DEFA14A

PROXY STATEMENT PURSUANT TO SECTION 14 (a)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Filed by the Registrant             [X]

Filed by a Party other than the [_]

Registrant

 

      Check the appropriate box:

 

[_]        Preliminary Proxy Statement

 

[_]        Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

[_ ]       Definitive Proxy Statement

[X]       Definitive Additional Materials

[_]        Soliciting Materials under Rule 14a-12

             

Dreyfus Tax Exempt Cash Management Funds

         -Dreyfus California AMT-Free Municipal Cash Management

-Dreyfus New York AMT-Free Municipal Cash Management

         -Dreyfus Tax Exempt Cash Management

 

            (Name of Registrant as Specified In Its Charter)

            (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (check the appropriate box):

[X]       No fee required.

[ ]         Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)        title of each class of securities to which transaction applies:

 

(2)        Aggregate number of securities to which transaction applies:

 

(3)        Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

 

(4)        Proposed maximum aggregate value of transaction:

 

(5)        Total Fee Paid:

 

 

[_] Fee paid previously with preliminary materials.

 

 

[_]        Check box if any part of the fee is offset as provided by Exchange Act Rule 0- 11(a)(2) and identify the filing for which the offsetting fee was paid previously.

 

            Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)        Amount Previously Paid:

 

(2)        Form, Schedule or Registration Statement No.:

 

 

 

 

(3)        Filing Party:

 

(4)        Date Filed:

 

D. F. King & Co., Inc.

 

Telephone Script

Dreyfus Funds

Special Meeting of Shareholders December 6, 2013

 

Introduction

 

SCREEN 1:

Hello, my name is [STATE YOUR FIRST AND LAST NAME] and I am calling from D.F. King & Co. on behalf of certain Dreyfus  Funds .  May I speak with Mr./Mrs./Ms. [SHAREHOLDER’S LAST NAME]?

[ONCE SHAREHOLDER IS ON THE LINE]

Mr./Mrs. /Ms. [SHAREHOLDER’S LAST NAME] my name is [STATE YOUR FIRST AND LAST NAME] and I’m calling on a recorded line regarding your investment in the [Fund Name] .

Recently, you were mailed a [combined proxy statement] , along with a proxy card or voting instruction form to cast your vote at the upcoming Special Meeting of Shareholders to be held on December 6, 2013 . The tabulator for the Special Meeting has yet to receive your vote. Therefore, I’m calling to ask if you would be willing to vote your shares by telephone with me now?

IF THEY DID NOT RECEIVE PROXY MATERIALS – Help the SHAREHOLDER obtain the materials he/she requires. If a NOBO, give him/her the 800# and have them call back when they receive the materials. If registered, we will send the materials directly. In either case, make sure the address is correct, make any necessary corrections, and code the disposition as “14” or “15”.

 

 

IF YES – The Fund’s Board has approved the proposal and is recommending a vote in favor of the proposal. Would you like to vote your shares as recommended by the Board on the proposal?

Just to confirm, you have voted with the recommendation of the Board on the proposal. Is that correct?

 

IF YES – Thank you. I’ve recorded your vote as recommended by the Board in favor of the proposal. We’ll send a written confirmation of this vote to you at your address of record. For confirmation purposes, please tell me your city, state and zip code?

-    -

 

 

 

If the city, state and zip code are correct:

Thank you for your time and your vote Mr./Mrs./Ms. [SHAREHOLDER’S LAST NAME]. Have a good [DAY/AFTERNOON/EVENING]. END CALL.

If the city, state and/or zip code are NOT correct:

Mr./Mrs./Ms.[SHAREHOLDER’S LAST NAME] the city, state and/or zip code that you just recited for me doesn’t match our records and, therefore, I can’t take your vote by telephone. Instead, I urge you to complete, sign, date and return your proxy card or voting instruction form at your earliest convenience, or vote your shares by touch-tone telephone or on the Internet by following the instructions provided on your proxy card or voting instruction form. Thank you for your time and have a good [DAY/AFTERNOON/EVENING]. END CALL.

IF NO – [REFER TO APPROPRIATE REBUTTAL AND CONCLUDE BY ASKING IF UPON REFLECTION THE SHAREHOLDER WOULD LIKE YOU TO RECORD A VOTE CONSISTENT WITH THE BOARD’S RECOMMENDATION ON THE PROPOSAL.]

 

 

 

IF YES – Thank you. I’ve recorded your vote as recommended by the Board on the proposal. We’ll send written confirmation of this vote to you at your address of record. For confirmation purposes, please tell me your city, state and zip code?

 

If the city, state and zip code are correct:

 

Thank you for your time and your vote Mr./Mrs./Ms. [SHAREHOLDER’S LAST NAME]. Have a good [DAY/AFTERNOON/EVENING]. END CALL.

If the city, state and/or zip code are NOT correct:

Mr./Mrs./Ms.[SHAREHOLDER’S LAST NAME] the city, state and/or zip code that you just recited for me doesn’t match our records and, therefore, I can’t take your vote by telephone. Instead, I urge you to complete, sign, date and return your proxy card or voting instruction form at your earliest convenience, or vote your shares by touch-tone telephone or on the Internet by following the instructions provided on your proxy card or voting instruction form. Thank you for your time and have a good [DAY/AFTERNOON/EVENING]. END CALL.

 

IF STILL NO - Okay, I can still help. Would you like to vote your shares contrary to the recommendation of the Board and against the proposal?

AGAINST PROPOSAL – Thank you. I have recorded your vote against the proposal. We’ll send a written confirmation of this vote to your address of record. For confirmation purposes, please tell me your city, state and zip code.

 

If the city, state and zip code are correct:

 

Thank you for your time and your vote Mr./Mrs./Ms. [SHAREHOLDER’S LAST NAME]. Have a good [DAY/AFTERNOON/EVENING]. END CALL.

If the city, state and/or zip code are NOT correct:

Mr./Mrs./Ms. [SHAREHOLDER’S LAST NAME] the city, state and/or zip code that you just recited for me doesn’t match our records and, therefore, I can’t take your vote by telephone. Instead, I urge you to complete, sign, date and return your proxy card or voting instruction form at your earliest convenience, or vote your shares by touch tone telephone or on the Internet by following the instructions provided on your proxy card or voting instruction form. Thank you for your time and have a good [DAY/AFTERNOON/EVENING]. END CALL.

IF NO (I.E., THEY JUST WON’T VOTE) – I’m sorry for the inconvenience. As a SHAREHOLDER of the Fund on the record date, your vote is very important. If you change your mind and would like us to assist you in voting by telephone, please call us back toll-free at 1-800-431-9629 at any time between 8:00 AM and 10:00 PM (Eastern Standard Time) weekdays or between 11 AM and 6:00 PM on Saturdays. Or you can vote at any time by completing, signing, dating and returning your proxy card or voting instruction form using the postage-paid envelope provided, or by touch-tone telephone or on the Internet by following the instructions provided on your proxy card or voting instruction form. Thank you for your time and have a good [DAY/AFTERNOON/EVENING]. END CALL.

 

 

 

-    -

 

 

 

Dreyfus Funds

 

Special Meeting of Shareholders

December 6, 2013

 

Answering Machine Message

 

 

Hello.  My name is [STATE YOUR FIRST AND LAST NAME] and I am calling from D.F. King & Co. regarding your investment in the [Fund Name] .  You should have recently received proxy materials in the mail concerning the Fund’s Special Meeting of Shareholders to be held on December 6, 2013.  

 

Your vote is important. Please sign, date and promptly mail your proxy card or voting instruction form in the postage-paid envelope provided.

 

Internet or touch-tone telephone voting also is available. Please follow the instructions provided on your proxy card or voting instruction form.

 

If you have any questions, would like to vote or need new proxy materials, please call D.F. King, which is your Fund’s proxy solicitor, at 1-800-431-9629.

  

 

Thank you.