File Nos. 2-89359
811-3964
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. 25 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 25 [X]
(Check appropriate box or boxes.)
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
(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
Mark N. Jacobs, 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)
----
X on June 1, 1998 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (b)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
----
Dreyfus Government Cash Management Funds
Cross-Reference Sheet Pursuant to Rule 495(a)
Prospectus for Dreyfus Government Cash
Management and Dreyfus Government Prime Cash
Management
-------------------------------------------
Instit- Admin-
utional istrative Investor Participant
Shares Shares Shares Shares
Items in
Part A of
Form N-1A Caption Page Page Page Page
_______ _______ ____ ____ ____ ____
1 Cover Page Cover Cover Cover Cover
2 Synopsis 3 3 3 3
3 Condensed Financial 5 5 5 5
Information
4 General Description 8 7 7 7
of Registrant
5 Management of 12 11 10 11
the Fund
5(a) Management's * * * *
Discussion of
Fund's Performance
6 Capital Stock and 16 16 16 16
Other Securities
7 Purchase of Securities 13 11 11 11
Being Offered
8 Redemption or 15 13 13 13
Repurchase
9 Pending Legal * * * *
Proceedings
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
Dreyfus Government Cash Management Funds
Cross-Reference Sheet Pursuant to Rule 495(a)
Prospectus for Dreyfus Government Cash Management and Dreyfus
Government Prime Cash Management
Prospectus for Dreyfus Government
Prime Cash Management
---------------------------------
Participant
Shares
Items in
Part A of
Form N-1A Caption Page
_______ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial 5
Information
4 General Description 7
of Registrant
5 Management of 11
the Fund
5(a) Management's *
Discussion of
Fund's Performance
6 Capital Stock and 17
Other Securities
7 Purchase of Securities 12
Being Offered
8 Redemption or 14
Repurchase
9 Pending Legal *
Proceedings
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
Dreyfus Government Cash Management Funds
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ ____
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-39
13 Investment Objectives and Policies B-3
14 Management of the Fund B-20
15 Control Persons and Principal B-24
Holders of Securities
16 Investment Advisory and Other B-25
Services
Items in
Part B of
Form N-1A
_________
17 Brokerage Allocation B-35
18 Capital Stock and Other Securities B-39
19 Purchase, Redemption and Pricing B-28
of Securities Being Offered B-32
B-33
20 Tax Status *
21 Underwriters B-28
22 Calculations of Performance Data B-36
23 Financial Statements B-40
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
Dreyfus Government Cash Management Funds
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part C of
Form N-1A Caption Page
_________ _______ ____
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-13
28 Business and Other Connections of C-14
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-13
31 Management Services C-13
32 Undertakings C-13
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
_____________________________________________________________________________
COMBINED PROSPECTUS JUNE 1, 1998
DREYFUS CASH MANAGEMENT FUNDS
INSTITUTIONAL SHARES
_____________________________________________________________________________
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS
TREASURY CASH MANAGEMENT, DREYFUS TREASURY PRIME CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (EACH, A "FUND") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK
CITY INCOME TAXES.
EACH 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, EACH FUND IS OFFERING INSTITUTIONAL SHARES.
INVESTORS CAN INVEST, REINVEST OR REDEEM INSTITUTIONAL SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY EACH FUND PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS, WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO, EACH WITH OPERATIONS
AND RESULTS WHICH ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED
PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO PROVIDE INVESTORS
THE OPPORTUNITY TO CONSIDER NINE INVESTMENT CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED JUNE 1, 1998, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP://WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
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.
_____________________________________________________________________________
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.
_____________________________________________________________________________
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses......................................... 3
Condensed Financial Information........................................ 4
Yield Information...................................................... 8
Description of the Funds............................................... 8
Management of the Funds................................................ 12
How to Buy Shares...................................................... 13
Shareholder Services................................................... 14
How to Redeem Shares................................................... 15
Shareholder Services Plan.............................................. 16
Dividends, Distributions and Taxes..................................... 16
General Information.................................................... 18
Appendix............................................................... 21
<TABLE>
[Page 2]
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
INSTITUTIONAL
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees................................................................. None
Total Fund Operating Expenses.............................................. .20%
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:
INSTITUTIONAL
SHARES
1 YEAR....................................... $ 2
3 YEARS...................................... $ 6
5 YEARS ..................................... $11
10 YEARS..................................... $26
</TABLE>
_____________________________________________________________________________
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, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
_____________________________________________________________________________
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Institutional
Shares, the payment of which will reduce investors' annual return. As to each
Fund's Institutional Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all 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 management fee payable by the Fund monthly at the annual rate of .20 of
1% of the value of the Fund's average daily net assets. Institutions and
certain Service Agents (as defined below) effecting transactions in
Institutional 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 Funds," "How to Buy
Shares" and "Shareholder Services Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund accompany the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first reporting period) is per share
operating performance data for an Institutional Share outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from the
relevant Fund's financial statements.
<TABLE>
DREYFUS CASH MANAGEMENT
________________________________________________________________________________________________________
YEAR ENDED JANUARY 31,
________________________________________________________________________________________________________
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
period....... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
INVESTMENT OPERATIONS:
Investment
income-net... .076 .091 .080 .058 .036 .031 .042 .059 .053 .054
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
DISTRIBUTIONS:
Dividends from
investment
income-net.. (.076) (.091) (.080) (.058) (.036) (.031) (.042) (.059) (.053) (.054)
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
Net asset
value, end
of period.... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ====== ====== ====== ====== ====== =======
TOTAL INVESTMENT
RETURN....... 7.84% 9.44% 8.31% 5.96% 3.68% 3.15% 4.28% 6.03% 5.39% 5.58%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average
net assets..... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net
investment
income to average
net assets.... 7.42% 9.03% 7.99% 5.78% 3.60% 3.11% 4.08% 5.86% 5.27% 5.45%
Decrease reflected
in above
expense ratios
due to undertaking
by The Dreyfus
Corporation.... .03% .02% .02% .03% .04% .03% ._ ._ ._ ._
Net Assets,
end of
period (000's
omitted).... $2,245,703 $3,373,940 $5,041,688 $6,508,999 $5,475,181 $2,894,853 $1,817,166 $2,442,647 $2,758,317 $4,102,995
</TABLE>
<TABLE>
DREYFUS CASH MANAGEMENT PLUS
_________________________________________________________________________________________________________________
FOUR MONTHS
ENDED YEAR ENDED
YEAR ENDED SEPTEMBER 30, JANUARY 31, JANUARY 31,
____________________________________________________________________________________________
1988(1) 1989 1990 1991 1992 1993 1994 1995 1996 1997* 1998
______ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset
value, beginning
of period... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
INVESTMENT
OPERATIONS:
Investment
income-net.. .071 .091 .083 .068 .043 .032 .036 .057 .055 .018 .055
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
DISTRIBUTIONS:
Dividends from
investment
income-net.. (.071) (.091) (.083) (.068) (.043) (.032) (.036) (.057) (.055) (.018) (.055)
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
Net asset
value, end
of period... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
TOTAL INVESTMENT
RETURN.. 7.45%(2) 9.49% 8.65% 6.97% 4.39% 3.20% 3.65% 5.86% 5.59% 5.34%(2) 5.64%
RATIOS/SUPPLEMENTAL
DATA:
Ratio of
expenses to
average net
assets.... .20%(2) .20% .20% .20% .20% .20% .20% .20% .20% .20%(2) .20%
Ratio of net
investment
income to
average net
assets.... 7.13%(2) 9.35% 8.29% 6.62% 4.36% 3.15% 3.49% 5.81% 5.46% 5.32%(2) 5.50%
Decrease
reflected in
above expense
ratios due to
undertaking by
The Dreyfus
Corporation... .07%(2) .07% .04% .04% .05% .04% .01% ._ ._ ._ ._
Net Assets,
end of
period (000's
omitted).. $125,266 $728,832 $1,177,475 $1,780,058 $2,300,382 $3,003,344 $1,893,485 $4,404,989 $4,766,312 $5,515,851 $5,793,005
__________
(1) From October 6, 1987 (commencement of operations) to September
30, 1988.
(2) Annualized.
* The Fund changed its fiscal year end from September 30 to January
31. The information provided is from October 1,1996 through January
31, 1997.
</TABLE>
<TABLE>
[Page 4]
DREYFUS GOVERNMENT CASH MANAGEMENT
________________________________________________________________________________________________________
YEAR ENDED JANUARY 31,
________________________________________________________________________________________________________
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
period... $ 1.00 $ 1.00 $1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
INVESTMENT OPERATIONS:
Investment
income-net.... .074 .089 .079 .058 .037 .031 .041 .059 .053 .054
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
DISTRIBUTIONS:
Dividends from
investment
income-net.... (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059) (.053) (.054)
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
Net asset value,
end of period.. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ====== ====== ====== ====== ====== =======
TOTAL INVESTMENT
RETURN........ 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21% 6.01% 5.38% 5.55%
RATIOS / SUPPLEMENTAL DATA:
Ratio of
expenses to
average net
assets.......... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net
investment
income to
average net
assets......... 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% 5.25% 5.41%
Decrease reflected
in above
expense ratios
due to
undertaking
by The Dreyfus
Corporation..... .04% .05% .04% .04% .05% .03%. ._ ._ ._ ._
Net Assets,
end of period
(000's
omitted).. $1,231,361 $1,590,159 $2,171,778 $4,750,205 $10,229,838 $4,515,946 $2,796,646 $4,777,903 $4,565,091 $4,136,508
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
_______________________________________________________________________________________________________________-
SIX MONTHS
ENDED YEAR ENDED
YEAR ENDED JULY 31, JANUARY 31, JANUARY 31,
__________________________________________________________________________________________
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997* 1998
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset
value,
beginning
of period... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
INVESTMENT
OPERATIONS:
Investment
income-net.. .066 .085 .082 .069 .045 .031 .032 .052 .054 .026 .053
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
DISTRIBUTIONS:
Dividends from
investment
income-net.. (.066) (.085) (.082) (.069) (.045) (.031) (.032) (.052) (.054) (.026) (.053)
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
Net asset
value, end
of period... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
TOTAL INVESTMENT
RETURN.. 6.81% 8.88% 8.56% 7.10% 4.62% 3.14% 3.27% 5.34% 5.51% 5.20%(1) 5.42%
RATIOS/SUPPLEMENTAL DATA:
Ratio of
expenses to
average net
assets... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1) .20%
Ratio of net
investment
income to
average net
assets... 6.62% 8.53% 8.19% 6.75% 4.45% 3.12% 3.18% 5.22% 5.35% 5.14%(1) 5.30%
Decrease reflected
in above
expense
ratios due
to undertaking
by The Dreyfus
Corporation.. .06% .05% .07% .06% .05% .04% .01% ._ ._ ._ ._
Net Assets,
end of
period
(000's
omitted).. 722,268 $777,371 $1,558,493 $2,643,267 $4,103,056 $2,406,604 $1,982,582 $1,951,105 $2,419,830 $2,648,579 $2,921,448
____________________
(1) Annualized.
* The Fund changed its fiscal year end from July 31 to January 31. The
information provided is from August 1,1996 through January 31, 1997.
</TABLE>
<TABLE>
[Page 5]
DREYFUS TREASURY PRIME CASH MANAGEMENT
______________________________________________________-____________________________________________________
ELEVEN MONTHS
ENDED YEAR ENDED
YEAR ENDED FEBRUARY 28/29, JANUARY 31, JANUARY 31,
___________________________________________________________________________________
1989(1) 1990 1991 1992 1993 1994 1995 1996 1997* 1998
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset
value,
beginning
of period..... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
Investment
Operations:
Investment
income_net... .015 .083 .076 .055 .035 .030 .043 .055 .047 .052
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
Distributions:
Dividends from
investment
income_net... (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055) (.047) (.052)
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
Net asset value,
end of period.. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ====== ====== ====== ====== ====== ====== ====== =======
Total investment
return....... 8.44%(2) 8.67% 7.82% 5.67% 3.55% 3.02% 4.39% 5.65% 5.16%(2) 5.30%
Ratios/Supplemental Data:
Ratio of expenses
to average net
assets........ .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%(2) .20%
Ratio of net
investment
income to
average net
assets........ 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99% 4.26% 5.53% 5.05%(2) 5.17%
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation..... .30%(2) .10% .05% .05% .04% .02% ._ ._ ._ ._
Net Assets,
end of
period
(000's
omitted)....... $122,032 $409,870 $1,915,877 $4,435,718 $5,001,499 $4,442,145 $3,342,392 $2,904,121 $3,046,582 $2,907,256
___________________
(1) From December 27, 1988 (commencement of operations) to February 28, 1989.
(2) Annualized.
* The Fund changed its fiscal year end from the last day of February to
January 31. The information provided is from March 1,1996 through January
31, 1997.
</TABLE>
<TABLE>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
_____________________________________________________________________________________________-
ONE MONTH
ENDED YEAR ENDED
YEAR ENDED DECEMBER 31, JANUARY 31, JANUARY 31,
_______________________________________________________________________-
1990(1) 1991 1992 1993 1994 1995 1996 1997* 1998
______ ______ ______ ______ ______ ______ ______ ______ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of period....... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______ _______
INVESTMENT OPERATIONS:
Investment income-net.... .013 .047 .031 .024 .027 .038 .034 .003 .035
______ ______ ______ ______ ______ ______ ______ ______ _______
DISTRIBUTIONS:
Dividends from investment
income-net................. (.013) (.047) (.031) (.024) (.027) (.038) (.034) (.003) (.035)
______ ______ ______ ______ ______ ______ ______ ______ _______
Net asset value, end of
period..... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ====== ====== ====== ====== ====== ====== =======
TOTAL INVESTMENT RETURN........ 5.90%(2) 4.75% 3.16% 2.44% 2.76% 3.85% 3.43% 3.41%(2) 3.59 %
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets..... .20%(2) .20% .20% .20% .20% .20% .20% .20%(2) .20%
Ratio of net investment
income to average net
assets............. 6.55%(2) 4.54% 3.04% 2.40% 2.62% 3.78% 3.38% 3.38%(2) 3.53%
Decrease reflected in above
expense ratios due to
undertaking by
The Dreyfus
Corporation............ 2.30%(2) .33% .10% .07% ._ ._ ._ ._ ._
Net Assets, end of period
(000's omitted).......... $22,911 $151,085 $259,416 $364,583 $192,710 $194,088 $155,913 $158,952 $133,801
______________________
(1) From October 15, 1990 (commencement of operations) to December
31, 1990.
(2) Annualized.
* The Fund changed its fiscal year end from December 31 to January 31.
The information provided is from January 1, 1997 through January 31,
1997.
</TABLE>
<TABLE>
[Page 6]
DREYFUS TAX EXEMPT CASH MANAGEMENT
__________________________________________-
YEAR ENDED JANUARY 31,
__________________________________________-
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
period.... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
INVESTMENT
OPERATIONS:
Investment
income-net..... .052 .062 .057 .042 .028 .023 .028 .037 .033 .034
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
DISTRIBUTIONS:
Dividends from
investment
income-net....... (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037) (.033) (.034)
______ ______ ______ ______ ______ ______ ______ ______ ______ _______
Net asset value,
end of period... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ====== ====== ====== ====== ====== ====== ====== =======
TOTAL INVESTMENT
RETURN.......... 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72% 3.31% 3.50%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net
assets........ .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net
investment income
to average net
assets........ 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64% 3.25% 3.44%
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation.... .03% .04% .03% .05% .04% .04% ._ ._ ._ ._
Net Assets, end of
period
(000's
omitted)........ $1,006,193 $1,147,753 $1,905,522 $1,668,671 $1,838,786 $1,739,787 $1,299,301 $1,366,497 $1,646,151 $1,319,463
</TABLE>
<TABLE>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
____________________-___________________________________________________
SIX MONTHS
ENDED YEAR ENDED
YEAR ENDED JULY 31, JANUARY 31, JANUARY 31,
____________________-_____________________________ __________ __________
1992(1) 1993 1994 1995 1996 1997* 1998
______ ______ ______ ______ ______ ______ _______
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ _______
INVESTMENT OPERATIONS:
Investment income_net ....................... .022 .023 .022 .034 .034 .017 .034
______ ______ ______ ______ ______ ______ _______
DISTRIBUTIONS:
Dividends from investment income-net............ (.022) (.023) (.022) (.034) (.034) (.017) (.034)
______ ______ ______ ______ ______ ______ _______
Net asset value, end of period................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
====== ====== ====== ====== ====== ====== =======
TOTAL INVESTMENT RETURN .......................... 3.02%(2) 2.27% 2.23% 3.46% 3.44% 3.29%(2) 3.46%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......... .20%(2) .20% .20% .20% .20% .20%(2) .20%
Ratio of net investment income to average
net assets......... 2.71%(2) 2.20% 2.18% 3.42% 3.33% 3.28%(2) 3.40%
Decrease reflected in above expense
ratios due to undertaking by
The Dreyfus Corporation....................... .37%(2) .18% .06% ._ ._ ._ ._
Net Assets, end of period (000's omitted)........ $76,830 $116,527 $82,755 $101,309 $132,370 $132,686 $195,662
____________________________
(1) From November 4, 1991 (commencement of operations) to July 31, 1992.
(2) Annualized.
* The Fund changed its fiscal year end from July 31 to January 31.
The information provided is from August 1,1996 through January
31, 1997.
</TABLE>
[Page 7]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Institutional Shares. 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 for
Institutional Shares of the Fund refers to the income generated by an
investment in Institutional Shares of 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 Institutional
Shares of 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. A Fund's yield and effective yield for Institutional
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management, and Dreyfus New York Municipal Cash Management (collectively, the
"Tax Exempt Funds"), tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate (in the case of
Dreyfus New York Municipal Cash Management, typically the highest combined
Federal, New York State and New York City personal income tax rates), would
be equivalent to a stated yield or effective yield calculated as described
above.
Yield information is useful in reviewing the performance of a Fund's
Institutional Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, 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 Fund shares, including data from Lipper Analytical
Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund Reporttrademark,
IBC's Rated Money Fund Reporttrademark, Morningstar, Inc. and other industry
publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING SHARES OF THE FUND 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 investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a 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.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to 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 Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, which are rated in one of the two highest rating
categories for debt obligations by at least
[Page 8]
two nationally recognized statistical rating organizations (or one rating
organization if the instrument was rated by only one such organization) or,
if unrated, are of comparable quality as determined in accordance with
procedures established by the Board. Moreover, Dreyfus Cash Management and
Dreyfus Cash Management Plus will purchase only instruments so rated in the
highest rating category or, if unrated, of comparable quality as determined
in accordance with procedures established by the Fund's Board. The nationally
recognized statistical rating organizations currently rating instruments of
the type Dreyfus Cash Management, Dreyfus Cash Management Plus, and each Tax
Exempt Fund may purchase are Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit Rating Co.,
Fitch IBCA, Inc. ("Fitch") and Thomson BankWatch, Inc., and their rating
criteria are described in the applicable "Appendix" to the Statement of
Additional Information. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information. There can be no assurance that a Fund
will be able to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix_Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks, foreign subsidiaries or foreign branches of domestic banks, domestic
and foreign branches of foreign banks and thrift institutions, repurchase
agreements, asset-backed securities, and high quality domestic and foreign
commercial paper and other short-term corporate obligations, including those
with floating or variable rates of interest. See "Appendix_Certain Portfolio
Securities." In addition, the Fund may lend portfolio securities and enter
into reverse repurchase agreements. See "Appendix _ Investment Techniques."
During normal market conditions, the Fund will invest at least 25% of its
total assets in bank obligations. See "Investment Considerations and Risks"
below.
DREYFUS GOVERNMENT CASH MANAGEMENT _ The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix_Investment
Techniques_Lending Portfolio Securities."
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT _ The Fund invests only in
securities issued or guaranteed as to principal and interest by the U.S.
Government or its agencies or instrumentalities. See "Appendix_Certain
Portfolio Securities." In addition, the Fund may lend its portfolio
securities. See "Appendix _ Investment Techniques _ Lending Portfolio
Securities." The Fund does not invest in repurchase agreements or any other
type of money market instrument or security.
DREYFUS TREASURY CASH MANAGEMENT _ The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix_Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS _ The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in 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
[Page 9]
by or on behalf of public authorities. Municipal Obligations bear fixed,
floating or variable rates of interest. See "Appendix_Certain Portfolio
Securities."
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 may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix_Certain Portfolio Securities_Taxable Investments."
DREYFUS TAX EXEMPT CASH MANAGEMENT _ The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that 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.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations, which are subject to New York State and New York City
income taxes, and in Taxable Investments. See "Investment Considerations and
Risks _ Investing in New York Municipal Obligations" below, "Dividends,
Distributions and Taxes" and "Appendix _ Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each of these Funds' investments are concentrated in the
banking industry, the Fund will have correspondingly greater exposure to the
risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. Each of these Funds, however, will seek to
minimize its exposure to such risks by investing only in debt securities
which are determined to be of the highest quality.
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
_ Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in securities
issued by other foreign subsidiaries or foreign branches of domestic banks,
domestic
[Page 10]
and foreign branches of foreign banks, and commercial paper issued by foreign
issuers. Accordingly, the Fund may be subject to additional investment risks
with respect to such securities that are different in some respects from
those incurred by a fund which invests only in debt obligations of U.S.
domestic issuers. Such risks include possible future political and economic
developments, seizure or nationalization of foreign deposits, imposition of
foreign withholding taxes on interest income payable on the securities,
establishment of exchange controls, or adoption of other foreign governmental
restrictions which might adversely affect the payment of principal and
interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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.
As a result, each of these Funds may be subject to greater risk as compared
to a fund that does not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds 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
either of these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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 Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Investors should consider carefully the special risks inherent
in investing principally in New York Municipal Obligations. These risks
result from the financial condition of New York State, certain of its public
bodies and municipalities, and New York City. Beginning in early 1975, New
York State, New York City and other State entities faced serious financial
difficulties which jeopardized the credit standing and impaired the borrowing
abilities of such entities and contributed to high interest rates on, and
lower market prices for, debt obligations issued by them. A recurrence of
such financial difficulties or a failure of certain financial recovery
programs could result in defaults or declines in the market values of various
New York Municipal Obligations in which the Fund may invest. If there should
be a default or other financial crisis relating to New York State, New York
City, a State or City agency, or a State municipality, the market value and
marketability of outstanding New York Municipal Obligations in the Fund's
portfolio and the interest income to the Fund could be adversely affected.
Moreover, the national recession and the significant slowdown in the New York
and regional economies in the early 1990's added substantial uncertainty to
estimates of the State's tax revenues, which, in part, caused the State to
incur cash-basis operating deficits in the General Fund and issue deficit
notes during the fiscal periods 1989 through 1992. New York State's financial
operations have improved, however, during recent fiscal years. For its fiscal
years 1993 through 1997, the State recorded balanced budgets on a cash basis,
with positive fund balances in the General Fund. New York State ended its
1996-97 fiscal year on March 31, 1997 in balance on a cash basis, with a cash
surplus in the General Fund of approximately $1.4 billion. There can be no
assurance that the State will not face substantial potential budget gaps in
future years. Investors should obtain and review a copy of the Statement of
Additional Information which more fully sets forth these and other risk
factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ The
classification of this Fund as a "non-diversified" investment company means
that the proportion of the Fund's assets that may be
[Page 11]
invested in the securities of a single issuer is not limited by the 1940 Act.
A "diversified" investment company is required by the 1940 Act generally,
with respect to 75% of its total assets, to invest not more than 5% of such
assets in the securities of a single issuer. Since a relatively high
percentage of the Fund's assets may be invested in the obligations of a
limited number of issuers, the Fund's investments may be more sensitive to
changes in the market value of a single issuer. However, to meet Federal tax
requirements, at the close of each quarter the Fund may not have more than
25% of its total assets invested in any one issuer and, with respect to 50%
of total assets, not more than 5% of its total assets invested in any one
issuer. These limitations do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a 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.
Year 2000 Risks _ Like other mutual funds, financial and business
organizations and individuals around the world, each Fund could be adversely
affected if the computer systems used by The Dreyfus Corporation and the
Fund's other service providers do not properly process and calculate
date-related information and data from and after January 1, 2000. This is
commonly known as the "Year 2000 Problem." The Dreyfus Corporation is taking
steps to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain assurances that comparable steps are being taken
by the Funds' other major service providers. At this time, however, there can
be no assurance that these steps will be sufficient to avoid any adverse
impact on the Funds.
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of April 30, 1998, The Dreyfus Corporation managed
or administered approximately $108 billion in assets for approximately 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs, under separate Management Agreements
related to each Fund, subject to the authority of the Board in accordance
with applicable law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$328 billion in assets as of March 31, 1998, including approximately $113
billion in proprietary mutual fund assets. As of March 31, 1998, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.666 trillion in
assets, including approximately $67 billion in mutual fund assets.
For the fiscal year ended January 31, 1998, each Fund (except
Dreyfus Government Prime Cash Management, which has not completed its first
fiscal year), paid The Dreyfus Corporation a monthly management fee at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets.
As to each Fund's Institutional Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all 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 management fee payable by the Fund
monthly at the annual rate of .20 of 1% of the value of the Fund's average
daily net assets. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered
[Page 12]
by The Dreyfus Corporation as factors in the selection of
broker-dealers to execute portfolio transactions for a Fund. See "Portfolio
Transactions" in the Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian (the "Custodian").
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Institutional 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 to purchase Institutional Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") may
impose certain conditions on their clients which are different from those
described in this Prospectus and, to the extent permitted by applicable
regulatory authority, may charge their clients fees in connection with
purchases of Institutional Shares for the accounts of their clients. Service
Agents may receive different levels of compensation for selling different
classes of shares. Investors should consult their Service Agents in this
regard.
Institutional Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. To place an order by telephone or to determine whether
their automated facilities are compatible with the Fund's, investors should
call one of the telephone numbers listed under "General Information" in this
Prospectus.
Institutional 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 Custodian or
other entity authorized to receive orders on behalf of the Fund. 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. Net asset value per share of each class of shares
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 Statement of Additional Information.
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 Account Application for
further
[Page 13]
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").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY
CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT (as indicated) _
Each of these Funds' net asset value per share is determined twice daily: (i)
as of 5:00 p.m., New York time, and (ii) as of 8:00 p.m., New York time, on
each day the New York Stock Exchange or, as to Dreyfus Cash Management and
Dreyfus Cash Management Plus only, the New York Stock Exchange or the
Transfer Agent, is open for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will become effective at the price determined at 5:00 p.m., New York time, on
that day. Shares so purchased will receive the dividend declared on that day.
As to each Fund except Dreyfus Government Prime Cash Management and
Dreyfus Treasury Prime Cash Management, orders placed with Dreyfus
Institutional Services Division in New York after 12:00 Noon, New York time,
but prior to 5:00 p.m., New York time, and payments for which are received in
or converted into Federal Funds by the Custodian by 6:00 p.m., New York time,
also will become effective at the price determined at 5:00 p.m., New York
time, on that day. Shares so purchased will receive the dividend declared on
that day.
As to Dreyfus Government Prime Cash Management and Dreyfus Treasury
Prime Cash Management only, orders placed with Dreyfus Institutional Services
Division in New York after 12:00 Noon, New York time, but prior to 3:00 p.m.,
New York time, and payments for which are received in or converted into
Federal Funds by the Custodian by 6:00 p.m., New York time, also will become
effective at the price determined at 5:00 p.m., New York time, on that day.
Shares so purchased will receive the dividend declared on that day. Orders
for shares placed between 3:00 p.m. and 5:00 p.m., New York time, will not be
accepted and executed, and notice of the purchase order being rejected will
be given to the institution placing the order and any funds received will be
returned promptly to the sending institution.
Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders in proper form effected between 5:00 p.m. and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
become effective on the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ Each of these Funds' net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will be effective at the price determined at 12:00 Noon, New York time, on
that day. Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders in proper form effected between 12:00 Noon and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
become effective on the following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Institutional
Shares of a Fund, Institutional Shares of any other Fund or of Dreyfus
Institutional Short Term Treasury Fund, which has different investment
objectives and management policies 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: Telephone Exchange
Privilege, Redemption by Wire or Telephone, Redemption Through Compatible
Automated Facilities, and the dividend/capital gain distribution option
selected by the investor.
[Page 14]
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Before any
exchange into Dreyfus Institutional Short Term Treasury Fund, the investor
must obtain and should review a copy of the Fund's current prospectus, which
may be obtained by calling one of the telephone numbers listed under "General
Information" in this Prospectus. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form. No
fees currently are charged investors directly in connection with exchanges,
although each Fund reserves the right, upon not less than 60 days' written
notice, to charge investors a nominal administrative fee in accordance with
rules promulgated by the Securities and Exchange Commission. Each Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Institutional Shares and purchase
shares of another class of a Fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.
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 Institutional Shares of a Fund, in Institutional
Shares of any other Fund or of Dreyfus Institutional Short Term Treasury
Fund, if the investor is a shareholder in such fund. 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 mailing written notification to Dreyfus Institutional Services
Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New
York 11556-0144. Each Fund may charge a service fee for the use of this
Privilege. No such fee currently is contemplated. For more information
concerning this Privilege or to obtain a Dreyfus Auto-Exchange Authorization
Form, please call one of the telephone numbers listed under "General
Information." See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Institutional Shares at any
time and the shares will be redeemed at the next determined net asset value.
None of the Funds imposes a charge when Institutional Shares are
redeemed. Service Agents or other institutions may charge their clients a 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 respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Institutional Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division or other entity authorized to receive orders on behalf of the Fund,
of a redemption request in proper form, except as provided by the rules of
the Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY
CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT _ If a
redemption request is received in proper form, and transmitted to the
Custodian by 5:00 p.m., 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. A redemption request effected through an automated interface or
trading system after 5:00 p.m., New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend 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. A redemption request in proper form effected between 5:00
p.m. and 8:00 p.m., New York time, by a means other than an automated
interface or trading system will not be effective until the following
business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ If a redemption request is
received in proper form, and transmitted to the Custodian 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
[Page 15]
that day. A redemption request effected through an automated interface or
trading system after 12:00 Noon, New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend 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. A redemption request in proper form effected between 12:00
Noon and 8:00 p.m., New York time, by a means other than an automated
interface or trading system will not be effective until the following
business day.
PROCEDURES
Investors may redeem Institutional Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent 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 to be genuine. Each Fund will require the Transfer Agent 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, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will 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 Fund or its designated agents by
telephone to request a redemption or exchange of Institutional Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Institutional Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Institutional Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each 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 a Fund. The
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 AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming Institutional Shares in this manner.
SHAREHOLDER SERVICES PLAN
Each Fund has a Shareholder Services Plan for its Institutional
Shares, pursuant to which the Fund may pay Dreyfus Service Corporation an
amount not to exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets attributable to Institutional Shares for certain
allocated expenses of providing personal services to, and/or maintaining
accounts of, holders of Institutional Shares. 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.
The Dreyfus Corporation, and not the Fund, currently reimburses Dreyfus
Service Corporation for any such allocated expenses with respect to
Institutional Shares. See "Management of the Funds."
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on
each day the New York Stock Exchange or the Transfer Agent, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus only, or the New York Stock
Exchange, as to each other Fund, is open for business. Institutional Shares
begin earning income dividends on the day the purchase order is effective.
Each Fund's earnings for Saturdays, Sundays and holidays are declared as
dividends on the prior business day. Dividends usually are paid on the last
calendar day of each month, and are automatically reinvested in additional
Institutional Shares at net asset value or, at the investor's option, paid in
cash. If an investor redeems all Institutional 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. An omnibus accountholder
may indicate in a partial redemption request that a portion of any accrued
dividends to which such account is entitled belongs to
[Page 16]
an underlying accountholder who has redeemed all shares in his or
her account, and such portion of the accrued dividends will be paid to the
accountholder 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 Code, in all events in a manner
consistent with the provisions of the 1940 Act. No Fund will 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
Institutional Shares at net asset value. All expenses are accrued daily and
deducted before declaration of dividends to investors. Dividends paid by each
class of shares will be calculated at the same time and in the same manner
and will be in the same amount, except that the expenses attributable solely
to a class will be borne exclusively by such class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund derived from net
investment income, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are taxable
as ordinary income, whether received in cash or reinvested in additional Fund
shares, if the beneficial holder of shares is a citizen or resident of the
United States. No dividend paid by a 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, if any, generally are
taxable as long-term capital gains for Federal income tax purposes regardless
of how long the owner of the Fund shares has held the shares and whether such
distributions are received in cash or reinvested in additional Fund shares if
the owner of Fund shares is a citizen or resident of the United States. The
Code provides that an individual generally will be taxed on his or her net
capital gain at a maximum rate of 28% with respect to capital gain from
securities held for more than one year but not more than 18 months and at a
maximum rate of 20% with respect to capital gain from securities held for
more than 18 months. 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.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to certain state and local taxes.
Although all or a substantial portion of the dividends paid by each Tax
Exempt Fund may be excluded by the beneficial holders of Fund shares from
their gross income for Federal income tax purposes, each Tax Exempt Fund may
purchase specified private activity bonds, the interest from which may be (i)
a preference item for purposes of the alternative minimum tax, or (ii) a
factor in determining the extent to which the Social Security benefits of a
beneficial holder of Fund shares are taxable. If a Tax Exempt 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 of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Government Prime Cash Management, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management derived from net investment income
attributable to interest from direct obligations of the United States
currently are not subject to state personal income tax. Dividends paid by
these Funds may be subject to state and local corporate income and/or
franchise taxes. In addition, in certain jurisdictions, Fund shareholders may
be subject to state and local taxes with respect to ownership of Fund shares
or distributions from the Fund. Each of these Funds intends to provide
shareholders with a statement which sets forth the percentage of dividends
paid by the Fund which are attributable to interest income from direct
obligations of the United States.
Municipalities may invest their surplus funds, including funds
which are subject to arbitrage rebate requirements of Section 148 of the
Code, in Dreyfus Government Prime Cash Management. Section 115(1) of the Code
provides, in part, that gross income does not include income derived from the
exercise of any essential governmental function and accruing to a state,
territory, or political subdivision thereof. To the extent that investments
in the Fund are made in connection with such functions, states and their
political subdivisions will not be subject to federal taxation on income or
gains derived from an investment in the Fund. The Fund does not meet
currently defined exceptions to the arbitrage rebate requirements, and a
portion or all of the earnings distributed by the Fund may be required to be
paid over to the U.S. Treasury as rebatable arbitrage earnings in accordance
with the provisions of the Code.
[Page 17]
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes 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 a 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. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt 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.
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.
Federal regulations generally require each 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
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, IRS individual taxpayer
identification 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 believes that each Fund (except Dreyfus Government Prime
Cash Management, which has not completed a fiscal period) has qualified for
the fiscal year ended January 31, 1998 as a "regulated investment company"
under the Code. It is expected that Dreyfus Government Prime Cash Management
will qualify as a "regulated investment company" under the Code so long as
such qualification is in the best interests of shareholders. Each Fund
intends to continue to so qualify if such qualification is in the best
interests of its shareholders. Qualification as a regulated investment
company 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. Each Fund is subject to a nondeductible 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
Dreyfus Government Cash Management and Dreyfus Government Prime
Cash Management are separate series of Dreyfus Government Cash Management
Funds (the "Company"), an open-end management investment company. Each other
Fund is a separate open-end, management investment company. Dreyfus Cash
Management, the Company, and Dreyfus Tax Exempt Cash Management were
incorporated under Maryland law on December 6, 1984, February 1, 1984, and
January 27, 1984, respectively, and commenced operations in March 1985. On May
22, 1987, each was reorganized as an unincorporated business trust under the
laws of the Commonwealth of
[Page 18]
Massachusetts. Previously, the Company's name was Dreyfus
Government Cash Management. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management and
Dreyfus Treasury Prime Cash Management were organized as unincorporated
business trusts under the laws of the Commonwealth of Massachusetts pursuant
to separate Agreements and Declarations of Trust, and commenced operations on
November 4, 1991, October 15, 1990, September 4, 1986, and December 27, 1988,
respectively. Each of these Funds is authorized to issue an unlimited number
of shares of beneficial interest, par value $.001 per share.
Dreyfus Cash Management Plus was incorporated under Maryland law on
August 12, 1987, commenced operations on October 6, 1987, and is authorized
to issue 15 billion shares of common stock, par value $.001 per share.
Each Fund's shares are classified into four 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.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, the holders of at least 10% of the
shares outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board member from
office. Fund shareholders may remove a Board member by the affirmative vote
of a majority, in the case of Dreyfus Cash Management Plus, or two-thirds, in
the case of each other Fund, of the Fund's outstanding voting shares. In
addition, the Fund's Board will call a meeting of shareholders for the
purpose of electing Board members if, at any time less than a majority of the
Board members then holding office have been elected by shareholders.
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS _ The Company is a "series fund,"
which is a mutual fund divided into separate portfolios, each of which is
treated as a separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to be a
shareholder of any other portfolio. To date, the Company's Board has
authorized the creation of two series of shares _ Dreyfus Government Cash
Management and Dreyfus Government Prime Cash Management. All consideration
received by the Company for shares of one of the portfolios and all assets in
which such consideration is invested will belong to that portfolio (subject
only to the rights of creditors of the Company) and will be subject to the
liabilities related thereto. The income attributable to, and the expenses of,
one portfolio are treated separately from those of the other portfolio. The
Company has the ability to create, from time to time, new series without
shareholder approval.
ALL FUNDS _ 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 a 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 Institutional Shares should call
such institution directly.
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, each Fund's Board
believes that such laws should not preclude a bank from 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 a 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 a 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
Funds do not expect that their respective shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
[Page 19]
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. The Board members with respect to each Fund have considered
this factor in approving the use of this combined Prospectus.
[Page 20]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its 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 value of a Fund's total assets, the Fund will not make any additional
investments. In addition, Dreyfus Cash Management Plus may borrow for
investment purposes on a secured basis through entering into reverse
repurchase agreements as described below.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS, DREYFUS
GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH MANAGEMENT) _
Each of these Funds may lend securities from its portfolio to brokers,
dealers and other financial institutions needing to borrow securities to
complete certain transactions. Each Fund continues to be entitled to payments
in amounts equal to the interest or other distributions payable on the loaned
securities which affords the Fund an opportunity to earn interest on the
amount of the loan and on the loaned securities' collateral. Loans of
portfolio securities may not exceed 331\3% (20% as to Dreyfus Government Cash
Management) of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or, as to Dreyfus Government Cash Management and Dreyfus
Government Prime Cash Management, U.S. Treasury securities, which will be
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. Such loans are terminable by a Fund at
any time upon specified notice. Each Fund might experience risk of loss if
the institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) _ Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities 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. The Fund will set aside in a segregated account permissible liquid
assets at least equal at all times to the amount of the commitment.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT) _ Each of these Funds may invest in U.S. Treasury securities
which include Treasury Bills, Treasury Notes, and Treasury Bonds that differ
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.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT) _ Each of these Funds, in addition to U.S. Treasury securities,
may invest in securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities. Some obligations issued or guaranteed by U.S.
Government agencies and instrumentalities
[Page 21]
are supported by the full faith and credit of the U.S. Treasury;
others by the right of the issuer to borrow from the Treasury; others by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently 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.
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds _ Investment
Considerations and Risks _ Foreign Securities."
Certificates of deposit are negotiable certificates evidencing 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.
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 the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are 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, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. 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,
plus accrued interest. 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.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the
[Page 22]
assets backing the securities and in certain cases, supported by letters of
credit, surety bonds or other forms of credit or liquidity enhancements. The
value of these asset-backed securities also may be affected by the
creditworthiness of the servicing agent for the pool of assets, the
originator of the loans or receivables or the financial institutions
providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
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 that 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.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. 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 plus accrued interest. 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.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, 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.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Each of these Funds 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
[Page 23]
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. These Funds will acquire
stand-by commitments solely to facilitate portfolio liquidity and none of
these Funds intends to exercise its rights thereunder for trading purposes.
These Funds 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.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
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-1 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. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. 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, with respect to
Dreyfus Tax Exempt Cash Management, in Municipal Obligations the interest of
which gives rise to a preference item for the purpose of the alternative
minimum tax. If a Fund purchases 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,
none of these Funds anticipates that more than 5% of the value of its total
assets will be invested in any one category of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A 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 24]
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[Page 25]
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[Page 26]
Copy Rights 1998 Dreyfus Service Corporation CMGT/p0698ist
Prospectus
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Government Prime
Cash Management
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
Institutional Shares
Dreyfus
______________________________________________________________________________
COMBINED PROSPECTUS JUNE 1, 1998
DREYFUS CASH MANAGEMENT FUNDS
ADMINISTRATIVE SHARES
______________________________________________________________________________
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS
TREASURY CASH MANAGEMENT, DREYFUS TREASURY PRIME CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (EACH, A "FUND") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH MANAGEMENT
PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL
INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK CITY INCOME
TAXES.
EACH 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, EACH FUND IS OFFERING ADMINISTRATIVE SHARES.
ADMINISTRATIVE SHARES BEAR 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 ADMINISTRATIVE SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY EACH FUND PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS, WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO, EACH WITH OPERATIONS
AND RESULTS WHICH ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED
PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO PROVIDE INVESTORS
THE OPPORTUNITY TO CONSIDER NINE INVESTMENT CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED JUNE 1, 1998, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
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.
______________________________________________________________________________
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.
______________________________________________________________________________
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses................................. 3
Condensed Financial Information................................ 4
Yield Information.............................................. 7
Description of the Funds....................................... 7
Management of the Funds........................................ 11
How to Buy Shares.............................................. 11
Shareholder Services........................................... 13
How to Redeem Shares........................................... 13
Service Plan................................................... 14
Dividends, Distributions and Taxes............................. 15
General Information............................................ 16
Appendix....................................................... 18
[Page 2]
<TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
ADMINISTRATIVE
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .10%
Total Fund Operating Expenses.............................................. .30%
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:
ADMINISTRATIVE
SHARES
1 YEAR....................................... $ 3
3 YEARS...................................... $10
5 YEARS ..................................... $17
10 YEARS..................................... $38
</TABLE>
______________________________________________________________________________
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, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
______________________________________________________________________________
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Administrative
Shares, the payment of which will reduce investors' annual return. As to each
Fund's Administrative Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all 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 value
of the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .10 of 1% of the value of the
Fund's average daily net assets attributable to Administrative Shares.
Institutions and certain Service Agents (as defined below) effecting
transactions in Administrative 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 Funds,"
"How to Buy Shares" and "Service Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund accompany the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first reporting period) is per share
operating performance data for an Administrative Share outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from the
relevant Fund's financial statements.
<TABLE>
DREYFUS CASH MANAGEMENT
_______________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
___________________ _________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
__-__ ____-
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .010 .053
__-__ ____-
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.010) (.053)
__-__ ____-
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 5.22%(2) 5.48%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .30%(2) .30%
Ratio of net investment income to average net assets........................... 3.74%(2) 5.37%
Net Assets, end of period...................................................... $100 $2,045,000
_____________________
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS CASH MANAGEMENT PLUS
_______________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
___________________ _________________-
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
__-__ ____-
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .010 .054
__-__ ____-
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.010) (.054)
__-__ ____-
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 5.22%(2) 5.54%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .30%(2) .30%
Ratio of net investment income to average net assets........................... 4.99%(2) 5.40%
Net Assets, end of period (000's omitted)...................................... $199 $26,093
_____________________
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
[Page 4]
DREYFUS GOVERNMENT CASH MANAGEMENT
_______________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
___________________ _________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
__-__ ____-
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .010 .053
__-__ ____-
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.010) (.053)
__-__ ____-
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 5.17%(2) 5.44%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .30%(2) .30%
Ratio of net investment income to average net assets........................... 5.15%(2) 5.31%
Net Assets, end of period (000's omitted)...................................... $36,899 $235,973
_____________________
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
_______________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
___________________ _________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
__-__ ____-
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .010 .052
__-__ ____-
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.010) (.052)
__-__ ____-
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 5.07%(2) 5.32%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .30%(2) .30%
Ratio of net investment income to average net assets........................... 4.25%(2) 5.20%
Net Assets, end of period...................................................... $100 $100
_____________________
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY PRIME CASH MANAGEMENT
_______________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
___________________ _________________-
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
__-__ ____-
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .010 .051
__-__ ____-
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.010) (.051)
__-__ ____-
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 4.97%(2) 5.19%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .30%(2) .30%
Ratio of net investment income to average net assets........................... 4.91%(2) 5.10%
Net Assets, end of period...................................................... $100 $6,625,000
_____________________
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
[Page 5]
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
_________________________________________________________
Period Ended One Month Ended Year Ended
December 31, 1996(1) January 31, 1997* January 31, 1998
_____________________ __________________ ________-_______
<S> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period.............................. $1.00 $1.00 $1.00
_____ __-__ ____-
INVESTMENT OPERATIONS:
Investment income-net............................................. .004 .003 .034
_____ __-__ ____-
DISTRIBUTIONS:
Dividends from investment income-net.............................. (.004) (.003) (.034)
_____ __-__ ____-
Net asset value, end of period.................................... $1.00 $1.00 $1.00
===== ===== =====
TOTAL INVESTMENT RETURN............................................. 3.38%(2) 3.30%(2) 3.49%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................... .30%(2) .30%(2) .30%
Ratio of net investment income to average net assets.............. 3.73%(2) 3.64%(2) 3.53%
Net Assets, end of period......................................... $100 $100 $100
_____________________
(1) From November 21, 1996 (commencement of initial offering) to December
31, 1996.
(2) Annualized.
* The Fund changed its fiscal year end from December 31 to January 31. The
information provided is from January 1, 1997 through January 31, 1997.
</TABLE>
<TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
_______________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
___________________ _________________-
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
__-__ ____-
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .006 .033
__-__ ____-
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.006) (.033)
__-__ ____-
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 3.24%(2) 3.39%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .30%(2) .30%
Ratio of net investment income to average net assets........................... 3.54%(2) 3.35%
Net Assets, end of period...................................................... $100 $688,000
_____________________
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS NEW YORK MUNICIPAL
CASH MANAGEMENT
_______________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
___________________ _________________-
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
__-__ ____-
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .006 .033
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.006) (.033)
__-__ ____-
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 3.24%(2) 3.35%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .30%(2) .30%
Ratio of net investment income to average net assets........................... 3.24%(2) 3.30%
Net Assets, end of period...................................................... $100 $100
_____________________
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
[Page 6]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Administrative Shares. 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 for
Administrative Shares of the Fund refers to the income generated by an
investment in Administrative Shares of 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
Administrative Shares of 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. A Fund's yield and effective yield for
Administrative Shares may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus New York Municipal Cash Management
(collectively, the "Tax Exempt Funds"), tax equivalent yield is calculated by
determining the pre-tax yield which, after being taxed at a stated rate (in
the case of Dreyfus New York Municipal Cash Management, typically the highest
combined Federal, New York State and New York City personal income tax
rates), would be equivalent to a stated yield or effective yield calculated as
described above.
Yield information is useful in reviewing the performance of a
Fund's Administrative Shares, but because yields will fluctuate, under
certain conditions such information may not provide a basis for comparison
with domestic bank deposits, 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 Fund shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, IBC's Rated Money Fund Reporttrademark, Morningstar, Inc.
and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING SHARES OF THE FUND 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 investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a 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.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to 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 Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, 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 by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
will purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance
[Page 7]
with procedures established by the Fund's Board. The nationally recognized
statistical rating organizations currently rating instruments of the type
Dreyfus Cash Management, Dreyfus Cash Management Plus, and each Tax Exempt
Fund may purchase are Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's Ratings Group ("S&P"), Duff & Phelps Credit Rating Co., Fitch IBCA,
Inc. ("Fitch") and Thomson BankWatch, Inc., and their rating criteria are
described in the applicable "Appendix" to the Statement of Additional
Information. For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the Statement of
Additional Information. There can be no assurance that a Fund will be able to
maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix_Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks, foreign subsidiaries or foreign branches of domestic banks, domestic
and foreign branches of foreign banks and thrift institutions, repurchase
agreements, asset-backed securities, and high quality domestic and foreign
commercial paper and other short-term corporate obligations, including those
with floating or variable rates of interest. See "Appendix _ Certain
Portfolio Securities." In addition, the Fund may lend portfolio securities
and enter into reverse repurchase agreements. See "Appendix _ Investment
Techniques." During normal market conditions, the Fund will invest at least
25% of its total assets in bank obligations. See "Investment Considerations
and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT _ The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix_Investment
Techniques_Lending Portfolio Securities."
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT _ The Fund invests only in
securities issued or guaranteed as to principal and interest by the U.S.
Government or its agencies or instrumentalities. See "Appendix_Certain
Portfolio Securities." In addition, the Fund may lend its portfolio
securities. See "Appendix_Investment Techniques _Lending Portfolio
Securities." The Fund does not invest in repurchase agreements or any other
type of money market instrument or security.
DREYFUS TREASURY CASH MANAGEMENT _ The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix_Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS _ The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in 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 bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
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.
[Page 8]
The Fund may invest without limitation in such Municipal Obligations
if The Dreyfus Corporation determines that their purchase is consistent with
the Fund's investment objective.
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix_Certain Portfolio Securities_Taxable Investments."
DREYFUS TAX EXEMPT CASH MANAGEMENT _ The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that 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.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations and, therefore, may
be subject to Federal, New York State and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which are subject to New York State and New York City
income taxes, and in Taxable Investments. See "Investment Considerations and
Risks _ Investing in New York Municipal Obligations" below, "Dividends,
Distributions and Taxes" and "Appendix _ Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each of these Funds' investments are concentrated in the
banking industry, the Fund will have correspondingly greater exposure to the
risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. Each of these Funds, however, will seek to
minimize its exposure to such risks by investing only in debt securities
which are determined to be of the highest quality.
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
_ Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in securities
issued by foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper issued
by foreign issuers. Accordingly, the Fund may be subject to additional
investment risks with respect to such securities that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. Such risks include possible future political and
economic developments, seizure or nationalization of foreign deposits,
imposition of foreign withholding taxes on interest income payable on the
securities, establishment of exchange controls, or adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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.
As a result, each of these Funds may be subject to greater risk as compared
to a fund that does not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds 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
[Page 9]
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
either of these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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 Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Investors should consider carefully the special risks inherent
in investing principally in New York Municipal Obligations. These risks
result from the financial condition of New York State, certain of its public
bodies and municipalities, and New York City. Beginning in early 1975, New
York State, New York City and other State entities faced serious financial
difficulties which jeopardized the credit standing and impaired the borrowing
abilities of such entities and contributed to high interest rates on, and
lower market prices for, debt obligations issued by them. A recurrence of
such financial difficulties or a failure of certain financial recovery
programs could result in defaults or declines in the market values of various
New York Municipal Obligations in which the Fund may invest. If there should
be a default or other financial crisis relating to New York State, New York
City, a State or City agency, or a State municipality, the market value and
marketability of outstanding New York Municipal Obligations in the Fund's
portfolio and the interest income to the Fund could be adversely affected.
Moreover, the national recession and the significant slowdown in the New York
and regional economies in the early 1990's added substantial uncertainty to
estimates of the State's tax revenues, which, in part, caused the State to
incur cash-basis operating deficits in the General Fund and issue deficit
notes during the fiscal periods 1989 through 1992. New York State's financial
operations have improved, however, during recent fiscal years. For its fiscal
years 1993 through 1997, the State recorded balanced budgets on a cash basis,
with positive fund balances in the General Fund. New York State ended its
1996-97 fiscal year on March 31, 1997 in balance on a cash basis, with a cash
surplus in the General Fund of approximately $1.4 billion. There can be no
assurance that the State will not face substantial potential budget gaps in
future years. Investors should obtain and review a copy of the Statement of
Additional Information which more fully sets forth these and other risk
factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the 1940 Act. A "diversified" investment company is required by
the 1940 Act generally, with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested in the
obligations of a limited number of issuers, the Fund's investments may be
more sensitive to changes in the market value of a single issuer. However, to
meet Federal tax requirements, at the close of each quarter the Fund may not
have more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a 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.
Year 2000 Risks _ Like other mutual funds, financial and business
organizations and individuals around the world, each Fund could be adversely
affected if the computer systems used by The Dreyfus Corporation and the
Fund's other service providers do not properly process and calculate
date-related information and data from and after January 1, 2000. This is
commonly known as the "Year 2000 Problem." The Dreyfus Corporation is taking
steps to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain assurances that comparable steps are being taken
by the Funds' other major service providers. At this time, however, there can
be no assurance that these steps will be sufficient to avoid any adverse
impact on the Funds.
[Page 10]
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of April 30, 1998, The Dreyfus Corporation managed
or administered approximately $108 billion in assets for approximately 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under separate Management Agreements
related to each Fund, subject to the authority of the Board in accordance
with applicable law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$328 billion in assets as of March 31, 1998, including approximately $113
billion in proprietary mutual fund assets. As of March 31, 1998, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.666 trillion in
assets, including approximately $67 billion in mutual fund assets.
For the fiscal year ended January 31, 1998, each Fund (except
Dreyfus Government Prime Cash Management, which has not completed its first
fiscal year), paid The Dreyfus Corporation a monthly management fee at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets.
As to each Fund's Administrative Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all 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
borne by the Fund: (i)the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .10 of 1% of the value of the Fund's average daily net assets attributable
to Administrative Shares. No Fund will reimburse The Dreyfus Corporation for
any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian (the "Custodian").
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Administrative 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.
[Page 11]
The minimum initial investment to purchase Administrative Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") may
impose certain conditions on their clients which are different from those
described in this Prospectus and, to the extent permitted by applicable
regulatory authority, may charge their clients fees in connection with
purchases of Administrative Shares for the accounts of their clients. Service
Agents may receive different levels of compensation for selling different
classes of shares. Investors should consult their Service Agents in this
regard.
Administrative Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. To place an order by telephone or to determine whether
their automated facilities are compatible with the Fund's, investors should
call one of the telephone numbers listed under "General Information" in this
Prospectus.
Administrative 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 Custodian or
other entity authorized to receive orders on behalf of the Fund. 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. Net asset value per share of each class of shares
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 Statement of Additional Information.
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 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").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY
CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT (as indicated) _
Each of these Funds' net asset value per share is determined twice daily: (i)
as of 5:00 p.m., New York time, and (ii) as of 8:00 p.m., New York time, on
each day the New York Stock Exchange or, as to Dreyfus Cash Management and
Dreyfus Cash Management Plus, the New York Stock Exchange or the Transfer
Agent, is open for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will become effective at the price determined at 5:00 p.m., New York time, on
that day. Shares so purchased will receive the dividend declared on that day.
As to each Fund, except Dreyfus Government Prime Cash Management
and Dreyfus Treasury Prime Cash Management, orders placed with Dreyfus
Institutional Services Division in New York after 12:00 Noon, New York time,
but prior to 5:00 p.m., New York time, and payments for which are received in
or converted into Federal Funds by the Custodian by 6:00 p.m., New York time,
also will become effective at the price determined at 5:00 p.m., New York
time, on that day. Shares so purchased will receive the dividend declared on
that day.
As to Dreyfus Government Prime Cash Management and Dreyfus Treasury
Prime Cash Management only, orders placed with Dreyfus Institutional Services
Division in New York after 12:00 Noon, New York time, but prior to 3:00 p.m.,
New York time, and payments for which are received in or converted into
Federal Funds by the Custodian by 6:00 p.m., New York time, also will become
effective at the price determined at 5:00 p.m., New York time, on that day.
Shares so purchased will receive the dividend declared on that day. Orders
for shares placed between 3:00 p.m. and 5:00 p.m., New York time, will not be
accepted and executed, and notice of the purchase order being rejected will
be given to the institution placing the order and any funds received will be
returned promptly to the sending institution.
Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
[Page 12]
Orders in proper form effected between 5:00 p.m. and 8:00 p.m., New
York time, by a means other than an automated interface or trading system
will become effective on the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ Each of these Funds' net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will be effective at the price determined at 12:00 Noon, New York time, on
that day. Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders in proper form effected between 12:00 Noon and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
become effective on the following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Administrative
Shares of a Fund, Administrative Shares of any other Fund. 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: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Automated
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Shares will
be exchanged at the net asset value next determined after receipt of an
exchange request in proper form. No fees currently are charged investors
directly in connection with exchanges, although each Fund reserves the right,
upon not less than 60 days' written notice, to charge investors a nominal
administrative fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Administrative Shares and purchase
shares of another class of a Fund should contact Dreyfus Institutional
Services Division by calling one of the telephone numbers listed under
"General Information" in this Prospectus, and should obtain and review a copy
of the current prospectus for the relevant share class which the investor
wishes to purchase.
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 Administrative Shares of a Fund, in Administrative
Shares of any other Fund if the investor is a shareholder in such Fund. 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 mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call one of the telephone numbers listed under
"General Information." See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Administrative Shares at any
time and the shares will be redeemed at the next determined net asset value.
None of the Funds imposes a charge when Administrative Shares are
redeemed. Service Agents or other institutions may charge their clients a 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 respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Administrative
Shares redeemed within seven days after receipt by Dreyfus Institutional
Services Division or other entity authorized to receive orders on behalf of
the Fund of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
[Page 13]
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY
CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT _ If a
redemption request is received in proper form, and transmitted to the
Custodian by 5:00 p.m., 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. A redemption request effected through an automated interface or
trading system after 5:00 p.m., New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend 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. A redemption request in proper form effected between 5:00
p.m. and 8:00 p.m., New York time, by a means other than an automated
interface or trading system will not be effective until the following
business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ If a redemption request is
received in proper form, and transmitted to the Custodian 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. A redemption
request effected through an automated interface or trading system after 12:00
Noon, New York time, but prior to 8:00 p.m., New York time, will be effective
on that day, the shares will receive the dividend 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. A redemption request
in proper form effected between 12:00 Noon and 8:00 p.m., New York time, by a
means other than an automated interface or trading system will not be
effective until the following business day.
PROCEDURES
Investors may redeem Administrative Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent 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 to be genuine. Each Fund will require the Transfer Agent 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, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will 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 Fund or its designated agents by
telephone to request a redemption or exchange of Administrative Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Administrative Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Administrative Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each 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 a Fund. The
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 AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming Administrative Shares in this manner.
SERVICE PLAN
Each Fund has adopted a Service Plan pursuant to Rule 12b-1 under
the 1940 Act for its Administrative Shares. Under each Service Plan, the Fund
(a) reimburses the Distributor for distributing Administrative Shares and (b)
pays The Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, and any affiliate of either of them
(collectively, "Dreyfus") for advertising and marketing Administrative Shares
and for providing certain services relating to shareholder accounts for
Administrative Shares, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts ("Servicing"), at an aggregate annual
rate of .10 of 1% of the value of the Fund's average daily net assets
attributable to Administrative Shares. Each of the Distributor and Dreyfus
may pay one or more Service Agents a fee in respect of the Fund's
Administrative Shares owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and
[Page 14]
Dreyfus determines the amounts, if any, to be paid to Service
Agents under the Service Plan and the basis on which such payments are made.
Generally, the Service Agent will provide holders of Administrative Shares a
consolidated statement. The fee payable for Servicing is intended to be a
"service fee" as defined under the Conduct Rules of the National Association
of Securities Dealers, Inc. The fees payable under the Service Plan are
payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on
each day the New York Stock Exchange or the Transfer Agent, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus, or the New York Stock
Exchange only, as to each other Fund, is open for business. Administrative
Shares begin earning income dividends on the day the purchase order is
effective. Each Fund's earnings for Saturdays, Sundays and holidays are
declared as dividends on the prior business day. Dividends usually are paid
on the last calendar day of each month, and are automatically reinvested in
additional Administrative Shares at net asset value or, at the investor's
option, paid in cash. If an investor redeems all Administrative 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. An omnibus
accountholder may indicate in a partial redemption request that a portion of
any accrued dividends to which such account is entitled belongs to an
underlying accountholder who has redeemed all shares in his or her account,
and such portion of the accrued dividends will be paid to the accountholder
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 Code, in all events in a manner consistent
with the provisions of the 1940 Act. No Fund will 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 Administrative Shares at
net asset value. All expenses are accrued daily and deducted before
declaration of dividends to investors. Dividends paid by each class of shares
will be calculated at the same time and in the same manner and will be in the
same amount, except that the expenses attributable solely to a class will be
borne exclusively by such class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund derived from net
investment income, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are taxable
as ordinary income, whether received in cash or reinvested in shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
dividend paid by a 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, if any, generally are taxable as
long-term capital gains for Federal income tax purposes regardless of how
long the owner of the Fund shares has held the shares and whether such
distributions are received in cash or reinvested in additional Fund shares if
the owner of Fund shares is a citizen or resident of the United States. The
Code provides that an individual generally will be taxed on his or her net
capital gain at a maximum rate of 28% with respect to capital gain from
securities held for more than one year but not more than 18 months and at a
maximum rate of 20% with respect to capital gain from securities held for
more than 18 months. 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.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income taxes and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to state and local taxes. Although all
or a substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt 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 of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Government Prime Cash Management, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management derived from net investment income
attributable to interest from direct obligations of the United States
currently are not subject to state personal income tax. Dividends paid by
these Funds may be subject to state and local corporate income and/or
franchise taxes. In addition, in certain jurisdictions, Fund shareholders may
be subject to state and local taxes with respect to
[Page 15]
ownership of Fund shares or distributions from the Fund. Each of
these Funds intends to provide shareholders with a statement which sets forth
the percentage of dividends paid by the Fund which are attributable to
interest income from direct obligations of the United States.
Municipalities may invest their surplus funds, including funds
which are subject to arbitrage rebate requirements of Section 148 of the
Code, in Dreyfus Government Prime Cash Management. Section 115(1) of the Code
provides, in part, that gross income does not include income derived from the
exercise of any essential governmental function and accruing to a state,
territory, or political subdivision thereof. To the extent that investments
in the Fund are made in connection with such functions, states and their
political subdivisions will not be subject to federal taxation on income or
gains derived from an investment in the Fund. The Fund does not meet
currently defined exceptions to the arbitrage rebate requirements, and a
portion or all of the earnings distributed by the Fund may be required to be
paid over to the U.S. Treasury as rebatable arbitrage earnings in accordance
with the provisions of the Code.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes 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 a 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. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt 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.
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.
Federal regulations generally require each 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
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, IRS individual taxpayer
identification 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 believes that each Fund (except Dreyfus Government Prime
Cash Management, which has not completed its first fiscal year) has qualified
for the fiscal year ended January 31, 1998 as a "regulated investment
company" under the Code. It is expected that Dreyfus Government Prime Cash
Management will qualify as a "regulated investment company" under the Code so
long as such qualification is in the best interests of its shareholders. Each
Fund intends to continue to so qualify if such qualification is in the best
interests of its shareholders. Qualification as a regulated investment
company 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. Each Fund is subject to a nondeductible 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
Dreyfus Government Cash Management and Dreyfus Government Prime
Cash Management are separate series of Dreyfus Government Cash Management
Funds (the "Company"), an open-end management investment company. Each other
Fund is a separate open-end management investment company. Dreyfus Cash
Management, the
[Page 16]
Company, and Dreyfus Tax Exempt Cash Management were incorporated
under Maryland law on December 6, 1984, February 1, 1984, and January 27,
1984, respectively, and commenced operations in March 1985. On May 22, 1987,
each of these Funds was reorganized as an unincorporated business trust under
the laws of the Commonwealth of Massachusetts. Previously, the Company's name
was Dreyfus Government Cash Management. Dreyfus New York Municipal Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash
Management, and Dreyfus Treasury Prime Cash Management were organized as
unincorporated business trusts under the laws of the Commonwealth of
Massachusetts pursuant to separate Agreements and Declarations of Trust and
commenced operations on November 4, 1991, October 15, 1990, September 4,
1986, and December 27, 1988, respectively. Each of these Funds is authorized
to issue an unlimited number of shares of beneficial interest, par value
$.001 per share.
Dreyfus Cash Management Plus was incorporated under Maryland law on
August 12, 1987, commenced operations on October 6, 1987, and is authorized
to issue 15 billion shares of common stock, par value $.001 per share.
Each Fund's shares are classified into four 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 Administrative Shares, however, will be entitled to
vote on matters submitted to shareholders pertaining to the Service Plan.
Unless otherwise required by the 1940 Act, ordinarily it will not
be necessary for the Funds to hold annual meetings of shareholders. As a
result, Fund shareholders may not consider each year the election of Board
members or the appointment of auditors. However, the holders of at least 10%
of the shares outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board member from
office. Fund shareholders may remove a Board member by the affirmative vote
of a majority, in the case of Dreyfus Cash Management Plus, or two-thirds, in
the case of each other Fund, of the Fund's outstanding voting shares. In
addition, the Fund's Board will call a meeting of shareholders for the
purpose of electing Board members if, at any time less than a majority of the
Board members then holding office have been elected by shareholders.
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS _ The Company is a "series fund,"
which is a mutual fund divided into separate portfolios, each of which is
treated as a separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to be a
shareholder of any other portfolio. To date, the Company's Board has
authorized the creation of two series of shares _- Dreyfus Government Cash
Management and Dreyfus Government Prime Cash Management. All consideration
received by the Company for shares of one of the portfolios and all assets in
which such consideration is invested will belong to that portfolio (subject
only to the rights of creditors of the Company) and will be subject to the
liabilities related thereto. The income attributable to, and the expenses of,
one portfolio are treated separately from those of the other portfolio. The
Company has the ability to create, from time to time, new series without
shareholder approval.
ALL FUNDS _ 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 a 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 Administrative Shares should call
such institution directly.
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, each Fund's Board
believes that such laws should not preclude a bank from 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 a 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 a 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
Funds do not expect that their respective shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this combined Prospectus.
[Page 17]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its 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 value of a Fund's total assets, the Fund will not make any additional
investments. In addition, Dreyfus Cash Management Plus may borrow for
investment purposes on a secured basis through entering into reverse
repurchase agreements as described below.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS, DREYFUS
GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH MANAGEMENT) _
Each of these Funds may lend securities from its portfolio to brokers,
dealers and other financial institutions needing to borrow securities to
complete certain transactions. Each Fund continues to be entitled to payments
in amounts equal to the interest or other distributions payable on the loaned
securities which affords the Fund an opportunity to earn interest on the
amount of the loan and on the loaned securities' collateral. Loans of
portfolio securities may not exceed 331\3% (20% as to Dreyfus Government Cash
Management) of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or, as to Dreyfus Government Cash Management and Dreyfus
Government Prime Cash Management, U.S. Treasury securities, which will be
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. Such loans are terminable by a Fund at
any time upon specified notice. Each Fund might experience risk of loss if
the institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) _ Each of these Funds may purchase its portfolio
securities securities on a forward commitment or when-issued basis, which
means that delivery and payment take place a number of days after the date of
the commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such s
ecurities 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. The Fund will set aside in a segregated account permissible liquid
assets at least equal at all times to the amount of the commitment.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT) _ Each of these Funds may invest in U.S. Treasury securities
which include Treasury Bills, Treasury Notes and Treasury Bonds that differ
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.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT) _ Each of these Funds, in addition to U.S. Treasury securities,
may invest in securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities. Some obligations issued or guaranteed by U.S.
Government agencies and instrumentalities are supported by the full faith and
credit of the U.S. Treasury; others by the right of the issuer to borrow from
the Treasury; others by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others
only by the credit of the agency or instrumentality. These securities bear
fixed, floating or variable rates of interest. While the U.S. Government
currently provides financial support to such U.S.
[Page 18]
Government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so, since it is not so obligated by law.
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds _ Investment
Considerations and Risks _ Foreign Securities."
Certificates of deposit are negotiable certificates evidencing 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.
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 the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are 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, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. 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,
plus accrued interest. 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.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institutions providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
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
[Page 19]
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 that 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.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. 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 plus accrued interest. 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.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, 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.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Each of these Funds 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. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds 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.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
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-1 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. See "Certain
Portfolio Securities" above and "Investment
[Page 20]
Objective and Management Policies _ Portfolio Securities" in the Statement of
Additional Information for more information on Taxable Investments. 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, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If the Fund purchases 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, none of these Funds anticipates
that more than 5% of the value of its total assets will be invested in any
one category of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A 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 21]
[This Page Intentionally Left Blank]
[Page 22]
Copy Rights 1998 Dreyfus Service Corporation CMGT/p0698adm
Prospectus
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Government Prime
Cash Management
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
Administrative Shares
Dreyfus
______________________________________________________________________________
COMBINED PROSPECTUS JUNE 1, 1998
DREYFUS CASH MANAGEMENT FUNDS
INVESTOR SHARES
______________________________________________________________________________
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS
TREASURY CASH MANAGEMENT, DREYFUS TREASURY PRIME CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (EACH, A "FUND') ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH MANAGEMENT
PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL
INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK CITY INCOME
TAXES.
EACH 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, EACH FUND IS OFFERING INVESTOR SHARES. INVESTOR
SHARES BEAR 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 INVESTOR SHARES AT ANY TIME WITHOUT CHARGE OR
PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE OFFERED BY EACH FUND
PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE
IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES
BORNE BY EACH CLASS, WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO
OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE
ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO, EACH WITH OPERATIONS
AND RESULTS WHICH ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED
PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO PROVIDE INVESTORS
THE OPPORTUNITY TO CONSIDER NINE INVESTMENT CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED JUNE 1, 1998, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
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.
______________________________________________________________________________
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.
______________________________________________________________________________
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses................................... 3
Condensed Financial Information.................................. 4
Yield Information................................................ 7
Description of the Funds......................................... 7
Management of the Funds.......................................... 10
How to Buy Shares................................................ 11
Shareholder Services............................................. 13
How to Redeem Shares............................................. 13
Service Plan..................................................... 14
Dividends, Distributions and Taxes............................... 15
General Information.............................................. 16
Appendix......................................................... 18
<TABLE>
[Page 2]
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
INVESTOR
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .25%
Total Fund Operating Expenses.............................................. .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:
INVESTOR
SHARES
1 YEAR....................................... $ 5
3 YEARS...................................... $14
5 YEARS ..................................... $25
10 YEARS..................................... $57
</TABLE>
______________________________________________________________________________
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, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
______________________________________________________________________________
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Investor Shares,
the payment of which will reduce investors' annual return. As to each Fund's
Investor Shares, unless The Dreyfus Corporation gives Fund investors at least
90 days' notice to the contrary, The Dreyfus Corporation, and not the Fund,
will be liable for all 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 value of the Fund's
average daily net assets and (ii) payments made pursuant to the Fund's
Service Plan at the annual rate of .25 of 1% of the value of the Fund's
average daily net assets attributable to Investor Shares. Institutions and
certain Service Agents (as defined below) effecting transactions in Investor
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 Funds," "How to Buy Shares" and
"Service Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, report of independent auditors for each Fund accompany the Statement
of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first reporting period) is per share
operating performance data for an Investor Share outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from the
relevant Fund's financial statements.
<TABLE>
DREYFUS CASH MANAGEMENT
______________________________-________________________
YEAR ENDED JANUARY 31,
_______________________________________________________
1994(1) 1995 1996 1997 1998
_____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period.................... $1.00 $1.00 $1.00 $1.00 $1.00
_____ _____ _____ _____ _____
INVESTMENT OPERATIONS:
Investment income-net................................... .002 .040 .056 .050 .052
_____ _____ _____ _____ _____
DISTRIBUTIONS:
Dividends from investment income-net.................... (.002) (.040) (.056) (.050) (.052)
_____ _____ _____ _____ _____
Net asset value, end of period.......................... $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN................................... 2.82%(2) 4.03% 5.76% 5.13% 5.31%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................. .45%(2) .45% .45% .45% .45%
Ratio of net investment income to average net assets.... 2.83%(2) 3.94% 5.54% 5.02% 5.18%
Net Assets, end of period (000's omitted)............... $52,272 $85,334 $430,302 $580,582 $464,494
______________________
(1) From January 10, 1994 (commencement of initial offering) to January
31, 1994.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS CASH MANAGEMENT PLUS
________________________________________________________
FOUR MONTHS
ENDED YEAR ENDED
YEAR ENDED SEPTEMBER 30, JANUARY 31, JANUARY 31,
______________________________ ___________ ___________
1994(1) 1995 1996 1997* 1998
_____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................ $1.00 $1.00 $1.00 $1.00 $1.00
_____ _____ _____ _____ _____
Investment Operations:
Investment income-net........................................... .025 .055 .052 .017 .053
_____ _____ _____ _____ _____
Distributions:
Dividends from investment income-net............................ (.025) (.055) (.052) (.017) (.053)
_____ _____ _____ _____ _____
Net asset value, end of period.................................. $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN........................................... 3.61%(2) 5.61% 5.33% 5.10%(2) 5.38%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets......................... .45%(2) .45% .45% .45%(2) .45%
Ratio of net investment income to average net assets............ 4.00%(2) 5.66% 5.19% 5.07%(2) 5.25%
Net Assets, end of period (000's omitted)....................... $6,087 $352,499 $629,251 $781,920 $750,452
_________________
(1) From January 24, 1994 (commencement of initial offering) to September
30, 1994.
(2) Annualized.
* The Fund changed its fiscal year end from September 30 to January 31.
The information provided is from October 1,1996 through January 31, 1997.
</TABLE>
<TABLE>
[Page 4]
DREYFUS GOVERNMENT CASH MANAGEMENT
______________________________-________________________
YEAR ENDED JANUARY 31,
_______________________________________________________
1994(1) 1995 1996 1997 1998
_____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period.................... $1.00 $1.00 $1.00 $1.00 $1.00
_____ _____ _____ _____ _____
INVESTMENT OPERATIONS:
Investment income-net................................... .002 .039 .056 .050 .052
_____ _____ _____ _____ _____
DISTRIBUTIONS:
Dividends from investment income-net.................... (.002) (.039) (.056) (.050) (.052)
_____ _____ _____ _____ _____
Net asset value, end of period.......................... $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN................................... 2.82%(2) 3.95% 5.75% 5.12% 5.28%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................. .45%(2) .45% .45% .45% .45%
Ratio of net investment income to average net assets.... 2.83%(2) 4.22% 5.49% 5.01% 5.16%
Net Assets, end of period (000's omitted)............... $15,097 $39,704 $451,665 $547,460 $779,157
___________________
(1) From January 10, 1994 (commencement of initial offering) to January
31, 1994.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
________________________________________________________
SIX MONTHS
ENDED YEAR ENDED
YEAR ENDED JULY 31, JANUARY 31, JANUARY 31,
______________________________ __________ ___________
1994(1) 1995 1996 1997* 1998
_____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................ $1.00 $1.00 $1.00 $1.00 $1.00
_____ _____ _____ _____ _____
Investment Operations:
Investment income_net .......................................... .018 .050 .051 .025 .051
_____ _____ _____ _____ _____
Distributions:
Dividends from investment income-net............................ (.018) (.050) (.051) (.025) (.051)
_____ _____ _____ _____ _____
Net asset value, end of period.................................. $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN........................................... 3.22%(2) 5.08% 5.25% 4.96%(2) 5.17%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets......................... .45%(2) .45% .45% .45%(2) .45%
Ratio of net investment income to average net assets............ 3.33%(2) 5.24% 5.05% 4.89%(2) 5.07%
Net Assets, end of period (000's omitted)....................... $20,610 $39,047 $237,566 $330,415 $597,099
___________________
(1) From January 10, 1994 (commencement of initial offering) to July
31, 1994.
(2) Annualized.
* The Fund changed its fiscal year end from July 31 to January 31. The
information provided is from August 1,1996 through January 31, 1997.
</TABLE>
<TABLE>
DREYFUS TREASURY PRIME CASH MANAGEMENT
________________________________________________________
ELEVEN MONTHS
ENDED YEAR ENDED
YEAR ENDED FEBRUARY 28/29, JANUARY 31, JANUARY 31,
______________________________ __________ ___________
1994(1) 1995 1996 1997* 1998
_____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................ $1.00 $1.00 $1.00 $1.00 $1.00
_____ _____ _____ _____ _____
Investment Operations:
Investment income-net........................................... .004 .041 .053 .044 .049
_____ _____ _____ _____ _____
Distributions:
Dividends from investment income-net............................ (.004) (.041) (.053) (.044) (.049)
_____ _____ _____ _____ _____
Net asset value, end of period.................................. $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN........................................... 2.77%(2) 4.13% 5.39% 4.88%(2) 5.03%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets......................... .45%(2) .45% .45% .45%(2) .45%
Ratio of net investment income to average net assets............ 2.78%(2) 4.26% 5.21% 4.80%(2) 4.91%
Net Assets, end of period (000's omitted)....................... $53,916 $122,524 $255,618 $358,018 $303,623
_______________________
(1) From January 10, 1994 (commencement of initial offering) to February
28, 1994.
(2) Annualized.
* The Fund changed its fiscal year end from the last day of February to
January 31. The information provided is from March 1,1996 through
January 31, 1997.
</TABLE>
[Page 5]
<TABLE>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
____________________________________
ONE MONTH
ENDED YEAR ENDED
YEAR ENDED DECEMBER 31, JANUARY 31,JANUARY 31,
________________
1993(1) 1994 1995 1996 1997* 1998
______ _____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period.............. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ _____ _____ _____ _____ _____
INVESTMENT OPERATIONS:
Investment income-net............................ .005 .025 .035 .031 .003 .033
______ _____ _____ _____ _____ _____
DISTRIBUTIONS:
Dividends from investment income-net............. (.005) (.025) (.035) (.031) (.003) (.033)
______ _____ _____ _____ _____ _____
Net asset value, end of period.................. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN............................ 2.12%(2) 2.51% 3.60% 3.18% 3.18%(2) 3.34%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......... .45%(2) .45% .45% .45% .45%(2) .45%
Ratio of net investment income to
average net assets................................ 2.14%(2) 2.43% 3.51% 3.14% 3.13%(2) 3.26%
Net Assets, end of period (000's omitted)......... $1 $1,410 $22,817 $45,828 $66,672 $47,113
________________________
(1) From September 30, 1993 (commencement of initial offering) to December
31, 1993.
(2) Annualized.
* The Fund changed its fiscal year end from December 31 to January 31.
The information provided is from January 1, 1997 through January 31,
1997.
</TABLE>
<TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
________________________________________________________
YEAR ENDED JANUARY 31,
_______________________________________________________-
1994(1) 1995 1996 1997 1998
_____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period.................... $1.00 $1.00 $1.00 $1.00 $1.00
_____ _____ _____ _____ _____
INVESTMENT OPERATIONS:
Investment income-net................................... .001 .025 .034 .030 .032
_____ _____ _____ _____ _____
DISTRIBUTIONS:
Dividends from investment income-net.................... (.001) (.025) (.034) (.030) (.032)
_____ _____ _____ _____ _____
Net asset value, end of period.......................... $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN................................... 1.83%(2) 2.57% 3.46% 3.05% 3.24%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................. .45%(2) .45% .45% .45% .45%
Ratio of net investment income to average net assets.... 1.87%(2) 2.74% 3.39% 2.98% 3.22%
Net Assets, end of period (000's omitted)............... $1 $47,427 $79,813 $44,431 $149,119
___________________
(1) From January 10, 1994 (commencement of initial offering) to January
31, 1994.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
________________________________________________________
SIX MONTHS
ENDED YEAR ENDED
YEAR ENDED JULY 31, JANUARY 31, JANUARY 31,
______________________________ __________ _________
1994(1) 1995 1996 1997* 1998
_____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................ $1.00 $1.00 $1.00 $1.00 $1.00
_____ _____ _____ _____ _____
Investment Operations:
Investment income_net .......................................... .011 .032 .031 .015 .032
_____ _____ _____ _____ _____
Distributions:
Dividends from investment income-net............................ (.011) (.032) .031 (.015) (.032)
_____ _____ _____ _____ _____
Net asset value, end of period.................................. $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN .......................................... 2.02%(2) 3.20% 3.18% 3.04%(2) 3.20%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets......................... .45%(2) .45% .45% .45%(2) .45%
Ratio of net investment income to average net assets ........... 2.12%(2) 2.81% 3.09% 3.03%(2) 3.17%
Net Assets, end of period (000's omitted)...................... $53,324 $6,023 $14,317 $8,398 $13,041
________________________________________
(1) From January 18, 1994 (commencement of initial offering) to July 31,
1994.
(2) Annualized.
* The Fund changed its fiscal year end from July 31 to January 31. The
information provided is from August 1, 1996 through January 31, 1997.
</TABLE>
[Page 6]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Investor Shares. 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 for Investor Shares of
the Fund refers to the income generated by an investment in Investor Shares
of 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 Investor Shares of 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. A Fund's
yield and effective yield for Investor Shares may reflect absorbed expenses
pursuant to any undertaking that may be in effect. See "Management of the
Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management, and Dreyfus New York Municipal Cash Management (collectively, the
"Tax Exempt Funds"), tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate (in the case of
Dreyfus New York Municipal Cash Management, typically the highest combined
Federal, New York State and New York City personal income tax rates), would
be equivalent to a stated yield or effective yield calculated as described
above.
Yield information is useful in reviewing the performance of a Fund's
Investor Shares, but because yields will fluctuate, under certain conditions
such information may not provide a basis for comparison with domestic bank
deposits, 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 Fund shares, including data from Lipper Analytical
Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund Reporttrademark,
IBC's Rated Money Fund Reporttrademark, Morningstar, Inc. and other industry
publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING SHARES OF THE FUND 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 investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a 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.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to 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 Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, 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 by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
will purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Fund's Board. The nationally recognized statistical rating
organizations currently rating instruments of the type Dreyfus Cash
Management, Dreyfus Cash Management Plus, and each Tax
[Page 7]
Exempt Fund may purchase are Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit Rating Co.,
Fitch IBCA, Inc. ("Fitch") and Thomson BankWatch, Inc., and their rating
criteria are described in the applicable "Appendix" to the Statement of
Additional Information. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information. There can be no assurance that a Fund
will be able to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix_Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks, foreign subsidiaries or foreign branches of domestic banks, domestic
and foreign branches of foreign banks and thrift institutions, repurchase
agreements, asset-backed securities, and high quality domestic and foreign
commercial paper and other short-term corporate obligations, including those
with floating or variable rates of interest. See "Appendix_Certain Portfolio
Securities." In addition, the Fund may lend portfolio securities and enter
into reverse repurchase agreements. See "Appendix _ Investment Techniques."
During normal market conditions, the Fund will invest at least 25% of its
total assets in bank obligations. See "Investment Considerations and Risks"
below.
DREYFUS GOVERNMENT CASH MANAGEMENT _ The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix_Investment
Techniques_Lending Portfolio Securities."
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT _ The Fund invests only in
securities issued or guaranteed as to principal and interest by the U.S.
Government or its agencies or instrumentalities. See "Appendix_Certain
Portfolio Securities." In addition, the Fund may lend its portfolio
securities. See "Appendix _ Investment Techniques _ Lending Portfolio
Securities." The Fund does not invest in repurchase agreements or any other
type of money market instrument or security.
DREYFUS TREASURY CASH MANAGEMENT _ The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix_Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS _ The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in 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 bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
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 may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
[Page 8]
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix_Certain Portfolio Securities_Taxable Investments."
DREYFUS TAX EXEMPT CASH MANAGEMENT _ The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that 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.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State and New York City income taxes (collectively, "New York Municipal
Obligations").The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which are subject to New York State and New York City
income taxes, and in Taxable Investments. See "Investment Considerations and
Risks _ Investing in New York Municipal Obligations" below, "Dividends,
Distributions and Taxes" and "Appendix _ Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each of these Funds' investments are concentrated in the
banking industry, the Fund will have correspondingly greater exposure to the
risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. Each of these Funds, however, will seek to
minimize its exposure to such risks by investing only in debt securities
which are determined to be of the highest quality.
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
_ Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in securities
issued by other foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper issued
by foreign issuers. Accordingly, the Fund may be subject to additional
investment risks with respect to such securities that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. Such risks include possible future political and
economic developments, seizure or nationalization of foreign deposits,
imposition of foreign withholding taxes on interest income payable on the
securities, establishment of exchange controls, or adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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.
As a result, each of these Funds may be subject to greater risk as compared
to a fund that does not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds 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.
[Page 9]
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
either of these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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 Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Investors should consider carefully the special risks inherent
in investing principally in New York Municipal Obligations. These risks
result from the financial condition of New York State, certain of its public
bodies and municipalities, and New York City. Beginning in early 1975, New
York State, New York City and other State entities faced serious financial
difficulties which jeopardized the credit standing and impaired the borrowing
abilities of such entities and contributed to high interest rates on, and
lower market prices for, debt obligations issued by them. A recurrence of
such financial difficulties or a failure of certain financial recovery
programs could result in defaults or declines in the market values of various
New York Municipal Obligations in which the Fund may invest. If there should
be a default or other financial crisis relating to New York State, New York
City, a State or City agency, or a State municipality, the market value and
marketability of outstanding New York Municipal Obligations in the Fund's
portfolio and the interest income to the Fund could be adversely affected.
Moreover, the national recession and the significant slowdown in the New York
and regional economies in the early 1990's added substantial uncertainty to
estimates of the State's tax revenues, which, in part, caused the State to
incur cash-basis operating deficits in the General Fund and issue deficit
notes during the fiscal periods 1989 through 1992. New York State's financial
operations have improved, however, during recent fiscal years. For its fiscal
years 1993 through 1997, the State recorded balanced budgets on a cash basis,
with positive fund balances in the General Fund. New York State ended its
1996-97 fiscal year on March 31, 1997 in balance on a cash basis, with a cash
surplus in the General Fund of approximately $1.4 billion. There can be no
assurance that the State will not face substantial potential budget gaps in
future years. Investors should obtain and review a copy of the Statement of
Additional Information which more fully sets forth these and other risk
factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the 1940 Act. A "diversified" investment company is required by
the 1940 Act generally, with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested in the
obligations of a limited number of issuers, the Fund's investments may be
more sensitive to changes in the market value of a single issuer. However, to
meet Federal tax requirements, at the close of each quarter the Fund may not
have more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a 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.
Year 2000 Risks _ Like other mutual funds, financial and business
organizations and individuals around the world, each Fund could be adversely
affected if the computer systems used by The Dreyfus Corporation and the
Fund's other service providers do not properly process and calculate
date-related information and data from and after January 1, 2000. This is
commonly known as the "Year 2000 Problem." The Dreyfus Corporation is taking
steps to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain assurances that comparable steps are being taken
by the Funds' other major service providers. At this time, however, there can
be no assurance that these steps will be sufficient to avoid any adverse
impact on the Funds.
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary
[Page 10]
of Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon
Bank Corporation ("Mellon"). As of April 30, 1998, The Dreyfus Corporation
managed or administered approximately $108 billion in assets for
approximately 1.7 million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under separate Management Agreements
related to each Fund, subject to the authority of the Board in accordance
with applicable law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$328 billion in assets as of March 31, 1998, including approximately $113
billion in proprietary mutual fund assets. As of March 31 1998, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.666 trillion in
assets, including approximately $67 billion in mutual fund assets.
For the fiscal year ended January 31, 1998, each Fund (except Dreyfus
Government Prime Cash Management, which has not completed its first fiscal
year), paid The Dreyfus Corporation a monthly management fee at the annual
rate of .20 of 1% of the value of the Fund's average daily net assets.
As to each Fund's Investor Shares, unless The Dreyfus Corporation
gives Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all 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 borne by the Fund:
(i)the management fee payable by the Fund monthly at the annual rate of .20
of 1% of the value of the Fund's average daily net assets and (ii) payments
made pursuant to the Fund's Service Plan at the annual rate of .25 of 1% of
the value of the Fund's average daily net assets attributable to Investor
Shares. No Fund will reimburse The Dreyfus Corporation for any amounts it may
bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian (the "Custodian").
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Investor 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 to purchase Investor Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds iden
[Page 11]
tified above. There is no minimum for subsequent purchases. The initial
investment must be accompanied by the Account Application. Share certificates
are issued only upon the investor's written request. No certificates are
issued for fractional shares. Each Fund reserves the right to reject any
purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") may
impose certain conditions on their clients which are different from those
described in this Prospectus and, to the extent permitted by applicable
regulatory authority, may charge their clients fees in connection with
purchases of Investor Shares for the accounts of their clients. Service
Agents may receive different levels of compensation for selling different
classes of shares. Investors should consult their Service Agents in this
regard.
Investor Shares may be purchased by wire, by telephone or through a
compatible automated interface or trading system. All payments should be made
in U.S. dollars and, to avoid fees and delays, should be drawn only on U.S.
banks. To place an order by telephone or to determine whether their automated
facilities are compatible with the Fund's, investors should call one of the
telephone numbers listed under "General Information" in this Prospectus.
Investor 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 Custodian or other
entity authorized to receive orders on behalf of the Fund. 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. Net asset value per share of each class of shares 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 Statement of Additional Information.
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 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").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY
CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT (as indicated) _
Each of these Funds' net asset value per share is determined twice daily: (i)
as of 5:00 p.m., New York time and (ii) as of 8:00 p.m. New York time, on
each day the New York Stock Exchange or, as to Dreyfus Cash Management and
Dreyfus Cash Management Plus only, the New York Stock Exchange or the
Transfer Agent, is open for business. Investors whose orders are placed, and
payments are received in or converted into Federal Funds by the Custodian by
12:00 Noon, New York time, will become effective at the price determined at
5:00 p.m., New York time, on that day. Shares so purchased will receive the
dividend declared on that day.
As to each Fund, except Dreyfus Government Prime Cash Management
and Dreyfus Treasury Prime Cash Management, orders placed with Dreyfus
Institutional Services Division in New York after 12:00 Noon, New York time,
but prior to 5:00 p.m., New York time, and payments for which are received in
or converted into Federal Funds by the Custodian by 6:00 p.m., New York time,
also will become effective at the price determined at 5:00 p.m., New York
time, on that day. Shares so purchased will receive the dividend declared on
that day.
As to Dreyfus Government Prime Cash Management and Dreyfus Treasury
Prime Cash Management only, orders placed with Dreyfus Institutional Services
Division in New York after 12:00 Noon, New York time, but prior to 3:00 p.m.,
New York time, and payments for which are received in or converted into
Federal Funds by the Custodian by 6:00 p.m., New York time, also will become
effective at the price determined at 5:00 p.m., New York time, on that day.
Shares so purchased will receive the dividend declared on that day. Orders
for shares placed between 3:00 p.m and 5:00 p.m., New York time, will not be
accepted and executed, and notice of the purchase order being rejected will
be given to the institution placing the order and any funds received will be
returned promptly to the sending institution.
Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders in proper form effected between 5:00 p.m. and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
become effective on the following business day.
[Page 12]
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ Each of these Funds' net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will be effective at the price determined at 12:00 Noon, New York time, on
that day. Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders effected in proper form between 12:00 Noon and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
become effective on the following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Investor Shares
of a Fund, Investor Shares of any other Fund or of Dreyfus Institutional
Short Term Treasury Fund, which has different investment objectives and
management policies 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: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Automated
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares _ Procedures." Before an
exchange into Dreyfus Institutional Short Term Treasury Fund, the investor
must obtain and should review a copy of the fund's current prospectus, which
may be obtained by calling one of the telephone numbers listed under "General
Information" in this Prospectus. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form. No
fees currently are charged investors directly in connection with exchanges,
although each Fund reserves the right, upon not less than 60 days' written
notice, to charge investors a nominal administrative fee in accordance with
rules promulgated by the Securities and Exchange Commission. Each Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Investor Shares and purchase shares
of another class of a Fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.
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 Investor Shares of a Fund, in Investor Shares of any
other Fund or of Dreyfus Institutional Short Term Treasury Fund, if the
investor is a shareholder in such fund. 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
mailing written notification to Dreyfus Institutional Services Division, EAB
Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York
11556-0144. Each Fund may charge a service fee for the use of this Privilege.
No such fee currently is contemplated. For more information concerning this
Privilege or to obtain a Dreyfus Auto-Exchange Authorization Form, please
call one of the telephone numbers listed under "General Information." See
"Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Investor Shares at any time and
the shares will be redeemed at the next determined net asset value.
None of the Funds imposes a charge when Investor Shares are redeemed.
Service Agents or other institutions may charge their clients a 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 respective Fund's then-current net asset value.
[Page 13]
Each Fund ordinarily will make payment for all Investor Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division or other entity authorized to receive orders on behalf of the Fund of
a redemption request in proper form, except as provided by the rules of the
Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY
CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT _ If a
redemption request is received in proper form, and transmitted to the
Custodian by 5:00 p.m., 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. A redemption request effected through an automated interface or
trading system after 5:00 p.m., New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend 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. A redemption request in proper form effected between 5:00
p.m. and 8:00 p.m., New York time, by a means other than an automated
interface or trading system will not be effective until the following
business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ If a redemption request is
received in proper form, and transmitted to the Custodian 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. A redemption
request effected through an automated interface or trading system after 12:00
Noon, New York time, but prior to 8:00 p.m., New York time, will be effective
on that day, the shares will receive the dividend 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. A redemption request
in proper form effected between 12:00 Noon and 8:00 p.m., New York time, by a
means other than an automated interface or trading system will not be
effective until the following business day.
Investors may redeem Investor Shares by wire or telephone, or through
a compatible automated interface or trading system, as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent 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 to be genuine. Each Fund will require the Transfer Agent 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, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will 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 Fund or its designated agents by
telephone to request a redemption or exchange of Investor Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Investor Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Investor Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each 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 a Fund. The
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 AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming Investor Shares in this manner.
SERVICE PLAN
Each Fund has adopted a Service Plan pursuant to Rule 12b-1 under the
1940 Act for its Investor Shares. Under each Service Plan, the Fund (a)
reimburses the Distributor for distributing Investor Shares and (b) pays The
Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned subsidiary of
The Dreyfus Corporation, and any affiliate of either of them (collectively,
"Dreyfus") for advertising and marketing Investor Shares and for providing
certain services relating to Investor Shares 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
[Page 14]
("Servicing"), at an aggregate annual rate of .25 of 1% of the value of the
Fund's average daily net assets attributable to Investor Shares. Each of the
Distributor and Dreyfus may pay one or more Service Agents a fee in respect
of the Fund's Investor Shares owned by shareholders with whom the Service
Agent has a Servicing relationship or for whom the Service Agent is the
dealer or holder of record. Each of the Distributor and Dreyfus determines
the amounts, if any, to be paid to Service Agents under the Service Plan and
the basis on which such payments are made. Generally, the Service Agent will
provide holders of Investor Shares a consolidated statement and checkwriting
privileges. The fee payable for Servicing is intended to be a "service fee"
as defined under the Conduct Rules of the National Association of Securities
Dealers, Inc. The fees payable under the Service Plan are payable without
regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash
Management and Dreyfus Cash Management Plus, or the New York Stock Exchange
only, as to each other Fund, is open for business. Investor Shares begin
earning income dividends on the day the purchase order is effective. Each
Fund's earnings for Saturdays, Sundays and holidays are declared as dividends
on the prior business day. Dividends usually are paid on the last calendar
day of each month, and are automatically reinvested in additional Investor
Shares at net asset value or, at the investor's option, paid in cash. If an
investor redeems all Investor 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. An omnibus accountholder may indicate in
a partial redemption request that a portion of any accrued dividends to which
such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, and such portion of the accrued
dividends will be paid to the accountholder along with the proceeds of the
redemption. Distributions from net realized securities gains, if any, generall
y 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 Code,
in all events in a manner consistent with the provisions of the 1940 Act. No
Fund will 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 Investor Shares at net asset value. All expenses are accrued
daily and deducted before declaration of dividends to investors. Dividends
paid by each class of shares will be calculated at the same time and in the
same manner and will be in the same amount, except that the expenses
attributable solely to a class will be borne exclusively by such class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund derived from net
investment income, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are taxable
as ordinary income, whether received in cash or reinvested in additional Fund
shares, if the beneficial holder of shares is a citizen or resident of the
United States. No dividend paid by a 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, if any, generally are
taxable as long-term capital gains for Federal income tax purposes regardless
of how long the owner of the Fund shares has held the shares and whether such
distributions are received in cash or reinvested in additional Fund shares if
the owner of Fund shares is a citizen or resident of the United States. The
Code provides that an individual generally will be taxed on his or her net
capital gain at a maximum rate of 28% with respect to capital gain from
securities held for more than one year but not more than 18 months and at a
maximum rate of 20% with respect to capital gain from securities held for
more than 18 months. 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.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Cash Management Plus and Dreyfus Tax Exempt Cash
Management may be subject to state and local taxes. Although all or a
substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt 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 of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Government Prime Cash Management, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management derived from net investment
[Page 15]
income attributable to interest from direct obligations of the United States
currently are not subject to state personal income tax. Dividends paid by
these Funds may be subject to state and local corporate income and/or
franchise taxes. In addition, in certain jurisdictions, Fund shareholders may
be subject to state and local taxes with respect to ownership of Fund shares
or distributions from the Fund. Each of these Funds intends to provide
shareholders with a statement which sets forth the percentage of dividends
paid by the Fund which are attributable to interest income from direct
obligations of the United States.
Municipalities may invest their surplus funds, including funds
which are subject to arbitrage rebate requirements of Section 148 of the
Code, in Dreyfus Government Prime Cash Management. Section 115(1) of the Code
provides, in part, that gross income does not include income derived from the
exercise of any essential governmental function and accruing to a state,
territory, or political subdivision thereof. To the extent that investments
in the Fund are made in connection with such functions, states and their
political subdivisions will not be subject to federal taxation on income or
gains derived from an investment in the Fund. The Fund does not meet
currently defined exceptions to the arbitrage rebate requirements, and a
portion or all of the earnings distributed by the Fund may be required to be
paid over to the U.S. Treasury as rebatable arbitrage earnings in accordance
with the provisions of the Code.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes 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 a 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. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt 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.
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.
Federal regulations generally require each 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
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, IRS individual taxpayer
identification 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 believes that each Fund (except Dreyfus Government Prime
Cash Management, which has not completed its first fiscal year) has qualified
for the fiscal year ended January 31, 1998, as a "regulated investment
company" under the Code. It is expected that Dreyfus Government Prime Cash
Management will qualify as a "regulated investment company" under the Code so
long as such qualification is in the best interests of shareholders. Each
Fund intends to continue to so qualify if such qualification is in the best
interests of its shareholders.Qualification as a regulated investment company
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. Each Fund is subject to a nondeductible 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
Dreyfus Government Cash Management and Dreyfus Government Prime Cash
Management are separate series of Dreyfus Government Cash Management Funds
(the "Company"), an open-end management investment company.
[Page 16]
Each other Fund is a separate open-end, management investment company.
Dreyfus Cash Management, the Company, and Dreyfus Tax Exempt Cash Management
were incorporated under Maryland law on December 6, 1984, February 1, 1984,
and January 27, 1984, respectively, and commenced operations in March 1985.
On May 22, 1987, each of these Funds was reorganized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts.
Previously, the Company's name was Dreyfus Government Cash Management.
Dreyfus New York Municipal Cash Management, Dreyfus Municipal Cash Management
Plus, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash
Management were organized as unincorporated business trusts under the laws of
the Commonwealth of Massachusetts pursuant to separate Agreements and
Declarations of Trust, and commenced operations on November 4, 1991, October
15, 1990, September 4, 1986, and December 27, 1988, respectively. Each of
these Funds is authorized to issue an unlimited number of shares of
beneficial interest, par value $.001 per share.
Dreyfus Cash Management Plus was incorporated under Maryland law on
August 12, 1987, commenced operations on October 6, 1987, and is authorized
to issue 15 billion shares of common stock, par value $.001 per share.
Each Fund's shares are classified into four 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 Investor Shares, however, will be entitled to vote on
matters submitted to shareholders pertaining to the Service Plan.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, the holders of at least 10% of the
shares outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board member from
office. Fund shareholders may remove a Board member by the affirmative vote
of a majority, in the case of Dreyfus Cash Management Plus, or two-thirds, in
the case of each other Fund, of the Fund's outstanding voting shares. In
addition, the Fund's Board will call a meeting of shareholders for the
purpose of electing Board members if, at any time less than a majority of the
Board members then holding office have been elected by shareholders.
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS _ The Company is a "series fund,"
which is a mutual fund divided into separate portfolios, each of which is
treated as a separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to be a
shareholder of any other portfolio. To date, the Company's Board has
authorized the creation of two series of shares _ Dreyfus Government Cash
Management and Dreyfus Government Prime Cash Management. All consideration
received by the Company for shares of one of the portfolios and all assets in
which such consideration is invested will belong to that portfolio (subject
only to the rights of creditors of the Company) and will be subject to the
liabilities related thereto. The income attributable to, and the expenses of,
one portfolio are treated separately from those of the other portfolio. The
Company has the ability to create, from time to time, new series without
shareholder approval.
ALL FUNDS _ 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 a 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 Investor Shares should call such
institution directly.
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, each Fund's Board
believes that such laws should not preclude a bank from 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 a 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 a 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
Funds do not expect that their respective shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this combined Prospectus.
[Page 17]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its 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 value of a Fund's total assets, the Fund will not make any additional
investments. In addition, Dreyfus Cash Management Plus may borrow for
investment purposes on a secured basis through entering into reverse
repurchase agreements as described below.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS, DREYFUS
GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH MANAGEMENT) _
Each of these Funds may lend securities from its portfolio to brokers,
dealers and other financial institutions needing to borrow securities to
complete certain transactions. Each Fund continues to be entitled to payments
in amounts equal to the interest or other distributions payable on the loaned
securities which affords the Fund an opportunity to earn interest on the
amount of the loan and on the loaned securities' collateral. Loans of
portfolio securities may not exceed 331\3% (20% as to Dreyfus Government Cash
Management) of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or, as to Dreyfus Government Cash Management and Dreyfus
Government Prime Cash Management, U.S. Treasury securities, which will be
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. Such loans are terminable by a Fund at
any time upon specified notice. Each Fund might experience risk of loss if
the institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) _ Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities 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. The Fund will set aside in a segregated account permissible liquid
assets at least equal at all times to the amount of the commitments.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT) _ Each of these Funds may invest in U.S. Treasury securities
which include Treasury Bills, Treasury Notes and Treasury Bonds that differ
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.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT) _ Each of these Funds, in addition to U.S. Treasury securities,
may invest in securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities. Some obligations issued or guaranteed by U.S.
Government agencies and instrumentalities are supported by the full faith and
credit of the U.S. Treasury; others by the right of the issuer to borrow from
the Treasury; others by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others
only by the credit of the agency or instrumentality. These securities bear
fixed, floating or variable rates of interest. While the U.S. Government
currently provides financial support to such U.S.
[Page 18]
Government-sponsored agencies or instrumentalities, no assurance can be given
that it will always do so, since it is not so obligated by law.
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds may enter into repurchase agreements with certain banks
or non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches (such
as London branches) of domestic banks, and domestic and foreign branches of
foreign banks, each Fund may be subject to additional investment risks that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. See "Description of the
Funds _ Investment Considerations and Risks _ Foreign Securities."
Certificates of deposit are negotiable certificates evidencing 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.
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 the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are 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, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. 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,
plus accrued interest. 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.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institutions providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
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
[Page 19]
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 that 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.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. 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 plus accrued interest. 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.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, 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.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Each of these Funds 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. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds 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.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
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-1 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
[Page 20]
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. 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, with respect to
Dreyfus Tax Exempt Cash Management, Municipal Obligations the interest from
which gives rise to a preference item for the purpose of the alternative
minimum tax. If a Fund purchases 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,
none of these Funds anticipates that more than 5% of the value of its total
assets will be invested in any one category of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A 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 21]
[This Page Intentionally Left Blank]
[Page 22]
Copy Rights 1998 Dreyfus Service Corporation CMGT/p0698inv
Prospectus
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Government Prime
Cash Management
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
Investor Shares
Dreyfus
______________________________________________________________________________
COMBINED PROSPECTUS JUNE 1, 1998
DREYFUS CASH MANAGEMENT FUNDS
PARTICIPANT SHARES
______________________________________________________________________________
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS
TREASURY CASH MANAGEMENT, DREYFUS TREASURY PRIME CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (EACH, A "FUND") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK
CITY INCOME TAXES.
EACH 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, EACH FUND IS OFFERING PARTICIPANT SHARES.
PARTICIPANT SHARES BEAR 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 PARTICIPANT SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY EACH FUND PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS, WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO, EACH WITH OPERATIONS
AND RESULTS WHICH ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED
PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO PROVIDE INVESTORS
THE OPPORTUNITY TO CONSIDER NINE INVESTMENT CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED JUNE 1, 1998, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
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.
______________________________________________________________________________
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.
______________________________________________________________________________
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses................................... 3
Condensed Financial Information.................................. 4
Yield Information................................................ 7
Description of the Funds......................................... 7
Management of the Funds.......................................... 10
How to Buy Shares................................................ 11
Shareholder Services............................................. 13
How to Redeem Shares............................................. 13
Service Plan..................................................... 14
Dividends, Distributions and Taxes............................... 15
General Information.............................................. 16
Appendix......................................................... 18
[Page 2]
<TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
PARTICIPANT
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .40%
Total Fund Operating Expenses.............................................. .60%
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:
PARTICIPANT
SHARES
1 YEAR....................................... $ 6
3 YEARS...................................... $19
5 YEARS ..................................... $33
10 YEARS..................................... $75
</TABLE>
______________________________________________________________________________
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, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
______________________________________________________________________________
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Participant Shares,
the payment of which will reduce investors' annual return. As to each Fund's
Participant Shares, unless The Dreyfus Corporation gives Fund investors at
least 90 days' notice to the contrary, The Dreyfus Corporation, and not the
Fund, will be liable for all 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 value of
the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .40 of 1% of the value of the
Fund's average daily net assets attributable to Participant Shares. Long-term
investors in Participant Shares could pay more in Rule 12b-1 fees than the
economic equivalent of paying a front-end sales charge. Institutions and
certain Service Agents (as defined below) effecting transactions in
Participant 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 Funds," "How to Buy Shares"
and "Service Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund, accompany the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first reporting period) is per share
operating performance data for a Participant Share outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from the
relevant Fund's financial statements.
<TABLE>
DREYFUS CASH MANAGEMENT
____________________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
____________________ _________-_________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
_____ _____
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .010 .050
_____ _____
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.010) (.050)
_____ _____
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 4.92%(2) 5.16%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .60%(2) .60%
Ratio of net investment income to average net assets........................... 3.84%(2) 5.21%
Net Assets, end of period...................................................... $100 $99,772,000
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS CASH MANAGEMENT PLUS
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
____________________ _________-_________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
_____ _____
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .010 .051
_____ _____
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.010) (.051)
_____ _____
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 4.92%(2) 5.22%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .60%(2) .60%
Ratio of net investment income to average net assets........................... 4.78%(2) 5.10%
Net Assets, end of period (000's omitted)...................................... $472 $15,384
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
[Page 4]
DREYFUS GOVERNMENT CASH MANAGEMENT
____________________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
____________________ _________-_________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
_____ _____
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .001 .050
_____ _____
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.001) (.050)
_____ _____
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 4.87%(2) 5.13%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .60%(2) .60%
Ratio of net investment income to average net assets........................... 4.85%(2) 5.01%
Net Assets, end of period (000's omitted)...................................... $218 $30,515
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
____________________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
____________________ _________-_________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
_____ _____
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .009 .049
_____ _____
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.009) (.049)
_____ _____
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 4.77%(2) 5.00%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .60%(2) .60%
Ratio of net investment income to average net assets........................... 4.20%(2) 4.90%
Net Assets, end of period...................................................... $100 $101,840,000
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY PRIME CASH MANAGEMENT
____________________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
____________________ _________-_________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
_____ _____
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .009 .048
_____ _____
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.009) (.048)
_____ _____
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 4.66%(2) 4.88%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .60%(2) .60%
Ratio of net investment income to average net assets........................... 4.70%(2) 4.79%
Net Assets, end of period...................................................... $100 $110,302,000
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
[Page 5]
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
____________________________________________________________________
Period Ended One Month Ended Year Ended
December 31, 1996(1) January 31, 1997(1) January 31, 1998
_____________________ ____________________ _________-_________
<S> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................... $1.00 $1.00 $1.00
______ __-__ _____
INVESTMENT OPERATIONS:
Investment income-net.................................. .004 .003 .031
______ __-__ _____
DISTRIBUTIONS:
Dividends from investment income-net................... (.004) (.003) (.031)
______ __-__ _____
Net asset value, end of period......................... $1.00 $1.00 $1.00
====== ===== =====
TOTAL INVESTMENT RETURN.................................. 3.12%(2) 2.94%(2) 3.18%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................ .60%(2) .60%(2) .60%
Ratio of net investment income to average net assets... 3.55%(2) 3.17%(2) 3.17%
Net Assets, end of period.............................. $100 $100 $6,688,000
(1) From November 21, 1996 (commencement of initial offering) to December
31, 1996.
(2) Annualized.
* The Fund changed its fiscal year end from December 31 to January 31.
The information provided is from January 1, 1997 through January 31,
1997.
</TABLE>
<TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
_____________________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
____________________ _________-_________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
_____ _____
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .006 .030
_____ _____
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.006) (.030)
_____ _____
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 2.94%(2) 3.09%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .60%(2) .60%
Ratio of net investment income to average net assets........................... 3.29%(2) 3.08%
Net Assets, end of period...................................................... $100 $71,827,000
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS NEW YORK MUNICIPAL
CASH MANAGEMENT
_____________________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
____________________ _________-_________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................................... $1.00 $1.00
_____ _____
INVESTMENT OPERATIONS:
Investment income-net.......................................................... .006 .030
_____ _____
DISTRIBUTIONS:
Dividends from investment income-net........................................... (.006) (.030)
_____ _____
Net asset value, end of period................................................. $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 2.94%(2) 3.05%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................................ .60%(2) .60%
Ratio of net investment income to average net assets........................... 2.88%(2) 3.01%
Net Assets, end of period...................................................... $100 $647,000
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
</TABLE>
[Page 6]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Participant Shares. 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 for
Participant Shares of the Fund refers to the income generated by an investment
in Participant Shares of 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
The effective yield is calculated similarly, but, when annualized, the income
earned by an investment in Participant Shares of 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. A Fund's yield and
effective yield for Participant Shares may reflect absorbed expenses pursuant
to any undertaking that may be in effect. See "Management of the Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus New York Municipal Cash Management
(collectively, the "Tax Exempt Funds"), tax equivalent yield is calculated by
determining the pre-tax yield which, after being taxed at a stated rate (in
the case of Dreyfus New York Municipal Cash Management, typically the highest
combined Federal, New York State and New York City personal income tax
rates), would be equivalent to a stated yield or effective yield calculated as
described above.
Yield information is useful in reviewing the performance of a
Fund's Participant Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, 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 Fund shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, IBC's Rated Money Fund Reporttrademark, Morningstar, Inc.
and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING SHARES OF A FUND 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 investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a 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.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to 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 Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, 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 by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
will purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Fund's Board. The nationally recognized statistical rating
organizations currently rating instruments of the type Dreyfus Cash
Management, Dreyfus Cash Management Plus, and each Tax
[Page 7]
Exempt Fund may purchase are Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit
Rating Co., Fitch IBCA, Inc. ("Fitch") and Thomson BankWatch, Inc., and their
rating criteria are described in the applicable "Appendix" to the Statement
of Additional Information. For further information regarding the amortized
cost method of valuing securities, see "Determination of Net Asset Value" in
the Statement of Additional Information. There can be no assurance that a
Fund will be able to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix _ Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks, foreign subsidiaries or foreign branches of domestic banks, domestic
and foreign branches of foreign banks and thrift institutions, repurchase
agreements, asset-backed securities, and high quality domestic and foreign
commercial paper and other short-term corporate obligations, including those
with floating or variable rates of interest. See "Appendix_Certain Portfolio
Securities." In addition, the Fund may lend portfolio securities and enter
into reverse repurchase agreements. See "Appendix_Investment Techniques."
During normal market conditions, the Fund will invest at least 25% of its
total assets in bank obligations. See "Investment Considerations and Risks"
below.
DREYFUS GOVERNMENT CASH MANAGEMENT _ The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix_Investment
Techniques_Lending Portfolio Securities."
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT _ The Fund invests only in
securities issued or guaranteed as to principal and interest by the U.S.
Government or its agencies or instrumentalities. See "Appendix_Certain
Portfolio Securities." In addition, the Fund may lend its portfolio
securities. See "Appendix _ Investment Techniques _ Lending Portfolio
Securities." The Fund does not invest in repurchase agreements or any other
type of money market instrument or security.
DREYFUS TREASURY CASH MANAGEMENT _ The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix_Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS _ The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in 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 bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
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 may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
[Page 8]
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix_Certain Portfolio Securities_Taxable Investments."
DREYFUS TAX EXEMPT CASH MANAGEMENT _ The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that 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.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which are subject to New York State and New York City
income taxes, and in Taxable Investments. See "Investment Considerations and
Risks_Investing in New York Municipal Obligations" below, "Dividends,
Distributions and Taxes" and "Appendix_Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each of these Funds' investments are concentrated in the
banking industry, the Fund will have correspondingly greater exposure to the
risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. Each of these Funds, however, will seek to
minimize its exposure to such risks by investing only in debt securities
which are determined to be of the highest quality.
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
_ Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in securities
issued by foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper issued
by foreign issuers. Accordingly, the Fund may be subject to additional
investment risks with respect to such securities that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. Such risks include possible future political and
economic developments, seizure or nationalization of foreign deposits,
imposition of foreign withholding taxes on interest income payable on the
securities, establishment of exchange controls, or adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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.
As a result, each of these Funds may be subject to greater risk as compared
to a fund that does not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds 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
[Page 9]
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
either of these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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 Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Investors should consider carefully the special risks
inherent in investing principally in New York Municipal Obligations. These
risks result from the financial condition of New York State, certain of its
public bodies and municipalities, and New York City. Beginning in early 1975,
New York State, New York City and other State entities faced serious
financial difficulties which jeopardized the credit standing and impaired the
borrowing abilities of such entities and contributed to high interest rates
on, and lower market prices for, debt obligations issued by them. A
recurrence of such financial difficulties or a failure of certain financial
recovery programs could result in defaults or declines in the market values
of various New York Municipal Obligations in which the Fund may invest. If
there should be a default or other financial crisis relating to New York
State, New York City, a State or City agency, or a State municipality, the
market value and marketability of outstanding New York Municipal Obligations
in the Fund's portfolio and the interest income to the Fund could be
adversely affected. Moreover, the national recession and the significant
slowdown in the New York and regional economies in the early 1990's added
substantial uncertainty to estimates of the State's tax revenues, which, in
part, caused the State to incur cash-basis operating deficits in the General
Fund and issue deficit notes during the fiscal periods 1989 through 1992. New
York State's financial operations have improved, however, during recent
fiscal years. For its fiscal years 1993 through 1997, the State recorded
balanced budgets on a cash basis, with positive fund balances in the General
Fund. New York State ended its 1996-97 fiscal year on March 31, 1997 in
balance on a cash basis, with a cash surplus in the General Fund of
approximately $1.4 billion. There can be no assurance that the State will not
face substantial potential budget gaps in future years. Investors should
obtain and review a copy of the Statement of Additional Information which
more fully sets forth these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the 1940 Act. A "diversified" investment company is required by
the 1940 Act generally, with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested in the
obligations of a limited number of issuers, the Fund's investments may be
more sensitive to changes in the market value of a single issuer. However, to
meet Federal tax requirements, at the close of each quarter the Fund may not
have more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a 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.
Year 2000 Risks _ Like other mutual funds, financial and business
organizations and individuals around the world, each Fund could be adversely
affected if the computer systems used by The Dreyfus Corporation and the
Fund's other service providers do not properly process and calculate
date-related information and data from and after January 1, 2000. This is
commonly known as the "Year 2000 Problem." The Dreyfus Corporation is taking
steps to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain assurances that comparable steps are being taken
by the Funds' other major service providers. At this time, however, there can
be no assurance that these steps will be sufficient to avoid any adverse
impact on the Funds.
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary
[Page 10]
of Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon
Bank Corporation ("Mellon"). As of April 30, 1998, The Dreyfus Corporation
managed or administered approximately $108 billion in assets for
approximately 1.7 million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under separate Management Agreements
related to each Fund, subject to the authority of the Board in accordance
with applicable law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$328 billion in assets as of March 31, 1998, including approximately $113
billion in proprietary mutual fund assets. As of March 31, 1998, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.666 trillion in
assets, including approximately $67 billion in mutual fund assets.
For the fiscal year ended January 31, 1998, each Fund (except
Dreyfus Government Prime Cash Management, which has not completed its first
fiscal year), paid The Dreyfus Corporation a monthly management fee at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets.
As to each Fund's Participant Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all 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
borne by the Fund: (i)the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .40 of 1% of the value of the Fund's average daily net assets attributable
to Participant Shares. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian (the "Custodian").
How to Buy Shares
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Participant 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 to purchase Participant Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied
[Page 11]
by the Account Application. Share certificates are issued only upon
the investor's written request. No certificates are issued for fractional
shares. Each Fund reserves the right to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") may
impose certain conditions on their clients which are different from those
described in this Prospectus and, to the extent permitted by applicable
regulatory authority, may charge their clients fees in connection with
purchases of Participant Shares for the accounts of their clients. Service
Agents may receive different levels of compensation for selling different
classes of shares. Investors should consult their Service Agents in this
regard.
Participant Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. To place an order by telephone or to determine whether
their automated facilities are compatible with the Fund's, investors should
call one of the telephone numbers listed under "General Information" in this
Prospectus.
Participant 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 Custodian or other
entity authorized to receive orders on behalf of the Fund. 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. Net asset value per share of each class of shares 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 Statement of Additional Information.
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 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").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY
CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT (as indicated) _
Each of these Funds' net asset value per share is determined twice daily: (i)
as of 5:00 p.m., New York time, and (ii) as of 8:00 p.m., New York time, on
each day the New York Stock Exchange or, as to Dreyfus Cash Management and
Dreyfus Cash Management Plus only, the New York Stock Exchange or the
Transfer Agent, is open for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will become effective at the price determined at 5:00 p.m., New York time, on
that day. Shares so purchased will receive the dividend declared on that day.
As to each Fund except Dreyfus Government Prime Cash Management and
Dreyfus Treasury Prime Cash Management, orders placed with Dreyfus
Institutional Services Division in New York after 12:00 Noon, New York time,
but prior to 5:00 p.m., New York time, and payments for which are received in
or converted into Federal Funds by the Custodian by 6:00 p.m., New York time,
also will become effective at the price determined at 5:00 p.m., New York
time, on that day. Shares so purchased will receive the dividend declared on
that day.
As to Dreyfus Government Prime Cash Management and Dreyfus Treasury
Prime Cash Management only, orders placed with Dreyfus Institutional Services
Division in New York after 12:00 Noon, New York time, but prior to 3:00 p.m.,
New York time, and payments for which are received in or converted into
Federal Funds by the Custodian by 6:00 p.m., New York time, also will become
effective at the price determined at 5:00 p.m., New York time, on that day.
Shares so purchased will receive the dividend declared on that day. Orders
for shares placed between 3:00 p.m and 5:00 p.m., New York time, will not be
accepted and executed, and notice of the purchase order being rejected will
be given to the institution placing the order and any funds received will be
returned promptly to the sending institution.
Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders in proper form effected between 5:00 p.m. and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
become effective on the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ Each of these Funds' net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business.
[Page 12]
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will be effective at the price determined at 12:00 Noon, New York time, on
that day. Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders in proper form effected between 12:00 Noon and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
become effective on the following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Participant
Shares of a Fund, Participant Shares of any other Fund. 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: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Automated
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Shares will
be exchanged at the net asset value next determined after receipt of an
exchange request in proper form. No fees currently are charged investors
directly in connection with exchanges, although each Fund reserves the right,
upon not less than 60 days' written notice, to charge investors a nominal
administrative fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Participant Shares and purchase
shares of another class of a Fund should contact Dreyfus Institutional
Services Division by calling one of the telephone numbers listed under
"General Information" in this Prospectus, and should obtain and review a copy
of the current prospectus for the relevant share class which the investor
wishes to purchase.
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 Participant Shares of a Fund, in Participant Shares
of any other Fund, if the investor is a shareholder in such Fund. 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 mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call one of the telephone numbers listed under
"General Information." See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Participant Shares at any time
and the shares will be redeemed at the next determined net asset value.
None of the Funds imposes a charge when Participant Shares are
redeemed. Service Agents or other institutions may charge their clients a 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 respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Participant Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division or other entity authorized to receive orders on behalf of the Fund
of a redemption request in proper form, except as provided by the rules of
the Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY
CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT _ If a
redemption request is received in proper form, and transmitted to the
Custodian by 5:00 p.m., 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. A redemption request effected through an automated interface or
trading system after 5:00 p.m., New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend declared on that day, and the proceeds of redemption, if wire
transfer is requested, ordinarily will be transmitted in
[Page 13]
Federal Funds on the next business day. A redemption request in proper form
effected between 5:00 p.m. and 8:00 p.m., New York time, by a means other
than an automated interface or trading system will not be effective until the
following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ If a redemption request is
received in proper form, and transmitted to the Custodian 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. A redemption
request effected through an automated interface or trading system after 12:00
Noon, New York time, but prior to 8:00 p.m., New York time, will be effective
on that day, the shares will receive the dividend 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. A redemption request
in proper form effected between 12:00 Noon and 8:00 p.m., New York time, by a
means other than an automated interface or trading system will not be
effective until the following business day.
PROCEDURES
Investors may redeem Participant Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent 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 to be genuine. Each Fund will require the Transfer Agent 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, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will 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 Fund or its designated agents by
telephone to request a redemption or exchange of Participant Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Participant Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Participant Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each 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 a Fund. The
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 AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming Participant Shares in this manner.
SERVICE PLAN
Each Fund has adopted a Service Plan pursuant to Rule 12b-1 under
the 1940 Act for its Participant Shares. Under each Service Plan, the Fund
(a) reimburses the Distributor for distributing Participant Shares and (b)
pays The Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, and any affiliate of either of them
(collectively, "Dreyfus") for advertising and marketing Participant Shares
and for providing certain services relating to shareholder accounts for
Participant Shares, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts ("Servicing"), at an aggregate annual
rate of .40 of 1% of the value of the Fund's average daily net assets
attributable to Participant Shares. Each of the Distributor and Dreyfus may
pay one or more Service Agents a fee in respect of the Fund's Participant
Shares owned by shareholders with whom the Service Agent has a Servicing
relationship or for whom the Service Agent is the dealer or holder of record.
Each of the Distributor and Dreyfus determines the amounts, if any, to be
paid to Service Agents under the Service Plan and the basis on which such
payments are made. Generally, the Service Agent will provide holders of
Participant Shares a consolidated statement, checkwriting privileges,
automated teller machine access, and bill paying services. The amount paid
under the Service Plan for Servicing is intended to be a "service fee" as
defined under the Conduct Rules of the National Association of Securities
Dealers, Inc. (the "NASD"), and at no time will such amount exceed the
maximum amount permitted to be paid under the NASD Conduct Rules as a service
fee. The fees payable under the Service Plan are payable without regard to
actual expenses incurred.
[Page 14]
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash
Management and Dreyfus Cash Management Plus only, or the New York Stock
Exchange, as to each other Fund, is open for business. Participant Shares
begin earning income dividends on the day the purchase order is effective.
Each Fund's earnings for Saturdays, Sundays and holidays are declared as
dividends on the prior business day. Dividends usually are paid on the last
calendar day of each month, and are automatically reinvested in additional
Participant Shares at net asset value or, at the investor's option, paid in
cash. If an investor redeems all Participant 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. An omnibus accountholder
may indicate in a partial redemption request that a portion of any accrued
dividends to which such account is entitled belongs to an underlying
accountholder who has redeemed all shares in his or her account, and such
portion of the accrued dividends will be paid to the accountholder 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 Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will 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 Participant Shares at net asset value. All
expenses are accrued daily and deducted before declaration of dividends to
investors. Dividends paid by each class of shares will be calculated at the
same time and in the same manner and will be in the same amount, except that
the expenses attributable solely to a class will be borne exclusively by such
class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund derived from net
investment income, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are taxable
as ordinary income, whether received in cash or reinvested in additional Fund
shares, if the beneficial holder of shares is a citizen or resident of the
United States. No dividend paid by a 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, if any, generally are
taxable as long-term capital gains for Federal income tax purposes regardless
of how long the owner of the Fund shares has held the shares and whether such
distributions are received in cash or reinvested in additional Fund shares if
the owner of Fund shares is a citizen or resident of the United States. The
Code provides that an individual generally will be taxed on his or her net
capital gain at a maximum rate of 28% with respect to capital gain from
securities held for more than one year but not more than 18 months and at a
maximum rate of 20% with respect to capital gain from securities held for
more than 18 months. 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.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to state and local taxes. Although all
or a substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt 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 of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Government Prime Cash Management, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management derived from net investment income
attributable to interest from direct obligations of the United States
currently are not subject to state personal income tax. Dividends paid by
these Funds may be subject to state and local corporate income and/or
franchise taxes. In addition, in certain jurisdictions, Fund shareholders may
be subject to state and local taxes with respect to ownership of Fund shares
or distributions from the Fund. Each of these Funds intends to provide
shareholders with a statement which sets forth the percentage of dividends
paid by the Fund which are attributable to interest income from direct
obligations of the United States.
Municipalities may invest their surplus funds, including funds
which are subject to arbitrage rebate requirements of Section 148 of the
Code, in Dreyfus Government Prime Cash Management. Section 115(1) of the Code
[Page 15]
provides, in part, that gross income does not include income derived from the
exercise of any essential governmental function and accruing to a state,
territory, or political subdivision thereof. To the extent that investments in
the Fund are made in connection with such functions, states and their
political subdivisions will not be subject to federal taxation on income or
gains derived from an investment in the Fund. The Fund does not meet currently
defined exceptions to the arbitrage rebate requirements, and a portion or all
of the earnings distributed by the Fund may be required to be paid over to the
U.S. Treasury as rebatable arbitrage earnings in accordance with the
provisions of the Code.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes 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 a 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. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt 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.
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.
Federal regulations generally require each 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
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, IRS individual taxpayer
identification 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 believes that each Fund (except Dreyfus Government Prime
Cash Management, which has not completed its first fiscal year) has qualified
for the fiscal year ended January 31, 1998, as a "regulated investment
company" under the Code. Each Fund intends to continue to so qualify if such
qualification is in the best interests of its shareholders. It is expected
that Dreyfus Government Prime Cash Management will qualify as a "regulated
investment company" under the Code so long as such qualification is in the
best interests of its shareholders. Qualification as a regulated investment
company 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. Each Fund is subject to a nondeductible 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
Dreyfus Government Cash Management and Dreyfus Government Prime Cash
Management are separate series of Dreyfus Government Cash Management Funds
(the "Company"), an open-end management investment company. Each other Fund
is a separate open-end, management investment company. Dreyfus Cash
Management, the Company, and Dreyfus Tax Exempt Cash Management were
incorporated under Maryland law on December 6, 1984, February 1, 1984, and
January 27, 1984, respectively, and commenced operations in March 1985. On May
22, 1987, each of these Funds was reorganized as an unincorporated business
trust under the laws of the Commonwealth of Massachusetts. Previously, the
Company's name was Dreyfus Government Cash Management.
[Page 16]
Dreyfus New York Municipal Cash Management, Dreyfus Municipal Cash Management
Plus, Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash
Management were organized as unincorporated business trusts under the laws of
the Commonwealth of Massachusetts pursuant to separate Agreements and
Declarations of Trust and commenced operations on November 4, 1991, October
15, 1990, September 4, 1986 and December 27, 1988, respectively. Each of
these Funds is authorized to issue an unlimited number of shares of
beneficial interest, par value $.001 per share.
Dreyfus Cash Management Plus was incorporated under Maryland law on
August 12, 1987, commenced operations on October 6, 1987, and is authorized
to issue 15 billion shares of common stock, par value $.001 per share.
Each Fund's shares are classified into four 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 Participant Shares, however, will be entitled to vote
on matters submitted to shareholders pertaining to the Service Plan.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board Members or
the appointment of auditors. However, the holders of at least 10% of the
shares outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board member from
office. Fund shareholders may remove a Board Member by the affirmative vote
of a majority, in the case of Dreyfus Cash Management Plus, or two-thirds, in
the case of each other Fund, of the Fund's outstanding voting shares. In
addition, the Fund's Board will call a meeting of shareholders for the
purpose of electing Board Members if, at any time, less than a majority of
the Board Members then holding office have been elected by shareholders.
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS _ The Company is a "series fund,"
which is a mutual fund divided into separate portfolios, each of which is
treated as a separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to be a
shareholder of any other portfolio. To date, the Company's Board has
authorized the creation of two series of shares _ Dreyfus Government Cash
Management and Dreyfus Government Prime Cash Management. All consideration
received by the Company for shares of one of the portfolios and all assets in
which such consideration is invested will belong to that portfolio (subject
only to the rights of creditors of the Company) and will be subject to the
liabilities related thereto. The income attributable to, and the expenses of,
one portfolio are treated separately from those of the other portfolio. The
Company has the ability to create, from time to time, new series without
shareholder approval.
ALL FUNDS _ 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 a 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 Participant Shares should call such
institution directly.
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, each Fund's Board
believes that such laws should not preclude a bank from 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 a 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 a 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
Funds do not expect that their respective shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this combined Prospectus.
[Page 17]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its 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 value of a Fund's total assets, the Fund will not make any additional
investments. In addition, Dreyfus Cash Management Plus may borrow for
investment purposes on a secured basis through entering into reverse
repurchase agreements as described below.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS, DREYFUS
GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH MANAGEMENT) _
Each of these Funds may lend securities from its portfolio to brokers,
dealers and other financial institutions needing to borrow securities to
complete certain transactions. Each Fund continues to be entitled to payments
in amounts equal to the interest or other distributions payable on the loaned
securities which affords the Fund an opportunity to earn interest on the
amount of the loan and on the loaned securities' collateral. Loans of
portfolio securities may not exceed 331\3% (20% as to Dreyfus Government Cash
Management) of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or, as to Dreyfus Government Cash Management and Dreyfus
Government Prime Cash Management, U.S. Treasury securities, which will be
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. Such loans are terminable by a Fund at
any time upon specified notice. Each Fund might experience risk of loss if
the institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) _ Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities 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. The Fund will set aside in a segregated account permissible liquid
assets at least equal at all times to the amount of the commitment.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT) _ Each of these Funds may invest in U.S. Treasury securities
which include Treasury Bills, Treasury Notes and Treasury Bonds that differ
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.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT) _ Each of these Funds, in addition to U.S. Treasury securities,
may invest in securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities. Some obligations issued or guaranteed by U.S.
Government agencies and instrumentalities are supported by the full faith and
credit of the U.S. Treasury; others by the right of the issuer to borrow from
the Treasury; others by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others
only by the credit of the agency or instrumentality.
[Page 18]
These securities bear fixed, floating or variable rates of interest.
While the U.S. Government currently 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.
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds _ Investment
Considerations and Risks _ Foreign Securities."
Certificates of deposit are negotiable certificates evidencing 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.
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 the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are 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, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. 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,
plus accrued interest. 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.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institutions providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
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,
[Page 19]
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 that 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.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. 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 plus accrued interest. 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.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, 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.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Each of these Funds 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. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds 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.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
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-1 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. See "Certain
Portfolio Securities" above and "Investment
[Page 20]
Objective and Management Policies _ Portfolio Securities" in the Statement
of Additional Information for more information on Taxable Investments.
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, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If the Fund purchases 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, none of the Funds anticipate
that more than 5% of the value of its total assets will be invested in any
one category of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A 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 21]
[This Page Intentionally Left Blank]
[Page 22]
Copy Rights 1998 Dreyfus Service Corporation CMGT/p0698par
Prospectus
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Government Prime
Cash Management
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
Participant Shares
Dreyfus
______________________________________________________________________________
COMBINED PROSPECTUS JUNE 1, 1998
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
PARTICIPANT SHARES
______________________________________________________________________________
DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT (EACH, A "FUND") ARE
OPEN-END, DIVERSIFIED MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET
MUTUAL FUNDS. EACH FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH
AS HIGH A LEVEL OF CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF
CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
EACH 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, EACH FUND IS OFFERING PARTICIPANT SHARES.
PARTICIPANT SHARES BEAR 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 PARTICIPANT SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY EACH FUND PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS, WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO, EACH WITH OPERATIONS
AND RESULTS WHICH ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED
PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO PROVIDE INVESTORS
THE OPPORTUNITY TO CONSIDER THREE INVESTMENT CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED JUNE 1, 1998, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
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.
______________________________________________________________________________
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.
______________________________________________________________________________
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses................................ 3
Condensed Financial Information............................... 4
Yield Information............................................. 5
Description of the Funds...................................... 5
Management of the Funds....................................... 7
How to Buy Shares............................................. 7
Shareholder Services.......................................... 9
How to Redeem Shares.......................................... 9
Service Plan.................................................. 10
Dividends, Distributions and Taxes............................ 10
General Information........................................... 12
Appendix...................................................... 14
[Page 2]
<TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
PARTICIPANT
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .40%
Total Fund Operating Expenses.............................................. .60%
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:
PARTICIPANT
SHARES
1 YEAR....................................... $ 6
3 YEARS...................................... $19
5 YEARS ..................................... $33
10 YEARS..................................... $75
</TABLE>
______________________________________________________________________________
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, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
______________________________________________________________________________
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Participant Shares,
the payment of which will reduce investors' annual return. As to each Fund's
Participant Shares, unless The Dreyfus Corporation gives Fund investors at
least 90 days' notice to the contrary, The Dreyfus Corporation, and not the
Fund, will be liable for all 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 value of
the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .40 of 1% of the value of the
Fund's average daily net assets attributable to Participant Shares. Long-term
investors in Participant Shares could pay more in Rule 12b-1 fees than the
economic equivalent of paying a front-end sales charge. Institutions and
certain Service Agents (as defined below) effecting transactions in
Participant 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 Funds," "How to Buy Shares"
and "Service Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund, accompany the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first reporting period) is per share
operating performance data for a Participant Share outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from the
relevant Fund's financial statements.
<TABLE>
DREYFUS CASH MANAGEMENT PLUS
___________________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
____________________ _________-_______
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00 $1.00
__-__ __-__
INVESTMENT OPERATIONS:
Investment income-net............................................................ .010 .051
__-__ __-__
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.010) (.051)
__-__ __-__
Net asset value, end of period................................................... $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 4.92%(2) 5.22%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .60%(2) .60%
Ratio of net investment income to average net assets............................. 4.78%(2) 5.21%
Net Assets, end of period (000's omitted)........................................ $472 $15,384
_____________
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY PRIME CASH MANAGEMENT
___________________________________________
Period Ended Year Ended
January 31, 1997(1) January 31, 1998
____________________ _________-_______
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00 $1.00
__-__ __-__
INVESTMENT OPERATIONS:
Investment income-net............................................................ .009 .048
__-__ __-__
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.009) (.048)
__-__ __-__
Net asset value, end of period................................................... $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 4.66%(2) 4.88%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .60%(2) .60%
Ratio of net investment income to average net assets............................. 4.70%(2) 4.79%
Net Assets, end of period........................................................ $100 $110,302,000
_____________
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
[Page 4]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Participant Shares. 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 for
Participant Shares of the Fund refers to the income generated by an investment
in Participant Shares of 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 Participant Shares of 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. A Fund's
yield and effective yield for Participant Shares may reflect absorbed expenses
pursuant to any undertaking that may be in effect. See "Management of the
Funds."
Yield information is useful in reviewing the performance of a
Fund's Participant Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, 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 Fund shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING SHARES OF A FUND 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 investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity. Each Fund's investment objective
cannot be changed without approval by the holders of a majority (as defined
in the Investment Company Act of 1940, as amended (the "1940 Act")) of such
Fund's outstanding voting shares. There can be no assurance that a Fund's
investment objective will be achieved. Each Fund pursues its investment
objective in the manner described below. Securities in which a 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.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to 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 Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management Plus, 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 by only one such organization) or,
if unrated, are of comparable quality as determined in accordance with
procedures established by the Board. Moreover, Dreyfus Cash Management Plus
will purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Fund's Board. The nationally recognized statistical rating
organizations currently rating instruments of the type Dreyfus Cash
Management Plus may purchase are Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit Rating Co.,
Fitch IBCA, Inc. ("Fitch") and Thomson BankWatch, Inc., and their rating
criteria are described in the applicable "Appendix" to the Statement of
Additional Information. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information. There can be no assurance that a Fund
will be able to maintain a stable net asset value of $1.00 per share.
DREYFUS CASH MANAGEMENT PLUS _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time
[Page 5]
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks and thrift institutions,
repurchase agreements, asset-backed securities, and high quality domestic and
foreign commercial paper and other short-term corporate obligations,
including those with floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities and enter into reverse repurchase agreements. See
"Appendix_Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT _ The Fund invests only in
securities issued or guaranteed as to principal and interest by the U.S.
Government or its agencies or instrumentalities. See "Appendix_Certain
Portfolio Securities." In addition, the Fund may lend its portfolio
securities. See "Appendix _ Investment Techniques _ Lending Portfolio
Securities." The Fund does not invest in repurchase agreements or any other
type of money market instrument or security.
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government, or
any other type of money market instrument or security.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ To the extent the Fund's
investments are concentrated in the banking industry, the Fund will have
correspondingly greater exposure to the risk factors which are characteristic
of such investments. Sustained increases in interest rates can adversely affec
t the availability or liquidity and cost of capital funds for a bank's
lending activities, and a deterioration in general economic conditions could
increase the exposure to credit losses. In addition, the value of and the
investment return on the Fund's shares could be affected by economic or
regulatory developments in or related to the banking industry, which industry
also is subject to the effects of competition within the banking industry as
well as with other types of financial institutions. The Fund, however, will
seek to minimize its exposure to such risks by investing only in debt
securities which are determined to be of the highest quality.
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may invest in
securities issued by London branches of domestic banks, by foreign
subsidiaries or foreign branches of domestic banks, domestic and foreign
branches of foreign banks, and may invest in commercial paper issued by
foreign issuers. Accordingly, the Fund may be subject to additional
investment risks with respect to such securities that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. Such risks include possible future political and
economic developments, seizure or nationalization of foreign deposits,
imposition of foreign withholding taxes on interest income payable on the
securities, establishment of exchange controls, or adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a 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.
Year 2000 Risks _ Like other mutual funds, financial and business
organizations and individuals around the world, each Fund could be adversely
affected if the computer systems used by The Dreyfus Corporation and the
Fund's other service providers do not properly process and calculate
date-related information and data from and after January 1, 2000. This is
commonly known as the "Year 2000 Problem." The Dreyfus Corporation is taking
steps to address the Year 2000 Problem with respect to the computer systems
that it uses and to obtain assurances that comparable steps are being taken
by the Funds' other major service providers. At this time, however, there can
be no assurance that these steps will be sufficient to avoid any adverse
impact on the Funds.
[Page 6]
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of April 30, 1998, The Dreyfus Corporation managed
or administered approximately $108 billion in assets for approximately 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under separate Management Agreements
related to each Fund, subject to the authority of the Board in accordance
with applicable law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$328 billion in assets as of March 31, 1998, including approximately $113
billion in proprietary mutual fund assets. As of March 31, 1998, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.666 trillion in
assets, including approximately $67 billion in mutual fund assets.
For the fiscal year ended January 31, 1998, each Fund (except
Dreyfus Government Prime Cash Management, which has not completed its first
fiscal year), paid The Dreyfus Corporation a monthly management fee at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets.
As to each Fund's Participant Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all 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
borne by the Fund: (i)the management fee payable by the Fund monthly at the an
nual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .40 of 1% of the value of the Fund's average daily net assets attributable
to Participant Shares. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian (the "Custodian").
How to Buy Shares
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Participant 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.
[Page 7]
The minimum initial investment to purchase Participant Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund, or any class of shares
of Dreyfus Cash Management, Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus
Municipal Cash Management Plus, Dreyfus New York Municipal Cash Management
(collectively, the "Cash Management Funds"), or Dreyfus Institutional Short
Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") may
impose certain conditions on their clients which are different from those
described in this Prospectus and, to the extent permitted by applicable
regulatory authority, may charge their clients fees in connection with
purchases of Participant Shares for the accounts of their clients. Service
Agents may receive different levels of compensation for selling different
classes of shares. Investors should consult their Service Agents in this
regard.
Participant Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. To place an order by telephone or to determine whether
their automated facilities are compatible with the Fund's, investors should
call one of the telephone numbers listed under "General Information" in this
Prospectus.
Participant 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 Custodian or other
entity authorized to receive orders on behalf of the Fund. 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. Net asset value per share of each class of shares 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 Statement of Additional Information.
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 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").
Each Fund's net asset value per share is determined twice daily: (i)
as of 5:00 p.m., New York time, and (ii) as of 8:00 p.m., New York time, on
each day the New York Stock Exchange or, as to Dreyfus Cash Management Plus
only, the New York Stock Exchange or the Transfer Agent, is open for
business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will become effective at the price determined at 5:00 p.m., New York time, on
that day. Shares so purchased will receive the dividend declared on that day.
As to Dreyfus Cash Management Plus only, orders placed with Dreyfus
Institutional Services Division in New York after 12:00 Noon, New York time,
but prior to 5:00 p.m., New York time, and payments for which are received in
or converted into Federal Funds by the Custodian by 6:00 p.m., New York time,
also will become effective at the price determined at 5:00 p.m., New York
time, on that day. Shares so purchased will receive the dividend declared on
that day.
As to Dreyfus Government Prime Cash Management and Dreyfus Treasury
Prime Cash Management only, orders placed with Dreyfus Institutional Services
Division in New York after 12:00 Noon, New York time, but prior to 3:00 p.m.,
New York time, and payments for which are received in or converted into
Federal Funds by the Custodian by 6:00 p.m., New York time, also will become
effective at the price determined at 5:00 p.m., New York time, on that day.
Shares so purchased will receive the dividend declared on that day. Orders
for shares placed between 3:00 p.m and 5:00 p.m., New York time, will not be
accepted and executed, and notice of the purchase order being rejected will
be given to the institution placing the order and any funds received will be
returned promptly to the sending institution.
Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders in proper form effected between 5:00 p.m. and 8:00 p.m., New York
time, by a means other than an automated interface or trading system will
become effective on the following business day.
[Page 8]
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Participant
Shares of a Fund, Participant Shares of any other Fund, or any other Cash
Management Fund, which have different investment objectives and management
policies that may be of interest to shareholders. 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: Telephone Exchange Privilege, Redemption by Wire or
Telephone, Redemption Through Compatible Automated Facilities and the
dividend/capital gain distribution option selected by the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Shares will
be exchanged at the net asset value next determined after receipt of an
exchange request in proper form. No fees currently are charged investors
directly in connection with exchanges, although each Fund reserves the right,
upon not less than 60 days' written notice, to charge investors a nominal
administrative fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Participant Shares and purchase
shares of another class of a Fund, or of any class of a Cash Management Fund
(which are not offered by this Prospectus), should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant fund and share class
which the investor wishes to purchase.
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 Participant Shares of a Fund, in Participant Shares
of any other Fund or Cash Management Fund (which are not offered by this
Prospectus), if the investor is a shareholder in such fund. 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 mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call one of the telephone numbers listed under
"General Information." See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Participant Shares at any time
and the shares will be redeemed at the next determined net asset value.
None of the Funds imposes a charge when Participant Shares are
redeemed. Service Agents or other institutions may charge their clients a 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 respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Participant Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division or other entity authorized to receive orders on behalf of the Fund
of a redemption request in proper form, except as provided by the rules of
the Securities and Exchange Commission.
If a redemption request is received in proper form, and transmitted
to the Custodian by 5:00 p.m., 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. A redemption request effected through an automated interface or
trading system after 5:00 p.m., New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend 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. A redemption request in proper form effected between 5:00
p.m. and 8:00 p.m., New York time, by a means other than an automated
interface or trading system will not be effective until the following
business day.
PROCEDURES
Investors may redeem Participant Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably
[Page 9]
believed by the Transfer Agent to be genuine. Each Fund will
require the Transfer Agent 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, the Fund or the Transfer Agent
may be liable for any losses due to unauthorized or fraudulent instructions.
Neither the Funds nor the Transfer Agent will 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 Fund or its designated agents by
telephone to request a redemption or exchange of Participant Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Participant Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Participant Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each 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 a Fund. The
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 AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming Participant Shares in this manner.
SERVICE PLAN
Each Fund has adopted a Service Plan pursuant to Rule 12b-1 under
the 1940 Act for its Participant Shares. Under each Service Plan, the Fund
(a) reimburses the Distributor for distributing Participant Shares and (b)
pays The Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, and any affiliate of either of them
(collectively, "Dreyfus") for advertising and marketing Participant Shares
and for providing certain services relating to shareholder accounts for
Participant Shares, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts ("Servicing"), at an aggregate annual
rate of .40 of 1% of the value of the Fund's average daily net assets
attributable to Participant Shares. Each of the Distributor and Dreyfus may
pay one or more Service Agents a fee in respect of the Fund's Participant
Shares owned by shareholders with whom the Service Agent has a Servicing
relationship or for whom the Service Agent is the dealer or holder of record.
Each of the Distributor and Dreyfus determines the amounts, if any, to be
paid to Service Agents under the Service Plan and the basis on which such
payments are made. Generally, the Service Agent will provide holders of
Participant Shares a consolidated statement, checkwriting privileges,
automated teller machine access, and bill paying services. The amount paid
under the Service Plan for Servicing is intended to be a "service fee" as
defined under the Conduct Rules of the National Association of Securities
Dealers, Inc. (the "NASD") and at no time will such amount exceed the maximum
amount permitted to be paid under the NASD Conduct Rules as a service fee. The
fees payable under the Service Plan are payable without regard to actual
expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash
Management Plus only, or the New York Stock Exchange, as to each other Fund,
is open for business. Participant Shares begin earning income dividends on
the day the purchase order is effective. Each Fund's earnings for Saturdays,
Sundays and holidays are declared as dividends on the prior business day.
Dividends usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Participant Shares at net asset value
or, at the investor's option, paid in cash. If an investor redeems all
Participant 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. An omnibus accountholder may indicate in a partial redemption
request that a portion of any accrued dividends to which such account is
entitled belongs to an underlying accountholder who has redeemed all shares
in his or her account, and such portion of the accrued dividends will be paid
to the accountholder 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 Code, in all events in a
manner consistent with the provisions of the 1940 Act. No Fund will 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
Participant Shares at net asset value. All expenses are accrued daily and
deducted before declaration of dividends to investors. Dividends paid by each
class of shares will be calculated at the same time and
[Page 10]
in the same manner and will be in the same amount, except that the expenses
attributable solely to a class will be borne exclusively by such class.
Dividends paid by each Fund derived from net investment income,
together with distributions from any net realized short-term securities gains
and all or a portion of any gains realized from the sale or other disposition
of certain market discount bonds, are taxable as ordinary income, whether
received in cash or reinvested in additional Fund shares, if the beneficial
holder of shares is a citizen or resident of the United States. No dividend
paid by a 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, if any, generally are taxable as long-term
capital gains for Federal income tax purposes regardless of how long the
owner of the Fund shares has held the shares and whether such distributions
are received in cash or reinvested in additional Fund shares if the owner of
Fund shares is a citizen or resident of the United States. The Code provides
that an individual generally will be taxed on his or her net capital gain at
a maximum rate of 28% with respect to capital gain from securities held for
more than one year but not more than 18 months and at a maximum rate of 20%
with respect to capital gain from securities held for more than 18 months.
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 paid by Dreyfus Government Prime Cash Management and
Dreyfus Treasury Prime Cash Management derived from net investment income
attributable to interest from direct obligations of the United States
currently are not subject to state personal income tax. Dividends paid by
each Fund may be subject to state and local corporate income and/or franchise
taxes. In addition, in certain jurisdictions, Fund shareholders may be
subject to state and local taxes with respect to ownership of Fund shares or
distributions from the Fund. Each Fund intends to provide shareholders with a
statement which sets forth the percentage of dividends paid by the Fund which
are attributable to interest income from direct obligations of the United
States.
Municipalities may invest their surplus funds, including funds
which are subject to arbitrage rebate requirements of Section 148 of the
Code, in Dreyfus Government Prime Cash Management. Section 115(1) of the Code
provides, in part, that gross income does not include income derived from the
exercise of any essential governmental function and accruing to a state,
territory, or political subdivision thereof. To the extent that investments
in the Fund are made in connection with such functions, states and their
political subdivisions will not be subject to federal taxation on income or
gains derived from an investment in the Fund. The Fund does not meet
currently defined exceptions to the arbitrage rebate requirements, and a
portion or all of the earnings distributed by the Fund may be required to be
paid over to the U.S. Treasury as rebatable arbitrage earnings in accordance
with the provisions of the Code.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes 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 a 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 dollar amounts will vary depending on the size,
and length of time, of the investor's investment in the Fund.
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.
Federal regulations generally require each 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
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, IRS individual taxpayer
identification 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.
[Page 11]
Management believes that each Fund (except Dreyfus Government Prime
Cash Management, which has not completed its first fiscal year) has qualified
for the fiscal year ended January 31, 1998, as a "regulated investment
company" under the Code. Each Fund intends to continue to so qualify if such
qualification is in the best interests of its shareholders. It is expected
that Dreyfus Government Prime Cash Management will qualify as a "regulated
investment company" under the Code so long as such qualification is in the
best interests of its shareholders. Qualification as a regulated investment
company 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. Each Fund is subject to a nondeductible 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
Dreyfus Government Prime Cash Management is a separate series of
Dreyfus Government Cash Management Funds (the "Company"), an open-end
management investment company. Each other Fund is a separate investment
company. The Company was incorporated under Maryland law on February 1, 1984,
and commenced operations in March 1985. On May 22, 1987, the Company was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Previously, the Company's name was Dreyfus
Government Cash Management. Dreyfus Treasury Prime Cash Management was
organized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts pursuant to an Agreement and Declaration of
Trust and commenced operations on December 27, 1988. Each of these Funds is
authorized to issue an unlimited number of shares of beneficial interest, par
value $.001 per share.
Dreyfus Cash Management Plus was incorporated under Maryland law on
August 12, 1987, commenced operations on October 6, 1987, and is authorized
to issue 15 billion shares of common stock, par value $.001 per share.
Each Fund's shares are classified into four 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 Participant Shares, however, will be entitled to vote
on matters submitted to shareholders pertaining to the Service Plan.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board Members or
the appointment of auditors. However, the holders of at least 10% of the
shares outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board member from
office. Fund shareholders may remove a Board Member by the affirmative vote
of a majority, in the case of Dreyfus Cash Management Plus, or two-thirds, in
the case of each other Fund, of the Fund's outstanding voting shares. In
addition, the Fund's Board will call a meeting of shareholders for the
purpose of electing Board Members if, at any time, less than a majority of
the Board Members then holding office have been elected by shareholders.
The Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for
certain matters under the 1940 Act and for other purposes. A shareholder of
one portfolio is not deemed to be a shareholder of any other portfolio. To
date, the Company's Board has authorized the creation of two series of
shares. All consideration received by the Company for shares of one of the
portfolios and all assets in which such consideration is invested will belong
to that portfolio (subject only to the rights of creditors of the Company)
and will be subject to the liabilities related thereto. The income
attributable to, and the expenses of, one portfolio are treated separately
from those of the other portfolio. The Company has the ability to create,
from time to time, new series without shareholder approval.
ALL FUNDS _ 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 a 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 Participant Shares should call such
institution directly.
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, each Fund's Board
believes that such laws should not preclude a bank from 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 a 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,
[Page 12]
changes in the operation of a 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
Funds do not expect that their respective shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this combined Prospectus.
[Page 13]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its 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 value of a Fund's total assets, the Fund will not make any additional
investments. In addition, Dreyfus Cash Management Plus may borrow for
investment purposes on a secured basis through entering into reverse
repurchase agreements as described below.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT PRIME CASH MANAGEMENT) _ Each of these Funds may lend securities
from its portfolio to brokers, dealers and other financial institutions
needing to borrow securities to complete certain transactions. Each Fund
continues to be entitled to payments in amounts equal to the interest or
other distributions payable on the loaned securities which affords the Fund
an opportunity to earn interest on the amount of the loan and on the loaned
securities' collateral. Loans of portfolio securities may not exceed 33 1\3%
of the value of the Fund's total assets, and the Fund will receive collateral
consisting of cash or, as to Dreyfus Cash Management Plus, cash equivalents,
U.S. Government securities, or other high quality liquid debt securities, or,
as to Dreyfus Government Prime Cash Management, U.S. Treasury securities,
which will be maintained at all times in an amount equal to at least 100% of
the current market value of the loaned securities. Such loans are terminable
by a Fund at any time upon specified notice. Each Fund might experience risk
of loss if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may purchase
its portfolio securities on a forward commitment or when-issued basis, which
means that delivery and payment take place a number of days after the date of
the commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. The Fund will commit to purchase
such securities 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. The Fund will set aside in a segregated account permissible
liquid assets at least equal at all times to the amount of the commitment.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES _ Each Fund may invest in U.S. Treasury securities
which include Treasury Bills, Treasury Notes and Treasury Bonds that differ
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.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT PRIME CASH MANAGEMENT) _ Each of these Funds, in addition to U.S.
Treasury securities, may invest in securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities. Some obligations issued
or guaranteed by U.S. Government agencies and instrumentalities are supported
by the full faith and credit of the U.S. Treasury; others by the right of the
issuer to borrow from the Treasury; others by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others only by the credit of the agency or
instrumentality. These securities bear fixed, floating or variable rates of
interest. While the U.S. Government currently 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.
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may enter
into repurchase agreements with certain banks or non-bank dealers. In a
repurchase agreement, the Fund buys, and the seller agrees to repurchase, a
security at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement thereby determines the yield during the
purchaser's holding period, while the seller's obligation to repurchase is
secured by the
[Page 14]
value of the underlying security. Repurchase agreements could involve risks
in the event of a default or insolvency of the other party to the agreement,
including possible delays or restrictions upon the Fund's ability to dispose
of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may purchase
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign subsidiaries or
foreign branches (such as London branches) of domestic banks, domestic and
foreign branches of foreign banks, domestic savings and loan associations,
and other banking institutions. With respect to such securities issued by
foreign subsidiaries or foreign branches of domestic banks, and domestic and
foreign branches of foreign banks, the Fund may be subject to additional
investment risks that are different in some respects from those incurred by a
fund which invests only in debt obligations of U.S. domestic issuers. See
"Description of the Funds _ Investment Considerations and Risks _ Foreign
Securities."
Certificates of deposit are negotiable certificates evidencing 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.
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 the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT PLUS) _ Commercial paper consists
of short-term, unsecured promissory notes issued to finance short-term credit
needs. The commercial paper purchased by the Fund will consist only of direct
obligations. The other corporate obligations in which the Fund may invest
consist of high quality, U.S. dollar denominated short-term bonds and notes
(including variable amount master demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are 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, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. 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,
plus accrued interest. 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.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institutions providing the credit support.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
[Page 15]
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A 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 16]
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[Page 17]
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[Page 18]
Copy Rights 1998 Dreyfus Service Corporation RB/CMGTP0698
[Page 19]
Prospectus
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Prime Cash Management
Dreyfus Treasury Prime Cash Management
Participant Shares
Dreyfus
DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT
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
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
JUNE 1, 1998
(FOR INSTITUTIONAL SHARES, ADMINISTRATIVE SHARES, INVESTOR SHARES AND
PARTICIPANT SHARES)
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
for each class of shares of each Fund listed above (each, a "Fund"), each
dated June 1, 1998, as each may be revised from time to time. Dreyfus
Government Cash Management and Dreyfus Government Prime Cash Management are
separate series of Dreyfus Government Cash Management Funds (the "Company"),
an open-end, management investment company. Each other Fund is a separate
open-end, management investment company. To obtain a copy of the Prospectus
for a class of shares of a Fund, 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 a Fund at the above address or call toll free 1-800-
554-4611 to obtain a copy of a Fund Prospectus.
The Dreyfus Corporation (the "Manager") serves as each Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of each Fund's shares.
Each Fund is a separate investment portfolio, each with operations and
results which are unrelated to those of each other Fund. This combined
Statement of Additional Information has been provided for investors'
convenience to provide investors the opportunity to consider nine investment
choices in one document.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies ...............B-3
Management of the Funds ....................................B-20
Management Agreements ......................................B-25
How to Buy Shares ..........................................B-28
Service Plans ..............................................B-29
Shareholder Services Plans .................................B-31
How to Redeem Shares .......................................B-31
Determination of Net Asset Value ...........................B-32
Shareholder Services .......................................B-34
Dividends, Distributions and Taxes .........................B-35
Portfolio Transactions .....................................B-35
Yield Information ..........................................B-36
Information About the Funds ................................B-39
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors .........................B-40
Financial Statements and Reports of Independent Auditors ...B-40
Appendix A .................................................B-41
Appendix B .................................................B-43
Appendix C .................................................B-47
Appendix D .................................................B-61
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in conjunction
with the sections of each Prospectus entitled "Description of the Funds" and
"Appendix."
Portfolio Securities
U.S. Government Securities. (Dreyfus Cash Management, Dreyfus Cash
Management Plus, Dreyfus Government Cash Management, and Dreyfus Government
Prime Cash Management) Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the U.S.
Treasury; others by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others
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.
Bank Securities. (Dreyfus Cash Management and Dreyfus Cash Management
Plus) 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. 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 obligations may include uninsured, direct obligations bearing
fixed, floating or variable interest rates.
Each Fund may invest in time deposits and certificates of deposit
("CDs") issued by domestic banks having total assets in excess of $1 billion
or by London branches of such domestic banks, and with respect to Dreyfus
Cash Management Plus only, foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks. Each
Fund also is authorized to purchase CDs issued by banks, savings and loan
associations and similar institutions with less than $1 billion in assets,
the deposits of which are insured by the Federal Deposit Insurance
Corporation ("FDIC"), provided the Fund purchases any such CD in a principal
amount of no more than $100,000, which amount would be fully insured by the
Bank Insurance Fund or the Savings Association Insurance Fund administered
by the FDIC. Interest payments on such a CD are not insured by the FDIC.
The Fund would not own more than one such CD per such issuer.
Domestic commercial banks organized under Federal law are supervised
and examined by the Comptroller of the Currency and are required to be
members of the Federal Reserve System and to have their deposits insured by
the FDIC. Domestic banks organized under state law are supervised and
examined by state banking authorities but are members of the Federal Reserve
System only if they elect to join. In addition, state banks whose CDs may
be purchased by the Fund are insured by the FDIC (although such insurance
may not be of material benefit to the Fund, depending on the principal
amount of the CDs of each bank held by the Fund) and are subject to Federal
examination and to a substantial body of Federal law and regulation. As a
result of Federal and state laws and regulations, domestic branches of
domestic banks whose CDs may be purchased by the Fund generally, among other
things, are required to maintain specified levels of reserves and are
subject to other supervision and regulation designed to promote financial
soundness. However, not all of such laws and regulations apply to the
foreign branches of domestic banks.
CDs held by the Fund, other than those issued by banks with less than
$1 billion in assets as described above, do not benefit materially, and time
deposits do not benefit at all, from insurance from the Bank Insurance Fund
or the Savings Association Insurance Fund administered by the FDIC.
Obligations of foreign branches and foreign subsidiaries of domestic
banks, and domestic and foreign branches of foreign banks, such as CDs and
time deposits ("TDs"), may be general obligations of the parent banks in
addition to the issuing branch, or may be limited by the terms of a specific
obligation and governmental regulation. Such obligations are subject to
different risks than are those of domestic banks. These risks include
foreign economic and political developments, foreign governmental
restrictions that may adversely affect payment of principal and interest on
the obligations, foreign exchange controls and foreign withholding and other
taxes on interest income. Foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory requirements that
apply to domestic banks, such as mandatory reserve requirements, loan
limitations, and accounting, auditing and financial recordkeeping
requirements. In addition, less information may be publicly available about
a foreign branch of a domestic bank or about a foreign bank than about a
domestic bank.
Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation or by Federal or state
regulation as well as governmental action in the country in which the
foreign bank has its head office. A domestic branch of a foreign bank with
assets in excess of $1 billion may or may not be subject to reserve
requirements imposed by the Federal Reserve System or by the state in which
the branch is located if the branch is licensed in that state.
In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches") may be
required to: (1) pledge to the regulator, by depositing assets with a
designated bank within the state, a certain percentage of their assets as
fixed from time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a specified
percentage of the aggregate amount of liabilities of the foreign bank
payable at or through all of its agencies or branches within the state. The
deposits of Federal and State Branches generally must be insured by the FDIC
if such branches take deposits of less than $100,000.
In view of the foregoing factors associated with the purchase of CDs
and TDs issued by foreign branches or foreign subsidiaries of domestic
banks, or by foreign branches or domestic branches of foreign banks, the
Manager carefully evaluates such investments on a case-by-case basis.
Repurchase Agreements. (Dreyfus Cash Management, Dreyfus Cash
Management Plus, Dreyfus Government Cash Management, and Dreyfus Treasury
Cash Management) In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines
the yield during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the underlying security.
Each Fund's custodian or sub-custodian will have custody of, and will hold
in a segregated account, securities acquired by such 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, each of
these Funds will enter into repurchase agreements only with domestic banks
with total assets in excess of $1 billion, or primary government securities
dealers reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which such 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. Repurchase agreements could
involve risks in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon a Fund's
ability to dispose of the underlying securities.
Municipal Obligations. (Dreyfus Municipal Cash Management Plus,
Dreyfus Tax Exempt Cash Management, and Dreyfus New York Municipal Cash
Management (the "Tax Exempt Funds")) The average distribution of
investments (at value) in Municipal Obligations by ratings as of January 31,
1998, computed on a monthly basis, were as follows:
<TABLE>
Percentage of Value
--------------------
Dreyfus
Municipal
Fitch IBCA, Moody's Investors Standard & Poor's Cash Dreyfus Dreyfus New York
Inc. Service, Inc. Ratings Group Management Tax Exempt Municipal
("Fitch") or ("Moody's") or ("S&P") Plus Cash Management Cash Management
- ---------- ------------------ ------------------- ---------- -------------------------------
<S> <C> <C> <C> <C> <C>
F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1, 97.3% 94.8% 94.2%
P-1 A-1+/1-A
F-2 VMIG 2/MIG 2, P2 SP-2, A2 .2% 1.7% -
AAA/AA Aaa/Aa AAA/AA - 1.6% .2%
Not Rated Not Rated Not Rated 2.5%* 1.9%* 5.6% *
------- ------ ------
100.0% 100.0% 100.0%
_______________________________
Included in the Not Rated category are securities comprising 2.5%, 1.9% and
5.6% of the market value of Dreyfus Municipal Cash Management Plus, Dreyfus Tax
Exempt Cash Management, and Dreyfus New York Municipal Cash Management,
respectively, which, while not rated, have been determined by the Manager to be
of comparable quality to securities in the VMIG 1/MIG 1 or SP-1+/SP-1 rating
categories.
</TABLE>
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 sewage or solid waste
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 obligations 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, as amended (the "1940 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 management fee and the fees paid under each Fund's
Service Plan with respect to Administrative Shares, Investor Shares and
Participant Shares, 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. Each Tax Exempt Fund will seek to
minimize these risks by investing only in those lease obligations that (1)
are rated in one of the two highest 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, no Fund
will invest more than 10% of the value of its net assets in lease
obligations that are illiquid and in other illiquid securities.
Ratings of Municipal Obligations. (Tax Exempt Funds) If, subsequent
to its purchase by a Tax Exempt 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 may
change as a result of changes in such organizations or their rating systems,
each Tax Exempt Fund will attempt to use comparable ratings as standards for
its investments in accordance with the investment policies contained in the
Funds' Combined Prospectuses 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 portfolio 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. (Tax Exempt Funds) The taxable investments in
which Tax Exempt Funds may invest include U.S. Government securities,
commercial paper, certificates of deposit, time deposits, bankers'
acceptances and repurchase agreements. Commercial paper consists of short-
term, unsecured promissory notes issued to finance short-term credit needs.
See also "U.S. Government Securities," "Bank Securities," and "Repurchase
Agreements" above. The bank obligations which may be purchased by the Tax
Exempt Funds include those issued by other foreign branches of domestic
banks in addition to London branches.
Illiquid Securities. (All Funds) Where a substantial market of
qualified institutional buyers develops for certain restricted securities
purchased by a Fund pursuant to Rule 144A under the Securities Act of 1933,
as amended, such Fund intends to treat such securities as liquid securities
in accordance with procedures approved by the Fund's Board. Because it is
not possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, each Fund's Board has
directed the Manager to monitor carefully the Fund's investments in such
securities with particular regard to trading activity, availability of
reliable price information and other relevant information. To the extent
that, for a period of time, qualified institutional buyers cease purchasing
restricted securities pursuant to Rule 144A, a Fund's investing in such
securities may have the effect of increasing the level of illiquidity in the
Fund's portfolio during such period.
Management Policies
Lending Portfolio Securities. (Dreyfus Cash Management Plus, Dreyfus
Government Cash Management, and Dreyfus Government Prime Cash Management)
In connection with its securities lending practices, the Fund may return to
the borrower or a third party which is unaffiliated with the Fund, and which
is acting as a "placing broker," a part of the interest earned from the
investment of collateral received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value of
the securities rises above the level of such collateral; (3) the Fund must
be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any interest or other
distributions payable on the loaned securities, and any increase in market
value; and (5) the Fund may pay only reasonable custodian fees in connection
with the loan.
Reverse Repurchase Agreements. (Dreyfus Cash Management Plus) To the
extent the Fund enters into a reverse repurchase agreement, the Fund will
maintain in a segregated account permissible liquid assets at least equal to
the aggregate amount of its reverse repurchase obligations, plus accrued
interest, in certain cases, in accordance with releases promulgated by the
Securities and Exchange Commission. The Securities and Exchange Commission
views reverse repurchase transactions as collateralized borrowings by the
Fund, and pursuant to the 1940 Act, the Fund must maintain continuous asset
coverage (that is, total assets including borrowings, less liabilities
exclusive of borrowings) of 300% of the amount borrowed. If the required
coverage should decline as a result of market fluctuations or other reasons,
the Fund may be required to sell some of its portfolio securities within
three days to reduce the amount of its borrowings and restore the 300% asset
coverage, even though it may be disadvantageous from an investment
standpoint to sell securities at that time.
Forward Commitments. (Dreyfus Cash Management Plus and each Tax Exempt
Fund) Each of these Funds may purchase its portfolio securities on a
forward commitment or when-issued basis. Securities purchased in this
manner are subject to changes in value (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. Securities purchased on a when-issued basis may
expose the Fund to risks because they may experience such fluctuations prior
to their actual delivery. Purchasing securities 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. Purchasing securities 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.
Investment Considerations and Risks
Investing in New York Municipal Obligations. (Dreyfus New York
Municipal Cash Management) Each investor should consider carefully the
special risks inherent in investing in New York Municipal Obligations by the
Fund. These risks result from the financial condition of New York State and
certain of its public bodies and municipalities, including New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or
a failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income
to the Fund could be adversely affected. Moreover, the national recession
and the significant slowdown in the New York and regional economies in the
early 1990s added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal years 1993
through 1997, the State recorded balanced budgets on a cash basis, with
positive fund balances in the General Fund. New York State ended its 1996-
97 fiscal year on March 31, 1997 in balance on a cash basis, with a cash
surplus in the General Fund of approximately $1.4 billion. There can be no
assurance that New York will not face substantial potential budget gaps in
future years. Investors should review "Appendix C" which more fully sets
forth these and other risk factors.
Investment Restrictions
Dreyfus Cash Management. Dreyfus Cash Management has adopted
investment restrictions numbered 1 through 11 as fundamental policies, which
cannot be changed without approval by the holders of a majority (as defined
in the 1940 Act) of the Fund's outstanding voting shares. Investment
restrictions numbered 12 and 13 are not fundamental policies and may be
changed by vote of a majority of the Fund's Board members at any time.
Dreyfus Cash Management 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 15% 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. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus.
8. 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 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.
9. Invest less than 25% of its assets in securities issued by banks
or invest more than 25% of its assets in the securities of issuers in any
other industry, provided that there shall be no limitation on the purchase
of obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Notwithstanding the foregoing, for temporary defensive
purposes the Fund may invest less than 25% of its assets in bank
obligations.
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.
12. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
* * * *
Dreyfus Cash Management Plus Dreyfus Cash Management Plus has adopted
investment restrictions numbered 1 through 11 as fundamental policies, which
cannot be changed without approval by the holders of a majority (as defined
in the 1940 Act) of the Fund's outstanding voting shares. Investment
restrictions numbered 12 and 13 are not fundamental policies and may be
changed by vote of a majority of the Fund's Board members at any time.
Dreyfus Cash Management Plus 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 (i) from banks for temporary or emergency
(not leveraging) purposes in an amount up to 15% 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 and (ii) in connection with the entry into reverse
repurchase agreements to the extent described in the Fund's Prospectus.
While borrowings described in clause (i) exceed 5% of the value of the
Fund's total assets, the Fund will not make any additional investments.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus and except that the Fund may lend
its portfolio securities in an amount not to exceed 33-1/3% of the value of
its total assets. Any loans of portfolio securities will be made according
to guidelines established by the Securities and Exchange Commission and the
Fund's Directors.
8. 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 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.
9. Invest less than 25% of its total assets in securities issued by
banks or invest more than 25% in the securities of issuers in any other
industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Notwithstanding the foregoing, for temporary defensive
purposes the Fund may invest less than 25% of its assets in bank
obligations.
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.
12. Pledge, mortgage, hypothecate or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
* * * *
Dreyfus Government Cash Management. Dreyfus Government Cash Management
has adopted investment restrictions numbered 1 through 10 as fundamental
policies, which cannot be changed without approval by the holders of a
majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. Investment restrictions numbered 11 and 12 are not fundamental
policies and may be changed by a vote of a majority of the Fund's Board
members at any time. Dreyfus Government Cash Management 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 15% 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. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. 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.
8. 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.
9. Invest in companies for the purpose of exercising control.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
* * * *
Dreyfus Government Prime Cash Management. Dreyfus Government Prime
Cash Management has adopted investment restrictions numbered 1 through 6 as
fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the 1940 Act) of the Fund's outstanding
voting shares. Investment restrictions numbered 7 through 11 are not
fundamental policies and may be changed by vote of a majority of the Fund's
Board members at any time. Dreyfus Government Prime Cash Management may
not:
1. Borrow money, except to the extent permitted under the 1940 Act,
which currently limits borrowings to up to 33-1/3% of the value of the
Fund's total assets.
2. Purchase securities on margin.
3. Act as underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of
1933, as amended, by virtue of disposing of portfolio securities.
4. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests, but the Fund may purchase
and sell securities that are secured by real estate or issued by companies
that deal in real estate.
5. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus. However, the Fund may lend its
portfolio securities in an amount not to exceed 33-1/3% of the value of its
total assets. Any loans of portfolio securities will be made in accordance
with guidelines established by the Securities and Exchange Commission and
the Fund's Board.
6. 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, it agencies or instrumentalities.
7. Purchase common stocks, preferred stocks, warrants or other equity
securities.
8. Write or purchase put or call options or combinations thereof,
except that the Fund may purchase and sell "obligations with puts attached"
in accordance with its stated investment policies.
9. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
10. Enter into repurchase agreements.
11. Purchase securities which are illiquid if, in the aggregate, more
than 10% of the value of the Fund's net assets would be so invested.
* * * *
Dreyfus Treasury Cash Management. Dreyfus Treasury Cash Management has
adopted investment restrictions numbered 1 through 9 as fundamental
policies, which cannot be changed without approval by the holders of a
majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. Investment restrictions numbered 10 and 11 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board
members at any time. Dreyfus Treasury Cash Management 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 15% 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. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
6. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus.
7. 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.
8. Invest in companies for the purpose of exercising control.
9. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
10. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
11. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
* * * *
Dreyfus Treasury Prime Cash Management. Dreyfus Treasury Prime Cash
Management has adopted investment restrictions numbered 1 through 10 as
fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the 1940 Act) of the Fund's outstanding
voting shares. Investment restrictions numbered 11 and 12 are not
fundamental policies and may be changed by vote of a majority of the Fund's
Board members at any time. Dreyfus Treasury Prime Cash Management 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 15% 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. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others except through the purchase of debt
obligations referred to in the Prospectus.
8. 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 and guaranteed by the U.S.
Government.
9. Invest in companies for the purpose of exercising control.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
* * * *
Dreyfus Municipal Cash Management Plus. Dreyfus Municipal Cash
Management Plus has adopted investment restrictions numbered 1 through 10 as
fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the 1940 Act) of the Fund's outstanding
voting shares. Investment restriction number 11 is not a fundamental policy
and may be changed by vote of a majority of the Fund's Board members at any
time. Dreyfus Municipal Cash Management Plus 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 15% 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 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 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.
7. 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.
8. Invest more than 5% of its assets in the obligations of any
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
limitation.
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 the purchase of Municipal Obligations and, for temporary
defensive purposes, obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
Notwithstanding investment restrictions numbered 1, 3 and 6, 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 number 9, 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."
* * * *
Dreyfus Tax Exempt Cash Management. Dreyfus Tax Exempt Cash Management
has adopted investment restrictions numbered 1 through 10 as fundamental
policies, which cannot be changed without approval by the holders of a
majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. Investment restrictions numbered 11 and 12 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board
members at any time. Dreyfus Tax Exempt Cash Management 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 15% 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. Sell securities short or purchase securities on margin.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
Notwithstanding investment restrictions numbered 1, 5 and 11, 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 number 8, 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."
* * * *
Dreyfus New York Municipal Cash Management. Dreyfus New York Municipal
Cash Management has adopted investment restrictions numbered 1 through 9 as
fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the 1940 Act) of the Fund's outstanding
voting shares. Investment restriction number 10 is not a fundamental policy
and may be changed by vote of a majority of the Fund's Board members at any
time. Dreyfus New York Municipal Cash Management 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 15% 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 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 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.
7. 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.
8. 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, obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.
9. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
10. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
Notwithstanding investment restrictions numbered 1, 3 and 6, 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 number 8, 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."
* * * *
All Funds. If a percentage restriction is adhered to at the time of
investment by a Fund, a later increase or decrease in percentage resulting
from a change in values or assets will not constitute a violation of that
Fund's restriction.
Each Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should a 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 FUNDS
Board members and officers of each Fund, together with information as
to their principal business occupations during at least the last five years,
are shown below.
Board Members of the Funds
JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He is
also a director of Noel Group, Inc., a venture capital company (for
which, from February 1995 until November 1997, he was Chairman of
the Board). The Muscular Dystrophy Association, HealthPlan Services
Corporation, a provider of marketing, administrative, and risk
management services for health and other benefit programs, Carlyle
Industries, Inc. (formerly, Belding Heminway Company, Inc.), a
button packager and distributor, and Century Business Services,
Inc., a provider of outsourcing functions to small and medium size
businesses, and Career Blazers, Inc. (formerly, Staffing Resources),
a temporary placement firm. For more than five years prior to
January 1995, he was President, a director and, until August 1994,
Chief Operating Officer, of the Manager, and Executive Vice
President and a director of Dreyfus Service Corporation, a wholly-
owned subsidiary of the Manager and, until August 24, 1994, the
Funds' distributor. From August 1994 to December 31, 1994, he was a
director of Mellon Bank Corporation. He is 54 years old and his
address is 200 Park Avenue, New York, New York 10166.
DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of
Governors, an independent board within the United States Information
Agency, since August 1995. From August 1994 through December 31,
1994, Mr. Burke was a consultant to the Manager and, from October
1990 to August 1994, he was Vice President and Chief Administrative
Officer of the Manager. From 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. He is 62 years old and his address is Box 654,
Eastham, Massachusetts 02642.
ISABEL P. DUNST, Board Member. Partner in the law firm of Hogan & Hartson
since 1990. From 1986 to 1990, she was Deputy General Counsel of the
United States Department of Health and Human Services. Until May
1996, she was a Trustee of the Clients' Security Fund of the District
of Columbia Bar and President of Temple Sinai. She is 51 years old
and her address is c/o Hogan & Hartson, Columbia Square, 555
Thirteenth Street, N.W., Washington, D.C. 20004-1109.
LYLE E. GRAMLEY, Board Member. Consulting economist, since June 1992, and,
from 1985 to May 1992, Senior Staff Vice President and Chief
Economist, of Mortgage Bankers Association of America. Since
February 1993, Mr. Gramley has served as a director of CWM Mortgage
Holdings, Inc. and, since February 1996, as a director of NUWave
Technologies, Inc. From 1980 to 1985, he was a member of the Board
of Governors of the Federal Reserve System. He is 71 years old and
his address is 12901 Three Sisters Road, Potomac, Maryland 20854.
WARREN B. RUDMAN, Board Member. Since January 1993, Partner in the law firm
Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Rudman also is a
director of Prime Succession, Inc., Collins & Aikman Corporation,
Chubb Corporation and the Raytheon Company; and a trustee of Boston
College. He is also Chairman of the President's Foreign Intelligence
Advisory Board and a member of the Senior Advisory Board of the
Institute of Politics of the Kennedy School of Government at Harvard
University. From January 1981 to January 1993, Mr. Rudman served as
a United States Senator from the State of New Hampshire. From
January 1993 to December 1994, Mr. Rudman served as Vice Chairman of
the Federal Reserve Bank of Boston. He is 68 years old and his
address is 1615 L Street, N.W., Suite 1300, Washington D.C. 20036.
For so long as a Fund's plan described in the sections captioned
"Service Plans" or "Shareholder Services Plans" remains in effect, the Board
members of such Fund who are not "interested persons" of the Fund, as
defined in the 1940 Act, will be selected and nominated by the Board members
who are not "interested persons" of the Fund.
Board members of each Fund are entitled to receive an annual retainer
and a per meeting fee and reimbursement for their expenses. The Chairman of
the Board receives an additional 25% of such compensation. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amounts of
compensation payable to each Board member by the Company and by each other
Fund for the fiscal year ended January 31, 1998 and by all funds in the
Dreyfus Family of Funds for which such person is a Board member (the number
of which is set forth in parenthesis next to each Board member's total
compensation) for the year ended December 31, 1997, are set forth below.
<TABLE>
<CAPTION>
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex
Member and Fund Fund(*)(+) paid
to Board Member
<S> <C> <C> <C>
Joseph S. DiMartino $597,128 (94)
Dreyfus Cash Management $7,500
Dreyfus Cash Management Plus, Inc. $7,500
Dreyfus Government Cash Management Funds $8,125
Dreyfus Treasury Cash Management $7,500
Dreyfus Treasury Prime Cash Management $7,500
Dreyfus Municipal Cash Management Plus $6,875
Dreyfus Tax Exempt Cash Management $6,875
Dreyfus New York Municipal Cash Management $4,375
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex
Member and Fund Fund(*)(+) paid
to Board Member
David W. Burke $239,500 (51)
Dreyfus Cash Management $6,000
Dreyfus Cash Management Plus, Inc. $6,000
Dreyfus Government Cash Management Funds $6,500
Dreyfus Treasury Cash Management $6,000
Dreyfus Treasury Prime Cash Management $6,000
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus New York Municipal Cash Management $3,500
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex
Member and Fund Fund(*)(+) paid
to Board Member
Isabel P. Dunst $45,000 (8)
Dreyfus Cash Management $6,000
Dreyfus Cash Management Plus, Inc. $6,000
Dreyfus Government Cash Management Funds $6,500
Dreyfus Treasury Cash Management $6,000
Dreyfus Treasury Prime Cash Management $6,000
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus New York Municipal Cash Management $3,500
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex
Member and Fund Fund(*)(+) paid
to Board Member
Lyle E. Gramley $45,000 (8)
Dreyfus Cash Management $6,000
Dreyfus Cash Management Plus, Inc. $6,000
Dreyfus Government Cash Management Funds $6,500
Dreyfus Treasury Cash Management $6,000
Dreyfus Treasury Prime Cash Management $6,000
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus New York Municipal Cash Management $3,500
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex
Member and Fund Fund(*)(+) paid
to Board Member
Warren B. Rudman $89,000 (18)
Dreyfus Cash Management $6,000
Dreyfus Cash Management Plus, Inc. $6,000
Dreyfus Government Cash Management (Funds) $6,500
Dreyfus Treasury Cash Management $6,000
Dreyfus Treasury Prime Cash Management $6,000
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus New York Municipal Cash Management $3,500
___________________________
(*) Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $637.45 with respect to each Fund.
(+) The aggregate compensation payable to each Board member by each Fund
was paid by the Manager. See "Management Agreements."
Officers of the Funds
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., an officer of other investment companies
advised or administered by the Manager. She is 40 years old.
MICHAEL S. PETRUCELLI, Vice President, Assistant Treasurer and Assistant
Secretary. Senior Vice President of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From December 1989 through November 1996, he was employed by
GE Investments where he held various financial, business development
and compliance positions. He also served as Treasurer of the GE Funds
and as a director of GE Investment Services. He is 36 years old.
RICHARD W. INGRAM, Vice President and Assistant Treasurer. Executive Vice
President of the Distributor and Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From March 1994 to November 1995, he was Vice President and
Division Manager for First Data Investor Services Group. From 1989 to
1994, he was Vice President, Assistant Treasurer and Tax Director -
Mutual Funds of The Boston Company, Inc. He is 42 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of
the Distributor and Funds Distributor, Inc. and an officer of other
investment companies advised or administered by the Manager. From
September 1989 to July 1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc. She is 34 years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 35 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
April 1993 to January 1995, he was a Senior Fund Accountant for
Investors Bank & Trust Company. From December 1991 to March 1993, he
was employed as a Fund Accountant at The Boston Company, Inc. He is 27
years old.
CHRISTOPHER J. KELLEY. Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of Funds Distributor,
Inc., and an officer of other investment companies advised or
administered by the Manager. From April 1994 to July 1996, he was
Assistant Counsel at Forum Financial Group. From October 1992 to March
1994, he was employed by Putnam Investments in legal and compliance
capacities. He is 33 years old.
KATHLEEN M. MORRISEY. Vice President and Assistant Secretary. Vice
President and Assistant Secretary of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From July 1994 to November 1995, she was a Fund Accountant
for Investors Bank & Trust Company. She is 25 years old.
ELBA VASQUEZ, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
March 1990 to May 1996, she was employed by U.S. Trust Company of New
York where she held various sales and marketing positions. She is 36
years old.
The address of each officer of the Funds is 200 Park Avenue, New York,
New York 10166.
Each Fund's Board members and officers, as a group, owned less than 1%
of the Fund's shares outstanding on May 12, 1998.
Set forth in "Appendix D" to this Statement of Additional Information
are the shareholders known by each Fund (as indicated) to own of record 5%
or more of such Fund's Institutional Shares, Administrative Shares, Investor
Shares or Participant Shares outstanding on May 12, 1998.
A shareholder who beneficially owns, directly or indirectly, more than
25% of the Fund's voting securities may be deemed a "control person" (as
defined in the 1940 Act) of the Fund.
MANAGEMENT AGREEMENTS
The following information supplements and should be read in conjunction
with the section in each Prospectus entitled "Management of the Funds."
The Manager provides management services pursuant to separate
Management Agreements (respectively, the "Agreement") dated August 24, 1994
with each Fund. As to each Fund, the Agreement is subject to annual approval
by (i) such Fund's Board or (ii) vote of a majority (as defined in the 1940
Act) of such Fund's outstanding voting securities of the Fund, provided that
in either event the continuance also is approved by a majority of the Fund's
Board members who are not "interested persons" (as defined in the 1940 Act)
of the Fund or the Manager, by vote cast in person at a meeting called for
the purpose of voting on such approval. Except as to Dreyfus Government
Prime Cash Management, each Agreement was approved by Fund shareholders on
August 5, 1994, and was last approved by each Fund's Board, including a
majority of the Board members who are not "interested persons" of any party
to the Agreement, at a meeting held on May 20, 1998. With respect to
Dreyfus Government Prime Cash Management, the Agreement was approved by Fund
shareholders on February 27, 1998, and was approved by the Fund's Board at a
meeting held on January 30, 1998. As to each Fund, the Agreement is
terminable without penalty, on not more than 60 days' notice, by the Fund's
Board or by vote of the holders of a majority of such Fund's shares, or, on
not less than 90 days' notice, by the Manager. Each Agreement will
terminate automatically in the event of its assignment (as defined in the
1940 Act).
The following persons are officers and/or directors of the Manager: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, Chief Operating Officer and a director; Stephen E.
Canter, Vice Chairman, Chief Investment Officer and a director; Lawrence S.
Kash, Vice Chairman--Distribution and a director; Ronald P. O'Hanley III,
Vice Chairman; J. David Officer, Vice Chairman; William T. Sandalls, Jr.,
Senior Vice President and Chief Financial Officer; Mark N. Jacobs, Vice
President, General Counsel and Secretary; Patrice M. Kozlowski, Vice
President--Corporate Communications; Mary Beth Leibig, Vice President--Human
Resources; Jeffrey N. Nachman,, Vice President - Mutual Fund Accounting,
Andrew S. Wasser, Vice President--Information Systems; William V. Healey,
Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt, Frank V.
Cahouet, and Richard F. Syron, directors.
The Manager manages each Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board. The Manager is responsible for investment decisions, and provides
each Fund with portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The portfolio managers of Dreyfus Cash
Management, Dreyfus Cash Management Plus, Dreyfus Government Cash
Management, Dreyfus Government Prime Cash Management, Dreyfus Treasury Cash
Management, and Dreyfus Treasury Prime Cash Management (collectively, the
"Taxable Funds") are Bernard Kiernan, Patricia A. Larkin, and Thomas
Riordan. The portfolio managers of Tax Exempt Funds are Joseph P. Darcy, A.
Paul Disdier, Douglas J. Gaylor, Karen M. Hand, Stephen C. Kris, Richard J.
Moynihan, Michael Petty, Jill C. Shaffro, Samuel J. Weinstock, and Monica S.
Weiboldt. The Manager also maintains a research department with a
professional staff of portfolio managers and securities analysts who provide
research services for each Fund and for other funds advised by the Manager.
The Manager maintains office facilities on behalf of each Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds. 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, each
Fund has agreed to pay the Manager a monthly management fee at the annual
rate of .20 of 1% of the value of such Fund's average daily net assets. All
fees and expenses are accrued daily and deducted before declaration of
dividends to investors. Set forth below are the total amounts paid by each
Fund to the Manager for each Fund's last three fiscal years and, with
respect to Dreyfus Cash Management Plus, Dreyfus Treasury Cash Management,
Dreyfus Treasury Prime Cash Management, Dreyfus Municipal Cash Management
and Dreyfus New York Municipal Cash Management*, for the stated period ended
January 31, 1998 (no information is provided for Dreyfus Government Prime
Cash Management, which has not completed its first fiscal year):
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Ended January 31,
1998 1997 1996
<S> <C> <C> <C>
Dreyfus Cash Management $ 7,570,522 $6,271,157 $5,179,993
Dreyfus Government Cash
Management $10,665,030 $10,873,643 $8,865,414
Dreyfus Tax Exempt Cash
Management $3,136,936 $2,873,913 $2,960,202
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Four Month
Ended Period Ended Fiscal Year Ended September 30,
January 31, 1998 January 31, 1997 1996 1995
Dreyfus Cash
Management
<S> <C> <C> <C> <C>
Plus* $14,788,809 $4,417,546 $11,722,426 $8,013,464
Fiscal Year Eleven Month
Ended Period Ended Fiscal Year Ended February 28/29,
January 31, 1998 January 31, 1997 1996 1995
Dreyfus Treasury
Prime Cash
Management* $6,765,077 $6,363,231 $6,907,593 $7,620,458
Fiscal Year Six Month
Ended Period Ended Fiscal Year Ended
July 31,
January 31, 1998 January 31, 1997 1996 1995
Dreyfus Treasury Cash
Management* $6,593,106 $2,984,786 $5,232,465 $3,914,096
Dreyfus New York
Municipal Cash
Management* $ 347,831 $ 150,092 $ 210,603 $ 17,769
Fiscal Year One Month
Ended Period Ended Fiscal Year Ended
December 31,
January 31, 1998 January 31, 1997 1996 1995
Dreyfus Municipal
Cash Management
Plus* $ 403,000 $ 32,580 $ 459,763 $ 461,349
</TABLE>
* Dreyfus Cash Management Plus changed its fiscal year end from September 30
to January 31. Dreyfus Treasury Cash Management and Dreyfus New York Municipal
Cash Management each changed their fiscal year end from July 31 to January 31.
Dreyfus Municipal Cash Management Plus changed its fiscal year end from December
31 to January 31, and Dreyfus Treasury Prime Cash Management changed its fiscal
year end from the last day of February to January 31.
As to each Fund, 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 all 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 borne by the Fund: (i) the management fee payable
monthly at the annual rate of .20 of 1% of the value of the Fund's average
daily net assets and (ii) as to Administrative Shares, Investor Shares and
Participant Shares, payments made pursuant to the Fund's Service Plan with
respect to each such class of shares at the annual rate set forth in the
Service Plan. See "Service Plans."
In addition, each 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.
HOW TO BUY SHARES
The following information supplements and should be read in conjunction
with the section in each Prospectus entitled "How to Buy Shares."
The Distributor. The Distributor serves as each Fund's distributor on
a best efforts basis 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. Dreyfus Transfer, Inc., each 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 an 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 Fund's Custodian.
SERVICE PLANS
(ADMINISTRATIVE SHARES, INVESTOR SHARES AND
PARTICIPANT SHARES ONLY)
The following information supplements and should be read in conjunction
with the section in each Prospectus for Administrative Shares, Investor
Shares or Participant Shares, respectively, entitled "Service Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 1940 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 Board has
adopted a separate plan (the "Service Plan") with respect to each Fund's
Administrative Shares, Investor Shares and Participant Shares pursuant to
which the Fund reimburses the Distributor for distributing such classes of
shares and pays the Manager, Dreyfus Service Corporation and any affiliate
of either of them (collectively, "Dreyfus") for advertising and marketing
and for providing certain services to shareholders of the respective class
of shares. Under the Service Plan, as to each relevant class, the
Distributor and Dreyfus may make payments to certain financial institutions,
securities dealers and other financial industry professionals (collectively,
"Service Agents") in respect to these services. The Board believes that
there is a reasonable likelihood that each Fund's Service Plan will benefit
such Fund and the holders of its Administrative Shares, Investor Shares and
Participant Shares.
A quarterly report of the amounts expended under each Service Plan, and
the purposes for which such expenditures were incurred, must be made to the
respective Board for its review. In addition, each Service Plan provides
that it may not be amended to increase materially the costs which holders of
Administrative Shares, Investor Shares, or Participant Shares may bear
pursuant to the Service Plan without the approval of the holders of such
class of shares and that other material amendments of the Service Plan must
be approved by the Board, and by the Board members who are not "interested
persons" (as defined in the 1940 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.
Each Service Plan is subject to annual approval by such vote of its Board
members cast in person at a meeting called for the purpose of voting on the
Service Plan. Board members of each Fund other than Dreyfus Government
Prime Cash Management last so approved the Fund's Service Plan at a meeting
held on May 20, 1998. As to Dreyfus Government Prime Cash Management, Board
members approved the Service Plan on January 30, 1998. Each Service Plan
may be terminated at any time as to a class of shares by vote of a majority
of the Board members 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 such class of shares.
Set forth below are the total amounts paid by each Fund pursuant to its
Service Plan to (i) the Distributor as reimbursement for distributing
Administrative Shares, Investor Shares, and Participant Shares ("Distributor
Payments") and (ii) Dreyfus for advertising and marketing and for providing
services to holders of such classes of shares ("Dreyfus Payments"), for the
fiscal year ended January 31, 1998 (no information is provided for Dreyfus
Government Prime Cash Management, which has not
completed its first fiscal year):
<TABLE>
<CAPTION>
Total Amount
Name of Fund Paid Pursuant to
and Share Class Service Plan Distributor Payments Dreyfus Payments
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
January 31, 1998 January 31, 1998 January 31, 1998
Dreyfus Cash
Management
<S> <C> <C> <C>
Administrative Shares $ 5,470 $ 5,457 $ 13
Investor Shares $1,247,740 $419,803 $827,937
Participant Shares $ 45,213 $ 42,272 $ 2,941
Dreyfus Cash
Management Plus
Administrative Shares $ 38,235 $ 38,235 $ -
Investor Shares $1,975,540 $1,922,931 $52,609
Participant Shares $ 29,739 $ 29,739 $ -
Dreyfus Government
Cash Management
Administrative Shares $ 86,375 $ 86,375 $ -
Investor Shares $1,542,562 $931,975 $610,587
Participant Shares $ 61,686 $ 49,106 $ 12,580
Dreyfus Treasury
Cash Management
Administrative Shares $ - $ - $ -
Investor Shares $1,177,870 $721,211 $456,659
Participant Shares $ 147,357 $126,216 $ 21,141
Dreyfus Treasury Prime
Cash Management
Administrative Shares $ 1,741 $ 1,741 $ -
Investor Shares $793,090 $793,090 $ -
Participant Shares $185,230 $185,230 $ -
Dreyfus Tax Exempt
Cash Management
Administrative Shares $ 345 $ 345 $ -
Investor Shares $320,042 $242,986 $ 77,056
Participant Shares $ 90,120 $ 90,120 $ -
Dreyfus Municipal
Cash Management Plus
Administrative Shares $ - $ - $ -
Investor Shares $110,912 $108,988 $ 1,924
Participant Shares $ 11,767 $ 9,377 $ 2,390
Dreyfus New York
Municipal Cash
Management
Administrative Shares $ - $ - $ -
Investor Shares $ 32,792 $ 17,246 $ 15,546
Participant Shares $ 2,669 $ 2,664 $ 5
</TABLE>
SHAREHOLDER SERVICES PLANS
(INSTITUTIONAL SHARES ONLY)
The following information supplements and should be read in conjunction
with the section in the Prospectus for Institutional Shares entitled
"Shareholder Services Plan."
Each Fund, as to its Institutional Shares only, has adopted a separate
Shareholder Services Plan (the "Plan") pursuant to which the Fund has agreed
to reimburse Dreyfus Service Corporation for certain allocated expenses of
providing personal services and/or maintaining 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.
A quarterly report of the amounts expended under each Plan and the
purposes for which such expenditures were incurred, must be made to the
respective Board for its review. In addition, each Plan provides that
material amendments of the Plan must be approved by the Fund's Board, and by
the Board members who are not "interested persons" (as defined in the 1940
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. Each Plan is subject
to annual approval by such vote of the Board members of such Fund cast in
person at a meeting called for the purpose of voting on the Plan. Board
members of each Fund, other than Dreyfus Government Prime Cash Management,
last so approved the Fund's Plan at a meeting held on December 10, 1997. As
to Dreyfus Government Prime Cash Management, the Board members approved the
Plan on January 30, 1998. Each Plan is terminable at any time by vote of a
majority of the Board members who are not "interested persons" and have no
direct or indirect financial interest in the operation of the Plan.
The total amounts payable by each Fund pursuant to its Plan with
respect to Institutional Shares for its most recent fiscal year (except as
to Dreyfus Government Prime Cash Management, which has not completed its
first fiscal year) were borne by the Manager pursuant to an agreement in
effect. See "Management Agreements."
HOW TO REDEEM SHARES
The following information supplements and should be read in conjunction
with the section in each Prospectus entitled "How to Redeem 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. 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 transmission:
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. Each Fund has committed 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
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 might be incurred.
Suspension of Redemptions. The right of redemption may be suspended or
the date of payment postponed with respect to any Fund (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 each Prospectus entitled "How to Buy Shares."
Amortized Cost Pricing. The valuation of each 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.
Each Fund's Board 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 Fund's Board, 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, to the extent a Fund is permitted to invest in such
instruments, will be valued at fair value as determined in good faith by the
Fund's Board. With respect to the Tax Exempt Funds, market quotations and
market equivalents used in the Board's review are obtained from an
independent pricing service (the "Service") approved by the Board. The
Service values these Funds' 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 per
share based upon available market quotations or market equivalents and $1.00
per share based on amortized cost will be examined by the Fund's Board. If
such deviation exceeds 1/2 of 1%, the Fund's Board will consider promptly
what action, if any, will be initiated. In the event the Fund's Board
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 and Transfer Agent Closings. The holidays (as
observed) on which both the New York Stock Exchange and the Transfer Agent
are closed currently are: New Year's Day, Martin Luther King Jr. Day,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. The New York Stock Exchange also is closed on Good Friday.
SHAREHOLDER SERVICES
The following information supplements and should be read in conjunction
with the section in each Prospectus entitled "Shareholder Services."
Fund Exchanges. Shares of one class of a Fund may be exchanged for
shares of the same class of another Fund or of Dreyfus Institutional Short
Term Treasury Fund (which offers Institutional Shares and Investor Shares
only). To request an exchange, exchange instructions must be given in
writing or by telephone. By using the Telephone Exchange Privilege, the
investor authorizes the Transfer Agent 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 Transfer Agent
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.
An investor who wishes to redeem shares of one class of shares and
purchase shares of another class of shares of a fund identified above should
contact Dreyfus Institutional Services Division by calling one of the
telephone numbers listed on the cover page of this Statement of Additional
Information, and should obtain a prospectus for the relevant share class
which the investor wishes to purchase.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of one class of a
Fund, shares of the same class of another Fund or of Dreyfus Institutional
Short Term Treasury Fund (which offers Institutional Shares and Investor
Shares only). 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.
Fund Exchanges and the 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 availability of Fund Exchanges or the 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 each 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 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.
Many states grant tax-free status to dividends paid to shareholders of
mutual funds from interest income earned by a fund from direct obligations
of the U.S. Government, subject in some states to minimum investment
requirements that must be met by the fund. Investments in securities issued
by the Government National Mortgage Association or the Federal National
Mortgager Association, bankers' acceptances, commercial paper and repurchase
agreements collateralized by U.S. Government securities do not generally
qualify for tax-free treatment. At the end of each calendar year, as
applicable, investors will be provided with the percentage of any dividends
paid that may qualify for such tax-free treatment. Investors should then
consult with their tax advisers with respect to the application of state and
local laws to these distributions.
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 any Fund for such purchases. Purchases
from underwriters of portfolio securities 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 include the spread
between the bid and asked price. No brokerage commissions have been paid by
any Fund to date.
Transactions are allocated to various dealers by the portfolio managers
of a Fund 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 a 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 each 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.
YIELD INFORMATION
The following information supplements and should be read in conjunction
with the section in each Prospectus entitled "Yield Information."
For the seven-day period ended January 31, 1998, the yield and
effective yield for Institutional Shares, Administrative Shares, Investor
Shares, and Participant Shares of each Fund were as follows (no information
is provided for Dreyfus Government Prime Cash Management, which has not
completed its first fiscal year):
Name of Fund and Class Yield Effective Yield
Dreyfus Cash Management
Institutional Shares 5.51% 5.66%
Administrative Shares 5.41% 5.56%
Investor Shares 5.27% 5.41%
Participant Shares 5.12% 5.25%
Dreyfus Cash Management Plus
Institutional Shares 5.55% 5.70%
Administrative Shares 5.44% 5.59%
Investor Shares 5.28% 5.42%
Participant Shares 5.13% 5.26%
Dreyfus Government Cash Management
Institutional Shares 5.47% 5.62%
Administrative Shares 5.36% 5.50%
Investor Shares 5.23% 5.37%
Participant Shares 5.08% 5.21%
Dreyfus Treasury Cash Management
Institutional Shares 5.29% 5.43%
Administrative Shares 5.19% 5.33%
Investor Shares 5.05% 5.18%
Participant Shares 4.88% 5.00%
Dreyfus Treasury Prime Cash Management
Institutional Shares 5.22% 5.36%
Administrative Shares 5.14% 5.27%
Investor Shares 4.97% 5.09%
Participant Shares 4.83% 4.95%
Dreyfus Municipal Cash Management Plus
Institutional Shares 3.50% 3.56%
Administrative Shares 3.40% 3.46%
Investor Shares 3.26% 3.31%
Participant Shares 3.11% 3.16%
Dreyfus Tax Exempt Cash Management
Institutional Shares 3.39% 3.45%
Administrative Shares 3.29% 3.34%
Investor Shares 3.14% 3.19%
Participant Shares 2.99% 3.03%
Dreyfus New York Municipal Cash Management
Institutional Shares 3.38% 3.44%
Administrative Shares 3.28% 3.33%
Investor Shares 3.13% 3.18%
Participant Shares 2.98% 3.02%
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 shareholder accounts, 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. Both yield figures take into account any
applicable distribution and service fees. As a result, at any given time,
the performance of Administrative Shares, Investor Shares and Participant
Shares should be expected to be lower than that of Institutional Shares, the
performance of Investor Shares and Participant Shares should be expected to
be lower than that of Administrative Shares and the performance of
Participant Shares should be expected to be lower than that of Investor
Shares.
As to the Tax Exempt Funds, 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. Based upon a 1998 Federal income tax rate of 39.60%, the tax
equivalent yield for the 7-day period ended January 31, 1998 for
Institutional Shares, Administrative Shares, Investor Shares and Participant
Shares of Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt Cash
Management was as follows:
Name of Fund and Class Tax Equivalent Yield
Dreyfus Municipal Cash Management Plus
Institutional Shares 5.79%
Administrative Shares 5.63%
Investor Shares 5.40%
Participant Shares 5.15%
Dreyfus Tax Exempt Cash Management
Institutional Shares 5.61%
Administrative Shares 5.45%
Investor Shares 5.20%
Participant Shares 4.95%
Based upon a combined 1998 Federal, New York State, and New York City
personal income tax rate of 46.43%, the tax equivalent yield for the seven-
day period ended January 31, 1998 for Dreyfus New York Municipal Cash
Management was as follows:
Dreyfus New York Municipal Cash Management
Institutional Shares 6.31%
Administrative Shares 6.12%
Investor Shares 5.84%
Participant Shares 5.56%
The tax equivalent yields noted above for Dreyfus Municipal Cash
Management Plus and Dreyfus Tax Exempt Cash Management represent the
application of the highest Federal marginal personal income tax rate
currently in effect. The tax equivalent figures, however, do not include
the potential effect of any state or local (including, but not limited to,
county, district or city) taxes, including applicable surcharges. The tax
equivalent yields noted above for Dreyfus Municipal Cash Management Plus
represent the application of the highest Federal, New York State and New
York City marginal personal income tax rates presently in effect. For
Federal income tax purposes, a 39.6% rate has been used, and for New York
State and New York City personal income tax purposes, the rates of 7.875%
and 4.46%, respectively, have been used. 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.
From time to time, each Tax Exempt 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 not as
representative of the Fund's past or future performance.
Yields will fluctuate and are not necessarily representative of future
results. The 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 a Fund's price per share is determined.
From time to time, advertising materials for a 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 a 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. From
time to time, advertising materials for a Fund also may discuss the
availability and benefits of offering the Funds as investment vehicles for
commercial sweep accounts, and may discuss statistics, data, and industry
trends in this regard.
INFORMATION ABOUT THE FUNDS
The following information supplements and should be read in conjunction
with the section in each 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.
Under Massachusetts law, shareholders of a Fund (other than Dreyfus
Cash Management Plus, which is a Maryland Corporation) could, under certain
circumstances, be held liable for the obligations of the Fund. However,
each Funds' Agreement and Declaration of Trust (each, a "Trust Agreement")
disclaims shareholder liability for acts or obligations of such Fund and
requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Fund or its
Trustees. Each 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 a Fund organized as a Massachusetts
business trust, the shareholder paying such liability will be entitled to
reimbursement from the general assets of such Fund. Each of these Funds
intends to conduct its operations in such a way so as to avoid, as far as
possible, ultimate liability of its shareholders for liabilities of the
Fund.
Each 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 over a one trillion
dollar industry.
Each Fund is a member of the Dreyfus Family of Cash Management Funds,
which are designed to meet the needs of an array of institutional investors.
As of May 4, 1998, the total net assets of all of the funds composing the
Dreyfus Family of Cash Management Funds amounted to approximately $27.5
billion.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an
investment company, such as the Company, will not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the
outstanding shares of each series affected by such matter. Rule 18f-2
further provides that a series shall be deemed to be affected by a matter
unless it is clear that the interests of each series in the matter are
identical or that the matter does not affect any interest of such series.
However, the Rule exempts the selection of independent accountants and the
election of Board members from the separate voting requirements of the Rule.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is each Fund's transfer and
dividend disbursing agent. Under a separate Transfer Agency Agreement with
each Fund, the Transfer Agent arranges for the maintenance of shareholder
account records for the Fund, the handling of certain communications between
shareholders and the Fund and the payment of dividends and distributions
payable by the Fund. For these services, the Transfer Agent receives a
monthly fee computed on the basis of the number of shareholder accounts it
maintains for the Fund during the month, and is reimbursed for certain out-
of-pocket expenses. The fees payable to the Transfer Agent by each Fund are
borne directly by the Manager pursuant to an agreement in effect. See
"Management Agreements."
The Bank of New York, 90 Washington Street, New York, New York 10286,
is each Fund's custodian. The Bank of New York has no part in determining
the investment policies of any Fund or which securities are to be purchased
or sold by a Fund.
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York 10038-4982, as
counsel for each Fund, has rendered its opinion as to certain legal matters
regarding the due authorization and valid issuance of the shares being sold
pursuant to each Fund Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of each Fund.
FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT AUDITORS
The financial statements and reports of independent auditors with
respect to the Funds, for the fiscal year ended January 31, 1998, are
incorporated by reference into this Statement of Additional Information
dated June 1, 1998. When requesting a copy of this Statement of Additional
Information, you will receive the annual report(s), as applicable, for the
Fund(s) in which you are a shareholder. No reports are available for
Dreyfus Government Prime Cash Management because the Fund has not completed
its first reporting period.
APPENDIX A
(DREYFUS CASH MANAGEMENT
AND
DREYFUS CASH MANAGEMENT PLUS, INC.)
Descriptions of the highest commercial paper, bond and other short- and
long-term rating categories assigned by Standard & Poor's Ratings Group
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch IBCA, Inc.
("Fitch"), Duff & Phelps Credit Rating Co. ("Duff"), and Thomson BankWatch,
Inc. ("BankWatch").
Commercial Paper Ratings and Short-Term Ratings
The designation A-1 by S&P 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.
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.
The rating Fitch-1 (Highest Credit Quality) is the highest commercial
paper rating assigned by Fitch and indicates the strongest capacity for
timely payment of financial commitments.
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by ample
asset protection. Risk factors are minor.
The rating TBW-1 is the highest short-term obligation rating assigned
by BankWatch. Obligations rated TBW-1 are regarded as having the strongest
capacity for timely repayment.
In addition to ratings of short-term obligations, BankWatch assigns a
rating to each issuer it rates, in gradations of A through F. BankWatch
examines all segments of the organization including, where applicable, the
holding company, member banks or associations, and other subsidiaries. In
those instances where financial disclosure is incomplete or untimely, a
qualified rating (qr) is assigned to the institution. BankWatch also
assigns, in the case of foreign banks, a country rating which represents an
assessment of the overall political and economic stability of the country in
which that bank is domiciled.
Bond Ratings and Long-Term Ratings
Bonds rated AAA are considered by S&P to be the highest grade
obligation and possess an extremely strong capacity to pay principal and
interest.
Bonds rated Aaa are judged by Moody's to be of the best quality. Bonds
rated Aa by Moody's are judged by Moody's to be of high quality by all
standards and, together with the Aaa group, they comprise what are generally
known as high-grade bonds.
Bonds rated AAA by Fitch are judged by Fitch to be of the highest
credit quality. The AAA rating by Fitch denotes the lowest expectation of
credit risk. The AAA rating is assigned by Fitch only in case of
exceptionally strong capacity for timely payment of financial commitments;
the capacity is highly unlikely to be adversely affected by foreseeable
events.
Bonds rated AAA by Duff are considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than
U.S. Treasury debt.
Fitch also assigns a rating to certain international and U.S. banks. A
Fitch bank rating represents Fitch's current assessment of the strength of
the bank and whether such bank would receive support should it experience
difficulties. In its assessment of a bank, Fitch uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, Fitch
assigns banks Long and Short-Term Ratings as used in the corporate ratings
discussed above. Legal Ratings, which range in gradation from 1 through 5,
address the question of whether the bank would receive support provided by
central banks or the bank's shareholders if it experienced difficulties, and
such ratings are considered by Fitch to be a prime factor in its assessment
of credit risk. Individual Ratings, which range in gradations from A
through E, represent Fitch's assessment of a bank's economic merits and
address the question of how the bank would be viewed if it were entirely
independent and could not rely on support from state authorities or its
owners.
APPENDIX B
(TAX EXEMPT FUNDS)
Description of certain S&P, 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 small degree.
The AA rating may be modified by the addition of a plus or a minus sign,
which is used 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 (+) 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 timely 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. Generally, Moody's provides either a generic
rating or a rating with a numerical modifier of 1 for bonds in each of the
generic rating categories Aa, A, Baa, Ba and B. Moody's also provides
numerical modifiers of 2 and 3 in each of these categories for bond issues
in health care, higher education and other not-for-profit sectors; the
modifier 1 indicates that the issue ranks in the higher end of its generic
rating category; the modifier 2 indicates that the issue is in the mid-range
of the generic category; and the modifier 3 indicates that the issue is in
the low end of the generic 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 a 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 rated Prime-2 (P-2) have a
strong ability for repayment of senior short-term debt 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 the rating
symbol AA 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 assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-
1+.
F-2
Good Credit Quality. 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.
APPENDIX C
(DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS
RISK FACTORS--INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS
The financial condition of New York State (the "State") and certain of
its public bodies (the "Agencies") and municipalities, particularly New York
City (the "City"), could affect the market values and marketability of New
York Municipal Obligations which may be held by the Fund. The following
information constitutes only a brief summary, does not purport to be a
complete description, and is based on information drawn from official
statements relating to securities offerings of the State, the City and the
Municipal Assistance Corporation for the City of New York ("MAC") available
as of the date of this Statement of Additional Information. While the Fund
has not independently verified such information, it has no reason to believe
that such information is not correct in all material respects.
The State's budget for the 1997-98 fiscal year was enacted by the
Legislature on August 4, 1997, more than four months after the start of the
fiscal year on April 1. Prior to adoption of the budget, the Legislature
enacted appropriations for disbursements considered to be necessary for
State operations and other purposes, including all necessary appropriations
for debt service. The State Financial Plan for the 1997-98 fiscal year was
formulated on August 11, 1997 and is based on the State's budget as enacted
by the Legislature and signed into law by the Governor, as well as actual
results for the first quarter of the 1997-98 fiscal year.
After adjustments for comparability between fiscal years, the adopted
1997-98 budget projects an increase in General Fund disbursements of $1.7
billion or 5.2% over 1996-97 levels. The average annual growth rate over
the last three fiscal years has been 1.2%. Adjusted State Funds (excluding
Federal grants) disbursements are projected to increase by 5.4% from the
1996-97 fiscal year. All Governmental Funds projected disbursements
increase by 7.0% over the prior fiscal year, after adjustments for
comparability.
The 1997-98 State Financial Plan is projected to be balanced on a cash
basis. The Financial Plan projections include a reserve for future needs of
$530 million. As compared to the Governor's Executive Budget as amended in
February 1997, the State's adopted budget for 1997-98 increases General Fund
spending by $1.7 billion, primarily from increases for local assistance
($1.3 billion). Resources used to fund these additional expenditures
include increased revenues projected for the 1997-98 fiscal year, increased
resources produced in the 1996-97 fiscal year that will be utilized in 1997-
98, reestimates of social service, fringe benefit and other spending, and
certain non-recurring resources. Total non-recurring resources included in
the 1997-98 Financial Plan are projected by State Division of the Budget
("DOB") to be $270 million, or 0.7% of total General Fund receipts.
The 1997-98 adopted budget includes multi-year tax reductions,
including a State funded property and local income tax reduction program,
estate tax relief, utility gross receipts tax reductions, permanent
reductions in the State sales tax on clothing, and elimination of
assessments on medical providers. These reductions are intended to reduce
the overall level of State and local taxes in New York and to improve the
State's competitive position vis-a-vis other states. The various elements
of the State and local tax and assessment reductions have little or no
impact on the 1997-98 Financial Plan, and do not begin to materially affect
the outyear projections until the State's 1999-2000 fiscal year.
The 1997-98 Financial Plan also includes: a projected General Fund
reserve of $530 million; a projected balance of $332 million in the Tax
Stabilization Reserve Fund; and a projected $65 million balance in the
Contingency Reserve Fund.
The major factor affecting the General Fund GAAP-basis results for 1996-
97 and the projections for 1997-98 is the 1996-97 cash-basis surplus, which
helped produce a GAAP-basis surplus in the 1996-97 fiscal year of $1.93
billion. The use of this cash-basis surplus to fund liabilities in the 1997-
98 fiscal year, offset by the $494 million change in the projected 1997-98
cash-basis fund balance, is the primary reason for the projected 1997-98
GAAP-basis deficit of $959 million. This represents an increase of $191
million from the prior projection, issued in January 1997 as part of the
1997-98 Executive Budget. The new projection reflects the impact of
legislative changes to the Executive Budget, and the increase in the 1996-97
cash-basis surplus since that time. Across the two fiscal years, the
General Fund accumulated deficit is projected to be reduced by $974 million
to $1.95 billion.
For 1997-98, total revenues in the General Fund are projected at $33.37
billion, total expenditures are projected at $34.66 billion, and net
operating sources and uses are projected to contribute $331 million. For
all governmental funds, total revenues are projected at $67.48 billion,
total expenditures are projected at $68.24 billion, and financing uses are
projected to exceed financing sources by $220 million. The all governmental
funds GAAP-basis Financial Plan projections show a deficiency of revenues
and other financing sources over expenditures and other financing uses of
$979 million, after a reported 1996-97 all funds surplus of $2.1 billion
The State Financial Plan was based upon forecasts of national and State
economic activity. Economic forecasts have frequently failed to predict
accurately the timing and magnitude of changes in the national and the State
economies. Many uncertainties exist in forecasts of both the national and
State economies, including consumer attitudes toward spending, Federal
financial and monetary policies, the availability of credit and the
condition of the world economy, which could have an adverse effect on the
State. There can be no assurance that the State economy will not experience
worse-than-predicted results, with corresponding material and adverse
effects on the State's projections of receipts and disbursements.
There can be no assurance that the State will not face substantial
potential budget gaps in future years resulting from a significant disparity
between tax revenues projected from a lower recurring receipts base and the
spending required to maintain State programs at current levels. To address
any potential budgetary imbalance, the State may need to take significant
actions to align recurring receipts and disbursements in future fiscal
years.
On June 6, 1990, Moody's changed its ratings on all the State's
outstanding general obligation bonds from A1 to A. On March 26, 1990 and
January 13, 1992, S&P changed its ratings on all of the State's outstanding
general obligation bonds from AA- to A and from A to A-, respectively. In
February 1991, Moody's lowered its rating on the City's general obligation
bonds from A to Baa1 and in July 1995, S&P lowered its rating on such bonds
from A- to BBB+. Ratings reflect only the respective views of such
organizations, and their concerns about the financial condition of New York
State and City, the debt load of the State and City and any economic
uncertainties about the region. There is no assurance that a particular
rating will continue for any given period of time or that any such rating
will not be revised downward or withdrawn entirely if, in the judgment of
the agency originally establishing the rating, circumstances so warrant.
(1) The State, Agencies and Other Municipalities. During the mid-
1970s, some of the Agencies and municipalities (in particular, the City)
faced extraordinary financial difficulties, which affected the State's own
financial condition. These events, including a default on short-term notes
issued by the New York State Urban Development Corporation ("UDC") in
February 1975, which default was cured shortly thereafter, and a
continuation of the financial difficulties of the City, created substantial
investor resistance to securities issued by the State and by some of its
municipalities and Agencies. For a time, in late 1975 and early 1976, these
difficulties resulted in a virtual closing of public credit markets for
State and many State related securities.
In response to the financial problems confronting it, the State
developed and implemented programs for its 1977 fiscal year that included
the adoption of a balanced budget on a cash basis (a deficit of $92 million
that actually resulted was financed by issuing notes that were paid during
the first quarter of the State's 1978 fiscal year). In addition,
legislation was enacted limiting the occurrence of additional so-called
"moral obligation" and certain other Agency debt, which legislation does
not, however, apply to MAC debt.
GAAP-Basis Results--1996-97 Fiscal Year. The State completed its 196-97
fiscal year with a combined Governmental Funds operating surplus of $2.1
billion, which included an operating surplus in the General Fund of $1.9
billion, in Capital Projects Funds of $98 million and in the Special Revenue
Funds of $65 million, offset in part by an operating deficit of $37 million
in the Debt Service Funds.
GAAP-Basis Results--1995-96 Fiscal Year. The State completed its 1995-96
fiscal year with a combined Governmental Funds operating surplus of $432
million, which included an operating surplus in the General Fund of $380
million, in the Capital Projects Funds of $276 million and in the Debt
Service Funds of $185 million. There was an operating deficit of $409
million in the Special Revenue Funds. The State's Combined Balance Sheet as
of March 31, 1996 showed an accumulated deficit in its combined Governmental
Funds of $1.23 billion, reflecting liabilities of $14.59 billion and assets
of $13.35 billion. This accumulated Governmental Funds deficit includes a
$2.93 billion accumulated deficit in the General Fund and an accumulated
deficit of $712 million in the Capital Projects Fund type as partially
offset by accumulated surpluses of $468 million and $1.94 billion in the
Special Revenue and Debt Service Fund types, respectively.
GAAP-Basis Results--1994-95 Fiscal Year. The State's Combined Balance Sheet
as of March 31, 1995 showed an accumulated deficit in its combined
Governmental Funds of $1.666 billion reflecting liabilities of $14.778
billion and assets of $13.112 billion. This accumulated Governmental Funds
deficit includes a $3.308 billion accumulated deficit in the General Fund,
as well as accumulated surpluses in the Special Revenue and Debt Service
Fund types of $877 million and $1.753 billion, respectively, and a $988
million accumulated deficit in the Capital Projects Fund type.
The State completed its 1994-95 fiscal year with a combined
Governmental Funds operating deficit of $1.791 billion, which included
operating deficits in the General Fund of $1.426 billion, in the Capital
Projects Funds of $366 million, and in the Debt Service Funds of $38
million. There was an operating surplus in the Special Revenue Funds of $39
million.
State Financial Plan--Cash-Basis Results--General Fund. The General
Fund is the principal operating fund of the State and is used to account for
all financial transactions, except those required to be accounted for in
another fund. It is the State's largest fund and receives almost all State
taxes and other resources not dedicated to particular purposes. General
Fund moneys are also transferred to other funds, primarily to support
certain capital projects and debt service payments in other fund types.
In the State's 1997-98 fiscal year, the General Fund is expected to
account for approximately 48% of total Governmental Funds disbursements and
71% of total State Funds disbursements. The General Fund is projected to be
balanced on a cash basis for the 1997-98 fiscal year. Total receipts and
transfers from other funds are projected to be $35.09 billion, an increase
of $2.05 billion from the prior fiscal year. Total General Fund
disbursements and transfers to other funds are projected to be $34.60
billion, an increase of $1.70 billion from the total in the prior fiscal
year.
New York State's financial operations have improved during recent
fiscal years. During the period 1989-90 through 1991-92, the State incurred
General Fund operating deficits that were closed with receipts from the
issuance of tax and revenue anticipation notes ("TRANs"). First, the
national recession, and then the lingering economic slowdown in the New York
and regional economy, resulted in repeated shortfalls in receipts and three
budget deficits. During its last five fiscal years, however, the State
recorded balanced budgets on a cash basis, with positive fund balances as
described below.
The State ended its 1996-97 fiscal year on March 31, 1997 in balance on
a cash basis, with a General Fund cash surplus as reported by DOB of
approximately $1.4 billion. The cash surplus was derived primarily from
higher-than-expected revenues and lower-than-expected spending for social
services programs. The Governor in his Executive Budget applied $1.05
billion of the cash surplus amount to finance the 1997-98 Financial Plan,
and the additional $373 million is available for use in financing the 1997-
98 Financial Plan when enacted by the State Legislature.
The General Fund closing fund balance was $433 million. Of that
amount, $317 million was in the Tax Stabilization Reserve Fund ("TSRF"),
after a required deposit of $15 million and an additional deposit of $65
million in 1996-97. The TSRF can be used in the event of any future General
Fund deficit, as provided under the State Constitution and State Finance
Law. In addition, $41 million remains on deposit in the Contingency Reserve
Fund ("CRF"). This fund assists the State in financing any extraordinary
litigation costs during the fiscal year. The remaining $75 million reflects
amounts on deposit in the Community Projects Fund. This fund was created to
fund certain legislative initiatives. The General Fund closing fund balance
does not include $1.86 billion in the tax refund reserve account, of which
$521 million was made available as a result of the Local Government
Assistance Corporation ("LGAC") financing program as was required to be on
deposit as of March 31, 1997.
General Fund receipts and transfers from other funds for the 1996-97
fiscal year totaled $33.04 billion, and increase of 0.7% from the previous
fiscal year (excluding deposits into the tax refund reserve account).
General Fund disbursements and transfers to other funds totaled $32.90
billion for the 1996-97 fiscal year, an increase of 0.7% from the 1995-96
fiscal year.
The State ended its 1995-96 fiscal year on March 31, 1996 with a
General Fund cash surplus, as reported by DOB, of $445 million. Of that
amount, $65 million was deposited into the TSRF, and $380 million was used
to reduce 1996-97 Financial Plan liabilities by accelerating 1996-97
payments, deferring 1995-96 revenues, and making a deposit to the tax refund
reserve account.
The General Fund closing fund balance was $287 million, an increase of
$129 million from 1994-95 levels. The $129 million change in fund balance
is attributable to the $65 million voluntary deposit to the TSRF, a $15
million required deposit to the TSRF, a $40 million deposit to the CRF, and
a $9 million deposit to the Revenue Accumulation Fund. The closing fund
balance includes $237 million on deposit in the TSRF, to be used in the
event of any future General Fund deficit as provided under the State
Constitution and State Finance Law. In addition, $41 million is on deposit
in the CRF. The CRF was established in State fiscal year 1993-94 to assist
the State in financing the costs of extraordinary litigation. The remaining
$9 million reflects amounts on deposit in the Revenue Accumulation Fund.
This fund was created to hold certain tax receipts temporarily before their
deposit to other accounts. In addition, $678 million was on deposit in the
tax refund reserve account, of which $521 million was necessary to complete
the restructuring of the State's cash flow under the LGAC program.
General Fund receipts totaled $32.81 billion, a decrease of 1.1% from
1994-95 levels. This decrease reflects the impact of tax reductions enacted
and effective in both 1994 and 1995. General Fund disbursements totaled
$32.68 billion for the 1995-96 fiscal year, a decrease of 2.2% from 1994-95
levels.
The State ended its 1994-95 fiscal year with the General Fund in
balance. The $241 million decline in the fund balance reflects the planned
use of $264 million from the CRF, partially offset by the required deposit
of $23 million to the TSRF. In addition, $278 million was on deposit in the
tax refund reserve account, $250 million of which was deposited to continue
the process of restructuring the State's cash flow as part of the LGAC
program. The closing fund balance of $158 million reflects $157 million in
the TSRF and $1 million in the CRF.
General Fund receipts totaled $33.16 billion, an increase of 2.9% from
1993-94 levels. General Fund disbursements totaled $33.40 billion for the
1994-95 fiscal year, an increase of 4.7% from the previous fiscal year.
Cash-Basis Results--Other Governmental Funds. Activity in the three other
governmental funds has remained relatively stable over the last three fiscal
years ended March 31, 1997, with Federally-funded programs comprising
approximately two-thirds of these funds. The most significant change in the
structure of these funds has been the redirection of a portion of
transportation-related revenues from the General Fund to two new dedicated
funds in the Special Revenue and Capital Projects Fund types. These
revenues are used to support the capital programs of the Department of
Transportation and the Metropolitan Transportation Authority ("MTA").
The Special Revenue Funds account for State receipts from specific
sources that are legally restricted in use to specified purposes and include
all moneys received from the Federal government. Disbursements from Special
Revenue Funds increased from $24.38 billion to $26.02 billion over the last
three years, primarily as a result of increased costs for the federal share
of Medicaid. Other activity reflected dedication of taxes to a new fund for
mass transportation, new lottery games, and new fees for criminal justice
programs. Although activity in this fund type is expected to comprise
approximately 42% of total governmental funds receipts in the 1997-98 fiscal
year, three-quarters of that activity relates to federally-funded programs.
Projected receipts in this fund type for the 1997-98 fiscal year total
$28.22 billion, an increase of $2.51 billion (9.7%) over the prior year.
Projected disbursements in this fund type total $28.45 billion, an increase
of $2.43 billion (9.3%) over 1996-97 levels. Disbursements from federal
funds, primarily the federal share of Medicaid and other social services
programs, are projected to total $21.19 billion in the 1997-98 fiscal year.
Remaining projected spending of $7.26 billion primarily reflects aid to SUNY
supported by tuition and dormitory fees, education aid funded from lottery
receipts, operating aid payments to the MTA funded from the proceeds of
dedicated transportation taxes, and costs of a variety of self-supporting
programs which deliver services financed by user fees.
The Capital Projects Funds are used to finance the acquisition,
construction or rehabilitation of major state capital facilities and to aid
local government units and Agencies in financing capital construction.
Disbursements in the Capital Projects Funds declined from $3.62 billion to
$3.54 billion over the last three years, as spending for miscellaneous
capital programs decreased, partially offset by increases for mental
hygiene, health and environmental programs. The composition of this fund
type's receipts also changed as the dedicated transportation taxes began to
be deposited, general obligation bond proceeds declined substantially,
federal grants remained stable, and reimbursements from public authority
bonds (primarily transportation related) increased. The increase in the
negative fund balance in 1994-95 resulted from delays in reimbursements
caused by delays in the timing of public authority bond sales.
In the 1997-98 fiscal year, activity in these funds is expected to
comprise 5% of total governmental receipts.
Total receipts in this fund type for the 1997-98 fiscal year are
projected at $3.30 billion. Bond and note proceeds are expected to provide
$605 million in other financing sources. Disbursements from this fund type
are projected to be $3.70 billion, an increase of $154 million (4.3%) over
prior-year levels. The Dedicated Highway and Bridge Trust Fund is the
single largest dedicated fund, comprising an estimated $982 million (27%) of
the activity in this fund type. Total spending for capital projects will be
financed through a combination of sources: federal grants (29%), public
authority bond proceeds (31%), general obligation bond proceeds (15%), and
pay-as-you-go revenues (25%).
The Debt Service Funds serve to fulfill State debt service on long-term
general obligation State debt and other State lease/purchase and contractual
obligation financing commitments.
Activity in the Debt Service Funds reflected increased use of bonds
during the three-year period for improvements to the State's capital
facilities and the continued implementation of the LGAC fiscal reform
program. The increases were moderated by the refunding savings achieved by
the State over the last several years using strict present value savings
criteria. The growth in LGAC debt service was offset by reduced short-term
borrowing costs reflected in the General Fund. This fund type is expected
to comprise 4% of total governmental fund receipts and 4.7% of total
government disbursements in the 1997-98 fiscal year. Receipts in these
funds in excess of debt service requirements may be transferred to the
General Fund and Special Revenue Funds, pursuant to law.
The Debt Service fund type consists of the General Debt Service Fund,
which is supported primarily by tax receipts transferred from the General
Fund, and other funds established to accumulate moneys for the payment of
debt service. In the 1997-998 fiscal year, total disbursements in this fund
type are projected at $3.17 billion, an increase of $641 million or 25.3%,
most of which is explained by increases in the General Fund transfer as
discussed earlier. The projected transfer from the General Fund of $2.07
billion is expected to finance 65% of these payments.
The remaining payments are expected to be financed by pledged revenues,
including $2.03 billion in taxes and $601 million in dedicated fees and
other miscellaneous receipts. After required impoundment for debt service,
$3.77 billion is expected to be transferred to the General Fund and other
funds in support of State operations. The largest transfer-$1.86 billion-is
made to the Special Revenue fund type in support of operations of the mental
hygiene agencies. Another $1.47 billion in excess sales taxes is expected
to be transferred to the General Fund, following payments of projected debt
service on LGAC bonds.
State Borrowing Plan. The State anticipates that its capital programs
will be financed, in part, through borrowings by the State and public
authorities in the 1997-98 fiscal year. The State expects to issue $605
million in general obligation bonds (including $140 million for purposes of
redeeming outstanding BANs) and $140 million in general obligation
commercial paper. The Legislature has also authorized the issuance of $311
million in COPs during the State's 1997-98 fiscal year for equipment
purchases. The projection of the State regarding its borrowings for the
1997-98 fiscal year may change if circumstances require.
State Agencies. The fiscal stability of the State is related, at least
in part, to the fiscal stability of its localities and various of its
Agencies. Various Agencies have issued bonds secured, in part, by
non-binding statutory provisions for State appropriations to maintain
various debt service reserve funds established for such bonds (commonly
referred to as "moral obligation" provisions).
At September 30, 1996, there were 17 Agencies that had outstanding debt
of $100 million or more. The aggregate outstanding debt, including
refunding bonds, of these 17 Agencies was $75.4 billion as of September 30,
1996. As of March 31, 1997, aggregate Agency debt outstanding as State-
supported debt was $32.8 billion and as State-related was $37.1 billion.
Debt service on the outstanding Agency obligations normally is paid out of
revenues generated by the Agencies' projects or programs, but in recent
years the State has provided special financial assistance, in some cases on
a recurring basis, to certain Agencies for operating and other expenses and
for debt service pursuant to moral obligation indebtedness provisions or
otherwise. Additional assistance is expected to continue to be required in
future years.
Several Agencies have experienced financial difficulties in the past.
Certain Agencies continue to experience financial difficulties requiring
financial assistance from the State. Failure of the State to appropriate
necessary amounts or to take other action to permit certain Agencies to meet
their obligations could result in a default by one or more of such Agencies.
If a default were to occur, it would likely have a significant effect on the
marketability of obligations of the State and the Agencies. These Agencies
are discussed below.
The New York State Housing Finance Agency ("HFA") provides financing
for multifamily housing, State University construction, hospital and nursing
home development, and other programs. In general, HFA depends upon
mortgagors in the housing programs it finances to generate sufficient funds
from rental income, subsidies and other payments to meet their respective
mortgage repayment obligations to HFA, which provide the principal source of
funds for the payment of debt service on HFA bonds, as well as to meet
operating and maintenance costs of the projects financed. From January 1,
1976 through March 31, 1987, the State was called upon to appropriate a
total of $162.8 million to make up deficiencies in the debt service reserve
funds of HFA pursuant to moral obligation provisions. The State has not
been called upon to make such payments since the 1986-87 fiscal year.
UDC has experienced, and expects to continue to experience, financial
difficulties with the housing programs it had undertaken prior to 1975,
because a substantial number of these housing program mortgagors are unable
to make full payments on their mortgage loans. Through a subsidiary, UDC is
currently attempting to increase its rate of collection by accelerating its
program of foreclosures and by entering into settlement agreements. UDC has
been, and will remain, dependent upon the State for appropriations to meet
its operating expenses. The State also has appropriated money to assist in
the curing of a default by UDC on notes which did not contain the State's
moral obligation provision.
The MTA oversees New York City's subway and bus lines by its
affiliates, the New York City Transit Authority and the Manhattan and Bronx
Surface Transit Operating Authority (collectively, the "TA"). Through MTA's
subsidiaries, the Long Island Rail Road Company, the Metro-North Commuter
Railroad Company and the Metropolitan Suburban Bus Authority, the MTA
operates certain commuter rail and bus lines in the New York metropolitan
area. In addition, the Staten Island Rapid Transit Authority, an MTA
subsidiary, operates a rapid transit line on Staten Island. Through its
affiliated agency, the Triborough Bridge and Tunnel Authority (the "TBTA"),
the MTA operates certain toll bridges and tunnels. Because fare revenues
are not sufficient to finance the mass transit portion of these operations,
the MTA has depended and will continue to depend for operating support upon
a system of State, local government and TBTA support and, to the extent
available, Federal operating assistance, including loans, grants and
subsidies. If current revenue projections are not realized and/or operating
expenses exceed current projections, the TA or commuter railroads may be
required to seek additional State assistance, raise fares or take other
actions.
Since 1980, the State has enacted several taxes--including a surcharge
on the profits of banks, insurance corporations and general business
corporations doing business in the 12-county region (the "Metropolitan
Transportation Region") served by the MTA and a special .25% regional sales
and use tax--that provide additional revenues for mass transit purposes,
including assistance to the MTA. In addition, since 1987, State law has
required that the proceeds of .25% mortgage recording tax paid on certain
mortgages in the Metropolitan Transportation Region be deposited in a
special MTA fund for operating or capital expenses. Further, in 1993, the
State dedicated a portion of certain additional State petroleum business tax
receipts to fund operating or capital assistance to the MTA. For the 1997-
98 State fiscal year, total State assistance to the MTA is estimated at
approximately $1.2 billion, an increase of $76 million over the 1996-97
fiscal year.
In 1981, the State Legislature authorized procedures for the adoption,
approval and amendment of a five-year plan for the capital program designed
to upgrade the performance of the MTA's transportation systems and to
supplement, replace and rehabilitate facilities and equipment, and also
granted certain additional bonding authorization therefor.
State legislation accompanying the 1996-97 adopted State budget
authorized the MTA, TBTA and TA to issue an aggregate of $6.5 billion in
bonds to finance a portion of a new $11.98 billion MTA capital plan for the
1995 through 1999 calendar years (the "1995-99 Capital Program"), and
authorized the MTA to submit the 1995-99 Capital Program to the Capital
Program Review Board for approval. This plan supersedes the overlapping
portion of the MTA's 1992-96 Capital Program. This is the fourth capital
plan since the Legislature authorized procedures for the adoption, approval
and amendment of MTA capital programs and is designed to upgrade the
performance of the MTA's transportation systems by investing in new rolling
stock, maintaining replacement schedules for existing assets and bringing
the MTA system into a state of good repair. The 1995-99 Capital Program
assumes the issuance of an estimated $5.1 billion in bonds under this $6.5
billion aggregate bonding authority. The remainder of the plan is projected
to be financed through assistance from the State, the Federal government,
and the City of New York, and from various other revenues generated from
actions taken by the MTA.
There can be no assurance that such governmental actions will be taken,
that sources currently identified will not be decreased or eliminated, or
that the 1995-1999 Capital Program will not be delayed or reduced. If the
MTA capital program is delayed or reduced because of funding shortfalls or
other factors, ridership and fare revenues may decline, which could, among
other things, impair the MTA's ability to meet its operating expenses
without additional State assistance.
The cities, towns, villages and school districts of the State are
political subdivisions of the State with the powers granted by the State
Constitution and statutes. As the sovereign, the State retains broad powers
and responsibilities with respect to the government, finances and welfare of
these political subdivisions, especially in education and social services.
In recent years the State has been called upon to provide added financial
assistance to certain localities.
Other Localities. Certain localities in addition to the City could
have financial problems leading to requests for additional State assistance
during the last several State fiscal years. The potential impact on the
State of such actions by localities is not included in the projections of
the State receipts and disbursements in the State's 1997-98 fiscal year.
Fiscal difficulties experienced by the City of Yonkers resulted in the
re-establishment of the Financial Control Board for the City of Yonkers by
the State in 1984. That Board is charged with oversight of the fiscal
affairs of Yonkers. Future actions taken by the State to assist Yonkers
could result in increased State expenditures for extraordinary local
assistance.
Beginning in 1990, the City of Troy experienced a series of budgetary
deficits that resulted in the establishment of a Supervisory Board for the
City of Troy in 1994. The Supervisory Board's powers were increased in
1995, when Troy MAC was created to help Troy avoid default on certain
obligations. The legislation creating Troy MAC prohibits the City of Troy
from seeking federal bankruptcy protection while Troy MAC bonds are
outstanding.
Eighteen municipalities received extraordinary assistance during the
1996 legislative session through $50 million in special appropriations
targeted for distressed cities, and that was largely continued in 1997.
Municipalities and school districts have engaged in substantial
short-term and long-term borrowings. In 1995, the total indebtedness of all
localities in the State, other than the City, was approximately $19 billion.
A small portion (approximately $102.3 million) of this indebtedness
represented borrowing to finance budgetary deficits and was issued pursuant
to enabling State legislation. State law requires the Comptroller to review
and make recommendations concerning the budgets of those local government
units other than the City authorized by State law to issue debt to finance
deficits during the period that such deficit financing is outstanding.
Eighteen localities had outstanding indebtedness for deficit financing at
the close of their fiscal year ending in 1995.
From time to time, Federal expenditure reductions could reduce, or in
some cases eliminate, Federal funding of some local programs and accordingly
might impose substantial increased expenditure requirements on affected
localities to increase local revenues to sustain those expenditures. If the
State, the City or any of the Agencies were to suffer serious financial
difficulties jeopardizing their respective access to the public credit
markets, the marketability of notes and bonds issued by localities within
the State could be adversely affected. Localities also face anticipated and
potential problems resulting from certain pending litigation, judicial
decisions and long-range economic trends. Long-range, potential problems of
declining urban population, increasing expenditures and other economic
trends could adversely affect localities and require increasing State
assistance in the future.
Certain litigation pending against the State or its officers or
employees could have a substantial or long-term adverse effect on State
finances. Among the more significant of these litigations are those that
involve: (i) the validity and fairness of agreements and treaties by which
various Indian tribes transferred title to the State of approximately six
million acres of land in central New York; (ii) certain aspects of the
State's Medicaid rates and regulations, including reimbursements to
providers of mandatory and optional Medicaid services; (iii) contamination
in the Love Canal area of Niagara Falls; (iv) a challenge to the State's
practice of reimbursing certain Office of Mental Health patient-care
expenses with clients' Social Security benefits; (v) a challenge to the
methods by which the State reimburses localities for the administrative
costs of food stamp programs; (vi) a challenge to the State's possession of
certain funds taken pursuant to the State's Abandoned Property law; (vii)
alleged responsibility of State officials to assist in remedying racial
segregation in the City of Yonkers; (viii) an action, in which the State is
a third party defendant, for injunctive or other appropriate relief,
concerning liability for the maintenance of stone groins constructed along
certain areas of Long Island's shoreline; (ix) actions challenging the
constitutionality of legislation enacted during the 1990 legislative session
which changed the actuarial funding methods for determining contributions to
State employee retirement systems; (x) an action against State and City
officials alleging that the present level of shelter allowance for public
assistance recipients is inadequate under statutory standards to maintain
proper housing; (xi) an action challenging legislation enacted in 1990 which
had the effect of deferring certain employer contributions to the State
Teachers' Retirement System and reducing State aid to school districts by a
like amount; (xii) a challenge to the constitutionality of financing
programs of the Thruway Authority authorized by Chapters 166 and 410 of the
Laws of 1991 (described below in this Part); (xiii) a challenge to the
constitutionality of financing programs of the Metropolitan Transportation
Authority and the Thruway Authority authorized by Chapter 56 of the Laws of
1993 (described below in this Part); (xiv) challenges to the delay by the
State Department of Social Services in making two one-week Medicaid payments
to the service providers; (xv) challenges by commercial insurers, employee
welfare benefit plans, and health maintenance organizations to provisions of
Section 2807-c of the Public Health Law which impose 13%, 11% and 9%
surcharges on inpatient hospital bills and a bad debt and charity care
allowance on all hospital bills paid by such entities; (xvi) challenges to
the promulgation of the State's proposed procedure to determine the
eligibility for and nature of home care services for Medicaid recipients;
(xvii) a challenge to State implementation of a program which reduces
Medicaid benefits to certain home-relief recipients; and (xviii) challenges
to the rationality and retroactive application of State regulations
recelebrating nursing home Medicaid rates.
(2) New York City. In the mid-1970s, the City had large accumulated
past deficits and until recently was not able to generate sufficient tax and
other ongoing revenues to cover expenses in each fiscal year. However, the
City has achieved balanced operating results for each of its fiscal years
since 1981 as reported in accordance with the then-applicable GAAP
standards. The City's ability to maintain balanced operating results in
future years is subject to numerous contingencies and future developments.
In 1975, the City became unable to market its securities and entered a
period of extraordinary financial difficulties. In response to this crisis,
the State created MAC to provide financing assistance to the City and also
enacted the New York State Financial Emergency Act for the City of New York
(the "Emergency Act") which, among other things, created the Financial
Control Board (the "Control Board") to oversee the City's financial affairs
and facilitate its return to the public credit markets. The State also
established the Office of the State Deputy Comptroller ("OSDC") to assist
the Control Board in exercising its powers and responsibilities. On June
30, 1986, the Control Board's powers of approval over the City Financial
Plan were suspended pursuant to the Emergency Act. However, the Control
Board, MAC and OSDC continue to exercise various monitoring functions
relating to the City's financial condition. The City prepares and operates
under a four-year financial plan which is submitted annually to the Control
Board for review and which the City periodically updates.
The City's independently audited operating results for each of its
fiscal years from 1981 through 1995 show a General Fund surplus reported in
accordance with GAAP. The City has eliminated the cumulative deficit in its
net General Fund position.
During the 1990 and 1991 fiscal years, as a result of a slowing
economy, the City has experienced significant shortfalls in almost all of
its major tax sources and increases in social services costs, and was
required to take actions to close substantial budget gaps in order to
maintain balanced budgets in accordance with the Financial Plan.
According to a recent OSDC economic report, the City's economy was slow
to recover from the recession and was expected to have experienced a weak
employment situation, and moderate wage and income growth, during the 1995-
96 period. Also, Financial Plan reports of OSDC, the Control Board, and the
City Comptroller have variously indicated that many of the City's balanced
budgets have been accomplished, in part, through the use of non-recurring
resource, tax and fee increases, personnel reductions and additional State
assistance; that the City has not yet brought its long-term expenditures in
line with recurring revenues; that the City's proposed gap-closing programs,
if implemented, would narrow future budget gaps; that these programs tend to
rely heavily on actions outside the direct control of the City; and that the
City is therefore likely to continue to face futures projected budget gaps
requiring the City to reduce expenditures and/or increase revenues.
According to the most recent staff reports of OSDC, the Control Board and
the City Comptroller during the four-year period covered by the current
Financial Plan, the City is relying on obtaining substantial resources from
initiatives needing approval and cooperation of its municipal labor unions,
Covered Organizations, and City Council, as well as the State and Federal
governments, among others, and there can be no assurance that such approval
can be obtained.
The City requires certain amounts of financing for seasonal and capital
spending purposes. The City issued $1.75 billion of notes for seasonal
financing purposes during the 1994 fiscal year. The City's capital financing
program projects long-term financing requirements of approximately $17
billion for the City's fiscal years 1995 through 1998 for the construction
and rehabilitation of the City's infrastructure and other fixed assets. The
major capital requirement include expenditures for the City's water supply
system, and waste disposal systems, roads, bridges, mass transit, schools
and housing. In addition, the City and the Municipal Water Finance
Authority issued about $1.8 billion in refunding bonds in the 1994 fiscal
year.
State Economic and Demographic Trends. The State historically has been
one of the wealthiest states in the nation. For decades, however, the State
has grown more slowly than the nation as a whole, gradually eroding its
relative economic position. Statewide, urban centers have experienced
significant changes involving migration of the more affluent to the suburbs
and an influx of generally less affluent residents. Regionally, the older
Northeast cities have suffered because of the relative success that the
South and the West have had in attracting people and business. The City has
also had to face greater competition as other major cities have developed
financial and business capabilities which make them less dependent on the
specialized services traditionally available almost exclusively in the City.
During the 1982-83 recession, overall economic activity in the State
declined less than that of the nation as a whole. However, in the calendar
years 1984 through 1991, the State's rate of economic expansion was somewhat
slower than that of the nation. In the 1990-91 recession, the economy of
the State, and that of the rest of the Northeast, was more heavily damaged
than that of the nation as a whole and has been slower to recover. The
total employment growth rate in the State has been below the national
average since 1984. The unemployment rate in the State dipped below the
national rate in the second half of 1981 and remained lower until 1991;
since then, it has been higher. According to data published by the U.S.
Bureau of Economic Analysis, during the past ten years, total personal
income in the State rose slightly faster than the national average only from
1986 through 1988.
The forecast of the State's economy shows moderate expansion during the
first half of calendar 1997 with the trend continuing through the year.
Although industries that export goods and services are expected to continue
to do well, growth is expected to be moderated by tight fiscal constraints
on the health care and social services industries. On an average annual
basis, employment growth in the State is expected to be up substantially
from the 1996 rate. Personal income is expected to record moderate gains in
1997. Bonus payments in the securities industry are expected to increase
further from last year's record level.
APPENDIX D
Set forth below, as to each share class of each Fund, as applicable,
are those shareholders of record known by each Fund to own 5% or more of a
class of shares of the Fund.
Dreyfus Cash Management
Institutional Shares: (1) Boston & Co., AC# 153-3615, Attn: John
Kacinko, Three Mellon Bank Center, Pittsburgh, PA 15259 (16.50%); (2)
MAC & Co., A/C CRTF1747662, Conrail Mutual Funds Operation, PO Box
3198, Pittsburgh, PA 15230-3198 (6.64%); and (3) Hare & Co., c/o Bank
of New York, Attn: Bimal Saha, One Wall Street, Floor 2, New York, NY
10005-2501 (5.89%).
Administrative Shares: (1) Gene McCutchin, PO Box 802043, Dallas, TX
75380-2043 (52.71%); (2) First Maryland Foundation, FBO FNB Maryland,
Attn: Tom Fitzsimmons #101-870, 25 S Charles Street, Baltimore, MD
21201-3330 (37.41%); and (3) VVI Inc., PO Box 802043, Dallas, TX 75380-
2043 (9.87%).
Investor Shares: (1) Commonwealth Land Title Inc., Co., SUB #NY980149,
655 3rd Ave., New York, NY 10017-5617, (28.31%); (2) Mellon Bank, N.A.,
AIS PL In-Process Account, Leah Orbell, Three Mellon Bank Center, Room
153-2502, Pittsburgh, PA 15259 (19.36%); (3) Mellon Bank, N.A., AIS PT
In-Process Account, Leah Orbell, Three Mellon Bank Center, Room 153-
2502, Pittsburgh, PA 15259 (12.83%); and (4) Mellon Bank NA, Capital
Markets Customers, Cindy Kieffer, One Mellon Bank Center, Room 151-
0440, Pittsburgh, PA 15258-0001 (5.80%).
Participant Shares: (1) Saturn & Co., c/o Investors Bank & Trust
Company, Mail Code FPG 90, PO Box 9130, Boston , MA 02117-9130
(76.06%); and (2) Facilicom International Inc., Attn: Chris King, 1401
New York Ave., NW, Suite 800, Washington, DC 20005-2102 (20.16%).
Dreyfus Cash Management Plus, Inc.
Institutional Shares: (1) Comerica Bank, Attn: Fixed Income, 201 W.
Fort Street, Floor 3, Detroit, MI 48226-3230 (5.65%); and (2) Bost &
Co., Attn: John Kacinko, 53-3615, Three Mellon Bank Center, Pittsburgh,
PA 15259 (5.62%).
Administrative Shares: (1) Dental Care Alliance Inc. II, Attn: David
Nichols, 1343 Main Street, Suite 700, Sarasota, FL 34236-5630,
(41.69%); (2) Baptist/St. Vincent Health System, Attn: William N.
Kliessner/Corp. CT, 800 Prudential Drive, Jacksonville, FL 32207-8203
(21.79%); (3) Earthshell Container Corp. Attn: Rose, 800 Miramonte
Drive, Santa Barbara, CA 93109-1419 (19.77%); and (4) Suntrust
Equitable Securities, Attn: Center 3907, Floor 23, 303 Peachtree
Street, NE, Atlanta, GA 30308-3201 (5.19%).
Investor Shares: (1) Capital Network Services, Attn: Jena Ruhland, CEO,
One Bush Street, Floor 11, San Francisco, CA 94104-4425 (14.31%).
Participant Shares: (1) Republic Bank of California NA, Investment
Dept., 445 N. Bedford Drive, Floor 2, Beverly Hills, CA 90210-4302
(60.22%); and (2) California United Bank, Investment Services Division,
16030 Ventura Boulevard, Suite 650, Encino, CA 91436-2789 (12.86%).
Dreyfus Government Cash Management
Institutional Shares: (1) Bank of Boston, Attn: Paula McSweeney 45-02-
08, 150 Royall Street, Canton, MA 02021-1031 (7.34%); (2) Comerica
Bank, Attn: Fixed Income, 201 W. Fort Street, Floor 3, Detroit, MI
48226-3230 (6.62%); and (3) First Interstate Bank of Texas, Attn:
Investment Operations Dept., PO Box 3326, Houston, TX 77253-3326
(5.50%).
Administrative Shares: (1) Treasurer of State, State of Arkansas, 220
State Capitol, Little Rock, AR 72201-1059 (79.69%); (2) Capital Network
Services, One Bush Street, Floor 11, San Francisco, CA 94104-4425
(7.64%); and (3) Treasurer State of Arkansas, Money Management Trust
Fund, Attn: Stephanie Noel, 220 State Capitol, Little Rock, AR 72201-
1059 (5.31%).
Investor Shares: (1) Mellon Bank, N.A., AIS PL In-Process Account, Leah
Orbell, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
(18.23%); (2) Mellon Bank, AIS PL In-Process Account, Leah Orbell,
Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259 (15.68%);
and (3) For Exclusive Benefit of Customers of FBS Investment Services
Inc., 100 South Fifth Street, Suite 1300, Minneapolis, MN 55402-1210
(6.46%).
Participant Shares: (1) Central Fidelity Bank for City of Richmond, P.O.
Box 27602 Richmond, VA 23261-7602 (14.98%); (2) Central Fidelity Bank,
FSG Operations - Floor 5, Variable Note Desk, 1021 E. Cary Street,
Richmond, VA 23219-4000 (13.66%); (3) Painers Mill Venture GP, 19
E Fayette Street, Baltimore, MD 21202-6420 (10.72%); and (4) County of
Henrico, c/o Central Fidelity National Bank, P.O. Box 27682, Richmond,
VA 23261-7602 (9.69%)
Dreyfus Government Prime Cash Management
Institutional Shares: (1) National City Invesmtents Capital Inc., Attn:
Institutional Operations, 1965 East 6th Street, #3090, Cleveland, OH
44114-2214 (99.89%).
Administrative Shares: (1) MBC Investment Corporation, c/o Mellon Bank,
Attn: Michael Botsford, 919 North Market Street, Wilmington, DE 19801-
3023 (100%).
Investor Shares: (1) The Fitzgerald Family Trust #2, c/o Desmond
Fitzgerald, 2015 West Main Street, Stamford, CT 06902-4536 (79.94%);
and (2) F D Security Systems Inc., 39 Katonah Ave., Katonah, NY 10536-
2125 (19.98%).
Participant Shares: (1) Republic Bank of California NA, Investment
Dept., 445 North Bedford Drive, Floor 2, Beverly Hills, CA 90210-4302
(99.99%).
Dreyfus Treasury Cash Management
Institutional Shares: (1) Bost & Co., Attn: John R. Kacinko, 153-3615,
3 Mellon Bank Center, Pittsburgh, PA 15259 (12.02%); (2) Chase
Manhattan Bank NA, GSS as agent, Attn: Income Services, Four
New York Plaza, Floor 13, New York, NY 10004-2413 (6.87%); (3) Laba &
Company, c/o LaSalle National Bank, Attn: Security Movement, Room
1811, P.O. Box 1443, Chicago, Ill 60690-1443 (6.71%); (4) Bankers
Trust Company, Corporate Trust & Agency Group, Collections Account
Chevy Chase 94-1, 4 Albany Street, New York, NY 1006-1511 (6.62%);
and (5) Bost & Co., Attn: John Kacinko 153-3615, 3 Mellon Bank
Center, Pittsburgh, PA 15259 (6.13%).
Administrative Shares: (1) Premier Mutual Fund Services, Inc., Attn:
Paul Prescott, 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).
Investor Shares: (1) Harris Trust & Savings Bank, Attn: Mutual Fund
Unit, 111 West Monroe Street, Chicago, IL 60603-4004 (21.38%); (2)
First Security Bank of Utah, Attn: Money Market Desk, 5416 West Amelia
Earhart Drive, PO Box 25297, Salt Lake City, UT 84125-0297 (21.11%);
(3) Mellon Bank, AIS PL In-Process Account, Invest Products-Theresa
Wojtczak, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
(15.39%); (4) Mellon Bank, AIS PT In-Process Account, Invest Products-
Theresa Wojtczak-East, Three Mellon Bank Center, Room 153-2502,
Pittsburgh, PA 15259 (8.84%); and (5) Mellon Bank NA, Capital Markets
Customers, Cindy Kieffer, One Mellon Bank Center, Room 151-0440,
Pittsburgh, PA 15258-0001 (5.22%).
Participant Shares: (1) Zions First National Bank, Attn: Trust
Operations Dept., 600 17th Street #930, Denver, CO 80202-5402 (38.49%);
(2) Central Fidelity Bank, Attn: Trust Securities Operations, Variable
Note Desk, 1021 East Cary Street, Richmond, VA 23219-4000 (38.18%); and
(3) SYAG, c/o Stock Yards Bank & Trust Co., PO Box 32890, Louisville,
KY 40232-2890 (19.14%).
Dreyfus Treasury Prime Cash Management
Institutional Shares: (1) Allen & Co., Inc., 711 Fifth Ave., Floor 8,
New York, NY 10022-3109 (8.49%); and (2) Lark & Co., Attn: Trust
Operations, PO Box 1471, Little Rock, AR 72203-1471 (5.17%).
Administrative Shares: (1) Louis H. Welch & Michu Y. Welch TTEES, Louis
& Michu Welch Family Trust, DTD 6/9/95, 49 Belcourt Drive, Newport
Beach, CA 92660-4214 (36.38%); (2) Chinyol Yi TTEE, Chinyol & Donna
Family Trust, DTD 5/24/95, 140 Irvine Cove Circle, Laguan Beach, CA
92651-1041 (33.59%); (3) Kyong Hui Yi TTEE, Kyong Hui Yi Family Trust,
DTD 6/19/95, Three Chatham Ct., Newport Beach, CA 92660-4229 (16.95%);
and (4) Kankakee Bancorp Inc., Attn: Ron Walters, 310 South Schuyler
Ave., Kankakee, IL 60901-3812 (7.43%).
Investor Shares: (1) For Exclusive Benefit of Customers of FBS
Investment Services Inc., 100 South 5th Street, Suite 1300,
Minneapolis, MN 55402-1210 (19.80%); (2) Harris Trust & Savings Bank,
Attn: Mutual Fund Unit 111 West Monroe Street, Chicago, IL 60603-4004
(17.08%); (3) Saturn & Co., c/o Investors Bank & Trust Company, Mail
Code FPG 90, PO Box 9130, Boston, MA 02117-9130 (12.37%); (4) VAR &
Company, c/o US Bank NA, Attn: Linda Fritz SPFT09024, First Trust
Center, 180 Fifth Street East, Saint Paul, MN 55101-1631 (9.00%); and
(5) Kinco & Co., c/o Republic National Bank of NY, One Hanson Place,
Brooklyn, NY 11243-2900 (7.84%).
Participant Shares: (1) Saturn & Co., c/o Investors Bank & Trust
Company, Mail Code FPG 90, PO Box 9130, Boston, MA 02117-9130 (53.58%);
and (2) Republic Bank of California NA, 445 North Bedford Drive, Floor
2, Beverly Hills, CA 90210-4302 (31.75%).
Dreyfus Municipal Cash Management Plus
Institutional Shares: (1) Comerica Bank, Attn: Mutual Fund Operations,
PO Box 650282, Dallas, TX 75265-0282 (14.79%); (2) Chemical Bank Corp.
Trust, Attn: Daniel Mahoney, 450 West 33rd Street, Floor 15, New York
10001-2603 (12.26%); (3) Bank One Texas, Attn: Mutual Funds Processing,
Lower Level 2, 1717 Main Street, Dallas, TX 75201-4605 (10.89%); (4)
Comerica Bank, Attn: Fixed Income, 201 West Fort Street, Floor 3,
Detroit, MI 48226-3230 (9.28%); (5) Banc One Capital Corporation, 1717
Main Street, Dallas, TX 75201-4605 (6.47%); (6) Crestar Bank, Attn: CSC
Operations HDQ 5706, Linda Leslie, 919 East Main Street, Richmond, VA
23219-4625 (6.27%); and (7) NBD Bank NA, One Indiana Square Suite 914,
Indianapolis, IN 46266 (5.98%).
Administrative Shares: (1) Premier Mutual Fund Services, Inc., Attn:
Paul Prescott, 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).
Investor Shares: (1) For Exclusive Benefit of Customers of FBS
Investment Services Inc., 100 South Fifth Street, Suite 1300,
Minneapolis, MN 55402-1210 (29.50%); (2) Capital Network Service, Attn:
Donna Howell, One Bush Street, San Francisco, CA 94104-4425 (22.41%);
(3) William S. Wagner, 3300 North East 192nd Street, Apt. 617,
Aventura, FL 33180-2430 (9.23%) (4) NBD Bank NA, One Indiana Square,
Suite 914, Indianapolis, IN 46266 (7.75%) and (5) Elixir Industries,
17925 South Broadway, Gardenia, CA 90248 (6.82%).
Participant Shares: (1) SYAG, Stock Yards Bank & Trust Company, Attn:
Trust Operations, PO Box 32890, Louisville, KY 40232-2890 (99.10%).
Dreyfus Tax Exempt Cash Management
Institutional Shares: (1) Nationsbanc Montgomery SEC LLC, Money Market
Funds Omnibus, 600 Montgomery Street, Suite 4, San Francisco, CA 94111-
2702, (8.68%).
Administrative Shares: (1) Premier Mutual Fund Services Inc., Attn:
Paul Prescott, 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).
Investor Shares: (1) Central Fidelity Bank, Attn: Trust Securities
Operations, Variable Note Desk, 1021 East Cary Street, Richmond, VA
23219-4000 (48.68%); and (2) Mellon Bank, AIS PL In-Process Account,
Leah Orbell, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA
15259 (16.35%).
Participant Shares: (1) Saturn & Co., c/o Investors Bank & Trust
Company, Mail Code FPG 90, PO Box 9130, Boston, MA 02117-9130 (98.57%).
Dreyfus New York Municipal Cash Management
Institutional Shares: (1) Frederic Seegal, c/o Wasserstein Perella, 31
West 52nd Street, Floor 27, New York, NY 10019-6118 (7.41%); (2) Martin
E. Zweig, 900 Third Ave., Floor 30, New York, NY 10022-4728 (6.22%) and
(3) Hare & Company, c/o The Bank of New York, Attn: Short Term
Investment Fund, One Wall Street, Floor 5, New York, NY 10286 (5.47%).
Administrative Shares: (1) Premier Mutual Fund Services, Inc., Attn:
Paul Prescott, 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).
Investor Shares: (1) Ronald M. Weiss & Helene A. Weiss, JT TEN, 950
Park Avenue, New York, NY 10028-0320 (56.34%); (2) Midtown Electric
Supply Corp., 157 West 18th Street, New York, NY 10011-4101 (14.97%);
(3) Royal Farms Inc., 2101 Avenue X, Brooklyn, NY 11235-2910 (7.02%).
Participant Shares: (1) Carolyn Lundgren, 9 Robin Hill Road, Scarsdale,
NY 10583-2607 (60.95%); (2) Norman Feinberg, 555 Theodore Fremd Ave.,
Suite B-304, Rye, NY 10580-1437 (16.77%); and (3) Eleanor Goldberg, 415
Nassau Boulevard, West Hempstead, NY 11552 (11.47%).
Dreyfus Government Cash Management Funds
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 Dreyfus
Government Cash Management; with respect to Institutional
Shares, for each of the ten years in the period ended January
31, 1998; with respect to Investor Shares, for the period
from January 10, 1994 (commencement of initial offerings) to
January 31, 1994, for each of the four years in the period
ended January 31, 1998; and with respect to Administrative
Shares and Participant Shares, for the period November 21,
1996 (commencement of initial offerings) to January 31, 1997
and for the fiscal year ended January 31, 1998.
Included in Part B of the Registration Statement:
Statement of Investments*
Statement of Assets and Liabilities*
Statement of Operations*
Statement of Changes in Net Assets*
Notes to Financial Statements*
Report of Independent Auditors*
___________________________
* Incorporated by reference to Registrant's Annual Report to Shareholders
on Form N-30D filed with the Commission on April 3, 1998.
All Schedules 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 thereto 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)(b) of Post-
Effective Amendment No. 12 to the Registration Statement on Form
N-1A, filed on September 30, 1993. Articles of Amendment dated
February 18, 1998.
(2) Registrant's By-Laws are incorporated by reference to Exhibit (2) of
Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A, filed on October 25, 1995.
(4) Specimen certificate for the Registrant's securities is incorporated
by reference to Exhibit (4) of Pre-Effective
Amendment No. 3 to the Registration Statement on Form N-1A, filed
on March 24, 1987.
(5) Management Agreement, as revised.
(6) Distribution Agreement, as revised.
(8)(a) Amended and Restated Custody Agreement is incorporated
by reference to Exhibit (8)(a) of Post-Effective Amendment No. 17
to the Registration Statement on Form N-1A, filed on October 25,
1995.
(8)(b)Sub-Custodian Agreements is incorporated by reference to Exhibit
(8)(b) of Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A, filed on October 25, 1995.
(9) Shareholder Services Plan, as revised.
(10) Opinion and consent of Registrant's counsel is incorporated
by reference to Exhibit (10) of Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A, filed on October 25,
1995.
(11) Consent of Independent Auditors.
(15) Service Plan, as revised.
(16) Schedules of Computation of Performance Data for Dreyfus Government
Cash Management is incorporated by reference to Exhibit (16) of Post-
Effective No. 13 to the Registration Statement on
Form N-1A filed on May 27, 1994.
(17) Financial Data Schedule.
(18) Rule 18f-3 Plan, as revised.
Item 24. Financial Statements and Exhibits. - List (Continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Power of Attorney of Board Members.
(b) Power of Attorney of Officers.
(c) Certificate of Assistant Secretary.
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 12, 1998
______________ ________________________________
Shares of Beneficial Interest Dreyfus
(Par value $.001) Government
Dreyfus Government Prime Cash
Cash Management Management
Institutional Shares 369 3
Administrative Shares 10 1
Investor Shares 275 4
Participant Shares 49 4
Item 27. Indemnification
_______ _______________
Reference is made to Article EIGHT of the Registrant's Amended
and Restated Agreement and Declaration of Trust previously filed as
Exhibit 1 to Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A on September 30, 1993. The application of
these provisions is limited by Article 10 of the Registrant's By-
Laws previously filed as Exhibit 2 to Post-Effective Amendment No.
17 to the Registration Statement on Form N-1A on October 25, 1995
and by the following undertaking set forth in the rules promulgated
by the Securities and Exchange Commission: Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a trustee, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in such Act and will be
governed by the final adjudication of such issue.
Reference is also made to the Distribution Agreement filed as
Exhibit (6) herewith.
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 a registered broker-dealer 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 Investment Advisors, 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:
Skillman Foundation;
Member of The Board of Vintners Intl.
BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive Officer and
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company****;
Vice Chairman of the Board:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation***;
Executive Officer, The Boston Company****;
Chief Operating Deputy Director:
Officer and a Mellon Trust***;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.****;
President:
Boston Safe Deposit and Trust Company****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.**;
Director:
Dreyfus America Fund+++;
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****
RICHARD F. SYRON Chairman of the Board and
Director Chief Executive Officer:
American Stock Exchange
86 Trinity Place
New York, New York 10006;
Director:
John Hancock Mutual Life Insurance Company
John Hancock Place, Box 111
Boston, Massachusetts 02117;
Thermo Electron Corporation
81 Wyman Street, Box 9046
Waltham, Massachusetts 02254-9046;
American Business Conference
1730 K Street, NW, Suite 120
Washington, D.C. 20006;
Trustee:
Boston College - Board of Trustees
140 Commonwealth Ave.
Chestnut Hill, Massachusetts 02167-3934
J. DAVID OFFICER Vice Chairman:
Vice Chairman The Dreyfus Corporation*;
Director:
Dreyfus Financial Services Corporation*****;
Dreyfus Investment Services Corporation*****;
Mellon Trust of Florida
2875 Northeast 191st Street
North Miami Beach, Florida 33180;
Mellon Preferred Capital Corporation****;
Boston Group Holdings, Inc.****;
Mellon Trust of New York
1301 Avenue of the Americas - 41st Floor
New York, New York 10019;
Mellon Trust of California
400 South Hope Street
Los Angeles, California 90071-2806;
Executive Vice President:
Mellon Bank, N.A.***;
Vice Chairman and Director:
The Boston Company, Inc.****;
President and Director:
RECO, Inc.****;
The Boston Company Financial Services,
Inc.****;
Boston Safe Deposit and Trust Company****;
RONALD P. O'HANLEY Vice Chairman:
Vice Chairman The Dreyfus Corporation*;
Director:
The Boston Company Asset Management, LLC****;
TBCAM Holding, Inc.****;
Franklin Portfolio Holdings, Inc.
Two International Place - 22nd Floor
Boston, Massachusetts 02110;
Mellon Capital Management Corporation
595 Market Street, Suite #3000
San Francisco, California 94105;
Certus Asset Advisors Corporation
One Bush Street, Suite 450
San Francisco, California 94104;
Mellon-France Corporation***;
Chairman and Director:
Boston Safe Advisors, Inc.****;
Partner Representative:
Pareto Partners
271 Regent Street
London, England W1R 8PP;
Chairman and Trustee:
Mellon Bond Associates, LLP***;
Mellon Equity Associates, LLP***;
Trustee:
Laurel Capital Advisors, LLP***;
Chairman, President and Chief Executive Officer:
Mellon Global Investing Corp.***;
Partner:
McKinsey & Company, Inc.
Boston, Massachusetts
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus America Fund+++;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
MARK N. JACOBS Vice President, Secretary and Director:
Vice President, Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.**;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Dreyfus Transfer, Inc.
Fund Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
WILLIAM V. HEALEY President:
Assistant Secretary The Truepenny Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
Secretary and Director:
Dreyfus Partnership Management Inc.*;
Director:
The Dreyfus Trust Company++;
Assistant Secretary:
Dreyfus Service Corporation*;
Dreyfus Investment Advisors, Inc.*;
Assistant Clerk:
Dreyfus Insurance Agency of Massachusetts,
Inc.+++++
______________________________________
* The address of the business so indicated is 200 Park Avenue, New York,
New York 10166.
** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
*** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
**** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
***** The address of the business so indicated is Union Trust Building,
501 Grant Street, Room 179, Pittsburgh, Pennsylvania 15259;
+ 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 69, Route `d'Esch, L-
1470 Luxembourg.
++++ The address of the business so indicated is 69, Route `d'Esch, L-
2953 Luxembourg.
+++++ The address of the business so indicated is 53 State Street, Boston,
Massachusetts 02103.
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 Funds, 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 GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
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) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Growth and Income Fund, Inc.
24) Dreyfus Growth and Value Funds, Inc.
25) Dreyfus Growth Opportunity Fund, Inc.
26) Dreyfus Income Funds
27) Dreyfus Index Funds, Inc.
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Preferred Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Funds, Inc.
34) Dreyfus Investment Grade Bond Funds, Inc.
35) The Dreyfus/Laurel Funds, Inc.
36) The Dreyfus/Laurel Funds Trust
37) The Dreyfus/Laurel Tax-Free Municipal Funds
38) Dreyfus LifeTime Portfolios, Inc.
39) Dreyfus Liquid Assets, Inc.
40) Dreyfus Massachusetts Intermediate Municipal Bond Fund
41) Dreyfus Massachusetts Municipal Money Market Fund
42) Dreyfus Massachusetts Tax Exempt Bond Fund
43) Dreyfus MidCap Index Fund
44) Dreyfus Money Market Instruments, Inc.
45) Dreyfus Municipal Bond Fund, Inc.
46) Dreyfus Municipal Cash Management Plus
47) Dreyfus Municipal Money Market Fund, Inc.
48) Dreyfus New Jersey Intermediate Municipal Bond Fund
49) Dreyfus New Jersey Municipal Bond Fund, Inc.
50) Dreyfus New Jersey Municipal Money Market Fund, Inc.
51) Dreyfus New Leaders Fund, Inc.
52) Dreyfus New York Insured Tax Exempt Bond Fund
53) Dreyfus New York Municipal Cash Management
54) Dreyfus New York Tax Exempt Bond Fund, Inc.
55) Dreyfus New York Tax Exempt Intermediate Bond Fund
56) Dreyfus New York Tax Exempt Money Market Fund
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 Premier California Municipal Bond Fund
64) Dreyfus Premier Equity Funds, Inc.
65) Dreyfus Premier International Funds, Inc.
66) Dreyfus Premier GNMA Fund
67) Dreyfus Premier Worldwide Growth Fund, Inc.
68) Dreyfus Premier Insured Municipal Bond Fund
69) Dreyfus Premier Municipal Bond Fund
70) Dreyfus Premier New York Municipal Bond Fund
71) Dreyfus Premier State Municipal Bond Fund
72) Dreyfus Premier Value Fund
73) Dreyfus Short-Intermediate Government Fund
74) Dreyfus Short-Intermediate Municipal Bond Fund
75) The Dreyfus Socially Responsible Growth Fund, Inc.
76) Dreyfus Stock Index Fund, Inc.
77) Dreyfus Tax Exempt Cash Management
78) The Dreyfus Third Century Fund, Inc.
79) Dreyfus Treasury Cash Management
80) Dreyfus Treasury Prime Cash Management
81) Dreyfus Variable Investment Fund
82) Dreyfus Worldwide Dollar Money Market Fund, Inc.
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
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Tresurer and Chief Financial Officer and Assistant
Treasurer
Richard W. Ingram Executive Vice President Vice President
and Assistant
Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is 60 State Street, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York
10166.
Item 30. Location of Accounts and Records
________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. 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 Board member or Board members when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares 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 28th day of May, 1998.
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
BY: /s/Marie E. Connolly*
----------------------------------
Marie E. Connolly, 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
dates indicated.
Signatures Title Date
__________________________ _________ ---------
/s/Marie E. Connolly* President and Treasurer 05/28/98
(Principal Executive, Financial
- ---------------------------- and Accounting Officer)
Marie E. Connolly
/s/Joseph S. DiMartino Trustee 05/28/98
- ----------------------------
Joseph S. DiMartino
/s/David W. Burke* Trustee 05/28/98
- ----------------------------
David W. Burke
/s/Isabel P. Dunst* Trustee 05/28/98
- ----------------------------
Isabel P. Dunst
/s/Lyle E. Gramley* Trustee 05/28/98
- ----------------------------
Lyle E. Gramley
/s/Warren B. Rudman* Trustee 05/28/98
- ----------------------------
Warren B. Rudman
*BY: /s/ Elba Vasquez
Elba Vasquez
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number Exhibit
(1) Articles of Amendment dated February 18, 1998
(5) Management Agreement, as revised
(6) Distribution Agreement, as revised
(9) Shareholder Services Agreement, as revised
(11) Consent of Independent Auditors
(15) Service Plan, as revised
(17) Financial Data Schedule
(18) Rule 18f-3, as revised
Other Exhibits
(a) Power of Attorney of Board members
(b) Power of Attorney of Officer
(c) Certificate of Assistant Secretary
EXHIBIT A
DREYFUS GOVERNMENT CASH MANAGEMENT
ARTICLES OF AMENDMENT
Dreyfus Government Cash Management, a business trust formed by an
Agreement and Declaration of Trust dated June 4, 1986 pursuant to the laws
of The Commonwealth of Massachusetts (the "Trust"), hereby certifies to the
Secretary of State of The Commonwealth of Massachusetts that:
FIRST: The Agreement and Declaration of Trust of the Trust is
hereby amended by striking out Article I, Section 1 and inserting in lieu
thereof the following:
"Section 1. Name. This Trust shall be known as
'Dreyfus Government Cash Management Funds.'"
SECOND: The amendment to the Agreement and Declaration of Trust
herein made was duly approved at a meeting of the Trustees of the Trust on
January 30, 1998 pursuant to Article IX, Section 8 of the Agreement and
Declaration of Trust.
IN WITNESS WHEREOF, Dreyfus Government Cash Management has caused
these Articles to be filed in its name and on its behalf by its Trustees.
DREYFUS GOVERNMENT CASH MANAGEMENT
By:/s/ Joseph S. DiMartino
Joseph S. DiMartino, Trustee
By:/s/ David W. Burke
David W. Burke, Trustee
By:/s/ Isabel P. Dunst
Isabel P. Dunst, Trustee
By:/s/ Lyle E. Gramley
Lyle E. Gramley, Trustee
By:/s/ Warren B. Rudman
Warren B. Rudman, Trustee
MANAGEMENT AGREEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended, January 30, 1998
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund") consisting of the
series named on Schedule 1 hereto, as such Schedule may be revised from time
to time (each, a "Series"), herewith confirms its agreement with you as
follows:
The Fund desires to employ its capital by investing and reinvesting
the same in investments of the type and in accordance with the limitations
specified in its charter documents and in its Prospectus and Statement of
Additional Information as from time to time in effect, copies of which have
been or will be submitted to you, and in such manner and to such extent as
from time to time may be approved by the Fund's Board. The Fund desires to
employ you to act as the Fund's investment adviser.
In this connection it is understood that from time to time you will
employ or associate with yourself such person or persons as you may believe
to be particularly fitted to assist you in the performance of this Agreement.
Such person or persons may be officers or employees who are employed by both
you and the Fund. The compensation of such person or persons shall be paid
by you and no obligation may be incurred on the Fund's behalf in any such
respect.
Subject to the supervision and approval of the Fund's Board, you
will provide investment management of each Series' portfolio in accordance
with such Series' investment objectives and policies as stated in the Fund's
Prospectus and Statement of Additional Information as from time to time in
effect. In connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct a continuous
program of investment, evaluation and, if appropriate, sale and reinvestment
of such Series' assets. You will furnish to the Fund such statistical
information, with respect to the investments which a Series may hold or
contemplate purchasing, as the Fund may reasonably request. The Fund wishes
to be informed of important developments materially affecting any Series'
portfolio and shall expect you, on your own initiative, to furnish to the
Fund from time to time such information as you may believe appropriate for
this purpose.
In addition, you will supply office facilities (which may be in
your own offices), data processing services, clerical, accounting and
bookkeeping services, internal auditing and legal services, internal
executive and administrative services, and stationery and office supplies;
prepare reports to each Series' stockholders, tax returns, reports to and
filings with the Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of each Series' shares; and
generally assist in all aspects of the Fund's operations. You shall have the
right, at your expense, to engage other entities to assist you in performing
some or all of the obligations set forth in this paragraph, provided each
such entity enters into an agreement with you in form and substance
reasonably satisfactory to the Fund. You agree to be liable for the acts or
omissions of each such entity to the same extent as if you had acted or
failed to act under the circumstances.
You shall exercise your best judgment in rendering the services to
be provided to the Fund hereunder and the Fund agrees as an inducement to
your undertaking the same that you shall not be liable hereunder for any
error of judgment or mistake of law or for any loss suffered by one or more
Series, provided that nothing herein shall be deemed to protect or purport to
protect you against any liability to the Fund or a Series or to its security
holders to which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of your duties
hereunder, or by reason of your reckless disregard of your obligations and
duties hereunder.
In consideration of services rendered pursuant to this Agreement,
the Fund will pay you on the first business day of each month a fee at the
rate set forth opposite each Series' name on Schedule 1 hereto. Net asset
value shall be computed on such days and at such time or times as described
in the Fund's then-current Prospectus and Statement of Additional
Information. The fee for the period from the date of the commencement of the
public sale of a Series' shares to the end of the month during which such
sale shall have been commenced shall be pro-rated according to the proportion
which such period bears to the full monthly period, and upon any termination
of this Agreement before the end of any month, the fee for such part of a
month shall be pro-rated according to the proportion which such period bears
to the full monthly period and shall be payable upon the date of termination
of this Agreement.
For the purpose of determining fees payable to you, the value of
each Series' net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of each Series' net
assets.
You will bear all expenses in connection with the performance of
your services under this Agreement. All other expenses to be incurred in the
operation of the Fund will be borne by the Fund, except to the extent
specifically assumed by you. The expenses to be borne by the Fund include,
without limitation, the following: organizational costs, taxes, interest,
loan commitment fees, interest and distributions paid on securities sold
short, brokerage fees and commissions, if any, fees of Board members who are
not your officers, directors or employees or holders of 5% or more of your
outstanding voting securities, Securities and Exchange Commission fees and
state Blue Sky qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining the Fund's existence,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing stockholders, costs of stockholders' reports
and meetings, and any extraordinary expenses.
As to each Series, if in any fiscal year the aggregate expenses of
such Series (including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent of the
necessary state securities commissions, extraordinary expenses) exceed 1-1/2%
of the average value of such Series' net assets for the fiscal year, the Fund
may deduct from the fees to be paid hereunder, or you will bear, such excess
expense. Your obligation pursuant hereto will be limited to the amount of
your fees hereunder. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be, on a monthly
basis.
The Fund understands that you now act, and that from time to time
hereafter you may act, as investment adviser to one or more other investment
companies and fiduciary or other managed accounts, and the Fund has no
objection to your so acting, provided that when the purchase or sale of
securities of the same issuer is suitable for the investment objectives of
two or more companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a manner
believed by you to be equitable to each company or account. It is recognized
that in some cases this procedure may adversely affect the price paid or
received by one or more Series or the size of the position obtainable for or
disposed of by one or more Series.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to limit or
restrict your right or the right of any of your affiliates to engage in and
devote time and attention to other businesses or to render services of
whatever kind or nature.
You shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except for a loss resulting from willful misfeasance,
bad faith or gross negligence on your part in the performance of your duties
or from reckless disregard by you of your obligations and duties under this
Agreement. Any person, even though also your officer, director, partner,
employee or agent, who may be or become an officer, Board member, employee or
agent of the Fund, shall be deemed, when rendering services to the Fund or
acting on any business of the Fund, to be rendering such services to or
acting solely for the Fund and not as your officer, director, partner,
employee or agent or one under your control or direction even though paid by
you.
As to each Series, this Agreement shall continue until the date set
forth opposite such Series' name on Schedule 1 hereto (the "Reapproval Date")
and thereafter shall continue automatically for successive annual periods
ending on the day of each year set forth opposite the Series' name on
Schedule 1 hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board or (ii) vote
of a majority (as defined in the Investment Company Act of 1940) of such
Series' outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's Board members who
are not "interested persons" (as defined in said Act) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. As to each Series, this Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board or by vote of
holders of a majority of such Series' shares or, upon not less than 90 days'
notice, by you. This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in said Act).
The Fund recognizes that from time to time your directors, officers
and employees may serve as directors, trustees, partners, officers and
employees of other corporations, business trusts, partnerships or other
entities (including other investment companies) and that such other entities
may include the name "Dreyfus" as part of their name, and that your
corporation or its affiliates may enter into investment advisory or other
agreements with such other entities. If you cease to act as the Fund's
investment adviser, the Fund agrees that, at your request, the Fund will take
all necessary action to change the name of the Fund to a name not including
"Dreyfus" in any form or combination of words.
This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund.
The obligations of this Agreement shall only be binding upon the assets and
property of the Fund or the affected Series, as the case may be, and shall
not be binding upon any Board member, officer or shareholder of the Fund
individually.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval
Day
Dreyfus .20 of 1% June 11, 1998 June 11th
Government Cash
Management
Dreyfus Government
Prime Cash .20 of 1% June 11, 1999 June 11th
Management
DISTRIBUTION AGREEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
200 Park Avenue
New York, New York 10166
August 24, 1994
As Revised, January 30, 1998
Premier Mutual Fund Services, Inc.
60 State Street
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund") has
agreed that you shall be, for the period of this agreement, the distributor
of (a) shares of each Series of the Fund set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time (each, a "Series") or (b) if no
Series are set forth on such Exhibit, shares of the Fund. For purposes of
this agreement the term "Shares" shall mean the authorized shares of the
relevant Series, if any, and otherwise shall mean the Fund's authorized
shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares covered
by, and in accordance with, the registration statement and prospectus then in
effect under the Securities Act of 1933, as amended, and will transmit
promptly any orders received by you for purchase or redemption of Shares to
the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has
notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the
sale of Shares. It is contemplated that you will enter into sales or
servicing agreements with securities dealers, financial institutions and
other industry professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your own behalf
as principal.
1.3 You shall act as distributor of Shares in compliance with all
applicable laws, rules and regulations, including, without limitation, all
rules and regulations made or adopted pursuant to the Investment Company Act
of 1940, as amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange Act of 1934,
as amended.
1.4 Whenever in their judgment such action is warranted by market,
economic or political conditions, or by abnormal circumstances of any kind,
the Fund's officers may decline to accept any orders for, or make any sales
of, any Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you promptly of such
determination.
1.5 The Fund agrees to pay all costs and expenses in connection
with the registration of Shares under the Securities Act of 1933, as amended,
and all expenses in connection with maintaining facilities for the issue and
transfer of Shares and for supplying information, prices and other data to be
furnished by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and statements of
additional information for regulatory purposes and for distribution to
shareholders; provided, however, that nothing contained herein shall be
deemed to require the Fund to pay any of the costs of advertising the sale of
Shares.
1.6 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take all actions which may
be reasonably necessary in the discretion of the Fund's officers in
connection with the qualification of Shares for sale in such states as you
may designate to the Fund and the Fund may approve, and the Fund agrees to
pay all expenses which may be incurred in connection with such qualification.
You shall pay all expenses connected with your own qualification as a dealer
under state or Federal laws and, except as otherwise specifically provided in
this agreement, all other expenses incurred by you in connection with the
sale of Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in
connection with the sale of Shares, such information with respect to the Fund
or any relevant Series and the Shares as you may reasonably request, all of
which shall be signed by one or more of the Fund's duly authorized officers;
and the Fund warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and correct. The Fund
also shall furnish you upon request with: (a) semi-annual reports and annual
audited reports of the Fund's books and accounts made by independent public
accountants regularly retained by the Fund, (b) quarterly earnings statements
prepared by the Fund, (c) a monthly itemized list of the securities in the
Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets
as soon as practicable after the end of each month, and (e) from time to time
such additional information regarding the Fund's financial condition as you
may reasonably request.
1.8 The Fund represents to you that all registration statements
and prospectuses filed by the Fund with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, with respect to the Shares have
been carefully prepared in conformity with the requirements of said Acts and
rules and regulations of the Securities and Exchange Commission thereunder.
As used in this agreement the terms "registration statement" and "prospectus"
shall mean any registration statement and prospectus, including the statement
of additional information incorporated by reference therein, filed with the
Securities and Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission. The Fund
represents and warrants to you that any registration statement and
prospectus, when such registration statement becomes effective, will contain
all statements required to be stated therein in conformity with said Acts and
the rules and regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will be true and
correct when such registration statement becomes effective; and that neither
any registration statement nor any prospectus when such registration
statement becomes effective will include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such amendment or
amendments to any registration statement and such supplement or supplements
to any prospectus as, in the light of future developments, may, in the
opinion of the Fund's counsel, be necessary or advisable. If the Fund shall
not propose such amendment or amendments and/or supplement or supplements
within fifteen days after receipt by the Fund of a written request from you
to do so, you may, at your option, terminate this agreement or decline to
make offers of the Fund's securities until such amendments are made. The
Fund shall not file any amendment to any registration statement or supplement
to any prospectus without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement shall in any way
limit the Fund's right to file at any time such amendments to any
registration statement and/or supplements to any prospectus, of whatever
character, as the Fund may deem advisable, such right being in all respects
absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form
furnished to you from time to time, in connection with the sale of Shares.
The Fund agrees to indemnify, defend and hold you, your several officers and
directors, and any person who controls you within the meaning of Section 15
of the Securities Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which you, your officers and
directors, or any such controlling person, may incur under the Securities Act
of 1933, as amended, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement, of a material
fact contained in any registration statement or any prospectus or arising out
of or based upon any omission, or alleged omission, to state a material fact
required to be stated in either any registration statement or any prospectus
or necessary to make the statements in either thereof not misleading;
provided, however, that the Fund's agreement to indemnify you, your officers
or directors, and any such controlling person shall not be deemed to cover
any claims, demands, liabilities or expenses arising out of any untrue
statement or alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in conformity
with written information furnished to the Fund by you specifically for use in
the preparation thereof. The Fund's agreement to indemnify you, your
officers and directors, and any such controlling person, as aforesaid, is
expressly conditioned upon the Fund's being notified of any action brought
against you, your officers or directors, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Fund at
its address set forth above within ten days after the summons or other first
legal process shall have been served. The failure so to notify the Fund of
any such action shall not relieve the Fund from any liability which the Fund
may have to the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Fund's indemnity agreement contained in this
paragraph 1.9. The Fund will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing chosen by the
Fund and approved by you. In the event the Fund elects to assume the defense
of any such suit and retain counsel of good standing approved by you, the
defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the Fund does not
elect to assume the defense of any such suit, or in case you do not approve
of counsel chosen by the Fund, the Fund will reimburse you, your officers and
directors, or the controlling person or persons named as defendant or
defendants in such suit, for the fees and expenses of any counsel retained by
you or them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in this agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of you, your officers and directors, or
any controlling person, and shall survive the delivery of any Shares. This
agreement of indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective estates, and to
the benefit of any controlling persons and their successors. The Fund agrees
promptly to notify you of the commencement of any litigation or proceedings
against the Fund or any of its officers or Board members in connection with
the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several
officers and Board members, and any person who controls the Fund within the
meaning of Section 15 of the Securities Act of 1933, as amended, free and
harmless from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in connection therewith)
which the Fund, its officers or Board members, or any such controlling
person, may incur under the Securities Act of 1933, as amended, or under
common law or otherwise, but only to the extent that such liability or
expense incurred by the Fund, its officers or Board members, or such
controlling person resulting from such claims or demands, shall arise out of
or be based upon any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund specifically
for use in the Fund's registration statement and used in the answers to any
of the items of the registration statement or in the corresponding statements
made in the prospectus, or shall arise out of or be based upon any omission,
or alleged omission, to state a material fact in connection with such
information furnished in writing by you to the Fund and required to be stated
in such answers or necessary to make such information not misleading. Your
agreement to indemnify the Fund, its officers and Board members, and any such
controlling person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or Board
members, or any such controlling person, such notification to be given by
letter or telegram addressed to you at your address set forth above within
ten days after the summons or other first legal process shall have been
served. You shall have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such action is
based solely upon such alleged misstatement or omission on your part, and in
any other event the Fund, its officers or Board members, or such controlling
person shall each have the right to participate in the defense or preparation
of the defense of any such action. The failure so to notify you of any such
action shall not relieve you from any liability which you may have to the
Fund, its officers or Board members, or to such controlling person by reason
of any such untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of your indemnity agreement contained in
this paragraph 1.10. This agreement of indemnity will inure exclusively to
the Fund's benefit, to the benefit of the Fund's officers and Board members,
and their respective estates, and to the benefit of any controlling persons
and their successors. You agree promptly to notify the Fund of the
commencement of any litigation or proceedings against you or any of your
officers or directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under
any of the provisions of this agreement and no orders for the purchase or
sale of such Shares hereunder shall be accepted by the Fund if and so long as
the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions
of the Securities Act of 1933, as amended, or if and so long as a current
prospectus as required by Section 10 of said Act, as amended, is not on file
with the Securities and Exchange Commission; provided, however, that nothing
contained in this paragraph 1.11 shall in any way restrict or have an
application to or bearing upon the Fund's obligation to repurchase any Shares
from any shareholder in accordance with the provisions of the Fund's
prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement or
prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the effectiveness
of the registration statement or prospectus then in effect or the
initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue any
statement of a material fact made in the registration statement or
prospectus then in effect or which requires the making of a change
in such registration statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to any registration
statement or prospectus which may from time to time be filed with
the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you shall be
offered for sale at a price per share (the "offering price") approximately
equal to (a) their net asset value (determined in the manner set forth in the
Fund's charter documents) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be the
percentage of the offering price of such Shares as set forth in the Fund's
then-current prospectus. The offering price, if not an exact multiple of one
cent, shall be adjusted to the nearest cent. In addition, Shares of any
class of the Fund offered for sale by you may be subject to a contingent
deferred sales charge as set forth in the Fund's then-current prospectus. You
shall be entitled to receive any sales charge or contingent deferred sales
charge in respect of the Shares. Any payments to dealers shall be governed
by a separate agreement between you and such dealer and the Fund's then-
current prospectus.
3. Term
This agreement shall continue until the date (the "Reapproval
Date") set forth on Exhibit A hereto (and, if the Fund has Series, a separate
Reapproval Date shall be specified on Exhibit A for each Series), and
thereafter shall continue automatically for successive annual periods ending
on the day (the "Reapproval Day") of each year set forth on Exhibit A hereto,
provided such continuance is specifically approved at least annually by
(i) the Fund's Board or (ii) vote of a majority (as defined in the Investment
Company Act of 1940) of the Shares of the Fund or the relevant Series, as the
case may be, provided that in either event its continuance also is approved
by a majority of the Board members who are not "interested persons" (as
defined in said Act) of any party to this agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval. This
agreement is terminable without penalty, on 60 days' notice, by vote of
holders of a majority of the Fund's or, as to any relevant Series, such
Series' outstanding voting securities or by the Fund's Board as to the Fund
or the relevant Series, as the case may be. This agreement is terminable by
you, upon 270 days' notice, effective on or after the fifth anniversary of
the date hereof. This agreement also will terminate automatically, as to the
Fund or relevant Series, as the case may be, in the event of its assignment
(as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you shall not
perform any services for any entity other than investment companies advised
or administered by The Dreyfus Corporation. The Fund acknowledges that the
persons employed by you to assist in the performance of your duties under
this agreement may not devote their full time to such service and nothing
contained in this agreement shall be deemed to limit or restrict your or any
of your affiliates right to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
5. Miscellaneous
This agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund.
The obligations of this agreement shall only be binding upon the assets and
property of the Fund and shall not be binding upon any Board member, officer
or shareholder of the Fund individually.
Please confirm that the foregoing is in accordance with your
understanding and indicate your acceptance hereof by signing below, whereupon
it shall become a binding agreement between us.
Very truly yours,
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
By:
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:_______________________________
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
Dreyfus Government Cash June 11, 1998 June 11th
Management
Dreyfus Government Prime June 11, 1999 June 11th
Cash Management
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Fund") adopt a Shareholder Services Plan (the
"Plan") under which the Fund would reimburse Dreyfus Service Corporation
("DSC") for certain allocated expenses of providing personal services and/or
maintaining shareholder accounts to (a) shareholders of each series or class
of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time (each, a "Class"). The Plan is not to be adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act"), and the fee under the Plan is intended to be a "service fee" (a
"Service Fee") as defined under the NASD Conduct Rules (the "NASD Rules").
The Fund's Board, in considering whether the Fund should implement
a written plan, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written plan should be
implemented and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use assets attributable to each Class for
such purposes.
In voting to approve the implementation of such a plan, the Board
has concluded, in the exercise of its reasonable business judgment and in
light of applicable fiduciary duties, that there is a reasonable likelihood
that the plan set forth below will benefit the Fund and shareholders of each
Class.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall reimburse DSC an amount not to exceed an annual
rate of .25 of 1% of the value of the average daily net assets attributable
to each Class for its allocated expenses of providing personal services to
shareholders and/or maintaining shareholder accounts; provided that, at no
time, shall the amount paid to DSC under this Plan, together with amounts
otherwise paid by the Fund with respect to such Class as a Service Fee under
the NASD Rules, exceed the maximum amount then payable under the NASD Rules
as a Service Fee. The amount of such reimbursement shall be based on an
expense allocation methodology prepared by DSC annually and approved by the
Fund's Board or on any other basis from time to time deemed reasonable by the
Fund's Board.
2. For the purposes of determining the fees payable under this
Plan, the value of the net assets attributable to each Class shall be
computed in the manner specified in the Fund's charter documents for the
computation of the value of the Fund's net assets attributable to such Class.
3. The Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. As to each Class, this Plan will become effective immediately
upon approval by a majority of the Board members, including a majority of the
Board members 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
this Plan or in any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the purpose of
voting on the approval of this Plan.
5. This Plan shall continue for a period of one year from its
effective date, unless earlier terminated in accordance with its terms, and
thereafter shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the manner
provided in paragraph 4 hereof.
6. As to each Class, this Plan may be amended at any time by the
Board, provided that any material amendments of the terms of this Plan shall
become effective only upon approval as provided in paragraph 4 hereof.
7. As to each Class, this Plan is terminable without penalty at
any time by vote of a majority of the Board members 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 this Plan or in any agreements entered
into in connection with this Plan.
8. The obligations hereunder and under any related Plan agreement
shall only be binding upon the assets and property of the Fund or the
affected Class, as the case may be, and shall not be binding upon any Board
member, officer or shareholder of the Fund individually.
Dated: December 14, 1994
Revised: January 30, 1998
EXHIBIT A
Name of Series and Class
Dreyfus Government Cash Management
Institutional Shares
Dreyfus Government Prime Cash Management
Institutional Shares
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our report
dated March 4, 1998, which is incorporated by reference, in this Registration
Statement (Form N-1A No. 2-89359) of Dreyfus Government Cash Management.
ERNST & YOUNG LLP
New York, New York
May 26, 1998
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
SERVICE PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Fund") adopt a Service Plan (the "Plan") in
accordance with Rule 12b-1, promulgated under the Investment Company Act of
1940, as amended (the "Act"). The Plan would pertain to each series or class
of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time (each, a "Class"). Under the Plan, the Fund would (a)
reimburse the Fund's distributor (the "Distributor") for distributing shares
of each Class (the payments in this clause (a) being referred to as
"Distributor Payments") and (b) pay The Dreyfus Corporation, Dreyfus Service
Corporation and any affiliate of either of them (collectively, "Dreyfus") for
advertising and marketing relating to each Class and for providing certain
services relating to the shareholder accounts of each Class, such as
answering shareholder inquiries regarding the Fund and providing reports and
other information, and services related to the maintenance of shareholder
accounts ("Servicing") (the payments in this clause (b) being referred to as
"Dreyfus Payments"). If this proposal is to be implemented, the Act and said
Rule 12b-1 require that a written plan describing all material aspects of the
proposed financing be adopted by the Fund.
The Fund's Board, in considering whether the Fund should implement a
written plan, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written plan should be
implemented and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use assets attributable to each Class for
such purposes.
In voting to approve the implementation of such a plan, the Board
members have concluded, in the exercise of their reasonable business judgment
and in light of their respective fiduciary duties, that there is a reasonable
likelihood that the plan set forth below will benefit the Fund and the
shareholders of each Class.
The Plan: The material aspects of this Plan are as follows:
1. (a) The aggregate annual fee the Fund may pay under this Plan
for Distributor Payments and Dreyfus Payments (the "Aggregate Amount") in
respect to each Class is set forth on Exhibit A.
(b) The Fund shall reimburse the Distributor in respect of
Distributor Payments (the "Distributor Amount") an amount not to exceed the
annual rate set forth on Exhibit A with respect to each Class.
(c) The Fund shall pay Dreyfus in respect of Dreyfus Payments
an annual fee equal to the difference between the Aggregate Amount and the
Distributor Amount for such year.
(d) Each of the Distributor and Dreyfus may pay one or more
securities dealers, financial institutions (which may include banks) or other
industry professionals, such as investment advisers, accountants and estate
planning firms (severally, a "Service Agent"), a fee in respect of shares of
each Class owned by investors with whom the Service Agent has a Servicing
relationship or for whom the Service Agent is the dealer or holder of record.
Each of the Distributor and Dreyfus shall determine the amounts to be paid to
the Service Agents to which it will make payments under this Plan and the
basis on which such payments will be made. Payments to a Service Agent are
subject to compliance by the Service Agent with the terms of any related Plan
agreement between the Service Agent and the Distributor or Dreyfus, as the
case may be. The fee payable for Servicing is intended to be a "service fee"
as defined under the NASD Conduct Rules.
2. For the purposes of determining the fees payable under this
Plan, the value of the Fund's net assets attributable to each Class shall be
computed in the manner specified in the Fund's charter documents as then in
effect for the computation of the value of the Fund's net assets attributable
to such Class.
3. The Fund's Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. As to each Class, this Plan will become effective upon approval
by (a) holders of a majority of the outstanding shares of such Class, and (b)
a majority of the Board members, including a majority of the Board members
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 this Plan or in
any agreements entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on the approval
of this Plan.
5. This Plan shall continue for a period of one year from its
effective date, unless earlier terminated in accordance with its terms, and
thereafter shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the manner
provided in paragraph 4(b) hereof.
6. As to each Class, this Plan may be amended at any time by the
Fund's Board, provided that (a) any amendment to increase materially the
costs which the Fund may bear pursuant to this Plan shall be effective only
upon approval by a vote of the holders of a majority of the outstanding
shares of such Class, and (b) any material amendments of the terms of this
Plan shall become effective only upon approval as provided in paragraph 4(b)
hereof.
7. As to each Class, this Plan is terminable without penalty at
any time by (a) vote of a majority of the Board members 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 this Plan or in any
agreements entered into in connection with this Plan, or (b) vote of the
holders of a majority of the outstanding shares of such Class.
8. The obligations hereunder and under any related Plan agreement
shall only be binding upon the assets and property of the Fund or the
affected Class, as the case may be, and shall not be binding upon any Board
member, officer or shareholder of the Fund individually.
Dated: May 24, 1994
Revised: January 30, 1998
EXHIBIT A
Fee as a percentage of the
average daily net assets
Name of Series and Class of the Class
Dreyfus Government Cash Management
Administrative Shares .10%
Investor Shares .25%
Participant Shares .40%
Dreyfus Government Prime Cash
Management
Administrative Shares .10%
Investor Shares .25%
Participant Shares .40%
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
<SERIES>
<NUMBER> 001
<NAME> INSTITUTIONAL SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> JAN-31-1998
<INVESTMENTS-AT-COST> 5191220
<INVESTMENTS-AT-VALUE> 5191220
<RECEIVABLES> 47453
<ASSETS-OTHER> 14385
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5253058
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 70905
<TOTAL-LIABILITIES> 70905
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5182892
<SHARES-COMMON-STOCK> 4137152
<SHARES-COMMON-PRIOR> 4565837
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (739)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 4136508
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 299261
<OTHER-INCOME> 0
<EXPENSES-NET> 12356
<NET-INVESTMENT-INCOME> 286905
<REALIZED-GAINS-CURRENT> 103
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 287008
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (249660)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 68016650
<NUMBER-OF-SHARES-REDEEMED> (68568828)
<SHARES-REINVESTED> 123493
<NET-CHANGE-IN-ASSETS> 32484
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (842)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 10665
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12356
<AVERAGE-NET-ASSETS> 4613694
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .054
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.054)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .002
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
<SERIES>
<NUMBER> 003
<NAME> ADMINISTRATIVE SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> JAN-31-1998
<INVESTMENTS-AT-COST> 5191220
<INVESTMENTS-AT-VALUE> 5191220
<RECEIVABLES> 47453
<ASSETS-OTHER> 14385
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5253058
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 70905
<TOTAL-LIABILITIES> 70905
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5182892
<SHARES-COMMON-STOCK> 235976
<SHARES-COMMON-PRIOR> 547556
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (739)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 235973
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 299261
<OTHER-INCOME> 0
<EXPENSES-NET> 12356
<NET-INVESTMENT-INCOME> 286905
<REALIZED-GAINS-CURRENT> 103
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 287008
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4617)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1333889
<NUMBER-OF-SHARES-REDEEMED> (1139429)
<SHARES-REINVESTED> 4617
<NET-CHANGE-IN-ASSETS> 32484
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (842)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 10665
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12356
<AVERAGE-NET-ASSETS> 86375
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .053
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.053)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .003
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
<SERIES>
<NUMBER> 004
<NAME> PARTICIPANT SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> JAN-31-1998
<INVESTMENTS-AT-COST> 5191220
<INVESTMENTS-AT-VALUE> 5191220
<RECEIVABLES> 47453
<ASSETS-OTHER> 14385
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5253058
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 70905
<TOTAL-LIABILITIES> 70905
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5182892
<SHARES-COMMON-STOCK> 30515
<SHARES-COMMON-PRIOR> 218
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (739)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 30515
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 299261
<OTHER-INCOME> 0
<EXPENSES-NET> 12356
<NET-INVESTMENT-INCOME> 286905
<REALIZED-GAINS-CURRENT> 103
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 287008
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (780)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 700566
<NUMBER-OF-SHARES-REDEEMED> (670428)
<SHARES-REINVESTED> 158
<NET-CHANGE-IN-ASSETS> 32484
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (842)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 10665
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12356
<AVERAGE-NET-ASSETS> 15422
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .050
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.050)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .006
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000740766
<NAME> DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
<SERIES>
<NUMBER> 002
<NAME> INVESTOR SHARES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> JAN-31-1998
<INVESTMENTS-AT-COST> 5191220
<INVESTMENTS-AT-VALUE> 5191220
<RECEIVABLES> 47453
<ASSETS-OTHER> 14385
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5253058
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 70905
<TOTAL-LIABILITIES> 70905
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5182892
<SHARES-COMMON-STOCK> 779249
<SHARES-COMMON-PRIOR> 36900
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (739)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 779157
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 299261
<OTHER-INCOME> 0
<EXPENSES-NET> 12356
<NET-INVESTMENT-INCOME> 286905
<REALIZED-GAINS-CURRENT> 103
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 287008
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (31848)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6953533
<NUMBER-OF-SHARES-REDEEMED> (6739317)
<SHARES-REINVESTED> 17477
<NET-CHANGE-IN-ASSETS> 32484
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (842)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 10665
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12356
<AVERAGE-NET-ASSETS> 617025
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .052
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.052)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .005
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
THE DREYFUS FAMILY OF FUNDS
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that the Board of an investment company desiring
to offer multiple classes pursuant to said Rule adopt a plan setting forth
the separate arrangement and expense allocation of each class, and any
related conversion features or exchange privileges.
The Board, including a majority of the non-interested Board
members, of each of the investment companies, or series thereof, listed as
Schedule A attached hereto (each, a "Fund") which desires to offer multiple
classes has determined that the following plan is in the best interests of
each class individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided into
Institutional Shares, Administrative Shares, Investor Shares and Participant
Shares.
2. Differences in Services: The services offered to
shareholders of each Class shall be substantially the same, except for
certain services provided to holders of Administrative Shares, Investor
Shares and Participant Shares pursuant to a Service Plan.
3. Differences in Distribution Arrangements: Each
Class of shares shall be offered at net asset value to institutional investors,
particularly banks, acting for themselves or in a fiduciary, advisory,
agency, custodial or similar capacity. No Class shall be subject to any
front-end or contingent deferred sales charges.
Administrative Shares, Investor Shares and Participant Shares shall
be subject to an annual distribution and service fee at the rate set forth in
Schedule B attached hereto, pursuant to a Service Plan adopted in accordance
with Rule 12b-1 under the 1940 Act.
Institutional Shares shall be subject to an annual service fee at
the rate of up to .25% of the value of the average daily net assets of
Institutional Shares pursuant to a Shareholder Services Plan.
4. Expense Allocation: The following expenses shall be
allocated, to the extent practicable, on a Class-by-Class basis: (a) fees
under the Service Plan and Shareholder Services Plan; (b) printing and
postage expenses related to preparing and distributing materials, such as
shareholder reports, prospectuses and proxies, to current shareholders of a
specific Class; (c) the expense of administrative personnel and services as
required to support the shareholders of a specific Class; (d) litigation or
other legal expenses relating solely to a specific Class; (e) transfer agent
fees identified by the Fund's transfer agent as being attributable to a
specific Class; and (f) Board members' fees incurred as a result of issues
relating to a specific Class.
5. Exchange Privileges: Shares of a Class shall be
exchangeable only for (a) shares of the same Class of the investment
companies listed on Schedule C attached hereto and (b) shares of certain
other investment companies specified from time to time.
Dated: May 11, 1995
Revised: January 30, 1998
SCHEDULE A
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management Funds
--Dreyfus Government Cash Management
--Dreyfus Government Prime Cash Management
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
SCHEDULE B
Fee as a percentage
of the average daily
Name of Class net assets of the Class
Administrative Shares .10%
Investor Shares .25%
Participant Shares .40%
SCHEDULE C
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management Funds
Dreyfus Institutional Short Term Treasury Fund1
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
_______________________________
1 Institutional Shares and Investor Shares, only.
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Richard W. Ingram,
Christopher J. Kelley, Kathleen K. Morrisey, Michael P. Petrucelli and Elba
Vasquez and each of them, with full power to act without the other, her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to the
Registration Statement of each Fund enumerated on Exhibit A hereto
(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 or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
February 18, 1998.
/s/ Marie E. Connolly
_________________________________
Marie E. Connolly, President
EXHIBIT A
DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
3
DFPOA981.doc
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Marie E. Connolly,
Richard W. Ingram, Christopher J. Kelley, Kathleen K. Morrisey, Michael S.
Petrucelli and Elba Vasquez, and each of them, with full power to act
without the other, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her, and in
his or her name, place and stead, in any and all capacities (until revoked
in writing) to sign any and all amendments to the Registration Statement of
each Fund enumerated on Exhibit A hereto (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 or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ David W. Burke February 18, 1998
David W. Burke
/s/ Joseph S. DiMartino February 18, 1998
Joseph S. DiMartino
/s/ Isabel P. Dunst February 18, 1998
Isabel P. Dunst
/s/ Lyle E. Gramley February 18, 1998
Lyle E. Gramley
/s/ Warren B. Rudman February 18, 1998
Warren B. Rudman
EXHIBIT A
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Cash Government Management
Dreyfus Cash Treasury Management
Dreyfus Treasury Prime Cash Management
Dreyfus Tax Exempt Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus New York Municipal Cash Management
ASSISTANT SECRETARY'S CERTIFICATION
I, Douglas Conroy, Assistant Secretary of each of the Funds enumerated
on Exhibit A hereto (each, a "Fund") hereby certify that, on February 18,
1998, the following resolution was adopted by the Board of each Fund and
remains in full force and effect:
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto may be signed by
any one of Richard W. Ingram, Christopher J. Kelley,
Kathleen K. Morrisey, Michael P. Petrucelli and Elba
Vasquez, as the attorney-in-fact for the proper officers
of the Fund, with full power of substitution and
resubstitution; and that the appointment of each of such
persons as such attorney-in-fact hereby is authorized
and approved; and that such attorneys-in-fact, and each
of them, shall have full power and authority to do and
perform each and every act and thing requisite and
necessary to be done in connection with such
Registration Statement and any and all amendments and
supplements thereto, as whom he or she is acting as
attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto set my hand as Assistant Secretary of
the Fund and affixed the Corporate seal this 18th day of February, 1998.
/s/ Douglas Conroy
________________________________
Douglas Conroy
Assistant Secretary
(SEAL)
