund reserve account of $671 million, reported 1993 General Fund
receipts were $45 million higher than originally projected in April 1992. The
State completed the 1994 and 1995 fiscal years with operating surpluses of
$914 million and $158 million, respectively. There can be no assurance that
New York will not face substantial potential budget gaps in future years. In
January 1992, Moody's lowered from A to Baa1 the ratings on certain
appropriation-backed debt of New York State and its agencies. The State's
general obligation, state guaranteed and New York State Local Government
Assistance Corporation bonds continue to be rated A by Moody's. In January
1992, S&P lowered from A to A- the ratings of New York State general
obligation bonds and stated that it continued to assess the ratings outlook
as negative. The ratings of various agency debt, state moral obligations,
contractual obligations, lease purchase obligations and state guaranteed also
were lowered. In February 1991, Moody's lowered its rating on New York City's
general obligation bonds from A to Baa1 and in July 1995, S&P lowered its
rating on such bonds from A- to BBB+. The rating changes reflect the rating
agencies' concerns about the financial condition of New York State and City,
the heavy debt load of the State and City, and economic uncertainties in the
region. Investors should obtain and review a copy of the Statement of
Additional Information which more fully sets forth these and other risk
factors.
OTHER INVESTMENT CONSIDERATIONS _ Even though interest-bearing securities
are investments which promise a stable stream of income, the prices of such
securities are inversely affected by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations. The values
of fixed-income securities also may be affected by changes in the credit
rating or financial condition of the issuing entities.
Page 8
New issues of Municipal Obligations usually are offered on a
when-issued basis, which means that delivery and payment for such Municipal
Obligations ordinarily take place within 45 days after the date of the
commitment to purchase. The payment obligation and the interest rate that
will be received on the Municipal Obligations are fixed at the time the Fund
enters into the commitment. The Fund will make commitments to purchase such
Municipal Obligations only with the intention of actually acquiring the
securities, but the Fund may sell these securities before the settlement date
if it is deemed advisable, although any gain realized on such sale would be
taxable. The Fund will not accrue income in respect of a when-issued security
prior to its stated delivery date. No additional when-issued commitments will
be made if more than 20% of the value of the Fund's net assets would be so
committed.
Municipal Obligations purchased on a when-issued basis and the
securities held in the Fund's portfolio are subject to changes in value (both
generally changing in the same way, i.e., appreciating when interest rates
decline and depreciating when interest rates rise) based upon the public's
perception of the creditworthiness of the issuer and changes, real or
anticipated, in the level of interest rates. Municipal Obligations purchased
on a when-issued basis may expose the Fund to risk because they may experience
such fluctuations prior to their actual delivery. Purchasing Municipal
Obligations on a when-issued basis can involve the additional risk that the
yield available in the market when the delivery takes place actually may be
higher than that obtained in the transaction itself. A segregated account of
the Fund consisting of cash, cash equivalents or U.S. Government securities
or other high quality liquid debt securities at least equal at all times to
the amount of the when-issued commitments will be established and maintained
at the Fund's custodian bank. Purchasing Municipal Obligations on a
when-issued basis when the Fund is fully or almost fully invested may result
in greater potential fluctuation in the value of the Fund's net assets and
its net asset value per share.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase
the cost of the Municipal Obligations available for purchase by the Fund and
thus reduce available yield. Shareholders should consult their tax advisers
concerning the effect of these provisions on an investment in the Fund.
Proposals that may restrict or eliminate the income tax exemption for
interest on Municipal Obligations may be introduced in the future. If any
such proposal were enacted that would reduce the availability of Municipal
Obligations for investment by the Fund so as to adversely affect Fund
shareholders, the Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of
Municipal Obligation as taxable, the Fund would treat such security as a
permissible Taxable Investment within the applicable limits set forth herein.
The Fund's classification as a "non-diversified" investment company
means that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the Investment Company Act of
1940. A "diversified" investment company is required by the Investment
Company Act of 1940 generally to invest, with respect to 75% of its total
assets, not more than 5% of such assets in the securities of a single issuer.
However, the Fund intends to conduct its operations so as to qualify as a
"regulated investment company" for purposes of the Code, which requires that,
at the end of each quarter of the taxable year, (i) at least 50% of the
market value of the Fund's total assets be invested in cash, U.S. Government
securities, the securities of other regulated investment companies and other
securities, with such other securities of any one issuer limited for the
purposes of this calculation to an amount not greater than 5% of the value of
the Fund's total assets, and (ii) not more than 25% of the value of its
Page 9
total assets be invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies). Since a relatively high percentage of the Fund's assets may be inv
ested in the obligations of a limited number of issuers, the Fund's portfolio
securities may be more susceptible to any single economic, political or
regulatory occurrence than the portfolio securities of a diversified
investment company.
Investment decisions for the Fund are made independently from those
of other investment companies advised by The Dreyfus Corporation. However, if
such other investment companies are prepared to invest in, or desire to
dispose of, Municipal Obligations or Taxable Investments at the same time as
the Fund, available investments or opportunities for sales will be allocated
equitably to each investment company. In some cases, this procedure may
adversely affect the size of the position obtained for or disposed of by the
Fund or the price paid or received by the Fund.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment adviser.
The Dreyfus Corporation is a wholly-owned subsidiary of Mellon Bank N.A.,
which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As
of August 31, 1995, The Dreyfus Corporation managed or administered
approximately $80 billion in assets for more than 1.8 million investor
accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the overall authority of the Fund's Board of Trustees in
accordance with Massachusetts law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCOCredit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including TheDreyfus Corporation, Mellon managed more than
$203 billion in assets as of June 30, 1995, including approximately $73
billion in mutual fund assets. As of June 30, 1995, Mellon, through various
subsidiaries, provided non-investment services, such as custodial or
administration services, for more than $707 billion in assets including
approximately $71 billion in mutual fund assets.
For the fiscal year ended July 31, 1995, the Fund paid The Dreyfus
Corporation a monthly management fee at the annual rate of .20 of 1% of the
value of the Fund's average daily net assets.
Unless The Dreyfus Corporation gives the Fund's investors at least 90
days' notice to the contrary, The Dreyfus Corporation, and not the Fund, will
be liable for Fund expenses (exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be borne by the Fund: (i)the management fee payable by
the Fund monthly at the annual rate of .20 of 1% of the Fund's average daily
net assets and (ii) as to Class B shares only, payments made pursuant to the
Fund's Service Plan at the annual rate of .25 of 1% of the value of the
average daily net assets of Class B. See "Service Plan." The Fund will not
reimburse The Dreyfus Corporation in respect of any amounts the Fund may
deduct or The Dreyfus Corporation may bear.
Page 10
The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor's ultimate parent company is Boston Institutional Group, Inc.
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 90 Washington Street, New York, New York 10286, is the
Fund's Custodian.
HOW TO BUY FUND SHARES
The Fund is designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or
similar capacity. Fund shares may not be purchased directly by individuals,
although institutions may purchase shares for accounts maintained by
individuals. Generally, each investor will be required to open a single
master account with the Fund for all purposes. In certain cases, the Fund may
request investors to maintain separate master accounts for shares held by the
investor (i) for its own account, for the account of other institutions and
for accounts for which the institution acts as a fiduciary, and (ii) for
accounts for which the investor acts in some other capacity. An institution
may arrange with the Transfer Agent for sub-accounting services and will be
charged directly for the cost of such services.
The minimum initial investment is $10,000,000, unless: (a) the
investor has invested at least $10,000,000 in the aggregate among the Fund,
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus Institutional Short Term Treasury Fund,
Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management,
Dreyfus Treasury Cash Management and Dreyfus Treasury Prime Cash Management;
or (b) the investor has, in the opinion of management of Dreyfus Institutional
Services Division, a division of Dreyfus Service Corporation, adequate
intent and availability of funds to reach a future level of investment of
$10,000,000 among the funds identified above. There is no minimum for
subsequent purchases. The initial investment must be accompanied by the
Fund's Account Application. Management understands that some financial
institutions, securities dealers and other industry professionals
(collectively, "Service Agents") and other institutions may charge their clien
ts fees in connection with purchases for the accounts of their clients. These
fees would be in addition to any amounts which might be received under the
Service Plan. Service Agents may receive different levels of compensation for
selling different classes of shares. Each Service Agent has agreed to
transmit to its clients a schedule of such fees. Share certificates are
issued only upon the investor's written request. No certificates are issued
for fractional shares. It is not recommended that the Fund be used as a
vehicle for Keogh, IRA or other qualified retirement plans. The Fund reserves
the right to reject any purchase order.
Fund shares may be purchased by wire, by telephone or through
compatible computer facilities. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. To place
an order by telephone, investors should call Dreyfus Institutional Services
Division at one of the telephone numbers listed under "General Information"
in this Prospectus. For instructions concerning purchases and to determine
whether their computer facilities are compatible with the Fund's, investors
should also call one of the telephone numbers listed under "General
Information."
Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form and Federal Funds (monies
of member banks in the Federal Reserve System which are held on deposit at a
Federal Reserve Bank) are received by the Custodian. If an investor does not
Page 11
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 12:00 Noon,
New York time, on each day that the New York Stock Exchange is open for
business. Net asset value per share of each class is computed by dividing the
value of the Fund's net assets represented by such class (i.e., the value of
its assets less liabilities) by the total number of shares of such class
outstanding. See "Determination of Net Asset Value" in the Statement of
Additional Information.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian 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 will begin to accrue dividends on the
following business day.
Investors may telephone orders for purchases of Fund shares. These
orders will become effective at the price determined at 12:00 Noon, New York
time, and the shares purchased will receive the dividend on Fund shares
declared on that day if the telephone order is placed by 12:00 Noon, New York
time, and Federal Funds are received by 4:00 p.m., New York time, on that
day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Fund's Account Application
for further information concerning this requirement. Failure to furnish a cert
ified TIN to the Fund could subject an investor to a $50 penalty imposed by
the Internal Revenue Service (the "IRS").
INVESTOR SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Class A or Class B
shares of the Fund, shares of Dreyfus Cash Management, Dreyfus Cash
Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus
Institutional Short Term Treasury Fund, Dreyfus Municipal Cash Management
Plus, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash Management
and Dreyfus Treasury Prime Cash Management, which have different investment
objectives that may be of interest to investors. Upon an exchange into a new
account, the following shareholder services and privileges, as applicable and
where available, will be automatically carried over to the fund into which
the exchange is being made: Telephone Exchange Privilege, Redemption by Wire
or Telephone, Redemption Through Compatible Computer Facilities and the
dividend/capital gain distribution option selected by the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone to Dreyfus Institutional Services Division. See "How
to Redeem Fund Shares_Procedures." Before any exchange, the investor must
obtain and should review a copy of the current prospectus of the fund into
which the exchange is being made. Prospectuses may be obtained by calling one
of the telephone numbers listed under "General Information." Shares will be
exchanged at the net asset value next determined after receipt of an exchange
request in proper form. The exchange of shares of one fund for shares of
another fund is treated for Federal income tax purposes as a sale of the
shares given in exchange by the investor and, therefore, an exchanging
investor may realize a taxable gain or loss. No fees currently are charged
investors directly in connection with exchanges, although the Fund reserves
the right, upon not less than 60 days' written notice, to charge investors a
nominal fee in accordance with rules promulgated by the Securities and
Exchange
Page 12
Commission. The Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund exchanges may be
modified or terminated at any time upon notice to investors.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Class A or Class B shares of the Fund, in shares of
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus Institutional Short Term Treasury Fund,
Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management,
Dreyfus Treasury Cash Management or Dreyfus Treasury Prime Cash Management,
if the investor is currently an investor in one of these funds. The amount an
investor designates, which can be expressed either in terms of a specific
dollar or share amount, will be exchanged automatically on the first and/or
fifteenth of the month according to the schedule that the investor has
selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by the Fund or
the Transfer Agent. An investor may modify or cancel the exercise of this
Privilege at any time by writing to Dreyfus Institutional Services Division,
EAB Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York
11556-0144. The Fund may charge a service fee for the use of this Privilege.
No such fee currently is contemplated. The exchange of shares of one fund for
shares of another is treated for Federal income tax purposes as a sale of the
shares given in exchange by the investor and, therefore, an exchanging
investor may realize a taxable gain or loss. For more information concerning
this Privilege and the funds eligible to participate in this Privilege, or to
obtain a Dreyfus Auto-Exchange Authorization Form, please call one of the
telephone numbers listed under "General Information."
HOW TO REDEEM FUND SHARES
GENERAL _ Investors may request redemption of 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 Dreyfus
Institutional Services Division by 12:00 Noon, New York 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 Dreyfus Institutional Services Division, the shares will receive the
dividend on the Fund's shares declared on that day and the proceeds of
redemption, if wire transfer is requested, ordinarily will be transmitted in
Federal Funds on the next business day.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by Dreyfus Institutional Services Division of a
redemption request in proper form, except as provided by the rules of the
Securities and Exchange Commission.
PROCEDURES _ Investors may redeem Fund shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is automatically granted unless the investor
refuses it), the investor authorizes the 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
Page 13
Transfer Agent to employ reasonable procedures, such as requiring a form of
personal identification, to confirm that instructions are genuine and, if
they do not follow such procedures, the Fund or the Transfer Agent may be
liable for any losses due to unauthorized or fraudulent instructions. Neither
the Fund nor the Transfer Agent will be liable for following telephone
instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Transfer Agent or its agents by
telephone to request a redemption or exchange of Fund shares. In such cases,
investors should consider using the other redemption procedures described
herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Fund shares by wire
or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem shares by telephone by calling one of the telephone
numbers listed under "General Information." The Fund reserves the right to
refuse any request made by wire or telephone and may limit the amount
involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or the Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES _ The Fund makes available
to institutions the ability to redeem shares through compatible computer
facilities. Investors desiring to redeem shares in this manner should call
Dreyfus Institutional Services Division at one of the telephone numbers
listed under "General Information" to determine whether their computer
facilities are compatible and to receive instructions for redeeming shares in
this manner.
SERVICE PLAN
(Class B Only)
Class B shares are subject to a Service Plan adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940. Under the Service Plan, the
Fund (a) reimburses the Distributor for distributing the Fund's 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
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. Each of the Distributor and Dreyfus may pay one or more
Service Agents a fee in respect of the Fund's Class B shares owned by
shareholders with whom the Service Agent has a Servicing relationship or for
whom the Service Agent is the dealer or holder of record. Each of the
Distributor and Dreyfus determines the amounts, if any, to be paid to Service
Agents under the Service Plan and the basis on which such payments are made.
The fee payable for Servicing is intended to be a "service fee" as defined in
Article III, Section 26 of the NASD Rules of Fair Practice. The fees payable
under the Service Plan are payable without regard to actual expenses
incurred.
SHAREHOLDER SERVICES PLAN
(Class A Only)
Class A shares are subject to a Shareholder Services Plan pursuant to
which the Fund has agreed to reimburse Dreyfus Service Corporation an amount
not to exceed an annual rate of .25 of 1% of the value of the average daily
net assets of the Class A shares for certain allocated expenses of providing
personal services to, and/or maintaining accounts of, Class A shareholders.
The services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries
Page 14
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 its 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 distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the Investment Company Act of 1940. The Fund will not make
distributions from net realized securities gains unless capital loss
carryovers, if any, have been utilized or have expired. Investors may choose
whether to receive distributions in cash or to reinvest in additional Fund
shares at net asset value. All expenses are accrued daily and deducted before
declaration of dividends to investors. Dividends paid by each Class will be
calculated at the same time and in the same manner and will be of the same
amount, except that the expenses attributable solely to Class A or Class B
will be borne exclusively 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."
Except for dividends from Taxable Investments, the Fund anticipates
that substantially all dividends paid by the Fund will not be subject to
Federal, New York State and New York City personal income taxes. To the
extent that investors are obligated to pay state or local taxes outside of
New York State and New York City, dividends earned by an investment in the
Fund may represent taxable income. Dividends derived from Taxable
Investments, together with distributions from any net realized short-term
securities gains and all or a portion of any gain realized from the sale or
other disposition of certain market discount bonds, are taxable as ordinary
income whether received in cash or reinvested in Fund shares, if the
beneficial holder of Fund shares is a citizen or resident of the United
States. 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 generally are taxable as
long-term capital gains for Federal income tax purposes if the beneficial
holder of 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%. Under the Code,
interest on indebtedness incurred or continued to purchase or carry Fund
shares which is deemed to relate to exempt-interest dividends is not
deductible.
Although all or a substantial portion of the dividends paid by the
Fund may be excluded by the beneficial holders of Fund shares from their
gross income for Federal income tax purposes, the Fund may pur-
Page 15
chase specified private activity bonds, the interest from which may be (i) a
preference item for purposes of the alternative minimum tax, (ii) a component
of the "adjusted current earnings" preference item for purposes of the
corporate alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the extent to
which the Social Security benefits of a beneficial holder of Fund shares are
taxable. If the Fund purchases such securities, the portion of the Fund's
dividends related thereto will not necessarily be tax exempt to a beneficial
holder of Fund shares who is subject to the alternative minimum tax and/or
tax on Social Security benefits and may cause a beneficial holder of Fund
shares to be subject to such taxes.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of its account which will include information
as to dividends and distributions from securities gains, if any, paid during
the year. These statements set forth the dollar amount of income exempt from
Federal tax and the dollar amount, if any, subject to Federal tax. These
dollar amounts will vary depending on the size and length of time of the
investor's investment in the Fund. If the Fund pays dividends derived from
taxable income, it intends to designate as taxable the same percentage of the
day's dividend as the actual taxable income earned on that day bears to total
income earned on that day. Thus, the percentage of the dividend designated as
taxable, if any, may vary from day to day.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains paid to a shareholder if
such shareholder fails to certify either that the TIN furnished in connection
with opening an account is correct or that such shareholder has not received
notice from the IRS of being subject to backup withholding as a result of a
failure to properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to institute
backup withholding if the IRS determines a shareholder's TIN is incorrect or
if a shareholder has failed to properly report taxable dividend and interest
income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended July 31, 1995 as a "regulated investment company" under the
Code. The Fund intends to continue to so qualify if such qualification is in
the best interests of its shareholders. Such qualification relieves the Fund
of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The Fund is
subject to a non-deductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
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 September 12, 1990, and
commenced operations on November 4, 1991. 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
Page 16
not by class except as to any matter which affects only one class or as
otherwise required by law. Holders of Class B shares only, however, will be
entitled to vote on matters submitted to shareholders pertaining to the
Service Plan. Investors have agreed to vote Fund shares for which they are
the record owners according to voting instructions received from the
beneficial holder of such shares.
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 liable for the
obligations of the Fund. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its
obligations, a possibility which management believes is remote. Upon payment
of any liability incurred by the Fund, the shareholder paying such liability
will be entitled to reimbursement from the general assets of the Fund. The
Trustees intend to conduct the operations of the Fund in such a way so as to a
void, as far as possible, ultimate liability of the shareholders for
liabilities of the Fund. As described under "Management of the Fund" in the
Statement of Additional Information, the Fund ordinarily will not hold
shareholder meetings; however, shareholders under certain circumstances may
have the right to call a meeting of shareholders for the purpose of voting to
remove Trustees.
The Transfer Agent maintains a record of each investor's ownership
and sends confirmations and statements of account.
Investor inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State, 1-718-895-1650 or
outside New York State, 1-800-346-3621. Individuals or entities for whom
institutions may purchase or redeem Fund shares should call toll free
1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, the Fund's Board of
Trustees believes that such laws should not preclude a bank from acting on
behalf of clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of the Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Fund does not expect that shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 17
PROSPECTUS
(LION LOGO)
DREYFUS
NEW YORK
MUNICIPAL
CASH
MANAGEMENT
copyright logo 1995 Dreyfus Service Corporation
287p
______________________________________________________________________________
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
CLASS A AND CLASS B SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
OCTOBER 10, 1995
______________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus New York Municipal Cash Management (the "Fund"), dated October
10, 1995, as it may be revised from time to time. To obtain a copy of the
Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, call the following numbers:
In New York State -- Call Toll Free 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-7
Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . B-11
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . . . . . B-12
Service Plan (Class B Only) . . . . . . . . . . . . . . . . . . . . B-13
Shareholder Services Plan (Class A Only). . . . . . . . . . . . . . B-14
Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . . . B-15
Determination of Net Asset Value. . . . . . . . . . . . . . . . . . B-16
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . B-17
Investor Services . . . . . . . . . . . . . . . . . . . . . . . . . B-17
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . B-18
Yield Information . . . . . . . . . . . . . . . . . . . . . . . . . B-18
Information About the Fund. . . . . . . . . . . . . . . . . . . . . B-19
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . . . . . . B-20
Appendix A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-21
Appendix B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-35
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . B-39
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . B-51
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."
The average distribution of investments (at value) in
Municipal Obligations by ratings for the fiscal year ended July
31, 1995, computed on a monthly basis, was as follows:
Fitch Moody's Standard
Investors Investors & Poor's
Service, Inc. Service, Inc. Corporation Percentage
("Finch") or ("Moody's" ("S&P") of Value
- ------------ ------------ ----------- ----------
F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1,
A-1+/A-1 91.0%
AAA/AA Aaa/Aa AAA/AA 4.3
Not Rated Not Rated Not Rated 4.7
------
100.00%
=======
Municipal Obligations. The term "Municipal Obligations"
generally includes debt obligations issued to obtain funds for
various public purposes, including the construction of a wide
range of public facilities such as airports, bridges, highways,
housing, hospitals, mass transportation, schools, streets and
water and sewer works. Other public purposes for which Municipal
Obligations may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses and
lending such funds to other public institutions and facilities.
In addition, certain types of industrial development bonds are
issued by or on behalf of public authorities to obtain funds to
provide for the construction, equipment, repair or improvement of
privately operated housing facilities, sports facilities,
convention or trade show facilities, airport, mass transit,
industrial, port or parking facilities, air or water pollution
control facilities and certain local facilities for water supply,
gas, electricity, or sewage or solid waste disposal; the interest
paid on such obligations may be exempt from Federal income tax,
although current tax laws place substantial limitations on the
size of such issues. Such obligations are considered to be
Municipal Obligations if the interest paid thereon qualifies as
exempt from Federal income tax in the opinion of bond counsel to
the issuer. There are, of course, variations in the security of
Municipal Obligations, both within a particular classification
and between classifications.
Floating and variable rate demand notes and bonds are tax
exempt obligations ordinarily having stated maturities in excess
of 13 months, but which permit the holder to demand payment of
principal at any time, or at specified intervals not exceeding 13
months, in each case upon not more than 30 days' notice. The
issuer of such obligations ordinarily has a corresponding right,
after a given period, to prepay in its discretion the outstanding
principal amount of the obligations plus accrued interest upon a
specified number of days' notice to the holders thereof. The
interest rate on a floating rate demand obligation is based on a
known lending rate, such as a bank's prime rate, and is adjusted
automatically each time such rate is adjusted. The interest rate
on a variable rate demand obligation is adjusted automatically at
specified intervals.
The yields on Municipal Obligations are dependent on a
variety of factors, including general economic and monetary
conditions, money market factors, conditions in the Municipal
Obligations market, size of a particular offering, maturity of
the obligation, and rating of the issue. The imposition of the
Fund's management fee, as well as other operating expenses, will
have the effect of reducing the yield to investors.
Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special
risks not ordinarily associated with Municipal Obligations.
Although lease obligations do not constitute general obligations
of the municipality for which the municipality's taxing power is
pledged, a lease obligation ordinarily is backed by the
municipality's covenant to budget for, appropriate and make the
payments due under the lease obligation. However, certain lease
obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is
appropriated for such purpose on a yearly basis. In addition to
the "non-appropriation" risk, these securities represent a
relatively new type of financing that has not yet developed the
depth of marketability associated with more conventional bonds.
Although "non-appropriation" lease obligations are secured by the
leased property, disposition of the property in the event of
foreclosure might prove difficult. The Fund will seek to
minimize these risks by investing only in those lease obligations
that (1) are rated in one of the two highest rating categories
for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if
the lease obligation was rated by only one such organization) or
(2) if unrated, are purchased principally from the issuer or
domestic banks or other responsible third parties, in each case
only if the seller shall have entered into an agreement with the
Fund providing that the seller or other responsible third party
will either remarket or repurchase the lease obligation within a
short period after demand by the Fund. The staff of the
Securities and Exchange Commission currently considers certain
lease obligations to be illiquid. Accordingly, not more than 10%
of the value of the Fund's net assets will be invested in lease
obligations that are illiquid and in other illiquid securities.
See "Investment Restriction No. 10" below.
Ratings of Municipal Obligations. If, subsequent to its
purchase by the Fund, (a) an issue of rated Municipal Obligations
ceases to be rated in the highest rating category by at least two
rating organizations (or one rating organization if the
instrument was rated by only one such organization) or the Fund's
Board determines that it is no longer of comparable quality or
(b) the Manager becomes aware that any portfolio security not so
highly rated or any unrated security has been given a rating by
any rating organization below the rating organization's second
highest rating category, the Fund's Board will reassess promptly
whether such security presents minimal credit risk and will cause
the Fund to take such action as it determines is in the best
interest of the Fund and its shareholders; provided that the
reassessment required by clause (b) is not required if the
portfolio security is disposed of or matures within five business
days of the Manager becoming aware of the new rating and the
Fund's Board is subsequently notified of the Manager's actions.
To the extent that the ratings given by Moody's, S&P or
Fitch may change as a result of changes in such organizations or
their rating systems, the Fund will attempt to use comparable
ratings as standards for its investments in accordance with the
investment policies contained in the Fund's Prospectus and this
Statement of Additional Information. The ratings of Moody's, S&P
and Fitch represent their opinions as to the quality of the
Municipal Obligations which they undertake to rate. It should be
emphasized, however, that ratings are relative and subjective and
are not absolute standards of quality. Although these ratings
may be an initial criterion for selection of portfolio
investments, the Manager also will evaluate these securities and
the creditworthiness of the issuers of such securities based upon
financial and other available information.
Illiquid Securities. If a substantial market of qualified
institutional buyers develops pursuant to Rule 144A under the
Securities Act of 1933, as amended, for certain restricted
securities held by the Fund, the Fund intends to treat such
securities as liquid securities in accordance with procedures
approved by the Fund's Board of Trustees. Because it is not
possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, the Fund's Board
of Trustees has directed the Manager to monitor carefully the
Fund's investments in such securities with particular regard to
trading activity, availability of reliable price information and
other relevant information. To the extent that for a period of
time, qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, the Fund's investing in such
securities may have the effect of increasing the level of
illiquidity in the Fund's portfolio during such period.
Taxable Investments. Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities include U.S.
Treasury securities, which differ in their interest rates,
maturities and times of issuance. Some obligations issued or
guaranteed by U.S. Government agencies and instrumentalities, for
example, Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the U.S.
Treasury; others, such as those issued by the Federal National
Mortgage Association, by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on
generally recognized reference rates or the relationship of
rates. While the U.S. Government provides financial support to
such U.S. Government-sponsored agencies or instrumentalities, no
assurance can be given that it will always do so, since it is not
so obligated by law. The Fund will invest in such securities
only when it is satisfied that the credit risk with respect to
the issuer is minimal.
Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs.
Certificates of deposit are negotiable certificates
representing the obligation of a bank to repay funds deposited
with it for a specified period of time.
Time deposits are non-negotiable deposits maintained in a
banking institution for a specified period of time at a stated
interest rate. Investments in time deposits generally are
limited to London branches of domestic banks that have total
assets in excess of one billion dollars. Time deposits which may
be held by the Fund will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation.
Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer.
These instruments reflect the obligation both of the bank and of
the drawer to pay the face amount of the instrument upon
maturity. Other short-term bank obligations may include
uninsured, direct obligations bearing fixed, floating or variable
interest rates.
In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time
and price (usually within seven days). The repurchase agreement
thereby determines the yield during the purchaser's holding
period, while the seller's obligation to repurchase is secured by
the value of the underlying security. The Fund's custodian will
have custody of, and will hold in a segregated account,
securities acquired by the Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the
Securities and Exchange Commission to be loans by the Fund. In
an attempt to reduce the risk of incurring a loss on a repurchase
agreement, the Fund will enter into repurchase agreements only
with domestic banks with total assets in excess of one billion
dollars or primary government securities dealers reporting to the
Federal Reserve Bank of New York, with respect to securities of
the type in which the Fund may invest, and will require that
additional securities be deposited with it if the value of the
securities purchased should decrease below resale price.
Repurchase agreements could involve risks in the event of a
default or insolvency of the other party to the agreement,
including possible delays or restrictions upon the Fund's ability
to dispose of the underlying securities.
Risk Factors-Investing in New York Municipal Obligations.
Each investor should consider carefully the special risks
inherent in investing in New York Municipal Obligations by the
Fund. These risks result from the financial condition of New
York State and certain of its public bodies and municipalities,
including New York City. Beginning in early 1975, New York
State, New York City and other State entities faced serious
financial difficulties which jeopardized the credit standing and
impaired the borrowing abilities of such entities and contributed
to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial
difficulties or a failure of certain financial recovery programs
could result in defaults or declines in the market values of
various New York Municipal Obligations in which the Fund may
invest. If there should be a default or other financial crisis
relating to New York State, New York City, a State or City
agency, or a State municipality, the market value and
marketability of outstanding New York Municipal Obligations in
the Fund's portfolio and the interest income to the Fund could be
adversely affected. Moreover, the national recession and the
significant slowdown in the New York and regional economies in
the early 1990s added substantial uncertainty to estimates of the
State's tax revenues, which, in part, caused the State to incur
cash-basis operating deficits in the General Fund and issue
deficit notes during the fiscal periods 1989 through 1992. The
State's financial operations have improved, however, during
recent fiscal years. After reflecting a 1993 year-end deposit to
the refund reserve account of $671 million, reported 1993 General
Fund receipts were $45 million higher than originally projected
in April 1992. The State completed the 1994 and 1995 fiscal years
with operating surpluses of $914 million and $158 million,
respectively. There can be no assurance that New York will not
face substantial potential budget gaps in future years. In
January 1992, Moody's lowered from A to Baa1 the ratings on
certain appropriation-backed debt of New York State and its
agencies. The State's general obligation, state guaranteed and
New York State Local Government Assistance Corporation bonds
continue to be rated A by Moody's. In January 1992, S&P lowered
from A to A- the ratings of New York State general obligation
bonds and stated that it continued to assess the ratings outlook
as negative. The ratings of various agency debt, state moral
obligations, contractual obligations, lease purchase obligations
and state guarantees also were lowered. In February 1991,
Moody's lowered its rating on New York City's general obligation
bonds from A to Baa1 and in July 1995, S&P lowered its rating on
such bonds from A- to BBB+. The rating changes reflect the
rating agencies' concerns about the financial condition of New
York State and City, the heavy debt load of the State and City,
and economic uncertainties in the region. Investors should
review "Appendix A" which more fully sets forth these and other
risk factors.
Investment Restrictions. The Fund has adopted investment
restrictions numbered 1 through 9 as fundamental policies, which
cannot be changed without approval by the holders of a majority
(as defined in the Investment Company Act of 1940 (the "Act")) of
the Fund's outstanding voting shares. Investment restriction
number 10 is not a fundamental policy and may be changed by vote
of a majority of the Fund's Trustees at any time. The Fund may
not:
1. Purchase securities other than Municipal Obligations
and Taxable Investments as those terms are defined above and in
the Fund's Prospectus.
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. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure borrowings for temporary or emergency
purposes.
4. Sell securities short or purchase securities on margin.
5. Underwrite the securities of other issuers, except that
the Fund may bid separately or as part of a group for the
purchase of Municipal Obligations directly from an issuer for its
own portfolio to take advantage of the lower purchase price
available.
6. Purchase or sell real estate, real estate investment
trust securities, commodities or commodity contracts, or oil and
gas interests, but this shall not prevent the Fund from investing
in Municipal Obligations secured by real estate or interests
therein.
7. Make loans to others except through the purchase of
qualified debt obligations and the entry into repurchase
agreements referred to above and in the Fund's 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 the purchase of Municipal
Obligations and, for temporary defensive purposes, obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
9. Invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation
or acquisition of assets.
10. 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.
Notwithstanding Investment Restriction Nos. 1, 3 and 6, the
Fund reserves the right to enter into interest rate futures
contracts, and municipal bond index futures contracts, and any
options that may be offered in respect thereof, subject to the
restrictions then in effect of the Securities and Exchange
Commission and the Commodity Futures Trading Commission and to
the receipt or taking, as the case may be, of appropriate
consents, approvals and other actions from or by those regulatory
bodies. In any event, no such contracts or options will be
entered into until a general description of the terms thereof are
set forth in a subsequent prospectus and statement of additional
information, the Registration Statement with respect to which has
been filed with the Securities and Exchange Commission and has
become effective.
For purposes of Investment Restriction No. 8, industrial
development bonds, where the payment of principal and interest is
the ultimate responsibility of companies within the same
industry, are grouped together as an "industry." If a percentage
restriction is adhered to at the time of investment, a later
increase or decrease in percentage resulting from a change in
values or assets will not constitute a violation of such
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 interest of the Fund and its
shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Trustees and officers of the Fund, together with information
as to their principal business occupations during at least the
last five years, are shown below. Each Trustee who is deemed to
be an "interested person" of the Fund, as defined in the Act, is
indicated by an asterisk.
Trustees of the Fund
- -------------------
*DAVID W. BURKE, Trustee. Consultant to the Manager since August
1994. From October 1990 to August 1994, Mr. Burke was Vice
President and Chief Administrative Officer of the Manager.
During the period 1977 to 1990, Mr. Burke was involved in
the management of 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 200 Park Avenue, New York, New
York 10166.
ISABEL P. DUNST, Trustee. Partner in the law firm of Hogan &
Hartson since 1990. From 1986 to 1990, Deputy General
Counsel of the United States Department of Health and Human
Services. She is also a Trustee of the Clients Security
Fund of the District of Columbia Bar and President of Temple
Sinai. Ms. Dunst is 48 years old and her address is c/o
Hogan & Hartson, Columbia Square, 555 Thirteenth Street,
N.W., Washington, D.C. 20004-1109.
LYLE E. GRAMLEY, Trustee. Consulting economist since June 1992
and Senior Staff Vice President and Chief Economist of
Mortgage Bankers Association of America from 1985 to May
1992. Since February 1993, a director of CWM Mortgage
Holdings, Inc. From 1980 to 1985, member of the Board of
Governors of the Federal Reserve System. Mr. Gramley is 68
years old and his address is 12901 Three Sisters Road,
Potomac, Maryland 20854.
WARREN B. RUDMAN, Trustee. Since January 1993, Partner in the
law firm Paul, Weiss, Rifkind, Wharton & Garrison. From
January 1981 to January 1993, Mr. Rudman served as a United
States Senator from the State of New Hampshire. Since May
1995, Mr. Rudman has served as director of Collins & Aikman
Corporation. Also, since January 1993, Mr. Rudman has as a
director of Chubb Corporation and of the Raytheon Company.
He has served as Vice Chairman of the President's Foreign
Intelligence Advisory Board since January 1993. From
January 1993 to December 1994, Mr. Rudman served as Chairman
of the Federal Reserve Bank of Boston. Since 1988, Mr.
Rudman has served as a trustee of Boston College and since
1986 been a member of the Senior Advisory Board of the
Institute of Politics of the Kennedy School of Government at
Harvard University. Mr. Rudman is 65 years old and his
address is 1615 L Street, N.W., Suite 1300, Washington D.C.
20036.
For so long as the Fund's plans described in the sections
captioned "Service Plan" and "Shareholder Services Plan" remain
in effect, the Trustees of the Fund who are not "interested
persons" of the Fund, as defined in the Act, will be selected and
nominated by the Trustees who are not "interested persons" of the
Fund.
Each Trustee was elected at a meeting of shareholders held
on August 5, 1994. No further meetings of shareholders will be
held for the purpose of electing Trustees unless and until such
time as less than a majority of the Trustees holding office have
been elected by shareholders, at which time the Trustees then in
office will call a shareholders' meeting for the election of
Trustees. Under the Act, shareholders of record of not less than
two-thirds of the outstanding shares of the Fund may remove a
Trustee through a declaration in writing or by vote cast in
person or by proxy at a meeting called for that purpose. The
Trustees are required to call a meeting of shareholders for the
purpose of voting upon the question of removal of any such
Trustee when requested in writing to do so by the shareholders of
record of not less than 10% of the Fund's outstanding shares.
Trustees are entitled to receive an annual retainer and a
per meeting fee and reimbursement for their expenses. Emeritus
Board members are entitled to receive an annual retainer and a
per meeting fee of one-half the amount paid to them as Board
members. The aggregate amount of compensation payable to each
Trustee by the Fund for the fiscal year ended July 31, 1995, and
by all other funds in the Dreyfus Family of Funds for which such
person is a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation) for
the year ended December 31, 1994, were as follows:
<TABLE>
<CAPTION>
(3) (5)
(2) Pension or (4) Total Compensation
(1) Aggregate Retirement Benefits Estimated Annual from Fund and
Name of Board Compensation from Accrued as Part of Benefits Upon Fund Complex Paid
Member Fund(1)(2) Fund's Expenses Retirement to Board Member
- ------------- ----------------- -------------------- ---------------- -------------------
<S> <S> <S> <S> <S>
David W. Burke $3,000 none none $36,311* (52)
Isabel P. Dunst $3,000 none none $40,692** (7)
Lyle E. Gramley $3,000 none none $40,692** (7)
Warren B. Rudman $3,000 none none $76,544*** (17)
</TABLE>
_________________________________________
(1) Amount does not include reimbursed expenses for attending
Board meetings, which amounted to $249.04 for all Trustees
as a group.
(2) The aggregate compensation payable to each Trustee by the
Fund was paid by the Manager and not the Fund.
(*) $8,413 of this amount was paid by the Manager.
(**) The total compensation payable by the Fund and Fund Complex
was paid by the Manager.
(***) $46,942 of this amount was paid by the Manager.
Officers of the Fund
- --------------------
MARIE E. CONNOLLY, President and Treasurer. President and Chief
Operating Officer and a Director of the Distributor and an
officer of other investment companies advised or
administered by the Manager. From December 1991 to July
1994, she was President and Chief Compliance Officer of
Funds Distributor, Inc., the ultimate parent company of
which is Boston Institutional Group, Inc. Prior to December
1991, she served as Vice President and Controller, and later
as Senior Vice President, of The Boston Company Advisors,
Inc. She is 37 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice
President - General Counsel of the Distributor and an
officer of other investment companies advised or
administered by the Manager. From February 1992 to July
1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as
an associate at Ropes & Gray. He is 30 years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior
Vice President of the Distributor and an officer of other
investment companies advised or administered by the Manager.
From 1988 to August 1994, he was manager of the High
Performance Fabric Division of Spring Industries Inc. He is
33 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary.
Associate General Counsel of the Distributor and an officer
of other investment companies advised or administered by the
Manager. From September 1992 to August 1994, he was an
attorney with the Board of Governors of the Federal Reserve
System. He is 30 years old.
JOSEPH F. TOWER, III, Assistant Treasurer. Treasurer and Chief
Financial Officer of the Distributor and an officer of other
investment companies advised or administered by the Manager.
From July 1988 to August 1994, he was employed by The Boston
Company, Inc. where he held various management positions in
the Corporate Finance and Treasury areas. He is 32 years
old.
JOHN J. PYBURN, Assistant Treasurer. Assistant Treasurer of the
Distributor and an officer of other investment companies
advised or administered by Manager. From 1984 to July 1994,
he held the position of Assistant Vice President in the
Mutual Fund Accounting Department of Manager and was an
officer of several investment companies advised or
administered by Manager. He is 59 years old.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President
of the Distributor and an officer of other investment
companies advised or administered by the Manager. From
March 1992 to July 1994, she was a Compliance Officer for
The Managers Funds, a registered investment company. From
March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts. She is 50
years old.
The address of each officer of the Fund is 200 Park Avenue,
New York, New York 10166.
Trustees and officers of the Fund, as a group, owned less
than 1% of the Fund's shares of beneficial interest outstanding
on September 26, 1995.
The following shareholders are known by the Fund to own of
record 5% or more of the Fund's Class B shares of beneficial
interest outstanding on September 26, 1995: (1) Royal Farms Inc,
2101 Avenue X, Brooklyn, NY 11235-2910 (32.89%); (2) Midtown
Electric Supply Corporation, 157 West 18th Street New York, NY
10011-4101 (18.95%); (3) Gunther & Co., Church Street Station,
P.O. Box 395, New York, NY 10008-0395 (15.89%); (4) Compass Bank
P.O. Box 10566, Burmingham, AL 35296 (14.29%); and (5) Royal
Farms Inc., Insurance Reserve Account, 2101 Avenue X, Brooklyn,
NY 11235-2910 (8.36%). A shareholder who beneficially owns,
directly or indirectly, more than 25% of the Fund's voting
securities may be deemed a "control person" (as defined in the
Act) of the Fund.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Management of the Fund."
The Manager provides management services pursuant to the
Management Agreement (the "Agreement") dated August 24, 1994,
with the Fund, which is subject to annual approval by (i) the
Fund's Board of Trustees or (ii) vote of a majority (as defined
in the Act) of the outstanding voting securities of the Fund,
provided that in either event the continuance also is approved by
a majority of the Trustees who are not "interested persons" (as
defined in the Act) of the Fund or the Manager, by vote cast in
person at a meeting called for the purpose of voting on such
approval. Shareholders approved the Agreement on August 5, 1994,
and the Board of Trustees, including a majority of the Trustees
who are not "interested persons" of any party to the Agreement,
last voted to approve the Agreement at a meeting held on May 24,
1995. The Agreement is terminable without penalty, on 60 days'
notice, by the Fund's Board of Trustees or by vote of the holders
of a majority of the Fund's shares, or, on not less than 90 days'
notice, by the Manager. The Agreement will terminate
automatically in the event of its assignment (as defined in the
Act).
The following persons are officers and/or directors of the
Manager: Howard Stein Chairman of the Board and Chief Executive
Officer; W. Keith Smith, Vice Chairman of the Board; Robert E.
Riley, President, Chief Operating Officer and a director; Stephen
E. Canter, Vice Chairman, Chief Investment Officer and a
director; Lawrence S. Kash, Vice Chairman-Distribution and a
director; Philip L. Toia, Vice Chairman-Operations and
Administration and a director; Barbara E. Casey, Vice President-
Dreyfus Retirement Services; Diane M. Coffey, Vice President-
Corporate Communications; Elie M. Genadry, Vice President-
Institutional Sales; William G. Glavin, Jr., Vice President-
Corporate Development; Henry D. Gottmann, Vice President-Retail
Sales and Service; Mark N. Jacobs, Vice President-Fund Legal and
Compliance and Secretary; Daniel C. Maclean, Vice President and
General Counsel; Jeffrey N. Nachman, Vice President-Mutual Fund
Accounting; Andrew S. Wasser, Vice President-Information
Services; Katherine C. Wickham, Vice President-Human Resources;
Maurice Bendrihem, Controller; Elvira Oslapas, Assistant
Secretary; and Mandell L. Berman, Frank V. Cahouet, Alvin E.
Friedman, Lawrence M. Green, Julian M. Smerling and David B.
Truman, directors.
The Manager manages the Fund's portfolio of investments in
accordance with the stated policies of the Fund, subject to the
approval of the Fund's Board of Trustees. The Manager is
responsible for investment decisions, and provides the Fund with
portfolio managers who are authorized by the Trustees to execute
purchases and sales of securities. The Fund's portfolio managers
are Joseph P. Darcy, A. Paul Disdier, Karen M. Hand, Stephen C.
Kris, Richard J. Moynihan, Jill C. Shaffro, L. Lawrence Troutman,
Samuel J. Weinstock and Monica S. Wieboldt. The Manager also
maintains a research department with a professional staff of
securities analysts who provide research services for the Fund as
well as for other funds advised by the Manager. All purchases
and sales are reported for the Trustees' 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 its services, the Fund has agreed to pay
the Manager a monthly 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 the declaration of
dividends to shareholders. The fees payable for the fiscal years
ended July 31, 1993 and 1994 amounted to $202,107 and $261,339,
respectively, which amounts were reduced pursuant to undertakings
by the Manager, resulting in net management fees paid for such
fiscal years of $21,427 and $192,934, respectively. The
management fee paid for the fiscal year ended July 31, 1995 was
$217,769.
Unless the Manager gives the Fund's investors at least 90
days' notice to the contrary, the Manager, and not the Fund, will
be liable for Fund expenses (exclusive of taxes, brokerage,
interest on borrowings and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses)
other than the following expenses, which will be borne by the
Fund: (i) the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the Fund's average daily net assets
and (ii) as to Class B shares only, payments made pursuant to the
Fund's Service Plan at the annual rate of .25 of 1% of the value
of the average daily net assets of Class B. See "Service Plan."
In addition, the Agreement provides that if in any fiscal
year the aggregate expenses of the Fund, exclusive of taxes,
brokerage, interest on borrowings and (with the prior written
consent of the necessary state securities commissions)
extraordinary expenses, but including the management fee, exceed
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 daily, and
reconciled and effected or paid, as the case may be, on a monthly
basis.
The aggregate of the fees payable to the Manager is not
subject to reduction as the value of the Fund's net assets
increases.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"How to Buy Fund Shares."
The Distributor. The Distributor serves as the Fund's
distributor pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the other funds in
the Dreyfus Family of Funds and for certain other investment
companies. In some states, banks or other financial institutions
effecting transactions in Fund shares may be required to register
as dealers pursuant to state law.
Using Federal Funds. The Shareholder Services Group, Inc.,
the Fund's transfer and dividend disbursing agent (the "Transfer
Agent"), or the Fund may attempt to notify the investor upon
receipt of checks drawn on banks that are not members of the
Federal Reserve System as to the possible delay in conversion
into Federal Funds and may attempt to arrange for a better means
of transmitting the money. If the investor is a customer of a
securities dealer, bank or other financial institution and his
order to purchase Fund shares is paid for other than in Federal
Funds, the securities dealer, bank or other financial
institution, acting on behalf of its customer, will complete the
conversion into, or itself advance, Federal Funds generally on
the business day following receipt of the customer order. The
order is effective only when so converted and received by the
Transfer Agent. An order for the purchase of Fund shares placed
by an investor with a sufficient Federal Funds or cash balance in
his brokerage account with a securities dealer, bank or other
financial institution will become effective on the day that the
order, including Federal Funds, is received by the Transfer
Agent.
SERVICE PLAN
(CLASS B ONLY)
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Service Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and
Exchange Commission under the Act provides, among other things,
that an investment company may bear expenses of distributing its
shares only pursuant to a plan adopted in accordance with the
Rule. The Fund's shareholders and Board of Trustees have
approved such a Plan (the "Service Plan") with respect to the
Fund's Class B shares. Pursuant to the Service Plan, the Fund
(i) reimburses the Distributor for distributing the Fund's Class
B shares and (ii) pays the Manager, Dreyfus Service Corporation,
a wholly-owned subsidiary of the Manager, and any affiliate of
either of them (collectively, "Dreyfus") for advertising and
marketing Class B shares and for providing certain services to
the holders of Class B shares. Under the Service Plan, the
Distributor and Dreyfus may make payments to certain financial
institutions, securities dealers and other financial industry
professionals (collectively, "Service Agents") in respect to
these services. The Fund's Board of Trustees believes that there
is a reasonable likelihood that the Service Plan will benefit the
Fund and the holders of Class B shares.
A quarterly report of the amounts expended under the Service
Plan, and the purposes for which such expenditures were incurred,
must be made to the Trustees for their review. In addition, the
Service Plan provides that it may not be amended to increase
materially the costs which holders of Class B shares may bear
pursuant to the Service Plan without the approval of the holders
of Class B shares and that other material amendments of the
Service Plan must be approved by the Board of Trustees, and by
the Trustees who are not "interested persons" (as defined in the
Act) of the Fund and have no direct or indirect financial
interest in the operation of the Service Plan or in any
agreements entered into in connection with the Service Plan, by
vote cast in person at a meeting called for the purpose of
considering such amendments. The Service Plan is subject to
annual approval by such vote of the Trustees cast in person at a
meeting called for the purpose of voting on the Service Plan.
The Service Plan was so approved by the Trustees at a meeting
held on May 24, 1995. The Service Plan may be terminated at any
time by vote of a majority of the Trustees who are not
"interested persons" and have no direct or indirect financial
interest in the operation of the Service Plan or in any
agreements entered into in connection with the Service Plan or by
vote of the holders of a majority of Class B shares.
For the period August 24, 1994 (effective date of Service
Plan) through July 31, 1995, the Fund paid $38,606 pursuant to
the Service Plan, of which $35,722 was paid to the Distributor as
reimbursement for distributing Class B shares, and $2,884 was
paid to Dreyfus for advertising and marketing Class B shares and
for providing services to Class B shareholders.
Prior Service Plan. As of August 24, 1994, the Fund
terminated its then existing Service Plan, which provided for
payment to be made to Dreyfus Service Corporation, the Fund's
distribution prior to such date, for advertising, marketing and
distributing the Fund's Class B shares at the annual rate of .25%
of the value of the average daily net assets of Class B. For the
period August 1, 1994 through August 23, 1994 the Fund paid
Dreyfus Service Corporation pursuant to such plan $8,182, of
which approximately $8,028 was for distributing Class B shares
and approximately $154 was for advertising and marketing Class B
shares and for services provided to Class B shares.
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 the
Dreyfus Service Corporation for certain allocated expenses of
providing personal services and/or maintaining shareholder
accounts with respect to Class A shares only. The services
provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts.
A quarterly report of the amounts expended under the Plan,
and the purposes for which such expenditures were incurred, must
be made to the Trustees for their review. In addition, the Plan
provides that material amendments of the Plan must be approved by
the Board of Trustees, and by the Trustees who are not
"interested persons" (as defined in the Act) of the Fund or the
Manager and have no direct or indirect financial interest in the
operation of the Plan, by vote cast in person at a meeting called
for the purpose of considering such amendments. The Plan is sub-
ject to annual approval by such vote of the Trustees cast in
person at a meeting called for the purpose of voting on the Plan.
The Plan, as revised, was so approved at a meeting held on March
1, 1995. The Plan is terminable at any time by vote of a
majority of the Trustees who are not "interested persons" and
have no direct or indirect financial interest in the operation of
the Plan.
For the fiscal year ended July 31, 1995, no amounts were
paid by the Fund with respect to Class A shares under the Plan.
See "Management Agreement".
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"How to Redeem Fund Shares."
Redemption by Wire or Telephone. By using this procedure,
the investor authorizes the Transfer Agent to act on wire or
telephone redemption instructions from any person representing
himself or herself to be an authorized representative of the
investor, and reasonably believed by the Transfer Agent to be
genuine. Ordinarily, the Fund will initiate payment for shares
redeemed pursuant to this procedure on the same business day if
Dreyfus Institutional Services Division receives the redemption
request in proper form prior to 12:00 Noon, New York time, on
such day; otherwise, the Fund will initiate payment on the next
business day. Such payment will be made to a bank that is a
member of the Federal Reserve System.
Investors with access to telegraphic equipment may wire
redemption requests to the Transfer Agent by employing the
following transmittal code which may be used for domestic or
overseas transmission:
Transfer Agent's
Transmittal Code Answer Back Sign
_______________ ________________
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic
equipment may have the wire transmitted by contacting a TRT
Cables operator at 1-800-654-7171, toll free. Investors should
advise the operator that the above transmittal code must be used
and should inform the operator of the Transfer Agent's answer
back sign.
Redemption Commitment. The Fund has committed itself to pay
in cash all redemption requests by any shareholder of record,
limited in amount during any 90-day period to the lesser of
$250,000 or 1% of the value of the Fund's net assets at the
beginning of such period. Such commitment is irrevocable without
the prior approval of the Securities and Exchange Commission. In
the case of requests for redemption in excess of such amount, the
Board of Trustees reserves the right to make payments in whole or
in part in securities or other assets of the Fund in case of an
emergency or at 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 a
customary weekend and holiday closing), (b) when trading in the
markets the Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably
practicable, or (c) for such other periods as the Securities and
Exchange Commission by order may permit to protect the Fund's
shareholders.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"How to Buy Fund Shares."
Amortized Cost Pricing. The valuation of the Fund's
portfolio securities is based upon their amortized cost which
does not take into account unrealized capital gains or losses.
This involves valuing an instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method pro-
vides certainty in valuation, it may result in periods during
which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.
The Board of Trustees has established, as a particular
responsibility within the overall duty of care owed to the Fund's
investors, procedures reasonably designed to stabilize the Fund's
price per share as computed for purposes of purchases and
redemptions at $1.00. Such procedures include review of the
Fund's portfolio holdings by the Board of Trustees, at such
intervals as it deems appropriate, to determine whether the
Fund's net asset value calculated by using available market
quotations or market equivalents deviates from $1.00 per share
based on amortized cost. Market quotations and market
equivalents used in such review are obtained from an independent
pricing service (the "Service") approved by the Board of
Trustees. The Service values the Fund's investments based on
methods which include consideration of: yields or prices of
municipal obligations of comparable quality, coupon, maturity and
type; indications of values from dealers; and general market
conditions. The Service also may employ electronic data
processing techniques and/or a matrix system to determine
valuations.
The extent of any deviation between the Fund's net asset
value based upon available market quotations or market equiva-
lents and $1.00 per share based on amortized cost will be ex-
amined by the Board of Trustees. If such deviation exceeds 1/2
of 1%, the Board of Trustees will consider what actions, if any,
will be initiated. In the event the Board of Trustees determines
that a deviation exists which may result in material dilution or
other unfair results to investors or existing shareholders, it
has agreed to take such corrective action as it regards as
necessary and appropriate, including: selling portfolio
instruments prior to maturity to realize capital gains or losses
or to shorten average portfolio maturity; withholding dividends
or paying distributions from capital or capital gains; redeeming
shares in kind; or establishing a net asset value per share by
using available market quotations or market equivalents.
New York Stock Exchange Closings. The holidays (as
observed) on which the New York Stock Exchange is closed
currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased from and sold
to parties acting as either principal or agent. Newly-issued
securities ordinarily are purchased directly from the issuer or
from an underwriter; other purchases and sales usually are placed
with those dealers from which it appears that the best price or
execution will be obtained. Usually no brokerage commissions, as
such, are paid by the Fund for such purchases and sales, although
the price paid usually includes an undisclosed compensation to
the dealer acting as agent. The prices paid to underwriters of
newly-issued securities usually include a concession paid by the
issuer to the underwriter, and purchases of after-market
securities from dealers ordinarily are executed at a price
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 advises and, conversely, research
services furnished to the Manager by brokers in connection with
other funds the Manager advises may be used by the Manager in
advising the Fund. Although it is not possible to place a dollar
value on these services, it is the opinion of the Manager that
the receipt and study of such services should not reduce the
overall expenses of its research department.
INVESTOR SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Investor Services."
Fund Exchanges. By using the Telephone Exchange Privilege,
the investor authorizes the Distributor 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 Tax Exempt Cash Management, Dreyfus
Treasury Cash Management and Dreyfus Treasury Prime Cash
Management. This Privilege is available only for existing
accounts. Shares will be exchanged on the basis of relative net
asset value. Enrollment in or modification or cancellation of
this Privilege is effective three business days following
notification by the Investor. An investor will be notified if
its account falls below the amount designated to be exchanged
under this Privilege. In this case, an investor's account will
fall to zero unless additional investments are made in excess of
the designated amount prior to the next Auto-Exchange
Transaction. Shares issued in certificate form are not eligible
for Auto-Exchange.
Fund Exchanges and Dreyfus Auto-Exchange Privilege are
available to investors resident in any state in which shares of
the fund being acquired may legally be sold. Shares may be
exchanged only between accounts having identical names and other
identifying designations.
The Fund reserves the right to reject any exchange request
in whole or in part. The availability of Fund expenses and
Dreyfus Auto-Exchange Privilege may be modified or terminated at
any time upon notice to investors.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Dividends, Distributions and Taxes."
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain or loss. However,
all or a portion of any gains realized from the sale or other
disposition of certain market discount bonds will be treated as
ordinary income under Section 1276 of the Internal Revenue Code
of 1986, as amended.
YIELD INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Yield Information."
For the seven-day period ended July 31, 1995, the yield and
effective was yield for Class A shares was 3.67% and 3.74%,
respectively, and for Class B shares was 3.43% and 3.49%,
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.
Based upon a 1995 combined Federal, New York State and New
York City income tax rate of 47.05%, the Fund's tax equivalent
yield for the seven-day period ended July 31, 1995 was 6.93% for
Class A shares and 6.48% for Class B shares. Tax equivalent
yield is computed by dividing that portion of the yield or
effective 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.
The tax equivalent yield noted above represents the
application of the highest Federal, New York State and New York
City marginal personal income tax rates presently in effect. For
Federal income tax purposes, a 39.6% tax rate has been used. For
New York State and New York City personal income tax purposes,
tax rates of 7.875% and 4.46%, respectively, have been used. The
tax equivalent figure, however, does not reflect the potential
effect of any other local (including, but not limited to, county,
district or city) taxes, including applicable surcharges. In
addition, there may be pending legislation which could affect
such stated tax rates or yield. Each investor should consult its
tax adviser, and consider its own factual circumstances and
applicable tax laws, in order to ascertain the relevant tax
equivalent yield.
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.
From time to time, the Fund may use hypothetical tax
equivalent yields or charts in its advertising. These
hypothetical yields or charts will be used for illustrative
purposes only and not as representative of the Fund's past or
future performance.
From time to time, advertising materials for the Fund may
refer to or discuss then-current or past economic conditions,
developments and/or events, including actual or proposed tax
legislation. From time to time, advertising materials for the
Fund may also refer to statistical or other information
concerning trends relating to investment companies, as compiled
by industry associations such as the Investment Company
Institute.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"General Information."
Each Fund share has one vote and, when issued and paid for
in accordance with the terms of the offering, is fully paid and
nonassessable. Fund shares have no preemptive, subscription or
conversion rights and are freely transferable.
The Fund sends annual and semi-annual financial statements
to all its shareholders.
In early 1974, the Manager commenced offering the first
money market fund to be widely offered on a retail basis, Dreyfus
Liquid Assets, Inc. Money market mutual funds have subsequently
grown into a multi-billion dollar industry.
The Fund is a member of the Family of Dreyfus Cash
Management Funds which are designed to meet the needs of an array
of institutional investors. As of September 18, 1995, the total
net assets of the family of Dreyfus Cash Management Funds
amounted to approximately $21.3 billion.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 90 Washington Street, New York, New
York 10286, acts as custodian of the Fund's investments. The
Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671,
is the Fund's transfer and dividend disbursing agent. Neither
The Bank of New York nor The Shareholder Services Group, Inc. has
any part in determining the investment policies of the Fund or
which securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New
York 10004-2696, as counsel for the Fund, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of beneficial
interest being sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York
10019, independent auditors, have been selected as auditors of
the Fund.
APPENDIX A
RISK FACTORS--INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS
The financial condition of New York State (the "State") and
certain of its public bodies (the "Agencies") and municipalities,
particularly New York City (the "City"), could affect the market
values and marketability of New York Municipal Obligations which
may be held by the Fund. The following information constitutes
only a brief summary, does not purport to be a complete
description, and is based on information drawn from official
statements relating to securities offerings of the State, the
City and the Municipal Assistance Corporation for the City of New
York ("MAC") available as of the date of this Statement of
Additional Information. While the Fund has not independently
verified such information, it has no reason to believe that such
information is not correct in all material respects.
A national recession commenced in mid-1990. The downturn
continued through the remainder of the 1990-91 fiscal year, and
was followed by a period of weak economic growth during the
remainder of the 1991 calendar year. For the calendar year 1992,
the national economy continued to recover, although at a rate
below all post-war recoveries. The recession was more severe in
the State than in other parts of the nation, owing to a
significant retrenchment in the financial services industry,
cutbacks in defense spending, and an overbuilt real estate
market. The State economy remained in recession until 1993, when
employment growth resumed. Since early 1993, the State has
gained approximately 100,000 jobs. The State's economy is
expected to continue to expand modestly during 1995, but there
will be a pronounced slow-down during the course of the year.
Although industries that export goods and services abroad are
expected to benefit from the lower dollar, growth will be slowed
by government cutbacks at all levels. On an average annual
basis, employment growth will be about the same as 1994. Both
personal income and wages are expected to record moderate gains
in 1995.
The State's budget for the 1995-96 fiscal year was enacted
by the Legislature on June 7, 1995, more than two months after
the start of the fiscal year. Prior to adoption of the budget,
the Legislature enacted appropriations for disbursements
considered to be necessary for State operations and other
purposes, including all necessary appropriations for debt
service. The State Financial Plan for 1995-96 fiscal year was
formulated on June 20, 1995 and is based on the State's budget as
enacted by the Legislature and signed into law by the Governor.
The 1995-96 budget is the first to be enacted in the
administration of the Governor, who assumed office on January 1.
It is the first budget in over half a century which proposed and,
as enacted, projects an absolute year-over-decline in General
Fund disbursements. Spending for State operations is projected
to drop even more sharply, by 4.6%. Nominal spending from all
State funding sources (i.e., excluding Federal aid) is proposed
to increase by only 2.5% from the prior fiscal year, in contrast
to the prior decade when such spending growth averaged more than
6.0% annually.
In his Executive Budget, the Governor indicated that in the
1995-96 fiscal year, the State Financial Plan, based on then-
current law governing spending and revenues, would be out of
balance by almost $4.7 billion, as a result of the projected
structural deficit resulting from the ongoing disparity between
sluggish growth in receipts, the effect of prior-year tax
changes, and the rapid acceleration of spending growth; the
impact of unfunded 1994-95 initiatives, primarily for local aid
programs; and the use of one-time solutions, primarily surplus
funds from the prior year, to fund recurring spending in the
1994-95 budget. The Governor proposed additional tax cuts, to
spur economic growth and provide relief for low and middle-income
tax payers, which were larger than those ultimately adopted, and
which added $240 million to the then projected imbalance or
budget gap, bringing their total to approximately $5 billion.
This gap is projected to be closed in the 1995-96 State
Financial Plan based on the enacted budget, through a series of
actions, mainly spending reductions and cost containment measures
and certain reestimates that are expected to be recurring, but
also through the use of one-time solutions.
The State Financial Plan is based upon forecasts of national
and State economic activity. Economic forecasts have frequently
failed to predict accurately the timing and magnitude of changes
in the national and the State economies. Many uncertainties
exist in forecasts of both the national and State economies,
including consumer attitudes toward spending, Federal financial
and monetary policies, the availability of credit and the
condition of the world economy, which could have an adverse
effect on the State. There can be no assurance that the State
economy will not experience worse-than-predicted results in the
1994-95 fiscal year, with corresponding material and adverse
effects on the State's projections of receipts and disbursements.
The General Fund is projected to be balanced on a cash basis
for the 1995-96 fiscal year. Total receipts and transfers from
other funds are projected to be $33.110 billion, a decrease of
$48 million from total receipts in the prior fiscal year. Total
General fund disbursements and transfers to other funds are
projected to be $33.055 billion, a decrease of $344 million from
the total amount disbursed in the prior fiscal year.
There can be no assurance that the State will not face
substantial potential budget gaps in future years resulting from
a significant disparity between tax revenues projected from a
lower recurring receipts base and the spending required to
maintain State programs at current levels. To address any
potential budgetary imbalance, the State may need to take
significant actions to align recurring receipts and disbursements
in future fiscal years.
On June 6, 1990, Moody's changed its ratings on all the
State's outstanding general obligation bonds from A1 to A. On
March 26, 1990 and January 13, 1992, S&P changed its ratings on
all of the State's outstanding general obligation bonds from AA-
to A and from A to A-, respectively. In February 1991, Moody's
lowered its rating on the City's general obligation bonds from A
to Baa1 and in July 1995, S&P lowered its rating on such bonds
from A- to BBB+. Ratings reflect only the respective views of
such organizations, and their concerns about the financial
condition of New York State and City, the debt load of the State
and City and any economic uncertainties about the region. There
is no assurance that a particular rating will continue for any
given period of time or that any such rating will not be revised
downward or withdrawn entirely if, in the judgment of the agency
originally establishing the rating, circumstances so warrant.
(1) The State, Agencies and Other Municipalities. During
the mid-1970s, some of the Agencies and municipalities (in
particular, the City) faced extraordinary financial difficulties,
which affected the State's own financial condition. These
events, including a default on short-term notes issued by the New
York State Urban Development Corporation ("UDC") in February
1975, which default was cured shortly thereafter, and a
continuation of the financial difficulties of the City, created
substantial investor resistance to securities issued by the State
and by some of its municipalities and Agencies. For a time, in
late 1975 and early 1976, these difficulties resulted in a
virtual closing of public credit markets for State and many State
related securities.
In response to the financial problems confronting it, the
State developed and implemented programs for its 1977 fiscal year
that included the adoption of a balanced budget on a cash basis
(a deficit of $92 million that actually resulted was financed by
issuing notes that were paid during the first quarter of the
State's 1978 fiscal year). In addition, legislation was enacted
limiting the occurrence of additional so-called "moral
obligation" and certain other Agency debt, which legislation does
not, however, apply to MAC debt.
State Financial Cash-Basis Results--General Fund. The
General Fund is the principal operating fund of the State and is
used to account for all financial transactions, except those
required to be accounted for in another fund. It is the State's
largest fund and receives almost all State taxes and other
resources not dedicated to particular purposes. General Fund
moneys are also transferred to other funds, primarily to support
certain capital projects and debt service payments in other fund
types.
New York State's financial operations have improved during
recent fiscal years. During the period 1989-90 through 1991-92,
the State incurred General Fund operating deficits that were
closed with receipts from the issuance of tax and revenue
anticipation notes ("TRANs"). First, the national recession, and
then the lingering economic slowdown in the New York and regional
economy, resulted in repeated shortfalls in receipts and three
budget deficits. For its 1992-93, 1993-94 and 1994-95 fiscal
years, the State recorded balanced budgets on a cash basis, with
substantial fund balances in 1992-93 and 1993-94, and smaller
fund balance in 1994-95, as described below.
New York State ended its 1994-95 fiscal year with the
General Fund in balance. The closing fund balance of $158
million reflects $157 million in the Tax Stabilization Reserve
Fund and $1 million in the Contingency Reserve Fund ("CRF"). The
CRF was established in State Fiscal year 1993-94, funded partly
with surplus moneys, to assist the State in financing the 1994-95
fiscal year costs of extraordinary litigation known or
anticipated at that time; the opening fund balance in State
fiscal year 1994-95 was $265 million. The $241 million change in
the fund balance reflects the use of $264 million in the CRF as
planned, as well as the required deposit of $23 million to the
Tax Stabilization Reserve Fund. In addition, $278 million was on
deposit in the tax refund reserve account, $250 million of which
was deposited at the end of the State's 1994-95 fiscal year to
continue the process of restricting the State's cash flow as part
of the New York Local Government Assistance Corporation ("LGAC")
program.
Compared to the State Financial Plan for 1994-1995 as
formulated on June 16, 1994, reported receipts fell short of
original projections by $1.163 billion, primarily in the
categories of personal income and business taxes. Of this
amount, the personal income tax accounts for $800 million,
reflecting weak estimated tax collections and lower withholding
due to reduced wage and salary growth, more severe reductions in
brokerage industry bonuses than projected earlier, and deferral
of capital gains realizations in anticipation of potential
Federal tax changes. Business taxes fell short by $373 million,
primarily reflecting lower payments from banks as substantial
overpayments of 1993 liability depressed net collections in the
1994-95 fiscal year. These shortfalls were offset by better
performance in the remaining taxes, particularly the user taxes
and fees, which exceeded projections by $210 million. Of this
amount, $277 million was attributable to certain restatements for
accounting treatment purposes pertaining to the CRF and LGAC;
these restatements had no impact on balance in the General Fund
Disbursements were also reduced from original projections by
$848 million. After adjusting for the net impact of restatements
relating to the CRF and LGAC which raised disbursements by $38
million, the variance of $886 million. Well over two-thirds of
this variance is in the category of grants to local governments,
primarily reflecting the conservative nature of the original
estimates of projected costs for social services and other
programs. Lower education costs are attributable to the
availability of $110 million in additional lottery proceeds and
the use of LGAC bond proceeds.
The spending reductions also reflect $188 million in actions
initiated in January 1995 by the Governor to reduce spending to
avert a potential gap in the 1994-95 State Financial Plan. These
actions included savings from a hiring freeze, halting the
development of certain services, and the suspension of non-
essential capital projects. These actions, together with $71
million in other measures comprised the Governor's $259 million
gap-closing plan, submitted to the Legislature in connection with
the 1995-96 Executive Budget.
The State ended its 1993-94 fiscal year with a balance of
$1.140 billion in the tax refund reserve account, $265 million in
the CRF and $134 million in its tax stabilization reserve fund.
These fund balances were primarily the result of an improving
national economy, State employment growth, tax collections that
exceeded earlier projections and disbursements that were below
expectations. Deposits to the personal income tax refund reserve
have the effect of reducing reported personal income tax receipts
in the fiscal year when made and withdrawals from such reserve
increase receipts in the fiscal year when made. The balance in
the tax reserve account will be used to pay taxpayer refunds,
rather than drawing from 1994-95 receipts.
Of the $1.140 billion deposited in the tax refund reserve
account, $1.026 billion was available for budgetary planning
purposes in the 1994-95 fiscal year. The remaining $114 million
will be redeposited in the tax refund reserve account at the end
of the State's 1994-95 fiscal year to continue the process of
restructuring the State's cash flow as part of the LGAC program.
The balance in the contingency reserve fund will be used to meet
the cost of litigation facing the State in its 1994-95 fiscal
year.
Before the deposit of $1.140 billion in the tax refund
reserve account, General Fund receipts in 1993-94 exceeded those
originally projected when the State Financial Plan for the year
was formulated on April 16, 1993 by $1.002 billion. Greater-
than-expected receipts in the personal income tax, the bank tax,
the corporation franchise tax and the estate tax accounted for
most of this variance, and more than offset weaker-than-projected
collections from the sales and use tax and miscellaneous
receipts. Collections from individual taxes were affected by
various factors including changes in Federal business laws,
sustained profitability of banks, strong performance of
securities firms, and higher-than-expected consumption of tobacco
products following price cuts.
The higher receipts resulted, in part, because the New York
economy performed better than forecasted. Employment growth
started in the first quarter of the State's 1993-94 year, and
although this lagged the national economic recovery, the growth
in New York began earlier than forecasted. The New York economy
exhibited signs of strength in the service sector, in
construction, and in trade. Long Island, and the Mid-Hudson
Valley continued to lag the rest of the State in economic growth.
Approximately 100,000 jobs are believed to have been added during
the 1993-94 fiscal year.
Disbursements and transfer from the General Fund were $303
million below the level projected in April 1993, an amount that
would have been $423 million had the State not accelerated the
payment of Medicaid billings, which in the April 1993 State
Financial Plan were planned to be deferred into the 1994-95
fiscal year. Compared to the estimates included in the State
Financial Plan formulated in April 1993, disbursements were lower
for Medicaid, capital projects, and debt service (due to
refundings). In addition, $114 million of school and payments
were funded from the proceeds of LGAC bonds. Disbursements were
higher-than-expected for general support for public schools. The
State also made the first of six required payments to the State
of Delaware related to the settlement of Delaware's litigation
against the State regarding the disposition of abandoned property
receipts.
During the 1993-94 fiscal year, the State also established
and funded the CRF as a way to assist the State in financing the
cost of litigation affecting the State. The CRF was initially
funded with a transfer of $100 million attributable to the
positive margin recorded in the 1992-93 fiscal year. In
addition, the State augmented this initial deposit with $132
million on debt service savings attributable to the refinancing
of State and public authority bonds during 1993-94. A year-end
transfer of $36 million was also made to the CRF, which, after a
disbursement for authorized fund purposes, brought the CRF
balance at the end of 1993-94 to $265 million. This amount was
$165 million higher than the amount originally targeted for this
reserve fund.
For its 1992-93 fiscal year the State had a balanced budget
on a cash basis with a positive margin of $671 million in the
General Fund that was deposited in the refund reserve account.
After reflecting a 1992-93 year-end deposit to the refund
reserve account of $671 million, reported 1992-93 General Fund
receipts were $45 million higher than originally projected in
April 1992. If not for that year-end transaction, which had the
effect of reducing 1992-93 receipts by $671 million and making
those receipts available in 1993-94, General Fund receipts would
have been $716 million higher than originally projected.
The favorable performance was primarily attributable to
personal income tax collections that were more than $700 million
higher than originally projected (before reflecting the refund
reserve transaction). The withholding and estimated payment
components of the personal income tax exceeded original estimates
by more than $800 million combined, reflecting both stronger
economic activity, particularly at year's end, and the tax-
induced one-time acceleration of income into 1992. Modest
shortfalls were experienced in other components of the income
tax.
There were large, but largely offsetting, variances in other
categories. Significantly higher-than-projected business tax
collections and the receipt of unbudgeted payments from the
Medical Malpractice Insurance Association and the New York Racing
Association approximately offset the loss of an anticipated $200
million Federal reimbursement, the loss of certain budgeted
hospital differential revenue as a result of unfavorable court
decisions, and shortfalls in certain miscellaneous revenue
sources.
Disbursements and transfers to other funds totaled $30.829
billion, an increase of $45 million above projections in April
1992. After adjusting for the impact of a $150 million payment
from the Medical Malpractice Insurance Association to health
insurers made pursuant to legislation passed in January 1993,
actual disbursements were $105 million lower than projected.
This reduction primarily reflected higher-than-anticipated costs
for educational programs, as offset by lower costs in virtually
all other categories of spending, including Medicaid, local
health programs, agency operations, fringe benefits, capital
projects and debt service.
During its 1989-90, 1990-91 and 1991-92 fiscal years, the
State incurred cash-basis operating deficits in the General Fund
of $775 million, $1.081 billion and $575 million, respectively,
prior to the issuance of short-term TRANs, owing to lower-than-
projected receipts.
Other Governmental Funds. Activity in the three other
governmental funds has remained relatively stable over the last
three fiscal years, with Federally-funded programs comprising
approximately two-thirds of these funds. The most significant
change in the structure of these funds has been the redirection,
beginning in the 1993-94 fiscal year, of a portion of
transportation-related revenues from the General Fund to two new
dedicated funds in the Special Revenue and Capital Projects Fund
types. These revenues totalling $676 million in the 1994-95
fiscal year were used to support the capital programs of the
Department of Transportation and the Metropolitan Transportation
Authority ("MTA").
The Special Revenue Funds account for State receipts from
specific sources that are legally restricted in use to specified
purposes and include all moneys received from the Federal
government. Total receipts in Special Revenue Funds are
projected at $25.547 billion in the State's 1995-96 fiscal year.
Disbursements from Special Revenue Funds are projected to be
$26.002 billion for the State's 1995-96 fiscal year.
The Capital Projects Funds are used to finance the
acquisition and construction of major capital facilities and to
aid local government units and Agencies in financing capital
constructions. Federal grants for capital projects, largely
highway-related, are projected to account for 24% of the $4.170
billion in total projected receipts in Capital Projects Funds in
the State's 1995-96 fiscal year. Total disbursements for capital
projects are projected to be $4.160 billion during the State's
1995-96 fiscal year.
The Debt Service Funds serve to fulfill State debt service
on long-term general obligation State debt and other State
lease/purchase and contractual obligation financing commitments.
Total receipts in Debt Service Funds are projected to reach
$2.409 billion in the State's 1995-96 fiscal year. Total
disbursements from Debt Service Funds for debt service, lease/
purchase and contractual obligation financing commitments are
projected to be $2.506 billion for the 1994-95 fiscal year.
State Borrowing Plan. The State anticipates that its
capital programs will be financed, in part, through borrowing by
the State and public authorities in the 195-96 fiscal year. The
State expects to issue $248 million in general obligation bonds
(including $70 million for purposes of redeeming outstanding
BANs) and $186 million in general obligation commercial paper.
The Legislature has also authorized the issuance of up to $33
million in COPs during the State's 1995-96 fiscal year for
equipment purchases and $14 million for capital purposes. The
projection of the State regarding its borrowings for the 1995-96
fiscal year may change if circumstances require.
In addition, the LGAC is authorized to provide net proceeds
of up to $529 million during the 1995-96 fiscal year to redeem
notes sold in June 1995.
State Agencies. The fiscal stability of the State is
related, at least in part, to the fiscal stability of its
localities and various of its Agencies. Various Agencies have
issued bonds secured, in part, by non-binding statutory
provisions for State appropriations to maintain various debt
service reserve funds established for such bonds (commonly
referred to as "moral obligation" provisions).
At September 30, 1994, there were 18 Agencies that had
outstanding debt of $100 million or more. The aggregate
outstanding debt, including refunding bonds, of these 18 Agencies
was $70.3 billion as of September 30, 1994. As of March 31,
1995, aggregate Agency debt outstanding as State-supported debt
was $27.9 billion and as State-related was $36.1 billion. Debt
service on the outstanding Agency obligations normally is paid
out of revenues generated by the Agencies' projects or programs,
but in recent years the State has provided special financial
assistance, in some cases on a recurring basis, to certain
Agencies for operating and other expenses and for debt service
pursuant to moral obligation indebtedness provisions or
otherwise. Additional assistance is expected to continue to be
required in future years.
Several Agencies have experienced financial difficulties in
the past. Certain Agencies continue to experience financial
difficulties requiring financial assistance from the State.
Failure of the State to appropriate necessary amounts or to take
other action to permit certain Agencies to meet their obligations
could result in a default by one or more of such Agencies. If a
default were to occur, it would likely have a significant effect
on the marketability of obligations of the State and the
Agencies. These Agencies are discussed below.
The New York State Housing Finance Agency ("HFA") provides
financing for multifamily housing, State University construction,
hospital and nursing home development, and other programs. In
general, HFA depends upon mortgagors in the housing programs it
finances to generate sufficient funds from rental income,
subsidies and other payments to meet their respective mortgage
repayment obligations to HFA, which provide the principal source
of funds for the payment of debt service on HFA bonds, as well as
to meet operating and maintenance costs of the projects financed.
From January 1, 1976 through March 31, 1987, the State was called
upon to appropriate a total of $162.8 million to make up
deficiencies in the debt service reserve funds of HFA pursuant to
moral obligation provisions. The State has not been called upon
to make such payments since the 1986-87 fiscal year and no
payments are anticipated during the 1995-96 fiscal year.
UDC has experienced, and expects to continue to experience,
financial difficulties with the housing programs it had
undertaken prior to 1975, because a substantial number of these
housing program mortgagors are unable to make full payments on
their mortgage loans. Through a subsidiary, UDC is currently
attempting to increase its rate of collection by accelerating its
program of foreclosures and by entering into settlement
agreements. UDC has been, and will remain, dependent upon the
State for appropriations to meet its operating expenses. The
State also has appropriated money to assist in the curing of a
default by UDC on notes which did not contain the State's moral
obligation provision.
The MTA oversees New York City's subway and bus lines by its
affiliates, the New York City Transit Authority and the Manhattan
and Bronx Surface Transit Operating Authority (collectively, the
"TA"). Through MTA's subsidiaries, the Long Island Rail Road
Company, the Metro-North Commuter Railroad Company and the
Metropolitan Suburban Bus Authority, the MTA operates certain
commuter rail and bus lines in the New York metropolitan area.
In addition, the Staten Island Rapid Transit Authority, an MTA
subsidiary, operates a rapid transit line on Staten Island.
Through its affiliated agency, the Triborough Bridge and Tunnel
Authority (the "TBTA"), the MTA operates certain toll bridges and
tunnels. Because fare revenues are not sufficient to finance the
mass transit portion of these operations, the MTA has depended
and will continue to depend for operating support upon a system
of State, local government and TBTA support and, to the extent
available, Federal operating assistance, including loans, grants
and subsidies. If current revenue projections are not realized
and/or operating expenses exceed current projections, the TA or
commuter railroads may be required to seek additional State
assistance, raise fares or take other actions.
Over the past several years the State has enacted several
taxes--including a surcharge on the profits of banks, insurance
corporations and general business corporations doing business in
the 12-county region (the "Metropolitan Transportation Region")
served by the MTA and a special .25% regional sales and use
tax--that provide additional revenues for mass transit purposes,
including assistance to the MTA. In addition, since 1987, State
law has required that the proceeds of .25% mortgage recording tax
paid on certain mortgages in the Metropolitan Transportation
Region be deposited in a special MTA fund for operating or
capital expenses. Further, in 1993, the State dedicated a
portion of certain additional State petroleum business tax
receipts to fund operating or capital assistance to the MTA. For
the 1995-96 State fiscal year, total State assistance to the MTA
is estimated at approximately $1.1 billion.
A subway fire on December 28, 1990 and a subway derailment
on August 28, 1991, each of which caused fatalities and many
injuries, have given rise to substantial claims for damages
against both the TA and the City.
In 1981, the State Legislature authorized procedures for the
adoption, approval and amendment of a five-year plan for the
capital program designed to upgrade the performance of the MTA's
transportation systems and to supplement, replace and rehabili-
tate facilities and equipment, and also granted certain
additional bonding authorization therefor.
On April 5, 1993, the Legislature approved, and the Governor
subsequently signed into law, legislation authorizing a five-year
$9.56 billion capital plan for the MTA for 1992-1996. The MTA
has received approval of the 1992-1996 Capital Program based on
this legislation from the MTA Capital Program Review Board (the
"CPRB"), as State law requires. This is the third five-year plan
since the Legislature authorized procedures for the adoption,
approval and amendment of a five-year plan in 1981 for a capital
program designed to upgrade the performance of the MTA's
transportation systems and to supplement, replace and
rehabilitate facilities and equipment. The MTA, the TBTA and the
TA are collectively authorized to issue an aggregate of $3.1
billion of bonds (net of certain statutory exclusions) to finance
a portion of the 1992-96 Capital Program. The 1992-96 Capital
Program was expected to be financed in significant part through
dedication of the State petroleum business tax receipts referred
to above. However, in December 1994 the proposed bond resolution
based on such tax receipts was not approved by the MTA Capital
Program Review Board. Further consideration of the resolution
was deferred until 1995.
There can be no assurance that such governmental actions
will be taken, that sources currently identified will not be
decreased or eliminated, or that the 1992-1996 Capital Program
will not be delayed or reduced. If the MTA capital program is
delayed or reduced because of funding shortfalls or other
factors, ridership and fare revenues may decline, which could,
among other things, impair the MTA's ability to meet its
operating expenses without additional State assistance.
The cities, towns, villages and school districts of the
State are political subdivisions of the State with the powers
granted by the State Constitution and statutes. As the
sovereign, the State retains broad powers and responsibilities
with respect to the government, finances and welfare of these
political subdivisions, especially in education and social
services. In recent years the State has been called upon to
provide added financial assistance to certain localities.
Other Localities. Certain localities in addition to the
City could have financial problems leading to requests for
additional State assistance during the State's 1995-96 fiscal
year and thereafter. The potential impact on the State of such
actions by localities is not included in the projections of the
State receipts and disbursements in the State's 1995-96 fiscal
year.
Municipalities and school districts have engaged in
substantial short-term and long-term borrowings. In 1993, the
total indebtedness of all localities in the State, other than the
City, was approximately $17.7 billion. A small portion
(approximately $105 million) of this indebtedness represented
borrowing to finance budgetary deficits and was issued pursuant
to enabling State legislation. State law requires the
Comptroller to review and make recommendations concerning the
budgets of those local government units other than the City
authorized by State law to issue debt to finance deficits during
the period that such deficit financing is outstanding. Fifteen
localities had outstanding indebtedness for deficit financing at
the close of their fiscal year ending in 1993.
Certain proposed Federal expenditure reductions would
reduce, or in some cases eliminate, Federal funding of some local
programs and accordingly might impose substantial increased
expenditure requirements on affected localities to increase local
revenues to sustain those expenditures. If the State, the City
or any of the Agencies were to suffer serious financial
difficulties jeopardizing their respective access to the public
credit markets, the marketability of notes and bonds issued by
localities within the State could be adversely affected.
Localities also face anticipated and potential problems resulting
from certain pending litigation, judicial decisions and
long-range economic trends. The longer-range, potential problems
of declining city population, increasing expenditures and other
economic trends could adversely affect localities and require
increasing State assistance in the future.
Because of significant fiscal difficulties experienced from
time to time by the City of Yonkers, a Financial Control Board
was created by the State in 1984 to oversee Yonkers' fiscal
affairs. Future actions taken by the Governor or the State
Legislature to assist Yonkers in this crisis could result in the
allocation of State resources in amounts that cannot yet be
determined.
Certain litigation pending against the State or its officers
or employees could have a substantial or long-term adverse effect
on State finances. Among the more significant of these
litigations are those that involve: (i) the validity and fairness
of agreements and treaties by which various Indian tribes
transferred title to the State of approximately six million acres
of land in central New York; (ii) certain aspects of the State's
Medicaid rates and regulations, including reimbursements to
providers of mandatory and optional Medicaid services; (iii)
contamination in the Love Canal area of Niagara Falls; (iv) a
challenge to the State's practice of reimbursing certain Office
of Mental Health patient-care expenses with clients' Social
Security benefits; (v) a challenge to the methods by which the
State reimburses localities for the administrative costs of food
stamp programs; (vi) a challenge to the State's possession of
certain funds taken pursuant to the State's Abandoned Property
law; (vii) alleged responsibility of State officials to assist in
remedying racial segregation in the City of Yonkers; (viii) an
action, in which the State is a third party defendant, for
injunctive or other appropriate relief, concerning liability for
the maintenance of stone groins constructed along certain areas
of Long Island's shoreline; (ix) actions challenging the
constitutionality of legislation enacted during the 1990
legislative session which changed the actuarial funding methods
for determining contributions to State employee retirement
systems; (x) an action against State and City officials alleging
that the present level of shelter allowance for public assistance
recipients is inadequate under statutory standards to maintain
proper housing; (xi) an action challenging legislation enacted in
1990 which had the effect of deferring certain employer
contributions to the State Teachers' Retirement System and
reducing State aid to school districts by a like amount; (xii) a
challenge to the constitutionality of financing programs of the
Thruway Authority authorized by Chapters 166 and 410 of the Laws
of 1991 (described below in this Part); (xiii) a challenge to the
constitutionality of financing programs of the Metropolitan
Transportation Authority and the Thruway Authority authorized by
Chapter 56 of the Laws of 1993 (described below in this Part);
(xiv) challenges to the delay by the State Department of Social
Services in making two one-week Medicaid payments to the service
providers; (xv) challenges by commercial insurers, employee
welfare benefit plans, and health maintenance organizations to
provisions of Section 2807-c of the Public Health Law which
impose 13%, 11% and 9% surcharges on inpatient hospital bills and
a bad debt and charity care allowance on all hospital bills paid
by such entities; (xvi) challenges to the promulgation of the
State's proposed procedure to determine the eligibility for and
nature of home care services for Medicaid recipients; (xvii) a
challenge to State implementation of a program which reduces
Medicaid benefits to certain home-relief recipients; and (xviii)
challenges to the rationality and retroactive application of
State regulations recalibrating nursing home Medicaid rates.
Adverse developments or decisions in such cases could affect
the ability of the State to maintain a balanced 1994-95 State
Financial Plan.
(2) New York City. In the mid-1970s, the City had large
accumulated past deficits and until recently was not able to
generate sufficient tax and other ongoing revenues to cover
expenses in each fiscal year. However, the City's operating
results for the fiscal year ending June 30, 1994 were balanced in
accordance with GAAP, the twelfth consecutive year in which the
City achieved balanced operating results in accordance with GAAP.
The City's ability to maintain balanced operating results in
future years is subject to numerous contingencies and future
developments.
The City's economy, whose rate of growth slowed
substantially over the past three years, is currently in
recession. During the 1990 and 1991 fiscal years, as a result of
the slowing economy, the City has experienced significant
shortfalls in almost all of its major tax sources and increases
in social services costs, and has been required to take actions
to close substantial budget gaps in order to maintain balanced
budgets in accordance with the Financial Plan.
In 1975, the City became unable to market its securities and
entered a period of extraordinary financial difficulties. In
response to this crisis, the State created MAC to provide
financing assistance to the City and also enacted the New York
State Financial Emergency Act for the City of New York (the
"Emergency Act") which, among other things, created the Financial
Control Board (the "Control Board") to oversee the City's
financial affairs and facilitate its return to the public credit
markets. The State also established the Office of the State
Deputy Comptroller ("OSDC") to assist the Control Board in
exercising its powers and responsibilities. On June 30, 1986,
the Control Board's powers of approval over the City Financial
Plan were suspended pursuant to the Emergency Act. However, the
Control Board, MAC and OSDC continue to exercise various
monitoring functions relating to the City's financial condition.
The City prepares and operates under a four-year financial plan
which is submitted annually to the Control Board for review and
which the City periodically updates.
The City's independently audited operating results for each
of its fiscal years from 1981 through 1993 show a General Fund
surplus reported in accordance with GAAP. The City has
eliminated the cumulative deficit in its net General Fund
position. In addition, the City's financial statements for the
1993 fiscal year received an unqualified opinion from the City's
independent auditors, the eleventh consecutive year the City has
received such an opinion.
In August 1993, the City adopted and submitted to the
Control Board for its review a four-year Financial Plan covering
fiscal years 1994 through 1997 (the "Financial Plan"). The
Financial Plan was based on the City's fiscal year 1994 expense
budget adopted June 14, 1993 as well as certain changes
incorporated subsequent to the budget adoption process. On
November 23, 1993, the City adopted and submitted to the Control
Board for its review a first quarter modification to the
Financial Plan (the "November Modification") incorporating
various re-estimates of revenues and expenditures. For fiscal
year 1994, the November Modification includes additional
resources stemming primarily from the City Comptroller's fiscal
year 1993 annual audit, savings from a reduction in prior years'
accrued expenditures, and higher State and Federal aid resulting
from claims by the City for reimbursement of various social
services costs. These resources were used to fund new needs in
the November Modification including higher costs in the uniformed
agencies, at the Board of Education (the "BoE") and for certain
social services, the unlikelihood of the sale of the Off-Track
Betting Corporation (the "OTB"), and lower estimates of
miscellaneous and other revenues. After taking these adjustments
into account, the November Modification projects a balanced
budget for fiscal year 1994, based upon revenues of $31,585
billion. For fiscal years 1995, 1996 and 1997, the November
Modification projects budget gaps of $1.730 billion, $2.513
billion and $2.699 billion, respectively. These gaps are higher
by about $450 million in fiscal year 1995 and by about $700
million in each of fiscal years 1996 and 1997 than in the
Financial Plan, primarily on account of the nonrecurring value of
the fiscal year 1994 revenue adjustments, the loss of certain
one-time resources funding BoE fiscal year 1994 spending needs,
and the reclassification of anticipated State aid from the
baseline revenue estimates to the gap-closing program. To offset
these larger gaps, the November Modification relies on additional
City, State and other actions.
On December 1, 1993, a three-member panel appointed by the
Mayor to address City structural budget imbalance released a
report setting forth its findings and recommendations. In its
report, the panel noted that budget imbalance is likely to be
greater than the City now projects by $255 million in fiscal year
1995, rising to nearly $1.5 billion in fiscal year 1997. The
report provided a number of options that the City should consider
in addressing the structural balance issue such as severe cuts in
City-funded personnel levels, increases in residential property
taxes and the sales tax, and the imposition of bridge tolls and
solid waste collection fees. The report also noted that
additional State actions will be required in many instances to
allow the City to cut its budget without grave damage to basic
services.
On December 21, 1993, OSDC issued a report reviewing the
November Modification. The report noted that while the outlook
for fiscal year 1994 has improved since August, it will be
necessary for the City to manage its budget aggressively in order
to stay on course for budget balance this year. For fiscal years
1995 through 1997, the report expressed concern that the gaps
identified by the City in the November Modification are the
largest as a percentage of City-fund revenues that the City has
faced at this point in the fiscal year since budget balance in
accordance with GAAP was first achieved in fiscal year 1981.
On December 21, 1993, the staff of the Control Board issued
its report on the November Modification. The report states that
the plan is now more realistic in terms of the gaps it portrays
and the solutions it offers. However, the solutions are mostly
limited to fiscal year 1994 while the gap for fiscal year 1995
has been increased by $450 million. Beginning in fiscal year
1995, budget gaps average over $1 billion annually. Therefore,
the staff recommends that prompt action to replace many current-
year one-shots with recurring savings is critical.
On February 2, 1994, the Mayor presented to the City Council
and the Control Board a mid-year modification to the Financial
Plan (the "February Modification"). The February Modification
projects a balanced budget for fiscal year 1994, based upon
revenues of $31.735 billion, including a general reserve of $81
million. For fiscal years 1995, 1996 and 1997, the February
Modification projects gaps of $2.261 billion, $3.167 billion and
$3.253 billion, respectively, and assumes no wage and salary
increases beyond the expiration of current labor agreements which
expire in fiscal years 1995 and 1996. These gaps have grown
since November by about $530 million in fiscal year 1995, and
$650 million and $550 million in fiscal years 1996 and 1997,
respectively, owing in large part to lower estimates of real
property tax revenues. To close the budget gap projected for
fiscal year 1995, the February Modification includes a gap-
closing program that consists of the following major elements:
(i) an agency program of $1.048 billion; (ii) fringe benefit and
pension savings of $400 million; (iii) an intergovernmental aid
package of $400 million; (iv) a workforce reduction program of
$144 million; and (v) the assumption of a $234 million surplus
roll from fiscal year 1994. Implementation of many of the gap-
closing initiatives requires the cooperation of the municipal
labor unions, the City Council and the State and Federal
governments. The February Modification also includes a tax
reduction program, with most of the financial impact affecting
the later years of the Plan period.
The City requires certain amounts of financing for seasonal
and capital spending purposes. The City has issued $1.75 billion
of notes for seasonal financing purposes during the 1994 fiscal
year. The City's capital financing program projects long-term
financing requirements of approximately $17 billion for the
City's fiscal years 1995 through 1998 for the construction and
rehabilitation of the City's infrastructure and other fixed
assets. The major capital requirement include expenditures for
the City's water supply system, and waste disposal systems,
roads, bridges, mass transit, schools and housing. In addition,
the City and the Municipal Water Finance Authority have issued
about $1.8 billion in refunding bonds in the 1994 fiscal year.
State Economic Trends. The State historically has been one
of the wealthiest states in the nation. For decades, however,
the State has grown more slowly than the nation as a whole,
gradually eroding its relative economic position. Statewide,
urban centers have experienced significant changes involving
migration of the more affluent to the suburbs and an influx of
generally less affluent residents. Regionally, the older
Northeast cities have suffered because of the relative success
that the South and the West have and in attracting people and
business. The City has also had to face greater competition as
other major cities have developed financial and business
capabilities which make them less dependent on the specialized
services traditionally available almost exclusively in the City.
During the 1982-83 recession, overall economic activity in
the State declined less than that of the nation as a whole.
However, in the calendar years 1984 through 1991, the State's
rate of economic expansion was somewhat slower than that of the
nation. In the 1990-91 recession, the economy of the State, and
that of the rest of the Northeast, was more heavily damaged than
that of the nation as a whole and has been slower to recover.
The total employment growth rate in the State has been below the
national average since 1984. The unemployment rate in the State
dipped below the national rate in the second half of 1981 and
remained lower until 1991; since then, it has been higher.
According to data published by the U.S. Bureau of Economic
Analysis, during the past ten years, total personal income in the
State rose slightly faster than the national average only from
1986 through 1988.
APPENDIX B
Description of S&P, Moody's and Fitch ratings:
S&P
Municipal Bond Ratings
- ----------------------
An S&P municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific
obligation.
The ratings are based on current information furnished by
the issuer or obtained by S&P from other sources it considers
reliable, and will include: (1) likelihood of default-capacity
and willingness of the obligor as to the timely payment of
interest and repayment of principal in accordance with the terms
of the obligation; (2) nature of and provisions of the
obligation; and (3) protection afforded by, and relative position
of, the obligation in the event of bankruptcy, reorganization or
other arrangement under the laws of bankruptcy and other laws
affecting creditors' rights.
AAA
Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.
AA
Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in
a small degree. The AA rating may be modified by the addition of
a plus or minus designation to show relative standing within the
category.
Municipal Note Ratings
- ----------------------
SP-1
The issuers of these municipal notes exhibit very strong or
strong capacity to pay principal and interest. Those issues de-
termined to possess overwhelming safety characteristics are given
a plus (+) designation.
SP-2
The issuers of these municipal notes exhibit satisfactory
capacity to pay principal and interest.
Commercial Paper Ratings
- ------------------------
The designation A-1 by S&P indicates that the degree of
safety regarding timely payment is either overwhelming or very
strong. Those issues determined to possess overwhelming safety
characteristics are denoted with a plus sign (+) designation.
Capacity for timely payment on issues with an A-2 designation is
strong. However, the relative degree of safety is not as high as
for issues designated A-1.
Moody's
Municipal Bond Ratings
- ----------------------
Aaa
Bonds which are rated Aaa are judged to be of the best qua-
lity. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge." Interest payments are pro-
tected by a large or by an exceptionally stable margin and prin-
cipal is secure. While the various protective elements are like-
ly to change, such changes as can be visualized are most unlikely
to impair the fundamentally strong position of such issues.
Aa
Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what
generally are known as high-grade bonds. They are rated lower
than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements pre-
sent which make the long-term risks appear somewhat larger than
in Aaa securities. The modifier 1 indicates a ranking for the
security in the higher end of the category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates a
ranking in the lower end of the category.
Municipal Note Ratings
- ----------------------
Moody's ratings for state and municipal notes and other
short-term loans are designated Moody's Investment Grade (MIG).
Such ratings recognize the difference between short-term credit
risk and long-term risk. Factors affecting the liquidity of the
borrower and short-term cyclical elements are critical in
short-term ratings, while other factors of major importance in
bond risk, long-term secular trends for example, may be less
important over the short run.
A short-term rating may also be assigned on an issue having
a demand feature. Such ratings will be designated as VMIG or, if
the demand feature is not rated, as NR. Short-term ratings on
issues with demand features are differentiated by the use of the
VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment
relying on external liquidity. Additionally, investors should be
alert to the fact that the source of payment may be limited to
the external liquidity with no or limited legal recourse to the
issuer in the event the demand is not met.
Moody's short-term ratings are designated Moody's Investment
Grade as MIG 1 or VMIG 1 through MIG 4 or VMIG 4. As the name
implies, when Moody's assigns a MIG or VMIG rating, all
categories define an investment grade situation.
MIG 1/VMIG 1
This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity
support or demonstrated broad-based access to the market for
refinancing.
MIG 2/VMIG 2
This designation denotes high quality. Margins of
protection are ample although not so large as in the preceding
group.
Commercial Paper Ratings
- ------------------------
The rating Prime-1 (P-1) is the highest commercial paper
rating assigned by Moody's. Issuers of P-1 paper must have a
superior capacity for repayment of short-term promissory
obligations, and ordinarily will be evidenced by leading market
positions in well established industries, high rates of return on
funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad
margins in earnings coverage of fixed financial charges and high
internal cash generation, and well established access to a range
of financial markets and assured sources of alternate liquidity.
Issuers (or related supporting institutions) rated Prime-2
(P-2) have a strong capacity for repayment of short-term
promissory obligations. This ordinarily will be evidenced by
many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.
Fitch
Municipal Bond Ratings
- ----------------------
The ratings represent Fitch's assessment of the issuer's
ability to meet the obligations of a specific debt issue or class
of debt. The ratings take into consideration special features of
the issue, its relationship to other obligations of the issuer,
the current financial condition and operative performance of the
issuer and of any guarantor, as well as the political and
economic environment that might affect the issuer's future
financial strength and credit quality.
AAA
Bonds rated AAA are considered to be investment grade and of
the highest credit quality. The obligor has an exceptionally
strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonable foreseeable events.
AA
Bonds rated AA are considered to be investment grade and of
very high credit quality. The obligor's ability to pay interest
and repay principal is very strong, although not quite as strong
as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated
F-1+.
Plus (+) and minus (-) signs are used with a rating symbol
to indicate the relative position of a credit within the rating
category. Plus and minus signs, however, are not used in the AAA
category covering 12-36 months.
Short-Term Ratings
- ------------------
Fitch's short-term ratings apply to debt obligations that
are payable on demand or have original maturities of up to three
years, including commercial paper, certificates of deposit,
medium-term notes, and municipal and investment notes.
Although the credit analysis is similar to Fitch's bond
rating analysis, the short-term rating places greater emphasis
than bond ratings on the existence of liquidity necessary to meet
the issuer's obligations in a timely manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of assurance
for timely payment.
F-1
Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated F-1+.
F-2
Good Credit Quality. Issues carrying this rating have a
satisfactory degree of assurance for timely payments, but the
margin of safety is not as great as the F-1+ and F-1 categories.
<TABLE>
<CAPTION>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
STATEMENT OF INVESTMENTS JULY 31, 1995
PRINCIPAL
TAX EXEMPT INVESTMENTS-100.0% AMOUNT VALUE
-------------- --------------
<S> <C> <C>
Erie County, RAN 4.75%, 8/15/95............................................. $ 5,000,000 $ 5,001,383
Town of Islip Industrial Development Agency, IDR, VRDN:
(Brentwood Distribution Project) 4.125% (LOC; Bankers Trust) (a,b)...... . 3,750,000 3,750,000
(Radiation Dynamics Project) 4.25%, Series A (LOC; Sumitomo Bank) (a,b). 100,000 100,000
Monroe County Industrial Development Agency, Revenue, VRDN (Enbi Corp.)
3.60% (LOC; ABN-Amro Bank) (a,b)........................................ 100,000 100,000
Nassau County Industrial Development Agency, IDR, VRDN
(Manhassett Association Project) 4.125% (LOC; Bankers Trust) (a,b)...... . 2,000,000 2,000,000
City of New York, VRDN:
3.85%, Series A-4 (LOC; Chemical Bank) (a,b)............................ . 1,600,000 1,600,000
3.90%, Series A-7 (LOC; Morgan Guaranty Trust Co.) (a,b)................ . 4,000,000 4,000,000
3.90%, Series B (Insured; MBIA and Liquidity Facility; National Westminster Bank) (a). 3,300,000 3,300,000
3.90%, Series E-4 (LOC; State Street Bank and Trust Co.) (a,b).......... . 6,000,000 6,000,000
4.05%, Series B (Insured; MBIA and Liquidity Facility; Rabobank) (a).... 11,200,000 11,200,000
Trust Cultural Resource Revenue, Refunding (American Museum of Natural
History)
3.55%, Series A (Insured; MBIA and SPBA; Credit Suisse) (a)........... . 3,000,000 3,000,000
New York City Housing Development Corp., MFMR, VRDN
(York Avenue Development Project) 3.75% (LOC; Chemical Bank) (a,b)...... . 5,000,000 5,000,000
New York City Industrial Development Agency, VRDN:
Civil Facility Revenue
(Childrens Oncology Society-Ronald McDonald House)
3.65% (LOC; Barclays Bank) (a,b)...................................... 100,000 100,000
IDR:
(Japan Airlines Co. Limited Project)
3.95% (LOC; Morgan Guaranty Trust Co.) (a,b)...................... . 5,200,000 5,200,000
(Nobart-New York Ink Project) 4.25% (LOC; Dai-Ichi Kangyo Bank) (a,b). . 3,100,000 3,100,000
New York City Municipal Water Finance Authority, Water and Sewer Systems
Revenue,
VRDN 3.90%, Series C (Insured; FGIC) (a)................................ . 9,000,000 9,000,000
New York State Energy, Research and Development Authority, PCR:
Bonds (New York State Electric and Gas Corp.) 4.65%, 3/15/96
(LOC; JP Morgan) (b).................................................. . 3,000,000 3,000,000
VRDN:
(Central Hudson Gas and Electric Project)
3.60%, Series A (LOC; Bankers Trust) (a,b)........................ . 3,000,000 3,000,000
(Niagara Mohawk Power Corp.)
3.85%, Series B (LOC; Toronto Dominion Bank) (a,b)................ . 3,000,000 3,000,000
New York State Environmental Facilities Corporation, RRR, VRDN
(Equity Huntington Project) 4% (LOC; Union Bank of Switzerland) (a,b)... . 1,400,000 1,400,000
New York State Local Government Assistance Corporation, VRDN
3.60%, Series 93A (LOC: Credit Suisse, Swiss Bank Corp. and
Union Bank of Switzerland) (a,b)........................................ . 5,800,000 5,800,000
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JULY 31, 1995
PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED) AMOUNT VALUE
-------------- --------------
County of Niagara, BAN 5.50%, 1/25/96....................................... . $ 4,000,000 $ 4,008,302
Rochester, BAN 4.75%, 11/2/95............................................... . 3,000,000 3,003,812
Sachem Central School District, TAN 4.50%, 6/27/96.......................... 2,000,000 2,013,073
Smithtown Central School District, TAN 4.50%, 6/27/96....................... 5,000,000 5,034,873
Suffolk County, TAN 4.50%, Series II, 9/14/95.............................. . 3,000,000 3,001,457
Triborough Bridge and Tunnel Authority, Special Obligation, VRDN
3.50% (Insured; FGIC) (a)............................................... . 4,900,000 4,900,000
Westchester County, TAN 5%, 12/14/95........................................ . 5,000,000 5,008,948
-------------
TOTAL INVESTMENTS (cost $105,621,848)....................................... $105,621,848
=============
</TABLE>
<TABLE>
SUMMARY OF ABBREVIATIONS
<S> <C> <C> <C>
BAN Bond Anticipation Notes PCR Pollution Control Revenue
FGIC Financial Guaranty Insurance Company RAN Revenue Anticipation Notes
IDR Industrial Development Revenue RRR Resource Recovery Revenue
LOC Letter of Credit SBPA Standby Bond Purchase Agreement
MBIA Municipal Bond Investors Assurance TAN Tax Anticipation Notes
Insurance Corporation VRDN Variable Rate Demand Notes
MFMR Multi-Family Mortgage Revenue
</TABLE>
<TABLE>
SUMMARY OF COMBINED RATINGS (UNAUDITED)
FITCH (C) OR MOODY'S OR STANDARD & POOR'S PERCENTAGE OF VALUE
- -------- -------- ------------------ --------------------
<S> <C> <C> <C>
F1+/F1 VMIG1/MIG1, P1 SP1+/SP1, A1+/A1 88.9%
AAA/AA (d) Aaa/Aa (d) AAA/AA (d) 5.4
Not Rated (e) Not Rated (e) Not Rated (e) 5.7
-------
100.0%
=======
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Securities payable on demand. The interest rate, which is subject to
change, is based upon bank prime rates or an index of market interest
rates.
(b) Secured by letters of credit. At July 31, 1995, 43.9% of the Fund's
net assets are backed by letters of credit issued by domestic banks,
foreign banks and brokerage firms.
(c) Fitch currently provides creditworthiness information for a limited
number of investments.
(d) Notes which are not F, MIG or SP rated are represented by bond
ratings of the issuers.
(e) Securities which, while not rated by Fitch, Moody's or Standard &
Poor's have been determined by the Fund's Board of Trustees to be of
comparable quality to those rated securities in which the Fund may
invest.
See notes to financial statements.
<TABLE>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JULY 31, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value-Note 1(a)........................... $105,621,848
Cash.................................................................... 669,335
Interest receivable..................................................... 1,062,351
-------------
107,353,534
LIABILITIES:
Due to The Dreyfus Corporation.......................................... . $ 20,700
Due to Distributor...................................................... 780 21,480
------------- -------------
NET ASSETS.................................................................. $107,332,054
=============
REPRESENTED BY:
Paid-in capital......................................................... $107,336,716
Accumulated net realized (loss) on investments.......................... (4,662)
-------------
NET ASSETS at value......................................................... $107,332,054
=============
Shares of Beneficial Interest outstanding:
Class A Shares
(unlimited number of $.001 par value shares authorized)............... 101,311,813
=============
Class B Shares
(unlimited number of $.001 par value shares authorized)............... 6,024,903
=============
NET ASSET VALUE per share:
Class A Shares
($101,308,816 / 101,311,813 shares)................................... $1.00
======
Class B Shares
($6,023,238 / 6,024,903 shares)....................................... $1.00
======
STATEMENT OF OPERATIONS YEAR ENDED JULY 31, 1995
INVESTMENT INCOME:
INTEREST INCOME......................................................... $ 3,871,997
EXPENSES:
Management fee-Note 2(a).............................................. $217,769
Distribution fees (Class B shares)-Note 2(b).......................... 46,788
--------
TOTAL EXPENSES.................................................... 264,557
-------------
INVESTMENT INCOME-NET, representing net increase in net assets
resulting from operations............................................... $ 3,607,440
=============
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED JULY 31,
---------------------------------
1994 1995
--------------- ---------------
<S> <C> <C>
OPERATIONS:
Investment income-net................................................... . $ 2,835,422 $ 3,607,440
Net realized (loss) on investments...................................... (3,972) ---
--------------- ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.............. 2,831,450 3,607,440
--------------- ---------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net:
Class A shares........................................................ (2,492,078) (3,081,774)
Class B shares........................................................ (343,344) (525,666)
--------------- ---------------
TOTAL DIVIDENDS................................................... (2,835,422) (3,607,440)
--------------- ---------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares........................................................ 491,336,951 440,951,394
Class B shares........................................................ 92,810,600 34,815,709
Dividends reinvested:
Class A shares........................................................ 212,107 88,054
Class B shares........................................................ 77,110 121,361
Cost of shares redeemed:
Class A shares........................................................ . (525,319,271) (422,485,469)
Class B shares........................................................ (39,561,783) (82,238,094)
--------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
FROM BENEFICIAL INTEREST TRANSACTIONS........................... 19,555,714 (28,747,045)
--------------- ---------------
TOTAL INCREASE (DECREASE) IN NET ASSETS......................... 19,551,742 (28,747,045)
NET ASSETS:
Beginning of year....................................................... 116,527,357 136,079,099
--------------- ---------------
End of year............................................................. . $ 136,079,099 $ 107,332,054
=============== ===============
See notes to financial statements.
</TABLE>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Fund's Prospectus dated
October 10, 1995.
See notes to financial statements.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940 ("Act")
as a non-diversified open-end management investment company. Dreyfus Service
Corporation, until August 24, 1994, acted as the distributor of the Fund's
shares, which are sold to the public without a sales load. Dreyfus Service
Corporation is a wholly-owned subsidiary of The Dreyfus Corporation ("
Manager"). Effective August 24, 1994, the Manager became a direct subsidiary
of Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of FDI Distribution Services, Inc., a provider of mutual fund
administration services, which in turn is a wholly-owned subsidiary of FDI
Holdings, Inc., the parent company of which is Boston Institutional Group,
Inc.
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio valuation
and dividend and distribution policies to enable it to do so. There is no
assurance, however, that the Fund will be able to maintain a stable net asset
value of $1.00.
The Fund offers both Class A and Class B shares. Class B shares are
subject to a Service Plan adopted pursuant to Rule 12b-1 under the Act. Other
differences between the two Classes include the services offered to and the
expenses borne by each Class and certain voting rights.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost, which
has been determined by the Fund's Board of Trustees to represent the fair
value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Interest income, adjusted
for amortization of premiums and original issue discounts on investments, is
earned from settlement date and recognized on the accrual basis. Realized
gain and loss from securities transactions are recorded on the identified
cost basis.
The Fund follows an investment policy of investing primarily in municipal
obligations of one state. Economic changes affecting the state and certain of
its public bodies and municipalities may affect the ability of issuers within
the state to pay interest on, or repay principal of, municipal obligations
held by the Fund.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. 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, which can distribute tax exempt
dividends, by complying with the applicable provisions of the Internal
Revenue Code, and to make distributions of income and net realized capital
gain sufficient to relieve it from substantially all Federal income and
excise taxes.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fund has an unused capital loss carryover of approximately $4,700
available for Federal income tax purposes to be applied
against future net securities profits, if any, realized subsequent to July
31, 1995. If not applied, $600 of the carryover expires in fiscal 2001, $100
expires in fiscal 2002 and $4,000 expires in fiscal 2003.
At July 31, 1995, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see
the Statement of Investments).
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .20 of 1% of the average
daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, brokerage, interest
on borrowings and extraordinary expenses, exceed the expense limitation of
any state having jurisdiction over the Fund for any full fiscal year. The
most stringent state expense limitation applicable to the Fund presently
requires reimbursement of expenses in any full fiscal year that such expenses
(excluding certain expenses as described above) exceed 2 1/2% of the first
$30 million, 2% of the next $70 million and 1 1/2% of the excess over $100
million of the average value of the Fund's net assets in accordance with
California "blue sky" regulations.
Currently, due to an undertaking, the Manager, and not the Fund, is
liable for all expenses of the Fund (excluding certain expenses as described
above) other than management fee, and with respect to the Fund's Class B
shares, Rule 12b-1 Service Plan expenses.
The Manager may modify the existing undertaking provided that the Fund's
shareholders are given 90 days prior notice.
(B) On August 5, 1994, Fund shareholders approved a revised Class B
Service Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Pursuant to
the Plan, effective August 24, 1994, the Fund (a) reimburses the Distributor
for distributing the Fund's Class B shares and (b) pays The Dreyfus Corporation
and Dreyfus Service Corporation, 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 for shareholder
accounts, at an aggregate annual rate of .25 of 1% of the value of the Fund's
Class B shares average daily net assets. Both the Distributor and Dreyfus may
pay one or more Service Agents a fee in respect of the Fund's Class B shares
owned by the shareholders with whom the Service Agent has a servicing
relationship or for whom the Service Agent is the dealer or holder of record.
Both the Distributor and Dreyfus determine the amounts, if any, to be paid to
the Service Agents under the Plan and the basis on which such payments are
made. The fees payable under the Plan are payable without regard to actual
expenses incurred.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
During the period from August 1, 1994 through August 23, 1994, the Fund's
Service Plan ("prior Class B Service Plan") provided that the Fund pay Dreyfus
Service Corporation at an annual rate of .25 of 1% of the value of the Fund's
Class B shares average daily net assets, for costs and expenses in connection
with advertising, marketing and distributing Class B shares and for providing
certain services to holders of Class B shares. Dreyfus Service Corporation made
payments to one or more Service Agents based on the value of the Fund's Class B
shares owned by clients of the Service Agents.
During the year ended July 31, 1995, $38,606 was charged to the Fund,
pursuant to the Plan and $8,182 was charged to the Fund pursuant to the prior
Class B Service Plan.
(C) Prior to August 24, 1994, certain officers and trustees of the Fund
are "affiliated persons," as defined in the Act, of the Manager and/or
Dreyfus Service Corporation. Each trustee who is not an "affiliated person"
receives an annual fee of $1,000 and an attendance fee of $500 per meeting.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
We have audited the accompanying statement of assets and liabilities of
Dreyfus New York Municipal Cash Management, including the statement of
investments, as of July 31, 1995, and the related statement of operations for
the year then ended, the statement of changes in net assets for each of the
two years in the period then ended, and financial highlights for each of the
years indicated therein. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1995 by correspondence with the custodian. 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 New York Municipal Cash Management at July 31, 1995, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial
highlights for each of the indicated years, in conformity with generally
accepted accounting principles.
New York, New York
September 1, 1995
DREYFUS NEW YORK MUNICIPAL 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 November 4, 1991 (commencement of
operations) to July 31, 1992 and for each of the three fiscal
years ended July 31, 1995 and, with respect to Class B
shares, for the period from January 18, 1994 (commencement of
initial offering) to July 31, 1994 and for the fiscal year
ended July 31, 1995.
Included in Part B of the Registration Statement:
Statement of Investments-- July 31, 1995
Statement of Assets and Liabilities-- July 31, 1995
Statement of Operations--year ended July 31, 1995
Statement of Changes in Net Assets--for each of the
years ended July 31, 1994 and July 31, 1995
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors, dated
September 1, 1995.
All Schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Amended and Restated Agreement and Declaration of
Trust is incorporated by reference to Exhibit (1) of Post-
Effective Amendment No. 4 to the Registration Statement on Form N-
1A, filed on September 30, 1993.
(2) Registrant's By-Laws.
(4) Specimen certificate for the Registrant's securities is
incorporated by reference to Exhibit (4) of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A, filed
on October 7, 1991.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 5 to the Registration Statement on
Form N-1A, filed on September 29, 1994.
(6)(a) Distribution Agreement is incorporated by reference to Exhibit
(6)(a) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 29, 1994.
(8)(a) Amended and Restated Custody Agreement.
(8)(b) Sub-Custodian Agreements.
(9) Shareholder Services Plan.
(10) Opinion and consent of Registrant's counsel.
(11) Consent of Independent Auditors.
(15) Service Plan is incorporated by reference to Exhibit (15) of Post-
Effective Amendment No. 5 to the Registration Statement on Form
N-1, filed on September 29, 1994.
(16) Schedules of Computation of Performance Data for Class A and B
shares are incorporated by reference to Exhibit (16) of Post-
Effective Amendment No. 5 to the Registration Statement on Form N-
1A, filed on September 29, 1994.
(18) Rule 18f-3 Plan.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors are incorporated by
reference to Other Exhibits (a) of Post-Effective
Amendment No. 5 to the Registration Statement on Form
N-1A, filed on September 29, 1994.
(b) Powers of Attorney of Officer is incorporated by
reference to Other Exhibit (b) of Post-Effective
Amendment No. 5 to the Registration Statement on Form
N-1A, filed on September 29, 1994.
(c) Certificate of Secretary is incorporated by reference to
Other Exhibits (c) of Post-Effective Amendment No. 5 to
the Registration Statement on Form N-1A, filed on
September 29, 1994.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of September 26, 1995
______________ _____________________________
Common Stock
(Par value $.001)
Class A . . . . . . . . . . . . . . . 577
Class B . . . . . . . . . . . . . . . 10
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract,
arrangements or statute under which a trustee, officer, underwriter
or affiliated person of the Registrant is insured or indemnified in
any manner against any liability which may be incurred in such
capacity, other than insurance provided by any trustee, officer,
affiliated person or underwriter for their own protection, is
incorporated by reference to Item 4 of Part II of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A, filed
on October 7, 1991.
Reference is also made to the Distribution Agreement attached as
Exhibit (6) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 29, 1994.
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer of
shares of investment companies sponsored by Dreyfus and of other
investment companies for which Dreyfus acts as investment
adviser, sub-investment adviser or administrator. Dreyfus
Management, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE Director:
Director Dreyfus America Fund
JULIAN M. SMERLING None
Director
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
DAVID B. TRUMAN Former Director:
(cont'd) Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++;
The Dreyfus Fund International
Limited+++++;
World Balanced Fund+++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of the Board The Boston Company
One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
ROBERT E. RILEY Director:
President, Chief Dreyfus Service Corporation*;
Operating Officer, Former Executive Vice President:
and a Director Prudential Investment Corporation
751 Board Street
Newark, New Jersey 07102
STEPHEN E. CANTER Former Chairman and Chief Executive Officer:
Vice Chairman and Kleinwort Benson Investment Management
Chief Investment Officer, Americas Inc.*
and a Director Director:
The Dreyfus Trust Company++
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.***;
Director:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Group Holdings, Inc.
Executive Vice President:
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Director:
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization, Inc.***;
The Truepenny Corporation*;
PHILIP L. TOIA Formerly, Senior Vice President:
(cont'd) The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust Co.
One Boston Place
Boston, Massachusetts 02108;
Dreyfus Service Corporation*
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services Division of Dreyfus
Institutional Sales Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Vice President:
The Dreyfus Trust Company++
HENRY D. GOTTMANN Executive Vice President:
Vice President-Retail Dreyfus Service Corporation*;
Sales and Service Vice President:
Dreyfus Precious Metals, Inc.*
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
Director and Secretary:
Dreyfus Acquisition Corporation*;
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director, Vice President and Treasurer:
Lion Management, Inc.*;
Director:
The Dreyfus Trust Company++;
Secretary:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*
JEFFREY N. NACHMAN None
Vice President-Mutual Fund
Accounting
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President- Department of Parks and Recreation of the
Human Resources City of New York
830 Fifth Avenue
New York, New York 10022
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
Legal and Secretary Secretary:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation
Services One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
Dreyfus Service Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
The Truepenny Corporation+
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 131 Second Street, Lewes,
Delaware 19958.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus GNMA Fund, Inc.
26) Dreyfus Government Cash Management
27) Dreyfus Growth and Income Fund, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) Dreyfus Investors GNMA Fund
35) The Dreyfus/Laurel Funds, Inc.
36) The Dreyfus/Laurel Funds Trust
37) The Dreyfus/Laurel Tax-Free Municipal Funds
38) The Dreyfus/Laurel Investment Series
39) The Dreyfus Leverage Fund, Inc.
40) Dreyfus Life and Annuity Index Fund, Inc.
41) Dreyfus LifeTime Portfolios, Inc.
42) Dreyfus Liquid Assets, Inc.
43) Dreyfus Massachusetts Intermediate Municipal Bond Fund
44) Dreyfus Massachusetts Municipal Money Market Fund
45) Dreyfus Massachusetts Tax Exempt Bond Fund
46) Dreyfus Michigan Municipal Money Market Fund, Inc.
47) Dreyfus Money Market Instruments, Inc.
48) Dreyfus Municipal Bond Fund, Inc.
49) Dreyfus Municipal Cash Management Plus
50) Dreyfus Municipal Money Market Fund, Inc.
51) Dreyfus New Jersey Intermediate Municipal Bond Fund
52) Dreyfus New Jersey Municipal Bond Fund, Inc.
53) Dreyfus New Jersey Municipal Money Market Fund, Inc.
54) Dreyfus New Leaders Fund, Inc.
55) Dreyfus New York Insured Tax Exempt Bond Fund
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus Ohio Municipal Money Market Fund, Inc.
60) Dreyfus 100% U.S. Treasury Intermediate Term Fund
61) Dreyfus 100% U.S. Treasury Long Term Fund
62) Dreyfus 100% U.S. Treasury Money Market Fund
63) Dreyfus 100% U.S. Treasury Short Term Fund
64) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
65) Dreyfus Pennsylvania Municipal Money Market Fund
66) Dreyfus Short-Intermediate Government Fund
67) Dreyfus Short-Intermediate Municipal Bond Fund
68) Dreyfus Short-Term Income Fund, Inc.
69) The Dreyfus Socially Responsible Growth Fund, Inc.
70) Dreyfus Strategic Growth, L.P.
71) Dreyfus Strategic Income
72) Dreyfus Strategic Investing
73) Dreyfus Tax Exempt Cash Management
74) The Dreyfus Third Century Fund, Inc.
75) Dreyfus Treasury Cash Management
76) Dreyfus Treasury Prime Cash Management
77) Dreyfus Variable Investment Fund
78) Dreyfus-Wilshire Target Funds, Inc.
79) Dreyfus Worldwide Dollar Money Market Fund, Inc.
80) General California Municipal Bond Fund, Inc.
81) General California Municipal Money Market Fund
82) General Government Securities Money Market Fund, Inc.
83) General Money Market Fund, Inc.
84) General Municipal Bond Fund, Inc.
85) General Municipal Money Market Fund, Inc.
86) General New York Municipal Bond Fund, Inc.
87) General New York Municipal Money Market Fund
88) Pacifica Funds Trust -
Pacific American Money Market Portfolio
Pacific American U.S. Treasury Portfolio
89) Peoples Index Fund, Inc.
90) Peoples S&P MidCap Index Fund, Inc.
91) Premier Insured Municipal Bond Fund
92) Premier California Municipal Bond Fund
93) Premier Global Investing, Inc.
94) Premier GNMA Fund
95) Premier Growth Fund, Inc.
96) Premier Municipal Bond Fund
97) Premier New York Municipal Bond Fund
98) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Operating Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Lynn H. Johnson+ Vice President None
Ruth D. Leibert++ Assistant Vice President Assistant
Secretary
Paul Prescott+ Assistant Vice President None
Leslie M. Gaynor+ Assistant Treasurer None
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Assistant Treasurer Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a trustee or trustees when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of beneficial interest and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
SIGNATURES
---------------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 2nd day of October, 1995.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
BY: /s/Marie E. Connolly*
___________________________________________
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
__________________________ ________________________ _________
/s/Marie E. Connolly* President and Treasurer 10/2/95
______________________________ (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/David W. Burke* Trustee 10/2/95
______________________________
David W. Burke
/s/Isabel P. Dunst* Trustee 10/2/95
______________________________
Isabel P. Dunst
/s/Lyle E. Gramley* Trustee 10/2/95
______________________________
Lyle E. Gramley
/s/Warren B. Rudman* Trustee 10/2/95
______________________________
Warren B. Rudman
*BY: __________________________
Eric B. Fischman,
Attorney-in-Fact
INDEX OF EXHIBITS
ITEM
(2) Registrant's By Laws.....................................
(8)(a) Custody Agreement........................................
(8)(b) Sub-Custodian Agreement..................................
(9) Shareholder Services Plan................................
(10) Opinion and consent of Registrant's counsel..............
(11) Consent of Independent Auditors..........................
(18) Rule 18f-3 Plan..........................................
BY-LAWS
OF
DREYFUS NEW YORK MUNICIPAL 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 July 31st 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 enti1tled 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 1% of the
outstanding shares, whichever is less, so apply, the Trustees shall within
five business days either:
(i) afford to such applicants access to a list of names
and addresses of all shareholders as recorded on the books of the Trust;
or
(ii) inform such applicants of the approximate number of
shareholders of record and the approximate cost of mailing material to
them and, within a reasonable time thereafter, mail, at the applicants'
expense, materials submitted by the applicants, to all such shareholders
of record. The Trustees shall not be obligated to mail materials which
they believe to be misleading or in violation of applicable law.
11.3. Record Dates. For the 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: September 5, 1991
As revised: September 27, 1991
CUSTODY AGREEMENT
Custody Agreement made as of September 5, 1991 between
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT, a business trust
organized and existing under the laws of the Commonwealth of
Massachusetts, having as an address 144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144 (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 110 Washington Street, New York, New York 10286
(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
brokerdealer 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 in or VIII herein.
9. "Consumer Price Index" shall mean the U.S.
Consumer Price Index, all items and all urban consumers, U.S.
city average 1982-84 equals 100, as first published without
seasonal adjustment by the Bureau of Labor Statistics, the
Department of Labor, without regard to subsequent revisions or
corrections by such Bureau.
10. "Covered Call Option" shall mean an exchange
traded option entitling the holder, upon timely exercise and
payment of the exercise price, as specified therein, to purchase
from the writer thereof the specified Securities (excluding
Futures Contracts) which are owned by the writer thereof and
subject to appropriate restrictions.
11. "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the
Securities and Exchange Commission, its successor or successors
and its nominee or nominees, provided the Custodian has received
a certified copy of a resolution of the Fund's Trustees
specifically approving deposits in DTC. The term "Depository"
shall further mean and include any other person authorized to
act as a depository under the Investment Company Act of 1940,
its successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution of
the Fund's Trustees specifically approving deposits therein by
the Custodian.
12. " Earnings Credit" shall mean for any given day
during a calendar year the product of (a) the Federal Funds Rate
for such date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available
same day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.15 (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 IndexFutures
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
connection with Book-Entry System to the extent possible in 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 its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of
Securities collateral. Securities and moneys of the Fund
deposited in either the Book-Entry System or the Depository will
be represented in accounts which include only assets held by the
Custodian for customers, including, but not limited to, accounts
in which the Custodian acts in a fiduciary or representative
capacity. Prior to the Custodian's accepting, utilizing and
acting with respect to Clearing Member confirmations for Options
and transactions in Options as provided in this Agreement, the
Custodian shall have received a certified resolution of the
Fund's Board of Trustees approving, authorizing and instructing
the Custodian on a continuous and on-going basis, until
instructed to the contrary by a Certificate actually received by
the Custodian, to accept, utilize and act in accordance with
such confirmations as provided in this Agreement.
2. The Custodian shall credit to a separate account
in the name of the Fund all moneys received by it for the
account of the Fund, and shall disburse the same only:
(a) In payment for Securities purchased, as provided
in "Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name
and address of the person to whom the payment is to be made, and
the purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of
the expenses and liabilities of the Custodian, as provided in
Article XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund
during said day. Where Securities are transferred to the
account of the Fund, the Custodian shall also by book-entry or
otherwise identify as belonging to the Fund a quantity of
Securities in a fungible bulk of Securities registered in the
name of the Custodian (or its nominee) or shown on the
Custodian's account on the books of the Book-Entry System or the
Depository. At least monthly and from time to time, the
Custodian shall furnish the Fund with a detailed statement of
the Securities and moneys held for the Fund under this
Agreement.
4. Except as otherwise provided in paragraph 7 of
this Article and in Article VIII, all Securities held for the
Fund, which are issued or issuable only in bearer form, except
such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held
for the Fund may be registered in the name of the Fund, in the
name of any duly appointed registered nominee of the Custodian
as the Custodian may from time to time determine, or in the name
of the Book-Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund agrees to
furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name of
the Book-Entry System or the Depository, any Securities which it
may hold for the account of the Fund and which may from time to
time be registered in the name of the Fund. The Custodian shall
hold all such Securities which are not held in the Book-Entry
System or in the Depository in a separate account in the name of
the Fund physically segregated at all times from those of any
other person or persons.
5. Except as otherwise provided in this Agreement
and unless otherwise instructed to the contrary by a
Certificate, the Custodian by itself, or through the use of the
Book-Entry System or the Depository with respect to Securities
therein deposited, shall with respect to all Securities held for
the Fund in accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will
provide a conditional payment of income within 60 days from the
date the Custodian received such notice, unless the Custodian
reasonably concludes that such income was not due or payable to
the Fund, provided that the Custodian may reverse any such
conditional payment upon its reasonably concluding that all or
any portion of such income was not due or payable, and provided
further that the Custodian shall not be liable for failing to
collect on a timely basis the full amount of income due or
payable in respect of a "floating rate instrument" or "variable
rate instrument" (as such terms are defined under Rule 2a-7
under the Investment Company Act of 1940, as amended) if it has
acted in good faith, without negligence or willful misconduct.
(b) Present for payment and collect the amount
payable upon such Securities which are called, but only if
either (i) the Custodian receives a written notice of such call,
or (ii) notice of such call appears in one or more of the
publications listed in Appendix C annexed hereto, which may be
amended at any time by the Custodian upon five business days'
prior notification to the Fund;
(c) Present for payment and collect the amount
payable upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws
or the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System
or the Depository with respect to Securities therein deposited,
for the account of the Fund all rights and similar securities
issued with respect to any Securities held by the Custodian
hereunder.
6. Upon receipt of a Certificate and not otherwise,
the Custodian, directly or through the use of the Book-Entry
System or the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authorizations, and any
other instruments whereby the authority of the Fund as owner of any
Securities may be exercised;
(b) Deliver any Securities held for the Fund in
exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person
in connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or
other instruments or documents as may be issued to it to
evidence such delivery;
(d) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount
payable upon Securities not described in preceding paragraph
5(b) of this Article which may be called as specified in the
Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to
such availability, the Custodian shall comply with Section 17(f)
of the Investment Company Act of 1940, as amended, in connection
with the purchase, sale, settlement, closing out or writing of
Futures Contracts, Options or Futures Contract Options by making
payments or deliveries specified in Certificates received by the
Custodian in connection with any such purchase, sale, writing,
settlement or closing out upon its receipt from a broker, dealer
or futures commission merchant of a statement or confirmation
reasonably believed by the Custodian to be in the form
customarily used by brokers, dealers, or futures commission
merchants with respect to such Futures Contracts, Options or
Futures Contract Options, as the case may be, confirming that
such Security is held by such broker, dealer or futures
commission merchant, in book-entry form or otherwise, in the
name of the Custodian (or any nominee of the Custodian) as
custodian for the Fund, provided, however, that payments to or
deliveries from the Margin Account shall be made in accordance
with the terms and conditions of the Margin Account Agreement.
Whenever any such instruments or certificates are available, the
Custodian shall, notwithstanding any provision in this Agreement
to the contrary, make payment for any Futures Contract, Option
or Futures Contract Option for which such instruments or such
certificates are available only against the delivery to the
Custodian of such instrument or such certificate, and deliver
any Futures Contract, Option or Futures Contract Option for
which such instruments or such certificates are available only
against receipt by the Custodian of payment therefor. Any such
instrument or certificate delivered to the Custodian shall be
held by the Custodian hereunder in accordance with, and subject
to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the
Fund shall deliver to the Custodian (i) with respect to each
purchase of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase:
(a) the name of the issuer and the title of the Securities; (b)
the number of shares or the principal amount purchased and
accrued interest, if any; (c) the date of purchase and
settlement; (d) the purchase price per unit; (e) the total
amount payable upon such purchase; (f) the name of the person
from whom or the broker through whom the purchase was made, and
the name of the clearing broker, if any; and (g) the name of the
broker to which payment is to be made. The Custodian shall,
upon receipt of Securities purchased by or for the Fund, pay out
of the moneys held for the account of the Fund the total amount
payable to the person from whom, or the broker through whom, the
purchase was made, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral
Instructions or Written Instructions.
2. Promptly after each sale of Securities by the
Fund, other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions,
specifying with respect to each such sale: (a) the name of the
issuer and the title of the Security; (b) the number of shares
or principal amount sold, and accrued interest, if any; (c) the
date of sale; (d) the sale price per unit; (e) the total amount
payable to the Fund upon such sale; (f) the name of the broker
through whom or the person to whom the sale was made, and the
name of the clearing broker, if any; and (g) the name of the
broker to whom the Securities are to be delivered. The
Custodian shall deliver the Securities upon receipt of the total
amount payable to the Fund upon such sale, provided that the
same conforms to the total amount payable as set forth in such
Certificate, Oral Instructions or Written Instructions. Subject
to the foregoing, the Custodian may accept payment in such form
as shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing
among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the type
of Option (put or call); (b) the name of the issuer and the
title and number of shares subject to such Option or, in the
case of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options purchased;
(c) the expiration date; (d) the exercise price; (e) the dates
of purchase and settlement; (f) the total amount payable by the
Fund in connection with such purchase; (g) the name of the
Clearing Member through which such Option was purchased; and (h)
the name of the broker to whom payment is to be made. The
Custodian shall pay, upon receipt of a Clearing Member's
statement confirming the purchase of such Option held by such
Clearing Member for the account of the Custodian (or any duly
appointed and registered nominee of the Custodian) as custodian
for the Fund, out of moneys held for the account of the Fund,
the total amount payable upon such purchase to the Clearing
Member through whom the purchase was made, provided that the
same conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased
by the Fund pursuant to paragraph l hereof, the Fund shall
deliver to the Custodian a Certificate specifying with respect
to each such sale: (a) the type of Option (put or call); (b)
the name of the issuer and the title and number of shares
subject to such Option or, in the case of a Stock Index Option,
the stock index to which such Option relates and the number of
Stock Index Options sold; (c) the date of sale; (d) the sale
price; (e) the date of settlement; (f) the total amount payable
to the Fund upon such sale; and (g) the name of the Clearing
Member through which the sale was made. The Custodian shall
consent to the delivery of the Option sold by the Clearing
Member which previously supplied the confirmation described in
preceding paragraph 1 of this Article with respect to such
Option against payment to the Custodian of the total amount
payable to the Fund, provided that the same conforms to the
total amount payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any
Call "option purchased by the Fund pursuant to paragraph l
hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Call Option: (a) the name of
the issuer and the title and number of shares subject to the
Call Option; (b) the expiration date; (c) the date of exercise
and settlement; (d) the exercise price per share; (e) the total
amount to be paid by the Fund upon such exercise; and (f) the
name of the Clearing Member through which such Call Option was
exercised. The Custodian shall, upon receipt of the Securities
underlying the Call Option which was exercised, pay out of the
moneys held for the account of the Fund the total amount payable
to the Clearing Member through whom the Call Option was
exercised, provided that the same conforms to the total amount
payable as set forth in such Certificate.
4. Promptly after the exercise by the Fund of any
Put Option purchased by the Fund pursuant to paragraph 1 hereof,
the Fund shall deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares subject to the Put Option; (b)
the expiration date; (c) the date of exercise and settlement;
(d) the exercise price per share; (e) the total amount to be
paid to the Fund upon such exercise; and (f) the name of the
Clearing Member through which such Put Option was exercised.
The Custodian shall, upon receipt of the amount payable upon the
exercise of the Put Option, deliver or direct the Depository to
deliver the Securities, provided the same conforms to the amount
payable to the Fund as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any
Stock Index Option purchased by the Fund pursuant to paragraph 1
hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) the
type of Stock Index Option (put or call); (b) the number of
Options being exercised; (c) the stock index to which such
Option relates; (d) the expiration date; (e) the exercise price;
(f) the total amount to be received by the Fund in connection
with such exercise; and (g) the Clearing Member from which such
payment is to be received.
6. Whenever the Fund writes a Covered Call Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the
name of the issuer and the title and number of shares for which
the Covered Call Option was written and which underlie the same;
(b) the expiration date; (c) the exercise price; (d) the premium
to be received by the Fund; (e) the date such Covered Call
Option was written; and (f) the name of the Clearing Member
through which the premium is to be received. The Custodian
shall deliver or cause to be delivered, in exchange for receipt
of the premium specified in the Certificate with respect to such
Covered Call Option, such receipts as are required in accordance
with the customs prevailing among Clearing Members dealing in
Covered Call Options and shall impose, or direct the Depository
to impose, upon the underlying Securities specified in the
Certificate such restrictions as may be required by such
receipts. Notwithstanding the foregoing, the Custodian has the
right, upon prior written notification to the Fund, at any time
to refuse to issue any receipts for Securities in the possession
of the Custodian and not deposited with the Depository
underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the
Fund and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct
the Depository to deliver, the Securities subject to such
Covered Call Option and specifying: (a) the name of the issuer
and the title and number of shares subject to the Covered Call
Option; (b) the Clearing Member to whom the underlying
Securities are to be delivered; and (c) the total amount payable
to the Fund upon such delivery. Upon the return and/or
cancellation of any receipts delivered pursuant to paragraph 6
of this Article, the Custodian shall deliver, or direct the
Depository to deliver, the underlying Securities as specified in
the Certificate for the amount to be received as set forth in
such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares for which the Put Option is
written and which underlie the same; (b) the expiration date;
(c) the exercise price; (d) the premium to be received by the
Fund; (e) the date such Put Option is written; (f) the name of
the Clearing Member through which the premium is to be received
and to whom a Put Option guarantee letter is to be delivered;
(g) the amount of cash, and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security
Account; and (h) the amount of cash and/or the amount and kind
of Securities to be deposited into the Collateral Account. The
Custodian shall, after making the deposits into the Collateral
Account specified in the Certificate, issue a Put Option
guarantee letter substantially in the form utilized by the
Custodian on the date hereof, and deliver the same to the
Clearing Member specified in the Certificate against receipt of
the premium specified in said Certificate. Notwithstanding the
foregoing, the Custodian shall be under no obligation to issue
any Put Option guarantee letter or similar document if it is
unable to make any of the representations contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund
shall promptly deliver to the Custodian a Certificate
specifying: (a) the name of the issuer and title and number of
shares subject to the Put Option; (b) the Clearing Member from
which the underlying Securities are to be received; (c) the
total amount payable by the Fund upon such delivery; (d) the
amount of cash and/or the amount and kind of Securities to be
withdrawn from the Collateral Account; and (e) the amount of
cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account. Upon the return
and/or cancellation of any Put Option guarantee letter or
similar document issued by the Custodian in connection with such
Put Option, the Custodian shall pay out of the moneys held for
the account of the Fund the total amount payable to the Clearing
Member specified in the Certificate as set forth in such
Certificate, and shall make the withdrawals specified in such
Certificate.
10. Whenever the Fund writes a Stock Index Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) whether
such Stock Index Option is a put or a call; (b) the number of
Options written; (c) the stock index to which such Option
relates; (d) the expiration date; (e) the exercise price; (f)
the Clearing Member through which such Option was written; (g)
the premium to be received by the Fund; (h) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (i) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Collateral Account; and (j) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in a Margin Account, and the name in which such
account is to be or has been established. The Custodian shall,
upon receipt of the premium specified in the Certificate, make
the deposits, if any, into the Segregated Security Account
specified in the Certificate, and either (1) deliver such
receipts, if any, which the Custodian has specifically agreed to
issue, which are in accordance with the customs prevailing among
Clearing Members in Stock Index Options and make the deposits
into the Collateral Account specified in the Certificate, or (2)
make the deposits into the Margin Account specified in the
Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) such information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member through
which such Stock Index Option is being exercised; (c) the total
amount payable upon such exercise, and whether such amount is to
be paid by or to the Fund; (d) the amount of cash and/or amount
and kind of Securities, if any, to be withdrawn from the Margin
Account; and (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article,
the Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical
to a previously written Option described in paragraphs 6, 8 or
10 of this Article in a transaction expressly designated as a
"Closing Purchase Transaction" in order to liquidate its
position as a writer of an Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect
to the Option being purchased: (a) that the transaction is a
Closing Purchase Transaction; (b) the name of the issuer and the
title and number of shares subject to the Option, or, in the
case of a Stock Index Option, the stock index to which such
Option relates and the number of Options held; (c) the exercise
price; (d) the premium to be paid by the Fund; (e) the
expiration date; (f) the type of Option (put or call); (g) the
date of such purchase; (h) the name of the Clearing Member to
which the premium is to be paid; and (i) the amount of cash
and/or the amount and kind of Securities, if any, to be
withdrawn from the Collateral Account, a specified Margin
Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8
or 10 of this Article with respect to the Option being
liquidated through the Closing Purchase Transaction, the
Custodian shall remove, or direct the Depository to remove, the
previously imposed restrictions on the Securities underlying the
Call Option.
13. Upon the expiration or exercise of, or
consummation of a Closing Purchase Transaction with respect to,
any Option purchased or written by the Fund and described in
this Article, the Custodian shall delete such Option from the
statements delivered to the Fund pursuant to paragraph 3 of
Article III herein, and upon the return and/or cancellation of
any receipts issued by the Custodian, shall make such
withdrawals from the Collateral Account, the Margin Account
and/or the Segregated Security Account as may be specified in a
Certificate received in connection with such expiration,
exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with
respect to any number of identical Futures Contract(s)): (a)
the category of Futures Contract (the name of the underlying
stock index or financial instrument); (b) the number of
identical Futures Contracts entered into; (c) the delivery or
settlement date of the Futures Contract(s); (d) the date the
Futures Contract(s) was (were) entered into and the maturity
date; (e) whether the Fund is buying (going long) or selling
(going short) on such Futures Contract(s); (f) the amount of
cash and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account; (g) the name of
the broker, dealer or futures commission merchant through which
the Futures Contract was entered into; and (h) the amount of fee
or commission, if any, to be paid and the name of the broker,
dealer or futures commission merchant to whom such amount is to
be paid. The Custodian shall make the deposits, if any, to the
Margin Account in accordance with the terms and conditions of
the Margin Account Agreement. The Custodian shall make payment
of the fee or commission, if any, specified in the Certificate
and deposit in the Segregated Security Account the amount of
cash and/or the amount and kind of Securities specified in said
Certificate.
2. (a) Any variation margin payment or similar
payment required to be made by the Fund to a broker, dealer or
futures commission merchant with respect to an outstanding
Futures Contract shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar payment
from a broker, dealer or futures commission merchant to the Fund
with respect to an outstanding Futures Contract shall be
received and dealt with by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or settlement
is made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Futures Contract;
(b) with respect to a Stock Index Futures Contract, the total
cash settlement amount to be paid or received, and with respect
to a Financial Futures Contract, the Securities and/or amount of
cash to be delivered or received; (c) the broker, dealer or
futures commission merchant to or from which payment or delivery
is to be made or received; and (d) the amount of cash and/or
Securities to be withdrawn from the Segregated Security Account.
The Custodian shall make the payment or delivery specified in
the Certificate and delete such Futures Contract from the
statements delivered to the Fund pursuant to paragraph 3 of
Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the items of information required in a
Certificate described in paragraph l of this Article, and (b)
the Futures Contract being offset. The Custodian shall make
payment of the fee or commission, if any, specified in the
Certificate and delete the Futures Contract being offset from
the statements delivered to the Fund pursuant to paragraph 3 of
Article III herein, and make such withdrawals from the
Segregated Security Account as may be specified in such
Certificate. The withdrawals, if any, to be made from the
Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures
Contract Option by the Fund, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such Futures
Contract Option: (a) the type of Futures Contract Option (put
or call); (b) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option purchased; (c) the
expiration date; (d) the exercise price; (e) the dates of
purchase and settlement; (f) the amount of premium to be paid by
the Fund upon such purchase (g) the name of the broker or
futures commission merchant through which such option was
purchased; and (h) the name of the broker or futures commission
merchant to whom payment is to be made. The Custodian shall pay
the total amount to be paid upon such purchase to the broker or
futures commission merchant through whom the purchase was made,
provided that the same conforms to the amount set forth in such
Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date
of settlement; (f) the total amount payable to the Fund upon
such sale; and (g) the name of the broker or futures commission
merchant through which the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by
the Fund pursuant to paragraph 1 is exercised by the Fund, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option (put or
call) being exercised; (b) the type of Futures Contract
underlying the Futures Contract Option; (c) the date of
exercise; (d) the name of the broker or futures commission
merchant through which the Futures Contract Option is exercised;
(e) the net total amount, if any, payable by the Fund; (f) the
amount, if any, to be received by the Fund; and (g) the amount
of cash and/or the amount and kind of Securities to be deposited
in the Segregated Security Account. The Custodian shall make
the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate.
The deposits, if any, to be made to the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract
Option, "the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as
may be necessary to identify the Futures Contract underlying the
Futures Contract Option; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the Fund; (f)
the name of the broker or futures commission merchant through
which the premium is to be received; and (g) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited in the Segregated Security Account. The Custodian
shall, upon receipt of the premium specified in the Certificate,
make the deposits into the Segregated Security Account, if any,
as specified in the Certificate. The deposits, if any, to be
made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying: (a) the
particular Futures Contract Option exercised; (b) the type of
Futures Contract underlying the Futures Contract Option; (c) the
name of the broker or futures commission merchant through which
such Futures Contract Option was exercised; (d) the net total
amount, if any, payable to the Fund upon such exercise; (e) the
net total amount, if any, payable by the Fund upon such
exercise; and (f) the amount of cash and/or the amount and kind
of Securities to be deposited in the Segregated Security
Account. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in such
Certificate make the payments, if any, and the deposits, if any,
into the Segregated Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is
written by the Fund and which is a Put Option is exercised, the
Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the particular Futures Contract Option
exercised; (b) the type of Futures Contract underlying such
Futures Contract Option; (c) the name of the broker or futures
commission merchant through which such Futures Contract Option
is exercised; (d) the net total amount, if any, payable to the
Fund upon such exercise; (e) the net total amount, if any,
payable by the Fund upon such exercise; and (f) the amount and
kind of Securities and/or cash to be withdrawn from or deposited
in the Segregated Security Account, if any. The Custodian
shall, upon its receipt of the net total amount payable to the
Fund, if any, specified in the Certificate, make the payments,
if any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits to and/or
withdrawals from the Margin Account, if any, shall be made by
the Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as
a writer of such Futures Contract Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with
respect to the Futures Contract Option being purchased: (a)
that the transaction is a closing transaction; (b) the type of
Futures Contract and such other information as may be necessary
to identify the Futures Contract underlying the Futures Contract
Option; (c) the exercise price; (d) the premium to be paid by
the Fund; (e) the expiration date; (f) the name of the broker or
futures commission merchant to which the premium is to be paid;
and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account. The Custodian shall effect the withdrawals from the
Segregated Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
8. Upon the expiration or exercise of, or
consummation of a closing transaction with respect to, any
Futures Contract Option written or purchased by the Fund and
described in this Article, the Custodian shall (a) delete such
Futures Contract Option from the statements delivered to the
Fund pursuant to paragraph 3 of Article III herein, and (b) make
such withdrawals from, and/or, in the case of an exercise, such
deposits into, the Segregated Security Account as may be
specified in a Certificate. The deposits to and/or withdrawals
from the Margin Account, if any, shall be made by the Custodian
in accordance with the terms and conditions of the Margin
Account Agreement.
9. Futures Contracts acquired by the Fund through
the exercise of a Futures Contract Option described in this
Article shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the name
of the issuer and the title of the Security; (b) the number of
shares or principal amount sold, and accrued interest or
dividends, if any; (c) the dates of the sale and settlement; (d)
the sale price per unit; (e) the total amount credited to the
Fund upon such sales, if any; (f) the amount of cash and/or the
amount and kind of Securities, if any, which are to be deposited
in a Margin Account and the name in which such Margin Account
has been or is to be established; (g) the amount of cash and/or
the amount and kind of Securities, if any, to be deposited in a
Segregated Security Account; and (h) the name of the broker
through which such short sale was made. The Custodian shall
upon its receipt of a statement from such broker confirming such
sale and that the total amount credited to the Fund upon such
sale, if any, as specified in the Certificate is held by such
broker for the account of the Custodian (or any nominee of the
Custodian) as custodian of the Fund, issue a receipt or make the
deposits into the Margin Account and the Segregated Security
Account specified in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out:
(a) the name of the issuer and the title of the Security; (b)
the number of shares or the principal amount, and accrued
interest or dividends, if any, required to effect such
closing-out to be delivered to the broker; (c) the dates of the
closing-out and settlement; (d) the purchase price per unit; (e)
the net total amount payable to the Fund upon such closing-out;
(f) the net total amount payable to the broker upon such
closing-out; (g) the amount of cash and the amount and kind of
Securities to be withdrawn, if any, from the Margin Account; (h)
the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Segregated Security Account; and
(i) the name of the broker through which the Fund is effecting
such closing-out. The Custodian shall, upon receipt of the net
total amount payable to the Fund upon such closing-out and the
return and/or cancellation of the receipts, if any, issued by
the custodian with respect to the short sale being closed-out,
pay out of the moneys held for the account of the Fund to the
broker the net total amount payable to the broker, and make the
withdrawals from the Margin Account and the Segregated Security
Account, as the same are specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held
by the Custodian hereunder, the Fund shall deliver to the
Custodian a Certificate or in the event such Reverse Repurchase
Agreement is a Money Market Security, a Certificate, Oral
Instructions or Written Instructions specifying: (a) the total
amount payable to the Fund in connection with such Reverse
Repurchase Agreement; (b) the broker or dealer through or with
which the Reverse Repurchase Agreement is entered; (c) the
amount and kind of Securities to be delivered by the Fund to
such broker or dealer; (d) the date of such Reverse Repurchase
Agreement; and (e) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in a Segregated Security
Account in connection with such Reverse Repurchase Agreement.
The Custodian shall, upon receipt of the total amount payable to
the Fund specified in the Certificate, Oral Instructions or
Written Instructions make the delivery to the broker or dealer,
and the deposits, if any, to the Segregated Security Account,
specified in such Certificate, Oral instructions or Written
Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund
shall promptly deliver a Certificate or, in the event such
Reverse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions to the
Custodian specifying: (a) the Reverse Repurchase Agreement
being terminated; (b) the total amount payable by the Fund in
connection with such termination; (c) the amount and kind of
Securities to be received by the Fund in connection with such
termination; (d) the date of termination; (e) the name of the
broker or dealer with or through which the Reverse Repurchase
Agreement is to be terminated; and (f) the amount of cash and/or
the amount and kind of Securities to be withdrawn from the
Segregated Security Account. The Custodian shall, upon receipt
of the amount and kind of Securities to be received by the Fund
specified in the Certificate, Oral Instructions or Written
Instructions, make the payment to the broker or dealer, and the
withdrawals, if any, from the Segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account
as specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount
and kind of Securities to be deposited in, or withdrawn from,
the Segregated Security Account. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and the number of shares or the principal amount of any
particular Securities to be deposited by the Custodian into, or
withdrawn from, a Segregated Securities Account, the Custodian
shall be under no obligation to make any such deposit or
withdrawal and shall so notify the Fund.
2. The Custodian shall make deliveries or payments
from a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its
lien and realize on any such property whenever the Custodian has
made payment or delivery pursuant to any Put Option guarantee
letter or similar document or any receipt issued hereunder by
the Custodian. In the event the Custodian should realize on any
such property net proceeds which are less than the Custodian's
obligations under any Put Option guarantee letter or similar
document or any receipt, such deficiency shall be a debt owed
the Custodian by the Fund within the scope of Article 1111
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
Declaration of Trust and as disclosed in its most recent and
currently effective prospectus to lend its portfolio Securities,
within 24 hours after each loan of portfolio Securities the Fund
shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan: (a) the
name of the issuer and the title of the Securities; (b) the
number of shares or the principal amount loaned; (c) the date of
loan and delivery; (d) the total amount to be delivered to the
Custodian against the loan of the Securities, including the
amount of cash collateral and the premium, if any, separately
identified; and (e) the name of the broker, dealer or financial
institution to which the loan was made. The Custodian shall
deliver the Securities thus designated to the broker, dealer or
financial institution to which the loan was made upon receipt of
the total amount designated as to be delivered against the loan
of Securities. The Custodian may accept payment in connection
with a delivery otherwise than through the Book-Entry System or
Depository only in the form of a certified or bank cashier's
check payable to the order of the Fund or the Custodian drawn on
New York Clearing House funds and may deliver Securities in
accordance with the customs prevailing among dealers in
securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be
returned; (b) the number of shares or the principal amount to be
returned; (c) the date of termination; (d) the total amount to
be delivered by the Custodian (including the cash collateral for
such Securities minus any offsetting credits as described in
said Certificate); and (e) the name of the broker, dealer or
financial institution from which the Securities will be
returned. The Custodian shall receive all Securities returned
from the broker, dealer, or financial institution to which such
Securities were loaned and upon receipt thereof shall pay, out
of the moneys held for the account of the Fund, the total amount
payable upon such return of Securities as set forth in the
Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or
damage, including counsel fees, resulting from its action or
omission to act or otherwise, either hereunder or under any
Margin Account Agreement, except for any such loss or damage
arising out of its own negligence or willful misconduct. The
Custodian may, with respect to questions of law arising
hereunder or under any Margin Account Agreement, apply for and
obtain the advice and opinion of counsel to the Fund or of its
own counsel, at the expense of the Fund, and shall be fully
protected with respect to anything done or omitted by it in good
faith in conformity with such advice or opinion. The Custodian
shall be liable to the Fund for any loss or damage resulting
from the use of the Book-Entry System or any Depository arising
by reason of any negligence, misfeasance or willful misconduct
on the part of the Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
``shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of
the purchase, sale or writing thereof, or the propriety of the
amount paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the
Fund's Shares, or the propriety of the amount to be paid
therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the
Custodian be under any duty or obligation to see to it that any
cash collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan
of portfolio Securities of the Fund is adequate collateral for
the Fund against any loss it might sustain as a result of such
loan. The Custodian specifically, but not by way of limitation,
shall not be under any duty or obligation periodically to check
or notify the Fund that the amount of such cash collateral held
by it for the Fund is sufficient collateral for the Fund, but
such duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer or financial
institution to which portfolio Securities of the Fund are lent
pursuant to Article XIV of this Agreement makes payment to it of
any dividends or interest which are payable to or for the
account of the Fund during the period of such loan or at the
termination of such loan, provided, however, that the Custodian
shall promptly notify the Fund in the event that such dividends
or interest are not paid and received when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated
Security Account or Collateral Account in connection with
transactions by the Fund. In addition, the Custodian shall be
under no duty or obligation to see that any broker, dealer,
futures commission merchant or Clearing Member makes payment to
the Fund of any variation margin payment or similar payment
which the Fund may be entitled to receive from such broker,
dealer, futures commission merchant or Clearing Member, to see
that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the
amount the Fund is entitled to receive, or to notify the Fund of
the Custodian's receipt or non-receipt of any such payment;
provided however that the Custodian, upon the Fund's written
request, shall, as Custodian, demand from any broker, dealer,
futures commission merchant or Clearing Member identified by the
Fund the payment of any variation margin payment or similar
payment that the Fund asserts it is entitled to receive pursuant
to the terms of a Margin Account Agreement or otherwise from
such broker, dealer, futures commission merchant or Clearing
Member.
3. The Custodian shall not be liable for, or
considered to be the Custodian of, any money, whether or not
represented by any check, draft or other 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
Declaration of Trust.
9. (a) The Custodian shall be entitled to receive
and the Fund agrees to pay to the Custodian all reasonable
out-of-pocket expenses and such compensation and fees as are
specified on Schedule A hereto. The Custodian shall not deem
amounts payable in respect of foreign custodial services to be
out-of-pocket expenses, it being the parties' intention that all
fees for such services shall be as set forth on Schedule B
hereto and shall be provided for the term of this Agreement
without any automatic or unilateral increase. The Custodian
shall have the right to unilaterally increase the figures on
Schedule A on or after March 1, 1992 and on or after each
succeeding March l thereafter by an amount equal to 50% of the
increase in the Consumer Price Index for the calendar year
ending on the December 3l immediately preceding the calendar
year in which such March l occurs, provided, however, that
during each such annual period commencing on a March 1, the
aggregate increase during such period shall not be in excess of
10%. Any increase by the Custodian shall be specified in a
written notice delivered to the Fund at least thirty days prior
to the effective date of the increase. The Custodian may charge
such compensation and any expenses incurred by the Custodian in
the performance of its duties pursuant to such agreement against
any money held by it for the account of the Fund. The Custodian
shall also be entitled to charge against any money held by it
for the account of the Fund the amount of any loss, damage,
liability or expense, including counsel fees, for which it shall
be entitled to reimbursement under the provisions of this
Agreement. The expenses which the Custodian may charge against
the account of the Fund include, but are not limited to, the
expenses of Sub-Custodians and foreign branches of the Custodian
incurred in settling outside of New York City transactions
involving the purchase and sale of Securities of the Fund.
(b) The Fund shall receive a credit for each
calendar month against such compensation and fees of the
Custodian as may be payable by the Fund with respect to such
calendar month in an amount equal to the aggregate of its
Earnings Credit for such calendar month. In no event may any
Earnings Credits be carried forward to any fiscal year other
than the fiscal year in Which it was earned, or, unless
permitted by applicable law, transferred to, or utilized by, any
other person or entity, provided that any such transferred
Earnings Credit can be used only to offset compensation and fees
of the Custodian for services rendered to such transferee and
cannot be used to pay the Custodian's out-of-pocket expenses.
For purposes of this subsection (b), the Fund is permitted to
transfer Earnings Credits only to The Dreyfus Corporation, its
affiliates and/or any investment company now or in the future
sponsored by The Dreyfus Corporation or any of its affiliates or
for which The Dreyfus Corporation or any of its affiliates acts
as the sole investment adviser or as the principal distributor,
and Daiwa Money Fund Inc. For purposes of this sub-section (b),
a fiscal year shall mean the twelve-month period commencing on
the effective date of this Agreement and on each anniversary
thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by
the Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or II hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written
Instructions in such manner so that such Certificate or
facsimile thereof is received by the Custodian, whether by hand
delivery, telex or otherwise, by the close of business of the
same day that such Oral Instructions or Written Instructions are
given to the Custodian. The Fund agrees that the fact that such
confirming instructions are not received by the Custodian shall
in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions given to
the Custodian hereunder concerning such transactions, provided
such instructions reasonably appear to have been received from
an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund
which are in the possession of the Custodian shall be the
property of the Fund. Such books and records shall be prepared
and maintained as required by the Investment Company Act of
1940, as amended, and other applicable securities laws and rules
and regulations. The Fund, or the Fund's authorized
representatives, shall have access to such books and records
during the Custodian's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and
records shall be provided by the Custodian to the Fund or the
Fund's authorized representative at the Fund's expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository,
or O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time
to time.
14. The Fund agrees to indemnify the Custodian
against and save the Custodian harmless from all liability,
claims, losses and demands whatsoever, including attorney's
fees, howsoever arising or incurred because of or in connection
with the Custodian's payment or non-payment of checks pursuant
to paragraph 6 of Article XII as part of any check redemption
privilege program of the Fund, except for any such liability,
claim, loss and demand arising out of the Custodian's own
negligence or willful misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for
payments to be made and received by the Custodian in accordance
with the customs prevailing from time to time among brokers or
dealers in such Securities.
16. The Custodian shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set
forth in this Agreement, and no covenant or obligation shall be implied in
this Agreement against the Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (c)
and (d) herein, neither party may terminate this Agreement until
the earlier of the following: (i) August 3l, 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 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, 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 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 NEW YORK MUNICIPAL CASH
MANAGEMENT
By: ___________________________
Attest:
_______________________
THE BANK OF NEW YORK
By: ___________________________
Attest:
_______________________
Appendix A
DREYFUS NEW YORK MUNICIPAL 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
James Meo, Jean Farley, Jeffrey Nachman Lawrence Greene
Frank Greene and Phyllis John Pyburn Julian Smerling
Meiner Joseph DiMartino Thomas Durante
Robert Dubuss James Windels
Joseph Connolly Paul Molloy
Gregory Gruber
Cash Account
l. 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., Paul Disdier, James Meo, Jean Farley, Richard
Wiener, Robert Meiner, Paul Molloy, Elizabeth Etienne and
Michael Werbowyj.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
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
Richard J. Moynihan President and Investment
Officer
Elie M. Genadry Senior Vice President
Donald A. Nanfeldt Senior Vice President
A. Paul Disdier Vice President and
Investment Officer
Karen M. Hand Vice President and
Investment Officer
Stephen C. Kris Vice President and
Investment Officer
L. Lawrence Troutman Vice President and
Investment Officer
Samuel J. Weinstock Vice President and
Investment Officer
Monica S. Wieboldt Vice President and
Investment Officer
Jeffrey N. Nachman Vice President and
Treasurer
Daniel C. Maclean Vice President
Mark N. Jacobs Secretary
Robert I. Frenkel Assistant Secretary
Christine Pavalos Assistant Secretary
Paul T. Molloy Controller
/s/Mark N. Jacobs /s/Robert I. Frenkel
Title: Secretary Title: Assistant Secretary
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 NEW YORK MUNICIPAL CASH MANAGEMENT
Domestic Custody Fees
Basic Fee: 1/100th of 1% of the first $500,000,000, and
1/200th of 1% of the excess over $500,000,000 per
annum of the total market value of domestic securities
held.
Custodial Transactions:
$20.00 per transaction for all physicals, muni
sub-custodian settlements, writing options
(preparation of depository or escrow receipts) and
initial futures transactions.
$8.00 per transaction for book-entry
settlements.
5.00 for futures variation margin
maintenance.
$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 January 4, 1990 from Masao Yamaguchi of The Bank of New York to
Jeffrey Nachman of The Dreyfus Corporation.
The above foreign custody fees apply to the following
Global Custody Network countries:
1. Australia 12. Japan
2. Austria 13. Luxembourg
3. Belgium 14. Malaysia
4. Canada 15. Netherlands
5. Denmark 16. New Zealand
6. Finland 17. Norway
7. France 18. Singapore
8. Germany 19. Spain
9. Hong Kong 20. Sweden
10. Ireland 21. Switzerland
11. Italy 22. United Kingdom
[THE BANK OF NEW YORK LETTERHEAD]
January 4, 1990
Mr. Jeffrey Nachman
Vice President
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Re: Global Custodian Fees
Dear Jeff:
This letter is to confirm our discussion regarding our Global Custody
fee schedule. The fees will be calculated on a relationship basis with no
annual minimum.
- Safekeeping/Income Collection/Capital Changes/Tax
Reclamation/Daily Reporting/Monthly Summary
16 basis points per annum on the market value of
securities held for all of your funds in our sub-
custodian network, up to $250 MM.
15 basis points on the next $250 MM.
14 basis points on the next $250 MM.
12 basis points on the excess.
- Securities Settlements
$35 per transaction - includes our processing and the
sub-custodians.
- Out-of-Pocket Expense
Telex, swift, telephone, securities registration, etc.,
are in addition to the above.
- We can provide centralized foreign exchange services.
The above fee schedule is applicable to the 22 countries listed
on Attachment I. Please note that expansion into other more emerging
markets/countries is possible, but would be covered under a separate
agreement.
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: _____________________ Date: _____________
Jeffrey Nachman
Vice President
MY:to
cc: The Bank of New York
F. Ricciardi
Stroock & Stroock
D. Stephens
Dreyfus
S. Newman THE BANK OF NEW YORK
_______________
GLOBAL NETWORK PROGRAM
Supported by Citibank, N.A.
Attachment I
- ----------------------------------------------------------------
1. Australia 12. Japan
2. Austria 13. Luxembourg
3. Belgium 14. Malaysia
4. Canada 15. Netherlands
5. Denmark 16. New Zealand
6. Finland 17. Norway
7. France 18. Singapore
8. Germany 19. Spain
9. Hong Kong 20. Sweden
10. Ireland 21. Switzerland
11. Italy 22. United Kingdom
Schedule C
Daiwa Money Fund Inc.
Dreyfus A Bonds Plus, Inc.
Dreyfus California Tax Exempt Bond Fund, Inc.
Dreyfus California Tax Exempt Money Market Fund
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
The Dreyfus Convertible Securities Fund, Inc.
The Dreyfus Fund Incorporated
Dreyfus Dollar International Fund, Inc.
Dreyfus GNMA Fund, Inc.
Dreyfus Government Cash Management
Dreyfus Government Cash Management Plus, Inc.
Dreyfus Growth Opportunity Fund, Inc.
Dreyfus Index Fund Dreyfus Institutional Money Market Fund
Dreyfus Insured Tax Exempt Bond Fund, Inc.
The Dreyfus Intercontinental Investment Fund N.V.
Dreyfus Intermediate Tax Exempt Bond Fund, Inc.
Dreyfus Life and Annuity Index Fund, Inc.
Dreyfus Liquid Assets, Inc.
Dreyfus Massachusetts Tax Exempt Bond Fund
Dreyfus Money Market Instruments, Inc.
Dreyfus Municipal Money Market Fund, Inc.
Dreyfus New Jersey Tax Exempt Bond Fund, Inc.
Dreyfus New Jersey Tax Exempt Money Market Fund, Inc.
Dreyfus New Leaders Fund, Inc.
Dreyfus New York Insured Tax Exempt Bond Fund
Dreyfus New York Tax Exempt Bond Fund, Inc.
Dreyfus New York Tax Exempt Intermediate Bond Fund
Dreyfus New York Tax Exempt Money Market Fund
Dreyfus Short-Intermediate Government Fund
Dreyfus Short-Intermediate Tax Exempt Bond Fund
Dreyfus Tax Exempt Bond Fund, Inc.
Dreyfus Tax Exempt Cash Management
The Dreyfus Third Century Fund, Inc.
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
Dreyfus Worldwide Dollar Money Market Fund, Inc.
First Prairie Diversified Asset Fund
First Prairie Money Market Fund
First Prairie Tax Exempt Bond Fund, Inc.
First Prairie Tax Exempt Money Market Fund
FN Network Tax Free Money Market Fund, Inc.
General Aggressive Growth Fund, Inc.
General California Municipal Bond Fund, Inc.
General California Tax Exempt Money Market Fund
General Government Securities Money Market Fund, Inc.
General Money Market Fund, Inc.
General New York Municipal Bond Fund, Inc. (formerly, General
New York Tax Exhibit Intermediate Bond Fund, Inc.)
General New York Tax Exert Money Market Fund
General Tax Exempt Bond Fund, Inc.
General Tax Exempt Money Market Fund, Inc.
SUBCUSTODIAN AGREEMENT
The undersigned custodian (the "Custodian") for the
investment company identified below (the "Fund") hereby appoints
on the following terms and conditions Bankers Trust Company as
subcustodian (the "Subcustodian") for it and the Subcustodian
hereby accepts such appointment on the following terms and
conditions as of the date set forth below.
1. Qualification. The Custodian and the Subcustodian
each represents to the other and to the Fund that it is
qualified to act as a custodian for a registered investment
company under the Investment Company Act of 1940, as amended
(the "1940 Act").
2. Subcustody. The Subcustodian agrees to maintain a
separate account and to hold segregated at all times from the
Subcustodian's securities and from all other customers' secur-
ities held by the Subcustodian, all the Fund's securities and
evidence of rights thereto ("Fund Securities") deposited, from
time to time by the Custodian with the Subcustodian. The Sub-
custodian will accept, hold or dispose of and take other actions
with respect to Fund Securities in accordance with the Instruc-
tions of the Custodian given in the manner set forth in Section
4 and will take certain other actions as specified in Section 3.
The Subcustodian hereby waives any claim against or lien on any
Fund Securities. The Subcustodian may take steps to register
and continue to hold Fund Securities in the name of the
Subcustodian's nominee and shall take such other steps as the
Subcustodian believes necessary or appropriate to carry out
efficiently the terms of this Agreement. To the extent that
ownership of Fund Securities may be recorded by a book entry
system maintained by any transfer agent or registrar for such
Fund Securities or by Depository Trust Company, the Subcustodian
may hold Fund Securities as a book entry reflecting the
ownership of such Fund Securities by its nominee and need not
possess certificates or any other evidence of ownership of Fund
Securities.
3. Subcustodian's Acts Without Instructions. Except
as otherwise instructed pursuant to Section 4, the Subcustodian
will (i) present all Fund Securities requiring presentation for
any payment thereon, (ii) distribute to the Custodian cash re-
ceived thereon, (iii) collect and distribute to the Custodian
interest and any dividends and distributions on Fund Securities,
(iv) at the request of the Custodian, or on its behalf, execute
any necessary declarations or certificates of ownership
(provided by the Custodian or on its behalf) under any tax law
now or hereafter in effect, (v) forward to the Custodian, or
notify it by telephone of, confirmations, notices, proxies or
proxy soliciting materials relating to the Fund Securities
received by it as registered holder (and the Custodian agrees to
forward same to the Fund), and (vi) promptly report to the
Custodian any missed payment or other default upon any Fund
Securities known to it as Subcustodian hereunder (the
Subcustodian shall be deemed to have knowledge of any payment
default on any Fund Securities in respect of which it acts as
paying agent). All cash distributions from the Subcustodian to
the Custodian will be in same day funds, on the same day that
same day funds are received by the Subcustodian unless such
distribution required instructions from the Custodian which were
not timely received. Promptly after the Subcustodian is
furnished with any report of its independent public accountants
on an examination of its internal accounting controls and
procedures for safeguarding securities held in its custody as
subcustodian under this Agreement or under similar agreements,
the Subcustodian will furnish a copy thereof to the
Custodian.
4. Instructions, Other Communications. Any officer
of the Custodian designated from time to time by letter to the
Subcustodian, signed by the President or any Vice President and
any Assistant Vice President, Assistant Secretary or Assistant
Treasurer of the Custodian, as an officer of the Custodian auth-
orized to give instructions to the Subcustodian with respect to
Fund Securities (an "Authorized Officer"), shall be authorized
to instruct the Subcustodian as to the acceptance, holding,
presentation, disposition or any other action with respect to
Fund Securities from time to time by telephone, or in writing
signed by such Authorized Officer and delivered by tested telex,
tested computer printout or such other reasonable method as the
Custodian and Subcustodian shall agree is designed to prevent
unauthorized officer's instructions; provided, however, the
Subcustodian is authorized to accept and act upon orders from
the Custodian, whether given orally, by telephone or otherwise,
which the Subcustodian reasonably believes to be given by an
authorized person. The Subcustodian will promptly transmit to
the Custodian all receipts and transaction confirmations in
respect of Fund Securities as to which the Subcustodian has
received any instructions. The Authorized Officers shall be as
set forth on Exhibit A attached hereto and, as amended from time
to time, made a part hereof.
5. Liabilities. (i) The Subcustodian shall not be
liable for any action taken or omitted to be taken in carrying
out the terms and provision of this Agreement if done without
willful malfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties under this Agreement.
Except as otherwise set forth herein, the Subcustodian shall
have no responsibility for ascertaining or acting upon any
calls, conversions, exchange offers, tenders, interest rate
changes or similar matters relating to the Fund Securities
(except at the instructions of the Custodian), nor for informing
the Custodian with respect thereto, whether or not the
Subcustodian has, or is deemed to have, knowledge of the
aforesaid. The Subcustodian is under no duty to supervise or to
provide investment counseling or advice to the Custodian or to
the Fund relative to the purchase, sale, retention or other
disposition of any Fund Securities held hereunder. The
Subcustodian shall for the benefit of the Custodian and the Fund
use the same care with respect to receiving, safekeeping,
handling and delivery of Fund Securities as it uses in respect
of its own securities.
(ii) The Subcustodian will indemnify, defend and save
harmless the Custodian and the Fund from and against all loss,
liability, claims and demands incurred by the Custodian or the
Fund arising out of or in connection with the Subcustodian's
willful malfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties under this Agreement.
(iii) The Custodian agrees to be responsible for and
indemnify the Subcustodian and any nominee in whose name the
Fund Securities are registered, from and against all loss,
liability, claims and demands incurred by the Subcustodian and
the nominee in connection with the performance of any activity
pursuant to this Agreement, done in good faith and without
negligence, including any expenses, taxes or other charges which
the Subcustodian is required to pay in connection therewith.
6. Each party may terminate this Agreement at any
time by not less than ten (10) business days' prior written
notice. In the event that such notice is given, the Subcustodian
shall make delivery of the Fund Securities held in the
Subcustodian account to the Custodian or to any third party
within the Borough of Manhattan, specified by the Custodian in
writing within ten (10) days of receipt of the termination
notice, at the Custodian's expense.
7. All communications required or permitted to be
given under this Agreement, unless otherwise agreed by the
parties, shall be addressed as follows:
(i) to the Subcustodian:
Bankers Trust Company
1 Bankers Trust Plaza
14th Floor
New York, NY 10015
Attention: Barbara Walter
RMO Safekeeping Unit
(ii) to the Custodian:
The Bank of New York
110 Washington Street
New York, New York 10286
8. Miscellaneous: This Agreement (i) shall be
governed by and construed in accordance with the laws of the
State of New York, (ii) may be executed in counterparts each of
which shall be deemed an original but all of which shall
constitute the same instrument, and (iii) may be amended by the
parties hereto in writing.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth below.
Dated: September 5, 1991
THE BANK OF NEW YORK
Custodian
By:__________________________
Title:_______________________
As Custodian For
DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT
BANKERS TRUST COMPANY
As Subcustodian
By:___________________________
Title:________________________
EXHIBIT A
TO SUBCUSTODIAN AGREEMENT
DATED: SEPTEMBER 5, 1991
The Authorized Officers pursuant to Section 4 of the
Agreement shall be:
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
__________________________ _____________________________
Dated: September 5, 1991
THE BANK OF NEW YORK
As Custodian
By:__________________________
Title:_______________________
SUBCUSTODIAN AGREEMENT
The undersigned custodian (the "Custodian") for the
investment companies identified in Schedule A attached
(collectively, the "Funds") hereby appoints on the following
terms and conditions Chemical Bank as subcustodian (the
"Subcustodian") for it and the Subcustodian hereby accepts such
appointment on the following terms and conditions as of the date
set forth below.
1. Qualification. The Custodian and the Subcustodian each
represent to the other and to each Fund that it is qualified to
act as a custodian for a registered investment company under the
Investment Company Act of 1940, as amended (the "1940 Act").
2. Subcustody. The Subcustodian agrees to hold in a
separate account, segregated at all times from all other
accounts maintained by the Subcustodian, all securities and
evidence of rights thereto of each of the Funds (collectively,
"Fund Securities") deposited, from time to time by the Custodian
with the Subcustodian. The Subcustodian will accept, hold or
dispose of and take such other reasonable actions with respect
to Fund Securities, in addition to those specified in Section 3,
in accordance with the instructions of the Custodian relating to
Fund Securities given in the manner set forth in Section 4
("Instructions"). The Subcustodian hereby waives any claim
against, or lien on, any Fund Securities for any claim
hereunder. Registered Fund Securities may be held in the name
of the Subcustodian or its nominee. To the extent that
ownership of Fund Securities may be recorded by a book entry
system maintained by any transfer agent or registrar for such
Fund Securities (including, but not limited to, any such system
operated by the Subcustodian) or by Depository Trust Company,
the Subcustodian may hold Fund Securities as a book entry
reflecting the ownership of such Fund Securities by it or its
nominee and need not possess certificates or any other evidence
of ownership.
3. Subcustodian's Acts Without Instructions. Except as
otherwise instructed pursuant to Section 4, the Subcustodian
will (i) present all Fund Securities requiring presentation for
any payment thereon, (ii) distribute to the Custodian cash
received thereupon, (iii) collect and distribute to the
Custodian interest and any dividends and distributions on Fund
Securities, (iv) forward to the Custodian all confirmations,
notices, proxies or proxy soliciting materials relating to the
Fund Securities received by it (and the Custodian agrees to
forward same to the Fund), (v) report to the Custodian any
missed payment or other default upon any Fund Securities known
to it as Subcustodian hereunder, (the Subcustodian shall be
deemed to have knowledge of any payment default on any Fund
Securities in respect of which it acts as paying agent); all
cash distributions from the Subcustodian to the Custodian will
be in same day funds, on the same day funds are received by the
Subcustodian unless such distribution required instructions from
the Custodian which were not timely received, and (vi) at the
request of the Custodian, or on its behalf, execute any
necessary declarations or certificates of ownership (provided by
the Custodian or on its behalf) under any tax law now or
hereafter in effect. The Subcustodian will furnish to the
Custodian, upon the Custodian's request, any report of the
Subcustodian's independent public accountants on an examination
of its internal accounting controls and procedures for
safeguarding securities held in its custody for the account of
others.
4. Instructions, Other Communications. Any officer of the
Custodian designated from time to time, by letter to the
Subcustodian, signed by the President or any Vice President and
any Assistant Vice President, Assistant Secretary or Assistant
Treasurer of the Custodian or any other officer or employee
designated by the Custodian in writing, as an officer of the
Custodian authorized to give Instructions to the Subcustodian
with respect to Fund Securities (an "Authorized Officer") shall
be authorized to instruct the Subcustodian as to the acceptance,
holding, voting, presentation, disposition or any other action
with respect to Fund Securities from time to time in writing
signed by such Authorized Officer and delivered by hand, mail,
telecopier, tested telex, tested computer printout or such other
reasonable method as the Custodian and Subcustodian shall agree
is designed to prevent unauthorized officer's instructions. The
Subcustodian is also authorized to accept and act upon
Instructions regardless of the manner in which given (whether
orally, by telephone or otherwise) if the Subcustodian
reasonably believes such Instructions are given by an Authorized
Officer. The Subcustodian will promptly transmit to the
Custodian all receipts, confirmations or other transactional
evidence received by it in respect of Fund Securities as to
which the Subcustodian has received any Instructions.
Instructions and other communications to the Subcustodian shall
be given to Chemical Bank, 55 Water Street, Room 504, New York,
New York, Attention: Debt Securities Administration, Phone
(212) 820-5616 Telex: (212) 269-8510 (or to such other address
as the Subcustodian shall specify by notice to the Custodian and
each of the Funds). Communications to the Custodian and the
Funds shall be made at the addresses set forth below (or to such
other address as the Custodian or the Fund or Funds giving such
notice, shall specify by notice to the Subcustodian).
5. The Subcustodian. The Subcustodian shall not be liable
for any action taken or omitted to be taken in carrying out the
terms and provision of this Agreement if done without willful
malfeasance, bad faith, negligence or reckless disregard of its
obligations and duties under this Agreement.
The Subcustodian shall not have any responsibility for
ascertaining or acting upon any calls, conversions, exchange
offers, tenders, interest rate changes or similar matters
relating to the Fund Securities, except upon Instructions from
the Custodian, nor for informing the Custodian with respect
thereto, unless the Subcustodian has knowledge or is deemed to
have knowledge of the aforesaid. The Subcustodian shall be
deemed to have knowledge in circumstances where it is acting as
tender agent or paying agent for the Fund Securities. The
Subcustodian shall not be under a duty to supervise or to
provide advice (other than notice) to the Custodian or any of
the Funds relative to any purchase, sale, retention or other
disposition of any Fund Securities held hereunder. The
Subcustodian shall for the benefit of the Custodian and the
Funds be required to exercise the same care with respect to the
receiving, safekeeping, handling and delivery of Fund Securities
than it customarily exercises in respect of its own securities.
The Subcustodian will indemnify, defend and save harmless
the Custodian and the Funds from any loss or liability incurred
by the Custodian arising out of or in connection with the
Subcustodian's willful malfeasance, bad faith, negligence or
reckless disregard of its obligations and duties under this
Agreement; provided, however, that the Subcustodian shall in no
event be liable for any special, indirect or consequential
damages.
The Custodian agrees to be responsible for, and will
indemnify, defend and save harmless the Subcustodian (or any
nominee in whose name any Fund Securities are registered) for,
any loss or liability incurred by the Subcustodian (or such
nominee) arising out of or in connection with any action taken
by the Subcustodian (or such nominee) in accordance with any
Instructions or any other action taken by the Subcustodian (or
such nominee) in good faith and without negligence pursuant to
this Agreement, including any expenses, taxes or other charges
which the Subcustodian (or such nominee) is required to incur or
pay in connection therewith.
6. Resignation. The Subcustodian may resign as such at
any time upon not less than five business days' prior written
notice to the Custodian. In the event of such resignation or
any other termination of this Agreement, the Subcustodian shall
deliver all Fund Securities then held by it to the Custodian, or
as otherwise directed by the Custodian pursuant to Instructions
received by the Subcustodian, at the Custodian's expense;
provided, however, that the Subcustodian shall not be required
to effect any such delivery outside the Borough of Manhattan.
7. Miscellaneous. This Agreement (i) shall be governed by
and construed in accordance with the laws of the State of New
York, (ii) may be executed in counterparts each of which shall
be deemed an original but all of which shall constitute the same
instrument, and (iii) may be amended only by written agreement
executed by the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth below.
Dated: September 5, 1991
The Bank of New York
By:
As Custodian for the Funds
Listed in Schedule A Attached
Chemical Bank
By:
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
Dreyfus Service Corporation ("DSC") for certain allocated expenses of
providing personal services and/or maintaining shareholder accounts to (a)
shareholders of each series of the Fund or class of Fund shares set forth
on Exhibit A hereto, as such Exhibit may be revised from time to time, or
(b) if no series or classes are set forth on such Exhibit, shareholders of
the Fund. The Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the fee under
the Plan is intended to be a "service fee" as defined in Article III,
Section 26 (a "Service Fee"), of the NASD Rules of Fair Practice (the
"NASD Rules").
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such information as
it deemed necessary to an informed determination as to whether a written
plan should be implemented and has considered such pertinent factors as it
deemed necessary to form the basis for a decision to use Fund assets for
such purposes.
In voting to approve the implementation of such a plan, the
Board has concluded, in the exercise of its reasonable business judgment
and in light of applicable fiduciary duties, that there is a reasonable
likelihood that the plan set forth below will benefit the Fund and its
shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall reimburse DSC an amount not to exceed an
annual rate of .25 of 1% of the value of the Fund's average daily net
assets for its allocated expenses of providing personal services to
shareholders and/or maintaining shareholder accounts; provided that, at no
time, shall the amount paid to DSC under this Plan, together with amounts
otherwise paid by the Fund, or each series or class identified on Exhibit
A, as a Service Fee under the NASD Rules, exceed the maximum amount then
payable under the NASD Rules as a Service Fee. The amount of such
reimbursement shall be based on an expense allocation methodology prepared
by DSC annually and approved by the Fund's Board or on any other basis
from time to time deemed reasonable by the Fund's Board.
2. For the purposes of determining the fees payable under this
Plan, the value of the net assets of the Fund or the net assets
attributable to each series or class of Fund shares identified on Exhibit
A, shall be computed in the manner specified in the Fund's charter
documents for the computation of the value of the Fund's net assets.
3. The Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a
majority of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial interest
in the operation of this Plan or in any agreements entered into in
connection with this Plan, pursuant to a vote cast in person at a meeting
called for the purpose of voting on the approval of this Plan.
5. This Plan shall continue for a period of one year from its
effective date, unless earlier terminated in accordance with its terms,
and thereafter shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the manner
provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the Board, provided
that any material amendments of the terms of this Plan shall become
effective only upon approval as provided in paragraph 4 hereof.
7. This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of this Plan or in any
agreements entered into in connection with this Plan.
8. The obligations hereunder and under any related
Plan agreement shall only be binding upon the assets and property of the
Fund and shall not be binding upon any Board member, officer or
shareholder of the Fund individually.
Dated: December 14, 1994
EXHIBIT A
Name of Class
Class A
[STROOCK & STROOCK & LAVAN LETTERHEAD]
October 3, 1991
Dreyfus New York Municipal Cash Management
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
Gentlemen:
We have acted as counsel to Dreyfus New York Municipal Cash
Management (the "Fund") in connection with the preparation of a
Registration Statement on Form N-1A, Registration No. 33-42431
(the "Registration Statement"), covering shares of beneficial
interest (the "Shares") of the Fund.
We have examined copies of the Agreement and Declaration of
Trust and By-Laws of the Fund, the Registration Statement and such other
documents, records, papers, statutes and authorities as we deemed
necessary to form a basis for the opinion hereinafter expressed. In our
examination of such material, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies
submitted to us. As to various questions of fact material to such
opinion, we have relied upon statements and certificates of officers and
representatives of the Fund and others.
Attorneys involved in the preparation of this opinion are
admitted only to the bar of the State of New York. As to
various questions arising under the laws of the Commonwealth of
Massachusetts, we have relied on the opinion of Messrs. Ropes &
Gray, a copy of which is attached hereto. Qualifications set
forth in their opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that the Shares
of the Fund to be issued in accordance with the terms of the
offering as set forth in the Prospectus included as part of the
Registration Statement, when so issued and paid for, will
constitute validly authorized and issued Shares, fully paid and
non-assessable by the Fund.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the
Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to any application made by
or on behalf of the Fund or any Distributor or dealer in
connection with the registration and qualification of the Fund
or its Shares under the securities laws of any state or jurisdiction. In
giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
[ROPES & GRAY LETTERHEAD]
October 3, 1991
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Gentlemen:
We are furnishing this opinion in connection with the
proposed offer and sale from time to time by Dreyfus New York
Municipal Cash Management (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, as amended.
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.
Sincerely,
Ropes & Gray
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated September 1, 1995, in this Registration Statement (Form N-1A 33-42431)
of Dreyfus New York Municipal Cash Management.
ERNST & YOUNG LLP
New York, New York
October 2, 1995
THE DREYFUS FAMILY OF FUNDS
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"), requires that the Board of an
investment company desiring to offer multiple classes pursuant
to said Rule adopt a plan setting forth the separate arrangement
and expense allocation of each class, and any related conversion
features or exchange privileges.
The Board, including a majority of the non-interested
Board members, of each of the investment companies, or series
thereof, listed on Schedule A attached hereto (each, a "Fund")
which desires to offer multiple classes has determined that the
following plan is in the best interests of each class individually and the
Fund as a whole:
1. Class Designation: Fund shares shall be divided
into Class A and Class B.
2. Differences in Services: The services offered to
shareholders of each Class shall be substantially the same,
except for certain services provided to Class B pursuant to a
Service Plan.
3. Differences in Distribution Arrangements: Class
A and Class B shares shall be offered at net asset value to
institutional investors, particularly banks, acting for
themselves or in a fiduciary, advisory, agency, custodial or
similar capacity. Neither Class shall be subject to any front-
end or contingent sales charges.
Class B shares shall be subject to an annual
distribution and service fee at the rate of .25% of the value of
the average daily net assets of Class B pursuant to a Service
Plan adopted in accordance with Rule 12b-1 under the 1940 Act.
Class A shares shall be subject to an annual service
fee at the rate of .25% of the value of the average daily net
assets of Class A pursuant to a Shareholder Services Plan.
4. Expense Allocation. The following expenses
shall be allocated, to the extent practicable, on a Class-by-
Class basis: (a) fees under the Service Plan and Shareholder
Services Plan; (b) printing and postage expenses related to
preparing and distributing materials, such as shareholder
reports, prospectuses and proxies, to current shareholders of a
specific Class; (c) Securities and Exchange Commission and Blue
Sky registration fees incurred by a specific Class; (d) the
expense of administrative personnel and services as required to
support the shareholders of a specific Class; (e) litigation or
other legal expenses relating solely to a specific Class;
(f) transfer agent fees identified by the Fund's transfer agent
as being attributable to a specific Class; and (g) Board
members' fees incurred as a result of issues relating to a
specific Class.
5. Exchange Privileges. Shares of a Class shall be
exchangeable only for shares of investment companies listed on
Schedule B attached hereto.
Dated: May 11, 1995
Revised: May 24, 1995 SCHEDULE A
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Institutional Short Term Treasury Fund
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
SCHEDULE B
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Institutional Short Term Treasury Fund
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
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