File No . 2-89359
811-03964
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. 63 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 63 [X]
(Check appropriate box or boxes.)
Dreyfus Government Cash Management Funds
(Exact Name of Registrant as Specified in Charter)
c/o BNY Mellon Investment Adviser, Inc.
240 Greenwich Street, New York, New York 10286
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6400
Bennett A. MacDougall, Esq.
240 Greenwich Street
New York, New York 10286
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
Explanatory Note
This Post-Effective Amendment consists of the following:
1. Facing Sheet of the Registration Statement.
2. Part C to the Registration Statement (including signature page).
3. Exhibit (d) to Item 28 to the Registration Statement.
This Post-Effective Amendment is being filed solely to file an amended Management Agreement as Exhibit (d) to Item 28 to this Registration Statement on Form N-1A.
Parts A and B of Post-Effective Amendment No. 62 to the Registration Statement on Form N-1A filed on May 31, 2019, pursuant to Rule 485(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
(formerly, Dreyfus Government Cash Management)
PART C. OTHER INFORMATION
_________________________
Item 28. Exhibits
(a)(1) Registrant's Amended and Restated Agreement and Declaration of Trust, dated as of January 6, 1994, is incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 52 to the Registration Statement on Form N-1A, filed May 27, 2015.
(a)(2) Articles of Amendment, dated as of January 30, 1998 (redesignating Dreyfus Government Cash Management as Dreyfus Government Cash Management Funds) are incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 59 to the Registration Statement on Form N-1A, filed May 29, 2018 ("Post-Effective Amendment No. 59").
(a)(3) Certificate of Amendment, dated as of April 7, 2016 (redesignating name of a series Dreyfus Government Prime Cash Management as Dreyfus Government Securities Cash Management) is incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 57 to the Registration Statement on Form N-1A, filed May 26, 2017 ("Post-Effective Amendment No. 57").
(a)(4) Certificate of Amendment, dated as of July 27, 2017 (redesignating class shares) is incorporated by reference to Exhibit (a)(4) of Post-Effective Amendment No. 59.
(b) Registrant's Amended and Restated By-Laws, dated as of July 1, 2011, are incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 43 to the Registration Statement on Form N-1A, filed on May 26, 2011 ("Post-Effective Amendment No. 43").
(d) Management Agreement between the Registrant and BNY Mellon Investment Adviser, Inc., dated as of August 24, 1994, amended as of June 3, 2019. *
(e)(1) Amended and Restated Distribution Agreement between the Registrant and BNY Mellon Securities Corporation (formerly, MBSC Securities Corporation), dated as of September 6, 2018, is incorporated by reference to Exhibit (e)(1) of Post-Effective Amendment No. 62 to the Registration Statement on Form N-1A, filed on May 31, 2019 ("Post-Effective Amendment No. 62").
(e)(2) Forms of Service Agreement is incorporated by reference to Exhibit (e)(2) of Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed May 27, 2016.
(e)(3) Forms of Broker-Dealer Selling Agreement and Bank Selling Agreement is incorporated by reference to Exhibit (e)(3) of Post-Effective Amendment No. 62.
(g)(1) Custody Agreement between the Registrant and The Bank of New York Mellon, dated as of January 1, 2011, is incorporated by reference to Exhibit (g)(1) of Post-Effective Amendment No. 43.
(g)(2) Amendment to the Custody Agreement between the Registrant and The Bank of New York Mellon, dated as of October 1, 2013, is incorporated by reference to Exhibit (g)(2) of Post-
Effective Amendment No. 50 to the Registration Statement on Form N-1A, filed on May 28, 2014.
(g)(3) Second Amendment to Custody Agreement between the Registrant and The Bank of New York Mellon, dated as of December 22, 2016, is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 57.
(g)(4) Sub-Custodian Agreement, dated as of June 11, 1986, is incorporated by reference to Exhibit (8)(b) of Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A, filed on October 25, 1995 ("Post-Effective Amendment No. 17").
(g)(5) Form of Subcustodial Undertaking is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 42 to the Registration Statement on Form N-1A, filed on May 28, 2010.
(h)(1) Shareholder Services Plan, dated as of May 31, 2019, is incorporated by reference to Exhibit (h)(1) of Post-Effective Amendment No. 62.
(h)(2) Transfer Agency Agreement between the Registrant and BNY Mellon Transfer, Inc. (formerly, Dreyfus Transfer, Inc.), dated as of May 29, 2012, is incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 47 to the Registration Statement on Form N-1A, filed on September 17, 2012.
(h)(3) Administrative Services Plan, dated as of May 31, 2019, is incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 62.
(i) Opinion and consent of Registrant's counsel, dated as of March 19, 1987, is incorporated by reference to Exhibit (10) of Post-Effective Amendment No. 17.
(j) Consent of Independent Registered Public Accounting Firm, dated as of May 29, 2019, is incorporated by reference to Exhibit (j) of Post-Effective Amendment No. 62.
(n) Rule 18f-3 Plan, dated as of May 11, 1995, amended and revised as of May 31, 2019, is incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 62.
(p)(1) Code of Ethics adopted by the Registrant, dated as of June 8, 2018, is incorporated by reference to Exhibit (p)(1) of Post-Effective Amendment No. 62.
(p)(2) Code of Ethics for the Nonmanagement Board Members is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 59.
Other Exhibits
(a) Power of Attorney, dated as of March 5, 2019, effective March 29, 2019, is incorporated by reference to Other Exhibits (a) of Post-Effective Amendment No. 62.
(b) Power of Attorney, dated as of May 31, 2019, is incorporated by reference to Other Exhibits (b) of Post-Effective Amendment No. 62.
_______________
* Filed herewith.
Item 29 . Persons Controlled by or Under Common Control with Registrant :
None.
Item 30 . Indemnification :
The Registrant's charter documents set forth the circumstances under which indemnification shall be provided to any past or present Board member or officer of the Registrant. The Registrant also has entered into a separate agreement with each of its Board members that describes the conditions and manner in which the Registrant indemnifies each of its Board members against all liabilities incurred by them (including attorney's fees and other litigation expenses, settlements, fines and penalties), or which may be threatened against them, as a result of being or having been a Board member of the Registrant. These indemnification provisions are subject to applicable state law and to the limitation under the Investment Company Act of 1940, as amended, that no board member or officer of a fund may be protected against liability for willful misfeasance, bad faith, gross negligence or reckless disregard for the duties of his or her office. Reference is hereby made to the following:
Article Seventh of the Registrant's Articles of Incorporation and any amendments thereto, Article VIII of Registrant's Amended and Restated By-Laws, Section 2-418 of the Maryland General Corporation Law and Section 1.10 of the Distribution Agreement.
Item 31(a) . Business and Other Connections of Investment Adviser :
BNY Mellon Investment Adviser, Inc. ("BNYM Investment Adviser") 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. BNY Mellon Investment Adviser also serves as sub-investment adviser to and/or administrator of other investment companies. BNY Mellon Securities Corporation, a wholly-owned subsidiary of BNYM Investment Adviser, serves primarily as a registered broker-dealer of shares of investment companies sponsored by BNYM Investment Adviser and of other investment companies for which BNYM Investment Adviser acts as investment adviser, sub-investment adviser or administrator.
Item 31.
Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser
|
Name and Position
|
Other Businesses |
Position Held |
Dates |
|
Gregory Brisk
|
Alcentra Asset Management Limited |
Director |
3/18 - Present |
|
Alcentra Limited^ |
Director |
9/12 - Present |
|
|
Alcentra NY LLC ++ |
Director |
10/15 - Present |
|
|
Alcentra US, Inc. †††† |
Director |
10/15 - Present |
|
|
Alternative Holdings I, LLC ******* |
Director |
7/16 - Present |
|
|
Alternative Holdings II, LLC ******* |
Director |
3/16 - Present |
|
|
BNY Alcentra Group Holdings, Inc. †††††† |
Director |
7/16 - Present |
|
|
BNYM CSIM Funding LLC +++ |
Managing Director |
8/17 – 9/18 |
|
|
BNY Mellon Asset Management North America Corporation* |
Director |
1/18 – 12/18 |
|
|
BNY Mellon Fund Managers Limited^ |
Director |
10/02 - Present |
|
|
BNY Mellon Fund Management (Luxembourg) S.A.^^^^ |
Director |
3/16 - Present |
|
|
BNY Mellon Global Funds PLC^^^^^ |
Director |
2/03 - Present |
|
|
BNY Mellon Global Management Limited^^^^^^ |
Director |
11/02 - Present |
|
|
BNY Mellon Insurance Agency, Inc. ++ |
Director |
6/19 - Present |
|
|
BNY Mellon International Asset Management (Holdings) Limited^ |
Director |
10/12 - Present |
|
|
BNY Mellon International Asset Management (Holdings) No. 1 Limited^ |
Director |
10/12 - Present |
|
|
BNY Mellon International Asset Management Group Limited^ |
Director |
5/10 - Present |
|
|
BNY Mellon Investment Management (APAC) Holdings Ltd^ |
Director |
9/03 - Present |
|
|
BNY Mellon Investment Management EMEA Limited^ |
Director |
12/15 - Present |
|
|
BNY Mellon Investment Management (Europe) Limited^ |
Director |
11/12 – Present |
|
|
BNY Mellon Investment Management (Jersey) Limited. ^^^^^^^ |
Director |
11/12 – Present |
|
|
Name and Position
|
Other Businesses |
Position Held |
Dates |
|
BNY Mellon Investment Management Europe Holdings Limited^ |
Director |
11/12 – Present |
|
|
BNY Mellon Investment Management Holdings (Germany) Limited^ |
Director |
9/12 - Present |
|
|
BNY Mellon Investment Management Seed Capital Limited^ |
Director |
11/13 - Present |
|
|
BNY Mellon Investment Management (Shanghai) Limited^^^^^^^^ |
Director |
6/17 - Present |
|
|
BNY Mellon Liquidity Funds PLC^^^^^^^^^ |
Director |
12/02 - Present |
|
|
BNY Mellon Securities Corporation ++ |
Director |
3/18 - Present |
|
|
BNY MFM Nominees Limited^ |
Director |
5/02 - Present |
|
|
CenterSquare Investment Management Holdings, Inc. +++ |
Director and
|
7/16 - Present |
|
|
CenterSquare Investment Management, Inc. +++ |
Director and
|
7/16 – 1/18 |
|
|
CenterSquare Global Securities Management Inc. +++ |
Managing Director |
8/17 – 3/19 |
|
|
CenterSquare Investment Management LLC +++ |
Director |
1/18 - Present |
|
|
Dreyfus Service Organization, Inc. ++ |
Director |
5/19 – 6/19 |
|
|
EACM Advisors LLC ^^ |
Director |
7/16 - Present |
|
|
IIFIG Investment Solutions ICAV |
Director |
5/18 - Present |
|
|
Insight Investment International Limited^ |
Director |
2/18 – Present |
|
|
Insight Investment Management Limited^ |
Director |
4/16 - Present |
|
|
Insight Investment Management (Global) Limited^ |
Director |
4/16 - Present |
|
|
Insight Investment Funds Management Limited^ |
Director |
4/16 - Present |
|
|
Insight Investment Management (Europe) Limited ^^^^^^^^^^ |
Director |
9/18 – Present |
|
|
Insight North America LLC ++ |
Director |
11/17 - Present |
|
|
Absolute Insight Funds PLC ^^^^^^^^^^ |
Director |
3/17 - Present |
|
|
Name and Position
|
Other Businesses |
Position Held |
Dates |
|
Insight Global Funds II PLC ^^^^^^^^^^ |
Director |
3/17 - Present |
|
|
Insight Liquidity Funds PLC ^^^^^^^^^^ |
Director |
3/17 - Present |
|
|
LDI Solutions Plus PLC ^^^^^^^^^^ |
Director |
3/17 - Present |
|
|
MBC Investment Corporation # |
Director |
2/17 - Present |
|
|
MBSC Securities Corporation ++ |
Director |
3/18 – 6/19t |
|
|
Mellon Capital Management Corporation ** |
Director |
7/16 – 1/18 |
|
|
Mellon Europe Pension (Nominees) Limited^ |
Director |
12/00 - Present |
|
|
Mellon Global Investing Corp + |
Director |
8/10 - Present |
|
|
Mellon Investments Corporation * |
Director |
1/19 - Present |
|
|
Mellon JV Limited Company^ |
Director |
1/06 - Present |
|
|
Mellon Overseas Investment Corporation ******* |
Director |
4/08 – 2/19 |
|
|
Newton Investment Management Limited^ |
Director |
5/16 - Present |
|
|
Newton Investment Management (North America) Limited^ |
Director |
5/16 - Present |
|
|
Newton Management Limited^ |
Director |
8/16 - Present |
|
|
NWK Multi-Strategy Funds PLC ^^^^^^ |
Director |
5/07 - Present |
|
|
Pareto Investment Management Limited^ |
Director |
4/16 – 1/18 |
|
|
Standish Mellon Asset Management Company LLC ******* |
Director |
6/16 – 1/18 |
|
|
The Boston Company Asset Management, LLC* |
Director |
7/16 – 1/18 |
|
|
XBK LLC ^^^ |
Director |
11/17 - Present |
|
|
The Fordham Trust +++++++ |
Director |
3/15 - Present |
|
|
The St. Nicholas Cole Abbey Centre for Workplace Ministry Limited ††††††† |
Director |
9/11 - Present |
|
|
Distaff Lane Coffee Limited ††††††† |
Director |
9/17 - Present |
|
|
ABF Brazil Fund, SPC^^ |
Director |
7/08 – 8/18 |
|
|
BNY Mellon Advantage Series ^^^^^^ |
Director |
11/13 – 6/17 |
|
|
Name and Position
|
Other Businesses |
Position Held |
Dates |
|
Allomon Corporation † |
Assistant Treasurer – Tax |
5/13 – Present |
|
|
AP Residential Realty, Inc. ††††† |
Assistant Treasurer – Tax |
8/13 – Present |
|
|
APT Holdings Corporation # |
Assistant Treasurer – Tax |
11/13 – Present |
|
|
B.I.E. Corporation + |
Assistant Treasurer – Tax |
12/13 – Present |
|
|
B.N.Y. Holdings (Delaware) Corporation # |
Assistant Treasurer – Tax |
4/13 – Present |
|
|
BNY Capital Corporation *** |
Assistant Treasurer – Tax |
9/13 – Present |
|
|
BNY Capital Markets Holdings, Inc. *** |
Assistant Treasurer – Tax |
9/13 – Present |
|
|
BNY Capital Resources Corporation ####### |
Assistant Treasurer – Tax |
3/13 – Present |
|
|
BNYM CSIM Funding LLC +++ |
Assistant Treasurer – Tax |
7/14 – Present |
|
|
BNY Falcon Three Holding Corp. *** |
Assistant Treasurer – Tax |
7/13 – Present |
|
|
BNY Foreign Holdings, Inc. *** |
Assistant Treasurer – Tax |
10/13 – Present |
|
|
BNY Lease Equities (Cap Funding) LLC ######## |
Assistant Treasurer – Tax |
7/13 – Present |
|
|
BNY Lease Partners LLC *** |
Assistant Treasurer – Tax |
7/13 – Present |
|
|
BNY Leasing Edge Corporation *** |
Assistant Treasurer – Tax |
7/13 – Present |
|
|
BNY Mellon Asset Management North America Corporation * |
Assistant Treasurer – Tax |
1/18 – 12/18 |
|
|
BNY Mellon Capital Markets, LLC ++ |
Assistant Treasurer – Tax |
7/13 – Present |
|
|
BNY Mellon Clearing, LLC *** |
Assistant Treasurer – Tax |
3/16 – Present |
|
|
BNY Mellon Clearing Holding Company, LLC *** |
Assistant Treasurer – Tax |
7/13 – Present |
|
|
BNY Mellon Fixed Income Securities, LLC *** |
Assistant Treasurer – Tax |
8/13 – Present |
|
|
BNY Mellon Trust Company of Illinois ***** |
Assistant Treasurer – Tax |
3/13 – Present |
|
|
BNY Mezzanine Funding LLC ****** |
Assistant Treasurer – Tax |
5/13 – Present |
|
|
BNY Mezzanine Holdings LLC ****** |
Assistant Treasurer – Tax |
5/13 – Present |
|
|
BNY Mezzanine Non NY Funding
|
Assistant Treasurer – Tax |
5/13 – Present |
|
|
BNY Mezzanine NY Funding LLC ****** |
Assistant Treasurer – Tax |
5/13 – Present |
|
|
BNY Partnership Funding LLC *** |
Assistant Treasurer – Tax |
7/13 – Present |
|
|
Name and Position
|
Other Businesses |
Position Held |
Dates |
|
Mellon Properties Company **** |
Assistant Treasurer – Tax |
8/13 – Present |
|
|
National Residential Assets Corp. *** |
Assistant Treasurer – Tax |
4/13 – Present |
|
|
Newton Capital Management LLC. *** |
Assistant Treasurer – Tax |
8/14 - Present |
|
|
NY CRE Asset Holdings, LLC. *** |
Assistant Treasurer – Tax |
1/14 - Present |
|
|
NY CRE Asset Holdings II, LLC. *** |
Assistant Treasurer – Tax |
1/14 - Present |
|
|
One Wall Street Corporation *** |
Assistant Treasurer – Tax |
11/13 – Present |
|
|
Pareto New York LLC ++ |
Assistant Treasurer – Tax |
11/13 – Present |
|
|
PAS Holdings LLC *** |
Assistant Treasurer – Tax |
6/13 – Present |
|
|
Pershing Advisor Solutions LLC ### |
Assistant Treasurer – Tax |
6/13 – Present |
|
|
Pershing Group LLC ### |
Assistant Treasurer – Tax |
6/13 – Present |
|
|
Pershing Investments LLC *** |
Assistant Treasurer – Tax |
6/13 – Present |
|
|
Pershing LLC ### |
Assistant Treasurer – Tax |
7/13 – Present |
|
|
Standish Mellon Asset Management Company LLC * |
Assistant Treasurer – Tax |
11/14 – 1/18 |
|
|
TBC Securities Co., Inc. * |
Assistant Treasurer – Tax |
6/13 – Present |
|
|
TBCAM, LLC * |
Assistant Treasurer – Tax |
10/13 – Present |
|
|
Technology Services Group, Inc. ++ |
Assistant Treasurer – Tax |
9/13 – Present |
|
|
Tennessee Processing Center LLC ++ |
Assistant Treasurer – Tax |
9/13 – Present |
|
|
The Bank of New York Consumer Leasing Corporation *** |
Assistant Treasurer – Tax |
7/13 – Present |
|
|
The Bank of New York Mellon Trust Company, National Association + |
Assistant Treasurer |
10/13 - Present |
|
|
The Boston Company Asset Management, LLC * |
Assistant Treasurer – Tax |
8/13 – 1/18 |
|
|
Tiber Capital Management LLC ++ |
Assistant Treasurer – Tax |
8/15 – 7/16 |
|
|
MBNA Institutional PA Services LLC + |
Treasurer |
7/13 – Present |
|
|
MBNA PW PA Services LLC + |
Treasurer |
7/13 – Present |
|
|
Stanwich Insurance Agency, Inc. *** |
Treasurer |
12/13 – Present |
|
|
BNY Aurora Holding Corp. *** |
Vice President |
11/13 – Present |
|
|
Name and Position
|
Other Businesses |
Position Held |
Dates |
|
BNY Mellon Trust of Delaware # |
Assistant Treasurer |
11/11 – Present |
|
|
Mellon Hedge Advisors, LLC * |
Assistant Treasurer |
10/11 – Present |
|
|
Mellon Holdings LLC ++ |
Assistant Treasurer |
12/11 – Present |
|
|
MUNB Loan Holdings, LLC *** |
Assistant Treasurer |
10/11 – Present |
|
|
Albridge Solutions, Inc. †††† |
Assistant Treasurer -Tax |
6/11 – Present |
|
|
Alcentra NY, LLC ++ |
Assistant Treasurer -Tax |
10/12 – Present |
|
|
Alcentra US, Inc. †††† |
Assistant Treasurer -Tax |
10/11 – Present |
|
|
Allomon Corporation † |
Assistant Treasurer -Tax |
5/12 – Present |
|
|
Alternative Holdings I, LLC *** |
Assistant Treasurer -Tax |
1/13 – Present |
|
|
Alternative Holdings II, LLC *** |
Assistant Treasurer -Tax |
1/13 – Present |
|
|
AP Residential Realty, Inc. ††††† |
Assistant Treasurer -Tax |
8/11 – Present |
|
|
APT Holdings Corporation # |
Assistant Treasurer -Tax |
12/11 – Present |
|
|
B.N.Y. Holdings (Delaware) Corporation # |
Assistant Treasurer -Tax |
4/12 – Present |
|
|
BNY Administrative Services LLC *** |
Assistant Treasurer –Tax |
12/11 – Present |
|
|
BNY Alcentra Group Holdings,
|
Assistant Treasurer –Tax |
3/13 – Present |
|
|
BNY Capital Corporation *** |
Assistant Treasurer –Tax |
11/11 – Present |
|
|
BNY Capital Funding LLC *** |
Assistant Treasurer –Tax |
7/11 – Present |
|
|
BNY Capital Markets Holdings, Inc. *** |
Assistant Treasurer –Tax |
11/11 – Present |
|
|
BNY Capital Resources
|
Assistant Treasurer –Tax |
7/11 – Present |
|
|
BNY Falcon Three Holding Corp. *** |
Assistant Treasurer –Tax |
7/11 – Present |
|
|
BNY Foreign Holdings, Inc. *** |
Assistant Treasurer –Tax |
9/11 – Present |
|
|
BNY Investment Strategy and Solutions Group LLC * |
Assistant Treasurer –Tax |
6/15 – Present |
|
|
BNY Investment Management Services LLC # |
Assistant Treasurer –Tax |
10/11 – Present |
|
|
BNY ITC Leasing, LLC *** |
Assistant Treasurer –Tax |
7/11 – Present |
|
|
Name and Position
|
Other Businesses |
Position Held |
Dates |
|
BNY Lease Equities (Cap Funding) LLC ######## |
Assistant Treasurer –Tax |
7/11 – Present |
|
|
BNY Lease Partners LLC *** |
Assistant Treasurer –Tax |
9/11 – Present |
|
|
BNY Leasing Edge Corporation *** |
Assistant Treasurer –Tax |
7/11 – Present |
|
|
BNY Mellon Alternative Investments Holdings LLC *** |
Assistant Treasurer –Tax |
10/13 – Present |
|
|
BNY Mellon Capital Markets,
|
Assistant Treasurer –Tax |
7/11 – Present |
|
|
BNY Mellon Clearing Holding Company, LLC *** |
Assistant Treasurer –Tax |
7/11 – Present |
|
|
BNY Mellon Clearing, LLC *** |
Assistant Treasurer –Tax |
6/11 – Present |
|
|
BNY Mellon Community Development Corporation ++ |
Assistant Treasurer –Tax |
10/11 – Present |
|
|
BNY Mellon Distributors Holdings
|
Assistant Treasurer –Tax |
7/12 – Present |
|
|
BNY Mellon Fixed Income Securities, LLC *** |
Assistant Treasurer –Tax |
8/12 – Present |
|
|
BNY Mellon Investment Servicing (US) Inc. # |
Assistant Treasurer –Tax |
3/11 – Present |
|
|
BNY Mellon Investment Servicing Trust Company # |
Assistant Treasurer –Tax |
3/11 – Present |
|
|
BNY Mellon Performance & Risk Analytics, Inc. (US) ^^^^^ |
Assistant Treasurer –Tax |
10/11 – Present |
|
|
BNY Mellon Performance & Risk Analytics, LLC + |
Assistant Treasurer –Tax |
7/11 – Present |
|
|
BNY Mellon Transition Management Advisors, LLC ** |
Assistant Treasurer –Tax |
5/13 – Present |
|
|
BNY Mellon Trust Company of
|
Assistant Treasurer –Tax |
3/11 – Present |
|
|
BNY Mezzanine Funding LLC ****** |
Assistant Treasurer –Tax |
6/11 – Present |
|
|
BNY Mezzanine Holdings LLC ****** |
Assistant Treasurer –Tax |
5/11 – Present |
|
|
BNY Mezzanine Non NY Funding
|
Assistant Treasurer –Tax |
6/11 – Present |
|
|
BNY Mezzanine NY Funding LLC ****** |
Assistant Treasurer –Tax |
6/11 – Present |
|
|
* |
The address of the business so indicated is One Boston Place, Boston, MA, 02108. |
|
** |
The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, CA 94105. |
|
*** |
The address of the business so indicated is One Wall Street, New York, NY 10286. |
|
**** |
The address of the business so indicated is 3601 N. I-10 Service Road, Suite 102, Metairie, LA 70002. |
|
***** |
The address of the business so indicated is 2 North LaSalle Street, Suite 1020, Chicago, IL, 60602 |
|
****** |
The address of the business so indicated is 445 Park Avenue, 12th Floor, New York, NY, 10022. |
|
3. |
BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. |
|
4. |
BNY Mellon Appreciation Fund, Inc. |
|
5. |
BNY Mellon California AMT-Free Municipal Bond Fund, Inc. |
|
6. |
BNY Mellon Funds Trust |
|
7. |
BNY Mellon Growth and Income Fund, Inc. |
|
8. |
BNY Mellon Index Funds, Inc. |
|
9. |
BNY Mellon Intermediate Municipal Bond Fund, Inc. |
|
10. |
BNY Mellon International Securities Funds, Inc. |
|
11. |
BNY Mellon Investment Funds I |
|
12. |
BNY Mellon Investment Funds II, Inc. |
|
13. |
BNY Mellon Investment Funds III |
|
14. |
BNY Mellon Investment Funds IV, Inc. |
|
15. |
BNY Mellon Investment Funds V, Inc. |
|
16. |
BNY Mellon Investment Funds VI, Inc. |
|
17. |
BNY Mellon Investment Grade Funds, Inc. |
|
18. |
BNY Mellon Investment Portfolios |
|
19. |
BNY Mellon Large Cap Securities Fund, Inc. |
|
20. |
BNY Mellon Midcap Index Fund, Inc. |
|
21. |
BNY Mellon Municipal Bond Funds, Inc. |
|
22. |
BNY Mellon Municipal Funds, Inc. |
|
23. |
BNY Mellon New Jersey Municipal Bond Fund, Inc. |
|
24. |
BNY Mellon New York AMT-Free Municipal Bond Fund |
|
25. |
BNY Mellon New York Tax Exempt Bond Fund, Inc. |
|
26. |
BNY Mellon Opportunistic Municipal Securities Fund |
|
27. |
BNY Mellon Opportunity Funds |
|
28. |
BNY Mellon Research Growth Fund, Inc. |
|
29. |
BNY Mellon Short-Intermediate Municipal Bond Fund |
|
30. |
BNY Mellon State Municipal Bond Funds |
|
31. |
BNY Mellon Stock Funds |
|
32. |
BNY Mellon Stock Index Fund, Inc. |
|
33. |
BNY Mellon Strategic Funds, Inc. |
||
|
34. |
BNY Mellon Sustainable U.S. Equity Fund, Inc. |
||
|
35. |
BNY Mellon Sustainable U.S. Equity Portfolio, Inc. |
||
|
36. |
BNY Mellon Ultra Short Income Fund |
||
|
37. |
BNY Mellon U.S. Mortgage Fund, Inc. |
||
|
38. |
BNY Mellon Variable Investment Fund |
||
|
39. |
BNY Mellon Worldwide Growth Fund, Inc. |
||
|
40. |
CitizensSelect Funds |
||
|
41. |
Dreyfus AMT-Free Municipal Cash Management Plus |
||
|
42. |
Dreyfus AMT-Free New York Municipal Cash Management |
||
|
43. |
Dreyfus BASIC Money Market Fund, Inc. |
||
|
44. |
Dreyfus Cash Management |
||
|
45. |
Dreyfus Government Cash Management Funds |
||
|
46. |
Dreyfus Institutional Liquidity Funds |
||
|
47. |
Dreyfus Institutional Preferred Money Market Funds |
||
|
48. |
Dreyfus Institutional Reserves Funds |
||
|
49. |
Dreyfus Liquid Assets, Inc. |
||
|
50. |
Dreyfus Tax Exempt Cash Management Funds |
||
|
51. |
Dreyfus Treasury & Agency Cash Management |
||
|
52. |
Dreyfus Treasury Securities Cash Management |
||
|
53. |
General California Municipal Money Market Fund |
||
|
54. |
General Government Securities Money Market Funds, Inc. |
||
|
55. |
General Money Market Fund, Inc. |
||
|
56. |
General Municipal Money Market Funds, Inc. |
||
|
57. |
General New Jersey Municipal Money Market Fund, Inc. |
||
|
58. |
General New York AMT-Free Municipal Money Market Fund |
||
|
(b) |
||
|
Positions and offices with the Distributor |
Positions and Offices with Registrant |
|
|
Kenneth Bradle** |
President |
None |
|
Gregory Brisk ††† |
Director |
None |
|
Sue Ann Cormack† |
Executive Vice President |
None |
|
(b) |
||
|
Name and principal
|
Positions and offices with the Distributor |
Positions and Offices with Registrant |
|
Renee LaRoche-Morris**** |
Chairman, Executive Vice President and Director |
None |
|
Catherine Keating* |
Executive Vice President |
None |
|
Tracy Hopkins-Condon* |
Executive Vice President |
None |
|
Peter Arcabascio ++ |
Executive Vice President |
None |
|
Christopher D. O'Connor**** |
Executive Vice President |
None |
|
Irene Papadoulis** |
Executive Vice President |
None |
|
Matthew Perrone***** |
Executive Vice President |
None |
|
Andrew Provencher**** |
Executive Vice President |
None |
|
John P. Shea **** |
Chief Financial Officer and Treasurer |
None |
|
Brie A. Steingarten**** |
Chief Legal Officer and Secretary |
None |
|
John Squillace* |
Chief Compliance Officer (Investment Advisory Business) |
None |
|
William Kennedy**** |
Chief Compliance Officer (Broker-Dealer Business) |
None |
|
Katherine M. Scott* |
Chief Risk Officer |
None |
|
Anthony Mayo* |
Chief Technology Officer |
None |
|
Timothy I. Barrett** |
Senior Vice President |
None |
|
Eric P. Cola* |
Senior Vice President |
None |
|
John Ragusa* |
Senior Vice President |
None |
|
Christopher A. Stallone** |
Senior Vice President |
None |
|
John Cimino* |
Vice President |
None |
|
Christopher Donoghue** |
Vice President |
None |
|
Tina Rizzo** |
Vice President and Privacy Officer |
None |
|
James Windels***** |
Vice President |
Treasurer |
|
Caridad M. Carosella** |
Vice President – Compliance/Anti-Money Laundering Officer |
Anti-Money Laundering Officer |
|
Donna M. Impagliazzo** |
Vice President – Compliance |
None |
|
Sandra Hatter*** |
Vice President – Human Resources |
None |
|
Marianne Thomas+ |
Vice President – Human Resources |
None |
|
Alexandra Friedman **** |
Vice President – Real Estate |
None |
|
Kathleen J. Geis †† |
Vice President – Real Estate |
None |
|
Charles Doumar**** |
Vice President – Tax |
None |
|
Claudine Orloski*** |
Vice President – Tax |
None |
|
Paul V. Mazziotti** |
Anti-Money Laundering Officer |
None |
|
James Bitetto**** |
Assistant Secretary |
Vice President and
|
|
Alice Helscher*** |
Assistant Secretary |
None |
|
Susan K. Maroni*** |
Assistant Secretary |
None |
|
Cristina Rice*** |
Assistant Secretary |
None |
|
* |
Principal business address is 200 Park Avenue, New York, NY 10166. |
|
** |
Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144. |
|
*** |
Principal business address is BNY Mellon Center, 500 Grant Street, Pittsburgh, PA 15258. |
|
**** |
Principal business address is 240 Greenwich Street, New York, NY 10286. |
|
***** |
Principal business address is 2 Hanson Place, Brooklyn, NY 11217 |
|
† |
Principal business address is 100 Saint Paul Street Denver, CO 80206 |
|
†† |
Principal business address is 500 Ross Street, Pittsburgh, PA 15262-0001 |
|
††† |
Principal business address is 160 Queen Victoria Street, London, England, Greater London EC4V4LA |
|
+ |
Principal business address is 19 Vreeland Road Florham Park, NJ 07932 |
|
++ |
Principal business address is 1 Boston Place, Boston, MA 02108-4407 |
Item 33. Location of Accounts and Records
1. The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
2. BNY Mellon Investment Servicing (US), Inc.
4400 Computer Drive
Westborough, Massachusetts 01581
3. BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286
4.
BNY Mellon Investment Adviser, Inc.
200 Park Avenue
New York, New York 10166
5. BNY Mellon Investment Adviser, Inc.
2 Hanson Place
Brooklyn, New York 11217
Item 34. Management Services
Not Applicable
Item 35. Undertakings
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 12 th day of June 2019.
Dreyfus Government Cash Management Funds
|
BY: |
/s/ Renee LaRoche-Morris * |
|
Renee LaRoche-Morris, PRESIDENT |
|
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
|
Signatures |
Title |
Date |
||
|
/s/ Renee LaRoche-Morris * |
President (Principal Executive Officer) |
6/12/19 |
||
|
Renee LaRoche-Morris |
||||
|
/s/ James Windels * |
Treasurer (Principal Financial Officer and Accounting Officer) |
6/12/19 |
||
|
James Windels |
||||
|
/s/ Joseph S. DiMartino * |
Chairman of the Board |
6/12/19 |
||
|
Joseph S. DiMartino |
||||
|
/s/ Francine J. Bovich * |
Board Member |
6/12/19 |
||
|
Francine J. Bovich |
||||
|
/s/ J. Charles Cardona * |
Board Member |
6/12/19 |
||
|
J. Charles Cardona |
||||
|
/s/ Gordon J. Davis * |
Board Member |
6/12/19 |
||
|
Gordon J. Davis |
||||
|
/s/ Isabel P. Dunst * |
Board Member |
6/12/19 |
||
|
Isabel P. Dunst |
||||
|
/s/ Robin A. Melvin * |
Board Member |
6/12/19 |
||
|
Robin A. Melvin |
||||
|
/s/ Nathan Leventhal * |
Board Member |
6/12/19 |
||
|
Nathan Leventhal |
||||
|
/s/ Roslyn M. Watson * |
Board Member |
6/12/19 |
||
|
Roslyn M. Watson |
||||
|
|
||||
|
/s/ Benaree Pratt Wiley * |
Board Member |
6/12/19 |
||
|
|
|
|
||
|
Benaree Pratt Wiley |
|
|
||
|
* BY: |
/s/ Deirdre Cunnane |
|
Deirdre Cunnane
|
INDEX OF EXHIBITS
Exhibits
|
(d) |
Management Agreement between the Registrant and BNY Mellon Investment Adviser, Inc., dated as of August 24, 1994, amended as of June 3, 2019. |
|
MANAGEMENT AGREEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
240 Greenwich Street
New York, New York 10286
August 24, 1994
Amended as of June 3, 2019
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, New York 10286
Ladies and Gentlemen:
The above-named investment company (the "Fund") consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in each Series' Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as the Fund's investment adviser.
In connection with your serving as investment adviser to the Fund, it is understood that from time to time you will employ or associate with yourself such person or persons as you may believe to be particularly fitted to assist you in the performance of this Agreement. Such person or persons may be officers or employees of both you and the Fund. The compensation of such person or persons shall be paid by you and no obligation may be incurred on the Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's Board, you will provide investment management of each Series' portfolio in accordance with such Series' investment objectives, policies and limitations as stated in the relevant Series' Prospectus and Statement of Additional Information as from time to time in effect. In connection therewith, you will obtain and provide investment research and will supervise each Series' investments and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' assets. You will furnish to the Fund such statistical information, with respect to the investments which a Series may hold or contemplate purchasing, as the Fund may reasonably request. The Fund wishes to be informed of important developments materially affecting any Series' portfolio and shall expect you, on your own initiative, to furnish to the Fund from time to time such information as you may believe appropriate for this purpose.
In addition, you will supply office facilities (which may be in your own offices), data processing services, clerical, accounting and bookkeeping services, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; prepare reports to each Series' stockholders, tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; calculate the net asset value of each Series' shares; and generally assist in all aspects of the Fund's operations. You shall have the right, at your expense, to engage other entities to assist you in performing some or all of the obligations set forth in this paragraph, provided each such entity enters into an agreement with you in form and substance reasonably satisfactory to the Fund. You agree to be liable for the acts or omissions of each such entity to the same extent as if you had acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the services to be provided to the Fund hereunder and the Fund agrees as an inducement to your undertaking the same that you shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund or one or more Series, provided that nothing herein shall be deemed to protect or purport to protect you against any liability to the Fund or a Series or to its security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to this Agreement, the Fund will pay you on the first business day of each month a fee at the rate set forth opposite each Series' name on Schedule 1 hereto. Net asset value shall be computed on such days and at such time or times as described in the Series' then-current Prospectus and Statement of Additional Information. The fee for the period from the date of the commencement of the public sale of a Series' shares to the end of the month during which such sale shall have been commenced shall be pro-rated according to the proportion which such period bears to the full monthly period, and upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of each Series' net assets shall be computed in the manner specified in the Series' then-current Prospectus and Statement of Additional Information for the computation of the value of each Series' net assets.
You will bear all expenses in connection with the performance of your services under this Agreement. All other expenses to be incurred in the operation of the Fund will be borne by the Fund, except to the extent specifically assumed by you. The expenses to be borne by the Fund include, without limitation, the following: organizational costs, taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of you or any affiliate of you, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Fund's existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders' reports and meetings, and any extraordinary expenses.
As to each Series, if in any fiscal year the aggregate expenses of such Series (including fees pursuant to this Agreement, but excluding interest, taxes, brokerage and, with the prior written consent of the necessary state securities commissions, extraordinary expenses) exceed 1-1/2% of the average value of such Series' net assets for the fiscal year, the Fund may deduct from the fees to be paid hereunder, or you will bear, such excess expense. Your obligation pursuant hereto will be limited to the amount of your fees hereunder. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis.
The Fund understands that you now act, and that from time to time hereafter you may act, as investment adviser to one or more other investment companies and fiduciary or other managed accounts, and the Fund has no objection to your so acting, provided that when the purchase or sale of securities of the same issuer is suitable for the investment objectives of two or more companies or accounts managed by you which have available funds for investment, the available securities will be allocated in a manner believed by you to be equitable to each company or account. It is recognized that in some cases this procedure may adversely affect the price paid or received by one or more Series or the size of the position obtainable for or disposed of by one or more Series.
In addition, it is understood that the persons employed by you to assist in the performance of your duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict your right or the right of any of your affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.
You shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or a Series in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement. Any person, even though also your officer, director, partner, employee or agent, who may be or become an officer, Board member, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund, to be rendering such services to or acting solely for the Fund and not as your officer, director, partner, employee or agent or one under your control or direction even though paid by you.
As to each Series, this Agreement shall continue until the date set forth opposite such Series' name on Schedule 1 hereto (the "Reapproval Date") and thereafter shall continue automatically for successive annual periods ending on the day of each year set forth opposite the Series' name on Schedule 1 hereto (the "Reapproval Day"), provided such continuance is specifically approved at least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in the Investment Company Act of 1940, as amended) of such Series' outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Fund's Board members who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. As to each Series, this Agreement is terminable without penalty, on 60 days' notice, by the Fund's Board or by vote of holders of a majority of such Series' outstanding voting securities or, upon not less than 90 days' notice, by you. This Agreement also will terminate automatically, as to the relevant Series, in the event of its assignment (as defined in said Act).
The Fund recognizes that from time to time your directors, officers and employees may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name "Dreyfus" or "BNY Mellon" as part of their name, and that your corporation or its affiliates may enter into investment advisory or other agreements with such other entities. If you cease to act as the Fund's investment adviser, the Fund agrees that, at your request, the Fund will take all necessary action to change the name of the Fund to a name not including "Dreyfus" in any form or combination of words.
No provision of this Agreement may be changed, waived or discharged unless signed in writing by the parties hereto. This Agreement shall be governed by the laws of the State of New York, without regard to the conflict of law principles thereof, provided that nothing herein shall be construed in a manner inconsistent with the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended. This Agreement may be executed in several counterparts, each of which shall be deemed an original for all purposes, including judicial proof of the terms hereof, and all of which together shall constitute and be deemed one and the same agreement. Nothing in this Agreement shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived. If any one or more of the provisions of this Agreement shall be held contrary to express law or against public policy, or shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remainder of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.
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 or the affected Series, as the case may be, and shall not be binding upon any Board member, officer or shareholder of the Fund individually.
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
By: /s/ Renee LaRoche-Morris
Name: Renee LaRoche-Morris
Title: President
Accepted:
BNY MELLON INVESTMENT ADVISER, INC.
By: /s/ James Bitetto
Name: James Bitetto
Title: Secretary