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Dreyfus Institutional Liquidity Funds – ‘N-CSR’ for 11/30/19

On:  Wednesday, 1/29/20, at 11:57am ET   ·   Effective:  1/29/20   ·   For:  11/30/19   ·   Accession #:  1717375-20-2   ·   File #:  811-23296

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Certified Annual Shareholder Report by an Investment Company   —   Form N-CSR
Filing Table of Contents

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‘N-CSR’   —   Annual Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
4A Letter from the President of
5Discussion of Fund Performance
7Understanding Your Fund's Expenses
"Comparing Your Fund's Expenses
8Statement of Investments
11Statement of Assets and Liabilities
12Statement of Operations
13Statement of Changes in Net Assets
14Financial Highlights
15Notes to Financial Statements
21Report of Independent Registered
22Important Tax Information
23Board Members Information
26Officers of the Fund

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number

811-23296

 

 

 

Dreyfus Institutional Liquidity 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)

 

 

 

 

 

Bennett A. MacDougall, Esq.

240 Greenwich Street

New York, New York  10286

 

 

(Name and address of agent for service)

 

 

Registrant's telephone number, including area code: 

(212) 922-6400

 

 

Date of fiscal year end:

 

11/30

 

Date of reporting period:

11/30/19

 

 

 

 

             

 

FORM N-CSR

Item 1.             Reports to Stockholders.

 


 
   

Dreyfus Treasury and Agency Liquidity Money Market Fund

ANNUAL REPORT

November 30, 2019

 

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Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.bnymellonim.com/us and sign up for eCommunications. It’s simple and only takes a few minutes.

 

The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds.

 

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value

 

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Contents

THE FUND

   

A Letter from the President of

 

BNY Mellon Investment Adviser, Inc.

2

Discussion of Fund Performance

3

Understanding Your Fund’s Expenses

5

Comparing Your Fund’s Expenses

 

With Those of Other Funds

5

Statement of Investments

6

Statement of Assets and Liabilities

9

Statement of Operations

10

Statement of Changes in Net Assets

11

Financial Highlights

12

Notes to Financial Statements

13

Report of Independent Registered

 

Public Accounting Firm

19

Important Tax Information

20

Board Members Information

21

Officers of the Fund

24

FOR MORE INFORMATION

 

Back Cover

 

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Dreyfus Treasury and Agency Liquidity Money Market Fund

 

The Fund

A LETTER FROM THE PRESIDENT OF BNY MELLON INVESTMENT ADVISER, INC.

Dear Shareholder:

We are pleased to present this annual report for Dreyfus Treasury and Agency Liquidity Money Market Fund, covering the 12-month period from December 1, 2018 through November 30, 2019. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

In December 2018, stocks experienced a sharp sell-off, as it appeared that the U.S. Federal Reserve (the “Fed”) would maintain its hawkish stance on monetary policy. In January 2019, a pivot in stance from the Fed helped stimulate a rebound across equity markets that continued into the second quarter. Escalating trade tensions disrupted equity markets again in May. The dip was short-lived, as markets rose once again in June and July of 2019, when a trade deal appeared more likely, and the pace of U.S. economic growth remained steady. Nevertheless, concerns over slowing global growth persisted, resulting in bouts of market volatility in August 2019. Stocks rebounded in September and continued an upward path through most of October 2019, supported in part by central bank policy and consistent consumer spending. Near the end of the period, an announcement by President Trump that the first phase of a trade deal with China had been achieved sent U.S. markets to record highs.

In fixed-income markets, a risk-off mentality prevailed to start the period, fueled in part by equity market volatility. A flight to quality supported price increases for U.S. Treasuries, which continued through the end of 2018, leading to a flattening yield curve. After the Fed’s supportive statements in January 2019, other developed-market central banks followed suit and reiterated their abilities to bolster flagging growth by continuing accommodative policies. After taking into account the 25-basis-point increase in December 2018, there was a net decrease of 50 basis points in the federal funds rate during the reporting period. Rates across much of the Treasury curve saw a slight increase during the month of November. However, demand for fixed-income instruments during much of the reporting period was strong, which helped to support positive bond market returns.

We believe that over the near term, the outlook for the U.S. remains positive, but we will monitor relevant data for any signs of a change. As always, we encourage you to discuss the risks and opportunities in today’s investment environment with your financial advisor.

Thank you for your continued confidence and support.

Sincerely,

Renee LaRoche-Morris
President
BNY Mellon Investment Adviser, Inc.
December 16, 2019

2

 

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DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from December 1, 2018 through November 30, 2019, as provided by Thomas Riordan, Portfolio Manager

Market and Fund Performance Overview

For the 12-month period ended November 30, 2019, Dreyfus Treasury and Agency Liquidity Money Market Fund produced a yield of 2.19%. Taking into account the effects of compounding, the fund produced an effective yield of 2.21%.1

Yields of money market instruments declined over the reporting period, as the Federal Reserve Board (the “Fed”) raised interest rates once and cut rates three times.

The Fund’s Investment Approach

The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. The fund pursues its investment objective by investing only in U.S. Treasury securities, repurchase agreements collateralized solely by U.S. Treasury securities or securities issued by U.S. government agencies that are backed by the full faith and credit of the U.S. government, and cash. The fund is a money market fund subject to the maturity, quality, liquidity and diversification requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended, and seeks to maintain a stable share price of $1.00.

The fund is a “government money market fund,” as that term is defined in Rule 2a-7, and as such is required to invest at least 99.5% of its total assets in securities issued or guaranteed as to principal and interest by the U.S. government or its agencies or instrumentalities, repurchase agreements collateralized solely by cash and/or government securities, and cash. The fund normally invests at least 80% of its net assets in U.S. Treasury securities and repurchase agreements collateralized solely by U.S. Treasury securities or securities issued by U.S. government agencies that are backed by the full faith and credit of the U.S. government (i.e., under normal circumstances, the fund will not invest more than 20% of its net assets in cash or repurchase agreements collateralized by cash), and typically invests exclusively in such securities.

Economy Slows, Federal Reserve Cuts Interest Rates

At the beginning of the reporting period, the U.S. economy was relatively strong and labor markets were healthy, while core inflation, which excludes food and energy prices, remained subdued. By the end of the period, concerns about the global economy and its possible effect on U.S. growth had prompted the Fed to cut the federal funds rate three times, bringing it to a range of 1.50 – 1.75%, as concerns eased about an imminent slowdown.

After the rate hike in December 2018, Fed Chairman Jerome Powell made it clear in January 2019 that the Fed would alter its tightening plans if the outlook for growth were to weaken. While the U.S. economy continued to expand, global growth continued to slow, with particular weakness appearing in the manufacturing sector in Europe, as indicated by purchasing managers’ indexes.

3

 

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DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

By March 2019, a slowing global economy and mixed domestic economic data had led the Fed to back off plans for further rate hikes during the year. Major central banks in other developed markets also implemented more supportive policies.

Despite trade tensions with China, the U.S. economy remained strong relative to other developed economies but slowed relative to its pace in 2018. Gross domestic product grew by 2.0% in the second quarter of 2019 and 2.1% in the third quarter. This followed growth rates of 3.1% in the first quarter and 2.9% for full-year 2018.

The labor market generally remained strong throughout the reporting period, though somewhat weaker than in 2018. Job creation averaged 184,000 during the period, down from 219,000 a year earlier. The low occurred in February 2019, with 56,000, and the high came in January 2019, with 312,000. The unemployment rate remained steady, varying between 3.5% and 4.0%. Wage growth continued to be relatively strong, remaining at or above 3.0%, year-over- year, during the reporting period.

Despite steady economic growth, a strong labor market and rising wages, inflation remained subdued. The “core” Personal Consumption Expenditures (PCE) Price Index, which excludes volatile food and energy prices, stayed below the Fed’s 2.0% target until the third quarter of 2019. As prospects brightened for an interim U.S.-China trade agreement, and the Fed cut interest rates, fears of a growth slowdown eased, economic data became more positive and the core PCE Price Index hit 2.1%, the highest since the first quarter of 2018.

Fed Likely to Leave Rates Unchanged

With core inflation remaining near the Fed’s target rate, the Fed announced that it will leave rates unchanged for an extended period. Given this environment, we have maintained the fund’s weighted average maturity in a range that is modestly shorter than industry averages. As always, we have retained our longstanding focus on quality and liquidity.

December 16, 2019

1 Effective yield is based upon dividends declared daily and reinvested monthly. Past performance is no guarantee of future results. Yields fluctuate.

You could lose money by investing in a money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The BNY Mellon Investment Adviser, Inc. has no legal obligation to provide financial support to the fund, and you should not expect that BNY Mellon Investment Adviser, Inc. will provide financial support to the fund at any time.

Although the fund’s board has no current intention to impose a fee upon the sale of shares or temporarily suspend redemptions if the fund’s liquidity falls below certain levels, the board reserves the ability to do so after providing at least 60 days prior written notice to shareholders.

4

 

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UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Treasury and Agency Liquidity Money Market Fund from June 1, 2019 to November 30, 2019. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

       

Expenses and Value of a $1,000 Investment

 

Assume actual returns for the six months ended November 30, 2019

 

 

 

 

 

 

 

 

 

Expense paid per $1,000

$.45

 

Ending value (after expenses)

$1,010.20

 

COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS
(Unaudited)

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (“SEC”) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

       

Expenses and Value of a $1,000 Investment

 

Assuming a hypothetical 5% annualized return for the six months ended November 30, 2019

 

 

 

 

 

 

 

 

 

Expense paid per $1,000

$.46

 

Ending value (after expenses)

$1,024.62

 

†   Expenses are equal to the fund’s annualized expense ratio of .09%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

5

 

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STATEMENT OF INVESTMENTS
November 30, 2019

             
 

U.S. Treasury Bills - 31.5%

Annualized
Yield (%)

 

Principal
Amount ($)

 

Value ($)

 

12/5/2019

1.95

 

150,000,000

a

149,968,000

 

12/10/2019

1.68

 

42,000,000

a

41,982,570

 

12/12/2019

1.58

 

250,000,000

a

249,880,833

 

12/24/2019

1.59

 

300,000,000

a

299,700,042

 

1/2/2020

2.07

 

500,000,000

a

499,095,556

 

2/27/2020

1.85

 

125,000,000

a

124,443,889

 

3/19/2020

1.89

 

990,000,000

a

984,447,207

 

3/26/2020

1.91

 

250,000,000

a

248,493,611

 

Total U.S. Treasury Bills
(cost $2,598,011,708)

       

2,598,011,708

 

U.S. Treasury Notes - 8.3%


 


     

2/15/2020

3.63

 

286,000,000

 

287,169,994

 

2/29/2020

1.25

 

57,000,000

 

56,952,538

 

2/29/2020

2.25

 

164,000,000

 

164,265,740

 

4/30/2020

2.38

 

180,000,000

 

180,583,079

 

Total U.S. Treasury Notes
(cost $688,971,351)

       

688,971,351

 

U.S. Treasury Floating Rate Notes - 11.4%


 


     

12/3/2019, 3 Month U.S. T-BILL +.05%

1.61

 

203,000,000

b

202,806,001

 

12/3/2019, 3 Month U.S. T-BILL +.12%

1.68

 

200,000,000

b

199,943,481

 

12/3/2019, 3 Month U.S. T-BILL +.14%

1.71

 

265,000,000

b

264,999,660

 

12/3/2019, 3 Month U.S. T-BILL +.22%

1.79

 

135,000,000

b

134,938,141

 

12/10/2019, 3 Month U.S. T-BILL +.30%

1.87

 

136,084,000

b

136,293,141

 

Total U.S. Treasury Floating Rate Notes
(cost $938,980,424)

       

938,980,424

 

Repurchase Agreements - 48.8%


 


     

Canadian Imperial Bank of Commerce , Tri-Party Agreement thru BNY Mellon, dated 11/4/2019, due at 12/6/2019 in the amount of $550,767,556 (fully collateralized by: original par of $540,321,800, U.S. Treasuries (including strips), 0.25%-3.75%, due 12/31/20-5/15/48, valued at $561,000,045)

1.57

 

550,000,000

 

550,000,000

 

6

 

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Repurchase Agreements - 48.8% (continued)

Annualized
Yield (%)

 

Principal
Amount ($)

 

Value ($)

 

Canadian Imperial Bank of Commerce , Tri-Party Agreement thru BNY Mellon, dated 11/7/2019, due at 12/6/2019 in the amount of $200,256,167 (fully collateralized by: original par of $187,601,600, U.S. Treasuries (including strips), 0.13%-3.63%, due 12/15/20-5/15/49, valued at $204,000,019)

1.59

 

200,000,000

 

200,000,000

 

Canadian Imperial Bank of Commerce , Tri-Party Agreement thru BNY Mellon, dated 11/29/2019, due at 12/2/2019 in the amount of $250,033,750 (fully collateralized by: original par of $240,170,900, U.S. Treasuries (including strips), 0.38%-3.00%, due 12/15/20-2/15/47, valued at $255,000,011)

1.62

 

250,000,000

 

250,000,000

 

Credit Agricole CIB , Tri-Party Agreement thru BNY Mellon, dated 11/29/2019, due at 12/2/2019 in the amount of $407,054,945 (fully collateralized by: original par of $398,106,776, U.S. Treasuries (including strips), 0.00%-8.75%, due 12/3/19-11/15/49, valued at $415,140,003)

1.62

 

407,000,000

 

407,000,000

 

Daiwa Capital Markets America , Tri-Party Agreement thru BNY Mellon, dated 11/29/2019, due at 12/2/2019 in the amount of $300,040,500 (fully collateralized by: original par of $303,801,997, U.S. Treasuries (including strips), 0.00%-5.25%, due 12/12/19-2/15/45, valued at $306,000,000)

1.62

 

300,000,000

 

300,000,000

 

MUFG Securities (Canada) , Tri-Party Agreement thru BNY Mellon, dated 11/29/2019, due at 12/2/2019 in the amount of $1,070,144,450 (fully collateralized by: original par of $1,061,156,200, U.S. Treasuries (including strips), 0.00%-3.13%, due 2/29/20-11/15/28, valued at $1,091,400,076)

1.62

 

1,070,000,000

 

1,070,000,000

 

Natixis , Tri-Party Agreement thru BNY Mellon, dated 11/1/2019, due at 12/3/2019 in the amount of $500,693,333 (fully collateralized by: original par of $476,083,070, U.S. Treasuries (including strips), 0.00%-7.25%, due 12/12/19-11/15/48, valued at $510,000,007)

1.56

 

500,000,000

 

500,000,000

 

7

 

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STATEMENT OF INVESTMENTS (continued)

             
 

Repurchase Agreements - 48.8% (continued)

Annualized
Yield (%)

 

Principal
Amount ($)

 

Value ($)

 

Natixis , Tri-Party Agreement thru BNY Mellon, dated 11/29/2019, due at 12/2/2019 in the amount of $400,054,000 (fully collateralized by: original par of $372,569,171, U.S. Treasuries (including strips), 0.00%-7.25%, due 12/15/19-11/15/48, valued at $408,000,000)

1.62

 

400,000,000

 

400,000,000

 

Nomura Securities International , Tri-Party Agreement thru BNY Mellon, dated 11/29/2019, due at 12/2/2019 in the amount of $350,047,250 (fully collateralized by: original par of $362,756,780, U.S. Treasuries (including strips), 0.00%-8.00%, due 11/30/19-5/15/49, valued at $357,000,000)

1.62

 

350,000,000

 

350,000,000

 

Total Repurchase Agreements
(cost $4,027,000,000)

       

4,027,000,000

 

Total Investments (cost $8,252,963,483)

 

100.0%

 

8,252,963,483

 

Liabilities, Less Cash and Receivables

 

.0%

 

(2,082,042)

 

Net Assets

 

100.0%

 

8,250,881,441

 


a
 Security is a discount security. Income is recognized through the accretion of discount.

b Variable rate security—rate shown is the interest rate in effect at period end. Date shown represents the earlier of the next interest reset date or ultimate maturity date.

   

Portfolio Summary (Unaudited)

Value (%)

U.S. Treasury Securities

51.2

Repurchase Agreements

48.8

 

100.0

 Based on net assets.

See notes to financial statements.

8

 

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STATEMENT OF ASSETS AND LIABILITIES
November 30, 2019

             

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments
(including repurchase agreements of $4,027,000,000)
—Note 1(b)

8,252,963,483

 

8,252,963,483

 

Interest receivable

 

7,668,543

 

Prepaid expenses

 

 

 

 

12,440

 

 

 

 

 

 

8,260,644,466

 

Liabilities ($):

 

 

 

 

Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 2(b)

 

598,771

 

Cash overdraft due to Custodian

 

 

 

 

8,999,948

 

Trustees’ fees and expenses payable

 

104,339

 

Other accrued expenses

 

 

 

 

59,967

 

 

 

 

 

 

9,763,025

 

Net Assets ($)

 

 

8,250,881,441

 

Composition of Net Assets ($):

 

 

 

 

Paid-in capital

 

 

 

 

8,250,914,668

 

Total distributable earnings (loss)

 

 

 

 

(33,227)

 

Net Assets ($)

 

 

8,250,881,441

 

         

Shares Outstanding

 

 

(unlimited number of $.001 par value shares of Beneficial Interest authorized)

8,250,914,668

 

Net Asset Value Per Share ($)

 

1.00

 

 

 

 

 

 

See notes to financial statements.

 

 

 

 

9

 

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STATEMENT OF OPERATIONS
Year Ended November 30, 2019

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Interest Income

 

 

212,053,276

 

Expenses:

 

 

 

 

Management fee—Note 2(a)

 

 

7,448,674

 

Trustees’ fees and expenses—Note 2(c)

 

 

618,576

 

Custodian fees—Note 2(b)

 

 

128,536

 

Professional fees

 

 

87,446

 

Prospectus and shareholders’ reports

 

 

7,839

 

Registration fees

 

 

1,156

 

Shareholder servicing costs—Note 2(b)

 

 

82

 

Miscellaneous

 

 

87,395

 

Total Expenses

 

 

8,379,704

 

Investment Income—Net

 

 

203,673,572

 

Net Realized Gain (Loss) on Investments—Note 1(b) ($)

(33,227)

 

Net Increase in Net Assets Resulting from Operations

 

203,640,345

 

 

 

 

 

 

 

 

See notes to financial statements.

         

10

 

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STATEMENT OF CHANGES IN NET ASSETS

                   

 

 

 

 

Year Ended November 30,

 

 

 

 

2019

 

2018a

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

203,673,572

 

 

 

163,165,414

 

Net realized gain (loss) on investments

 

(33,227)

 

 

 

10,256

 

Net Increase (Decrease) in Net Assets
Resulting from Operations

203,640,345

 

 

 

163,175,670

 

Distributions ($):

 

Distributions to shareholders

 

 

(203,683,828)

 

 

 

(163,165,414)

 

Beneficial Interest Transactions ($1.00 per share):

 

Net proceeds from shares sold

 

 

92,912,095,533

 

 

 

132,532,850,660

 

Cost of shares redeemed

 

 

(94,515,857,519)

 

 

 

(122,678,274,006)

 

Increase (Decrease) in Net Assets
from Beneficial Interest Transactions

(1,603,761,986)

 

 

 

9,854,576,654

 

Total Increase (Decrease) in Net Assets

(1,603,805,469)

 

 

 

9,854,586,910

 

Net Assets ($):

 

Beginning of Period

 

 

9,854,686,910

 

 

 

100,000

 

End of Period

 

 

8,250,881,441

 

 

 

9,854,686,910

 

 

 

 

 

 

 

 

 

 

 

From December 18, 2017 (commencement of operations) to November 30, 2018.

 


See notes to financial statements.

               

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FINANCIAL HIGHLIGHTS

The following table describes the performance for the fiscal periods indicated. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund’s financial statements.

             
             
       

Year Ended November 30,

 
       

2019

2018a

 

Per Share Data ($):

           

Net asset value,
beginning of period

     

1.00

1.00

 

Investment Operations:

           

Investment income—net

     

.022

.016

 

Distributions:

           

Dividends from investment income—net

     

(.022)

(.016)

 

Net asset value, end of period

     

1.00

1.00

 

Total Return (%)

     

2.21

1.63b

 

Ratio of total expenses
to average net assets

     

.09

.10c

 

Ratio of net expenses
to average net assets

     

.09

.08c

 

Ratio of net investment income
to average net assets

     

2.19

1.69c

 

Net Assets, end of period ($ x 1,000)

     

8,250,881

9,854,687

 

a From December 18, 2017 (commencement of operations) to November 30, 2018.
b Not annualized.
c Annualized.

See notes to financial statements.

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NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Treasury and Agency Liquidity Money Market Fund (the “fund”) is the sole series of Dreyfus Institutional Liquidity Funds (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified open-end management investment company. The fund’s investment objective is to seek as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. The fund is managed by Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc. (the “Adviser”), the fund’s investment adviser and a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”). BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold to the public without a sales charge.

Effective June 3, 2019, The Dreyfus Corporation, the fund’s investment adviser, changed its name to “BNY Mellon Investment Adviser, Inc.”, MBSC Securities Corporation, the fund’s distributor, changed its name to “BNY Mellon Securities Corporation” and Dreyfus Transfer, Inc., the fund’s transfer agent, changed its name to “BNY Mellon Transfer, Inc.”

The fund operates as a “government money market fund” as that term is defined in Rule 2a-7 under the Act. It is the fund’s policy to maintain a constant net asset value (“NAV”) per share of $1.00 and 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 constant NAV per share of $1.00.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these

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NOTES TO FINANCIAL STATEMENTS (continued)

arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: Investments in securities are valued at amortized cost in accordance with Rule 2a-7 under the Act. If amortized cost is determined not to approximate fair market value, the fair value of the portfolio securities will be determined by procedures established by and under the general oversight of the Company’s Board of Trustees (the “Board”).

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected within Level 2 of the fair value hierarchy.

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The following is a summary of the inputs used as of November 30, 2019 in valuing the fund’s investments:

   

Valuation Inputs

Short-Term Investments ($)

Level 1 - Unadjusted Quoted Prices

-

Level 2 - Other Significant Observable Inputs

8,252,963,483

Level 3 - Significant Unobservable Inputs

-

Total

8,252,963,483

 See Statement of Investments for additional detailed categorizations, if any.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Interest income, adjusted for accretion of discount and amortization of premium on investments, is earned from settlement date and is recognized on the accrual basis. Realized gains and losses from securities transactions are recorded on the identified cost basis.

The fund may enter into repurchase agreements with financial institutions, deemed to be creditworthy by the Adviser, subject to the seller’s agreement to repurchase and the fund’s agreement to resell such securities at a mutually agreed upon price. Pursuant to the terms of the repurchase agreement, such securities must have an aggregate market value greater than or equal to the terms of the repurchase price plus accrued interest at all times. If the value of the underlying securities falls below the value of the repurchase price plus accrued interest, the fund will require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults on its repurchase obligation, the fund maintains its right to sell the underlying securities at market value and may claim any resulting loss against the seller. The collateral is held on behalf of the fund by the tri-party administrator with respect to any tri-party agreement. The fund may also jointly enter into one or more repurchase agreements with other funds managed by the Adviser in accordance with an exemptive order granted by the SEC pursuant to section 17(d) and Rule 17d-1 under the Act. Any joint repurchase agreements must be collateralized fully by U.S. Government securities.

(c) Dividends and distributions 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 gains, 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 of 1986, as amended (the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains.

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NOTES TO FINANCIAL STATEMENTS (continued)

(d) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended November 30, 2019, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended November 30, 2019, the fund did not incur any interest or penalties.

The tax year in the two-year period ended November 30, 2019 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At November 30, 2019, the components of accumulated earnings on a tax basis were substantially the same as for financial reporting purposes.

The fund is permitted to carry forward capital losses for an unlimited period. Furthermore, capital loss carryovers retain their character as either short-term or long-term capital losses.

The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to November 30, 2019. The fund has $33,227 of long-term capital losses which can be carried forward for an unlimited period.

The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2019 and November 30, 2018 were all ordinary income.

At November 30, 2019, 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).

(e) New Accounting Pronouncements: Effective June 1, 2019, the fund adopted Accounting Standards Update 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization On Purchased Callable Debt Securities (“ASU 2017-08”). The update shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date.

Also effective June 1, 2019, the fund adopted Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value

16

 

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Measurement (“ASU 2018-13”). The update provides guidance that modifies certain disclosure requirements for fair value measurements. The adoption of ASU 2017-08 and ASU 2018-13 had no impact on the operations of the fund for the period ended November 30, 2019.

NOTE 2—Management Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with the Adviser, the management fee is computed at the annual rate of .08% of the value of the fund’s average daily net assets and is payable monthly.

(b) The fund has an arrangement with the transfer agent whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency fees and the fund has an arrangement with the custodian to receive interest income or be charged an overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset in the Statement of Operations.

The fund compensates BNY Mellon Transfer, Inc., a wholly-owned subsidiary of the Adviser, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2019, the fund was charged $78 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations.

The fund compensates The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2019, the fund was charged $128,536 pursuant to the custody agreement.

During the period ended November 30, 2019, the fund was charged $11,659 for services performed by the Chief Compliance Officer and his staff. These fees are included in Miscellaneous in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $586,540, custodian fees of $10,040 and Chief Compliance Officer fees of $2,174 and transfer agency fees of $17.

17

 

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NOTES TO FINANCIAL STATEMENTS (continued)

(c) Each Board member also serves as a Board member of other funds in the BNY Mellon Family of Funds complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Dreyfus Treasury and Agency Liquidity Money Market Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Dreyfus Treasury and Agency Liquidity Money Market Fund (the “Fund”) (the sole fund constituting Dreyfus Institutional Liquidity Funds), including the statement of investments, as of November 30, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets and the financial highlights for the year ended November 30, 2019 and the period from December 18, 2017 (commencement of operations) through November 30, 2018 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (the sole fund constituting Dreyfus Institutional Liquidity Funds) at November 30, 2019, the results of its operations for the year then ended, the changes in its net assets and its financial highlights for the year ended November 30, 2019 and the period from December 18, 2017 (commencement of operations) through November 30, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more investment companies in the BNY Mellon Family of Funds since at least 1957, but we are unable to determine the specific year.

New York, New York
January 28, 2020

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IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes the fund hereby reports 100% of ordinary income dividends paid during the fiscal period ended November 30, 2019 as qualifying interest related dividends.

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BOARD MEMBERS INFORMATION (Unaudited)
INDEPENDENT BOARD MEMBERS

Joseph S. DiMartino (76)
Chairman of the Board (2017)
Principal Occupation During Past 5 Years:

· Corporate Director and Trustee (1995-Present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997-Present)

No. of Portfolios for which Board Member Serves: 120

———————

Francine J. Bovich (68)
Board Member (2017)
Principal Occupation During Past 5 Years:

· Trustee, The Bradley Trusts, private trust funds (2011-Present)

Other Public Company Board Memberships During Past 5 Years:

· Annaly Capital Management, Inc., a real estate investment trust, Director (2014-Present)

No. of Portfolios for which Board Member Serves: 70

———————

J. Charles Cardona (64)
Board Member (2014)
Principal Occupation During Past 5 Years:

· President of the Adviser (2008-2016)

· Chairman (2013-2016) and Executive Vice President (1997-2013) of the Distributor

Other Public Company Board Memberships During Past 5 Years:

· BNY Mellon Liquidity Funds, Chairman and Director (2019-Present)

No. of Portfolios for which Board Member Serves: 33

———————

Gordon J. Davis (78)
Board Member (2017)
Principal Occupation During Past 5 Years:

· Partner in the law firm of Venable LLP (2012-Present)

Other Public Company Board Memberships During Past 5 Years:

· Consolidated Edison, Inc., a utility company, Director (1989-2014)

· The Phoenix Companies, Inc., a life insurance company, Director (2000-2014)

No. of Portfolios for which Board Member Serves: 53

———————

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BOARD MEMBERS INFORMATION (Unaudited) (continued)
INDEPENDENT BOARD MEMBERS (continued)

Andrew J. Donohue (69)
Board Member (2019)
Principal Occupation During Past 5 Years:

· Of Counsel, Shearman & Sterling LLP (2017-2019)

· Chief of Staff to the Chair of the SEC (2015-2017)

· Managing Director and Investment Company General Counsel of Goldman Sachs (2012-2015)

Other Public Company Board Memberships During Past 5 Years:

· Oppenheimer Funds (58 funds), Director (2017-2019)

No. of Portfolios for which Board Member Serves: 56

———————

Isabel P. Dunst (72)
Board Member (2017)
Principal Occupation During Past 5 Years:

· Senior Counsel, Hogan Lovells LLP (2018-2019); Of Counsel (2015-2018); Partner (1990-2014)

No. of Portfolios for which Board Member Serves: 33

———————

Nathan Leventhal (76)
Board Member (2017)
Principal Occupation During Past 5 Years:

· President Emeritus of Lincoln Center for the Performing Arts (2001-Present)

· President of the Palm Beach Opera (2016-Present)

· Chairman of the Avery Fisher Artist Program, Lincoln Center (1997-2014)

Other Public Company Board Memberships During Past 5 Years:

· Movado Group, Inc., a public company that designs, sources, markets and distributes watches Director (2003-Present)

No. of Portfolios for which Board Member Serves: 47

———————

Robin A. Melvin (56)
Board Member (2017)
Principal Occupation During Past 5 Years:

· Co-chairman, Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois (2014-Present); Board member (2013-Present)

No. of Portfolios for which Board Member Serves: 97

———————

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Roslyn M. Watson (70)
Board Member (2017)
Principal Occupation During Past 5 Years:

· Principal, Watson Ventures, Inc., a real estate investment company (1993-Present)

Other Public Company Board Memberships During Past 5 Years:

· American Express Bank, FSB, Director (1993-2018)

No. of Portfolios for which Board Member Serves: 56

———————

Benaree Pratt Wiley (73)
Board Member (2017)
Principal Occupation During Past 5 Years:

· Principal, The Wiley Group, a firm specializing in strategy and business development (2005-Present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2008-Present)

· Blue Cross Blue Shield of Massachusetts, Director (2004-Present)

No. of Portfolios for which Board Member Serves: 76

———————

The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

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OFFICERS OF THE FUND (Unaudited)

RENEE LAROCHE-MORRIS, President since May 2019.

President and a director of BNY Mellon Investment Adviser, Inc. since January 2018. She is an officer of 63 investment companies (comprised of 120 portfolios) managed by the Adviser. She is 48 years old and has been an employee of BNY Mellon since 2003.

JAMES WINDELS, Treasurer since November 2001.

Director- BNY Mellon Fund Administration, and an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. He is 61 years old and has been an employee of the Adviser since April 1985.

BENNETT A. MACDOUGALL, Chief Legal Officer since October 2015.

Chief Legal Officer of the Adviser and Associate General Counsel and Managing Director of BNY Mellon since June 2015; Director and Associate General Counsel of Deutsche Bank – Asset & Wealth Management Division from June 2005 to June 2015, and as Chief Legal Officer of Deutsche Investment Management Americas Inc. from June 2012 to May 2015. He is an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. He is 48 years old and has been an employee of the Adviser since June 2015.

DAVID DIPETRILLO, Vice President since May 2019.

Head of North America Product, BNY Mellon Investment Management since January 2018, Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017; Head of US Retail Product and Channel Marketing, BNY Mellon Investment Management from January 2014 to December 2015. He is an officer of 63 investment companies (comprised of 120 portfolios) managed by the Adviser. He is 41 years old and has been an employee of BNY Mellon since 2005.

JAMES BITETTO, Vice President since August 2005 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Adviser, and an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. He is 53 years old and has been an employee of the Adviser since December 1996.

SONALEE CROSS, Vice President and Assistant Secretary since March 2018.

Counsel of BNY Mellon since October 2016; Associate at Proskauer Rose LLP from April 2016 to September 2016; Attorney at EnTrust Capital from August 2015 to February 2016; Associate at Sidley Austin LLP from September 2013 to August 2015. She is an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. She is 32 years old and has been an employee of the Adviser since October 2016.

DEIRDRE CUNNANE, Vice President and Assistant Secretary since March 2019.

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018; Trustee Associate at BNY Mellon Trust Company (Ireland) Limited from August 2013 to February 2016. She is an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. She is 29 years old and has been an employee of the Adviser since August 2018.

SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.

Managing Counsel of BNY Mellon since December 2017, Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. She is 44 years old and has been an employee of the Adviser since March 2013.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. He is 54 years old and has been an employee of the Adviser since October 1990.

PETER M. SULLIVAN, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon, and an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 2004.

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NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.

Managing Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to December 2019; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory, LLC from November 2015 to May 2016 and Assistant General Counsel at RCS Advisory Services from July 2014 to November 2015. She is an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. She is 34 years old and has been an employee of the Adviser since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager - BNY Mellon Fund Administration, and an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. He is 51 years old and has been an employee of the Adviser since April 1991.

ROBERT S. ROBOL, Assistant Treasurer since August 2003.

Senior Accounting Manager- BNY Mellon Fund Administration, and an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. He is 55 years old and has been an employee of the Adviser since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since August 2005.

Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 64 investment companies (comprised of 143 portfolios) managed by the Adviser. He is 52 years old and has been an employee of the Adviser since November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the Adviser, the BNY Mellon Family of Funds and BNY Mellon Funds Trust (64 investment companies, comprised of 143 portfolios). He is 62 years old and has served in various capacities with the Adviser since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016.

Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since January 2016; from May 2015 to December 2015, Interim Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust and the Distributor; from January 2012 to May 2015, AML Surveillance Officer of the Distributor. She is an officer of 57 investment companies (comprised of 136 portfolios) managed by the Adviser. She is 51 years old and has been an employee of the Distributor since 1997.

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For More Information

Dreyfus Treasury and Agency Liquidity Money Market Fund
240 Greenwich Street
New York, NY 10286

Adviser
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, NY 10286

Custodian
The Bank of New York Mellon
240 Greenwich StreetNew York, NY 10286

Transfer Agent &
Dividend Disbursing Agent
BNY Mellon Transfer, Inc.
240 Greenwich Street
New York, NY 10286

Distributor
BNY Mellon Securities Corporation
240 Greenwich Street
New York, NY 10286

   

Ticker Symbol:

DTLXX

Telephone Call your representative or 1-800-373-9387

Mail BNY Mellon Family of Funds to: BNY Mellon Institutional Services, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144

E-mail Send your request to instserv@bnymellon.com

Internet Access Dreyfus Money Market Funds at www.dreyfus.com

The fund will disclose daily, on www.dreyfus.com, the fund’s complete schedule of holdings as of the end of the previous business day. The schedule of holdings will remain on the website for a period of five months. The fund files a monthly schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-MFP. The fund’s Forms N-MFP are available on the SEC’s website at www.sec.gov.

Information regarding how the fund voted proxies related to portfolio securities for the most recent 12-month period ended June 30 is available at www.dreyfus.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

   

© 2020 BNY Mellon Securities Corporation
4123AR1119

 

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Item 2.             Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.

Item 3.             Audit Committee Financial Expert.

The Registrant's Board has determined that Joseph S. DiMartino, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC").  Joseph S. DiMartino is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.

Item 4.             Principal Accountant Fees and Services.

 

(a)  Audit Fees.  The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $35,222 in 2018 and $36,339 in 2019.

 

(b)  Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $6,939 in 2018 and $8,112 in 2019.  These services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

 

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2018 and $0 in 2019.

 

(c)  Tax Fees.  The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $3,526 in 2018 and $3,653 in 2019.  These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.  The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $0 in 2018 and $0 in 2019.

 


 

(d)  All Other Fees.  The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2018 and $1 in 2019.  These services consisted of a review of the Registrant's anti-money laundering program.

 

The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were $0 in 2018 and $0 in 2019. 

 

(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration.  The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services.  Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence.  Pre-approvals pursuant to the Policy are considered annually.

(e)(2) Note. None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $673,321 in 2018 and $700,014 in 2019. 

 

Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.

 

Item 5.             Audit Committee of Listed Registrants.

                        Not applicable. 

Item 6.             Investments.

(a)                    Not applicable.

Item 7.             Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

                        Not applicable. 

Item 8.             Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.  

Item 9.             Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.

                        Not applicable. 


 

Item 10.           Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures applicable to Item 10.

Item 11.           Controls and Procedures.

(a)        The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b)        There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. 

Item 12.           Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13.           Exhibits.

(a)(1)    Code of ethics referred to in Item 2.

(a)(2)    Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(a)(3)    Not applicable.

(b)        Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dreyfus Institutional Liquidity Funds

By:       /s/ Renee LaRoche-Morris

            Renee LaRoche-Morris

            President (Principal Executive Officer)

 

Date:    January 27, 2020

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By:       /s/ Renee LaRoche-Morris

            Renee LaRoche-Morris

            President (Principal Executive Officer)

 

Date:    January 27, 2020

 

By:       /s/ James Windels

            James Windels

            Treasurer (Principal Financial Officer)

 

Date:    January 24, 2020

 

 

 


 

EXHIBIT INDEX

(a)(1)    Code of ethics referred to in Item 2.

(a)(2)    Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.  (EX-99.CERT)

(b)        Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.  (EX-99.906CERT)


Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘N-CSR’ Filing    Date First  Last      Other Filings
Filed on / Effective on:1/29/20
1/28/2021
1/27/2028
1/24/2028
12/16/1946
For Period end:11/30/19122
6/3/1915
6/1/19718
12/1/1845
11/30/18132124F-2NT,  N-CEN,  N-CSR,  N-MFP2
12/18/171321
 List all Filings 


34 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/26/21  Dreyfus Cash Management           485BPOS     6/01/21   55:18M
 5/26/21  Dreyfus Tax Exempt Cash Mgmt Fds  485BPOS     6/01/21   28:9.8M
 4/29/21  BNY Mellon Inv Funds VII, Inc.    497         4/29/21    1:3.1M
 4/28/21  Dreyfus Liquid Assets, Inc.       485BPOS     4/30/21   21:7.9M
 4/26/21  BNY Mellon Large Cap Secs Fd, Inc 485BPOS     4/30/21   17:6M
 3/30/21  BNY Mellon Inv Funds VII, Inc.    497         3/30/21    1:3.1M                                   Bny Mellon Opportun… Fds
 3/29/21  Dreyfus Inst’l Liquidity Funds    485BPOS     3/31/21   16:5.9M
 3/26/21  Bny Mellon Ultra Short Income Fd  485BPOS     3/31/21   19:7.3M
 1/29/21  BNY Mellon Inv Funds VII, Inc.    497         1/29/21    1:3.2M                                   Gen’l Muni Money Ma… Inc
 1/27/21  Bny Mellon Opportunity Funds      485BPOS     2/01/21   18:6.9M
11/30/20  BNY Mellon Inv Funds VII, Inc.    485BPOS    12/01/20   22:8.5M
11/30/20  BNY Mellon Large Cap Secs Fd, Inc 497        11/30/20    1:3.3M
11/30/20  Bny Mellon Opportunity Funds      485BPOS    12/01/20   17:6.9M
11/23/20  BNY Mellon Inv Funds VII, Inc.    497        11/23/20    1:3.3M
11/20/20  Dreyfus Cash Management           485BPOS    11/23/20   17:6.3M
11/16/20  BNY Mellon Inv Funds VII, Inc.    497        11/16/20    1:3.3M
11/16/20  Dreyfus Gov’t Cash Mgmt Funds     485BPOS    11/16/20   29:10M
11/16/20  Dreyfus Treasury Obligation… Mgmt 485BPOS    11/16/20   29:10M
11/16/20  Dreyfus Treasury Secs Cash Mgmt   485BPOS    11/16/20   29:10M
11/13/20  Dreyfus Gov’t Cash Mgmt Funds     485APOS                6:4.5M
11/13/20  Dreyfus Treasury Obligation… Mgmt 485APOS                6:4.4M
11/13/20  Dreyfus Treasury Secs Cash Mgmt   485APOS                6:4.6M
11/06/20  BNY Mellon Inv Funds VII, Inc.    497        11/06/20    1:3.2M
11/05/20  Dreyfus Inst’l Pfd Money Mar… Fds 485BPOS    11/06/20   20:7.1M
 9/24/20  Dreyfus Cash Management           485APOS9/24/20    2:4.3M                                   Toppan Merrill/FA
 9/21/20  Dreyfus Gov’t Cash Mgmt Funds     485APOS9/21/20    2:4.1M                                   Toppan Merrill/FA
 9/21/20  Dreyfus Treasury Obligation… Mgmt 485APOS                1:4.2M                                   Toppan Merrill/FA
 9/21/20  Dreyfus Treasury Secs Cash Mgmt   485APOS9/21/20    2:4.2M                                   Toppan Merrill/FA
 9/15/20  BNY Mellon Inv Funds VII, Inc.    497         9/15/20    1:3.3M
 9/14/20  BNY Mellon Sustainable US Eq… Inc 485BPOS     9/16/20   11:5.2M
 9/04/20  Dreyfus Inst’l Pfd Money Mar… Fds 485APOS9/04/20    2:3.7M                                   Toppan Merrill/FA
 8/31/20  BNY Mellon Inv Funds VII, Inc.    497         8/31/20    1:3.2M
 8/26/20  Citizensselect Funds              485BPOS     9/01/20    2:4M
 8/25/20  Dreyfus Inst’l Reserves Funds     485BPOS     9/01/20    2:4.5M
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