File Nos. 33-25941

                                                                                                                                                                                                                      811-5718

                                                                               SECURITIES AND EXCHANGE COMMISSION

                                                                                                      Washington, D.C. 20549

 

                                                                                                                FORM N‑1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[X]

 

 

 

Pre-Effective Amendment No.

[_]

 

Post‑Effective Amendment No. 40

[X]

 

and/or

 

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

[X]

 

 

 

Amendment No. 40

[X]

 

 

(Check appropriate box or boxes.)

 

DREYFUS TREASURY PRIME CASH MANAGEMENT

 

(Exact Name of Registrant as Specified in Charter)

 

c/o The Dreyfus Corporation

200 Park Avenue, New York, New York 10166

(Address of Principal Executive Offices)(Zip Code)

 

                Registrant's Telephone Number, including Area Code: (212) 922-6000

 

Janette E. Farragher, 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 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 (h)(3) to Item 28 of the Registration Statement.

 

4.        Exhibit (n) to Item 28 to the Registration Statement.

 

This Post-Effective Amendment is being filed solely to file a Transfer Agency Agreement as Exhibit (h)(3) and a revised Rule 18f-3 Plan as Exhibit (n) to Item 28 to this Registration Statement on Form N-1A.

 

Parts A and B of Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A filed on May 30, 2012 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.

DREYFUS TREASURY PRIME CASH MANAGEMENT

PART C. OTHER INFORMATION

_________________________

Item 28.   Exhibits - List

_______   _________________

(a)   Registrant's Amended and Restated Agreement and Declaration of Trust is incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed on September 30, 1993.

(b)   Registrant's Amended and Restated By-Laws is incorporated by reference to Exhibit (b) of Post-Effective No. 36 to the Registration Statement on Form N-1A, filed on May 26, 2011.

(d)   Management Agreement is incorporated by reference to Exhibit (d) of Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A, filed on June 26, 1995.

(e)(1)   Distribution Agreement is incorporated by reference to Exhibit (e)(1) of Post-Effective No. 36 to the Registration Statement on Form N-1A, filed on May 26, 2011.

(e)(2)   Forms of Services Agreement are incorporated by reference to Exhibit (e)(2) of Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A, filed on May 25, 2000.

(e)(3)   Forms of Supplement to Service Agreements is incorporated by reference to Exhibit (e)(3) of Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A, filed on May 29, 2007.

(g)(1)   Custody Agreement is incorporated by reference to Exhibit (g)(1) of Post-Effective No. 36 to the Registration Statement on Form N-1A, filed on May 26, 2011.

(g)(2)   Sub-Custodian Agreement is incorporated by reference to Exhibit (g)(2) of Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A, filed on June 26, 1996.

(h)(1)   Shareholder Services Plan is incorporated by reference to Exhibit (h)(1) of Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A, filed on September 20, 1996.

(h)(2)   Amended and Restated Transfer Agency Agreement is incorporated by reference to Exhibit (h)(2) of Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A, filed on May 30, 2008.

(h)(3)   Transfer Agency Agreement is filed herewith.

 

 

(i)   Opinion and consent of Registrant's counsel is incorporated by reference to Exhibit (i) of Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A, filed on June 26, 1996.

(j)   Consent of Independent Registered Public Accounting Firm is incorporated by reference to Exhibit (j) of Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A, filed on May 30, 2012.

(m)   Rule 12b-1 Service Plan is incorporated by reference to Exhibit (m) of Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A, filed on September 27, 2007.

(n)   Rule 18f-3 Plan, as revised is filed herewith.

(p)(1)   Revised Code of Ethics is incorporated by reference to Exhibit (p)(1) of Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A, filed on May 30, 2008.

(p)(2)   Code of Ethics of the Nonmanagement Board Members is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A, filed on March 31, 2010.

  Other Exhibits

  ______________

(a)   Power of Attorney of the Officers is incorporated by reference to Other Exhibits (a) of Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A, filed on March 31, 2010.

(b)   Certificate of Assistant Secretary is incorporated by reference to Other Exhibits (b) of Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A, filed on March 31, 2010.

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 Eight of the Registrant's Declaration of Trust and any amendments thereto, Article 10 of the Registrant’s Amended and Restated By-Laws and Section 1.10 of the Distribution Agreement.

Item 31(a).   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, and 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. MBSC Securities 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.

Item 31.   Business and Other Connections of Investment Adviser (continued)
    Officers and Directors of Investment Adviser

       

Name and Position
With Dreyfus  

Other Businesses

Position Held

Dates

       

Jonathan Baum
Chief Executive Officer and Chair of the Board

MBSC Securities Corporation ++

Chief Executive Officer
Chairman of the Board

3/08 - Present
3/08 - Present

       

J. Charles Cardona
President and Director

MBSC Securities Corporation ++

Director
Executive Vice President

6/07 – Present
6/07 - Present

       
 

Universal Liquidity Funds plc+

Director

4/06 - Present

       

Diane P. Durnin
Vice Chair and Director

None

   
       

 

 

       

Name and Position
With Dreyfus  

Other Businesses

Position Held

Dates

Robert G. Capone
Director

MBSC Securities Corporation ++

Executive Vice President Director

4/07 - Present
4/07 - Present

 

The Bank of New York Mellon*****

Vice President

2/06 - Present

       

Mitchell E. Harris
Director

Standish Mellon Asset Management Company LLC
Mellon Financial Center
201 Washington Street
Boston, MA 02108-4408

Chairman
Chief Executive Officer
Member, Board of Managers

2/05 – Present
8/04 – Present
10/04 - Present

       
 

Alcentra NY, LLC ++

Manager

1/08 - Present

       
 

Alcentra US, Inc. ++

Director

1/08 - Present

       
 

Alcentra, Inc. ++

Director

1/08 - Present

       
 

BNY Alcentra Group Holdings, Inc. ++

Director

10/07 - Present

       
 

Pareto New York LLC ++

Manager

11/07 - Present

       
 

Standish Ventures LLC
Mellon Financial Center
201 Washington Street
Boston, MA 02108-4408

President
Manager

12/05 - Present
12/05 - Present

       
 

Palomar Management
London, England

Director

12/97 - Present

       
 

Palomar Management Holdings Limited
London, England

Director

12/97 - Present

       
 

Pareto Investment Management Limited
London, England

Director

9/04 - Present

       

Christopher E. Sheldon
Chief Investment Officer, Executive Vice President and Director

Mellon Global Investing Corp. +

Senior Vice President

5/08 - Present

 

BNY Mellon, National Association +

Managing Director

7/09 – Present

 

The Bank of New York Mellon *****

Managing Director

7/09 - Present

       

 

 

       

Name and Position
With Dreyfus  

Other Businesses

Position Held

Dates

Bradley J. Skapyak
Chief Operating Officer and Director

MBSC Securities Corporation ++

Executive Vice President

6/07 - Present

 

The Bank of New York Mellon ****

Senior Vice President

4/07 - Present

       
 

The Dreyfus Family of Funds ++

President

1/10 - Present

       
 

Dreyfus Transfer, Inc. ++

Chairman

Director

Senior Vice President

5/11 - Present

5/10 - Present
5/10 - 5/11

       

Dwight Jacobsen
Executive Vice President and Director

MBSC Securities Corporation ++

Executive Vice President
Director

6/08 – Present
6/08 – Present

       

Cynthia Fryer Steer

Director

None

   
       

Patrice M. Kozlowski
Senior Vice President – Corporate Communications

None

   
       

Gary Pierce
Controller

The Bank of New York Mellon *****

Vice President

7/08 - Present

       
 

BNY Mellon, National Association +

Vice President

7/08 - Present

       
 

Laurel Capital Advisors, LLP +

Chief Financial Officer

5/07 - Present

       
 

MBSC Securities Corporation ++

Director
Chief Financial Officer

6/07 – Present
6/07 - Present

       
 

Founders Asset Management, LLC****

Assistant Treasurer

7/06 - 12/09

 

Dreyfus Consumer Credit
Corporation ++

Treasurer

7/05 - 8/10

       
 

Dreyfus Transfer, Inc. ++

Chief Financial Officer
Treasurer

7/05 - Present
5/11- Present

       
 

Dreyfus Service
Organization, Inc. ++

Treasurer

7/05 – Present

 

 

       

Name and Position
With Dreyfus  

Other Businesses

Position Held

Dates

       
 

Seven Six Seven Agency, Inc. ++

Treasurer

4/99 - Present

       

Joseph W. Connolly
Chief Compliance Officer

The Dreyfus Family of Funds ++

Chief Compliance Officer

10/04 - Present

 

Laurel Capital Advisors, LLP +

Chief Compliance Officer

4/05 - Present

 

BNY Mellon Funds Trust ++

Chief Compliance Officer

10/04 - Present

 

MBSC Securities Corporation ++

Chief Compliance Officer

6/07 – Present

       

Christopher O'Connor
Chief Administrative Officer

MBSC Securities Corporation ++

Executive Vice President
Senior Vice President

12/11 – Present
5/06 – 12/11

       

Gary E. Abbs
Vice President – Tax

The Bank of New York Mellon +

First Vice President and Manager of Tax Compliance

12/96 - Present

 

Dreyfus Service Organization ++

Vice President – Tax

1/09 - Present

       
 

Dreyfus Consumer Credit Corporation ++

Chairman
President

1/09 – 8/10
1/09 – 8/10

       
 

MBSC Securities Corporation ++

Vice President – Tax

1/09 - Present

       

Jill Gill
Vice President –
Human Resources

MBSC Securities Corporation ++

Vice President

6/07 – Present

 

The Bank of New York Mellon *****

Vice President

7/08 – Present

       
 

BNY Mellon, National Association +

Vice President

7/08 - Present

       

Joanne S. Huber
Vice President – Tax

The Bank of New York Mellon +

State & Local Compliance Manager

7/07 - Present

       
 

Dreyfus Service Organization ++

Vice President – Tax

1/09 – Present

       
 

Dreyfus Consumer Credit Corporation ++

Vice President – Tax

1/09 – 8/10

 

 

       

Name and Position
With Dreyfus  

Other Businesses

Position Held

Dates

       
 

MBSC Securities Corporation ++

Vice President – Tax

1/09 – Present

       

Anthony Mayo
Vice President – Information Systems

None

   
       

John E. Lane
Vice President

A P Colorado, Inc. +

Vice President – Real Estate and Leases

8/07 - Present

 

A P East, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

A P Management, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

A P Properties, Inc. +

Vice President – Real Estate and Leases

8/07 - Present

 

Allomon Corporation +

Vice President– Real Estate and Leases

8/07 - Present

 

AP Residential Realty, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

AP Wheels, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

BNY Mellon, National Association +

Vice President – Real Estate and Leases

7/08 - Present

 

Citmelex Corporation +

Vice President– Real Estate and Leases

8/07 - Present

 

Eagle Investment Systems LLC
65 LaSalle Road
West Hartford, CT 06107

Vice President– Real Estate and Leases

8/07 - Present

 

East Properties Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

FSFC, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

Holiday Properties, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

MBC Investments Corporation +

Vice President– Real Estate and Leases

8/07 - Present

 

MBSC Securities Corporation ++

Vice President– Real Estate and Leases

8/07 - Present

 

MELDEL Leasing Corporation Number 2, Inc. +

Vice President– Real Estate and Leases

7/07 - Present

 

 

       

Name and Position
With Dreyfus  

Other Businesses

Position Held

Dates

 

Mellon Bank Community Development Corporation +

Vice President– Real Estate and Leases

11/07 - Present

 

Mellon Capital Management Corporation +

Vice President– Real Estate and Leases

8/07 - Present

 

Mellon Financial Services Corporation #1 +

Vice President– Real Estate and Leases

8/07 - Present

 

Mellon Financial Services Corporation #4 +

Vice President – Real Estate and Leases

7/07 - Present

 

Mellon Funding Corporation +

Vice President– Real Estate and Leases

12/07 - Present

 

Mellon Holdings, LLC +

Vice President– Real Estate and Leases

12/07 - Present

 

Mellon International Leasing Company +

Vice President– Real Estate and Leases

7/07 - Present

 

Mellon Leasing Corporation +

Vice President– Real Estate and Leases

7/07 - Present

 

Mellon Ventures, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

Melnamor Corporation +

Vice President– Real Estate and Leases

8/07 - Present

 

MFS Leasing Corp. +

Vice President– Real Estate and Leases

7/07 - Present

 

MMIP, LLC +

Vice President– Real Estate and Leases

8/07 - Present

 

Pareto New York LLC ++

Vice President– Real Estate and Leases

10/07 - Present

 

Pontus, Inc. +

Vice President– Real Estate and Leases

7/07 - Present

 

Promenade, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

RECR, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

Technology Services Group, Inc.*****

Senior Vice President

6/06 - Present

       
 

Tennesee Processing Center LLC*****

Managing Director

5/08 - Present

       
 

Texas AP, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

 

 

       

Name and Position
With Dreyfus  

Other Businesses

Position Held

Dates

 

The Bank of New York Mellon*****

Vice President – Real Estate and Leases

7/08 - Present

 

The Bank of New York Mellon Corporation*****

Executive Vice President

8/07 - Present

       
 

Trilem, Inc. +

Vice President– Real Estate and Leases

8/07 - Present

       

Kathleen Geis
Vice President

BNY Mellon, National Association +

Managing Director

7/09 - Present

 

BNY Mellon Distributors Holdings, Inc. +

Vice President -
Real Estate

7/11 - Present

 

BNY Mellon Investment
Servicing (US) Inc. +

Vice President -
Real Estate

7/11 - Present

 

BNY Mellon Performance & Risk Analytics, LLC +

Vice President -
Real Estate

7/11 - Present

 

BNY Mellon Trust Company of Illinois +

Vice President -
Real Estate

7/11 - Present

 

BNY Mellon Trust of Delaware +

Vice President -
Real Estate

7/11 - Present

 

Eagle Investment Systems LLC +

Vice President -
Real Estate

7/11 - Present

 

Ivy Asset Management LLC +

Vice President -
Real Estate

7/11 - Present

 

Mellon Capital Management Corporation ***

Vice President -
Real Estate

7/11 - Present

 

Mellon Financial Services

Corporation #1 +

Vice President -
Real Estate

7/11 - Present

 

Mellon Holdings LLC +

Vice President -
Real Estate

7/11 - Present

 

Mellon Investor Services LLC +

Vice President -
Real Estate

7/11 - Present

 

Pareto New York LLC *****

Vice President -
Real Estate

7/11 - Present

 

SourceNet Solutions, Inc. +

Vice President -
Real Estate

7/11 - Present

 

Technology Services Group, Inc. +

Vice President -
Real Estate

7/11 - Present

 

 

       

Name and Position
With Dreyfus  

Other Businesses

Position Held

Dates

 

Tennessee Processing Center LLC +

Vice President -
Real Estate

7/11 - Present

 

The Bank of New York Mellon Trust Company, National Association +

Vice President -
Real Estate

7/11 - Present

 

Alcentra US, Inc. ++

Vice President -
Real Estate

7/11 - Present

 

BNY Mellon Capital Markets LLC ++

Vice President -
Real Estate

7/11 - Present

 

Pershing LLC *****

Vice President -
Real Estate

7/11 - Present

 

The Bank of New York Mellon +

Managing Director

7/09 - Present

 

MBNA Institutional PA Services, LLC +

Managing Director
Senior Vice President

7/09 - Present
10/06 - 7/09

       

Dean M. Steigauf
Vice President

BNY Mellon, National Association +

Vice President

7/09 - Present

 

BNY Mellon Distributors Holdings, Inc. +

Vice President -
Real Estate

7/11 - Present

 

BNY Mellon Investment
Servicing (US) Inc. +

Vice President -
Real Estate

7/11 - Present

 

BNY Mellon Performance & Risk Analytics, LLC +

Vice President -
Real Estate

7/11 - Present

 

BNY Mellon Trust Company of Illinois +

Vice President -
Real Estate

7/11 - Present

 

BNY Mellon Trust of Delaware +

Vice President -
Real Estate

7/11 - Present

 

Eagle Investment Systems LLC +

Vice President -
Real Estate

7/11 - Present

 

Ivy Asset Management LLC +

Vice President -
Real Estate

7/11 - Present

 

Mellon Capital Management Corporation ***

Vice President -
Real Estate

7/11 - Present

 

Mellon Financial Services

Corporation #1 +

Vice President -
Real Estate

7/11 - Present

 

Mellon Holdings LLC +

Vice President -
Real Estate

7/11 - Present

 

Mellon Investor Services LLC +

Vice President -
Real Estate

7/11 - Present

 

 

       

Name and Position
With Dreyfus  

Other Businesses

Position Held

Dates

 

Pareto New York LLC *****

Vice President -
Real Estate

7/11 - Present

 

SourceNet Solutions, Inc. +

Vice President -
Real Estate

7/11 - Present

 

Technology Services Group, Inc. +

Vice President -
Real Estate

7/11 - Present

 

Tennessee Processing Center LLC +

Vice President -
Real Estate

7/11 - Present

 

The Bank of New York Mellon Trust Company, National Association +

Vice President -
Real Estate

7/11 - Present

 

Alcentra US, Inc. ++

Vice President -
Real Estate

7/11 - Present

 

BNY Mellon Capital Markets LLC ++

Vice President -
Real Estate

7/11 - Present

 

Pershing LLC *****

Vice President -
Real Estate

7/11 - Present

 

The Bank of New York Mellon +

Vice President

12/02 - Present

       

James Bitetto
Secretary

The Dreyfus Family of Funds ++

Vice President and Assistant Secretary

8/05 - Present

       
 

MBSC Securities Corporation ++

Assistant Secretary

6/07 - Present

       
 

Dreyfus Service Organization, Inc. ++

Secretary

8/05 - Present

       
 

The Dreyfus Consumer Credit Corporation ++

Vice President

2/02 - 8/10

       
 

Founders Asset Management LLC****

Assistant Secretary

3/09 - 12/09

   

*

The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.

**

The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.

***

The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, California 94104.

****

The address of the business so indicated is 210 University Blvd., Suite 800, Denver, Colorado 80206.

*****

The address of the business so indicated is One Wall Street, New York, New York 10286.

+

The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.

 

 

   

++

The address of the business so indicated is 200 Park Avenue, New York, New York 10166.

+++

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 White Clay Center, Route 273, Newark, Delaware 19711.

+++++

The address of the business so indicated is 4005 Kennett Pike, Greenville, DE 19804.

     

Item 32.   Principal Underwriters

  (a)   Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor:

1.  

Advantage Funds, Inc.

 

2.  

BNY Mellon Funds Trust

 

3.  

CitizensSelect Funds

 

4.  

Dreyfus Appreciation Fund, Inc.

 

5.  

Dreyfus BASIC Money Market Fund, Inc.

 

6.  

Dreyfus BASIC U.S. Mortgage Securities Fund

 

7.  

Dreyfus Bond Funds, Inc.

 

8.  

Dreyfus Cash Management

 

9.  

Dreyfus Funds, Inc.

 

10.  

The Dreyfus Fund Incorporated

 

11.  

Dreyfus Government Cash Management Funds

 

12.  

Dreyfus Growth and Income Fund, Inc.

 

13.  

Dreyfus Index Funds, Inc.

 

14.  

Dreyfus Institutional Cash Advantage Funds

 

15.  

Dreyfus Institutional Preferred Money Market Funds

 

16.  

Dreyfus Institutional Reserves Funds

 

17.  

Dreyfus Intermediate Municipal Bond Fund, Inc.

 

18.  

Dreyfus International Funds, Inc.

 

19.  

Dreyfus Investment Funds

 

20.  

Dreyfus Investment Grade Funds, Inc.

 

21.  

Dreyfus Investment Portfolios

 

22.  

The Dreyfus/Laurel Funds, Inc.

 

23.  

The Dreyfus/Laurel Funds Trust

 

24.  

The Dreyfus/Laurel Tax-Free Municipal Funds

 

25.  

Dreyfus LifeTime Portfolios, Inc.

 

26.  

Dreyfus Liquid Assets, Inc.

 

 

 

   

27.  

Dreyfus Manager Funds I

28.  

Dreyfus Manager Funds II

29.  

Dreyfus Massachusetts Municipal Money Market Fund

30.  

Dreyfus Midcap Index Fund, Inc.

31.  

Dreyfus Money Market Instruments, Inc.

32.  

Dreyfus Municipal Bond Opportunity Fund

33.  

Dreyfus Municipal Cash Management Plus

34.  

Dreyfus Municipal Funds, Inc.

35.  

Dreyfus Municipal Money Market Fund, Inc.

36.  

Dreyfus New Jersey Municipal Bond Fund, Inc.

37.  

Dreyfus New Jersey Municipal Money Market Fund, Inc.

38.  

Dreyfus New York AMT-Free Municipal Bond Fund

39.  

Dreyfus New York AMT-Free Municipal Money Market Fund

40.  

Dreyfus New York Municipal Cash Management

41.  

Dreyfus New York Tax Exempt Bond Fund, Inc.

42.  

Dreyfus Opportunity Funds

43.  

Dreyfus Pennsylvania Municipal Money Market Fund

44.  

Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc.

45.  

Dreyfus Premier GNMA Fund, Inc.

46.  

Dreyfus Premier Investment Funds, Inc.

47.  

Dreyfus Premier Short-Intermediate Municipal Bond Fund

48.  

Dreyfus Premier Worldwide Growth Fund, Inc.

49.  

Dreyfus Research Growth Fund, Inc.

50.  

Dreyfus State Municipal Bond Funds

51.  

Dreyfus Stock Funds

52.  

Dreyfus Short-Intermediate Government Fund

53.  

The Dreyfus Socially Responsible Growth Fund, Inc.

54.  

Dreyfus Stock Index Fund, Inc.

55.  

Dreyfus Tax Exempt Cash Management Funds

56.  

The Dreyfus Third Century Fund, Inc.

57.  

Dreyfus Treasury & Agency Cash Management

58.  

Dreyfus Treasury Prime Cash Management

59.  

Dreyfus U.S. Treasury Intermediate Term Fund

60.  

Dreyfus U.S. Treasury Long Term Fund

 

 

   

61.  

Dreyfus 100% U.S. Treasury Money Market Fund

62.  

Dreyfus Variable Investment Fund

63.  

Dreyfus Worldwide Dollar Money Market Fund, Inc.

64.  

General California Municipal Money Market Fund

65.  

General Government Securities Money Market Funds, Inc.

66.  

General Money Market Fund, Inc.

67.  

General Municipal Money Market Funds, Inc.

68.  

General New York Municipal Money Market Fund

69.  

Strategic Funds, Inc.

     

(b)

   

Name and principal
Business address

Positions and offices with the Distributor

Positions and Offices with Registrant

Jon R. Baum*

Chairman of the Board

None

Ken Bradle**

Chief Executive Officer, President and Director

None

Robert G. Capone****

Executive Vice President and Director

None

J. Charles Cardona*

Executive Vice President and Director

Executive Vice President (Money Market Funds Only)

Sue Ann Cormack**

Executive Vice President

None

John M. Donaghey***

Executive Vice President and Director

None

Dwight D. Jacobsen*

Executive Vice President and Director

None

Mark A. Keleher*****

Executive Vice President

None

James D. Kohley***

Executive Vice President

None

William H. Maresca*

Executive Vice President and Director

None

Timothy M. McCormick*

Executive Vice President

None

David K. Mossman***

Executive Vice President

None

Christopher D. O'Connor*

Executive Vice President and Director

None

Irene Papadoulis**

Executive Vice President

None

Matthew Perrone**

Executive Vice President

None

Bradley J. Skapyak*

Executive Vice President

President

Bill E. Sappingon*

Executive Vice President and Director

None

Gary Pierce*

Chief Financial Officer and Director

None

Tracy Hopkins*

Senior Vice President

None

Mercedez Katz**

Senior Vice President

None

 

 

     

(b)

   

Name and principal
Business address

Positions and offices with the Distributor

Positions and Offices with Registrant

Mary T. Lomasney****

Senior Vice President

None

Barbara A. McCann****

Senior Vice President

None

Christine Carr Smith*****

Senior Vice President

None

Kathleen DeNicholas*

Chief Legal Officer and Secretary

None

Joseph W. Connolly*

Chief Compliance Officer (Investment Advisory Business)

Chief Compliance Officer

Stephen Storen*

Chief Compliance Officer

Anti-Money Laundering Compliance Officer

Matthew D. Connolly*

Anti-Money Laundering Officer

None

Maria Georgopoulos*

Vice President – Facilities Management

None

Stewart Rosen*

Vice President – Facilities Management

None

Karin L. Waldmann*

Privacy Officer

None

Gary E. Abbs***

Vice President – Tax

None

Timothy I. Barrett**

Vice President

None

Gina DiChiara*

Vice President

None

Jill Gill*

Vice President

None

Joanne S. Huber***

Vice President – Tax

None

John E. Lane******

Vice President

None

Kathleen Geis******

Vice President

None

Dean M. Steigauf******

Vice President

None

Donna M. Impagliazzo**

Vice President – Compliance

None

Anthony Nunez*

Vice President – Finance

None

Claudine Orloski***

Vice President – Tax

None

William Schalda*

Vice President

None

John Shea*

Vice President – Finance

None

Christopher A. Stallone**

Vice President

None

Susan Verbil*

Vice President – Finance

None

William Verity*

Vice President – Finance

None

James Windels*

Vice President

Treasurer

James Bitetto*

Assistant Secretary

Vice President and
Assistant Secretary

James D. Muir*

Assistant Secretary

None

Barbara J. Parrish***

Assistant Secretary

None

 

 

     

(b)

   

Name and principal
Business address

Positions and offices with the Distributor

Positions and Offices with Registrant

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 One Mellon Bank Center, Pittsburgh, PA 15258.

****

Principal business address is One Boston Place, Boston, MA 02108.

*****

Principal business address is 50 Fremont Street, Suite 3900, San Francisco, CA 94104.

******

Principal business address is 101 Barclay Street, New York 10286.

Item 33.   Location of Accounts and Records

    1.   The Bank of New York Mellon
      One Wall Street
      New York, New York 10286

2.   The Bank of New York Mellon
    One Mellon Bank Center
    Pittsburgh, Pennsylvania 15258

    3.   BNY Mellon Investment Servicing (US), Inc.
      4400 Computer Drive
      Westborough, MA 01581

    4.   The Dreyfus Corporation
      200 Park Avenue
      New York, New York 10166  

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, 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, and State of New York on the 17th day of September 2012.

Dreyfus Treasury Prime Cash Management

   

BY:

/s/ Bradley J. Skapyak*

 

Bradley J. Skapyak, 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/ Bradley J. Skapyak*

 

President (Principal Executive Officer)

 

09/17/2012

Bradley J. Skapyak

       

/s/ James Windels*

 

Treasurer (Principal Financial
and Accounting Officer)

 

09/17/2012

James Windels

       

/s/ Joseph S. DiMartino*

 

Chairman of the Board

 

09/17/2012

Joseph S. DiMartino

       

/s/ Isabel P. Dunst*

 

Board Member

 

09/17/2012

Isabel P. Dunst

       

/s/ Robin A. Melvin*

 

Board Member

 

09/17/2012

Robin A. Melvin

       

/s/ Philip L. Toia*

 

Board Member

 

09/17/2012

Philip L. Toia

       

/s/ Roslyn M. Watson*

 

Board Member

 

09/17/2012

Roslyn M. Watson

       

/s/ Benaree P. Wiley*

 

Board Member

 

09/17/2012

Benaree P. Wiley

       
   

*BY:

/s/ John B. Hammalian

 

John B. Hammalian
Attorney-in-Fact

INDEX OF EXHIBITS

Exhibits

 

   

(h)(3)

Transfer Agency Agreement.

(n)

Rule 18f-3 Plan, as revised.

   

 

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