Securities Act File No. 333-250171
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
¨ Pre-Effective Amendment No. ý Post-Effective Amendment No. 1
(Check appropriate box or boxes)
__________________________________________________________________
dreyfus government cash management funds
(Exact Name of Registrant as Specified in its Charter)
Registrant’s Telephone Number, including Area Code: (212) 922-6000
c/o BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, New York 10286
(Address of Principal Executive Offices)
Jeff Prusnofsky, Esq.
c/o BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, New York 10286
(Name and Address of Agent for Service)
COPY TO:
David Stephens, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
__________________________________________________________________
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”).
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 (12) to Item 16 to the Registration Statement |
This Post-Effective Amendment is being filed solely to file an opinion and consent of counsel as to tax matters in connection with the reorganization of General Government Securities Money Market Fund, a series of General Government Securities Money Market Funds, Inc., with and into Dreyfus Government Cash Management, a series of the Registrant, as Exhibit (12) to Item 16 to this Registration Statement on Form N-14 (the “Registration Statement”).
Parts A and B of Pre-Effective Amendment No. 1 to the Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on December 18, 2020 and the definitive versions thereof filed with the SEC on December 23, 2020 pursuant to Rule 497 under the Securities Act, are incorporated by reference herein.
dreyfus government cash management FUNDS
PART C
OTHER INFORMATION
| Item 15 | Indemnification. |
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| | The response to this item is incorporated by reference to Item 30 of Part C of Post-Effective Amendment No. 69 to the Registrant’s Registration Statement on Form N-1A (the “Registration Statement”), filed on November 16, 2020 (“Post-Effective Amendment No. 69”). |
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| Item 16 | Exhibits. |
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| (1)(a) | Registrant’s Amended and Restated Agreement and Declaration of Trust, dated January 6, 1994, is incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 52 to the Registration Statement, filed May 27, 2015. |
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| (1)(b) | Certificate of Amendment, dated April 7, 2016, is incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 57 to the Registration Statement, filed May 26, 2017 (“Post-Effective Amendment No. 57”). |
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| (1)(c) | Articles of Amendment, dated January 30, 1998, is incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 59 to the Registration Statement, filed May 29, 2018 (“Post-Effective Amendment No. 59”). |
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| (1)(d) | Certificate of Amendment, dated July 27, 2017, is incorporated by reference to Exhibit (a)(4) of Post-Effective Amendment No. 59. |
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| (1)(e) | Certificate of Amendment, dated November 10, 2020, is incorporated by reference to Exhibit (a)(5) of Post-Effective Amendment No. 69. |
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| (2) | Registrant’s Amended and Restated By-Laws, dated July 1, 2011, is incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 43 to the Registration Statement, filed on May 26, 2011 (“Post-Effective Amendment No. 43”). |
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| (3) | Not Applicable. |
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| (4) | Agreement and Plan of Reorganization is incorporated by reference to the definitive version of the Prospectus/Proxy Statement included in the Registrant’s Registration Statement on Form N-14 filed on December 18, 2020 (the “N-14 Registration Statement”) (File No. 333-250171), filed pursuant to Rule 497 under the Securities Act of 1933, as amended (the “Securities Act”), on December 23, 2020. |
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| (5) | Reference is made to Exhibits (1) and (2) hereof. |
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| (6) | Management Agreement between the Registrant and BNY Mellon Investment Adviser, Inc., dated August 24, 1994, amended as of June 3, 2019, is incorporated by reference to Exhibit (d) of Post-Effective Amendment No. 63 to the Registration Statement, filed on June 12, 2019. |
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| (7)(a) | Amended and Restated Distribution Agreement between the Registrant and BNY Mellon Securities Corporation, dated as of June 3, 2019, is incorporated by reference to Exhibit (e)(1) of Post-Effective Amendment No. 65 to the Registration Statement, filed on May 28, 2020 (“Post-Effective Amendment No. 65”). |
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| (7)(b) | Form of Service Agreement is incorporated by reference to Exhibit (e)(2) of Post-Effective Amendment No. 55 to the Registration Statement, filed May 27, 2016. |
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| (7)(c) | Form of Broker-Dealer Selling Agreement, is incorporated by reference to Exhibit (e)(3) of Post-Effective Amendment No. 65. |
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| (7)(d) | Form of Bank Selling Agreement, is incorporated by reference to Exhibit (e)(4) of Post-Effective Amendment No. 65. |
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| (8) | Not Applicable. |
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| (9)(a) | Custody Agreement between the Registrant and The Bank of New York Mellon, dated January 1, 2011, is incorporated by reference to Exhibit (g)(1) of Post-Effective Amendment No. 43. |
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| (9)(b) | Amendment to the Custody Agreement between the Registrant and The Bank of New York Mellon, dated October 1, 2013, is incorporated by reference to Exhibit (g)(2) of Post-Effective Amendment No. 50 to the Registration Statement, filed on May 28, 2014. |
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| (9)(c) | Second Amendment to Custody Agreement between the Registrant and The Bank of New York Mellon, dated December 22, 2016, is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 57. |
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| (9)(d) | Sub-Custodian Agreement, dated June 11, 1986, is incorporated by reference to Exhibit (8)(b) of Post-Effective Amendment No. 17 to the Registration Statement, filed on October 25, 1995. |
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| (9)(e) | Form of Subcustodial Undertaking is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 42 to the Registration Statement, filed on May 28, 2010. |
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| (10) | Form of Rule 18f-3 Plan is incorporated by reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the N-14 Registration Statement, filed on December 18, 2020 (“Pre-Effective Amendment No. 1”). |
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| (11) | Opinion and Consent of Registrant’s counsel is incorporated by reference to Exhibit (11) of Pre-Effective Amendment No. 1. |
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| (12) | Opinion and Consent of counsel regarding tax matters.* |
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| (13)(a) | Shareholder Services Plan is incorporated by reference to Exhibit (13)(a) of Pre-Effective Amendment No. 1. |
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| (13)(b) | Transfer Agency Agreement between the Registrant and BNY Mellon Transfer, Inc. (formerly, Dreyfus Transfer, Inc.), dated May 29, 2012, is incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 47 to the Registration Statement, filed on September 17, 2012. |
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| (13)(c) | Administrative Services Plan is incorporated by reference to Exhibit (13)(c) of Pre-Effective Amendment No. 1. |
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| (14) | Consent of Ernst & Young LLP, the independent registered public accounting firm of the Registrant and General Government Securities Money Market Funds, Inc., is incorporated by reference to Exhibit (14) of Pre-Effective Amendment No. 1. |
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| (15) | Not Applicable. |
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| (16) | Power of Attorney is incorporated by reference to Exhibit (16) of Pre-Effective Amendment No. 1. |
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________________________
* Filed herewith.
| Item 17. | Undertakings. |
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| (1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
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| (2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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, State of New York, on the 5th day of May, 2021.
| | DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS By: /s/ David DiPetrillo
David DiPetrillo, 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 indicated on May 5, 2021.
| Signatures | | Title | |
| | | | |
| /s/ David DiPetrillo | | President (Principal Executive Officer) | |
| David DiPetrillo | | | |
| | | | |
| /s/ James Windels* | | Treasurer (Principal Financial Officer and Accounting Officer) | |
| James Windels | | | |
| | | | |
| /s/ Joseph S. DiMartino* | | Chairman of the Board | |
| Joseph S. DiMartino | | | |
| | | | |
| /s/ Francine J. Bovich* | | Board Member | |
| Francine J. Bovich | | | |
| | | | |
| /s/ J. Charles Cardona* | | Board Member | |
| J. Charles Cardona | | | |
| | | | |
| /s/ Gordon J. Davis* | | Board Member | |
| Gordon J. Davis | | | |
| | | | |
| /s/ Andrew J. Donohue* | | Board Member | |
| Andrew J. Donohue | | | |
| | | | |
| /s/ Isabel P. Dunst* | | Board Member | |
| Isabel P. Dunst | | | |
| | | | |
| /s/ Robin A. Melvin* | | Board Member | |
| Robin A. Melvin | | | |
| | | | |
| /s/ Nathan Leventhal* | | Board Member | |
| Nathan Leventhal | | | |
| | | | |
| /s/ Roslyn M. Watson* | | Board Member | |
| Roslyn M. Watson | | | |
| | | | |
| /s/ Benaree Pratt Wiley* | | Board Member | |
| Benaree Pratt Wiley | | | |
*By: /s/ Jeff Prusnofsky Attorney-in-fact, Jeff Prusnofsky | |
Exhibit Index
