File No. 2-89275
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 14 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 14 [X]
(Check appropriate box or boxes.)
DREYFUS TAX EXEMPT CASH MANAGEMENT
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485
X on May 31, 1994 pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a) of Rule 485
on (date) pursuant to paragraph (a) of Rule 485
Registrant has registered an indefinite number of shares of its
beneficial interest under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940. Registrant's Rule 24f-2
Notice for the fiscal year ended January 31, 1994 was filed on March 22,
1994.
DREYFUS TAX EXEMPT CASH MANAGEMENT
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 3
4 General Description of Registrant 4
5 Management of the Fund 8
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 13
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 10
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-19
13 Investment Objectives and Policies B-2
14 Management of the Fund B-7
15 Control Persons and Principal B-10
Holders of Securities
16 Investment Advisory and Other B-11
Services
___________________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS TAX EXEMPT CASH MANAGEMENT
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
17 Brokerage Allocation B-16
18 Capital Stock and Other Securities B-19
19 Purchase, Redemption and Pricing B-12, B-14
of Securities Being Offered B-15
20 Tax Status *
21 Underwriters B-12
22 Calculations of Performance Data B-17
23 Financial Statements B-24
Items in
Part C of
Form N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-29
30 Location of Accounts and Records C-36
31 Management Services C-36
32 Undertakings C-36
____________________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS MAY 31, 1994
DREYFUS TAX EXEMPT CASH MANAGEMENT
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DREYFUS TAX EXEMPT CASH MANAGEMENT (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY
MARKET MUTUAL FUND. ITS GOAL IS TO PROVIDE INVESTORS WITH AS HIGH
A LEVEL OF CURRENT INCOME EXEMPT FROM FEDERAL INCOME TAX AS IS
CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE
OF LIQUIDITY.
THE FUND IS DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY
BANKS, ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY,
CUSTODIAL OR SIMILAR CAPACITY. FUND SHARES MAY NOT BE PURCHASED
DIRECTLY BY INDIVIDUALS, ALTHOUGH INSTITUTIONS MAY PURCHASE
SHARES FOR ACCOUNTS MAINTAINED BY INDIVIDUALS. SUCH INSTITUTIONS
HAVE AGREED TO TRANSMIT COPIES OF THIS PROSPECTUS TO EACH
INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION PURCHASES
FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, THE FUND IS OFFERING CLASS A SHARES AND
CLASS B SHARES. CLASS A SHARES AND CLASS B SHARES ARE IDENTICAL,
EXCEPT AS TO THE SERVICES OFFERED TO AND THE EXPENSES BORNE BY
EACH CLASS. CLASS B BEARS CERTAIN COSTS PURSUANT TO A SERVICE
PLAN ADOPTED IN ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940. INVESTORS CAN INVEST, REINVEST OR REDEEM
SHARES AT ANY TIME WITHOUT CHARGE OR PENALTY IMPOSED BY THE FUND.
THE DREYFUS CORPORATION SERVES AS THE FUND'S INVESTMENT
ADVISER.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE
FUND THAT AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.
PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED MAY 31, 1994, WHICH MAY BE REVISED FROM TIME TO TIME,
PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS
AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE
FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-
0144, OR CALL 1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR
666.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL FUND SHARES INVOLVE
CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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TABLE OF CONTENTS
Page
Annual Fund Operating Expenses......................... 2
Condensed Financial Information........................ 3
Yield Information...................................... 3
Description of the Fund................................ 4
Management of the Fund................................. 8
How to Buy Fund Shares................................. 9
Investor Services...................................... 10
How to Redeem Fund Shares.............................. 11
Service Plan........................................... 12
Shareholder Services Plan.............................. 12
Dividends, Distributions and Taxes..................... 12
General Information.................................... 14
- -----------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
CLASS A CLASS B
SHARES SHARES
-------- --------
Management Fees.............................. .20% .20%
12b-1 Fees (distribution and servicing)...... ___ .25%
Total Fund Operating Expenses................ .20% .45%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
CLASS A CLASS B
SHARES SHARES
-------- --------
1 YEAR............................ $ 2 $ 5
3 YEARS........................... $ 6 $14
5 YEARS........................... $11 $25
10 YEARS........................... $26 $57
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
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The purpose of the foregoing table is to assist investors in
understanding the various costs and expenses borne by the Fund, and
therefore indirectly by investors, the payment of which will reduce
investors' return on an annual basis. Unless The Dreyfus Corporation gives
the Fund's investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for Fund expenses (exclusive
of taxes, brokerage, interest on borrowings and (with the prior written
consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by the
Fund: (i) the management fee payable by the Fund monthly at the annual
rate of .20 of 1% of the Fund's average daily net assets and (ii) as to Class
B shares only, payments made pursuant to the Fund's Service Plan at the
annual rate of .25 of 1% of the value of the average daily net assets of
Class B. Institutions and certain Service Agents (as defined below)
effecting transactions in Fund shares for the accounts of their clients
may charge their clients direct fees in connection with such transactions;
such fees are not reflected in the foregoing table. See "Management of the
Fund," "How to Buy Fund Shares," "Service Plan" and "Shareholder
Services Plan".
Page 2
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and
related notes are included in the Statement of Additional Information,
available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share of
beneficial interest outstanding, total investment return, ratios to average
net assets and other supplemental data for each year indicated. This
information has been derived from information provided in the Fund's
financial statements.
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
------------------------------------------------------------------------ -------------------
YEAR ENDED JANUARY 31, YEAR ENDED
1986(1) 1987 1988 1989 1990 1991 1992 1993 1994 JANUARY 31, 1994(2)
-------- ------ ----- ---- ----- ---- ----- ---- ---- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year........... $1.0000 $.9996 $.9995 $.9988 $.9988 $.9987 $.9994 $.9998 $1.0000 $1.0000
-------- ------- ------ ------ ------- ------ ------ ------- ------- --------
INVESTMENT OPERATIONS:
Investment income-net........ .0468 .0449 .0442 .0515 .0617 .0570 .0417 .0279 .0226 .0011
Net realized gain (loss)
on investments.............. (.0004) (.0001) (.0007) __ (.0001) .0007 .0004 .0002 .0001 __
-------- ------- ------ ------ ------- ------ ------ ------- ------- --------
TOTAL FROM
INVESTMENT OPERATIONS....... .0464 .0448 .0435 .0515 .0616 .0577 .0421 .0281 .0227 .0011
-------- ------- ------ ------ ------- ------ ------ ------- ------- --------
DISTRIBUTIONS:
Dividends from investment
income-net................... (.0468) (.0449) (.0442) (.0515) (.0617) (.0570) (.0417) (.0279) (.0226) (.0011)
-------- ------- ------ ------ ------- ------ ------ ------- ------- --------
Net asset value, end of year.. $.9996 $.9995 $.9988 $.9988 $.9987 $.9994 $.9998 $1.0000 $1.0001 $1.0000
========= ====== ====== ====== ======= ====== ====== ====== ======= ========
TOTAL INVESTMENT RETURN 5.35%(3) 4.58% 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 1.83%(3)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets......... .20%(3) .20% .20% .20% .20% .20% .20% .20% .20% .45%(3)
Ratio of net investment income to
average net assets......... 5.57%(3) 4.38% 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 1.87%(3)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation..... .12%(3) .04% .03% .03% .04% .03% .05% .04% .04% __
Net assets, end of year
(000's Omitted).......... $404,441 $839,388 $1,029,739 $1,006,193 $1,147,753 $1,905,522 $1,668,671 $1,838,786 $1,739,787 $1
- ----------------------
(1) From March 12, 1985 (commencement of operations) to January 31, 1986.
(2)From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(3)Annualized.
</TABLE>
YIELD INFORMATION
From time to time, the Fund advertises its yield and effective yield.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. It can be expected that these yields will
fluctuate substantially. The yield of the Fund refers to the income
generated by an investment in the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The effective yield
is calculated similarly, but, when annualized, the income earned by an
investment in the Fund is assumed to be reinvested. The effective yield
will be slightly higher than the yield because of the compounding effect of
this assumed reinvestment. The Fund's yield and effective yield may
reflect absorbed expenses pursuant to any undertaking that may be in
effect. See "Management of the Fund." Both yield figures also take into
account any applicable distribution and service fees. As a result, at any
given time, the performance of Class B should be expected to be lower
than that of Class A. See "Service Plan."
Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate, would be equivalent to a stated
yield or effective yield calculated as described above.
Yield information is useful in reviewing the Fund's performance, but
because yields will fluctuate, under certain conditions such information
may not provide a basis for comparison with domestic bank deposits,
Page 3
other investments which pay a fixed yield for a stated period of time, or
other investment companies which may use a different method of
computing yield.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitor trademark, IBC/Donoghue's
Money Fund Report, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUND
GENERAL __ By this Prospectus, two classes of shares of the Fund are
being offered __ Class A shares and Class B shares (each such class being
referred to as a "Class"). The Classes are identical, except that Class B
shares are subject to an annual distribution and service fee at the rate of
.25% of the value of the average daily net assets of Class B. The fee is
payable to Dreyfus Service Corporation for advertising, marketing and
distributing Class B shares and for ongoing personal services relating to
Class B shareholder accounts and services related to the maintenance of
such shareholder accounts pursuant to a Service Plan adopted in
accordance with Rule 12b-1 under the Investment Company Act of 1940.
Dreyfus Service Corporation may make payments to certain financial
institutions, securities dealers and other industry professionals
(collectively, "Service Agents") in respect of these services. See "Service
Plan." The distribution and service fee paid by Class B will cause such
Class to have a higher expense ratio and to pay lower dividends than Class
A.
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE
INSTITUTION PURCHASING FUND SHARES AND DO NOT REFER TO ANY
INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY
PURCHASE FUND SHARES. Such institutions have agreed to transmit copies
of this Prospectus and all relevant Fund materials, including proxy
materials, to each individual or entity for whose account the institution
purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE - The Fund's goal is to provide investors with as
high a level of current income exempt from Federal income tax as is
consistent with the preservation of capital and the maintenance of
liquidity. To accomplish this goal, the Fund invests principally in
Municipal Obligations (as described below). The Fund's investment
objective cannot be changed without approval by the holders of a majority
(as defined in the Investment Company Act of 1940) of the Fund's
outstanding voting shares. There can be no assurance that the Fund's
investment objective will be achieved. Securities in which the Fund
invests may not earn as high a level of current income as long-term or
lower quality securities which generally have less liquidity, greater
market risk and more fluctuation in market value.
MUNICIPAL OBLIGATIONS - Municipal Obligations are debt obligations
issued by states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest
from which is, in the opinion of bond counsel to the issuer, exempt from
Federal income tax. Municipal Obligations generally include debt
obligations issued to obtain funds for various public purposes as well as
certain industrial development bonds issued by or on behalf of public
authorities. Municipal Obligations are classified as general obligation
bonds, revenue bonds and notes. General obligation bonds are secured by
the issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable from the revenue derived
from a particular facility or class of facilities or, in some cases, from
the proceeds of a special excise or other specific revenue source, but not
from the general taxing power. Tax exempt industrial development bonds,
in most cases, are revenue bonds and generally do not carry the pledge of
the credit of the issuing municipality, but generally are guaranteed by the
corporate entity on whose behalf they are issued. Notes are short-term
instruments which are obligations of the issuing municipalities or
agencies and are sold in anticipation of a bond sale, collection of taxes or
receipt of other revenues. Municipal Obligations include municipal
lease/purchase agreements which are similar to installment purchase
contracts for property or equipment issued by municipalities. Municipal
Obligations bear fixed, floating or variable rates of interest. Certain
Municipal Obligations are subject to redemption at a date earlier than
their stated maturity pursuant to call options, which may be separated
from the related Municipal Obligation and purchased and sold separately.
MANAGEMENT POLICIES - It is a fundamental policy of the Fund that it will
invest at least 80% of the value of its net assets (except when
maintaining a temporary defensive position) in Municipal Obligations.
Page 4
The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the
Investment Company Act of 1940, certain requirements of which are
summarized as follows. In accordance with Rule 2a-7, the Fund will
maintain a dollar-weighted average portfolio maturity of 90 days or less,
purchase only instruments having remaining maturities of 13 months or
less and invest only in U.S. dollar denominated securities determined in
accordance with procedures established by the Board of Trustees to
present minimal credit risks and which are rated in one of the two highest
rating categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating organization if
the instrument was rated only by one such organization) or, if unrated, are
of comparable quality as determined in accordance with procedures
established by the Board of Trustees. Moreover, the Fund will purchase
commercial paper, or other instruments having only commercial paper
ratings, only if the security is rated in the highest rating category by at
least one nationally recognized statistical rating organization or, if
unrated, of comparable quality as determined in accordance with
procedures established by the Board of Trustees. The nationally recognized
statistical rating organizations currently rating instruments of the type
the Fund may purchase are Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Corporation ("S&P") and Fitch Investors Service, Inc.
("Fitch") and their rating criteria are described in the Appendix to the
Fund's Statement of Additional Information. For further information
regarding the amortized cost method of valuing securities, see
"Determination of Net Asset Value" in the Fund's Statement of Additional
Information. There can be no assurance that the Fund will be able to
maintain a stable net asset value of $1.00 per share.
The Fund may invest more than 25% of the value of its total assets in
Municipal Obligations which are related in such a way that an economic,
business or political development or change affecting one such security
also would affect the other securities; for example, securities the
interest upon which is paid from revenues of similar types of projects, or
securities whose issuers are located in the same state. As a result, the
Fund may be subject to greater risk as compared to a fund that does not
follow this practice.
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified
private activity bonds, as defined in the Internal Revenue Code of 1986, as
amended (the "Code"), issued after August 7, 1986, while exempt from
Federal income tax, is a preference item for the purpose of the alternative
minimum tax. Where a regulated investment company receives such
interest, a proportionate share of any exempt-interest dividend paid by
the investment company will be treated as such a preference item to
shareholders. The Fund will invest no more than 20% of the value of its net
assets in Municipal Obligations the interest from which gives rise to a
preference item for the purpose of the alternative minimum tax and,
except for temporary defensive purposes, in other investments subject to
Federal income tax.
The Fund may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated
maturities in excess of 13 months, but which permit the holder to demand
payment of principal at any time, or at specified intervals not exceeding
13 months, in each case upon not more than 30 days' notice. Variable rate
demand notes include master demand notes which are obligations that
permit the Fund to invest fluctuating amounts, which may change daily
without penalty, pursuant to direct arrangements between the Fund, as
lender, and the borrower. The interest rates on these obligations fluctuate
from time to time. Frequently, such obligations are secured by letters of
credit or other credit support arrangements provided by banks. Use of
letters of credit or other credit support arrangements will not adversely
affect the tax exempt status of these obligations. Because these
obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value. Accordingly,
where these obligations are not secured by letters of credit or other
credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand. Each
obligation purchased by the Fund will meet the quality criteria
established for the purchase of Municipal Obligations. The Dreyfus
Corporation, on behalf of the Fund, will consider
page 5
on an ongoing basis the creditworthiness of the issuers of the floating and
variable rate demand obligations in the Fund's portfolio. The Fund will not
invest more than 10% of the value of its net assets in floating or variable
rate demand obligations as to which the Fund cannot exercise the demand
feature on not more than seven days' notice if there is no secondary market
available for these obligations, and in other securities that are not readily
marketable. See "Certain Fundamental Policies" below.
The Fund may purchase from financial institutions participation
interests in Municipal Obligations (such as industrial development bonds
and municipal lease/purchase agreements). A participation interest gives
the Fund an undivided interest in the Municipal Obligation in the proportion
that the Fund's participation interest bears to the total principal amount
of the Municipal Obligation. These instruments may have fixed, floating or
variable rates of interest, with remaining maturities of 13 months or
less. If the participation interest is unrated, or has been given a rating
below that which otherwise is permissible for purchase by the Fund, the
participation interest will be backed by an irrevocable letter of credit or
guarantee of a bank that the Board of Trustees has determined meets the
prescribed quality standards for banks set forth below, or the payment
obligation otherwise will be collateralized by U.S. Government securities.
For certain participation interests, the Fund will have the right to demand
payment, on not more than seven days' notice, for all or any part of the
Fund's participation interest in the Municipal Obligation, plus accrued
interest. As to these instruments, the Fund intends to exercise its right to
demand payment only upon a default under the terms of the Municipal
Obligation, as needed to provide liquidity to meet redemptions, or to
maintain or improve the quality of its investment portfolio. A
participation interest will not be purchased by the Fund unless it receives
an opinion of counsel to the effect that the interest received through the
participation interest is exempt from Federal income tax. The Fund will
not invest more than 10% of the value of its net assets in participation
interests that do not have this demand feature, and in other securities
that are not readily marketable. See "Certain Fundamental Policies"
below.
The Fund may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment,
the Fund obligates a broker, dealer or bank to repurchase at the Fund's
option specified securities at a specified price and, in this respect,
stand-by commitments are comparable to put options. The exercise of a
stand-by commitment therefore is subject to the ability of the seller to
make payment on demand. The Fund will acquire stand-by commitments
solely to facilitate portfolio liquidity and does not intend to exercise its
rights thereunder for trading purposes. The Fund may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a
degree the cost of the underlying Municipal Obligation and similarly
decreasing such security's yield to investors. Gains realized in connection
with stand-by commitments will be taxable. The Fund also may acquire
call options on specific Municipal Obligations. The Fund generally would
purchase these call options to protect the Fund from the issuer of the
related Municipal Obligation redeeming, or other holder of the call option
from calling away, the Municipal Obligation before maturity. The sale by
the Fund of a call option that it owns on a specific Municipal Obligation
could result in the receipt of taxable income by the Fund.
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable short-term
investments ("Taxable Investments") consisting of: notes of issuers
having, at the time of purchase, a quality rating within the two highest
grades of Moody's, S&P or Fitch; obligations of the U.S. Government, its
agencies or instrumentalities; commercial paper rated not lower than P-1
by Moody's, A-l by S&P or F-1 by Fitch; certificates of deposit of U.S.
domestic banks, including foreign branches of domestic banks, with assets
of one billion dollars or more; time deposits, bankers' acceptances and
other short-term bank obligations; and repurchase agreements in respect
of any of the foregoing. Dividends paid by the Fund that are attributable to
income earned by the Fund from Taxable Investments will be taxable to
investors. See "Dividends, Distributions and Taxes." Except for temporary
defensive purposes, at no time will more than 20% of the value of the
Fund's net assets be invested in Taxable Investments and Municipal
Obligations the interest from which gives rise to a preference item for
the purpose of the alternative minimum tax. If the Fund pur-
Page 6
chases Taxable Investments it will value them using the amortized cost
method and comply with the provisions of Rule 2a-7 relating to purchases
of taxable instruments. Under normal market conditions, the Fund anticipates
that not more than 5% of the value of its total assets will be invested in any
one category of Taxable Investments. Taxable Investments are more fully
described in the Statement of Additional Information, to which reference
hereby is made.
CERTAIN FUNDAMENTAL POLICIES - The Fund may (i) borrow money from
banks, but only for temporary or emergency (not leveraging) purposes, in
an amount up to 10% of the value of the Fund's total assets (including the
amount borrowed) valued at the lesser of cost or market, less liabilities
(not including the amount borrowed) at the time the borrowing is made.
While borrowings exceed 5% of the Fund's total assets, the Fund will not
make any additional investments; (ii) pledge, hypothecate, mortgage or
otherwise encumber its assets, but only in an amount up to 10% of the
value of its net assets to secure borrowings for temporary or emergency
purposes; (iii) invest up to 5% of its total assets in the obligations of any
issuer, except that up to 25% of the value of the Fund's total assets may
be invested (subject to the provisions of Rule 2a-7), and obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities may be purchased, without regard to any such
limitation; (iv) invest up to 25% of its total assets in the securities of
issuers in any industry, provided that there is no such limitation on
investments in Municipal Obligations or in obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities; (v)
invest up to 10% of its net assets in repurchase agreements providing for
settlement in more than seven days after notice and in securities that are
not readily marketable (which securities could include participation
interests (including municipal lease/purchase agreements) that are not
subject to the demand feature described above and floating and variable
rate demand obligations as to which the Fund cannot exercise the related
demand feature described above and as to which there is no secondary
market); and (vi) invest up to 10% of its total assets in time deposits
maturing from two business days through seven calendar days. This
paragraph describes fundamental policies that cannot be changed without
approval by the holders of a majority (as defined in the Investment
Company Act of 1940) of the Fund's outstanding voting shares. See
"Investment Objective and Management Policies- Investment
Restrictions" in the Statement of Additional Information.
INVESTMENT CONSIDERATIONS - Even though interest-bearing securities
are investments which promise a stable stream of income, the prices of
such securities are inversely affected by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations. The values
of fixed-income securities also may be affected by changes in the credit
rating or financial condition of the issuing entities.
New issues of Municipal Obligations usually are offered on a when-
issued basis, which means that delivery and payment for such Municipal
Obligations ordinarily take place within 45 days after the date of the
commitment to purchase. The payment obligation and the interest rate
that will be received on the Municipal Obligations are fixed at the time
the Fund enters into the commitment. The Fund will make commitments to
purchase such Municipal Obligations only with the intention of actually
acquiring the securities, but the Fund may sell these securities before the
settlement date if it is deemed advisable, although any gain realized on
such sale would be taxable. The Fund will not accrue income in respect of
a when-issued security prior to its stated delivery date. No additional
when-issued commitments will be made if more than 20% of the value of
the Fund's net assets would be so committed.
Municipal Obligations purchased on a when-issued basis and the
securities held in the Fund's portfolio are subject to changes in value
(both generally changing in the same way, i.e., appreciating when interest
rates decline and depreciating when interest rates rise) based upon the
public's perception of the creditworthiness of the issuer and changes, real
or anticipated, in the level of interest rates. Municipal Obligations
purchased on a when-issued basis may expose the Fund to risk because
they may experience such fluctuations prior to their actual delivery.
Purchasing Municipal Obligations on a when-issued basis can involve the
additional risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the transaction
itself. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of
Page 7
the when-issued commitments will be established and maintained at the Fund's
custodian bank. Purchasing Municipal Obligations on a when-issued basis when
the Fund is fully or almost fully invested may result in greater potential
fluctuation in the value of the Fund's net assets and its net asset value
per share.
Certain municipal lease/purchase obligations in which the Fund may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for
the leased property.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase
the cost of the Municipal Obligations available for purchase by the Fund
and thus reduce available yield. Shareholders should consult their tax
advisers concerning the effect of these provisions on an investment in the
Fund. Proposals that may restrict or eliminate the income tax exemption
for interest on Municipal Obligations may be introduced in the future. If
any such proposal were enacted that would reduce the availability of
Municipal Obligations for investment by the Fund so as to adversely affect
Fund shareholders, the Fund would reevaluate its investment objective and
policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that
would treat a type of Municipal Obligation as taxable, the Fund would treat
such security as a permissible Taxable Investment within the applicable
limits set forth herein.
Investment decisions for the Fund are made independently from those of
other investment companies advised by The Dreyfus Corporation. However,
if such other investment companies are prepared to invest in, or desire to
dispose of, Municipal Obligations or Taxable Investments at the same time
as the Fund, available investments or opportunities for sales will be
allocated equitably to each investment company. In some cases, this
procedure may adversely affect the size of the position obtained for or
disposed of by the Fund or the price paid or received by the Fund.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment
adviser. As of April 30, 1994, The Dreyfus Corporation managed or
administered approximately $72 billion in assets for more than 1.9
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Fund, subject to the overall authority of the Fund's Board of Trustees in
accordance with Massachusetts law.
Under the terms of the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of .20 of 1%
of the value of the Fund's average daily net assets. For the fiscal year
ended January 31, 1994, the Fund paid The Dreyfus Corporation a monthly
management fee at the effective annual rate of .16 of 1% of the value of
the Fund's average daily net assets pursuant to an undertaking by The
Dreyfus Corporation.
Unless The Dreyfus Corporation gives the Fund's investors at least 90
days' notice to the contrary, The Dreyfus Corporation, and not the Fund,
will be liable for Fund expenses (exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be borne by the Fund: (i) the management fee payable
by the Fund monthly at the annual rate of .20 of 1% of the Fund's average
daily net assets and (ii) as to Class B shares only, payments made
pursuant to the Fund's Service Plan at the annual rate of .25 of 1% of the
value of the average daily net assets of Class B. See "Service Plan." The
Fund will not reimburse The Dreyfus Corporation for any amounts it may
bear.
Page 8
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 110 Washington Street, New York, New York 10286, is
the Fund's Custodian.
HOW TO BUY FUND SHARES
The Fund's distributor is Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, located at 200 Park Avenue, New
York, New York 10166. The shares it distributes are not deposits or
obligations of The Dreyfus Security Savings Bank, F.S.B. and therefore are
not insured by the Federal Deposit Insurance Corporation.
The Fund is designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or
similar capacity. Fund shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to
open a single master account with the Fund for all purposes. In certain
cases, the Fund may request investors to maintain separate master
accounts for shares held by the investor (i) for its own account, for the
account of other institutions and for accounts for which the institution
acts as a fiduciary, and (ii) for accounts for which the investor acts in
some other capacity. An institution may arrange with the Transfer Agent
for sub-accounting services and will be charged directly for the cost of
such services.
The minimum initial investment is $10,000,000, unless: (a) the investor
has invested at least $10,000,000 in the aggregate among the Fund,
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus Municipal Cash Management Plus,
Dreyfus New York Municipal Cash Management, Dreyfus Treasury Cash
Management and Dreyfus Treasury Prime Cash Management; or (b) the
investor has, in the opinion of Dreyfus Service Corporation, adequate
intent and availability of funds to reach a future level of investment of
$10,000,000 among the funds identified above. There is no minimum for
subsequent purchases. The initial investment must be accompanied by the
Fund's Account Application. Management understands that some Service
Agents and other institutions may charge their clients fees in connection
with purchases for the accounts of their clients. These fees would be in
addition to any amounts which might be received under the Service Plan.
Service Agents may receive different levels of compensation for selling
different classes of shares. Each Service Agent has agreed to transmit to
its clients a schedule of such fees. Share certificates are issued only upon
the investor's written request. No certificates are issued for fractional
shares. The Fund reserves the right to reject any purchase order. It is not
recommended that the fund be used as a vehicle for Keogh, IRA or other
qualified retirement plans.
Fund shares may be purchased by wire, by telephone or through
compatible computer facilities. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks.
For instructions concerning purchases and to determine whether their
computer facilities are compatible with the Fund's, investors should call
Dreyfus Service Corporation at one of the telephone numbers listed under
"General Information" in this Prospectus.
Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form and Federal Funds
(monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Transfer Agent or
other agent or entity subject to the direction of such agents. If an
investor does not remit Federal Funds, its payment must be converted into
Federal Funds. This usually occurs within one business day of receipt of a
bank wire and within two business days of receipt of a check drawn on a
member bank of the Federal Reserve System. Checks drawn on banks which
are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
The Fund's net asset value per share is determined as of 12:00 Noon,
New York time, on each day the New York Stock Exchange is open for
business. Net asset value per share of each class is computed by dividing
the value of the Fund's net assets represented by such class (i.e., the value
of its assets less liabilities) by the total number of shares of such class
outstanding. See "Determination of Net Asset Value" in the Fund's
Statement of Additional Information.
Page 9
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Transfer Agent will receive the dividend declared that day.
Investors whose payments are received in or converted into Federal Funds
after 12:00 Noon, New York time, by the Transfer Agent will begin to
accrue dividends on the following business day.
Investors may telephone orders for purchase of the Fund's shares. These
orders will become effective at the price determined at 12:00 Noon, New
York time, and the shares purchased will receive the dividend on Fund
shares declared on that day if the telephone order is placed by 12:00 Noon,
New York time, and Federal Funds are received by 4:00 p.m., New York time,
on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN"), upon opening or reopening an
account. See "Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement. Failure
to furnish a certified TIN to the Fund could subject an investor to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
INVESTOR SERVICES
EXCHANGE PRIVILEGE __ The Exchange Privilege enables an investor to
purchase, in exchange for Class A or Class B shares of the Fund, shares of
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus Municipal Cash Management Plus,
Dreyfus New York Municipal Cash Management, Dreyfus Treasury Cash
Management and Dreyfus Treasury Prime Cash Management, which have
different investment objectives that may be of interest to investors. Upon
an exchange into a new account, the following shareholder services and
privileges, as applicable and where available, will be automatically
carried over to the fund into which the exchange is made: Exchange
Privilege, Redemption by Wire or Telephone, Redemption Through
Compatible Computer Facilities and the dividend/capital gain distribution
option selected by the investor.
To use this Privilege, exchange instructions must be given to Dreyfus
Service Corporation in writing, by wire or by telephone. See "How to
Redeem Fund Shares-Procedures." Before any exchange, the investor must
obtain and should review a copy of the current prospectus of the fund into
which the exchange is being made. Prospectuses may be obtained from
Dreyfus Service Corporation. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form.
The exchange of shares of one fund for shares of another fund is treated
for Federal income tax purposes as a sale of the shares given in exchange
by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss. No fees currently are charged investors directly in
connection with exchanges, although the Fund reserves the right, upon not
less than 60 days' written notice, to charge investors a nominal fee in
accordance with rules promulgated by the Securities and Exchange
Commission. The Fund reserves the right to reject any exchange request in
whole or in part. The Exchange Privilege may be modified or terminated at
any time upon notice to investors.
DREYFUS AUTO-EXCHANGE PRIVILEGE __ Dreyfus Auto-Exchange Privilege
enables an investor to invest regularly (on a semi-monthly, monthly,
quarterly or annual basis), in exchange for Class A or Class B shares of the
Fund, in shares of Dreyfus Cash Management, Dreyfus Cash Management
Plus, Inc., Dreyfus Government Cash Management, Dreyfus Municipal Cash
Management Plus, Dreyfus New York Municipal Cash Management, Dreyfus
Treasury Cash Management or Dreyfus Treasury Prime Cash Management, if
the investor holds shares of such funds prior to the exchange. The amount
an investor designates, which can be expressed either in terms of a
specific dollar or share amount, will be exchanged automatically on the
first and/or fifteenth of the month according to the schedule that the
investor has selected. Shares will be exchanged at the then-current net
asset value. The right to exercise this Privilege may be modified or
cancelled by the Fund or the Transfer Agent. An investor may modify or
cancel the exercise of this Privilege at any time by writing to The Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard,
8th Floor, Uniondale, New York 11556-0144. The Fund may charge a
service fee for the use of this Privilege. No such fee currently is
contemplated. The exchange of shares of one fund for shares of another is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an
Page 10
exchanging investor may realize a taxable gain or loss. For more information
concerning this Privilege and the funds eligible to participate in this
Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form, please
call in New York State 1-718-895-1650; outside New York City call collect;
outside New York State call toll free 1-800-346-3621.
HOW TO REDEEM FUND SHARES
GENERAL - Investors may request redemption of shares at any time and the
shares will be redeemed at the next determined net asset value.
The Fund imposes no charges when shares are redeemed directly through
Dreyfus Service Corporation. Service agents or other institutions may
charge their clients a nominal fee for effecting redemptions of Fund
shares. Any share certificates representing Fund shares being redeemed
must be submitted with the redemption request. The value of the shares
redeemed may be more or less than their original cost, depending upon the
Fund's then current net asset value.
If a request for redemption is received in proper form by Dreyfus
Service Corporation by 12:00 Noon, New York time, the proceeds of the
redemption, if transfer by wire is requested, ordinarily will be
transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day by Dreyfus Service Corporation, the shares will receive the
dividend on the Fund's shares declared on that day and the proceeds of
redemption, if wire transfer is requested, ordinarily will be transmitted
in Federal Funds on the next business day.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and
Exchange Commission.
PROCEDURES - Investors may redeem Fund shares by wire or telephone, or
through compatible computer facilities as described below.
An investor may redeem or exchange Fund shares by telephone if he or
she has checked the appropriate box on the Fund's Account Application or
has filed a Shareholder Services Form with the Transfer Agent. If an
investor selects a telephone redemption or exchange privilege, the
investor authorizes the Transfer Agent or Dreyfus Service Corporation to
act on telephone instructions from any person representing himself or
herself to be an authorized representative of the investor, and reasonably
believed by the Transfer Agent or Dreyfus Service Corporation, as the case
may be, to be genuine. The Fund will require the Transfer Agent and
Dreyfus Service Corporation to employ reasonable procedures, such as
requiring a form of personal identification, to confirm that instructions
are genuine and, if they do not follow such procedures, they may be liable
for any losses due to unauthorized or fraudulent instructions. The Fund,
Dreyfus Service Corporation or the Transfer Agent will not not be liable
for following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Transfer Agent or Dreyfus Service
Corporation by telephone to request a redemption or exchange of Fund
shares. In such cases, investors should consider using the other
redemption procedures described herein.
REDEMPTION BY WIRE OR TELEPHONE - Investors may redeem Fund shares
by wire or telephone. The redemption proceeds will be paid by wire
transfer. Investors can redeem shares by telephone by calling Dreyfus
Service Corporation at one of the telephone numbers listed under "General
Information" in this Prospectus. The Fund reserves the right to refuse any
request made by wire or telephone and may limit the amount involved or
the number of telephone redemptions. This procedure may be modified or
terminated at any time by the Transfer Agent or the Fund. The Fund's
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES - The Fund
makes available to institutions the ability to redeem shares through
compatible computer facilities. Investors desiring to redeem shares in
this
Page 11
manner should call Dreyfus Service Corporation at one of the
telephone numbers listed under "General Information" in this Prospectus
to determine whether their computer facilities are compatible and to
receive instructions for redeeming shares in this manner.
SERVICE PLAN
(Class B Only)
Class B shares are subject to a Service Plan adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940. Under the Service Plan,
the Fund pays Dreyfus Service Corporation for advertising, marketing and
distributing Class B shares and for the provision of certain services to the
holders of Class B shares a fee at the annual rate of .25 of 1% of the value
of the average daily net assets of Class B. The services provided may
include personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing reports
and other information, and services related to the maintenance of such
shareholder accounts. The fee payable for such services is intended to be a
"service fee" as defined in Article III, Section 26 of the NASD Rules of
Fair Practice. Under the Service Plan, Dreyfus Service Corporation may
make payments to Service Agents in respect of these services. Dreyfus
Service Corporation determines the amounts to be paid to Service Agents.
Each Service Agent is required to disclose to its clients any compensation
payable to it by the Fund pursuant to the Service Plan and any other
compensation payable by their clients in connection with the investment
of their assets in Fund shares. From time to time, Dreyfus Service
Corporation may defer or waive receipt of fees under the Service Plan
while retaining the ability to be paid by the Fund under the Service Plan
thereafter. The fees payable to Dreyfus Service Corporation under the
Service Plan for advertising, marketing and distributing Class B shares
and for payments to Service Agents are payable without regard to actual
expenses incurred.
SHAREHOLDER SERVICES PLAN
(Class A Only)
Class A shares are subject to a Shareholder Services Plan pursuant to
which the Fund has agreed to reimburse Dreyfus Service Corporation an
amount not to exceed an annual rate of .25 of 1% of the value of the
average daily net assets of Class A shares for certain allocated expenses
of providing personal services to, and/or maintaining accounts of, Class A
shareholders. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. Pursuant to
an undertaking by The Dreyfus Corporation described under "Management
of the Fund," The Dreyfus Corporation, and not the Fund, currently
reimburses Dreyfus Service Corporation for any such allocated expenses.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Fund shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays
and holidays are declared as dividends on the next business day. Dividends
usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Fund shares at net asset value or,
at the investor's option, paid in cash. If an investor redeems all shares in
its account at any time during the month, all dividends to which the
investor is entitled will be paid along with the proceeds of the
redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, 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"), in all events in a manner consistent with the provisions of the
Investment Company Act of 1940. The Fund will not make distributions
from net realized securities gains unless capital loss carryovers, if any,
have been utilized or have expired. Investors may choose whether to
receive distributions in cash or to reinvest in additional Fund shares at
net asset value. All expenses are accrued daily and deducted before
Page 12
declaration of dividends to investors. Dividends paid by each class will be
calculated at the same time and in the same manner and will be of the
same amount, except that the expenses attributable solely to Class A or
Class B will be borne exclusively by such Class. Class B shares will
receive lower per share dividends than Class A shares because of the
higher expenses borne by Class B. See "Annual Fund Operating Expenses."
Except for dividends from Taxable Investments, the Fund anticipates
that substantially all dividends paid by the Fund will not be subject to
Federal income tax (i.e., exempt-interest dividends). Dividends derived
from Taxable Investments, together with distributions from any net
realized short-term securities gains of the Fund and gains from the sale
or other disposition of certain market discount bonds, are taxable as
ordinary income whether received in cash or reinvested in Fund shares, if
the beneficial holder of Fund shares is a citizen or resident of the United
States. No dividend paid by the Fund will qualify for the dividends received
deduction allowable to certain U.S. corporations. Distributions from net
realized long-term securities gains of the Fund generally are taxable as
long-term capital gains for Federal income tax purposes if the beneficial
holder of Fund shares is a citizen or resident of the United States,
regardless of how long shareholders have held their Fund shares and
whether such distributions are received in cash or reinvested in Fund
shares. The Code provides that the net capital gain of an individual will
not be subject to Federal income tax at a rate in excess of 28%. Under the
Code, interest on indebtedness incurred or continued to purchase or carry
Fund shares which is deemed to relate to exempt-interest dividends is not
deductible. Dividends and distributions may be subject to certain state
and local taxes.
Although all or a substantial portion of the dividends paid by the Fund
may be excluded by beneficial holders of Fund shares from their gross
income for Federal income tax purposes, the Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference
item for purposes of the alternative minimum tax, (ii) a component of the
"adjusted current earnings" preference item for purposes of the corporate
alternative minimum tax, as well as a component in computing the
corporate environmental tax, or (iii) a factor in determining the extent to
which the Social Security benefits of a beneficial holder of Fund shares
are taxable. If the Fund purchases such securities, the portion of the
Fund's dividends related thereto will not necessarily be tax exempt to a
beneficial holder of Fund shares who is subject to the alternative
minimum tax and/or tax on Social Security benefits and may cause a
beneficial holder to be subject to such taxes.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and gains
from the sale or other disposition of certain market discount bonds, paid
by the Fund with respect to Fund shares beneficially owned by a foreign
person generally are subject to U.S. nonresident withholding tax at the
rate of 30%, unless the foreign person claims the benefit of a lower rate
specified in a tax treaty. Distributions from net realized long-term
securities gains paid by the Fund with respect to Fund shares beneficially
owned by a foreign person, generally will not be subject to U.S.
nonresident withholding tax. However, such distributions may be subject
to backup withholding, as described below, unless the foreign person
certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and distributions
will be mailed to such investor annually. Each investor also will receive
periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if
any, paid during the year. These statements set forth the dollar amount of
income exempt from Federal tax and the dollar amount, if any, subject to
Federal tax. These dollar amounts will vary depending on the size and
length of time of the investor's investment in the Fund. If the Fund pays
dividends derived from taxable income, it intends to designate as taxable
the same percentage of the day's dividend as the actual taxable income
earned on that day bears to total income earned on that day. Thus, the
percentage of the dividend designated as taxable, if any, may vary from
day to day.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to
backup
Page 13
withholding as a result of a failure to properly report taxable
dividend or interest income on a Federal income tax return. Furthermore,
the IRS may notify the Fund to institute backup withholding if the IRS
determines a shareholder's TIN is incorrect or if a shareholder has failed
to properly report taxable dividend and interest income on a Federal
income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended January 31, 1994 as a "regulated investment company"
under the Code. The Fund intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Such
qualification relieves the Fund of any liability for Federal income tax to
the extent its earnings are distributed in accordance with applicable
provisions of the Code. The Fund is subject to a non-deductible 4% excise
tax, measured with respect to certain undistributed amounts of taxable
investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on January 27, 1984, and
commenced operations on March 12, 1985. On May 22, 1987 the Fund was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. The Fund is authorized to issue an
unlimited number of shares of beneficial interest, par value $.001 per
share. The Fund's shares are classified into two classes. Each share has
one vote and shareholders will vote in the aggregate and not by class
except as otherwise required by law or with respect to any matter which
affects only one class. Holders of Class B shares only, however, will be
entitled to vote on matters submitted to shareholders pertaining to the
Service Plan.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Fund. However, the
Agreement and Declaration of Trust (the "Trust Agreement") disclaims
shareholder liability for acts or obligations of the Fund and requires that
notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by the Fund or a Trustee. The Trust
Agreement provides for indemnification from the Fund's property for all
losses and expenses of any shareholder held personally liable for the
obligations of the Fund. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its
obligations, a possibility which management believes is remote. Upon
payment of any liability incurred by the Fund, the shareholder paying such
liability will be entitled to reimbursement from the general assets of the
Fund. The Trustees intend to conduct the operations of the Fund in such a
way so as to avoid, as far as possible, ultimate liability of the
shareholders for liabilities of the Fund. As described under "Management
of the Fund" in the Statement of Additional Information, the Fund
ordinarily will not hold shareholder meetings; however, shareholders
under certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Trustees.
The Transfer Agent maintains a record of each investor's ownership and
sends confirmations and statements of account.
Investor inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650;
outside New York State call toll free 1-800-346-3621. Individuals or
entities for whom institutions may purchase or redeem Fund shares should
call toll free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder
servicing functions. While the matter is not free from doubt, the Fund's
Board of Trustees believes that such laws should not preclude a bank from
Page 14
acting on behalf of clients as contemplated by this Prospectus. However,
judicial or administrative decisions or interpretations of such laws, as
well as changes in either Federal or state statutes or regulations relating
to the permissible activities of banks and their subsidiaries or affiliates,
could prevent a bank from continuing to perform all or part of the
activities contemplated by this Prospectus. If a bank were prohibited from
so acting, its shareholder clients would be permitted to remain Fund
shareholders and alternative means for continuing the servicing of such
shareholders would be sought. In such event, changes in the operation of
the Fund might occur and shareholders serviced by such bank might no
longer be able to avail themselves of any automatic investment or other
services then being provided by the bank. The Fund does not expect that
shareholders would suffer any adverse financial consequences as a result
of any of these occurrences.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 15
PROSPECTUS
(Lion)
DREYFUS
TAX EXEMPT
CASH MANAGEMENT
Copyright, Dreyfus Service Corporation, Distributor
__________________________________________________________________________
DREYFUS TAX EXEMPT CASH MANAGEMENT
CLASS A AND CLASS B SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 31, 1994
__________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Tax Exempt Cash Management (the "Fund"), dated May 31, 1994, as
it may be revised from time to time. To obtain a copy of the Fund's
Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144 or, in the case of institutional investors,
call the following numbers:
Outside New York State -- Call Toll Free 1-800-346-3621
In New York State -- Call 1-718-895-1650
Individuals or entities for whom institutions may purchase or redeem
Fund shares may write to the Fund at the above address or call toll free
1-800-554-4611 to obtain a copy of the Fund's Prospectus.
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
Dreyfus Service Corporation (the "Distributor"), a wholly owned
subsidiary of the Manager, is the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . . . . . . B-7
Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . B-11
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . B-12
Service Plan (Class B Only) . . . . . . . . . . . . . . . . . . . . . B-13
Shareholder Services Plan (Class A Only). . . . . . . . . . . . . . . B-14
Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . . . . B-14
Determination of Net Asset Value. . . . . . . . . . . . . . . . . . . B-15
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . B-16
Investor Services . . . . . . . . . . . . . . . . . . . . . . . . . . B-17
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . . B-18
Yield Information . . . . . . . . . . . . . . . . . . . . . . . . . . B-18
Information About the Fund. . . . . . . . . . . . . . . . . . . . . . B-19
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . . . . B-19
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-21
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . B-25
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . B-36
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Description of the Fund."
The average distribution of investments (at value) in Municipal
Obligations by ratings for the fiscal year ended January 31, 1994,
computed on a monthly basis, was as follows:
Fitch Moody's Standard
Investors Investors & Poor's
Service, Inc. Service, Inc. Corporation Percentage
("Fitch") or ("Moody's") or ("S&P") of Value
- ------------- ------------- ----------- ----------
F-1 MIG 1 SP-1 96.1%
F-2 MIG 2 SP-2 .3%
AAA/AA Aaa/Aa AAA/AA 3.6%
------
100.0%
======
Municipal Obligations. The term "Municipal Obligations" generally
includes debt obligations issued to obtain funds for various public
purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works. Other public
purposes for which Municipal Obligations may be issued include refunding
outstanding obligations, obtaining funds for general operating expenses
and lending such funds to other public institutions and facilities. In
addition, certain types of industrial development bonds are issued by or
on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated
housing facilities, sports facilities, convention or trade show
facilities, airport, mass transit, industrial, port or parking facilities,
air or water pollution control facilities and certain local facilities for
water supply, gas, electricity, or solid waste or sewage disposal; the
interest paid on such obligations may be exempt from Federal income tax,
although current tax laws place substantial limitations on the size of
such issues. Such obligations are considered to be Municipal Obligations
if the interest paid thereon qualifies as exempt from Federal income tax
in the opinion of bond counsel to the issuer. There are, of course,
variations in the security of Municipal Obligations, both within a
particular classification and between classifications.
Floating and variable rate demand notes and bonds are tax exempt
obligations ordinarily having stated maturities in excess of 13 months,
but which permit the holder to demand payment of principal at any time, or
at specified intervals not exceeding 13 months, in each case upon not more
than 30 days' notice. The issuer of such obligations ordinarily has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligation plus accrued interest upon
a specified number of days' notice to the holders thereof. The interest
rate on a floating rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically each time
such rate is adjusted. The interest rate on a variable rate demand
obligation is adjusted automatically at specified intervals.
For the purpose of diversification under the Investment Company Act
of 1940 (the "Act"), the identification of the issuer of Municipal
Obligations depends on the terms and conditions of the security. When the
assets and revenues of an agency, authority, instrumentality or other
political subdivision are separate from those of the government creating
the subdivision and the security is backed only by the assets and revenues
of the subdivision, such subdivision would be deemed to be the sole
issuer. Similarly, in the case of an industrial development bond, if that
bond is backed only by the assets and revenues of the non-governmental
user, then such non-governmental user would be deemed to be the sole
issuer. If, however, in either case, the creating government or some
other entity guarantees a security, such a guaranty would be considered a
separate security and will be treated as an issue of such government or
other entity.
The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a
particular offering, maturity of the obligation and rating of the issue.
The imposition of the Fund's management fee, as well as other operating
expenses, will have the effect of reducing the yield to investors.
Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special risks not
ordinarily associated with Municipal Obligations. Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation
ordinarily is backed by the municipality's covenant to budget for,
appropriate and make the payments due under the lease obligation.
However, certain lease obligations contain "non-appropriation" clauses
which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated
for such purpose on a yearly basis. Although "non-appropriation" lease
obligations are secured by the leased property, disposition of the
property in the event of foreclosure might prove difficult. The Fund will
seek to minimize these risks by investing only in those lease obligations
that (1) are rated in one of the highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the lease obligation was
rated by only one such organization) or (2) if unrated, are purchased
principally from the issuer or domestic banks or other responsible third
parties, in each case only if the seller shall have entered into an
agreement with the Fund providing that the seller or other responsible
third party will either remarket or repurchase the municipal lease within
a short period after demand by the Fund. The staff of the Securities and
Exchange Commission currently considers certain lease obligations to be
illiquid. Accordingly, not more than 10% of the value of the Fund's net
assets will be invested in lease obligations that are illiquid and in
other securities that are not readily marketable. See "Investment
Restrictions No. 6" below.
Ratings of Municipal Obligations. If, subsequent to its purchase by
the Fund, (a) an issue of rated Municipal Obligations ceases to be rated
in the highest rating category by at least two rating organizations (or
one rating organization if the instrument was rated by only one such
organization) or the Fund's Board determines that it is no longer of
comparable quality or (b) the Manager becomes aware that any portfolio
security not so highly rated or any unrated security has been given a
rating by any rating organization below the rating organization's second
highest rating category, the Fund's Board will reassess promptly whether
such security presents minimal credit risk and will cause the Fund to take
such action as it determines is in the best interest of the Fund and its
shareholders; provided that the reassessment required by clause (b) is not
required if the portfolio security is disposed of or matures within five
business days of the Manager becoming aware of the new rating and the
Fund's Board is subsequently notified of the Manager's actions.
To the extent that the ratings given by Moody's, S&P or Fitch for
Municipal Obligations may change as a result of changes in such organiza-
tions or their rating systems, the Fund will attempt to use comparable
ratings as standards for its investments in accordance with the investment
policies contained in the Fund's Prospectus and this Statement of
Additional Information. The ratings of Moody's, S&P and Fitch represent
their opinions as to the quality of the Municipal Obligations which they
undertake to rate. It should be emphasized, however, that ratings are
relative and subjective and are not absolute standards of quality.
Although these ratings may be an initial criterion for selection of port-
folio investments, the Manager also will evaluate these securities and the
creditworthiness of the issuers of such securities based upon financial
and other available information.
Taxable Investments. Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ only in their interest rates, maturities and
times of issuance. Treasury Bills have initial maturities of one year or
less; Treasury Notes have initial maturities of one to ten years; and
Treasury Bonds generally have initial maturities of greater than ten
years. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities, for example, Government National Mortgage
Association pass-through certificates, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the Federal Home
Loan Banks, by the right of the issuer to borrow from the U.S. Treasury;
others, such as those issued by the Federal National Mortgage Association,
by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the credit of
the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will
always do so, since it is not so obligated by law. The Fund will invest
in such securities only when it is satisfied that the credit risk with
respect to the issuer is minimal.
Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs.
Certificates of deposit are negotiable certificates representing the
obligation of a bank to repay funds deposited with it for a specified
period of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate. Investments in time deposits generally
are limited to London branches of domestic banks that have total assets in
excess of one billion dollars. Time deposits which may be held by the
Fund will not benefit from insurance from the Bank Insurance Fund or the
Savings Association Insurance Fund administered by the Federal Deposit
Insurance Corporation.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the face
amount of the instrument upon maturity. Other short-term bank
obligations may include uninsured, direct obligations bearing fixed,
floating or variable interest rates.
Repurchase agreements involve the acquisition by the Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price,
usually not more than one week after its purchase. The Fund's custodian
will have custody of, and will hold in a segregated account, securities
acquired by the Fund under a repurchase agreement. Repurchase agreements
are considered by the staff of the Securities and Exchange Commission to
be loans by the Fund. In an attempt to reduce the risk of incurring a
loss on a repurchase agreement, the Fund will enter into repurchase
agreements only with domestic banks with total assets in excess of one
billion dollars or primary government securities dealers reporting to the
Federal Reserve Bank of New York, with respect to securities of the type
in which the Fund may invest, and will require that additional securities
be deposited with it if the value of the securities purchased should
decrease below resale price. The Manager will monitor on an ongoing basis
the value of the collateral to assure that it always equals or exceeds the
repurchase price. Certain costs may be incurred by the Fund in connection
with the sale of the securities if the seller does not repurchase them in
accordance with the repurchase agreement. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the securities,
realization on the securities by the Fund may be delayed or limited. The
Fund will consider on an ongoing basis the creditworthiness of the
institutions with which it enters into repurchase agreements.
Investment Restrictions. The Fund has adopted the following
restrictions as fundamental policies. These restrictions cannot be
changed without approval by the holders of a majority (as defined in the
Act) of the Fund's outstanding voting shares. The Fund may not:
1. Purchase securities other than Municipal Obligations and Taxable
Investments as those terms are defined above and in the Fund's
Prospectus.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 10% of the value of the
Fund's total assets (including the amount borrowed) based on the
lesser of cost or market, less liabilities (not including the
amount borrowed) at the time the borrowing is made. While
borrowings exceed 5% of the value of the Fund's total assets,
the Fund will not make any additional investments.
3. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except in an amount up to 10% of the value of its total assets,
but only to secure borrowings for temporary or emergency
purposes.
4. Sell securities short or purchase securities on margin.
5. Underwrite the securities of other issuers, except that the Fund
may bid separately or as part of a group for the purchase of
Municipal Obligations directly from an issuer for its own
portfolio to take advantage of the lower purchase price
available.
6. Purchase securities subject to restrictions on disposition under
the Securities Act of 1933 (so called "restricted securities").
The Fund may not enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are not readily marketable, if, in the
aggregate, more than 10% of its net assets would be so invested.
The Fund may not invest in time deposits maturing in more than
seven days, and time deposits maturing from two business days
through seven calendar days may not exceed 10% of the Fund's
total net assets.
7. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas
interests, but this shall not prevent the Fund from investing in
Municipal Obligations secured by real estate or interests
therein.
8. Make loans to others except through the purchase of qualified
debt obligations and the entry into repurchase agreements
referred to above and in the Fund's Prospectus.
9. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of
any other issuer, except that up to 25% of the value of the
Fund's total assets may be invested, and securities issued or
guaranteed by the U.S. Government or its agencies or
instrumentalities may be purchased, without regard to any such
limitations. Notwithstanding the foregoing, to the extent
required by the rules of the Securities and Exchange Commission,
the Fund will not invest more than 5% of its assets in the
obligations of any one bank, except that up to 25% of the value
of the Fund's total assets may be invested without regard to
such limitation.
10. Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no
such limitation on the purchase of Municipal Obligations and,
for temporary defensive purposes, securities issued by banks and
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
11. Purchase more than 10% of the voting securities of any issuer
(this restriction applies only with respect to 75% of the Fund's
assets) or invest in companies for the purpose of exercising
control.
12. Invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation or
acquisition of assets.
Notwithstanding Investment Restriction Nos. 1, 3 and 7, the Fund
reserves the right to enter into interest rate futures contracts, and
municipal bond index futures contracts, and any options that may be
offered in respect thereof, subject to the restrictions then in effect of
the Securities and Exchange Commission and the Commodity Futures Trading
Commission and to the receipt or taking, as the case may be, of
appropriate consents, approvals and other actions from or by those
regulatory bodies. In any event, no such contracts or options will be
entered into until a general description of the terms thereof are set
forth in a subsequent prospectus and statement of additional information,
the Registration Statement with respect to which has been filed with the
Securities and Exchange Commission and has become effective.
For purposes of Investment Restriction No. 10, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together
as an "industry." If a percentage restriction is adhered to at the time
of investment, a later increase or decrease in percentage resulting from a
change in values or assets will not constitute a violation of such
restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interest of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Trustees and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. The Trustee who is deemed to be an "interested person"
of the Fund, as defined in the Act, is indicated by an asterisk.
Trustees and Officers of the Fund
*DAVID W. BURKE, Trustee. Vice President and Chief Administrative Officer
of the Manager, and an officer, director or trustee of other
investment companies advised or administered by the Manager since
October 1990. During the period 1977 to 1990, Mr. Burke was involved
in the management of national television news, as Vice-President and
Executive Vice President of ABC News, and subsequently as President
of CBS News. His address is 200 Park Avenue, New York, New York
10166.
ISABEL P. DUNST, Trustee. Partner in the law firm of Hogan & Hartson
since 1990. From 1986 to 1990, Deputy General Counsel of the United
States Department of Health and Human Services. She is also a
Trustee of the Clients' Security Fund of the District of Columbia Bar
and a Trustee of Temple Sinai. Her address is c/o Hogan & Hartson,
Columbia Square, 555 Thirteenth Street, N.W., Washington, D.C.
20004-1109.
LYLE E. GRAMLEY, Trustee. Consulting economist since June 1992 and Senior
Staff Vice President and Chief Economist of Mortgage Bankers
Association of America from 1985 to May 1992. Since February 1993, a
director of Countrywide Mortgage Investments. From 1980 to 1985,
member of the Board of Governors of the Federal Reserve System. His
address is 12901 Three Sisters Road, Potomac, Maryland 20854.
*RICHARD J. MOYNIHAN, Trustee, President and Investment Officer. An
employee of the Manager and an officer, director or trustee of other
investment companies advised or administered by the Manager. His
address is 200 Park Avenue, New York, New York 10166.
WARREN B. RUDMAN, Trustee. Since January 1993, Partner in the law firm
Paul, Weiss, Rifkind, Wharton & Garrison. From January 1981 to
January 1993, Mr. Rudman served as a United States Senator from the
State of New Hampshire. Also, since January 1993, Mr. Rudman has
served as Vice Chairman of the Federal Reserve Bank of Boston and as
a director of Chubb Corporation and Raytheon Corporation. Since
1988, Mr. Rudman has served as a trustee of Boston College and since
1986 as a member of the Senior Advisory Board of the Institute of
Politics of the Kennedy School of Government at Harvard University.
He also served as Deputy Chairman of the President's Foreign
Intelligence Advisory Board. His address is 1615 L Street, N.W.,
Suite 1300, Washington D.C. 20036.
Each of the "non-interested" Trustees is also a trustee of Dreyfus
Cash Management, Dreyfus Government Cash Management, Dreyfus Municipal
Cash Management Plus, Dreyfus New York Municipal Cash Management, Dreyfus
Treasury Cash Management and Dreyfus Treasury Prime Cash Management, and a
director of Dreyfus Cash Management Plus, Inc. Mr. Rudman is also a
trustee of Dreyfus BASIC U.S. Government Money Market Fund, Dreyfus
California Intermediate Municipal Bond Fund, Dreyfus Connecticut
Intermediate Municipal Bond Fund, Dreyfus Massachusetts Intermediate
Municipal Bond Fund, Dreyfus New Jersey Intermediate Municipal Bond Fund,
Dreyfus Pennsylvania Intermediate Municipal Bond Fund, Dreyfus Strategic
Income and Dreyfus Strategic Investing, and a director of Dreyfus BASIC
Money Market Fund, Inc. and Dreyfus Strategic Governments Income, Inc.
For so long as the Fund's plans described in the sections captioned
"Service Plan" and "Shareholder Services Plan" remain in effect, the
Trustees of the Fund who are not "interested persons" of the Fund, as
defined in the Act, will be selected and nominated by the Trustees who are
not "interested persons" of the Fund.
The Fund does not pay any remuneration to its officers and Trustees
other than fees and expenses to Trustees who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
the Manager, which totaled $16,167 for the fiscal year ended January 31,
1994 for all such Trustees as a group.
Each Trustee, except Mr. Burke, was elected at a meeting of
shareholders held on September 14, 1993. No further shareholder meetings
will be held for the purpose of electing Trustees unless and until such
time as less than a majority of the Trustees holding office have been
elected by shareholders, at which time the Trustees then in office will
call a shareholders' meeting for the election of Trustees. Under the Act,
shareholders of record of not less than two-thirds of the outstanding
shares of the Fund may remove a Trustee through a declaration in writing
or by vote cast in person or by proxy at a meeting called for that
purpose. Under the Fund's Agreement and Declaration of Trust, the
Trustees are required to call a meeting of shareholders for the purpose of
voting upon the question of removal of any such Trustee when requested in
writing to do so by the holders of record of not less than 10% of the
Fund's outstanding shares.
Officers of the Fund Not Listed Above
ELIE M. GENADRY, Senior Vice President. Vice President--Institutional
Sales of the Manager, Executive Vice President of the Distributor and
an officer of other investment companies advised and administered by
the Manager.
DONALD A. NANFELDT, Senior Vice President. Executive Vice President of
the Distributor and an officer of other investment companies advised
and administered by the Manager.
A. PAUL DISDIER, Vice President and Investment Officer. An employee of
the Manager and an officer of other investment companies advised and
administered by the Manager.
KAREN M. HAND, Vice President and Investment Officer. An employee of the
Manager and an officer of other investment companies advised and
administered by the Manager.
STEPHEN C. KRIS, Vice President and Investment Officer. An employee of
the Manager and an officer of other investment companies advised and
administered by the Manager.
JILL C. SHAFFRO, Vice President and Investment Officer. An employee of
the Manager and an officer of other investment companies advised or
administered by the Manager.
L. LAWRENCE TROUTMAN, Vice President and Investment Officer. An employee
of the Manager and an officer of other investment companies advised
and administered by the Manager.
SAMUEL J. WEINSTOCK, Vice President and Investment Officer. An employee
of the Manager and an officer of other investment companies advised
and administered by the Manager.
MONICA S. WIEBOLDT, Vice President and Investment Officer. An employee of
the Manager and an officer of other investment companies advised and
administered by the Manager.
JEFFREY N. NACHMAN, Vice President-Financial. Vice President-Mutual Fund
Accounting of the Manager and an officer of other investment
companies advised or administered by the Manager.
DANIEL C. MACLEAN, Vice President. Vice President and General Counsel of
the Manager, Secretary of the Distributor and an officer of other
investment companies advised or administered by the Manager.
JOHN J. PYBURN, Treasurer. Assistant Vice President of the Manager and an
officer of other investment companies advised or administered by the
Manager.
MARK N. JACOBS, Secretary. Secretary and Deputy General Counsel of the
Manager and an officer of other investment companies advised or
administered by the Manager.
PAUL T. MOLLOY, Controller. Senior Accounting Manager in the Fund
Accounting Department of the Manager and an officer of other
investment companies advised and administered by the Manager.
ROBERT I. FRENKEL, Assistant Secretary. Senior Assistant General Counsel
of the Manager and an officer of other investment companies advised
or administered by the Manager.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of the
Manager, the Distributor and other investment companies advised or
administered by the Manager.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Trustees and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of beneficial interest outstanding on May 2, 1994.
The following shareholders are known by the Fund to own of record 5%
or more of the Fund's Class A shares of beneficial interest outstanding on
May 2, 1994: (1) First Union National Bank, First Union Plaza CMG-2,
Charlotte, NC 28288 (14.0%); (2) 1st Interstate Bank of Oregon, P.O. Box
2971, Portland, OR 97208-2971 (5.7%); and (3) Central Fidelity Bank,
Variable Notice Desk, 1021 E. Cary Street, Richmond, VA 23219-4000 (5.5%).
The following shareholders are known by the Fund to own of record 5% or
more of the Fund's Class B shares of beneficial interest outstanding on
May 2, 1994: (1) Republic National Bank of NY, 176 Broadway, Mezzanine
Level, New York, NY 10038 (58.6%); (2) Barnett Bank of Jacksonville, P.O.
Box 45147, Jacksonville, FL 32232-5147 (29.3%); and (3) First Bank North,
101 W. Stephenson Street, Freeport, IL 61032-4221 (6.2%).
The following persons are also officers and/or directors of the
Manager: Howard Stein, Chairman of the Board and Chief Executive Officer;
Julian M. Smerling, Vice Chairman of the Board of Directors; Joseph S.
DiMartino, President, Chief Operating Officer and a director; Alan M.
Eisner, Vice President and Chief Financial Officer; David W. Burke, Vice
President and Chief Administrative Officer; Robert F. Dubuss, Vice
President; Peter A. Santoriello, Vice President; Kirk V. Stumpp, Vice
President--New Product Development; Philip L. Toia, Vice President--Fixed-
Income Research; Katherine C. Wickham, Assistant Vice President; Maurice
Bendrihem, Controller; and Mandell L. Berman, Alvin E. Friedman, Lawrence
M. Greene, Abigail Q. McCarthy and David B. Truman, directors.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated June 11, 1986 with the Fund, which is
subject to annual approval by (i) the Fund's Board of Trustees or (ii)
vote of a majority (as defined in the Act) of the outstanding voting
securities of the Fund, provided that in either event the continuance also
is approved by a majority of the Trustees who are not "interested persons"
(as defined in the Act) of the Fund or the Manager, by vote cast in person
at a meeting called for the purpose of voting on such approval.
Shareholders approved the Agreement on October 7, 1986 and the Board of
Trustees, including a majority of the Trustees who are not "interested
persons" of any party to the Agreement, last voted to renew the Agreement
at a meeting held on May 24, 1994. The Agreement is terminable without
penalty, on 60 days' notice, by the Fund's Board of Trustees or by vote of
the holders of a majority of the Fund's outstanding voting shares, or, on
not less than 90 days' notice, by the Manager. The Agreement will
terminate automatically in the event of its assignment (as defined in the
Act).
The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the
Fund's Board of Trustees. The Manager is responsible for investment
decisions, and provides the Fund with Investment Officers who are
authorized by the Trustees to execute purchases and sales of securities.
The Fund's Investment Officers are A. Paul Disdier, Karen M. Hand, Stephen
C. Kris, Richard J. Moynihan, Jill C. Shaffro, L. Lawrence Troutman,
Samuel J. Weinstock and Monica S. Wieboldt. The Manager also maintains a
research department with a professional staff of portfolio managers and
securities analysts who provide research services for the Fund as well as
for other funds advised by the Manager. All purchases and sales are
reported for the Trustees' review at the meeting subsequent to such
transactions.
The Manager pays the salaries of all officers and employees employed
by both it and the Fund, maintains office facilities and furnishes
statistical and research data, clerical help, accounting, data processing,
bookkeeping and internal auditing and certain other required services.
The Manager also may make such advertising and promotional expenditures,
using its own resources, as it from time to time deems appropriate.
As compensation for its services, the Fund has agreed to pay the
Manager a monthly management fee at the annual rate of .20 of 1% of the
value of the Fund's average daily net assets, as provided in the
Agreement. All fees and expenses are accrued daily and deducted before
declaration of dividends to investors. The management fees payable for
the fiscal years ended January 31, 1992, 1993 and 1994 were $3,616,798,
$3,607,051, and $3,663,999, respectively, which amounts were reduced
pursuant to an undertaking by the Manager, resulting in net management
fees paid for such fiscal years of $2,789,345, $2,919,270 and $2,978,463,
respectively.
Unless the Manager gives the Fund's investors at least 90 days'
notice to the contrary, the Manager, and not the Fund, will be liable for
those expenses of the Fund (exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be Fund expenses: (i) the management fee payable by
the Fund monthly at the annual rate of .20 of 1% of the Fund's average
daily net assets and (ii) as to Class B shares only, payments made at the
annual rate of .25 of 1% of the value of the average daily net assets of
Class B, pursuant to the Fund's Service Plan. See "Service Plan."
In addition, the Agreement provides that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the
management fee, exceed 1-1/2% of the value of the Fund's average net assets
for the fiscal year, the Fund may deduct from the payment to be made to
the Manager under the Agreement, or the Manager will bear, such excess
expense. Such deduction or payment, if any, will be estimated on a daily
basis, and reconciled and effected or paid, as the case may be, on a
monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor
also acts as distributor for the other funds in the Dreyfus Family of
Funds and for certain other investment companies.
Using Federal Funds. The Shareholder Services Group, Inc., the
Fund's transfer and dividend disbursing agent (the "Transfer Agent"), or
the Fund may attempt to notify the investor upon receipt of checks drawn
on banks that are not members of the Federal Reserve System as to the
possible delay in conversion into Federal Funds and may attempt to arrange
for a better means of transmitting the money. If the investor is a
customer of a securities dealer, bank or other financial institution and
his order to purchase Fund shares is paid for other than in Federal Funds,
the securities dealer, bank or other financial institution, acting on
behalf of its customer, will complete the conversion into, or itself
advance, Federal Funds generally on the business day following receipt of
the customer order. The order is effective only when so converted and
received by the Transfer Agent. An order for the purchase of Fund shares
placed by an investor with a sufficient Federal Funds or cash balance in
his brokerage account with a securities dealer, bank or other financial
institution will become effective on the day that the order, including
Federal Funds, is received by the Transfer Agent. In some states, banks
or other financial institutions effecting transactions in Fund shares may
be required to register as dealers pursuant to state law.
SERVICE PLAN
(CLASS B ONLY)
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Service
Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the Act provides, among other things, that an investment
company may bear expenses of distributing its shares only pursuant to a
plan adopted in accordance with the Rule. The Fund's Board of Trustees
has adopted such a plan (the "Service Plan") with respect to the Fund's
Class B shares, pursuant to which the Fund pays the Distributor for
advertising, marketing and distributing Class B shares and for the
provision of certain services to the holders of Class B shares. Under the
Service Plan, the Distributor may make payments to certain financial
institutions, securities dealers and other financial industry
professionals (collectively, "Service Agents") in respect to these
services. The Fund's Board of Trustees believes that there is a
reasonable likelihood that the Service Plan will benefit the Fund and the
holders of Class B shares.
A quarterly report of the amounts expended under the Service Plan,
and the purposes for which such expenditures were incurred, must be made
to the Trustees for their review. In addition, the Service Plan provides
that it may not be amended to increase materially the costs which holders
of Class B shares may bear pursuant to the Service Plan without the
approval of the holders of Class B shares and that other material
amendments of the Service Plan must be approved by the Board of Trustees,
and by the Trustees who are not "interested persons" (as defined in the
Act) of the Fund and have no direct or indirect financial interest in the
operation of the Service Plan or in any agreements entered into in
connection with the Service Plan, by vote cast in person at a meeting
called for the purpose of considering such amendments. The Service Plan
is subject to annual approval by such vote of the Trustees cast in person
at a meeting called for the purpose of voting on the Service Plan. The
Service Plan was so approved by the Trustees at a meeting held on May 24,
1994. The Service Plan may be terminated at any time by vote of a
majority of the Trustees who are not "interested persons" and have no
direct or indirect financial interest in the operation of the Service Plan
or in any agreements entered into in connection with the Service Plan or
by vote of the holders of a majority of Class B shares. For the period
January 10, 1994, (commencement of the initial offering of Class B shares)
through January 31, 1994, for Class B shares of the Fund nothing was paid
pursuant to the Service Plan.
SHAREHOLDER SERVICES PLAN
(CLASS A ONLY)
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services Plan."
The Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the Fund has agreed to reimburse the Distributor for
certain allocated expenses of providing personal services and/or
maintaining shareholder accounts with respect to Class A shares only. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts.
A quarterly report of the accounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Trustees for their review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Trustees, and by
the Trustees who are not "interested persons" (as defined in the Act) of
the Fund or the Manager and have no direct or indirect financial interest
in the operation of the Plan, by vote cast in person at a meeting called
for the purpose of considering such amendments. The Plan is subject to
annual approval by such vote of the Trustees cast in person at a meeting
called for the purpose of voting on the Plan. The Plan was so approved at
a meeting held on May 24, 1994. The Plan is terminable at any time by
vote of a majority of the Trustees who are not "interested persons" and
have no direct or indirect financial interest in the operation of the
Plan.
For the period May 25, 1993 (effective date of the Shareholder
Services Plan) through January 31, 1994, $117,186 was charged to the Fund,
with respect to Class A shares, pursuant to the Shareholder Services Plan.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Fund Shares."
Redemption by Wire or Telephone. By using this procedure, the
investor authorizes the Transfer Agent, to act on wire or telephone
redemption instructions from any person representing himself or herself to
be an authorized representative of the investor, and reasonably believed
by the Transfer Agent to be genuine. Ordinarily, the Fund will initiate
payment for shares redeemed pursuant to this procedure on the same
business day if the Distributor receives the redemption request in proper
form prior to 12:00 Noon, New York time, on such day; otherwise the Fund
will initiate payment on the next business day. Such payment will be made
to a bank that is a member of the Federal Reserve System.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
________________ ________________
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free. Investors should advise the operator that the
above transmittal code must be used and should also inform the operator of
the Transfer Agent's answer back sign.
Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of
the Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Board of Trustees reserves the right to make payments in whole
or in part in securities or other assets of the Fund in case of an
emergency or any time a cash distribution would impair the liquidity of
the Fund to the detriment of the existing shareholders. In such event,
the securities would be valued in the same manner as the Fund's portfolio
is valued. If the recipient sold such securities, brokerage charges would
be incurred.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities
and Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
Amortized Cost Pricing. The valuation of the Fund's portfolio
securities is based upon their amortized cost which does not take into
account unrealized capital gains or losses. This involves valuing an
instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. While
this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.
The Board of Trustees has established, as a particular responsibility
within the overall duty of care owed to the Fund's investors, procedures
reasonably designed to stabilize the Fund's price per share as computed
for the purpose of purchases and redemptions at $1.00. Such procedures
include review of the Fund's portfolio holdings by the Board of Trustees,
at such intervals as it deems appropriate, to determine whether the Fund's
net asset value calculated by using available market quotations or market
equivalents deviates from $1.00 per share based on amortized cost. Market
quotations and market equivalents used in such review are obtained from an
independent pricing service (the "Service") approved by the Board of
Trustees. The Service will value the Fund's investments based on methods
which include consideration of: yields or prices of municipal obligations
of comparable quality, coupon, maturity and type; indications of values
from dealers; and general market conditions. The Service also may employ
electronic data processing techniques and/or a matrix system to determine
valuations.
The extent of any deviation between the Fund's net asset value based
upon available market quotations or market equivalents and $1.00 per share
based on amortized cost will be examined by the Board of Trustees. If
such deviation exceeds 1/2 of 1%, the Board of Trustees will consider
promptly what action, if any, will be initiated. In the event the Board
of Trustees determines that a deviation exists which may result in
material dilution or other unfair results to investors or existing
shareholders, it has agreed to take such corrective action as it regards
as necessary and appropriate including: selling portfolio instruments
prior to maturity to realize capital gains or losses or to shorten average
portfolio maturity; withholding dividends or paying distributions from
capital or capital gains; redeeming shares in kind; or establishing a net
asset value per share by using available market quotations or market
equivalents.
New York Stock Exchange Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased from and sold to
parties acting as either principal or agent. Newly-issued securities
ordinarily are purchased directly from the issuer or from an underwriter;
other purchases and sales usually are placed with those dealers from which
it appears that the best price or execution will be obtained. Usually no
brokerage commissions, as such, are paid by the Fund for such purchases
and sales, although the price paid usually includes an undisclosed
compensation to the dealer acting as agent. The prices paid to
underwriters of newly-issued securities usually include a concession paid
by the issuer to the underwriter, and purchases of after-market securities
from dealers ordinarily are executed at a price between the bid and asked
price. No brokerage commissions have been paid by the Fund to date.
Transactions are allocated to various dealers by the Fund's
Investment Officers in their best judgment. The primary consideration is
prompt and effective execution of orders at the most favorable price.
Subject to that primary consideration, dealers may be selected for
research, statistical or other services to enable the Manager to
supplement its own research and analysis with the views and information of
other securities firms and may be selected based upon their sales of Fund
shares.
Research services furnished by brokers through which the Fund effects
securities transactions may be used by the Manager in advising other funds
it advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises may be used by
the Manager in advising the Fund. Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the overall expenses
of its research department.
INVESTOR SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Investor
Services."
Exchange Privilege. By using this Privilege, the investor authorizes
the Distributor to act on exchange instructions from any person
representing himself or herself to be an authorized representative of the
investor and reasonably believed by the Distributor to be genuine.
Telephone exchanges may be subject to limitations as to the amount
involved or the number of telephone exchanges permitted. Shares will be
exchanged at the net asset value next determined after receipt of an
exchange request in proper form. Shares in certificate form are not
eligible for telephone exchange.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund,
shares of Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,
Dreyfus Government Cash Management, Dreyfus Municipal Cash Management
Plus, Dreyfus New York Municipal Cash Management, Dreyfus Treasury Cash
Management or Dreyfus Treasury Prime Cash Management. This Privilege is
available only for existing accounts. Shares will be exchanged on the
basis of relative net asset value. Enrollment in or modification or
cancellation of this Privilege is effective three business days following
notification by the investor. An investor will be notified if its account
falls below the amount designated under this Privilege. In this case, an
investor's account will fall to zero unless additional investments are
made in excess of the designated amount prior to the next Auto-Exchange
transaction. Shares in certificate form are not eligible for this
Privilege.
The Exchange Privilege and Dreyfus Auto-Exchange Privilege are
available to investors resident in any state in which shares of the fund
being acquired may legally be sold. Shares may be exchanged only between
accounts having identical names and other identifying designations.
The Fund reserves the right to reject any exchange request in whole
or in part. The Exchange Privilege or Dreyfus Auto-Exchange Privilege may
be modified or terminated at any time upon notice to investors.
DIVIDENDS, DISTRIBUTION AND TAXES
The following information supplements and should be read in
conjunction with the section in Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss. However, all or a portion of the
any gains realized from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276 of
the Internal Revenue Code of 1986, as amended.
YIELD INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Yield
Information."
For the seven-day period ended January 31, 1994, yield and effective
yield on Class A shares were 2.19% and 2.22%, respectively, and on Class B
share were 1.94% and 1.96%, respectively. Yield is computed in accordance
with a standardized method which involves determining the net change in
the value of a hypothetical pre-existing Fund account having a balance of
one share at the beginning of a seven calendar day period for which yield
is to be quoted, dividing the net change by the value of the account at
the beginning of the period to obtain the base period return, and
annualizing the results (i.e., multiplying the base period return by
365/7). The net change in the value of the account reflects the value of
additional shares purchased with dividends declared on the original share
and any such additional shares and fees that may be charged to the
shareholder's account, in proportion to the length of the base period and
the Fund's average account size, but does not include realized gains and
losses or unrealized appreciation and depreciation. Effective yield is
computed by adding 1 to the base period return (calculated as described
above), raising that sum to a power equal to 365 divided by 7, and
subtracting 1 from the result.
Based upon a 1994 Federal tax rate of 39.6%, the Fund's tax
equivalent yield for the seven-day period ended January 31, 1994 was
4.07%. Tax equivalent yield is computed by dividing that portion of the
yield or effective yield (calculated as described above) which is tax
exempt by 1 minus a stated tax rate and adding the quotient to that
portion, if any, of the yield of the Fund that is not tax exempt.
The tax equivalent yield noted above represents the application of
the highest Federal marginal personal income tax rate presently in effect.
The tax equivalent figure, however, does not include the potential effect
of any state or local (including, but not limited to, county, district or
city) taxes, including applicable surcharges. In addition, there may be
pending legislation which could affect such stated tax rates or yields.
Each investor should consult its tax adviser, and consider its own factual
circumstances and applicable tax laws, in order to ascertain the relevant
tax equivalent yield.
Yields will fluctuate and are not necessarily representative of
future results. Each investor should remember that yield is a function of
the type and quality of the instruments in the portfolio, portfolio
maturity and operating expenses. An investor's principal in the Fund is
not guaranteed. See "Determination of Net Asset Value" for a discussion
of the manner in which the Fund's price per share is determined.
From time to time, the Fund may use hypothetical tax equivalent
yields or charts in its advertising. These hypothetical yields or charts
will be used for illustrative purposes only and are not indicative of the
Fund's past or future performance.
From time to time, advertising materials for the Fund may refer to or
discuss then-current or past economic conditions, developments and/or
events, or actual or proposed tax legislation. From time to time,
advertising materials for the Fund may also refer to statistical or other
information concerning trends relating to investment companies, as
compiled by industry associations such as the Investment Company
Institute.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "General
Information."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
nonassessable. Fund shares have no preemptive, subscription or conversion
rights and are freely transferable.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
In early 1974, the Manager commenced offering the first money market
fund to be widely offered on a retail basis, Dreyfus Liquid Assets, Inc.
Money market mutual funds have subsequently grown into a multibillion
dollar industry.
The Fund is a member of the Family of Dreyfus Cash Management Funds
which are designed to meet the needs of an array of institutional
investors. As of April 4, 1994, the total net assets of the Dreyfus Cash
Management Funds amounted to approximately $17.5 billion.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New York
10286, is the Fund's custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence, Rhode
Island 02940-9671, is the Fund's transfer and dividend disbursing agent.
Neither The Bank of New York nor The Shareholder Services Group, Inc. has
any part in determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance
of the shares of beneficial interest being sold pursuant to the Fund's
Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
APPENDIX
Description of S&P's, Moody's and Fitch ratings:
S&P
Municipal Bond Ratings
An S&P municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation.
The ratings are based on current information furnished by the issuer
or obtained by S&P from other sources it considers reliable, and will
include: (1) likelihood of default-capacity and willingness of the
obligor as to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation; (2) nature and provisions of
the obligation; and (3) protection afforded by, and relative position of,
the obligation in the event of bankruptcy, reorganization or other
arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.
AAA
Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
AA
Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in a small
degree. The AA rating may be modified by the addition of a plus (+) or
minus (-) sign designation to show relative standing within the category.
Municipal Note Ratings
SP-1
The issuers of these municipal notes exhibit very strong or strong
capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics are given a plus (+) sign
designation.
Commercial Paper Ratings
The rating A is the highest rating and is assigned by S&P to issues
that are regarded as having the greatest capacity for payment. Issues in
this category are delineated with the numbers 1, 2 and 3 to indicate the
relative degree of safety. Paper rated A-1 indicates that the degree of
safety regarding timely payment is either overwhelming or very strong.
Those issues determined to possess overwhelming safety characteristics are
denoted with a plus (+) sign designation.
Moody's
Municipal Bond Ratings
Aaa
Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa
Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities. Moody's applies the numerical
modifiers 1, 2 and 3 to show relative standing within the major rating
categories, except in the Aaa category. The modifier 1 indicates a ranking
for the security in the higher end of a rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates a ranking in
the lower end of a rating category.
Municipal Note Ratings
Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG). Such ratings
recognize the difference between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower and short-term
cyclical elements are critical in short-term ratings, while other factors
of major importance in bond risk, long-term secular trends for example,
may be less important over the short run.
A short-term rating may also be assigned on an issue having a demand
feature. Such ratings will be designated as VMIG or, if the demand
feature is not rated, as NR. Short-term ratings on issues with demand
features are differentiated by the use of the VMIG symbol to reflect such
characteristics as payment upon periodic demand rather than fixed maturity
dates and payment relying on external liquidity. Additionally, investors
should be alert to the fact that the source of payment may be limited to
the external liquidity with no or limited legal recourse to the issuer in
the event the demand is not met.
Moody's short-term ratings are designated Moody's Investment Grade as
MIG 1 or VMIG 1 through MIG 4 or VMIG 4. As the name implies, when
Moody's assigns an MIG or VMIG rating, all categories define an investment
grade situation.
MIG 1/VMIG 1
This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
MIG 2/VMIG 2
This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.
Commercial Paper Ratings
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity
for repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins
in earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets
and assured sources of alternate liquidity.
Issuers (or related supporting institutions) rated Prime-2 (P-2) have
a strong capacity for repayment of short-term promissory obligations.
Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
Fitch
Municipal Bond Ratings
The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The
ratings take into consideration special features of the issue, its
relationship to other obligations of the issuer, the current financial
condition and operative performance of the issuer and of any guarantor, as
well as the political and economic environment that might affect the
issuer's future financial strength and credit quality.
AAA
Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability
to pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA
Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.
Plus (+) and minus (-) signs are used with a rating symbol to
indicate the relative position of a credit within the rating category.
Short-Term Ratings
Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and
municipal and investment notes.
Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings
on the existence of liquidity necessary to meet the issuer's obligations
in a timely manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1
Very Strong Credit Quality. Issues carrying this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
F-1+.
F-2
Good Credit Rating. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not
as great as the F-1+ and F-1 categories.
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS JANUARY 31, 1994
PRINCIPAL
TAX EXEMPT INVESTMENTS-100.0% AMOUNT VALUE
-------------- --------------
<S> <C> <C>
ALABAMA-.9%
Alabama Higher Education Loan Corp., Student Loan Revenue, VRDN
2.45%, Series A (LOC; Fuji Bank) (a,b)..................................... $ 2,450,000 $ 2,450,000
Birmingham Medical Clinic Board, Revenue, VRDN (University of Alabama)
2.10% (LOC; Morgan Guaranty Trust) (a,b)................................... 9,400,000 9,400,000
Mobile Industrial Development Board, Industrial Revenue, VRDN
(IB Chemical Co. Project) 2.575% (LOC; Industrial Bank of Japan) (a,b)..... 4,000,000 4,000,000
ALASKA-3.2%
Alaska Housing Finance Corp., VRDN
2.15%, Series C (Investment Agreement; Swiss Bank Corp.) (a)............... 21,000,000 21,000,000
City of Valdez, Marine Terminal Revenue (Exxon Pipeline Co. Project):
Bonds, Refunding 2.30%, Series C, 9/1/94 (Corp. Guaranty; Exxon Corp.)..... 25,000,000 25,028,046
VRDN 2.15% (Corp. Guaranty; Exxon Corp.) (a)............................... 10,000,000 10,000,000
CALIFORNIA-4.4%
State of California, RAN 3.50%, 6/28/94........................................ 15,000,000 15,033,306
California Public Capital Improvements Financing Authority, Revenue
(Pooled Project) 2.35%, Series C, 3/15/94
(LOC; National Westminster Bank) (b)....................................... 5,000,000 5,000,000
California School Cash Reserve Program Authority, Notes 3.40%, Series A, 7/5/94 40,000,000 40,081,854
Los Angeles County Metropolitan Transportation Authority, Sales Tax Revenue,
Refunding, VRDN 2.20%, Series A (Insured; MBIA and SBPA;
Industrial Bank of Japan) (a).............................................. 16,000,000 16,000,000
COLORADO-1.1%
Arapohoe County Capital Improvement Trust Fund, Highway Revenue (E-470 Project)
2.85%, Series G, 2/28/94 (Escrowed In; Credit Lyonnais).................... 8,000,000 8,000,000
City and County of Denver, MFHR, Refunding, VRDN (Parliament Apartments Project)
2.35% (LOC; Connecticut General Life Insurance) (a,b)...................... 10,800,000 10,800,000
CONNECTICUT-2.2%
State of Connecticut, Special Tax Obligation Revenue, VRDN
(Transportation Infrastructure-1) 2.20%
(LOC; Industrial Bank of Japan) (a,b)...................................... 16,900,000 16,900,000
Connecticut Special Assessment Unemployment Compensation Advanced Fund, Revenue,
(Connecticut Unemployment) 3%, Series C, 7/1/94 (Insured; FGIC)............ 22,000,000 22,017,498
DELAWARE-1.6%
Delaware Economic Development Authority, Revenue, VRDN (Hospital Billing Collection):
2.25%, Series A (Insured; MBIA) (a)........................................ 9,700,000 9,700,000
2.25%, Series B (Insured; MBIA) (a)........................................ 10,000,000 10,000,000
2.25%, Series C (Insured; MBIA) (a)........................................ 6,400,000 6,400,000
New Castle County, EDR, VRDN (Toys "R" Us Inc.) 2.30%
(LOC; Bankers Trust) (a,b)................................................. 2,480,000 2,480,000
DISTRICT OF COLUMBIA-4.2%
District of Columbia, VRDN:
General Fund Recovery:
2.25%, Series A-4 (LOC; Industrial Bank of Japan) (a,b)................ 13,600,000 13,600,000
2.25%, Series A-5 (LOC; Mitsubishi Bank) (a,b)......................... 26,700,000 26,700,000
Refunding:
2.25%, Series B (LOC; Sanwa Bank) (a,b)................................ 20,100,000 20,100,000
2.25%, Series B-3 (LOC; Industrial Bank of Japan) (a,b)................ 12,000,000 12,000,000
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED) AMOUNT VALUE
-------------- --------------
FLORIDA-3.5%
Dade County Housing Finance Authority, MFMR, VRDN (Flamingo Plaza Apartments)
2.25%, Series 18 (LOC; The Bank of New York) (a,b)......................... $ 9,000,000 $ 9,000,000
Florida Housing Finance Agency, MFHR, VRDN:
(Kings Colony Project) 2.175%, Series D (LOC; Bankers Trust) (a,b)......... 20,000,000 20,000,000
(Monterey Meadow) 2.15%, Series YY (LOC; Citibank) (a,b)................... 3,000,000 3,000,000
(Sunpoint Cove) 2.15%, Series XX (LOC; Citibank) (a,b)..................... 3,100,000 3,100,000
Hillsboro County Industrial Development Authority, PCR, Refunding, VRDN
(Tampa Electric Co.) 2.10% (Guaranteed by; Tampa Electric Co.) (a)......... 4,100,000 4,100,000
City of Jacksonville, HR, VRDN (Baptism Medical Center Project)
2.25% (LOC; First Union National Bank of North Carolina) (a,b)............. 10,000,000 10,000,000
Jacksonville Health Facilities Authority, Health Facilities Revenue, VRDN
(HSI Support Systems) 2.15% (LOC; Sun Bank) (a,b).......................... 3,000,000 3,000,000
Pasco County Industrial Development Authority, Revenue, VRDN
(Woodhaven Partners Ltd. Project) 2.575% (LOC; Kredietbank) (a,b).......... 8,800,000 8,800,000
GEORGIA-4.0%
De Kalb County Housing Authority, MFHR, VRDN (Rent-Timber Trace Apartments)
2.40%, Series K (LOC; Citibank) (a,b)...................................... 13,100,000 13,100,000
Marietta Housing Authority, MFHR, VRDN (Franklin Walk Apartments Project)
2.325% (LOC; Bankers Trust) (a,b).......................................... 7,640,000 7,640,000
Municipal Electric Authority:
CP (Money Market Municipal-Sub-Project 1):
2.60%, Series 87A, 2/8/94 (SBPA; Credit Suisse)........................ 7,200,000 7,200,000
2.60%, Series 85A, 2/8/94 (SBPA; Credit Suisse)........................ 8,200,000 8,200,000
2.60%, Series 85B, 2/8/94 (SBPA; Credit Suisse)........................ 19,330,000 19,330,000
Revenue Bonds (Sub-General Resolution)
2.55%, Series B, 6/1/94 (SBPA; Morgan Guaranty Trust).................. 10,000,000 10,000,000
Savannah Port Authority, IDR, VRDN (Colonial Terminals Inc. Project)
2.45% (LOC; Citizens and Southern National Bank) (a,b)..................... 4,080,000 4,080,000
ILLINOIS-9.0%
City of Chicago, GO Tender Notes 2.75%, 4/5/94 (LOC: Dai-Ichi Kangyo Bank,
Industrial Bank of Japan, Mitsubishi Bank, Sanwa Bank and Sumitomo Bank) (b) 45,000,000 45,000,000
Chicago O'Hare International Airport, Revenue, VRDN (American Airlines):
2.25%, Series C (LOC; Sanwa Bank) (a,b).................................... 6,700,000 6,700,000
2.25%, Series D (LOC; Sanwa Bank) (a,b).................................... 5,500,000 5,500,000
Chicago Park District, Notes 3%, 4/1/94........................................ 33,000,000 33,023,459
Cook County, TAN 3.20%, 4/1/94................................................. 25,000,000 25,027,810
Illinois Health Facilities Authority, Revenue, VRDN:
(Resurrection Health Care Systems) 2.20% (Liquidity Facility: Dai-Ichi Kangyo Bank,
Dresdner Bank, Industrial Bank of
Japan, Northern Trust and Sanwa Bank) (a).............................. 32,700,000 32,700,000
(SSM Health Care Project) 2.20%, Series A
(LOC; Industrial Bank of Japan) (a,b).................................. 7,500,000 7,500,000
INDIANA-1.7%
Indiana Bond Bank Advanced Fund Program 3.03%, Series A2, 1/17/95.............. 30,000,000 30,078,173
IOWA-.6%
Iowa School Corporations, Warrant Certificates, Revenue Bonds
3.60%, 12/30/94 (Insured; Capital Guaranty)................................ 10,000,000 10,092,014
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED) AMOUNT VALUE
-------------- --------------
KANSAS-.2%
City of Osage, IDR, VRDN (Marley Continental Homes of Kansas Project)
2.70% (LOC; Bankers Trust) (a,b)........................................... $ 3,800,000 $ 3,800,000
LOUISIANA-1.5%
Orleans Levee District, VRDN (Capital Recovery Funding Program)
3.50%, Series A (LOC; Fuji Bank) (a,b)..................................... 10,000,000 10,000,000
Parish of Calcasieu Industrial Development Board, Industrial Revenue, Refunding, VRDN
(Olin Corp. Project) 2.10%, Series B (LOC; Credit Suisse) (a,b)............ 4,900,000 4,900,000
Parish of East Baton Rouge, PCR, Refunding, VRDN (Exxon Corp. Project)
2.05% (Guaranteed by; Exxon Corp.) (a)..................................... 10,400,000 10,400,000
MAINE-1.9%
Orrington, RRR, VRDN (Penobscott Energy Recovery Co. Project)
2.30%, Series A (LOC: Bank of Nova Scotia, Bankers Trust,
Canadian Imperial Bank of Commerce, Long-Term Credit Bank of
Japan and Toronto Dominion Bank) (a,b)..................................... 33,160,000 33,160,000
MASSACHUSETTS-2.1%
Commonwealth of Massachusetts, Notes 3.40%, Series B, 11/22/94................. 30,000,000 30,199,754
Massachusetts Health and Educational Facilities Authority, Revenue, VRDN
(Capital Asset Program) 2.30%, Series C (BPA;
Sanwa Bank and Insured; MBIA) (a).......................................... 5,800,000 5,800,000
MICHIGAN-2.0%
Michigan Higher Education Facilities Authority, Revenue, VRDN
(Aces-Pooled Financing Project) 2.05%
(BPA; Comerica Bank and Insured; MBIA) (a)................................. 500,000 500,000
Michigan Hospital Finance Authority, VRDN (Hospital Equipment Loan Program)
3.05% (LOC; Manufacturers National Bank) (a,b)............................. 16,800,000 16,800,000
Michigan Housing Development Authority, Limited Obligation Revenue, VRDN
(Laurel Valley) 2.50% (LOC; National Westminster Bank) (a,b)............... 5,900,000 5,900,000
Michigan Municipal Bond Authority, RAN
3%, Series A-3, 5/5/94 (LOC; Comerica Bank) (b)............................ 7,465,000 7,475,204
Michigan Strategic Fund, PCR, Refunding, VRDN (Consumer Power Project)
2.20%, Series A (LOC; Union Bank of Switzerland) (a,b)..................... 4,800,000 4,800,000
MINNESOTA-1.7%
Minnesota Housing Finance Agency, Single Family Mortgage Revenue Bonds
2.50%, Series F, 1/12/95 (GIC; Societe Generale)........................... 30,000,000 30,000,000
MISSISSIPPI-1.4%
Jackson County, Pollution Facilities Revenue, Refunding, VRDN
(Chevron USA Inc. Project) 2.15% (Corp. Guaranty; Chevron USA Inc.)........ 23,550,000 23,550,000
MISSOURI-.6%
Cole County Industrial Development Authority, Industrial Revenue, VRDN
(Mobine Manufacturing Co. Project) 2.70% (LOC; Fuji Bank) (a,b)............ 2,940,000 2,940,000
Missouri Health and Educational Facilities Authority, Health Facilities
Revenue, VRDN (SSM Health Care Project) 2.20%, Series A (LOC;
Industrial Bank of Japan) (a,b)............................................ 7,600,000 7,600,000
NEBRASKA-1.7%
Nebraska Higher Education Loan Program Inc., Revenue, VRDN (Student Loan Program)
2.25%, Series C (Insured; MBIA) (a)........................................ 27,340,000 27,340,000
Nebraska Investment Finance Authority, HR, VRDN (Depreciation Assets)
2.20%, Series A (Insured; FGIC) (a)........................................ 2,920,000 2,920,000
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED) AMOUNT VALUE
-------------- --------------
NEW JERSEY-3.7%
New Jersey Economic Development Authority, Industrial and
Economic Development Revenue, VRDN (White House Pike Limited Project)
2.70% (Guaranteed by; Household Finance Corp.) (a)......................... $ 7,600,000 $ 7,600,000
New Jersey Turnpike Authority, Turnpike Revenue, Refunding, VRDN
2.35%, Series D (Insured; FGIC and Liquidity Agreement;
Societe Generale) (a)...................................................... 57,000,000 57,000,000
NEW MEXICO-1.8%
City of Farmington, PCR, (Arizona Public Service Project- Four Corners):
Bonds 2.80%, Series 85A, 2/1/94 (LOC; Union Bank of Switzerland) (b)....... 11,000,000 11,000,000
VRDN 2.05% (LOC; Barclays Bank) (a,b)...................................... 20,000,000 20,000,000
NEW YORK-16.1%
Erie County, RAN 3.30%, 8/5/94 (LOC; Mitsubishi Bank) (b)...................... 4,250,000 4,254,157
City of New York:
RAN:
3.50%, Series 94A, 4/15/94............................................. 20,000,000 20,027,493
3.50%, Series 94B, 6/30/94............................................. 10,000,000 10,024,991
TAN 3.125%, Series A, 4/8/94............................................... 70,000,000 70,064,495
VRDN:
2.05%, Series D (SBPA; Citibank) (a)................................... 6,500,000 6,500,000
2.05%, Series 93D (SBPA; Citicorp) (a)................................. 6,600,000 6,600,000
2.20%, Subseries A-6 (LOC; Landesbank Hessea Thuringer) (a,b).......... 24,035,000 24,035,000
2.25%, Series 93C-2 (LOC; Industrial Bank of Japan) (a,b).............. 5,800,000 5,800,000
2.25%, Subseries E-2 (LOC; Industrial Bank of Japan) (a,b)............. 5,400,000 5,400,000
2.25%, Subseries E-5 (LOC; Sumitomo Bank) (a,b)........................ 5,000,000 5,000,000
2.25%, Series 93E-5 (LOC; Sumitomo Bank) (a,b)......................... 6,200,000 6,200,000
New York City Industrial Development Agency, Civil Facility Revenue, VRDN
(Children's Oncology Society-Ronald McDonand House) 1.80% (LOC;
Barclays Bank)(a,b)........................................................ 6,100,000 6,100,000
New York City Municipal Water Finance Authority, Water and Sewer Systems Revenue, VRDN
2.15%, Series C (Insured; FGIC)(a)......................................... 32,800,000
32,800,000 New York State Dormitory Authority, Revenue, VRDN (Cornell University)
2.05% (Liquidity; Morgan Guaranty Trust) (a)............................... 3,200,000 3,200,000
New York State Local Assistance Corp., VRDN 2.05% (LOC: Credit Suisse,
Swiss Bank Corp. and Union Bank of Switzerland) (a,b)...................... 40,000,000 40,000,000
New York State Thruway Authority, General Revenue, VRDN 2.25%
(Insured; FGIC) (a)........................................................ 10,000,000 10,000,000
Smithtown Central School District, TAN 3.25%, 6/23/94.......................... 22,500,000 22,528,796
NORTH CAROLINA-1.4%
North Carolina Medical Care Commission, HR, VRDN:
(Duke University Hospital Project) 2.15%, Series C (Liquidity Facility;
First National Bank of Chicago) (a).................................... 9,200,000 9,200,000
(Pooled Financing Project) 2.25%, Series A
(LOC; Dai-Ichi Kangyo Bank) (a,b).......................................... 14,500,000 14,500,000
OHIO-1.8%
Cincinnati and Hamilton County Port Authority, IDR, VRDN (Multi-Color Corp. Project)
2.10% (LOC; Barclays Bank) (a,b)........................................... 3,000,000 3,000,000
Hamilton County, Health Systems Revenue, VRDN (Franciscan Sisters-Poor Health)
2.25%, Series A (LOC; Chemical Bank) (a,b)................................. 10,700,000 10,700,000
Ohio Air Quality Development Authority, PCR, CP (Cleveland Electric)
2.50%, Series B, 3/10/94 (Insured; FGIC)................................... 11,000,000 11,000,000
Scioto County, Marine Terminal Facility Revenue, Refunding, VRDN
(Norfolk Southern Corp. Project) 2.15%
(Guaranteed by; Norfolk Southern Corp.) (a)................................ 6,000,000 6,000,000
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED) AMOUNT VALUE
-------------- --------------
OKLAHOMA-1.1%
Tulsa Industrial Authority, Revenue VRDN:
(Holland Hall School Project) 2.30% (LOC; National Australia Bank) (a,b)... $ 7,350,000 $ 7,350,000
(University of Tulsa Project) 2.45% (LOC; Fuji Bank) (a,b)................. 11,600,000 11,600,000
OREGON-.7%
Port of Portland, Public Grain Elevator Revenue, VRDN (Columbia Grain Inc. Project)
2.45% (LOC; Fuji Bank) (a,b)............................................... 12,100,000 12,100,000
PENNSYLVANIA-3.1%
Emmaus General Authority, Local Government Revenue, VRDN
2.30%, Series C-1 (GIC; Goldman, Sachs and Co.) (a)........................ 7,000,000 7,000,000
Schuylkill County Industrial Development Authority, RRR, VRDN
(Northeastern Power Co.) 2.15% (LOC; Sumitomo Bank) (a,b).................. 5,900,000 5,900,000
Upper Allegheny Joint Sanitation Authority, Electric Revenue (Allegheny Valley North)
2.85%, Series E, 7/15/94 (GIC; American International Group)............... 34,500,000 34,500,000
Washington County Authority, Lease Revenue, VRDN (Higher Education Pooled
Equipment Lease Project) 2.20%, Series 1985A (LOC; Sanwa Bank) (a,b)....... 5,900,000 5,900,000
SOUTH CAROLINA-1.0%
South Carolina Jobs Economic Development Authority, EDR, VRDN (St. Francis Hospital)
2.25% (LOC; Chemical Bank) (a,b)........................................... 16,900,000 16,900,000
TEXAS-10.0%
Dallas County, Revenue Bonds 2.70%, 6/15/94 (SBPA; Sanwa Bank)................. 11,250,000 11,250,000
Greater East Texas Higher Education Authority Inc., Student Loan Revenue, Refunding
2.55%, Series A, 5/1/94 (LOC; Student Loan Marketing Association) (b)...... 21,000,000 21,000,000
Harris County, VRDN (Toll Unlimited Tax-Sublien)
2.05%, Series E (SBPA; Sumitomo Bank) (a).................................. 10,000,000 10,000,000
Harris County Health Facilities Development Corp., HR, VRDN:
(Memorial Hospital Systems Project) 2.20% (LOC; Societe Generale) (a,b).... 11,100,000 11,100,000
(Texas Children's Hospital) 2.30%, Series B (LOC; Fuji Bank) (a,b)......... 2,600,000 2,600,000
(TIRR Project) 2.25% (LOC; Texas Commerce Bank) (a,b)...................... 10,200,000 10,200,000
City of Houston, VRDN:
Certificates of Obligation 2.20%, Series A (Liquidity Facility;
Morgan Guaranty Trust) (a)............................................. 10,200,000 10,200,000
Public Improvement 2.20%, Series A
(Liquidity Facility; Morgan Guaranty Trust) (a)........................ 6,400,000 6,400,000
Houston Health Facilities Development Corp., HR, VRDN (Methodist Hospital Project)
2.10% (SBPA: Methodist Hospital and Morgan Bank) (a)....................... 49,500,000 49,500,000
Lower Colorado River Authority, Revenue, CP
2.25%, 3/24/94 (Line of Credit; Morgan Guaranty Trust)..................... 7,500,000 7,500,000
Port Development Corp., IDR, VRDN (Pasadena Terminals Project)
2.45% (LOC; ABN-Amro Bank) (a,b)........................................... 10,400,000 10,400,000
Texas Health Facilities Development Corp., HR, VRDN (North Texas Pooled Health-85A)
2.25% (LOC; Citibank) (a,b)................................................ 18,700,000 18,700,000
VIRGINIA-3.6%
Virginia Housing Development Authority, Commonwealth Mortgage Revenue:
(Series C-Subseries C-Stem III) 2.95%, 5/12/94 (Escrowed In; Franklin Funds) 20,000,000 20,000,000
(Series F-Subseries F-Stem) 2.90%, 8/10/94................................. 42,000,000 42,010,469
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED) AMOUNT VALUE
-------------- --------------
WASHINGTON-1.0%
Washington Housing Finance Commission, Non-Profit Housing Revenue, VRDN
(Emerald Heights Project) 2.30% (LOC; Banque Paribas) (a,b)................ $ 7,500,000 $ 7,500,000
Washington Public Power Supply System, Revenue, Refunding, VRDN (Nuclear Project No.3)
2.20%, Series 3A-3 (LOC; National Westminster Bank) (a,b).................. 10,000,000 10,000,000
WYOMING-.3%
Lincoln County, PCR, VRDN (Exxon Project)
2.15%, Series A (Corp. Guaranty; Exxon Corp.) (a).......................... 5,000,000 5,000,000
U.S. RELATED-4.9%
Commonwealth of Puerto Rico, TRAN 3%, 7/29/94.................................. 85,100,000 85,325,471
--------------
TOTAL INVESTMENTS (cost $1,729,417,990) $1,729,417,990
==============
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF ABBREVIATIONS
<S> <C> <S> <C>
BPA Bond Purchase Agreeement MFHR Multi-Family Housing Revenue
CP Commercial Paper MFMR Multi-Family Mortgage Revenue
EDR Economic Development Revenue PCR Pollution Control Revenue
FGIC Financial Guaranty Insurance Corporation RAN Revenue Anticipation Notes
GIC Guaranteed Investment Contract RRR Resources Recovery Revenue
GO General Obligation SBPA Standby Bond Purchase Agreeement
HR Hospital Revenue TAN Tax Anticipation Notes
IDR Industrial Development Revenue TRAN Tax and Revenue Anticipation Notes
LOC Letter of Credit VRDN Variable Rate Demand Notes
MBIA Municipal Bond Insurance Association
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF COMBINED RATINGS (UNAUDITED)
FITCH (C) OR MOODY'S OR STANDARD & POOR'S PERCENTAGE OF VALUE
- --------- ------- ----------------- -------------------
<S> <C> <S> <C>
F1+/F1 VMIG1/MIG1, P1 (d) SP1+/SP1, A1+/A1 (d) 95.6%
F2 VMIG2/MIG2, P2 SP2, A2 1.9
AAA/AA (e) Aaa/Aa (e) AAA/AA (e) 2.5
-----
100.0%
=====
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Securities payable on demand. The interest rate, which is subject to
change, is based upon bank prime rates or an index of market interest
rates.
(b) Secured by letters of credit. At January 31, 1994, 39.2% of the Fund's
net assets are backed by letters of credit issued by domestic
banks, foreign banks, brokerage firms, corporations and U.S. Government
Agencies.
(c) Fitch currently provides creditworthiness information for a limited
amount of investments.
(d) P1 and A1 are the highest ratings assigned tax-exempt commercial paper by
Moody's and Standard & Poor's, respectively.
(e) Notes which are not F, MIG or SP rated are represented by bond ratings
of the issuers.
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 1994
ASSETS:
<S> <C> <C>
Investments in securities, at value-Note 1(a).............................. $1,729,417,990
Cash....................................................................... 641,494
Interest receivable........................................................ 9,975,551
Prepaid expenses........................................................... 42,840
--------------
1,740,077,875
LIABILITIES;
Due to The Dreyfus Corporation............................................. 290,516
--------------
NET ASSETS..................................................................... $1,739,787,359
==============
REPRESENTED BY:
Paid-in capital............................................................ $1,739,675,883
Accumulated undistributed net realized gain on investments................. 111,476
--------------
NET ASSETS at value............................................................ $1,739,787,359
==============
Shares of Beneficial Interest Outstanding:
Class A Shares
(unlimited number of $.001 par value shares authorized)................ 1,739,675,382
==============
Class B Shares
(unlimited number of $.001 par value shares authorized)................ 501
==============
NET ASSET VALUE per share:
Class A Shares
($1,739,786,858 / 1,739,675,382 shares)................................ $1.00
=====
Class B Shares
($501 / 501 shares).................................................... $1.00
=====
STATEMENT OF OPERATIONS YEAR ENDED JANUARY 31, 1994
INVESTMENT INCOME:
INTEREST INCOME............................................................ $ 45,093,253
EXPENSES:
Management fee-Note 2(a)............................................... $ 3,663,999
Shareholder servicing costs-Note 2(c).................................. 390,247
Custodian fees......................................................... 131,209
Professional fees...................................................... 57,270
Registration fees...................................................... 37,207
Trustees' fees and expenses-Note 2(d).................................. 16,167
Prospectus and shareholders' reports................................... 10,957
Miscellaneous.......................................................... 43,132
--------------
4,350,188
Less-reduction in management fee due to
undertaking-Note 2(a).............................................. 685,536
--------------
TOTAL EXPENSES................................................. 3,664,652
--------------
INVESTMENT INCOME-NET.......................................... 41,428,601
REALIZED AND UNREALIZED GAIN ON INVESTMENTS-Note 1(b):
Net realized gain on investments........................................... $ 118,355
Net unrealized (depreciation) on investments............................... (24,221)
--------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................ 94,134
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 41,522,735
==============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED JANUARY 31,
----------------------------------
OPERATIONS: 1993 1994
-------------- --------------
<S> <C> <C>
Investment income-net...................................................... $ 50,013,591 $ 41,428,601
Net realized gain on investments........................................... 291,152 118,355
Net unrealized appreciation (depreciation) on investments for the year..... 24,221 (24,221)
-------------- --------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............... 50,328,964 41,522,735
-------------- --------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net:
Class A Shares......................................................... (50,013,591) (41,428,601)
Class B Shares......................................................... __ __
-------------- --------------
TOTAL DIVIDENDS.................................................... (50,013,591) (41,428,601)
-------------- --------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A Shares......................................................... 11,046,777,602 14,041,812,260
Class B Shares......................................................... __ 501
Dividends reinvested:
Class A Shares......................................................... 10,532,519 6,662,571
Class B Shares......................................................... __ __
Cost of shares redeemed:
Class A Shares......................................................... (10,887,509,961) (14,147,568,464)
Class B Shares......................................................... __ __
-------------- --------------
INCREASE (DECREASE) IN NET ASSETS FROM BENEFICIAL
INTEREST TRANSACTIONS.......................................... 169,800,160 (99,093,132)
-------------- --------------
TOTAL INCREASE (DECREASE) IN NET ASSETS........................ 170,115,533 (98,998,998)
NET ASSETS:
Beginning of year.......................................................... 1,668,670,824 1,838,786,357
-------------- --------------
End of year................................................................ $1,838,786,357 $1,739,787,359
============== ==============
See notes to financial statements.
</TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Fund's Prospectus dated May 31, 1994.
DREYFUS TAX EXEMPT CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company.
Dreyfus Service Corporation ("Distributor") acts as the distributor of the
Fund's shares, which are sold to the public without a sales load. The
Distributor is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager").
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio
valuation and dividend and distribution policies to enable it to do so.
On July 14, 1993, the Fund's Board of Trustees approved an amendment
to the Fund's Agreement and Declaration of Trust to provide for the
issuance of additional classes of shares of the Fund. The amendment was
approved by Fund shareholders on January 6, 1994. Effective January 10,
1994, existing Fund shares were classified as Class A shares and an
unlimited number of Class B shares were authorized. The Fund began
offering both Class A and Class B shares on January 10, 1994. Class B
shares are subject to a Service Plan adopted pursuant to Rule 12b-1 under
the Act. Other differences between the two Classes include the services
offered to and the expenses borne by each Class and certain voting rights.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost,
which has been determined by the Fund's Board of Trustees to represent
the fair value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Interest income, adjusted
for amortization of premiums and, when appropriate, discounts on
investments, is earned from settlement date and recognized on the accrual
basis. Realized gain and loss from securities transactions are recorded on
the identified cost basis.
(C) DIVIDENDS 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 gain 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. To the extent that net realized capital gain can be offset by
capital loss carryovers, if any, it is the policy of the Fund not to
distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, which can distribute tax
exempt dividends, by complying with the provisions available to certain
investment companies, as defined in applicable sections of the Internal
Revenue Code, and to make distributions of income and net realized capital
gain sufficient to relieve it from all, or substantially all, Federal income
taxes.
At January 31, 1994, 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 ("Agreement") with the
Manager, the management fee is computed at the annual rate of .20 of 1%
of the average daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the
Manager should the Fund's aggregate expenses, exclusive of taxes, interest
on borrowings, brokerage commissions and extraordinary expenses, exceed
1 1/2% of the average value of the Fund's net assets for any full fiscal
year. However, the Manager had undertaken through January 9, 1994 to
reduce the management fee paid by, or bear such excess expenses of the
Fund, to the extent that the Fund's aggregate expenses (excluding certain
expenses as described above) exceeded an annual rate of .20 of 1% of
DREYFUS TAX EXEMPT CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
the average daily value of the Fund's net assets. The reduction in
management fee, pursuant to the undertakings, amounted to $685,536 for
the period from February 1, 1993 through January 9, 1994.
Commencing January 10, 1994, the Manager and not the Fund, will be
liable for those expenses of the Fund (excluding certain expenses as
described above) other than management fee, and with respect to the
Fund's Class B shares, Rule 12b-1 Service Plan expenses.
The Manager may modify the existing undertaking provided that the
Fund's shareholders are given 90 days prior notice.
(B) Under the Service Plan ("Class B Service Plan") adopted pursuant to
Rule 12b-1 under the Act, effective January 10, 1994, the Fund pays the
Distributor, at an annual rate of .25 of 1% of the value of the Fund's Class
B shares average daily net assets, for costs and expenses in connection
with advertising, marketing and distributing Class B shares and for
providing certain services to holders of Class B shares. The Distributor
will make payments to one or more Service Agents (financial institutions,
securities dealers, or other industry professional) based on the value of
the Fund's Class B shares owned by clients of the Service Agent. From
January 10, 1994 through January 31, 1994, pursuant to the Class B
Service Plan, the Fund was not charged.
(C) Pursuant to the Fund's Shareholder Services Plan ("Class A
Shareholder Services Plan"), the Fund reimburses the Distributor an
amount not to exceed an annual rate of .25 of 1% of the value of the
average daily net assets of Class A shares for servicing shareholder
accounts. The services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding
the Fund and providing reports and other information, and services related
to the maintenance of shareholder accounts. During the period from
February 1, 1993 through January 9, 1994, the Fund was charged an
aggregate of $117,186 pursuant to the Class A Shareholder Services Plan.
(D) Certain officers and trustees of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each trustee
who is not an "affiliated person" receives an annual fee of $3,000 and an
attendance fee of $500 per meeting.
(E) On December 5, 1993, the Manager entered into an Agreement and
Plan of Merger providing for the merger of the Manager with a subsidiary
of Mellon Bank Corporation ("Mellon").
Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including the receipt of certain regulatory
approvals and the approvals of the stockholders of the Manager and of
Mellon. The merger is expected to occur in mid-1994, but could occur
later.
Because the merger will constitute an "assignment" of the Fund's
Management Agreement with the Manager under the Investment Company
Act of 1940, and thus a termination of such Agreement, the Manager will
seek prior approval from the Fund's Board and shareholders.
DREYFUS TAX EXEMPT CASH MANAGEMENT
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS TAX EXEMPT CASH MANAGEMENT
We have audited the accompanying statement of assets and liabilities
of Dreyfus Tax Exempt Cash Management, including the statement of
investments, as of January 31, 1994, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended, and financial highlights
for each of the years indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of January 31, 1994 by
correspondence with the custodian and others. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Tax Exempt Cash Management at January 31, 1994, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the
financial highlights for each of the indicated years, in conformity with
generally accepted accounting principles.
(Ernst and Young Signature Logo)
New York, New York
March 8, 1994
DREYFUS TAX EXEMPT CASH MANAGEMENT
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement:
Condensed Financial Information for the period from March 12,
1985 (commencement of operations) to January 31, 1986 and for
the eight years ended January 31, 1994.
Included in Part B of the Registration Statement:
Statement of Investments-- January 31, 1994
Statement of Assets and Liabilities-- January 31, 1994
Statement of Operations--year ended January 31, 1994
Statement of Changes in Net Assets--for the years ended
January 31, 1993 and 1994
Notes to Financial Statements
Report of Ernst & Young, Independent Auditors, dated
March 8, 1994
Schedule Nos. I through VII and other financial statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes which
are included in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Amended and Restated Agreement and Declaration of
Trust is incorporated by reference to Exhibit (1) of Post-
Effective Amendment No. 13 to the Registration Statement on form
N-1A filed on September 30, 1993.
(2) Registrant's By-Laws are incorporated by reference to Exhibit (2)
of Post-Effective Amendment No. 3 to the Registration Statement on
Form N-1A, filed on March 24, 1987.
(4) Specimen certificate for the Registrant's securities is
incorporated by reference to Exhibit (4) of Post-Effective
Amendment No. 3 to the Registration Statement on Form N-1A, filed
on March 24, 1987.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 3 to the Registration Statement on
Form N-1A, filed on March 24, 1987.
(6)(a) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 3 to the Registration Statement on
Form N-1A, filed on March 24, 1987.
(8)(a) Amended and Restated Custody Agreement is incorporated by
reference to Exhibit 8(a) of Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed on May 25, 1991.
(8)(b) Sub-Custodian Agreements are incorporated by reference to Exhibit
8(b) of Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A, filed on March 24, 1987.
(8)(c) Form of Sub-Custodian Agreement to be entered into with Chemical
Bank is incorporated by reference to Exhibit (8)(c) of Post-
Effective Amendment No. 4 to the Registration Statement on
Form N-1A, filed on May 26, 1988.
(9) Shareholder Services Plan is incorporated by reference to Exhibit
(9) of Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A, filed on August 3, 1993.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 3 to the
Registration Statement on Form N-1A, filed on March 24, 1987.
(11) Consent of Independent Auditors.
Item 24. Financial Statements and Exhibits - List (continued)
(14) Documents making up model plans in the establishment of retirement
plans in conjunction with which Registrant offers its securities
are incorporated by reference to Exhibit (14) of Pre-Effective
Amendment No. 3 to the Registration Statement on Form N-1A, filed
on March 5, 1985 by Dreyfus Tax Exempt Cash Management, such
Registration Statement being adopted by Dreyfus Tax Exempt Cash
Management pursuant to Rule 414 under the Securities Act of 1933.
(15) Service Plan is incorporated by reference to Exhibit (15) of Post-
Effective Amendment No. 12 to the Registration Statement on Form
N-1A, filed on August 3, 1993.
(16) Schedule of Computation of Performance Data for Class A shares and
Class B Shares.
Other Exhibits
(a) Power of Attorney for David W. Burke, Trustee. Powers of
Attorney are incorporated by reference to Other Exhibits
(a) of Post-Effective Amendment Nos. 5, 8 and 9 to the
Registration Statement on Form N-1A, filed on May 25,
1989, May 16, 1991 and May 5, 1992, respectively. Power
of Attorney for Warren B. Rudman is incorporated by
reference to other Exhibits (a) of Post-Effective
Amendment No. 13 to the Registration Statement on form
N-1A filed on September 30, 1993.
(b) Certificate of Secretary is incorporated by reference to
Other Exhibits (b) of Post-Effective Amendment No. 5 to
the Registration Statement on Form N-1A, filed on May
25, 1989.
Item 25. Persons Controlled by or under Common Control with Registrant
Not Applicable
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of May 2, 1994
Shares of beneficial interest
(par value $.001)
Class A . . . . . . . . . . . . . . 1866
Class B . . . . . . . . . . . . . . 7
Item 27. Indemnification
The Statement as to the general effect of any contract,
arrangements or statute under which a trustee, officer, underwriter
or affiliated person of the Registrant is indemnified is
incorporated by reference to Item 27 of Part C of Post-Effective
Amendment No. 3 to the Registration Statement on Form N-1A, filed
on March 24, 1987.
Reference is also made to the Distribution Agreement incorporated
by reference to Exhibit (6) of Post-Effective Amendment No. 3 to
the Registration Statement on Form N-1A, filed on March 24, 1987.
Item 28. Business and Other Connections of Investment Adviser
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as distributor of shares of investment
companies sponsored by Dreyfus and of other investment companies
for which Dreyfus acts as investment adviser, sub-investment
adviser or administrator. Dreyfus Management, Inc., another
wholly-owned subsidiary, provides investment management services
to various pension plans, institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
ABIGAIL Q. McCARTHY Author, lecturer, columnist and educational
Director consultant
2126 Connecticut Avenue
Washington, D.C. 20008
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board, President and Investment
Chairman of the Board and Officer:
Chief Executive Officer Dreyfus Capital Growth Fund (A Premier
Fund)++;
Chairman of the Board and Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus New Leaders Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc. ++;
The Dreyfus Third Century Fund, Inc.++;
Chairman of the Board:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund++++;
The Dreyfus Consumer Credit Corporation*;
HOWARD STEIN Dreyfus Land Development Corporation*;
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
President, Managing General Partner and
Investment Officer:
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Strategic Growth, L.P. ++;
Director, President and Investment Officer:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Investing++;
Dreyfus Growth Opportunity Fund, Inc.++;
Premier Growth Fund, Inc.++;
Dreyfus Growth Allocation Fund, Inc.++
Director and Investment Officer:
Dreyfus Growth and Income Fund, Inc.++;
President:
Dreyfus Consumer Life Insurance Company*;
Director:
Avnet, Inc.**;
Comstock Partners Strategy Fund, Inc.***;
Dreyfus A Bonds Plus, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
The Dreyfus Fund International
Limited++++++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
Dreyfus Strategic Governments Income,
Inc.++;
The Dreyfus Trust Company++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
HOWARD STEIN Seven Six Seven Agency, Inc.*;
(cont'd) World Balanced Fund++++;
Trustee and Investment Officer:
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Strategic Investing++;
Dreyfus Variable Investment Fund++;
Trustee:
Corporate Property Investors
New York, New York;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Strategic Income++
JULIAN M. SMERLING Director and Executive Vice President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
Dreyfus Consumer Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Vice Chairman and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Partnership Management, Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, Chief Operating The Dreyfus Trust Company++;
Officer and Director Director, President and Investment Officer:
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
JOSEPH S. DiMARTINO Dreyfus Edison Electric Index Fund,
(cont'd) Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Partnership Management, Inc.*;
The Dreyfus Trust Company (N.J.)++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Trustee, President and Investment Officer:
Dreyfus Cash Management++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Premier GNMA Fund++;
Trustee and President:
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
Trustee, Vice President and Investment Officer:
Dreyfus Institutional Short Term
Treasury Fund++;
Trustee and Investment Officer:
Premier GNMA Fund++;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director, Vice President and Investment
Officer:
Dreyfus Balanced Fund, Inc.++;
Director and Vice President:
Dreyfus Service Organization, Inc.*;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
Director and Investment Officer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Short-Term Income Fund, Inc.++;
Premier Growth Fund, Inc.++;
Director and Corporate Member:
Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
JOSEPH S. DiMARTINO Director:
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
President and Investment Officer:
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Vice President:
Dreyfus Consumer Life Insurance Company*;
Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
President, Chief Operating Officer and
Director:
Major Trading Corporation*
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant and The Dreyfus Security Savings
Director Bank, F.S.B.+;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus America Fund++++;
Dreyfus BASIC Municipal Fund ++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
LAWRENCE M. GREENE Dreyfus New Leaders Fund, Inc.++;
(cont'd) Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++;
Seven Six Seven Agency, Inc.*;
Vice President:
Dreyfus Growth Opportunity Fund, Inc.++;
Trustee:
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Investment Officer:
The Dreyfus Fund Incorporated++
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Vice President:
Dreyfus Consumer Life Insurance Company*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Assistant Treasurer:
The Dreyfus Fund Incorporated++;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus Thrift & Commerce****
ALAN M. EISNER Director and President:
Vice President and Chief The Truepenny Corporation*;
Financial Officer Vice President and Chief Financial Officer:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance Company*;
Treasurer:
Dreyfus Realty Advisors, Inc.+++;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
Dreyfus Thrift & Commerce****;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*
DAVID W. BURKE Vice President and Director:
Vice President and Chief The Dreyfus Trust Company++;
Administrative Officer Formerly, President:
CBS News, a division of CBS, Inc.
524 West 57th Street
New York, New York 10019
Director:
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond
Fund, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New York Tax Exempt Bond
Fund, Inc.++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Trustee:
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Cash Management++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
DAVID W. BURKE Dreyfus Pennsylvania Municipal Money
(cont'd) Market Fund++;
Dreyfus Short-Intermediate Government
Fund++
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++
ELIE M. GENADRY President:
Vice President - Institutional Services Division of Dreyfus
Institutional Sales Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Senior Vice President:
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Vice President:
The Dreyfus Trust Company++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
Treasurer:
Pacific American Fund+++++
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
Dreyfus America Fund++++;
Dreyfus Consumer Life Insurance Company*;
The Dreyfus Trust Company++;
Vice President:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
DANIEL C. MACLEAN Dreyfus New York Insured Tax Exempt Bond
(cont'd) Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
DANIEL C. MACLEAN Premier New York Municipal Bond Fund++;
(cont'd) Premier State Municipal Bond Fund++;
Secretary:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
DANIEL C. MACLEAN Dreyfus Strategic Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Seven Six Seven Agency, Inc.*;
Director and Assistant Secretary:
The Dreyfus Fund International
Limited++++++
JEFFREY N. NACHMAN Vice President-Financial:
Vice President - Mutual Dreyfus A Bonds Plus, Inc.++;
Fund Accounting Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
JEFFREY N. NACHMAN Dreyfus New Jersey Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
JEFFREY N. NACHMAN General Government Securities Money Market
(cont'd) Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Vice President and Treasurer:
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie U.S. Government Income
Fund++;
JEFFREY N. NACHMAN First Prairie U.S. Treasury Securities
(Cont'd) Cash Management++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Assistant Treasurer:
Pacific American Fund+++++
PETER A. SANTORIELLO Director, President and Investment
Vice President Officer:
Dreyfus Balanced Fund, Inc.++;
Director and President:
Dreyfus Management, Inc.*;
Vice President:
Dreyfus Personal Management, Inc.*
ROBERT H. SCHMIDT President and Director:
Vice President Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
Formerly, Chairman and Chief Executive
Officer:
Levine, Huntley, Schmidt & Beaver
250 Park Avenue
New York, New York 10017
KIRK V. STUMPP Senior Vice President and
Vice President - Director of Marketing:
New Product Development Dreyfus Service Corporation*
PHILIP L. TOIA Chairman of the Board and Vice President:
Vice President and Dreyfus Thrift & Commerce****;
Director of Fixed- Director:
Income Research The Dreyfus Security Savings Bank F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit Corporation*;
President and Director:
Dreyfus Personal Management, Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
KATHERINE C. WICKHAM Vice President:
Assistant Vice President - Dreyfus Consumer Life Insurance
Human Resources Company++;
Formerly, Assistant Commissioner:
Department of Parks and Recreation of the
City of New York
830 Fifth Avenue
New York, New York 10022
JOHN J. PYBURN Treasurer and Assistant Secretary:
Assistant Vice President The Dreyfus Fund International
Limited++++++;
Treasurer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
JOHN J. PYBURN Dreyfus New York Tax Exempt Intermediate
(cont'd) Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
JOHN J. PYBURN Premier California Municipal Bond Fund++;
(cont'd) Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Consumer Life Insurance Company*;
Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President:
Secretary and Deputy Dreyfus A Bonds Plus, Inc.++;
General Counsel Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
MARK N. JACOBS Dreyfus Municipal Bond Fund, Inc.++;
(cont'd) Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Director:
World Balanced Fund++++;
Secretary:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
MARK N. JACOBS Dreyfus Insured Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
General California Municipal Money Market
Fund++;
MARK N. JACOBS General Government Securities Money Market
(cont'd) Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Pacific American Fund+++++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund, (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
CHRISTINE PAVALOS Dreyfus Global Bond Fund, Inc.++;
(cont'd) Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Growth and Income, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
CHRISTINE PAVALOS Dreyfus 100% U.S. Treasury Intermediate
(cont'd) Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Service Corporation*;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie Municipal Money Market
Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
CHRISTINE PAVALOS General Municipal Money Market Fund,
(cont'd) Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New York,
New York 10006.
**** The address of the business so indicated is Five Triad Center, Salt
Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
++++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus Michigan Municipal Money Market Fund, Inc.
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) Dreyfus Short-Term Income Fund, Inc.
66) The Dreyfus Socially Responsible Growth Fund, Inc.
67) Dreyfus Strategic Growth, L.P.
68) Dreyfus Strategic Income
69) Dreyfus Strategic Investing
70) The Dreyfus Third Century Fund, Inc.
71) Dreyfus Treasury Cash Management
72) Dreyfus Treasury Prime Cash Management
73) Dreyfus Variable Investment Fund
74) Dreyfus-Wilshire Target Funds, Inc.
75) Dreyfus Worldwide Dollar Money Market Fund, Inc.
76) First Prairie Cash Management
77) First Prairie Diversified Asset Fund
78) First Prairie Money Market Fund
79) First Prairie Municipal Money Market Fund
80) First Prairie Tax Exempt Bond Fund, Inc.
81) First Prairie U.S. Government Income Fund
82) First Prairie U.S. Treasury Securities Cash Management
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Fund, Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Fund, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
91) Pacific American Fund
92) Peoples Index Fund, Inc.
93) Peoples S&P MidCap Index Fund, Inc.
94) Premier Insured Municipal Bond Fund
95) Premier California Municipal Bond Fund
96) Premier GNMA Fund
97) Premier Growth Fund, Inc.
98) Premier Municipal Bond Fund
99) Premier New York Municipal Bond Fund
100) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President and Director None
Lawrence M. Greene* Executive Vice President and Director None
Julian M. Smerling* Executive Vice President and Director None
Elie M. Genadry* Executive Vice President Senior Vice
President
Donald A. Nanfeldt* Executive Vice President Senior Vice
President
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Diane M. Coffey* Vice President None
Walter V. Harris* Vice President None
William Harvey* Vice President None
William V. Healey* Vice President/Legal Counsel None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-Trading None
Daniel C. Maclean* Secretary Senior Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices with Positions and
Name and principal Broker-Dealer Division of offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Elie M. Genadry* President Senior Vice
President
Craig E. Smith* Executive Vice President None
Peter S. Ferrentino
San Francisco, CA Regional Vice President None
W. Richard Francis
Palm Harbor, FL Regional Vice President None
Philip Jochem
Warrington, PA Regional Vice President None
Fred Lanier
Atlanta, GA Regional Vice President None
Robert F. Madaii
La Jolla, CA Regional Vice President None
Joseph Reaves
New Orleans, LA Regional Vice President None
Christian Renninger
Germantown, MD Regional Vice President None
L. Allen Veach
Colchester, VT Regional Vice President None
Kurt Wiessner
Minneapolis, MN Regional Vice President None
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Institutional Services Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President Senior Vice
President
Donald A. Nanfeldt* Executive Vice President Senior Vice
President
Stacey Alexander* Vice President None
Eric Almquist* Vice President None
James E. Baskin+++++++ Vice President None
Stephen Burke* Vice President None
Laurel A. Diedrick
Burrows*** Vice President None
Charles Cardona** Vice President None
Daniel L. Clawson++++ Vice President None
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-Institutional Sales None
Carol Anne Kelty* Vice President-Institutional Sales None
Gertrude F. Laidig+++++ Vice President None
Kathleen McIntyre Vice President None
Lewis++
Susan M. O'Connor* Vice President-Institutional
Seminars None
Andrew Pearson+++ Vice President-Institutional Sales None
Jean Heitzman Penny***** Vice President-Institutional Sales None
Dwight Pierce+ Vice President None
Emil Samman* Vice President-Institutional
Marketing None
Edward Sands* Vice President-Institutional
Operations None
Sue Ann Seefeld++++ Vice President-Institutional Sales None
Judy Ulrich*** Vice President None
Elizabeth Biordi Vice President-Institutional
Wieland* Administration None
Roberta Hall***** Assistant Vice President-
Institutional Servicing None
Eva Machek***** Assistant Vice President-
Institutional Sales None
Debra Masterpalo* Assistant Vice President None
James Neiland* Assistant Vice President None
Lois Paterson* Assistant Vice President-
Institutional Operations None
William Schalda* Assistant Vice President None
Karen Markovic
Shpall++++++ Assistant Vice President None
Emilie Tongalson** Assistant Vice President-
Institutional Servicing None
Tonda Watson**** Assistant Vice President-
Institutional Sales None
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Group Retirement Plans Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President Senior Vice
President
Robert W. Stone* Executive Vice President None
Paul Allen* Senior Vice President-National Sales None
Positions and offices with Positions and
Name and principal Group Retirement Plans Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
George Anastasakos* Vice President None
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Gerald Goz* Vice President-Sales None
Cherith Harrison* Vice President-Sales None
Leonard Larrabee* Vice President and Senior Counsel None
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Scott Zeleznyk* Vice President-Sales None
Alana Zion* Vice President-Sales None
_____________________________________________________
* The address of the offices so indicated is 200 Park Avenue, New
York, New York 10166
** The address of the offices so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580 California Street,
San Francisco, California 94104.
**** The address of the offices so indicated is 3384 Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box 1657, Duxbury,
Massachusetts 02331.
++ The address of the offices so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest Hill
Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond Street,
San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
Not Applicable
Item 32. Undertakings
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a trustee or trustees when requested
in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares of beneficial interest and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 25th day of May, 1994.
DREYFUS TAX EXEMPT CASH MANAGEMENT
BY: /s/Richard J. Moynihan*
Richard J. Moynihan, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.
Signatures Title Date
/s/Richard J. Moynihan* President (Principal Executive 5/25/94
Richard J. Moynihan Officer) and Trustee
/s/John J. Pyburn* Treasurer (Principal 5/25/94
John J. Pyburn Financial Officer)
/s/Paul T. Molloy* Controller (Principal 5/25/94
Paul T. Molloy Accounting Officer)
/s/David W. Burke* Trustee 5/25/94
David W. Burke
/s/Isabel P. Dunst* Trustee 5/25/94
Isabel P. Dunst
/s/Lyle E. Gramley* Trustee 5/25/94
Lyle E. Gramley
/s/Warren B. Rudman* Trustee 5/25/94
Warren B. Rudman
*BY:
Robert I. Frenkel
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE NO.
24(b)(11) Consent of Independent Auditors
24(b)(16) Schedule of Computation of
Performance Data
Other Power of Attorney
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Agent,
Counsel and Independent Auditors" and to the use of our report dated
March 8, 1994, in this Registration Statement (Form N-1A 2-89275)
of Dreyfus Tax Exempt Cash Management.
ERNST & YOUNG
New York, New York
May 25, 1994
DREYFUS TAX EXEMPT CASH MANAGEMENT - CLASS A
Value of Account 1/24/94 $ 1.000000000
+ Dividend on 1/25/94 $ 0.000059765
+ Dividend on 1/26/94 0.000058443
+ Dividend on 1/27/94 0.000060639
+ Dividend on 1/28/94 0.000182814
+ Dividend on 1/31/94 0.000059080 0.000420741
-------------
Value of Account 1/31/94 1.000420741
Less the value of account 1/24/94 (1.000000000)
-------------
Change in Account 0.000420741
Divided by value of account 1/24/94 1.000000000
-------------
Base Period Return 0.000420741
=============
Annualized Seven Day Yield ( 0.000420741 x 365 / 7) 2.19%
=============
Value of Account 1/24/94 $ 1.000000000
+ Dividend on 1/25/94 $ 0.000059765
+ Dividend on 1/26/94 0.000058443
+ Dividend on 1/27/94 0.000060639
+ Dividend on 1/28/94 0.000182814
+ Dividend on 1/31/94 0.000059080 0.000420741
-------------
Value of Account 1/31/94 1.000420741
Less the value of account 1/24/94 (1.000000000)
-------------
Change in Account 0.000420741
Divided by value of account 1/24/94 1.000000000
-------------
Base Period Return 0.000420741
=============
365/7
Annualized Effective Yield [( 0.000420741 +1) ]-1 2.22%
=============
TAX EQUIVALENT YIELD
Yield = 2.19%
Taxable portion of yield = 0.00%
------
Tax exempt portion of yield = 2.19%
======
Federal Tax Bracket = 39.60%
======
Tax
Equivalent Yield = 2.19 / (1- 0.3960 ) = 3.63%
======
DREYFUS TAX EXEMPT CASH MANAGEMENT - CLASS B
Value of Account 1/24/94 $ 1.000000000
+ Dividend on 1/25/94 $ 0.000052916
+ Dividend on 1/26/94 0.000051594
+ Dividend on 1/27/94 0.000053790
+ Dividend on 1/28/94 0.000162267
+ Dividend on 1/31/94 0.000052231 0.000372798
-------------
Value of Account 1/31/94 1.000372798
Less the value of account 1/24/94 (1.000000000)
-------------
Change in Account 0.000372798
Divided by value of account 1/24/94 1.000000000
-------------
Base Period Return 0.000372798
=============
Annualized Seven Day Yield ( 0.000372798 x 365 / 7) 1.94%
=============
Value of Account 1/24/94 $ 1.000000000
+ Dividend on 1/25/94 $ 0.000052916
+ Dividend on 1/26/94 0.000051594
+ Dividend on 1/27/94 0.000053790
+ Dividend on 1/28/94 0.000162267
+ Dividend on 1/31/94 0.000052231 0.000372798
-------------
Value of Account 1/31/94 1.000372798
Less the value of account 1/24/94 (1.000000000)
-------------
Change in Account 0.000372798
Divided by value of account 1/24/94 1.000000000
-------------
Base Period Return 0.000372798
=============
365/7
Annualized Effective Yield [( 0.000372798 +1) ]-1 1.96%
=============
TAX EQUIVALENT YIELD
Yield = 1.94%
Taxable portion of yield = 0.00%
------
Tax exempt portion of yield = 1.94%
======
Federal Tax Bracket = 39.60%
======
Tax
Equivalent Yield = 1.94 / (1- 0.3960 ) = 3.21%
======
POWER OF ATTORNEY FORM
David W. Burke, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs and
Robert I. Frenkel, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities (until revoked in writing) to sign any and all
amendments to the Registration Statement (including post-effective
amendments and amendments thereto), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Dreyfus Tax Exempt Cash Management
__________________________________
David W. Burke, Trustee
Dated: February 24, 1994
