0001741773-24-003344.txt : 20240731
0001741773-24-003344.hdr.sgml : 20240731
20240731120512
ACCESSION NUMBER: 0001741773-24-003344
CONFORMED SUBMISSION TYPE: N-CSRS/A
PUBLIC DOCUMENT COUNT: 23
CONFORMED PERIOD OF REPORT: 20240531
FILED AS OF DATE: 20240731
DATE AS OF CHANGE: 20240731
EFFECTIVENESS DATE: 20240731
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Dreyfus Institutional Liquidity Funds
CENTRAL INDEX KEY: 0001717375
ORGANIZATION NAME:
IRS NUMBER: 000000000
STATE OF INCORPORATION: MA
FILING VALUES:
FORM TYPE: N-CSRS/A
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-23296
FILM NUMBER: 241160737
BUSINESS ADDRESS:
STREET 1: C/O BNY MELLON INVESTMENT ADVISER, INC.
STREET 2: 240 GREENWICH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10286
BUSINESS PHONE: (212) 922-6400
MAIL ADDRESS:
STREET 1: C/O BNY MELLON INVESTMENT ADVISER, INC.
STREET 2: 240 GREENWICH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10286
FORMER COMPANY:
FORMER CONFORMED NAME: Dreyfus Institutional Liquidity Funds, Inc.
DATE OF NAME CHANGE: 20170919
0001717375
S000059809
Dreyfus Treasury and Agency Liquidity Money Market Fund
C000195671
Dreyfus Treasury and Agency Liquidity Money Market Fund
DTLXX
N-CSRS/A
1
ncsrsa.htm
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 number811-23296
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)
Deirdre Cunnane, 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:05/31/2024
FORM N-CSR
Item 1.Reports to Stockholders.
Dreyfus Treasury and Agency
Liquidity Money Market Fund
SEMI-ANNUAL SHAREHOLDER REPORT
MAY 31, 2024
Ticker – DTLXX
This semi-annual shareholder report contains important information
about Dreyfus Treasury and Agency Liquidity Money Market Fund (the “Fund”) for the period of December
1, 2023 to May 31, 2024. You can find additional information about the Fund at www.dreyfus.com/products/mm.html#overview.
You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending
an e-mail request to info@bnymellon.com.
What were the Fund’s
costs for the last six months?
(based on a hypothetical $10,000 investment)
Fund
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Dreyfus
Treasury and Agency Liquidity Money Market Fund
$5
0.09%*
*
Annualized
KEY
FUND STATISTICS (AS OF 5/31/24)
Fund
Size (Millions)
Number
of Holdings
$12,681
10
Not FDIC Insured. Not Bank-Guaranteed. May Lose Value
Portfolio
Holdings (as of 5/31/24)
Allocation of Holdings (Based on Net Assets)
For additional information about the Fund,
including its prospectus, financial information, and portfolio holdings, please visit www.dreyfus.com/products/mm.html#overview.
Dreyfus
Treasury and Agency Liquidity Money Market Fund
SEMI-ANNUAL
FINANCIALS AND OTHER INFORMATION
May 31,
2024
Class
Ticker
Single Share
DTLXX
IMPORTANT
NOTICE – CHANGES TO ANNUAL AND SEMI-ANNUAL REPORTS
The Securities and Exchange Commission
(the “SEC”) has adopted rule and form amendments which have resulted in changes to the design and
delivery of annual and semi-annual fund reports (“Reports”). Reports are now streamlined to highlight
key information. Certain information previously included in Reports, including financial statements,
no longer appear in the Reports but will be available online within the Semi-Annual and Annual Financials
and Other Information, delivered free of charge to shareholders upon request, and filed with the SEC.
Save time. Save paper. View your next shareholder report online
as soon as it’s available. Log into www.im.bnymellon.com 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
Contents
T H E F U N D
Please note the Semi-Annual Financials and Other Information only contains Items
7-11 required in Form N-CSR. All other required items will be filed with the SEC.
Item
7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
Dreyfus
Treasury and Agency Liquidity Money Market Fund
Statement of Investments
May 31, 2024 (Unaudited)
U.S. Treasury Floating Rate Notes - 5.5%
Annualized Yield
(%)
Principal Amount
($)
Value
($)
6/4/2024, (3 Month USBMMY +0.04%)
5.36
283,000,000
a
282,983,721
6/4/2024, (3 Month USBMMY +0.14%)
5.47
140,000,000
a
139,967,288
6/4/2024, (3 Month USBMMY +0.17%)
5.49
40,000,000
a
39,998,923
6/4/2024, (3 Month USBMMY +0.20%)
5.53
240,000,000
a
240,007,855
Total
U.S. Treasury Floating Rate Notes
(cost $702,957,787)
702,957,787
Repurchase Agreements
- 94.8%
Banco
Santander SA, Tri-Party Agreement thru BNY, dated 5/31/2024, due at 6/3/2024
in the amount of $521,229,674 (fully collateralized by: U.S. Treasuries (including strips), 0.13%-4.50%,
due 12/31/2025-1/15/2032, valued at $531,420,070)
5.29
521,000,000
521,000,000
Bank of Montreal, Tri-Party
Agreement thru BNY, dated 5/31/2024, due at 6/3/2024 in the amount of $1,000,444,166 (fully collateralized
by: U.S. Treasuries (including strips), 0.00%, due 8/15/2024-5/15/2054, valued at $1,020,000,000)
5.33
1,000,000,000
1,000,000,000
Federal Reserve Bank of New York, Tri-Party
Agreement thru BNY, dated 5/31/2024, due at 6/3/2024 in the amount of $6,502,870,833 (fully collateralized
by: U.S. Treasuries (including strips), 0.38%-4.38%, due 8/15/2024-2/15/2042, valued at $6,502,870,873)
5.30
6,500,000,000
6,500,000,000
Fixed Income Clearing Corp., Tri-Party
Agreement thru Northern Trust Company, dated 5/31/2024, due at 6/3/2024 in the amount of $1,000,444,167
(fully collateralized by: U.S. Treasuries (including strips), 3.75%, due 12/31/2028, valued at $1,020,000,000)
5.33
1,000,000,000
1,000,000,000
Fixed Income Clearing Corp., Tri-Party
Agreement thru State Street Corp., dated 5/31/2024, due at 6/3/2024 in the amount of $1,000,444,167 (fully
collateralized by: U.S. Treasuries (including strips), 1.25%-4.62%, due 10/15/2026-12/15/2026, valued
at $1,020,000,107)
5.33
1,000,000,000
1,000,000,000
HSBC Securities USA, Inc., Tri-Party
Agreement thru BNY, dated 5/31/2024, due at 6/3/2024 in the amount of $2,000,888,333 (fully collateralized
by: U.S. Treasuries (including strips), 0.00%-6.63%, due 7/15/2024-2/15/2054, valued at $2,040,000,001)
5.33
2,000,000,000
2,000,000,000
Total
Repurchase Agreements
(cost $12,021,000,000)
12,021,000,000
Total Investments (cost $12,723,957,787)
100.3%
12,723,957,787
Liabilities, Less Cash and Receivables
(.3%)
(43,466,104)
Net Assets
100.0%
12,680,491,683
USBMMY—U.S. Treasury Bill Money Market Yield
aVariable rate security—interest rate resets periodically
and rate shown is the interest rate in effect at period end. Date shown represents the earlier of the
next interest reset date or ultimate maturity date. Security description also includes the reference
rate and spread if published and available.
3
STATEMENT
OF ASSETS AND LIABILITIES
May 31, 2024 (Unaudited)
Cost
Value
Assets ($):
Investments in securities—See Statement of
Investments (including repurchase agreements of $12,021,000,000)
—Note 1(b)
12,723,957,787
12,723,957,787
Interest receivable
5,196,025
Prepaid
expenses
33,117
12,729,186,929
Liabilities ($):
Due to BNY Mellon Investment Adviser, Inc.
and affiliates—Note 2(b)
858,733
Cash overdraft due to Custodian
47,450,745
Trustees’
fees and expenses payable
94,147
Other accrued expenses
291,621
48,695,246
Net Assets ($)
12,680,491,683
Composition of Net Assets ($):
Paid-in capital
12,680,481,484
Total
distributable earnings (loss)
10,199
Net Assets ($)
12,680,491,683
Shares
Outstanding
(unlimited number of $.001
par value shares of Beneficial Interest authorized)
12,680,486,428
Net Asset Value Per Share ($)
1.00
See notes to financial statements.
4
STATEMENT
OF OPERATIONS
Six
Months Ended May 31, 2024 (Unaudited)
Investment Income ($):
Interest Income
305,051,768
Expenses:
Management
fee—Note 2(a)
4,512,815
Trustees’
fees and expenses—Note 2(c)
292,261
Registration
fees
236,480
Custodian
fees—Note 2(b)
100,241
Professional
fees
43,167
Chief
Compliance Officer fees—Note 2(b)
12,262
Prospectus and shareholders’ reports
3,903
Shareholder
servicing costs—Note 2(b)
35
Miscellaneous
36,102
Total
Expenses
5,237,266
Less—reduction in fees due
to earnings credits—Note 2(b)
(13)
Net
Expenses
5,237,253
Net Investment Income,
representing net increase in net assets resulting from operations
299,814,515
See
notes to financial statements.
5
STATEMENT
OF CHANGES IN NET ASSETS
Six
Months Ended May 31, 2024 (Unaudited)
Year Ended November 30, 2023
Operations ($):
Net investment income
299,814,515
603,250,146
Net
realized gain (loss) on investments
-
5,562
Net Increase
(Decrease) in Net Assets Resulting from Operations
299,814,515
603,255,708
Distributions
($):
Distributions to shareholders
(300,082,883)
(602,987,594)
Beneficial
Interest Transactions ($1.00 per share):
Net
proceeds from shares sold
76,041,635,282
153,423,243,612
Cost of shares redeemed
(74,671,559,072)
(151,221,322,172)
Increase (Decrease) in Net
Assets from Beneficial Interest Transactions
1,370,076,210
2,201,921,440
Total Increase
(Decrease) in Net Assets
1,369,807,842
2,202,189,554
Net
Assets ($):
Beginning of Period
11,310,683,841
9,108,494,287
End of Period
12,680,491,683
11,310,683,841
See notes to financial statements.
6
FINANCIAL
HIGHLIGHTS
The following table describes the performance for the fiscal periods indicated.
Net asset value total return is calculated assuming an initial investment made at the net asset value
at the beginning of the period, reinvestment of all dividends and distributions at net asset value during
the period, and redemption at net asset value on the last day of the period. Net asset value total return
includes adjustments in accordance with accounting principles generally accepted in the United States
of America and as such, the net asset value for financial reporting purposes and the returns based upon
those net asset values may differ from the net asset value and returns for shareholder transactions.
Six Month Ended
May
31, 2024
Year
Ended November 30,
(Unaudited)
2023
2022
2021
2020
2019
Per Share Data ($):
Net asset value, beginning
of period
1.00
1.00
1.00
1.00
1.00
1.00
Investment
Operations:
Net investment income
.027
.049
.013
.000a
.005
.022
Distributions:
Dividends from net
investment income
(.027)
(.049)
(.013)
(.000)a
(.005)
(.022)
Dividends from net
realized gain on investments
-
-
-
(.000)a
-
-
Total Distributions
(.027)
(.049)
(.013)
(.000)a
(.005)
(.022)
Net asset value, end of period
1.00
1.00
1.00
1.00
1.00
1.00
Total Return (%)
2.69b
5.00
1.29
.02
.45
2.21
Ratios/Supplemental
Data (%):
Ratio of total expenses to
average net assets
.09c
.09
.09
.09
.09
.09
Ratio
of net expenses to average net assets
.09c
.09
.08
.04
.09
.09
Ratio
of net investment income to average net assets
5.31c
4.95
1.31
.01
.49
2.19
Net Assets, end of period ($ x 1,000)
12,680,492
11,310,684
9,108,494
8,978,467
10,340,876
8,250,881
aAmount
represents less than $.001 per share.
bNot annualized.
cAnnualized.
See
notes to financial statements.
7
NOTES
TO FINANCIAL STATEMENTS (Unaudited)
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 “Trust”), 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. BNY Mellon Investment Adviser, Inc. (the
“Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY”), serves
as the fund’s investment adviser. BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned
subsidiary of the Adviser, is the distributor of the fund’s shares, which are sold without a sales
charge. Dreyfus, a division of Mellon Investment Corporation (the “Sub-Adviser”), an indirect wholly-owned
subsidiary of BNY and an affiliate of the Adviser, serves as the fund’s sub-adviser.
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 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 Trustenters
into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these
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 Trust’s Board of Trustees (the “Board”) pursuant to Rule 2a-5 under the Act.
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.
The following is a summary of the inputs
used as of May 31, 2024in valuing the fund’s investments:
8
Level
1-Unadjusted Quoted Prices
Level 2- Other Significant Observable Inputs
Level
3-Significant Unobservable Inputs
Total
Assets ($)
Investments
in Securities:†
U.S. Treasury Floating Rate Notes
-
702,957,787
-
702,957,787
Repurchase Agreements
-
12,021,000,000
-
12,021,000,000
†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.
For financial reporting purposes, the fund elects not to offset assets and liabilities
subject to a Repurchase Agreement, if any, in the Statement of Assets and Liabilities. Therefore, all
qualifying transactions are presented on a gross basis in the Statement of Assets and Liabilities. As
of May 31, 2024, the impact of netting of assets and liabilities and the offsetting of collateral pledged
or received, if any, based on contractual netting/set-off provisions in the Repurchase Agreement are
detailed in the following table:
Assets
($)
Liabilities
($)
Repurchase Agreements
12,021,000,000
-
Total gross amount of assets and
liabilities in the Statement of Assets and Liabilities
12,021,000,000
-
Collateral (received)/posted
not offset in the Statement of
Assets and Liabilities
(12,021,000,000)
1
-
Net amount
-
-
1
The
value of the related collateral received by the fund normally exceeded the value of the repurchase agreement
by the fund. See Statement of Investments for detailed information regarding collateral received for
open repurchase agreements.
(c) Market Risk: The value of the securities in which the
fund invests may be affected by political, regulatory, economic and social developments. Events such
as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions,
or other events could have a significant impact on the fund and its investments. Recent examples include
pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments,
including closing borders, restricting international and domestic travel, and the imposition of prolonged
quarantines of large populations, and by businesses, including changes to operations and reducing staff.
Repurchase
Agreement Counterparty Risk: The fund is subject to the risk that a counterparty in a
repurchase agreement could fail to honor the terms of the agreement.
(d) Dividends and distributions
to shareholders: It is the policy of the fund to declare dividends daily from net investment income.
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.
9
NOTES
TO FINANCIAL STATEMENTS (Unaudited) (continued)
(e)
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 May 31, 2024, 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 May 31, 2024, the fund
did not incur any interest or penalties.
Each tax year in the three-year period
ended November 30, 2023 remains subject to examination by the Internal Revenue Service and state taxing
authorities.
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 fund has an unused capital loss carryover of $43,487 available
for federal income tax purposes to be applied against future net realized capital gains, if any, realized
subsequent to November 30, 2023. These short-term capital losses can be carried forward for an unlimited
period.
The tax character of distributions paid to shareholders during the fiscal year
ended November 30, 2023 was as follows: ordinary income $602,987,594. The tax character of current year
distributions will be determined at the end of the current fiscal year.
At
May 31, 2024, 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).
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.
Pursuant to a sub-investment advisory
agreement between the Adviser and the Sub-Adviser, the Adviser pays to the Sub-Adviser a monthly fee
of 50% of the monthly management fee the Adviser receives from the fund with respect to value of the
sub-advised net assets of the fund, net of any fee waivers and/or expense reimbursements made by the
Adviser.
(b)
The
fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY
and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances
are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund
includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.
The fund has an arrangement with The Bank of New York Mellon (the “Custodian”),
a subsidiary of BNY and an affiliate of the Adviser, whereby the fund will receive interest income or
be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund
includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.
The fund compensates the Transfer Agent, under a transfer agency agreement, for
providing transfer agency and cash management services for the fund. The majority of Transfer Agent 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 May 31, 2024, the fund was charged $29 for transfer
agency services. These fees are included in Shareholder servicing costs in the Statement of Operations.
These fees were partially offset by earnings credits of $13.
The fund compensates
the Custodian, 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 May
31, 2024, the fund was charged $100,241 pursuant to the custody agreement.
During
the period ended May 31, 2024, the fund was charged $12,262 for services performed by the fund’s Chief
Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement
of Operations.
10
The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates”
in the Statement of Assets and Liabilities consist of: management fee of $778,527, Custodian fees of
$74,938, Chief Compliance Officer fees of $5,257 and Transfer Agent fees of $11.
(c) Each board member of
the fund also serves as a board member of other funds in the BNY Mellon Family of Funds complex. Annual
retainer fees and meeting attendance fees are allocated to each fund based on net assets.
NOTE
3—Subsequent Event:
On July 12, 2023, the SEC adopted amendments to rules that
govern money market funds. The amendments became effective October 2, 2023 with tiered compliance dates.
The fund is compliant with all amendments that are effective to date, and is currently preparing for
any amendments applicable to this fund that will become effective after the date of these financial statements.
11
Item
8. Changes in and Disagreements with Accountants for Open-End Management Investment
Companies. (Unaudited)
N/A
12
Item
9. Proxy Disclosures for Open-End Management Investment Companies. (Unaudited)
N/A
13
Item
10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
(Unaudited)
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. Trustees fees paid by the fund are within Item 7. Statement of Operations as Trustees’
fees and expenses.
14
Item
11. Statement Regarding Basis for Approval of Investment Advisory Contract. (Unaudited)
At a meeting of the fund’s Board of Trustees (the “Board”) held on May 8,
2024, the Board considered the renewalof the fund’s Management Agreement, pursuant to which the
Adviser provides the fund with investment advisory and administrative services, and the Sub-Investment
Advisory Agreement (together with the Management Agreement, the “Agreements”), pursuant to which
Dreyfus, a division of Mellon Investments Corporation (the “Sub-Adviser”), provides day-to-day management
of the fund’s investments. The Board members, none of whom are “interested persons” (as defined
in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent
legal counsel and met with counsel in executive session separate from representatives of the Adviser
and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered several factors
that it believed to be relevant, including those discussed below. The Board did not identify any one
factor as dispositive, and each Board member may have attributed different weights to the factors considered.
Analysis
of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered
information provided to it at the meeting and in previous presentations from representatives of the Adviser
regarding the nature, extent, and quality of the services provided to funds in the BNY Mellon fund complex,
including the fund. The Adviser provided the number of open accounts in the fund, the fund’s asset
size and the allocation of fund assets among distribution channels. The Adviser also had previously
provided information regarding the diverse intermediary relationships and distribution channels of funds
in the BNY Mellon fund complex (such as retail direct or intermediary, in which intermediaries typically
are paid by the fund and/or the Adviser) and the Adviser’s corresponding need for broad, deep, and
diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution
channel, as applicable to the fund.
The Board also considered research support
available to, and portfolio management capabilities of, the fund’s portfolio management personnel and
that the Adviser also provides oversight of day-to-day fund operations, including fund accounting and
administration and assistance in meeting legal and regulatory requirements. The Board also considered
the Adviser’s extensive administrative, accounting and compliance infrastructures, as well as the Adviser’s
supervisory activities over the Sub-Adviser.
Comparative Analysis of the Fund’s Performance and
Management Fee and Expense Ratio. The Board reviewed reports prepared by Broadridge Financial
Solutions, Inc. (“Broadridge”), an independent provider of investment company data based on classifications
provided by Thomson Reuters Lipper (“Lipper”), which included information comparing (1) the performance
of the fund’s shares with the performance of a group of institutional U.S. Treasury money market funds
selected by Broadridge as comparable to the fund (the “Performance Group”) and with a broader group
of funds consisting of all institutional U.S. Treasury money market funds (the “Performance Universe”),
all for various periods ended March 31, 2024, and (2) the fund’s actual and contractual management
fees and total expenses with those of the same group of funds in the Performance Group (the “Expense
Group”) and with a broader group of funds consisting of all institutional U.S. Treasury money market
funds, excluding outliers (the “Expense Universe”), the information for which was derived in part
from fund financial statements available to Broadridge as of the date of its analysis. The Performance
Group and Performance Universe comparisons were provided based on both “gross” (i.e., without including
fees and expenses) and “net” (i.e., including fees and expenses) total returns.
The Adviser previously had furnished the Board with a description of the methodology Broadridge used
to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Performance
Comparisons. Representatives of the Adviser stated that the usefulness of performance comparisons
may be affected by a number of factors, including different investment limitations and policies that
may be applicable to the fund and comparison funds and the end date selected. The Board also considered
the fund’s performance in light of overall financial market conditions. The Board discussed with representatives
of the Adviser and the Sub-Adviser the results of the comparisons and considered that the fund’s gross
total return performance was at or above the Performance Group median and above the Performance Universe
median for all periods. The Board also considered that the fund’s net total return performance was
above the Performance Group median and above the Performance Universe median for all periods.
Management
Fee and Expense Ratio Comparisons. The Board reviewed and considered the contractual management
fee rate payable by the fund to the Adviser in light of the nature, extent and quality of the management
services and the sub-advisory services provided by the Adviser and the Sub-Adviser, respectively. In
addition, the Board reviewed and considered the actual management fee rate paid by the fund over the
fund’s last fiscal year. The Board also reviewed the range of actual and contractual management fees
and total expenses as a percentage of average net assets of the Expense Group and Expense Universe funds
and discussed the results of the comparisons.
The Board considered
that the fund’s contractual management fee was lower than the Expense Group median contractual management
fee, the fund’s actual management fee was lower than the Expense Group median and the Expense Universe
median actual management fee and the fund’s total expenses were lower than the Expense Group median
and the Expense Universe median total expenses.
15
Representatives of the Adviser reviewed with the Board the management or investment
advisory fees paid by funds advised by the Adviser that are in the same Lipper category as the fund (the
“Similar Funds”), and explained the nature of the Similar Funds. They discussed differences in fees
paid and the relationship of the fees paid in light of any differences in the services provided and other
relevant factors. The Board considered the relevance of the fee information provided for the Similar
Funds to evaluate the appropriateness of the fund’s management fee. Representatives of the Adviser
noted that there were no separate accounts and/or other types of client portfolios advised by the Adviser
or the Sub-Adviser that are considered to have similar investment strategies and policies as the fund.
The Board considered the fee payable to the Sub-Adviser in relation to the fee
payable to the Adviser by the fund and the respective services provided by the Sub-Adviser and the Adviser.
The Board also took into consideration that the Sub-Adviser’s fee is paid by the Adviser, out of its
fee from the fund, and not the fund.
Analysis of Profitability and Economies of Scale.
Representatives of the Adviser reviewed the expenses allocated and profit received by the Adviser and
its affiliates and the resulting profitability percentage for managing the fund and the aggregate profitability
percentage to the Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and
the method used to determine the expenses and profit. The Board concluded that the profitability results
were not excessive, given the services rendered and service levels provided by the Adviser and its affiliates.
The Board also had been provided with information prepared by an independent consulting firm regarding
the Adviser’s approach to allocating costs to, and determining the profitability of, individual funds
and the entire BNY Mellon fund complex. The consulting firm also had analyzed where any economies of
scale might emerge in connection with the management of a fund.
The
Board considered, on the advice of its counsel, the profitability analysis (1) as part of its evaluation
of whether the fees under the Agreements, considered in relation to the mix of services provided by the
Adviser and the Sub-Adviser, including the nature, extent and quality of such services, supported the
renewal of the Agreements and (2) in light of the relevant circumstances for the fund and the extent
to which economies of scale would be realized if the fund grows and whether fee levels reflect these
economies of scale for the benefit of fund shareholders. Representatives of the Adviser stated that,
as a result of shared and allocated costs among funds in the BNY Mellon fund complex, the extent of economies
of scale could depend substantially on the level of assets in the complex as a whole, so that increases
and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate
to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered
potential benefits to the Adviser and the Sub-Adviser from acting as investment adviser and sub-adviser,
respectively, and took into consideration that there were no soft dollar arrangements in effect for trading
the fund’s investments.
At the conclusion of these discussions, the Board agreed that
it had been furnished with sufficient information to make an informed business decision with respect
to the renewal of the Agreements. Based on the discussions and considerations as described above, the
Board concluded and determined as follows.
·The
Board concluded that the nature, extent and quality of the services provided by the Adviser and the Sub-Adviser
are adequate and appropriate.
·The
Board was satisfied with the fund’s overall performance.
·The Board concluded that the fees paid to the Adviser and
the Sub-Adviser continued to be appropriate under the circumstances and in light of the factors and the
totality of the services provided as discussed above.
·The Board determined that the economies of scale which may
accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately
considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Management
Agreement and that, to the extent in the future it were determined that material economies of scale had
not been shared with the fund, the Board would seek to have those economies of scale shared with the
fund.
In evaluating the Agreements, the Board considered these conclusions
and determinations and also relied on its previous knowledge, gained through meetings and other interactions
with the Adviser and its affiliates and the Sub-Adviser, of the Adviser and the Sub-Adviser and the services
provided to the fund by the Adviser and the Sub-Adviser. The Board also relied on information received
on a routine and regular basis throughout the year relating to the operations of the fund and the investment
management and other services provided under the Agreements, including information on the investment
performance of the fund in comparison to similar mutual funds and benchmark performance measures; general
market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration
of the contractual fee arrangements for the fund had the benefit of a number of years of reviews of the
Agreements for the fund, or substantially similar agreements for other BNY Mellon funds that the Board
oversees, during which lengthy discussions took place between the Board and representatives of the Adviser.
Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the
Board’s conclusions may be based, in part, on its consideration of the fund’s arrangements, or substantially
similar arrangements for other BNY Mellon funds that the Board oversees, in prior years. The Board determined
to renew the Agreements.
Item 12.Disclosure of Proxy Voting
Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13.Portfolio
Managers for Closed-End Management Investment Companies.
Not applicable.
Item
14.Purchases of Equity Securities By Closed-End
Management Investment Companies and Affiliated Purchasers.
Not
applicable.
Item 15.Submission
of Matters to a Vote of Security Holders.
There
have been no materials changes to the procedures applicable to Item 15.
Item
16.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
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 17.Disclosure
of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18.Recovery of Erroneously
Awarded Compensation.
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/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date:July 24, 2024
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/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date:July 24, 2024
By:/s/
James Windels
James Windels
Treasurer (Principal Financial Officer)
Date:July 24, 2024
EXHIBIT INDEX
(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)
EX-101.SCH
2
ncsrsa-20240731.xsd
S 000059809 [Member]Dreyfus Treasury and Agency Liquidity Money Market FundDreyfus Treasury and Agency Liquidity Money Market Fundcik0001717375_S000059809SummaryMember [Member]cik0001717375_S000059809SummaryMembercik0001717375_S000059809SummaryMemberC 000195671 [Member]Dreyfus Treasury and Agency Liquidity Money Market FundDreyfus Treasury and Agency Liquidity Money Market Fundcik0001717375_Other3Member [Member]OtherOthercik0001717375_USTreasuryFloatingRateNotes3Member [Member]U.S. Treasury Floating Rate NotesU.S. Treasury Floating Rate Notescik0001717375_RepurchaseAgreements3Member [Member]Repurchase AgreementsRepurchase AgreementsNet AssetsNet AssetsInvestment Type AxisInvestment Type Axis040011 - Disclosure - Shareholder Report, Line Graph And Average Annual Return (Details)link:presentationLinklink:calculationLinklink:definitionLinkEX-99.CERT
3
ex99cert-1.htm
[EX-99.CERT]—Exhibit (a)(2)
SECTION
302 CERTIFICATION
I, David J. DiPetrillo, certify that:
1.
I have reviewed this report on Form N-CSR of Dreyfus Institutional Liquidity Funds;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include a statement of cash flows)
of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940)
and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company
Act of 1940) for the registrant and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the
effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90
days prior to the filing date of this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal control over financial reporting.
By: /s/
David J. DiPetrillo
David
J. DiPetrillo
President
(Principal Executive Officer)
Date: July 24, 2024
SECTION 302 CERTIFICATION
I, James Windels, certify that:
1.
I have reviewed this report on Form N-CSR of Dreyfus Institutional Liquidity Funds;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include a statement of cash flows)
of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940)
and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company
Act of 1940) for the registrant and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the
effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90
days prior to the filing date of this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal control over financial reporting.
By: /s/
James Windels
James
Windels
Treasurer
(Principal Financial Officer)
Date: July 24, 2024
EX-99.906 CERT
4
ex99906cert-1.htm
[EX-99.906CERT]
Exhibit (b)
SECTION
906 CERTIFICATIONS
In connection with this report on Form
N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) the
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as applicable; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the Registrant.
By: /s/
David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: July
24, 2024
By: /s/
James Windels
James
Windels
Treasurer
(Principal Financial Officer)
Date: July 24, 2024
This certificate is furnished
pursuant to the requirements of Form N-CSR and shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall
not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934.
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
This semi-annual shareholder report contains important information
about Dreyfus Treasury and Agency Liquidity Money Market Fund (the “Fund”) for the period of December
1, 2023 to May 31, 2024. You can find additional information about the Fund at www.dreyfus.com/products/mm.html#overview.
You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending
an e-mail request to info@bnymellon.com.
You can find additional information about the Fund at www.dreyfus.com/products/mm.html#overview.
You can also request this information by calling 1-800-373-9387 (inside the U.S. only) or by sending
an e-mail request to info@bnymellon.com.
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.