DREYFUS GOVERNMENT 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 Government 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-3
Management Agreement. . . . . . . . . . . . . . . . . . . . .B-6
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . .B-8
Service Plan (Class B Only) . . . . . . . . . . . . . . . . .B-8
Shareholder Services Plan (Class A Only). . . . . . . . . . .B-9
Redemption of Fund Shares . . . . . . . . . . . . . . . . . .B-10
Determination of Net Asset Value. . . . . . . . . . . . . . .B-11
Portfolio Transactions. . . . . . . . . . . . . . . . . . . .B-12
Investor Services . . . . . . . . . . . . . . . . . . . . . .B-12
Dividends, Distributions and Taxes. . . . . . . . . . . . . .B-13
Yield Information . . . . . . . . . . . . . . . . . . . . . .B-13
Information About the Fund. . . . . . . . . . . . . . . . . .B-14
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . . .B-14
Financial Statements. . . . . . . . . . . . . . . . . . . . .B-16
Report of Independent Auditors. . . . . . . . . . . . . . . .B-22
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."
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 Investment
Company Act of 1940 (the "Act")) of the Fund's outstanding voting shares.
The Fund may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds,
municipal bonds or industrial revenue bonds.
2. Borrow money except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 5% 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.
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. Write or purchase put or call options or combinations thereof.
6. Underwrite the securities of other issuers or 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 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 assets.
7. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
8. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus. However, the Fund may lend
securities to brokers, dealers or other institutional investors, but only
when the borrower deposits collateral consisting of cash or U.S. Treasury
securities with the Fund and agrees to maintain such collateral so that it
amounts at all times to at least 100% of the value of the securities loaned.
Such loans will not be made, if, as a result, the aggregate value of the
securities loaned exceeds 20% of the value of the Fund's total assets.
9. 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 investments in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
10. Invest in companies for the purpose of exercising control.
11. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
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 that restriction.
The Fund may make commitments more restrictive than the restrictions
listed above in certain states. Should the Fund determine that a commitment
is no longer in the best interests 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 a 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.
*JOSEPH S. DiMARTINO, Trustee, President and Investment Officer. President,
Chief Operating Officer and a Director of the Manager, Executive Vice
President and a Director of the Distributor and an officer, director or
trustee of other investment companies advised or administered by the
Manager. He is also a director of Noel Group, Inc., Vice President and
former treasurer and director of the National Muscular Dystrophy
Association and a Trustee of Bucknell University. 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.
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 also is a trustee of Dreyfus Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus New York
Municipal Cash Management, Dreyfus Tax Exempt 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 totalled $11,127 for the fiscal year ended January 31,
1994 for such Trustees as a group.
Each Trustee, except Mr. Burke, was elected at a meeting of
shareholders held on September 14, 1993. No further meetings of
shareholders 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.
PATRICIA A. LARKIN, Senior Vice President and Investment Officer. An
employee of the Manager 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 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.
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.
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.
THOMAS J. DURANTE, Controller. Senior Accounting Manager in the Fund
Accounting Department of the Manager and an officer of other investment
companies advised or administered by the Manager.
ROBERT I. FRENKEL, Assistant Secretary. Senior Assistant General Counsel to
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 (but less than 25%) of the Fund's Class A shares of beneficial interest
outstanding on May 2, 1994: (1) First Interstate Bank of Texas, P.O. Box
3326, Houston, TX 77253-3326 (6.1%); (2) Belgian Air Force-Investment Acc.,
c/o Colorado National Bank, 950 17th Street Suite 2450, Denver, CO 80202-
2824 (6.0%); and (3) Bank of Boston, 150 Royall Street, Canto, MA 02021-1031
(5.0%). 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) Bank of A Levy, Trust Dept., P.O. Box 2575, Ventura, CA
93002-2575 (66.4%); (2) Homefed Trust Co., 625 Broadway -- Suite. 906, San
Diego, CA 92101-5416 (13.5%); (3) Key Benefit Administrators, Inc., General
Claim Account, 9000 Keystone Crossing Suite 400, Indianapolis, IN 46240-2139
(6.6%); and (4) Dennis Nathan, 140 W. Crescent Avenue, Mahwah, NJ 07430-2914
(5.0%).
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; 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; John J.
Pyburn and 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) 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 20, 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 not more than
60 days' notice, by the Fund's Board of Trustees or by vote of the holders
of a majority of the Fund's shares, or, upon 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 Board
to execute purchases and sales of securities. The Fund's Investment
Officers are Patricia A. Cuddy, Joseph S. DiMartino, Barbara L. Kenworthy,
Bernard Kiernan and Patricia A. Larkin. 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 Board's 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 the Manager's services under the Agreement, 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. 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 amounted to $7,062,379, $18,901,237,
and $12,911,325, respectively, which amounts were reduced pursuant to
undertakings by the Manager, resulting in net management fees paid for such
fiscal years of $5,499,660, $14,436,150 and $11,230,606, 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
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, $1,605 was charged to the Fund, with
respect to Class B shares of the Fund 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 amounts 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 by the Trustees
at a meeting held on February 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, $539,273 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 at its New
York office by Noon, New York time, or at its Los Angeles office by Noon,
California time, on such day; otherwise the Fund will initiate payment on
the next business day. Redemption proceeds will be transferred by Federal
Reserve wire only 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 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 investors.
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. In such review,
investments for which market quotations are readily available will be valued
at the most recent bid price or yield equivalent for such securities or for
securities of comparable maturity, quality and type, as obtained from one or
more of the major market makers for the securities to be valued. Other
investments and assets will be valued at fair value as determined in good
faith by the Board of Trustees.
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 directly from the issuer
or from an underwriter or a market maker for the securities. Usually no
brokerage commissions are paid by the Fund for such purchases. Purchases
from underwriters of portfolio securities may include a concession paid by
the issuer to the underwriter and the purchase price paid to, and sales
price received from, market makers for the securities may reflect the spread
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
the Manager's 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
Municipal Cash Management Plus, Dreyfus New York Municipal Cash Management,
Dreyfus Tax Exempt 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, DISTRIBUTIONS 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 3.08% and 3.12%, respectively, and on Class B
shares were 2.83% and 2.87%, 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 a 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 calculated 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.
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.
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. First
Interstate Bank of California, 707 Wilshire Boulevard, Los Angeles,
California 90017, serves as a sub-custodian of the Fund's investments. The
Bank of New York, The Shareholder Services Group, Inc. and First Interstate
Bank of California have no part in determining the investment policies of
the Fund or which portfolio 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.
<TABLE>
<CAPTION>
DREYFUS GOVERNMENT CASH MANAGEMENT
STATEMENT OF INVESTMENTS JANUARY 31, 1994
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. TREASURY BILLS_21.1% PURCHASE AMOUNT VALUE
---------- -------------- --------------
<S> <C> <C> <C>
2/10/94............................................. 3.25% $ 5,000,000 $ 4,996,062
4/7/94.............................................. 3.22 145,750,000 144,929,447
5/5/94.............................................. 3.24 75,000,000 74,390,850
5/12/94............................................. 3.32 50,000,000 49,546,528
6/2/94.............................................. 3.30 165,000,000 163,197,604
6/30/94............................................. 3.33 75,000,000 73,998,182
7/14/94............................................. 3.31 100,000,000 98,523,944
7/28/94............................................. 3.44 80,000,000 78,692,167
8/25/94............................................. 3.23 25,000,000 24,554,410
9/22/94............................................. 3.31 100,000,000 97,922,417
10/20/94............................................ 3.34 50,000,000 48,828,219
1/12/95............................................. 3.47 100,000,000 96,789,583
--------------
TOTAL U.S. TREASURY BILLS (cost $956,369,413)........... $ 956,369,413
==============
U.S. TREASURY NOTE_.6%
4.25%, 7/31/94
(cost $25,122,590).................................. 3.15% $ 25,000,000 $ 25,122,590
==============
U.S. TREASURY STRIP_1.0%
2/15/94
(cost $45,216,220).................................. 3.34% $ 45,274,000 $ 45,216,220
==============
U.S. GOVERNMENT AGENCIES_70.1%
BONDS-9.7%
Federal Farm Credit Banks, Consolidated Systemwide Bonds
3.21%, 3/1/94.................................. 3.21% $ 5,000,000 $ 5,000,000
Federal Farm Credit Banks, Consolidated Systemwide, Floating Rate Bonds
5/10/95......................................... 3.25(a) 115,000,000 115,000,000
11/17/95........................................ 3.45(a) 100,000,000 99,910,411
Federal Home Loan Banks, Consolidated Systemwide, Floating Rate Bonds
5/3/94.......................................... 3.07(a) 20,000,000 19,986,394
9/22/94......................................... 2.70(a) 50,000,000 50,000,000
11/1/94......................................... 2.72(a) 70,000,000 70,000,000
6/1/95.......................................... 2.92(a) 70,000,000 70,000,000
5/6/96.......................................... 3.32(a) 11,450,000 11,439,147
--------------
441,335,952
--------------
NOTES-60.4%
Federal Farm Credit Banks, Consolidated Systemwide,
Floating Rate Notes
4/29/94......................................... 3.13(a) 20,000,000 20,000,000
5/18/94......................................... 3.16(a) 45,000,000 45,000,000
10/19/94........................................ 3.45(a) 85,000,000 85,000,000
Federal Farm Credit Banks, Discount Notes
3/2/94.......................................... 3.17 9,700,000 9,675,933
3/10/94......................................... 3.17 5,000,000 4,984,172
3/29/94......................................... 3.33 18,155,000 18,064,064
4/1/94.......................................... 3.35 9,000,000 8,952,210
4/5/94.......................................... 3.40 10,000,000 9,941,900
4/6/94.......................................... 3.29 22,000,000 21,874,062
DREYFUS GOVERNMENT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. GOVERNMENT AGENCIES (CONTINUED) PURCHASE AMOUNT VALUE
---------- -------------- --------------
NOTES (CONTINUED)
Federal Farm Credit Banks, Discount Notes (continued)
4/13/94......................................... 3.20% $ 6,000,000 $ 5,963,317
5/6/94.......................................... 3.32 5,000,000 4,957,439
6/2/94.......................................... 3.55 10,000,000 9,884,714
7/22/94......................................... 3.32 8,000,000 7,876,880
10/3/94......................................... 3.42 10,000,000 9,775,655
Federal Home Loan Banks, Discount Notes
2/1/94.......................................... 3.08 300,000,000 300,000,000
3/25/94......................................... 3.31 50,000,000 49,768,167
5/10/94......................................... 3.44 53,000,000 52,516,669
7/21/94......................................... 3.20 35,000,000 34,479,375
7/25/94......................................... 3.21 30,000,000 29,541,800
7/26/94......................................... 3.19 22,000,000 21,664,194
9/30/94......................................... 3.39 48,000,000 46,946,027
11/23/94........................................ 3.61 9,200,000 8,936,893
Federal Home Loan Mortgage Corp.,
Consolidated Systemwide, Floating Rate Notes
6/22/94......................................... 3.33(a) 100,000,000 99,927,278
Federal Home Loan Mortgage Corp., Discount Notes
3/15/94......................................... 3.17 30,000,000 29,890,800
11/23/94........................................ 3.61 9,000,000 8,742,613
Federal National Mortgage Association,
Consolidated Systemwide, Floating Rate Notes
10/4/96......................................... 3.45(a) 100,000,000 100,000,000
Federal National Mortgage Association, Discount Notes
2/9/94.......................................... 3.21 40,000,000 39,972,000
3/10/94......................................... 3.32 20,280,000 20,212,259
3/11/94......................................... 3.26 50,000,000 49,831,639
3/22/94......................................... 3.21 23,150,000 23,050,744
3/24/94......................................... 3.21 12,000,000 11,946,450
3/31/94......................................... 3.21 9,500,000 9,451,788
4/7/94.......................................... 3.36 79,000,000 78,532,144
4/11/94......................................... 3.23 60,000,000 59,635,450
5/2/94.......................................... 3.24 34,000,000 33,730,002
5/4/94.......................................... 3.23 25,000,000 24,798,111
5/16/94......................................... 3.36 50,000,000 49,523,333
5/25/94......................................... 3.24 5,000,000 4,950,092
6/1/94.......................................... 3.25 99,880,000 98,817,943
6/16/94......................................... 3.35 64,000,000 63,210,400
6/17/94......................................... 3.33 50,000,000 49,382,333
6/27/94......................................... 3.28 11,595,000 11,444,523
6/30/94......................................... 3.30 47,555,000 46,923,192
7/18/94......................................... 3.40 14,695,000 14,467,999
8/25/94......................................... 3.30 50,000,000 49,086,042
8/31/94......................................... 3.40 30,000,000 29,414,475
9/6/94.......................................... 3.37 29,185,000 28,609,739
9/19/94......................................... 3.39 53,650,000 52,523,179
9/22/94......................................... 3.30 10,000,000 9,790,947
10/6/94......................................... 3.52 25,000,000 24,413,375
DREYFUS GOVERNMENT CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. GOVERNMENT AGENCIES (CONTINUED) PURCHASE AMOUNT VALUE
---------- -------------- --------------
NOTES (CONTINUED)
Federal National Mortgage Association, Discount Notes (continued)
10/11/94........................................ 3.54% $ 48,025,000 $ 46,870,032
10/12/94........................................ 3.58 20,000,000 19,512,272
10/13/94........................................ 3.56 24,000,000 23,414,107
10/17/94........................................ 3.50 45,000,000 43,900,275
10/18/94........................................ 3.56 50,000,000 48,755,361
11/14/94........................................ 3.61 50,000,000 48,609,722
11/28/94........................................ 3.41 66,800,000 64,957,433
Student Loan Marketing Association, Floating Rate Notes
6/27/94......................................... 3.60(a) 80,000,000 80,000,000
10/11/94........................................ 3.40(a) 100,000,000 100,000,000
6/2/95.......................................... 3.27(a) 87,000,000 87,000,000
3/20/96......................................... 3.32(a) 70,000,000 70,000,000
9/10/96......................................... 3.38(a) 150,000,000 150,000,000
3/3/97.......................................... 3.29(a) 25,000,000 25,000,000
--------------
2,736,101,523
--------------
TOTAL U.S. GOVERNMENT AGENCIES (cost $3,177,437,475).... $3,177,437,475
==============
REPURCHASE AGREEMENTS_7.1%
Bear, Stearns & Co.
dated 1/31/94, due 2/1/94 in the amount of $126,010,938
(fully collateralized by $125,050,000 U.S. Treasury
Notes, 4.25% due 8/31/94 to 1/31/95, value
$127,499,769)................................... 3.13% $ 126,000,000 $ 126,000,000
First National Bank of Chicago
dated 1/31/94, due 2/1/94 in the amount of $101,008,697
(fully collateralized by $51,410,000 U.S. Treasury
Bills due 5/5/94, and $51,335,000 U.S Treasury
Notes, 4.625% due 12/31/94, value $103,052,159). 3.10 101,000,000 101,000,000
Kidder, Peabody & Co. Inc.
dated 1/31/94, due 2/1/94 in the amount of $25,484,207
(fully collateralized by $9,630,000 U.S. Treasury
Bills due 2/10/94, and $16,160,000 U.S Treasury
Notes, 4.25% due 7/31/94, value $25,859,863).... 3.12 25,482,000 25,482,000
Yamaichi International (America) Inc.
dated 1/31/94, due 2/1/94 in the amount of $69,006,038
(fully collateralized by $68,345,000 U.S. Treasury
Notes, 4.625-5.75% due 3/31/94 to 12/31/94,
value $69,780,239).............................. 3.15 69,000,000 69,000,000
--------------
TOTAL REPURCHASE AGREEMENTS (cost $321,482,000)......... $ 321,482,000
==============
TOTAL INVESTMENTS (cost $4,525,627,698)........... 99.9% $4,525,627,698
===== ==============
CASH AND RECEIVABLES (NET)........................ .1% $ 5,415,574
===== ==============
NET ASSETS........................................ 100.0% $4,531,043,272
===== ==============
NOTE TO STATEMENT OF INVESTMENTS;
(a) Variable interest rate - subject to periodic change.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS GOVERNMENT CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 1994
ASSETS:
<S> <C> <C>
Investments in securities, at value-Note 1(a,b)............................ $4,525,627,698
Cash....................................................................... 135,713
Interest receivable........................................................ 6,068,428
Other assets............................................................... 585
--------------
4,531,832,424
LIABILITIES:
Due to The Dreyfus Corporation............................................. $ 787,547
Accrued expenses........................................................... 1,605 789,152
-------------- --------------
NET ASSETS..................................................................... $4,531,043,272
==============
REPRESENTED BY:
Paid-in capital............................................................ $4,531,345,418
Accumulated net realized (loss) on investments............................. (302,146)
--------------
NET ASSETS at value............................................................ $4,531,043,272
==============
Shares of Beneficial Interest outstanding:
Class A Shares
(unlimited number of $.001 par value shares authorized)................ 4,516,248,121
==============
Class B Shares
(unlimited number of $.001 par value shares authorized)................ 15,097,297
==============
NET ASSET VALUE per share:
Class A Shares
($4,515,945,975 \ 4,516,248,121 shares)................................ $1.00
=====
Class B Shares
($15,097,297 \ 15,097,297 shares)...................................... $1.00
=====
STATEMENT OF OPERATIONS YEAR ENDED JANUARY 31, 1994
INVESTMENT INCOME:
INTEREST INCOME............................................................ $ 211,569,641
EXPENSES:
Management fee-Note 2(a)............................................... $12,911,325
Custodian fees......................................................... 666,882
Shareholder servicing costs-Note 2(c).................................. 649,081
Registration fees...................................................... 129,635
Professional fees...................................................... 60,633
Trustees' fees and expenses-Note 2(d).................................. 11,127
Prospectus and shareholders' reports................................... 6,434
Distribution fees (Class B Shares)-Note 2(b)........................... 1,605
Miscellaneous.......................................................... 157,579
--------------
14,594,301
Less-reduction in management fee due to undertaking-Note 2(a).......... 1,680,719
--------------
TOTAL EXPENSES..................................................... 12,913,582
--------------
INVESTMENT INCOME-NET.......................................................... 198,656,059
NET REALIZED (LOSS) ON INVESTMENTS-Note 1(b)................................... (260,444)
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 198,395,615
==============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS GOVERNMENT CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED JANUARY 31,
--------------------------------
OPERATIONS: 1993 1994
-------------- --------------
<S> <C> <C>
Investment income-net...................................................... $ 341,513,629 $ 198,656,059
Net realized (loss) on investments......................................... (28,398) (260,444)
-------------- --------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............... 341,485,231 198,395,615
-------------- --------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net:
Class A shares......................................................... (341,513,629) (198,637,877)
Class B shares......................................................... __ (18,182)
-------------- --------------
TOTAL DIVIDENDS.................................................... (341,513,629) (198,656,059)
-------------- --------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares......................................................... 84,593,778,725 70,804,093,679
Class B shares......................................................... __ 41,634,102
Dividends reinvested:
Class A shares......................................................... 104,758,499 70,688,354
Class B shares......................................................... __ 41,392
Cost of shares redeemed:
Class A shares......................................................... (79,218,875,712) (76,588,413,781)
Class B shares......................................................... __ (26,578,196)
-------------- --------------
INCREASE (DECREASE) IN NET ASSETS FROM BENEFICIAL
INTEREST TRANSACTIONS.......................................... 5,479,661,512 (5,698,534,450)
-------------- --------------
TOTAL INCREASE (DECREASE) IN NET ASSETS........................ 5,479,633,114 (5,698,794,894)
NET ASSETS:
Beginning of year.......................................................... 4,750,205,052 10,229,838,166
-------------- --------------
End of year................................................................ $10,229,838,166 $4,531,043,272
============== ==============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS GOVERNMENT CASH MANAGEMENT
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.
CLASS A SHARES CLASS B SHARES
----------------------------------------------------------- -----------
YEAR ENDED JANUARY 31, Year Ended
----------------------------------------------------------- JANUARY 31,
PER SHARE DATA: 1990 1991 1992 1993 1994 1994(1)
------- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year....... $ .9995 $ .9996 $ .9998 $1.0000 $1.0000 $1.0000
------- ------- ------- ------- ------- -------
INVESTMENT OPERATIONS:
Investment income-net.................... .0888 .0786 .0581 .0370 .0307 .0017
Net realized gain (loss) on investments.. .0001 .0002 .0002 -- (.0001) --
------- ------- ------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS .0889 .0788 .0583 .0370 .0306 .0017
------- ------- ------- ------- ------- -------
DISTRIBUTIONS;
Dividends from investment income-net..... (.0888) (.0786) (.0581) (.0370) (.0307) (.0017)
------- ------- ------- ------- ------- -------
Net asset value, end of year............. $ .9996 $ .9998 $1.0000 $1.0000 $ .9999 $1.0000
======= ======= ======= ======= ======= =======
TOTAL INVESTMENT RETURN 9.25% 8.15% 5.97% 3.76% 3.12% 2.82%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.. .20% .20% .20% .20% .20% .45%(2)
Ratio of net investment income to
average net assets..................... 8.84% 7.82% 5.67% 3.61% 3.08% 2.83%(2)
Decrease reflected in above
expense ratios due to undertaking
by the Manager......................... .05% .04% .04% .05% .03% --
Net assets, end of year (000's Omitted)..$1,590,159 $2,171,778 $4,750,205 $10,229,838 $4,515,946 $15,097
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
See notes to financial statements.
</TABLE>
DREYFUS GOVERNMENT 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. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Interest income is recognized on the accrual basis. Cost of investments
represents amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Manager, subject to the
seller's agreement to repurchase and the Fund's agreement to resell such
securities at a mutually agreed upon price. Securities purchased subject
to repurchase agreements are deposited with the Fund's custodians and,
pursuant to the terms of the repurchase agreement, must have an
aggregate market value greater than or equal to the repurchase price plus
accrued interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued interest, the
Fund will require the seller to deposit additional collateral by the next
business day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Fund maintains the right
to sell the underlying securities at market value and may claim any
resulting loss against the seller.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends from investment income-net on each business day. Such
dividends are paid monthly. Dividends from net realized capital gain, if
any, are normally declared and paid annually, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. 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, if such qualification is in the
best interests of its shareholders, 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
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
The Fund has an unused capital loss carryover of approximately
$260,000 available for Federal income tax purposes to be applied against
future net securities profits, if any realized subsequent to January 31,
1994. The carryover does not include net realized securities losses from
November 1, 1993 through January 31, 1994 which are treated, for Federal
income tax purposes, as arising in fiscal 1995. If not applied, the
carryover expires in fiscal 2002.
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).
DREYFUS GOVERNMENT CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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) exceed an annual rate of .20 of 1% of the
average daily value of the Fund's net assets. The reduction in management
fee, pursuant to the undertaking, amounted to $1,680,719 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 professionals) 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, $1,605 was charged to the
Fund pursuant to the Class B Service Plan.
(C) Pursuant to the Fund's Shareholder Services Plan ("Class A
Shareholder Service Plan") the Fund reimburses the Distributor an amount
not to exceed an annual rate of .25 of 1% of the value of the Fund's Class A
shares average daily net assets 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
$539,273 pursuant to the 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 GOVERNMENT CASH MANAGEMENT
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS GOVERNMENT CASH MANAGEMENT
We have audited the accompanying statement of assets and liabilities
of Dreyfus Government 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 custodians 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 Government 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 & Young Signature Logo)
New York, New York
March 4, 1994
