__________________________________________________________________________
DREYFUS CASH MANAGEMENT
CLASS A AND CLASS B SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
MAY 31, 1994
__________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Cash Management (the "Fund"), dated May 31, 1994, as it may be
revised from time to time. To obtain a copy of the Fund's Prospectus,
please write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144, or, in the case of institutional investors, call the
following numbers:
Outside New York State -- Call Toll Free 1-800-346-3621
In New York State -- Call 1-718-895-1650
Individuals or entities for whom institutions may purchase or redeem
Fund shares may write to the Fund at the above address or call toll free
1-800-554-4611 to obtain a copy of the Fund's Prospectus.
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
Dreyfus Service Corporation (the "Distributor"), a wholly-owned
subsidiary of the Manager, is the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . . . . . . . B-2
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . B-4
Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . B-7
Purchase of Fund Shares. . . . . . . . . . . . . . . . . . . . . . . B-9
Service Plan (Class B Only). . . . . . . . . . . . . . . . . . . . . B-9
Shareholder Services Plan (Class A Only) . . . . . . . . . . . . . . B-10
Redemption of Fund Shares. . . . . . . . . . . . . . . . . . . . . . B-11
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . B-12
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . B-13
Investor Services. . . . . . . . . . . . . . . . . . . . . . . . . . B-13
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . B-14
Yield Information . . . . . . . . . . . . . . . . . . . . . . . . . B-14
Information About the Fund . . . . . . . . . . . . . . . . . . . . . B-15
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . . . . B-15
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-16
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . B-19
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . B-27
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Description of the Fund."
Portfolio Securities. Investments in time deposits and certificates
of deposit ("CDs") are limited to domestic banks having total assets in
excess of one billion dollars or to London branches of such domestic
banks. The Fund also is authorized to purchase CDs issued by banks,
savings and loan associations and similar institutions with less than one
billion dollars 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.
Both domestic banks and London branches of domestic banks are subject
to extensive but different governmental regulations which may limit both
the amount and types of loans which may be made and interest rates which
may be charged. In addition, the profitability of the banking industry is
largely dependent upon the availability and cost of funds for the purpose
of financing lending operations under prevailing money market conditions.
General economic conditions as well as exposure to credit losses arising
from possible financial difficulties of borrowers play an important part
in the operations of this industry.
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
are, among other things, generally 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 London branches of domestic banks.
CDs held by the Fund, other than those issued by banks with less than
one billion dollars 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.
Investment Restrictions. The Fund has adopted the following
restrictions as fundamental policies. These restrictions cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940 (the "Act")) of the Fund's outstanding
voting shares. The Fund may not:
1. Purchase common stocks, preferred stocks, warrants or other
equity securities, or purchase corporate bonds or debentures, state bonds,
municipal bonds or industrial revenue bonds.
2. Borrow money except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 5% of the value of the Fund's
total assets (including the amount borrowed) based on the lesser of cost
or market, less liabilities (not including the amount borrowed) at the
time the borrowing is made.
3. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except in an amount up to 10% of the value of its total assets but only to
secure borrowings for temporary or emergency purposes.
4. Sell securities short or purchase securities on margin.
5. Write or purchase put or call options or combinations thereof.
6. Underwrite the securities of other issuers or purchase securities
subject to restrictions on disposition under the Securities Act of 1933
(so called "restricted securities"). The Fund may not enter into
repurchase agreements providing for settlement in more than seven days or
purchase securities which are not readily marketable, if, in the
aggregate, more than 10% of its net assets would be so invested. The Fund
may not invest in time deposits maturing in more than seven days and time
deposits maturing from two business days through seven calendar days may
not exceed 10% of the Fund's net assets.
7. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
8. Make loans to others except through the purchase of debt
obligations referred to in the Prospectus.
9. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of any other
issuer, except that up to 25% of the value of the Fund's total assets may
be invested 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.
10. 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.
11. Invest in companies for the purpose of exercising control.
12. Invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation or acquisition of
assets.
If a percentage restriction is adhered to at the time of investment,
a later increase or decrease in percentage resulting from a change in
values or assets will not constitute a violation of that restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interests of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Trustees and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. Each Trustee who is deemed to be an "interested person"
of the Fund, as defined in the Act, is indicated by an asterisk.
Trustees and Officers of the Fund
*DAVID W. BURKE, Trustee. Vice President and Chief Administrative Officer
of the Manager and an officer, director or trustee of other
investment companies advised or administered by the Manager since
October 1990. During the period 1977 to 1990, Mr. Burke was involved
in the management of national television news, as Vice-President and
Executive Vice President of ABC News, and subsequently as President
of CBS News. His address is 200 Park Avenue, New York, New York
10166.
*JOSEPH S. DiMARTINO, Trustee, President and Investment Officer.
President, Chief Operating Officer and a Director of the Manager,
Executive Vice President and a Director of the Distributor and an
officer, director or trustee of other investment companies advised or
administered by the Manager. He is also a director of Noel Group,
Inc., Vice President and former treasurer and director of the
National Muscular Dystrophy Association and a Trustee of Bucknell
University. His address is 200 Park Avenue, New York, New York
10166.
ISABEL P. DUNST, Trustee. Partner in the law firm of Hogan & Hartson
since 1990. From 1986 to 1990, Deputy General Counsel of the United
States Department of Health and Human Services. She is also a
Trustee of the Clients' Security Fund of the District of Columbia Bar
and a Trustee of Temple Sinai. Her address is c/o Hogan & Hartson,
Columbia Square, 555 Thirteenth Street, N.W., Washington, D.C.
20004-1109.
LYLE E. GRAMLEY, Trustee. Consulting economist since June 1992 and Senior
Staff Vice President and Chief Economist of Mortgage Bankers
Association of America from 1985 to May 1992. Since February 1993, a
director of Countrywide Mortgage Investments. From 1980 to 1985,
member of the Board of Governors of the Federal Reserve System. His
address is 12901 Three Sisters Road, Potomac, Maryland 20854.
WARREN B. RUDMAN, Trustee. Since January 1993, Partner in the law firm
Paul, Weiss, Rifkind, Wharton & Garrison. From January 1981 to
January 1993, Mr. Rudman served as a United States Senator from the
State of New Hampshire. Also, since January 1993, Mr. Rudman has
served as Vice Chairman of the Federal Reserve Bank of Boston and as
a director of Chubb Corporation and Raytheon Company. Since 1988,
Mr. Rudman has served as a trustee of Boston College and since 1986
as a member of the Senior Advisory Board of the Institute of Politics
of the Kennedy School of Government at Harvard University. He also
serves as Deputy Chairman of the President's Foreign Intelligence
Advisory Board. His address is 1615 L Street, N.W., Suite 1300,
Washington D.C. 20036.
Each of the "non-interested" Trustees is also a trustee of Dreyfus
Government Cash Management, Dreyfus Municipal Cash Management Plus,
Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash
Management, Dreyfus Treasury Cash Management and Dreyfus Treasury Prime
Cash Management and a director of Dreyfus Cash Management Plus, Inc. Mr.
Rudman is also a trustee of Dreyfus BASIC U.S. Government Money Market
Fund, Dreyfus California Intermediate Municipal Bond Fund, Dreyfus
Connecticut Intermediate Municipal Bond Fund, Dreyfus Massachusetts
Intermediate Municipal Bond Fund, Dreyfus New Jersey Intermediate
Municipal Bond Fund, Dreyfus Pennsylvania Intermediate Municipal Bond
Fund, Dreyfus Strategic Income and Dreyfus Strategic Investing, and a
director of Dreyfus BASIC Money Market Fund, Inc. and Dreyfus Strategic
Governments Income, Inc.
For so long as the Fund's plans described in the sections captioned
"Service Plan" and "Shareholder Services Plan" remain in effect, the
Trustees of the Fund who are not "interested persons" of the Fund, as
defined in the Act, will be selected and nominated by the Trustees who are
not "interested persons" of the Fund.
The Fund does not pay any remuneration to its officers and Trustees,
other than fees and expenses to Trustees who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
the Manager, which totalled $10,627 for the fiscal year ended January 31,
1994 for such Trustees as a group.
Each Trustee, except Mr. Burke, was elected at a meeting of
shareholders held on September 14, 1993. No further shareholder meetings
will be held for the purpose of electing Trustees unless and until such
time as less than a majority of the Trustees holding office have been
elected by shareholders, at which time the Trustees then in office will
call a shareholders' meeting for the election of Trustees. Under the Act,
shareholders of record of not less than two-thirds of the outstanding
shares of the Fund may remove a Trustee through a declaration in writing
or by vote cast in person or by proxy at a meeting called for that
purpose. Under the Fund's Agreement and Declaration of Trust, the
Trustees are required to call a meeting of shareholders for the purpose of
voting upon the question of removal of any such Trustee when requested in
writing to do so by the holders of record of not less than 10% of the
Fund's outstanding shares.
Officers of the Fund Not Listed Above
ELIE M. GENADRY, Senior Vice President. Vice President--Institutional
Sales of the Manager, Executive Vice President of the Distributor and
an officer of other investment companies advised and administered by
the Manager.
PATRICIA A. LARKIN, Senior Vice President and Investment Officer. An
employee of the Manager and an officer of other investment companies
advised and administered by the Manager.
DONALD A. NANFELDT, Senior Vice President. Executive Vice President of
the Distributor and an officer of other investment companies advised
and administered by the Manager.
DANIEL C. MACLEAN, Vice President. Vice President and General Counsel of
the Manager, Secretary of the Distributor and an officer of other
investment companies advised or administered by the Manager.
JEFFREY N. NACHMAN, Vice President--Financial. Vice President-Mutual Fund
Accounting of the Manager and an officer of other investment
companies advised or administered by the Manager.
JOHN J. PYBURN, Treasurer. Assistant Vice President of the Manager and an
officer of other investment companies advised or administered by the
Manager.
MARK N. JACOBS, Secretary. Secretary and Deputy General Counsel of the
Manager and an officer of other investment companies advised or
administered by the Manager.
THOMAS DURANTE, Controller. Senior Accounting Manager in the Fund
Accounting Department of the Manager and an officer of other
investment companies advised or administered by the Manager.
ROBERT I. FRENKEL, Assistant Secretary. Senior Assistant General Counsel
to the Manager and an officer of other investment companies advised
or administered by the Manager.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of the
Manager, the Distributor and other investment companies advised or
administered by the Manager.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Trustees and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of beneficial interest outstanding on May 2, 1994.
The following shareholders are known by the Fund to own of record 5%
or more of the Fund's Class A shares of beneficial interest outstanding on
May 2, 1994: (1) Mabat & Co., Valley Trust Company, c/o Trust Operations,
P.O. Box 8020, Appleton, WI 54913-8020 (5.7%); (2) FNB Maryland, Trust
Dept., P.O. Box 1596, 110 S. Paca Street Baltimore, MD 21201-1626 (5.3%);
and (3) Mellon Bank NA, Trust Investment Dept., Three Mellon Bank Center,
Pittsburgh, PA 15259-0001 (5.0%). The following shareholders are known
by the Fund to own of record 5% or more of the Fund's Class B shares of
beneficial interests outstanding on May 2, 1994: (1) Homefed Trust Co.,
625 Broadway -- Suite. 906, San Diego, CA 92101-5416 (39.6%); (2) Group
Voyages, Inc., 5301 S. Federal Circle, Littleton, CO 80123-2980 (19.9%);
(3) Christ Hospital, 176 Palisade Avenue, Jersey City, NJ 07306-1121
(7.7%); and (4) Continental Trust Co., as Trustee for Kaiser Aerospace
Savings and Profit Sharing Plan, 231 S. LaSalle Street, Chicago, IL 60697
(5.5%).
The following persons are also officers and/or directors of the
Manager: Howard Stein, Chairman of the Board and Chief Executive Officer;
Julian M. Smerling, Vice Chairman of the Board of Directors; Alan M.
Eisner, Vice President and Chief Financial Officer; David W. Burke, Vice
President and Chief Administrative Officer; Robert F. Dubuss, Vice
President; Peter A. Santoriello, Vice President; Kirk V. Stumpp, Vice
President--New Product Development; Philip L. Toia, Vice President--Fixed-
Income Research; Katherine C. Wickham, Assistant Vice President; Maurice
Bendrihem, Controller; and Mandell L. Berman, Alvin E. Friedman, Lawrence
M. Greene, Abigail Q. McCarthy and David B. Truman, directors.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated June 11, 1986 with the Fund, which is
subject to annual approval by (i) the Fund's Board of Trustees or (ii)
vote of a majority (as defined in the Act) of the outstanding voting
securities of the Fund, provided that in either event the continuance also
is approved by a majority of the Trustees who are not "interested persons"
(as defined in the Act) of the Fund or the Manager, by vote cast in person
at a meeting called for the purpose of voting on such approval.
Shareholders approved the Agreement on October 20, 1986, and the Board of
Trustees, including a majority of the Trustees who are not "interested
persons" of any party to the Agreement, last voted to renew the Agreement
at a meeting held on May 24, 1994. The Agreement is terminable without
penalty, on not more than 60 days' notice, by the Fund's Trustees or by
vote of the holders of a majority of the Fund's shares, or, on not less
than 90 days' notice, by the Manager. The Agreement will terminate
automatically in the event of its assignment (as defined in the Act).
The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the
Fund's Board of Trustees. The Manager is responsible for investment
decisions, and provides the Fund with Investment Officers who are
authorized by the Board to execute purchases and sales of securities. The
Fund's Investment Officers are Patricia A. Cuddy, Joseph S. DiMartino,
Barbara L. Kenworthy, Bernard Kiernan and Patricia A. Larkin. The Manager
also maintains a research department with a professional staff of
portfolio managers and securities analysts who provide research services
for the Fund as well as for other funds advised by the Manager. All
purchases and sales are reported for the Board's review at the meeting
subsequent to such transactions.
The Manager pays the salaries of all officers and employees employed
by both it and the Fund, maintains office facilities and furnishes
statistical and research data, clerical help, accounting, data processing,
bookkeeping and internal auditing and certain other required services.
The Manager also may make such advertising and promotional expenditures,
using its own resources, as it from time to time deems appropriate.
As compensation for the Manager's services under the Agreement, the
Fund has agreed to pay the Manager a monthly management fee at the annual
rate of .20 of 1% of the value of the Fund's average daily net assets.
All fees and expenses are accrued daily and deducted before declaration of
dividends to investors. The management fees payable for the fiscal years
ended January 31, 1992, 1993 and 1994 amounted to $11,701,153, $9,101,276
and $8,015,227, respectively, which amounts were reduced pursuant to
undertakings by the Manager, resulting in net management fees paid for
such fiscal years of $9,776,368, $7,186,117 and $7,002,438, respectively.
Unless the Manager gives the Fund's investors at least 90 days'
notice to the contrary, the Manager, and not the Fund, will be liable for
those expenses of the Fund (exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be Fund expenses: (i) the management fee payable by
the Fund monthly at the annual rate of .20 of 1% of the Fund's average
daily net assets and (ii) as to Class B shares only, payments made at the
annual rate of .25 of 1% of the value of the average daily net assets of
Class B, pursuant to the Fund's Service Plan. See "Service Plan."
In addition, the Agreement provides that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the
management fee, exceed 1-1/2% of the value of the Fund's average net assets
for the fiscal year, the Fund may deduct from the payment to be made to
the Manager under the Agreement, or the Manager will bear, such excess
expense. Such deduction or payment, if any, will be estimated on a daily
basis, and reconciled and effected or paid, as the case may be, on a
monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor
also acts as distributor for the funds in the Dreyfus Family of Funds and
for certain other investment companies.
Using Federal Funds. The Shareholder Services Group, Inc., the
Fund's transfer and dividend disbursing agent (the "Transfer Agent"), or
the Fund may attempt to notify the investor upon receipt of checks drawn
on banks that are not members of the Federal Reserve System as to the
possible delay in conversion into Federal Funds and may attempt to arrange
for a better means of transmitting the money. If the investor is a
customer of a securities dealer, bank or other financial institution and
his order to purchase Fund shares is paid for other than in Federal Funds,
the securities dealer, bank or other financial institution, acting on
behalf of its customer, will complete the conversion into, or itself
advance, Federal Funds generally on the business day following receipt of
the customer order. The order is effective only when so converted and
received by the Transfer Agent. An order for the purchase of Fund shares
placed by an investor with a sufficient Federal Funds or cash balance in
his brokerage account with a securities dealer, bank or other financial
institution will become effective on the day that the order, including
Federal Funds, is received by the Transfer Agent. In some states, banks
or other financial institutions effecting transactions in Fund shares may
be required to register as dealers pursuant to state law.
SERVICE PLAN
(CLASS B ONLY)
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Service
Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the Act provides, among other things, that an investment
company may bear expenses of distributing its shares only pursuant to a
plan adopted in accordance with the Rule. The Fund's Board of Trustees
has adopted such a plan (the "Service Plan") with respect to the Fund's
Class B shares, pursuant to which the Fund pays the Distributor for
advertising, marketing and distributing Class B shares and for the
provision of certain services to the holders of Class B shares. Under the
Service Plan, the Distributor may make payments to certain financial
institutions, securities dealers and other financial industry
professionals (collectively, "Service Agents") in respect to these
services. The Fund's Board of Trustees believes that there is a
reasonable likelihood that the Service Plan will benefit the Fund and the
holders of Class B shares.
A quarterly report of the amounts expended under the Service Plan,
and the purposes for which such expenditures were incurred, must be made
to the Trustees for their review. In addition, the Service Plan provides
that it may not be amended to increase materially the costs which holders
of Class B shares may bear pursuant to the Service Plan without the
approval of the holders of Class B shares and that other material
amendments of the Service Plan must be approved by the Board of Trustees,
and by the Trustees who are not "interested persons" (as defined in the
Act) of the Fund and have no direct or indirect financial interest in the
operation of the Service Plan or in any agreements entered into in
connection with the Service Plan, by vote cast in person at a meeting
called for the purpose of considering such amendments. The Service Plan
is subject to annual approval by such vote of the Trustees cast in person
at a meeting called for the purpose of voting on the Service Plan. The
Service Plan was so approved by the Trustees at a meeting held on May 24,
1994. The Service Plan may be terminated at any time by vote of a
majority of the Trustees who are not "interested persons" and have no
direct or indirect financial interest in the operation of the Service Plan
or in any agreements entered into in connection with the Service Plan or
by vote of the holders of a majority of Class B shares. For the period
January 10, 1994 (commencement of the initial offering of Class B shares
through January 31, 1994, $3,489 was charged to the Fund's with respect to
Class B shares, pursuant to the Service Plan.
SHAREHOLDER SERVICES PLAN
(CLASS A ONLY)
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services Plan."
The Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the Fund has agreed to reimburse the Distributor for
certain allocated expenses of providing personal services and/or
maintaining shareholder accounts with respect to Class A shares only. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Trustees for their review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Trustees, and by
the Trustees who are not "interested persons" (as defined in the Act) of
the Fund or the Manager and have no direct or indirect financial interest
in the operation of the Plan, by vote cast in person at a meeting called
for the purpose of considering such amendments. The Plan is subject to
annual approval by such vote of the Trustees cast in person at a meeting
called for the purpose of voting on the Plan. The Plan was so approved by
the Trustees at a meeting held on February 24, 1994. The Plan is
terminable at any time by vote of a majority of the Trustees who are not
"interested persons" and have no direct or indirect financial interest in
the operation of the Plan.
For the period May 25, 1993 (effective date of the Shareholder
Services Plan) through January 31, 1994, $331,591 was charged to the Fund,
with respect to Class A shares, pursuant to the Shareholder Services Plan.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Fund Shares."
Redemption by Wire or Telephone. By using this procedure, the
investor authorizes the Transfer Agent to act on wire or telephone
redemption instructions from any person representing himself or herself to
be an authorized representative of the investor, and reasonably believed
by the Transfer Agent to be genuine. Ordinarily, the Fund will initiate
payment for shares redeemed pursuant to this procedure on the same
business day if the Distributor receives the redemption request in proper
form at its New York office by 12:00 Noon, New York time, or at its Los
Angeles office by 12:00 Noon, California time, on such day; otherwise the
Fund will initiate payment on the next business day. Redemption proceeds
will be transferred by Federal Reserve wire only to a bank that is a
member of the Federal Reserve System.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas 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. The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of
the Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Board of Trustees reserves the right to make payments in whole
or in part in securities or other assets of the Fund in case of an
emergency or any time a cash distribution would impair the liquidity of
the Fund to the detriment of the existing shareholders. In such event,
the securities would be valued in the same manner as the Fund's portfolio
is valued. If the recipient sold such securities, brokerage charges would
be incurred.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities
and Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's investors.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
Amortized Cost Pricing. The valuation of the Fund's portfolio
securities is based upon their amortized cost which does not take into
account unrealized capital gains or losses. This involves valuing an
instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. While
this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.
The Board of Trustees has established, as a particular responsibility
within the overall duty of care owed to the Fund's investors, procedures
reasonably designed to stabilize the Fund's price per share as computed
for the purpose of sales and redemptions at $1.00. Such procedures
include review of the Fund's portfolio holdings by the Board of Trustees,
at such intervals as it deems appropriate, to determine whether the Fund's
net asset value calculated by using available market quotations or market
equivalents deviates from $1.00 per share based on amortized cost. In
such review, investments for which market quotations are readily available
will be valued at the most recent bid price or yield equivalent for such
securities or for securities of comparable maturity, quality and type, as
obtained from one or more of the major market makers for the securities to
be valued. Other investments and assets will be valued at fair value as
determined in good faith by the Board of Trustees.
The extent of any deviation between the Fund's net asset value based
upon available market quotations or market equivalents and $1.00 per share
based on amortized cost will be examined by the Board of Trustees. If
such deviation exceeds 1/2 of 1%, the Board of Trustees will consider
promptly what action, if any, will be initiated. In the event the Board
of Trustees determines that a deviation exists which may result in
material dilution or other unfair results to investors or existing
shareholders, it has agreed to take such corrective action as it regards
as necessary and appropriate including: selling portfolio instruments
prior to maturity to realize capital gains or losses or to shorten average
portfolio maturity; withholding dividends or paying distributions from
capital or capital gains; redeeming shares in kind; or establishing a net
asset value per share by using available market quotations or market
equivalents.
New York Stock Exchange 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, Presidents' Day, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the
issuer or from an underwriter or a market maker for the securities.
Usually no brokerage commissions are paid by the Fund for such purchases.
Purchases from underwriters of portfolio securities 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 the Fund to date.
Transactions are allocated to various dealers by the Fund's
Investment Officers in their best judgment. The primary consideration is
prompt and effective execution of orders at the most favorable price.
Subject to that primary consideration, dealers may be selected for
research, statistical or other services to enable the Manager to
supplement its own research and analysis with the views and information of
other securities firms and may be selected based upon their sales of Fund
shares.
Research services furnished by brokers through which the Fund effects
securities transactions may be used by the Manager in advising other funds
it advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises may be used by
the Manager in advising the Fund. Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the overall expenses
of its research department.
INVESTOR SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Investor
Services."
Exchange Privilege. By using this Privilege, the investor authorizes
the Distributor to act on exchange instructions from any person
representing himself or herself to be an authorized representative of the
investor and reasonably believed by the Distributor to be genuine.
Telephone exchanges may be subject to limitations as to the amount
involved or the number of telephone exchanges permitted. Shares will be
exchanged at the net asset value next determined after receipt of an
exchange request in proper form. Shares in certificate form are not
eligible for telephone exchange.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund,
shares of Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus New York
Municipal Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus
Treasury Cash Management or Dreyfus Treasury Prime Cash Management. This
Privilege is available only for existing accounts. Shares will be
exchanged on the basis of relative net asset value. Enrollment in or
modification or cancellation of this Privilege is effective three business
days following notification by the investor. An investor will be notified
if its account falls below the amount designated under this Privilege. In
this case, an investor's account will fall to zero unless additional
investments are made in excess of the designated amount prior to the next
Auto-Exchange transaction. Shares in certificate form are not eligible
for this Privilege.
The Exchange Privilege and Dreyfus Auto-Exchange Privilege are
available to investors resident in any state in which shares of the fund
being acquired may legally be sold. Shares may be exchanged only between
accounts having identical names and other identifying designations.
The Fund reserves the right to reject any exchange request in whole
or in part. The Exchange Privilege or Dreyfus Auto-Exchange Privilege may
be modified or terminated at any time upon notice to investors.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes".
Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss. However, all or a portion of any
gains realized from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276 of
the Internal Revenue Code of 1986, as amended.
YIELD INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Yield
Information."
For the seven-day period ended January 31, 1994, yield and effective
yield on Class A shares were 3.08% and 3.12%, respectively, and on Class B
shares were 2.83% and 2.87%, respectively. Yield is computed in
accordance with a standardized method which involves determining the net
change in the value of a hypothetical pre-existing Fund account having a
balance of one share at the beginning of a seven calendar day period for
which yield is to be quoted, dividing the net change by the value of the
account at the beginning of the period to obtain the base period return,
and annualizing the results (i.e., multiplying the base period return by
365/7). The net change in the value of the account reflects the value of
additional shares purchased with dividends declared on the original share
and any such additional shares and fees that may be charged to 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.
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 the Fund's price per share is determined.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "General
Information."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
nonassessable. Fund shares have no preemptive, subscription or conversion
rights and are freely transferable.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
In early 1974, the Manager commenced offering the first money market
fund to be widely offered on a retail basis, Dreyfus Liquid Assets, Inc.
Money market mutual funds have subsequently grown into a multibillion
dollar industry.
The Fund is a member of the Family of Dreyfus Cash Management Funds
which are designed to meet the needs of an array of institutional
investors. As of April 4, 1994, the total net assets of the Dreyfus Cash
Management Funds amounted to approximately $17.5 billion.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New York
10286, is the Fund's custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence, Rhode
Island 02940-9671, is the Fund's transfer and dividend disbursing agent.
First Interstate Bank of California, 707 Wilshire Boulevard, Los Angeles,
California 90017, serves as a sub-custodian of the Fund's investments.
The Bank of New York, The Shareholder Services Group, Inc. and First
Interstate Bank of California have no part in determining the investment
policies of the Fund or which portfolio securities are to be purchased or
sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance
of the shares of beneficial interest being sold pursuant to the Fund's
Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
APPENDIX
Descriptions of the highest commercial paper, bond and other short-
and long-term rating categories assigned by Standard & Poor's Corporation
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch Investors
Service, Inc. ("Fitch"), Duff & Phelps, Inc. ("Duff"), IBCA Limited and
IBCA Inc. ("IBCA") 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 Grade) is the highest commercial paper
rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment.
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 designation A1 by IBCA indicates that the obligation is supported
by a very strong capacity for timely repayment. Those obligations rated
A1+ are supported by the highest capacity for timely repayment.
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 strictly high
grade, broadly marketable and suitable for investment by trustees and
fiduciary institutions and liable to but slight market fluctuation other
than through changes in the money rate. The prime feature of an AAA bond
is a showing of earnings several times or many times interest
requirements, with such stability of applicable earnings that safety is
beyond reasonable question whatever changes occur in conditions.
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.
Obligations rated AAA by IBCA have the lowest expectation of
investment risk. Capacity for timely repayment of principal and interest
is substantial, such that adverse changes in business, economic or
financial conditions are unlikely to increase investment risk
significantly. Obligations rated AA have a very low expectation of
investment risk. Capacity for timely repayment of principal and interest
is substantial. Adverse changes in business, economic or financial
conditions may increase investment risk albeit not very significantly.
IBCA also assigns a rating to certain international and U.S. banks.
An IBCA bank rating represents IBCA'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, IBCA uses a dual
rating system comprised of Legal Ratings and Individual Ratings. In
addition, IBCA 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 IBCA to be a
prime factor in its assessment of credit risk. Individual Ratings, which
range in gradations from A through E, represent IBCA'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.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS JANUARY 31, 1994
PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT-10.2% AMOUNT VALUE
-------------- --------------
<S>
Chemical Bank (London) <C> <C>
2.70%, 5/13/94............................................................. $ 90,000,000 (a) $ 90,000,000
NationsBank of North Carolina (London)
3.28-3.46%, 4/11/94-7/19/94................................................ 160,000,000 160,000,142
Old Kent Bank & Trust
3.50-3.65%, 10/6/94-1/10/95................................................ 50,000,000 50,011,315
--------------
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
(cost $300,011,457)........................................................ $ 300,011,457
==============
COMMERCIAL PAPER-46.8%
All Nippon Airways Co., Ltd.
3.70%, 9/25/95............................................................. $ 8,200,000 (a,b) $ 8,200,000
Bankers Trust New York Corp.
3.32-3.51%, 5/6/94-9/15/94................................................. 150,000,000 147,810,444
Bear Stearns Companies Inc.
3.34-3.49%, 3/31/94-7/18/94................................................ 115,000,000 114,114,069
CS First Boston Group Inc.
3.25%, 2/1/94.............................................................. 15,000,000 15,000,000
Central Hispano North American Capital Corp.
3.31-3.40%, 2/22/94-7/18/94................................................ 77,000,000 76,060,634
Corporate Asset Funding Co. Inc.
3.44%, 4/6/94.............................................................. 12,000,000 11,928,533
Den Danske Corp. Inc.
3.32%, 4/8/94.............................................................. 25,000,000 24,850,125
General Electric Capital Corp.
3.35-3.50%, 4/8/94-9/23/94................................................. 145,000,000 143,034,475
General Electric Capital Services Inc.
3.35-3.44%, 4/11/94-7/15/94................................................ 135,000,000 133,567,229
General Motors Acceptance Corp.
3.18-3.44%, 2/4/94-5/20/94................................................. 155,000,000 154,236,617
Goldman Sachs Group L.P.
3.36-3.47%, 3/29/94-10/17/94............................................... 152,000,000 150,210,808
ITT Financial Corp.
3.10%, 3/1/94.............................................................. 75,000,000 74,819,750
Internationale Nederlanden (U.S.) Funding Corp.
3.36%, 7/19/94............................................................. 50,000,000 49,234,667
Paine Webber Group Inc.
3.29-3.30%, 6/20/94-6/24/94................................................ 80,000,000 78,985,278
Toronto-Dominion Holdings USA Inc.
3.40-3.43%, 4/11/94-5/16/94................................................ 98,000,000 97,218,585
UBS Finance (Delaware) Inc.
3.15%, 2/1/94.............................................................. 100,000,000 100,000,000
--------------
TOTAL COMMERCIAL PAPER (cost $1,379,271,214)................................... $1,379,271,214
==============
CORPORATE NOTES-16.5%
Bear Stearns Companies Inc.
3.25-3.29%, 8/8/94-9/20/94................................................. $ 70,000,000 (a) $ 70,000,000
Ford Motor Credit Co.
3.41%, 5/16/94............................................................. 25,000,000 (a) 25,031,840
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
PRINCIPAL
CORPORATE NOTES (CONTINUED) AMOUNT VALUE
-------------- --------------
Lehman Brothers Holdings Inc.
3.58-3.65%, 5/19/94-1/13/95................................................ $ 110,000,000 (a) $ 110,000,000
3.86%, 1/12/95............................................................. 40,000,000 40,000,000
Merrill Lynch & Co. Inc.
3.18-3.58%, 2/17/94-1/12/95................................................ 146,000,000 (a) 145,996,577
PHH Corp.
3.49%, 2/11/94............................................................. 45,000,000 (a) 44,998,890
Paine Webber Group Inc.
3.47%, 10/31/94............................................................ 50,000,000 (a) 50,000,000
--------------
TOTAL CORPORATE NOTES (cost $486,027,307)...................................... $ 486,027,307
==============
U.S. GOVERNMENT AGENCIES-14.3%
Federal Home Loan Banks, Consolidated Systemwide,
Floating Rate Bonds
3.55-3.58%, 1/31/97-2/3/97................................................. $ 150,000,000 (a) $ 149,971,650
Federal National Mortgage Association, Consolidated
Systemwide, Floating Rate Notes
3.55%, 2/14/97............................................................. 100,000,000 (a) 100,000,000
Federal National Mortgage Association, Discount Notes
3.50-3.60%, 10/18/94-11/22/94.............................................. 175,000,000 170,394,847
--------------
TOTAL U.S. GOVERNMENT AGENCIES (cost $420,366,497)............................. $ 420,366,497
==============
TIME DEPOSITS-3.2%
Republic National Bank of New York (London)
3.19%, 2/1/94
(cost $95,484,000)......................................................... $ 95,484,000 $ 95,484,000
==============
REPURCHASE AGREEMENTS-17.1%
Bear, Stearns & Co. Inc.
3.125%, dated 1/31/94, due 2/1/94 in the amount
of $72,006,250 (fully collateralized by
$45,000,000 U.S. Treasury Bills due 2/10/94 and
$27,520,000 U.S.Treasury Notes, 4.625% due
12/31/94, value $72,862,738)............................................... $ 72,000,000 $ 72,000,000
Daiwa Securities America Inc.
3.15%, dated 1/31/94, due 2/1/94 in the amount of
$126,311,051 (fully collateralized by
$26,050,000 U.S. Treasury Bills due 12/15/94
and by $99,820,000 U.S. Treasury Notes, 4.25-
7.625% due 4/15/94 to 1/31/95, value
$127,722,254).............................................................. 126,300,000 126,300,000
First Boston Corporation
3.125%, dated 1/31/94, due 2/1/94 in the amount of
$105,009,115 (fully collateralized by
$104,710,000 U.S. Treasury Notes, 4.625% due
12/31/94, value $106,152,474).............................................. 105,000,000 105,000,000
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
PRINCIPAL
CORPORATE NOTES (CONTINUED) AMOUNT VALUE
-------------- --------------
Kidder, Peabody & Co. Inc.
3.19%, dated 1/31/94, due 2/1/94 in the amount
of $100,008,861 (fully collateralized by
$103,610,000 U.S. Treasury Bills due
2/10/94 to 9/22/94, value $101,520,582).................................... $ 100,000,000 $ 100,000,000
Yamaichi International (America) Inc.
3.15%, dated 1/31/94, due 2/1/94 in the
amount of $100,008,750 (fully collateralized by
$98,790,000 U.S. Treasury Notes, 5.75% due
3/31/94, value $101,126,424)............................................... 100,000,000 100,000,000
--------------
TOTAL REPURCHASE AGREEMENTS (cost $503,300,000)................................ $ 503,300,000
==============
TOTAL INVESTMENTS (cost $3,184,460,475)................................. 108.1% $3,184,460,475
====== ==============
LIABILITIES, LESS CASH AND RECEIVABLES.................................. (8.1%) $ (237,336,239)
====== ==============
NET ASSETS.............................................................. 100.0% $2,947,124,236
====== ==============
NOTES TO STATEMENT OF INVESTMENTS:
(a) Variable interest rate-subject to periodic change.
(b) Backed by irrevocable bank letter of credit.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 1994
ASSETS:
<S> <C> <C>
Investments in securities, at value
(including repurchase agreements of $503,300,000)-Note 1(a,b).......... $3,184,460,475
Cash....................................................................... 8,179,088
Interest receivable........................................................ 4,984,506
--------------
3,197,624,069
LIABILITIES:
Due to The Dreyfus Corporation............................................. $ 521,391
Payable for investment securities purchased................................ 249,971,650
Accrued expenses........................................................... 6,792 250,499,833
-------------- --------------
NET ASSETS........................................................................ $2,947,124,236
==============
REPRESENTED BY:
Paid-in capital............................................................ $2,947,564,654
Accumulated net realized (loss) on investments............................. (440,418)
--------------
NET ASSETS at value............................................................... $2,947,124,236
==============
Shares of Beneficial Interest outstanding:
Class A shares
(unlimited number of $.001 par value shares authorized)................ 2,895,292,955
==============
Class B shares
(unlimited number of $.001 par value shares authorized)................ 52,271,699
==============
NET ASSET VALUE per share:
Class A shares
($2,894,852,503 \ 2,895,292,955 shares)................................ $1.00
=====
Class B shares
($52,271,733 \ 52,271,699 shares)...................................... $1.00
=====
STATEMENT OF OPERATIONS YEAR ENDED JANUARY 31, 1994
INVESTMENT INCOME:
INTEREST INCOME............................................................ $ 132,616,621
EXPENSES:
Management fee-Note 2(a)............................................... $ 8,015,317
Shareholder servicing costs-Note 2(c).................................. 481,269
Custodian fees......................................................... 340,299
Professional fees...................................................... 48,739
Registration fees...................................................... 46,613
Trustees' fees and expenses-Note 2(d).................................. 10,627
Prospectus and shareholders' reports................................... 5,883
Distribution fees (Class B shares)-Note 2(b)........................... 3,489
Miscellaneous.......................................................... 80,012
--------------
9,032,248
Less-reduction in management fee due to
undertaking-Note 2(a).............................................. 1,012,789
--------------
TOTAL EXPENSES................................................. 8,019,459
--------------
INVESTMENT INCOME-NET.......................................................... 124,597,162
NET REALIZED GAIN ON INVESTMENTS-Note 1(b)..................................... 330,758
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 124,927,920
==============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED JANUARY 31,
-------------------------------------
1993 1994
--------------- ---------------
OPERATIONS:
<S> <C> <C>
Investment income-net...................................................... $ 163,830,441 $ 124,597,162
Net realized gain (loss) on investments.................................... (27,234) 330,758
--------------- ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............... 163,803,207 124,927,920
--------------- ---------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net:
Class A shares......................................................... (163,830,441) (124,557,691)
Class B shares......................................................... ---- (39,471)
--------------- ---------------
TOTAL DIVIDENDS.................................................... (163,830,441) (124,597,162)
--------------- ---------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares......................................................... 38,854,636,612 44,940,158,583
Class B shares......................................................... ---- 95,036,034
Dividends reinvested:
Class A shares......................................................... 32,480,177 21,715,882
Class B shares......................................................... ---- 78,861
Cost of shares redeemed:
Class A shares......................................................... (39,920,907,073) (47,542,533,683)
Class B shares......................................................... ---- (42,843,195)
--------------- ---------------
(DECREASE) IN NET ASSETS FROM BENEFICIAL INTEREST TRANSACTIONS..... (1,033,790,284) (2,528,387,518)
--------------- ---------------
TOTAL (DECREASE) IN NET ASSETS................................. (1,033,817,518) (2,528,056,760)
NET ASSETS:
Beginning of year.......................................................... 6,508,998,514 5,475,180,996
--------------- ---------------
End of year................................................................ $5,475,180,996 $2,947,124,236
=============== ===============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share of Beneficial Interest
outstanding, total investment return, ratios to average net assets and other supplemental data
for each year indicated. This information has been derived from information provided in the
Fund's financial statements.
CLASS A SHARES CLASS B SHARES
--------------------------------------------------- -------
YEAR ENDED JANUARY 31,
--------------------------------------------------- YEAR ENDED
JANUARY 31,
PER SHARE DATA: 1990 1991 1992 1993 1994 1994(1)
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year........ $ .9994 $ .9996 $ .9997 $ .9999 $ .9999 $1.0000
------- ------- ------- ------- ------- -------
INVESTMENT OPERATIONS:
Investment income-net..................... .0906 .0801 .0581 .0362 .0311 .0017
Net realized gain (loss) on investments... .0002 .0001 .0002 -- (.0001) .-
------- ------- ------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS...... .0908 .0802 .0583 .0362 .0310 .0017
------- ------- ------- ------- ------- -------
DISTRIBUTIONS;
Dividends from investment income-net...... (.0906) (.0801) (.0581) (.0362) (.0311) (.0017)
------- ------- ------- ------- ------- -------
Net asset value, end of year.............. $ .9996 $ .9997 $ .9999 $ .9999 $ .9998 $1.0000
======= ======= ======= ======= ======= =======
TOTAL INVESTMENT RETURN 9.44% 8.31% 5.96% 3.68% 3.15% 2.82%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets... .20% .20% .20% .20% .20% .45%(2)
Ratio of net investment income to
average net assets.................... 9.03% 7.99% 5.78% 3.60% 3.11% 2.83%(2)
Decrease reflected in above expense
ratios due toundertaking
by the Manager....................... .02% .02% .03% .04% .03% --
Net Assets, end of year (000's Omitted)...$3,373,940 $5,041,688 $6,508,999 $5,475,181 $2,894,853 $52,272
-------------------------
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
See notes to financial statements.
</TABLE>
DREYFUS CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company.
Dreyfus Service Corporation ("Distributor") acts as the distributor of the
Fund's shares, which are sold to the public without a sales load. The
Distributor is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager").
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio
valuation and dividend and distribution policies to enable it to do so.
On July 14, 1993, the Fund's Board of Trustees approved an amendment
to the Fund's Agreement and Declaration of Trust to provide for the
issuance of additional classes of shares of the Fund. The amendment was
approved by Fund shareholders on January 6, 1994. Effective January 10,
1994, existing Fund shares were classified as Class A shares and an
unlimited number of Class B shares were authorized. The Fund began
offering both Class A and Class B shares on January 10, 1994. Class B
shares are subject to a Service Plan adopted pursuant to Rule 12b-1 under
the Act. Other differences between the two Classes include the services
offered to and the expenses borne by each Class and certain voting rights.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost,
which has been determined by the Fund's Board of Trustees to represent
the fair value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Interest income is recognized on the accrual basis. Cost of investments
represents amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Manager, subject to the
seller's agreement to repurchase and the Fund's agreement to resell such
securities at a mutually agreed upon price. Securities purchased subject
to repurchase agreements are deposited with the Fund's custodians and,
pursuant to the terms of the repurchase agreement, must have an
aggregate market value greater than or equal to the repurchase price plus
accrued interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued interest, the
Fund will require the seller to deposit additional collateral by the next
business day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Fund maintains the right
to sell the underlying securities at market value and may claim any
resulting loss against the seller.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends from investment income-net on each business day. Such
dividends are paid monthly. Dividends from net realized capital gain are
normally declared and paid annually, but the Fund may make distributions
on a more frequent basis to comply with the distribution requirements of
the Internal Revenue Code. To the extent that net realized capital gain can
be offset by capital loss carryovers, it is the policy of the Fund not to
distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
The Fund has an unused capital loss carryover of approximately
$438,000 available for Federal income tax purposes to be applied against
future net securities profits, if any, realized subsequent to January 31,
1994. The carryover does not include net realized securities losses from
November 1, 1993 through January 31, 1994 which are treated for Federal
income tax purposes as arising in fiscal 1995. If not applied, $427,000 of
the carryover expires in fiscal 1996 and $11,000 expires in fiscal 1999.
DREYFUS CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
At January 31, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .20 of 1%
of the average daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the
Manager should the Fund's aggregate expenses, exclusive of taxes, interest
on borrowings, brokerage commissions and extraordinary expenses, exceed
1 1/2% of the average value of the Fund's net assets for any full fiscal
year. However, the Manager has undertaken through January 9, 1994 to
reduce the management fee paid by, or bear such excess expenses of the
Fund, to the extent that the Fund's aggregate expenses (excluding certain
expenses as described above) exceed an annual rate of .20 of 1% of the
average daily value of the Fund's net assets. The reduction in management
fee, pursuant to the undertaking, amounted to $1,012,789 for the period
from February 1, 1993 through January 9, 1994.
Commencing January 10, 1994, the Manager, and not the Fund, will be
liable for those expenses of the Fund (excluding certain expenses as
described above) other than management fee, and with respect to the
Fund's Class B shares, Rule 12b-1 Service Plan expenses.
The Manager may modify the existing undertaking provided that the
Fund's shareholders are given 90 days prior notice.
(B) Under the Service Plan ("Class B Service Plan") adopted pursuant to
Rule 12b-1 under the Act, effective January 10, 1994, the Fund pays the
Distributor, at an annual rate of .25 of 1% of the value of the Fund's Class
B shares average daily net assets, for costs and expenses in connection
with advertising, marketing and distributing Class B shares and for
providing certain services to holders of Class B shares. The Distributor
will make payments to one or more Service Agents (financial institutions,
securities dealers, or other industry professionals) based on the value of
the Fund's Class B shares owned by clients of the Service Agent. From
January 10, 1994 through January 31, 1994, $3,489 was charged to the
Fund pursuant to the Class B Service Plan.
(C) Pursuant to the Fund's Shareholder Services Plan ("Class A
Shareholder Services Plan"), the Fund reimburses the Distributor an
amount not to exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for servicing shareholder accounts. The services
provided may include personal services relating to shareholder accounts,
such as answering shareholder inquiries regarding the Fund and providing
reports and other information, and services related to the maintenance of
shareholder accounts. During the period from February 1, 1993 through
January 9, 1994, the Fund was charged an aggregate of $331,591 pursuant
to the Shareholder Services Plan.
(D) Certain officers and trustees of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each trustee
who is not an "affiliated person" receives an annual fee of $3,000 and an
attendance fee of $500 per meeting.
(E) On December 5, 1993, the Manager entered into an Agreement and
Plan of Merger providing for the merger of the Manager with a subsidiary
of Mellon Bank Corporation ("Mellon").
Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including the receipt of certain regulatory
approvals and the approvals of the stockholders of the Manager and of
Mellon. The merger is expected to occur in mid-1994, but could occur
later.
Because the merger will constitute an "assignment" of the Fund's
Management Agreement with the Manager under the Investment Company
Act of 1940, and thus a termination of such Agreement, the Manager will
seek prior approval from the Fund's Board and shareholders.
DREYFUS CASH MANAGEMENT
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS CASH MANAGEMENT
We have audited the accompanying statement of assets and liabilities
of Dreyfus Cash Management, including the statement of investments, as
of January 31, 1994, and the related statement of operations for the year
then ended, the statement of changes in net assets for each of the two
years in the period then ended, and financial highlights for each of the
years indicated therein. These financial statements and financial
highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of January 31, 1994 by
correspondence with the custodians and brokers. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Cash Management at January 31, 1994, the results of
its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for each of the indicated years, in conformity with generally accepted
accounting principles.
(Ernst & Young Signature Logo)
New York, New York
March 4, 1994
