File Nos. 2-94930
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. 19 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 19 [ X ]
(Check appropriate box or boxes.)
Dreyfus Cash Management
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
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)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
X on November 20, 1996 pursuant to paragraph (a)(i)
----
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.
----
Registrant has registered an indefinite number of shares of its
beneficial interest under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940. Registrant's Rule 24f-2
Notice for the fiscal year ended January 31, 1996 was filed on March 28,
1996.
Dreyfus Cash Management
Cross-Reference Sheet Pursuant to Rule 495(a)
Prospectus for
------------------------------------------
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 4 4 4 4
Information
4 General Description 7 7 7 7
of Registrant
5 Management of 10 10 10 10
the Fund
5(a) Management's * * * *
Discussion of
Fund's Performance
6 Capital Stock and 17 18 17 17
Other Securities
7 Purchase of Securities 11 11 11 11
Being Offered
8 Redemption or 14 14 14 14
Repurchase
9 Pending Legal * * * *
Proceedings
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
Dreyfus Cash Management
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-34
13 Investment Objectives and Policies B-3
14 Management of the Fund B-16
15 Control Persons and Principal B-20
Holders of Securities
16 Investment Advisory and Other B-22
Services
Items in
Part B of
Form N-1A
_________
17 Brokerage Allocation B-32
18 Capital Stock and Other Securities B-34
19 Purchase, Redemption and Pricing B-24,
of Securities Being Offered B-28,
B-29
20 Tax Status *
21 Underwriters B-24
22 Calculations of Performance Data B-32
23 Financial Statements B-43
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
Dreyfus Cash Management
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-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
[INSTITUTIONAL SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS TREASURY PRIME CASH MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE
"FUNDS") 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 TO DREYFUS MUNICIPAL
CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS
EXEMPT FROM FEDERAL INCOME TAX) AS IS CONSISTENT WITH THE PRESERVATION OF
CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
THE FUNDS ARE 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 INSTITUTIONAL SHARES OF A FUND, 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.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF ANOTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR CONVENIENCE TO PROVIDE
YOU THE OPPORTUNITY TO CONSIDER FIVE 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 NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, FOR THE FUNDS' INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, 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 FUND. 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
1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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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 Institutional Shares................................. 11
Shareholder Services............................................ 13
How to Redeem Institutional Shares.............................. 14
Shareholder Services Plan....................................... 15
Dividends, Distributions and Taxes.............................. 15
General Information............................................. 17
Appendix........................................................ 19
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of each
Fund's Institutional Shares, based upon each Fund's operating expenses for
its most recent year end.
<TABLE>
<CAPTION>
<S> <C>
INSTITUTIONAL
SHARES
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 borrowing 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
Institutional Shares," and "Shareholder Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following tables for each fiscal year end of
each Fund (as indicated) has been audited by Ernst & Young LLP, each Fund's
independent auditors, whose reports thereon appear in the Statement of
Additional Information. Further financial data and related notes, and each
Fund's six-month financial report (as indicated), are included in the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Beneficial Interest of each Fund's Institutional Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from each Fund's
financial statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
----------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
-------------------------------------------------------------------------------------------------- MONTHS ENDED
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
year $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 .065 .066 .076 .091 .080 .058 .036 .031 .042 .059 .026
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS;
Dividends from
investment
income-net (.065) (.066) (.076) (.091) (.080) (.058) (.036) (.031) (.042) (.059) (.026)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of year $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. 6.75% 6.77% 7.84% 9.44% 8.31% 5.96% 3.68% 3.15% 4.28% 6.03% 5.29%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net
assets.... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment income
to average
net assets.... 6.44% 6.60% 7.42% 9.03% 7.99% 5.78% 3.60% 3.11% 4.08% 5.86% 5.23%(1)
Decrease
reflected in
above expense
ratios due to
undertaking
by The Dreyfus
Corporation .03% .03% .03% .02% .02% .03% .04% .03% -- -- --
Net Assets, end of
year (000's
omitted) $1,849,044 $3,320,959 $2,245,703 $3,373,940 $5,041,688 $6,508,999 $5,475,181 $2,894,853 $1,817,166 $2,442,647 $2,215,074
(1)Annualized.
</TABLE>
<TABLE>
<CAPTION>
Page 4
DREYFUS GOVERNMENT CASH MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
----------------------------------------------------------------------------------------------------- MONTHS ENDED
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
year $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 .065 .064 .074 .089 .079 .058 .037 .031 .041 .059 .026
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS;
Dividends from
investment
income-net (.065) (.064) (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059) (.026)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of year $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 6.69% 6.63% 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21% 6.01% 5.29%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment income
to average net
assets.. 6.39% 6.48% 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% 5.23%(1)
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation .05% .04% .04% .05% .04% .04% .05% .03%. -- -- --
Net Assets,
end of year
(000's
omitted) $952,688 $1,325,992 $1,231,361 $1,590,159 $2,171,778 $4,750,205 $10,229,838 $4,515,946 $2,796,646 $4,777,903 $4,407,051
(1)Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS*
-----------------------------------------------------------------------
FISCAL YEAR ENDED DECEMBER 31, SIX
----------------------------------------------------------- MONTHS ENDED
1990(1) 1991 1992 1993 1994 1995 June 30, 1996
------ ------ ------ ------ ------ ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year $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 .017
------ ------ ------ ------ ------ ------ ------
Distributions;
Dividends from investment income-net (.013) (.047) (.031) (.024) (.027) (.038) (.017)
------ ------ ------ ------ ------ ------ ------
Net asset value, end of year $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% 3.39%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets .20%(2) .20% .20% .20% .20% .20% .20%(2)
Ratio of net investment income to
average net assets 6.55%(2) 4.54% 3.04% 2.40% 2.62% 3.78% 3.37%(2)
Decrease reflected in above expense ratios due
to undertaking by The Dreyfus Corporation
(limited to the expense limitation
provision of the Management Agreement) 2.30%(2) .33% .10% .07% _ _ _
Net Assets, end of year (000's omitted) $22,911 $151,085 $259,416 $364,584 $192,710 $194,088 $170,483
(1) From October 15, 1990 (commencement of operations) to December 31, 1990.
(2) Annualized.
* Effective September 11, 1996, the Fund changed its fiscal year end to January 31.
</TABLE>
<TABLE>
<CAPTION>
Page 5
DREYFUS TAX EXEMPT CASH MANAGEMENT
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
----------------------------------------------------------------------------------------------------- MONTHS ENDED
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
year $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 .045 .044 .052 .062 .057 .042 .028 .023 .028 .037 .016
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS;
Dividends from investment
income-net (.045) (.044) (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037) (.016)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of year $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. 4.58% 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72% 3.21%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment income
to average net
assets.. 4.38% 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64% 3.19%(1)
Decrease reflected in above
expense ratios due to
undertaking by
The Dreyfus
Corporation .04% .03% .03% .04% .03% .05% .04% .04% -- -- --
Net Assets, end
of year (000's
omitted) $839,388 $1,029,739 $1,006,193 $1,147,753 $1,905,522 $1,668,671 $1,838,786 $1,739,787 $1,299,301 $1,366,497 $1,229,499
(1)Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT*
--------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED FEBRUARY 28/29, SIX
-------------------------------------------------------------------------------------- MONTHS ENDED
1989(1) 1990 1991 1992 1993 1994 1995 1996 August 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year $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
------ ------ ------ ------ ------ ------ ------ ------ -----
Distributions;
Dividends from
investment income--net (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055)
------ ------ ------ ------ ------ ------ ------ ------ -----
Net asset value,
end of year $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%
ratios/supplemental data:
Ratio of expenses to
average net assets .20%(2) .20% .20% .20% .20% .20% .20% .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%
Decrease reflected in
above expense ratios
due to an undertaking
by The Dreyfus
Corporation .30%(2) .10% .05% .05% .04% .02% .-- .--
Net Assets, end of
year (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
(1) From December 27, 1988 (commencement of operations) to February 28, 1989.
(2) Annualized.
*Effective September 11, 1996, the Fund changed its fiscal year end to January 31.
</TABLE>
Page 6
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 the 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."
Yield information is useful in reviewing the performance of each
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.
As to Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management, tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate, would be equivalent
to a stated yield or effective yield calculated as described above.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate 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 INSTITUTIONAL SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL
OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE INSTITUTIONAL SHARES
OF A FUND. 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
Institutional Shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of Dreyfus Cash Management, Dreyfus
Government Cash Management, and Dreyfus Treasury Prime Cash Management 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. The
investment objective of Dreyfus Municipal Cash Management Plus and Dreyfus
Tax Exempt Cash Management is to provide investors with as high a level of
current income exempt from Federal income taxes as is consistent with the
preservation of capital and the maintenance of liquidity. To accomplish its
investment objective, Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management invest primarily in Municipal Obligations (as
described below). 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. 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.
Page 7
MANAGEMENT POLICIES
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 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 is permitted to lend portfolio securities. See "Appendix--Investment
Techniques_Lending Portfolio Securities."
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
- -- It is a fundamental policy of each Fund that such Fund will invest at
least 80% of the value of its net assets (except when maintaining a temporary
defensive position) in Municipal Obligations. Each Fund also may invest in
Taxable Investments of the quality described under "Appendix--Certain
Portfolio Securities--Taxable Investments."
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. Dreyfus Municipal Cash
Management Plus may invest without limitation in Municipal Obligations the
interest from which gives rise to a preference item for the purpose of the
alternative minimum tax. Dreyfus Tax Exempt Cash Management 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 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. The Fund does not invest in
repurchase agreements, securities issued by agencies or instrumentalities of
the Federal government or any other type of money market instrument or
security.
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 will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities. As to Dreyfus Cash Management, Dreyfus
Municipal Cash Management Plus, and Dreyfus Tax Exempt Cash Management, each
Fund will invest in securities determined in accordance with procedures
established by each Fund's Board to present minimal credit risks and which
are rated in one of the two highest rating categories for debt obligations by
at least two nationally recognized statistical rating organizations (or one
rating organization if the instrument was rated by only one such
organization) or, if unrated, are of comparable quality as determined in
accordance with procedures established by the Board.
Page 8
Moreover, Dreyfus Cash Management 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 Board. The
nationally recognized statistical rating organizations currently rating
instruments of the type the Funds may purchase are Moody's Investors Service,
Inc., Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc., Duff & Phelps Credit Rating Co., Fitch Investors Service,
L.P., IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating
criteria are described in the "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.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY)
Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income tax.
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds 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.
Municipal Obligations bear fixed, floating or variable rates of interest.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the 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 ONLY) -- 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
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. 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.
Page 9
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT ONLY)-- Since the Fund's
portfolio may contain securities issued by London branches of domestic banks,
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, the possible
imposition of United Kingdom withholding taxes on interest income payable on
the securities, the possible establishment of exchange controls or the
adoption of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on these securities and the
possible seizure or nationalization of foreign deposits.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- Each Fund may invest more
than 25% of the value of its total assets in Municipal Obligations which are
related in such a way that an economic, business or political development or
change affecting one such security also would affect the other securities;
for example, securities the interest upon which is paid from revenues of
similar types of projects, or securities whose issuers are located in the
same state. As a result, the Fund may be subject to greater risk as compared
to a fund that does not follow this practice.
Certain municipal lease/purchase obligations in which the Fund may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
the Fund. Proposals that may restrict or eliminate the income tax exemption
for interest on Municipal Obligations may be introduced in the future. If any
such proposal were enacted that would reduce the availability of Municipal
Obligations for investment by the Fund so as to adversely affect Fund
shareholders, the Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of
Municipal Obligation as taxable, the Fund would treat such security as a
permissible Taxable Investment within the applicable limits set forth herein.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of another Fund or other investment companies
advised by The Dreyfus Corporation. If, however, such other Fund or
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 Fund or investment company. In some cases, this procedure
may adversely affect the size of the position obtained for or disposed of by
a Fund or the price paid or received by a Fund.
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 August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
Page 10
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
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
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Institutional Shares, unless The Dreyfus
Corporation gives such Fund's 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, The Dreyfus 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 One Exchange Place, 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. Wells Fargo Bank,
N.A., _____________ , San Francisco, California _____, is each Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY INSTITUTIONAL SHARES
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
Page 11
(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, Dreyfus Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus New York
Municipal Cash Management, and Dreyfus Treasury Cash Management 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") and
other institutions 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 compatible computer facilities. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To
place an order by telephone or to determine whether their computer facilities
are comparable with a 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,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT ONLY -- Each Fund's net asset value per share
is determined as of 5:00 p.m., New York time/2:00 p.m., California time, on
each day the New York Stock Exchange or the Transfer Agent is open for
business. 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.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 1:00 p.m.,
Page 12
California time, and the shares purchased will receive the dividend declared
on that day if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- The Fund's net asset value per share is determined as of 12:00 Noon,
New York time, on each day the New York Stock Exchange is open for business.
Net asset value per share of each class 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.
Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.
Telephone orders placed to Dreyfus Institutional Services Division
will become effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend declared on that day, if
the telephone order is placed by 12:00 Noon, New York time, and Federal Funds
are received by 4:00 p.m., New York time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the 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").
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Institutional
Shares of a Fund, Institutional Shares of another Fund or of Dreyfus Cash
Management Plus, Inc., Dreyfus Institutional Short Term Treasury Fund,
Dreyfus New York Municipal Cash Management, and Dreyfus Treasury Cash
Management, each of which have different investment objectives that may be of
interest to investors. Upon an exchange into a new account the following
shareholder services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the exchange is made:
Telephone Exchange Privilege, Redemption by Wire or Telephone, Redemption
Through Compatible Computer 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 Institutional Shares_Procedures."
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained 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 the Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. 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 a
prospectus for the relevant share class which the investor wishes to
purchase.
Page 13
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, Institutional Shares,
Administrative Shares, Investor Shares or Participant Shares of any other
Fund or of Dreyfus Cash Management Plus, Inc., Dreyfus New York Municipal
Cash Management, Dreyfus Treasury Cash Management; or Institutional Shares or
Investor Shares 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 the 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 and the funds eligible to participate in 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 INSTITUTIONAL 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.
The Funds do not impose charges when Institutional Shares are
redeemed. Service Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any share certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset value.
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT ONLY -- If a request for redemption is
received in proper form in New York by 5:00 p.m., New York time, or in Los
Angeles by 12:00 Noon, California time, the proceeds of the redemption, if
transfer by wire is requested, ordinarily will be transmitted in Federal Funds
on the same day and the shares will not receive the dividend declared on
that day. If the request is received later that day in New York or Los
Angeles, 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.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- If a request for redemption is received in proper form by Dreyfus
Institutional Services Division by 12:00 Noon, New York time, the proceeds of
the redemption, if transfer by wire is requested, ordinarily will be
transmitted in Federal Funds on the same day and the shares will not receive
the dividend declared on that day. If the request is received later that day
by Dreyfus Institutional Services Division, 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.
The Fund ordinarily will make payment for all Institutional Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
PROCEDURES
Investors may redeem Institutional Shares by wire or telephone, or
through compatible computer facilities as described below.
Page 14
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 COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. 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
computer facilities are compatible and to receive instructions for redeeming
Institutional Shares in this manner.
SHAREHOLDER SERVICES PLAN
Each Fund's Institutional Shares are subject to a separate
Shareholder Services Plan pursuant to which each Fund has agreed to reimburse
Dreyfus Service Corporation an amount not to exceed an annual rate of .25 of
1% of the value of the average daily net assets of Institutional Shares for
certain allocated expenses of providing personal services to, and/or
maintaining accounts of, Institutional Shares shareholders. The services
provided may include personal services relating to shareholder accounts, such
as answering shareholder inquiries regarding the Fund and providing reports
and other information, and services related to the maintenance of shareholder
accounts. 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
Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Institutional Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the 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 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
Page 15
of the redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
in all events in a manner consistent with the provisions of the 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 Institutional Shares will be borne
exclusively by such Shares.
Dividends 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, paid by the Fund are taxable as ordinary income,
whether received in cash or reinvested in Institutional Shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
portion of the dividends or distributions declared by the Fund qualifies for
the dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains, if any, generally
are taxable as long-term capital gains for Federal income tax purposes if the
beneficial holder of shares is a citizen or resident of the United States,
regardless of how long shareholders have held their shares and whether such
distributions are received in cash or reinvested in additional shares. The
Code provides that the net capital gain of an individual generally will not
be subject to Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to certain state and local taxes.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- Except for dividends from Taxable Investments, each Fund anticipates
that substantially all dividends paid will not be subject to Federal income
tax. Dividends derived from Taxable Investments, together with distributions
from any net realized short-term securities gains and all or a portion of any
gain realized from the sale or other disposition of certain market discount
bonds, paid by the Fund are taxable as ordinary income whether received in
cash or reinvested in Institutional Shares. No dividend paid by the Fund will
qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains of
the Fund generally are taxable as long-term capital gains for Federal income
tax purposes if the beneficial holder of Fund shares is a citizen or resident
of the United States. The Code provides that the net capital gain of an
individual generally will not be subject to Federal income tax at a rate in
excess of 28%. Under the Code, interest on indebtedness incurred or continued
to purchase or carry Fund shares which is deemed to relate to exempt-interest
dividends is not deductible.
Although all or a substantial portion of the dividends paid by the
Fund may be excluded by the beneficial holders of Institutional Shares from
their gross income for Federal income tax purposes, the Fund may purchase
specified private activity bonds, the interest from which may be (i) a
preference item for purposes of the alternative minimum tax, (ii) a component
of the "adjusted current earnings" preference item for purposes of the
corporate alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the extent to
which the Social Security benefits of a beneficial holder of Fund shares are
taxable. If the Fund purchases such securities, the portion of the Fund's
dividends related thereto will not necessarily be tax exempt to a beneficial
holder of Fund shares who is subject to the alternative minimum tax and/or
tax on Social Security benefits and may cause a beneficial holder of Fund
shares to be subject to such taxes.
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
mar-
Page 16
ket discount bonds, paid by the Fund with respect to Institutional 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 the Fund with respect to
Institutional 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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of 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 or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of each Fund believes that such Fund has qualified for its
respective fiscal year 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. Such qualification relieves a 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 Cash Management was incorporated under Maryland law on
December 6, 1984, and commenced operations on March 11, 1985. On May 22, 1987
it was reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus Government Cash Management was
incorporated under Maryland law on February 1, 1984, and commenced operations
on March 13, 1985. On May 22, 1987 it was reorganized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts. Dreyfus
Municipal Cash Management Plus was organized as an unincorporated business
trust under the laws of the Commonwealth of Massachusetts pursuant to an
Agreement and Declaration of Trust dated September 12, 1990, and commenced
operations October 15, 1990. Dreyfus Tax Exempt Cash Management was
incorporated under Maryland law on January 27, 1984, and commenced operations
on March 12, 1985. On May 22, 1987 it was reorganized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts. 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 dated February 16, 1987, and com-
Page 17
menced operations on December 27, 1988. Each Fund is authorized to issue an
unlimited number of shares of beneficial interest, 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.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Fund. However, each
Fund's Agreement and Declaration of Trust (the "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 a 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, the shareholder paying such liability will be entitled to reimbursement
from the general assets of such Fund. Each Fund 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. As described under
"Management of the Funds" in the Statement of Additional Information, each
Fund ordinarily will not hold shareholder meetings; however, shareholders
under certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Board members.
The Transfer Agent maintains a record of each Funds' 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
toll free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board of
Trustees 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 its 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 18
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 or 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.
LENDING PORTFOLIO SECURITIES (DREYFUS GOVERNMENT CASH MANAGEMENT ONLY) -- The
Fund may lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete certain
transactions. The 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 20% of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or 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 the Fund
at any time upon specified notice. The 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.
FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase Municipal Obligations
and other 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. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the commitments will
be established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS GOVERNMENT
CASH MANAGEMENT ONLY) -- 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 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 AND DREYFUS GOVERNMENT CASH
MANAGEMENT ONLY) -- 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. The Fund may enter
into repurchase agreements with certain banks or non-bank dealers.
Page 19
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT ONLY) -- The Fund may purchase
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, London branches of domestic
banks and other banking institutions. With respect to such securities issued
by London branches of domestic 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 Fund -- 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 ONLY) -- 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 issued by domestic and foreign entities. 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) issued by domestic and foreign corporations, including banks.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND
DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase floating
and variable rate demand notes and bonds, which are tax exempt obligations
ordinarily having stated maturities in excess of 13 months, but which permit
the holder to demand payment of principal at any time or at specified
intervals not exceeding 13 months, in each case upon not more than 30 days'
notice. Variable rate demand notes include master demand notes which are
obligations that permit the Fund to invest fluctuating amounts, 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. 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
AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase from
financial institutions participation interests in Municipal Obligations (such
as industrial development bonds and municipal lease/purchase agreements). A
participation interest gives the Fund an undivided interest in the Municipal
Obligation in the proportion that the Fund's participation interest bears to
the total principal amount of the Municipal Obligation. These instruments may
have fixed, floating or variable rates of interest, with remaining maturities
of 13 months or less. If the participation interest is unrated or has been
given a rating below that which otherwise is permissible for purchase by the
Fund, it will be backed by an irrevocable letter of credit or guarantee of a
bank that the Fund's Board has determined meets the prescribed quality
standards for banks set forth below, or the payment obligation otherwise will
be collateralized by U.S. Government securities. For certain participation
interests, the Fund will have the right to demand payment, on not more than
seven days' notice, for all or any part of the Fund's participation interest
in the Municipal Obligation, plus accrued interest. As to these instruments,
the
Page 20
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 AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- The Fund may acquire "stand-by commitments"
with respect to Municipal Obligations held in its portfolio. Under a stand-by
commitment, the Fund obligates a broker, dealer or bank to repurchase, at the
Fund's option, specified securities at a specified price and, in this
respect, stand-by commitments are comparable to put options. The exercise of
a stand-by commitment, therefore, is subject to the ability of the seller to
make payment on demand. The Fund will acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes. The Fund may pay for stand-by commitments if
such action is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such security's
yield to investors. Gains realized in connection with stand-by commitments
will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- 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 short-term investments ("Taxable Investments") consisting
of: notes of issuers having, at the time of purchase, a quality rating within
the two highest grades of Moody's, S&P or Fitch; obligations of the U.S.
Government, its agencies or instrumentalities; commercial paper rated not
lower than P-1 by Moody's, A-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. 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. 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, the Fund anticipates that not
more than 5% of the value of its total assets will be invested in any one
category of Taxable Investments. Taxable Investments are more fully described
in the Statement of Additional Information to which reference hereby is made.
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 such 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 a Fund desire to sell them when a ready
buyer is not available at a price such 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
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Page 22
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Page 23
COMBINED
PROSPECTUS
FOR
Dreyfus
Cash Management
Dreyfus Government
Cash Management
Dreyfus
Municipal Cash Management Plus
Dreyfus
Tax Exempt
Cash Management
Dreyfus
Treasury Prime
Cash Management
[INSTITUTIONAL SHARES]
Copy Rights 1996 Dreyfus Service Corporation
288p112096
Registration Mark
Page 24
- ------------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
[ADMINISTRATIVE SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS TREASURY PRIME CASH MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE
"FUNDS") 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 TO DREYFUS MUNICIPAL
CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS
EXEMPT FROM FEDERAL INCOME TAX) AS IS CONSISTENT WITH THE PRESERVATION OF
CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
THE FUNDS ARE 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 ADMINISTRATIVE SHARES OF A FUND, 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.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF ANOTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR CONVENIENCE TO PROVIDE
YOU THE OPPORTUNITY TO CONSIDER FIVE 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 NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, FOR THE FUNDS' INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, 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 FUND. 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
1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
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 ADMINISTRATIVE Shares................................ 11
Shareholder Services............................................ 13
How to Redeem ADMINISTRATIVE Shares............................. 14
Service Plan.................................................... 15
Dividends, Distributions and Taxes.............................. 16
General Information............................................. 18
Appendix........................................................ 20
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of each
Fund's Administrative Shares, based upon each Fund's operating expenses for
its most recent year end.
<TABLE>
<CAPTION>
<S> <C>
ADMINISTRATIVE
SHARES
Management Fees............................................................ .20%
12b-1 Fees................................................................. .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 borrowing 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
each Fund's Service Plan at the annual rate of .10 of 1% of the average daily
net assets of such Fund's 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 Administrative
Shares," and "Service Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
Currently, each Fund offers three classes of shares to investors in
addition to Administrative Shares. Prior to September, 1993, each Fund only
offered one class of shares, which class is now known as Institutional
Shares. The information set forth below pertains to each Fund's Institutional
Shares, which are not offered through this Prospectus. No financial data is
shown for Administrative Shares because that class of shares had not
commenced operations as of the date of this Prospectus.
The information in the following tables for each fiscal year end of
each Fund (as indicated) has been audited by Ernst & Young LLP, each Fund's
independent auditors, whose reports thereon appear in the Statement of
Additional Information. Further financial data and related notes, and each
Fund's six-month financial report (as indicated), are included in the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Beneficial Interest of each Fund's Institutional Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from each Fund's
financial statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT--INSTITUTIONAL SHARES
----------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
-------------------------------------------------------------------------------------------------- MONTHS ENDED
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
year $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 .065 .066 .076 .091 .080 .058 .036 .031 .042 .059 .026
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS;
Dividends from
investment
income-net (.065) (.066) (.076) (.091) (.080) (.058) (.036) (.031) (.042) (.059) (.026)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of year $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. 6.75% 6.77% 7.84% 9.44% 8.31% 5.96% 3.68% 3.15% 4.28% 6.03% 5.29%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net
assets.... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment income
to average
net assets.... 6.44% 6.60% 7.42% 9.03% 7.99% 5.78% 3.60% 3.11% 4.08% 5.86% 5.23%(1)
Decrease
reflected in
above expense
ratios due to
undertaking
by The Dreyfus
Corporation .03% .03% .03% .02% .02% .03% .04% .03% -- -- --
Net Assets, end of
year (000's
omitted) $1,849,044 $3,320,959 $2,245,703 $3,373,940 $5,041,688 $6,508,999 $5,475,181 $2,894,853 $1,817,166 $2,442,647 $2,215,074
(1)Annualized.
</TABLE>
<TABLE>
<CAPTION>
Page 4
DREYFUS GOVERNMENT CASH MANAGEMENT -- INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
----------------------------------------------------------------------------------------------------- MONTHS ENDED
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
year $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 .065 .064 .074 .089 .079 .058 .037 .031 .041 .059 .026
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS;
Dividends from
investment
income-net (.065) (.064) (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059) (.026)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of year $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 6.69% 6.63% 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21% 6.01% 5.29%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment income
to average net
assets.. 6.39% 6.48% 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% 5.23%(1)
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation .05% .04% .04% .05% .04% .04% .05% .03%. -- -- --
Net Assets,
end of year
(000's
omitted) $952,688 $1,325,992 $1,231,361 $1,590,159 $2,171,778 $4,750,205 $10,229,838 $4,515,946 $2,796,646 $4,777,903 $4,407,051
(1)Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS* -- INSTITUTIONAL SHARES
-----------------------------------------------------------------------
FISCAL YEAR ENDED DECEMBER 31, SIX
---------------------------------------------------------- MONTHS ENDED
1990(1) 1991 1992 1993 1994 1995 June 30, 1996
------ ------ ------ ------ ------ ----- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year $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 .017
------ ------ ------ ------ ------ ------ ------
Distributions;
Dividends from investment income-net (.013) (.047) (.031) (.024) (.027) (.038) (.017)
------ ------ ------ ------ ------ ------ ------
Net asset value, end of year $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% 3.39%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets .20%(2) .20% .20% .20% .20% .20% .20%(2)
Ratio of net investment income to
average net assets 6.55%(2) 4.54% 3.04% 2.40% 2.62% 3.78% 3.37%(2)
Decrease reflected in above expense ratios due
to undertaking by The Dreyfus Corporation
(limited to the expense limitation
provision of the Management Agreement) 2.30%(2) .33% .10% .07% _ _ _
Net Assets, end of year (000's omitted) $22,911 $151,085 $259,416 $364,584 $192,710 $194,088 $170,483
(1) From October 15, 1990 (commencement of operations) to December 31, 1990.
(2) Annualized.
* Effective September 11, 1996, the Fund changed its fiscal year end to January 31.
</TABLE>
<TABLE>
<CAPTION>
Page 5
DREYFUS TAX EXEMPT CASH MANAGEMENT -- INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
----------------------------------------------------------------------------------------------------- MONTHS ENDED
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
year $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 .045 .044 .052 .062 .057 .042 .028 .023 .028 .037 .016
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS;
Dividends from investment
income-net (.045) (.044) (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037) (.016)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of year $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. 4.58% 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72% 3.21%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment income
to average net
assets.. 4.38% 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64% 3.19%(1)
Decrease reflected in above
expense ratios due to
undertaking by
The Dreyfus
Corporation .04% .03% .03% .04% .03% .05% .04% .04% -- -- --
Net Assets, end
of year (000's
omitted) $839,388 $1,029,739 $1,006,193 $1,147,753 $1,905,522 $1,668,671 $1,838,786 $1,739,787 $1,299,301 $1,366,497 $1,229,499
(1)Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT* -- INSTITUTIONAL SHARES
--------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED FEBRUARY 28/29, SIX
----------------------------------------------------------------------------------- MONTHS ENDED
1989(1) 1990 1991 1992 1993 1994 1995 1996 August 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year $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
------ ------ ------ ------ ------ ------ ------ ------ -----
Distributions;
Dividends from
investment income--net (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055)
------ ------ ------ ------ ------ ------ ------ ------ -----
Net asset value,
end of year $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%
ratios/supplemental data:
Ratio of expenses to
average net assets .20%(2) .20% .20% .20% .20% .20% .20% .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%
Decrease reflected in
above expense ratios
due to an undertaking
by The Dreyfus
Corporation .30%(2) .10% .05% .05% .04% .02% -- --
Net Assets, end of
year (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
(1) From December 27, 1988 (commencement of operations) to February 28, 1989.
(2) Annualized.
*Effective September 11, 1996, the Fund changed its fiscal year end to January 31.
</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 the
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" and "Service
Plan."
Yield information is useful in reviewing the performance of each
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.
As to Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management, tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate, would be equivalent
to a stated yield or effective yield calculated as described above.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate 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 ADMINISTRATIVE SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL
OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE ADMINISTRATIVE
SHARES OF A FUND. 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
Administrative Shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of Dreyfus Cash Management, Dreyfus
Government Cash Management, and Dreyfus Treasury Prime Cash Management 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. The
investment objective of Dreyfus Municipal Cash Management Plus and Dreyfus
Tax Exempt Cash Management is to provide investors with as high a level of
current income exempt from Federal income taxes as is consistent with the
preservation of capital and the maintenance of liquidity. To accomplish its
investment objective, Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management invest primarily in Municipal Obligations (as
described below). 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. 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.
Page 7
MANAGEMENT POLICIES
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 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 is permitted to lend portfolio securities. See "Appendix--Investment
Techniques_Lending Portfolio Securities."
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
- -- It is a fundamental policy of each Fund that such Fund will invest at
least 80% of the value of its net assets (except when maintaining a temporary
defensive position) in Municipal Obligations. Each Fund also may invest in
Taxable Investments of the quality described under "Appendix--Certain
Portfolio Securities--Taxable Investments."
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. Dreyfus Municipal Cash
Management Plus may invest without limitation in Municipal Obligations the
interest from which gives rise to a preference item for the purpose of the
alternative minimum tax. Dreyfus Tax Exempt Cash Management 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 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. The Fund does not invest in
repurchase agreements, securities issued by agencies or instrumentalities of
the Federal government or any other type of money market instrument or
security.
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 will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities. As to Dreyfus Cash Management, Dreyfus
Municipal Cash Management Plus, and Dreyfus Tax Exempt Cash Management, each
Fund will invest in securities determined in accordance with procedures
established by each Fund's Board to present minimal credit risks and which
are rated in one of the two highest rating categories for debt obligations by
at least two nationally recognized statistical rating organizations (or one
rating organization if the instrument was rated 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 will purchase only instruments so rated in the highest rating
category
Page 8
or, if unrated, of comparable quality as determined in accordance
with procedures established by the Board. The nationally recognized
statistical rating organizations currently rating instruments of the type the
Funds may purchase are Moody's Investors Service, Inc., Standard & Poor's
Ratings Group, a division of The McGraw-Hill Companies, Inc., Duff & Phelps
Credit Rating Co., Fitch Investors Service, L.P., IBCA Limited and IBCA Inc.
and Thomson BankWatch, Inc. and their rating criteria are described in the
"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.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY)
Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income tax.
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds 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.
Municipal Obligations bear fixed, floating or variable rates of interest.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the 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 ONLY) -- 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
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. 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.
Page 9
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT ONLY)-- Since the Fund's
portfolio may contain securities issued by London branches of domestic banks,
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, the possible
imposition of United Kingdom withholding taxes on interest income payable on
the securities, the possible establishment of exchange controls or the
adoption of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on these securities and the
possible seizure or nationalization of foreign deposits.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- Each Fund may invest more
than 25% of the value of its total assets in Municipal Obligations which are
related in such a way that an economic, business or political development or
change affecting one such security also would affect the other securities;
for example, securities the interest upon which is paid from revenues of
similar types of projects, or securities whose issuers are located in the
same state. As a result, the Fund may be subject to greater risk as compared
to a fund that does not follow this practice.
Certain municipal lease/purchase obligations in which the Fund may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
the Fund. Proposals that may restrict or eliminate the income tax exemption
for interest on Municipal Obligations may be introduced in the future. If any
such proposal were enacted that would reduce the availability of Municipal
Obligations for investment by the Fund so as to adversely affect Fund
shareholders, the Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of
Municipal Obligation as taxable, the Fund would treat such security as a
permissible Taxable Investment within the applicable limits set forth herein.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of another Fund or other investment companies
advised by The Dreyfus Corporation. If, however, such other Fund or
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 Fund or investment company. In some cases, this procedure
may adversely affect the size of the position obtained for or disposed of by
a Fund or the price paid or received by a Fund.
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 August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
Page 10
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
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
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Administrative Shares, unless The Dreyfus
Corporation gives such Fund's 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 each 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 average daily net assets of such Fund's
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, The Dreyfus 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 One Exchange Place, 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. Wells Fargo Bank,
N.A., _____________ , San Francisco, California _____, is each Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY ADMINISTRATIVE SHARES
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
Page 11
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 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, Dreyfus Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus New York
Municipal Cash Management, and Dreyfus Treasury Cash Management 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") and
other institutions 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 compatible computer facilities. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To
place an order by telephone or to determine whether their computer facilities
are comparable with a 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,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT ONLY -- Each Fund's net asset value per share
is determined as of 5:00 p.m., New York time/2:00 p.m., California time, on
each day the New York Stock Exchange or the Transfer Agent is open for
business. 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.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend
Page 12
declared on that day, if such order is placed by 5:00 p.m., New York time, and
Federal Funds are received by the Custodian by 6:00 p.m., New York time, on
that day. A telephone order placed to Dreyfus Institutional Services Division
in California will become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the dividend declared
on that day if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- The Fund's net asset value per share is determined as of 12:00 Noon,
New York time, on each day the New York Stock Exchange is open for business.
Net asset value per share of each class 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.
Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.
Telephone orders placed to Dreyfus Institutional Services Division
will become effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend declared on that day, if
the telephone order is placed by 12:00 Noon, New York time, and Federal Funds
are received by 4:00 p.m., New York time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the 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").
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Administrative
Shares of a Fund, Administrative Shares of another Fund or of Dreyfus Cash
Management Plus, Inc., Dreyfus New York Municipal Cash Management, and
Dreyfus Treasury Cash Management, which have different investment objectives
that may be of interest to investors. Upon an exchange into a new account the
following shareholder services and privileges, as applicable and where
available, will be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Redemption by Wire or
Telephone, Redemption Through Compatible Computer 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 Administrative
Shares_Procedures." Before any exchange, the investor must obtain and should
review a copy of the current prospectus of the fund into which the exchange
is being made. Prospectuses may be obtained 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 the Fund reserves the right, upon not
less than 60 days' written notice, to charge investors a nominal fee in
accordance with rules promulgated by the Securities and Exchange Commission.
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 identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
Page 13
listed under "General Information" in this Prospectus, and should obtain a
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, Institutional
Shares, Administrative Shares, Investor Shares, Participant Shares of any
other Fund or of Dreyfus Cash Management Plus, Inc., Dreyfus New York
Municipal Cash Management, Dreyfus Treasury Cash Management; or Institutional
Shares or Investor Shares 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 the 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 and the funds eligible to participate in 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 ADMINISTRATIVE 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.
The Funds do not impose charges when Administrative Shares are
redeemed. Service Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any share certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset value.
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT ONLY -- If a request for redemption is
received in proper form in New York by 5:00 p.m., New York time, or in Los
Angeles by 12:00 Noon, California time, the proceeds of the redemption, if
transfer by wire is requested, ordinarily will be transmitted in Federal Funds
on the same day and the shares will not receive the dividend declared on
that day. If the request is received later that day in New York or Los
Angeles, 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.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- If a request for redemption is received in proper form by Dreyfus
Institutional Services Division by 12:00 Noon, New York time, the proceeds of
the redemption, if transfer by wire is requested, ordinarily will be
transmitted in Federal Funds on the same day and the shares will not receive
the dividend declared on that day. If the request is received later that day
by Dreyfus Institutional Services Division, 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.
The Fund ordinarily will make payment for all Administrative Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
Page 14
PROCEDURES
Investors may redeem Administrative Shares by wire or telephone, or
through compatible computer facilities 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 COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. 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
computer facilities are compatible and to receive instructions for redeeming
Investor Shares in this manner.
SERVICE PLAN
Administrative Shares of each Fund are subject to a separate Service
Plan adopted pursuant to Rule 12b-1 under the 1940 Act. 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
Administrative 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 ("Servicing"), at
an aggregate annual rate of .10 of 1% of the value of the average daily net
assets of 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 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. The fee payable for Servicing is intended to be a "service
fee" as defined in Article III, Section 26 of the NASD Rules of Fair
Practice. The fees payable under the Service Plan are payable without regard
to actual expenses incurred.
Page 15
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Administrative Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the 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 Internal Revenue Code of 1986, as amended (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 Administrative Shares will be borne
exclusively by such Shares.
Dividends 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, paid by the Fund are taxable as ordinary income,
whether received in cash or reinvested in Administrative Shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
portion of the dividends or distributions declared by the Fund qualifies for
the dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains, if any, generally
are taxable as long-term capital gains for Federal income tax purposes if the
beneficial holder of shares is a citizen or resident of the United States,
regardless of how long shareholders have held their shares and whether such
distributions are received in cash or reinvested in additional shares. The
Code provides that the net capital gain of an individual generally will not
be subject to Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to certain state and local taxes.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- Except for dividends from Taxable Investments, each Fund anticipates
that substantially all dividends paid will not be subject to Federal income
tax. Dividends derived from Taxable Investments, together with distributions
from any net realized short-term securities gains and all or a portion of any
gain realized from the sale or other disposition of certain market discount
bonds, paid by the Fund are taxable as ordinary income whether received in
cash or reinvested in Administrative Shares. No dividend paid by the Fund
will qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains of
the Fund generally are taxable as long-term capital gains for Federal income
tax purposes if the beneficial holder of Fund shares is a citizen or resident
of the United States. The Code provides that the net capital gain of an
individual generally will not be subject to Federal income tax at a rate in
excess of 28%. Under the Code, interest on indebtedness incurred or continued
to purchase or carry Fund shares which is deemed to relate to exempt-interest
dividends is not deductible.
Page 16
Although all or a substantial portion of the dividends paid by the
Fund may be excluded by the beneficial holders of Administrative Shares from
their gross income for Federal income tax purposes, the Fund may purchase
specified private activity bonds, the interest from which may be (i) a
preference item for purposes of the alternative minimum tax, (ii) a component
of the "adjusted current earnings" preference item for purposes of the
corporate alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the extent to
which the Social Security benefits of a beneficial holder of Fund shares are
taxable. If the Fund purchases such securities, the portion of the Fund's
dividends related thereto will not necessarily be tax exempt to a beneficial
holder of Fund shares who is subject to the alternative minimum tax and/or
tax on Social Security benefits and may cause a beneficial holder of Fund
shares to be subject to such taxes.
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 the Fund with respect to Administrative 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 the Fund with respect to
Administrative 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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of 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 or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of each Fund believes that such Fund has qualified for its
respective fiscal year 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. Such qualification relieves a 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.
Page 17
GENERAL INFORMATION
Dreyfus Cash Management was incorporated under Maryland law on
December 6, 1984, and commenced operations on March 11, 1985. On May 22, 1987
it was reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus Government Cash Management was
incorporated under Maryland law on February 1, 1984, and commenced operations
on March 13, 1985. On May 22, 1987 it was reorganized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts. Dreyfus
Municipal Cash Management Plus was organized as an unincorporated business
trust under the laws of the Commonwealth of Massachusetts pursuant to an Agree
ment and Declaration of Trust dated September 12, 1990, and commenced
operations October 15, 1990. Dreyfus Tax Exempt Cash Management was
incorporated under Maryland law on January 27, 1984, and commenced operations
on March 12, 1985. On May 22, 1987 it was reorganized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts. 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 dated February 16, 1987, and commenced
operations on December 27, 1988. Each Fund is authorized to issue an
unlimited number of shares of beneficial interest, 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.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Fund. However, each
Fund's Agreement and Declaration of Trust (the "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 a 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, the shareholder paying such liability will be entitled to reimbursement
from the general assets of such Fund. Each Fund 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. As described under
"Management of the Funds" in the Statement of Additional Information, each
Fund ordinarily will not hold shareholder meetings; however, shareholders
under certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Board members.
The Transfer Agent maintains a record of each Funds' 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
toll free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board of
Trustees 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
Page 18
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 its 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 19
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 or 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.
LENDING PORTFOLIO SECURITIES (DREYFUS GOVERNMENT CASH MANAGEMENT ONLY) -- The
Fund may lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete certain
transactions. The 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 20% of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or 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 the Fund
at any time upon specified notice. The 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.
FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase Municipal Obligations
and other 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. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the commitments will
be established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS GOVERNMENT
CASH MANAGEMENT ONLY) -- 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 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 AND DREYFUS GOVERNMENT CASH
MANAGEMENT ONLY) -- 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. The Fund may enter
into repurchase agreements with certain banks or non-bank dealers.
Page 20
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT ONLY) -- The Fund may purchase
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, London branches of domestic
banks and other banking institutions. With respect to such securities issued
by London branches of domestic 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 Fund -- 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 ONLY) -- 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 issued by domestic and foreign entities. 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) issued by domestic and foreign corporations, including banks.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND
DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase floating
and variable rate demand notes and bonds, which are tax exempt obligations
ordinarily having stated maturities in excess of 13 months, but which permit
the holder to demand payment of principal at any time or at specified
intervals not exceeding 13 months, in each case upon not more than 30 days'
notice. Variable rate demand notes include master demand notes which are
obligations that permit the Fund to invest fluctuating amounts, 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. 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
AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase from
financial institutions participation interests in Municipal Obligations (such
as industrial development bonds and municipal lease/purchase agreements). A
participation interest gives the Fund an undivided interest in the Municipal
Obligation in the proportion that the Fund's participation interest bears to
the total principal amount of the Municipal Obligation. These instruments may
have fixed, floating or variable rates of interest, with remaining maturities
of 13 months or less. If the participation interest is unrated or has been
given a rating below that which otherwise is permissible for purchase by the
Fund, it will be backed by an irrevocable letter of credit or guarantee of a
bank that the Fund's Board has determined meets the prescribed quality
standards for banks set forth below, or the payment obligation otherwise will
be collateralized by U.S. Government securities. For certain participation
interests, the Fund will have the right to demand payment, on not more than
seven days' notice, for all or any part of the Fund's participation interest
in the Municipal Obligation, plus accrued interest. As to these instruments,
the
Page 21
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 AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- The Fund may acquire "stand-by commitments"
with respect to Municipal Obligations held in its portfolio. Under a stand-by
commitment, the Fund obligates a broker, dealer or bank to repurchase, at the
Fund's option, specified securities at a specified price and, in this
respect, stand-by commitments are comparable to put options. The exercise of
a stand-by commitment, therefore, is subject to the ability of the seller to
make payment on demand. The Fund will acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes. The Fund may pay for stand-by commitments if
such action is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such security's
yield to investors. Gains realized in connection with stand-by commitments
will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- 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 short-term investments ("Taxable Investments") consisting
of: notes of issuers having, at the time of purchase, a quality rating within
the two highest grades of Moody's, S&P or Fitch; obligations of the U.S.
Government, its agencies or instrumentalities; commercial paper rated not
lower than P-1 by Moody's, A-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. 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. 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, the Fund anticipates that not more than
5% of the value of its total assets will be invested in any one category
of Taxable Investments. Taxable Investments are more fully described in the
Statement of Additional Information to which reference hereby is made.
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 such 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 a Fund desire to sell them when a ready
buyer is not available at a price such 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 22
[This Page Intentionally Left Blank]
Page 23
COMBINED
PROSPECTUS
FOR
Dreyfus
Cash Management
Dreyfus Government
Cash Management
Dreyfus
Municipal Cash Management Plus
Dreyfus
Tax Exempt
Cash Management
Dreyfus
Treasury Prime
Cash Management
[ADMINISTRATIVE SHARES]
Copy Rights 1996 Dreyfus Service Corporation
288p112096
Registration Mark
Page 24
- ------------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
[INVESTOR SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS TREASURY PRIME CASH MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE
"FUNDS") 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 TO DREYFUS MUNICIPAL
CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS
EXEMPT FROM FEDERAL INCOME TAX) AS IS CONSISTENT WITH THE PRESERVATION OF
CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
THE FUNDS ARE 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 INVESTOR SHARES OF A FUND, 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.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF ANOTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR CONVENIENCE TO PROVIDE
YOU THE OPPORTUNITY TO CONSIDER FIVE 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 NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, FOR THE FUNDS' INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, 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 FUND. 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
1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
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 Investor Shares...................................... 11
Shareholder Services............................................ 13
How to Redeem Investor Shares................................... 14
Service Plan.................................................... 15
Dividends, Distributions and Taxes.............................. 15
General Information............................................. 17
Appendix........................................................ 19
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of each
Fund's Investor Shares, based upon each Fund's operating expenses for its
most recent year end.
<TABLE>
<CAPTION>
<S> <C>
INVESTOR
SHARES
Management Fees............................................................ .20%
12b-1 Fees................................................................. .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 borrowing 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 each Fund's
Service Plan at the annual rate of .25 of 1% of the average daily net assets
of such Fund's 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 Investor Shares," and "Service Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following tables for each fiscal year end of
each Fund (as indicated) has been audited by Ernst & Young LLP, each Fund's
independent auditors, whose reports thereon appear in the Statement of
Additional Information. Further financial data and related notes, and each
Fund's six-month financial report (as indicated), are included in the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Beneficial Interest of each Fund's Investor Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from each Fund's
financial statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
-----------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
----------------------------------- MONTHS ENDED
1994(1) 1995 1996 JULY 31, 1996
----- ----- ----- ----------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year................. $1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
INVESTMENT OPERATIONS;
Investment income-net......................... .002 .040 .056 .025
----- ----- ----- -----
DISTRIBUTIONS;
Dividends from investment income-net........... (.002) (.040) (.056) (.025)
----- ----- ----- -----
Net asset value, end of year............................ ... $1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
TOTAL INVESTMENT RETURN............................. 2.82%(2) 4.03% 5.76% 5.03%(2)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............... .45%(2) .45% .45% .45%(2)
Ratio of net investment income to average net assets 2.83%(2) 3.94% 5.54% 4.98%(2)
Net Assets, end of year (000's omitted).......... $52,272 $85,334 $430,302 $456,741
(1)From January 10, 1994 (commencement of initial offering of Investor Shares) to January 31, 1994.
(2)Annualized.
</TABLE>
<TABLE>
<CAPTION>
Page 4
DREYFUS GOVERNMENT CASH MANAGEMENT
-----------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
----------------------------------- MONTHS ENDED
1994(1) 1995 1996 JULY 31, 1996
----- ----- ----- ----------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year...........................$1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
INVESTMENT OPERATIONS;
Investment income-net........................................ .002 .039 .056 .025
----- ----- ----- -----
DISTRIBUTIONS;
Dividends from investment income-net..................... (.002) (.039) (.056) (.025)
----- ----- ----- -----
Net asset value, end of year.................................$1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
TOTAL INVESTMENT RETURN........................................ 2.82%(2) 3.95% 5.75% 5.03%(2)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.................... .45%(2) .45% .45% .45%(2)
Ratio of net investment income to average net assets..........2.83%(2) 4.22% 5.49% 5.01%(2)
Net Assets, end of year (000's omitted)................... $15,097 $39,704 $451,665 $527,852
(1) From January 10, 1994 (commencement of initial offering of Investor Shares) to January 31, 1994.
(2) Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
-----------------------------------------------------
FISCAL YEAR ENDED DECEMBER 31, SIX MONTH
------------------------------------ PERIOD ENDED
1993(1) 1994 1995 JUNE 30, 1996
----- ----- ----- ----------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year...........................$1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
Investment Operations:
Investment income-net................................... .005 .025 .035 .016
----- ----- ----- -----
Distributions;
Dividends from investment income-net..........................(.005) (.025) (.035) (.016)
----- ----- ----- -----
Net asset value, end of year.................................$1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
TOTAL INVESTMENT RETURN.........................................2.12%(2) 2.51% 3.60% 3.15%(2)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.........................45%(2) .45% .45% .45%(2)
Ratio of net investment income to
average net assets............................................2.14%(2) 2.43% 3.51% 3.15%(2)
Net Assets, end of year (000's omitted)......................$1 $1,410 $22,817 $76,504
(1) From September 30, 1993 (commencement of initial offering of Investor Shares) to December 31, 1993.
(2) Annualized.
</TABLE>
<TABLE>
<CAPTION>
Page 5
DREYFUS TAX EXEMPT CASH MANAGEMENT
-----------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
---------------------------------- MONTHS ENDED
1994(1) 1995 1996 JULY 31, 1996
----- ----- ----- ----------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year...........................$1.00 $1.00 $1.00 $1.00
----- ----- ----- -----
INVESTMENT OPERATIONS;
Investment income-net......................................... .001 .025 .034 .015
----- ----- ----- -----
DISTRIBUTIONS;
Dividends from investment income-net...................... (.001) (.025) (.034) (.015)
----- ----- ----- -----
Net asset value, end of year.................................$1.00 $1.00 $1.00 $1.00
===== ===== ===== =====
TOTAL INVESTMENT RETURN.........................................1.83%(2) 2.57% 3.46% 2.97%(2)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets...................... .45%(2) .45% .45% .45%(2)
Ratio of net investment income to average net assets....... 1.87%(2) 2.74% 3.39% 2.91%(2)
Net Assets, end of year (000's omitted)................ $1 $47,427 $79,813 $108,185
(1)From January 10, 1994 (commencement of initial offering of Investor Shares) to January 31, 1994.
(2)Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT
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FISCAL YEAR ENDED FEBRUARY 28/29, SIX
------------------------------------------------ MONTHS ENDED
1994(1) 1995 1996 AUGUST 31, 1996
----- ----- ----- ----------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year...........................$1.00 $1.00 $1.00
PER SHARE DATA:
Net asset value, beginning of year...........................$1.00 $1.00 $1.00
----- ----- ----- -----
Investment Operations;
Investment income-net............................... .004 .041 .053
----- ----- ----- -----
Distributions;
Dividends from investment income-net..................... (.004) (.041) (.053)
----- ----- ----- -----
Net asset value, end of year............................. $1.00 $1.00 $1.00
===== ===== ===== =====
TOTAL INVESTMENT RETURN..................................... 2.77%(2) 4.13% 5.39%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..................... .45%(2) .45% .45%
Ratio of net investment income to average net assets......... 2.78%(2) 4.26% 5.21%
Decrease reflected in above expense
ratios due to an undertaking by The Dreyfus Corporation...... -- -- --
Net Assets, end of year (000's omitted)....................$53,916 $122,524 $255,618
(1)From January 10, 1994 (commencement of initial offering of Investor Shares) to February 28, 1994.
(2)Annualized.
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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 the 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" and "Service Plan."
Yield information is useful in reviewing the performance of each
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.
As to Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management, tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate, would be equivalent
to a stated yield or effective yield calculated as described above.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate 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 INVESTOR SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL OR
ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE INVESTOR SHARES OF A
FUND. 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 Investor Shares, to the
extent required by law.
INVESTMENT OBJECTIVE
The investment objective of Dreyfus Cash Management, Dreyfus
Government Cash Management, and Dreyfus Treasury Prime Cash Management 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. The
investment objective of Dreyfus Municipal Cash Management Plus and Dreyfus
Tax Exempt Cash Management is to provide investors with as high a level of
current income exempt from Federal income taxes as is consistent with the
preservation of capital and the maintenance of liquidity. To accomplish its
investment objective, Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management invest primarily in Municipal Obligations (as
described below). 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. 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.
Page 7
MANAGEMENT POLICIES
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 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 is permitted to lend portfolio securities. See "Appendix--Investment
Techniques_Lending Portfolio Securities."
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
- -- It is a fundamental policy of each Fund that such Fund will invest at
least 80% of the value of its net assets (except when maintaining a temporary
defensive position) in Municipal Obligations. Each Fund also may invest in
Taxable Investments of the quality described under "Appendix--Certain
Portfolio Securities--Taxable Investments."
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. Dreyfus Municipal Cash
Management Plus may invest without limitation in Municipal Obligations the
interest from which gives rise to a preference item for the purpose of the
alternative minimum tax. Dreyfus Tax Exempt Cash Management 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 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. The Fund does not invest in
repurchase agreements, securities issued by agencies or instrumentalities of
the Federal government or any other type of money market instrument or
security.
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 will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities. As to Dreyfus Cash Management, Dreyfus
Municipal Cash Management Plus, and Dreyfus Tax Exempt Cash Management, each
Fund will invest in securities determined in accordance with procedures
established by each Fund's Board to present minimal credit risks and which
are rated in one of the two highest rating categories for debt obligations by
at least two nationally recognized statistical rating organizations (or one
rating organization if the instrument was rated 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 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 Board.
Page 8
The nationally recognized statistical rating organizations currently rating
instruments of the type the Funds may purchase are Moody's Investors Service,
Inc., Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc., Duff & Phelps Credit Rating Co., Fitch Investors Service,
L.P., IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating
criteria are described in the "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.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY)
Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income tax.
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds 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.
Municipal Obligations bear fixed, floating or variable rates of interest.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the 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 ONLY) -- 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
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. 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.
Page 9
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT ONLY)-- Since the Fund's
portfolio may contain securities issued by London branches of domestic banks,
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, the possible
imposition of United Kingdom withholding taxes on interest income payable on
the securities, the possible establishment of exchange controls or the
adoption of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on these securities and the
possible seizure or nationalization of foreign deposits.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- Each Fund may invest more
than 25% of the value of its total assets in Municipal Obligations which are
related in such a way that an economic, business or political development or
change affecting one such security also would affect the other securities;
for example, securities the interest upon which is paid from revenues of
similar types of projects, or securities whose issuers are located in the
same state. As a result, the Fund may be subject to greater risk as compared
to a fund that does not follow this practice.
Certain municipal lease/purchase obligations in which the Fund may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
the Fund. Proposals that may restrict or eliminate the income tax exemption
for interest on Municipal Obligations may be introduced in the future. If any
such proposal were enacted that would reduce the availability of Municipal
Obligations for investment by the Fund so as to adversely affect Fund
shareholders, the Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of
Municipal Obligation as taxable, the Fund would treat such security as a
permissible Taxable Investment within the applicable limits set forth herein.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of another Fund or other investment companies
advised by The Dreyfus Corporation. If, however, such other Fund or
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 Fund or investment company. In some cases, this procedure
may adversely affect the size of the position obtained for or disposed of by
a Fund or the price paid or received by a Fund.
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 August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
Page 10
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
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
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Investor Shares, unless The Dreyfus Corporation
gives such Fund's 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 each 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 average daily net assets of such Fund's 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, The Dreyfus 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 One Exchange Place, 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. Wells Fargo Bank,
N.A., _____________ , San Francisco, California _____, is each Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY INVESTOR SHARES
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
Page 11
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, Dreyfus Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus New York
Municipal Cash Management, and Dreyfus Treasury Cash Management 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") and
other institutions 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
compatible computer facilities. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. To place
an order by telephone or to determine whether their computer facilities are
comparable with a 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,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT ONLY -- Each Fund's net asset value per share
is determined as of 5:00 p.m., New York time/2:00 p.m., California time, on
each day the New York Stock Exchange or the Transfer Agent is open for
business. 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.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus
Page 12
Institutional Services Division in California will become effective at the
price determined at 1:00 p.m., California time, and the shares purchased will
receive the dividend declared on that day if such order is placed by
12:00 Noon, California time, and Federal Funds are received by the
Sub-custodian by 4:00 p.m., California time, on that day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- The Fund's net asset value per share is determined as of 12:00 Noon,
New York time, on each day the New York Stock Exchange is open for business.
Net asset value per share of each class 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.
Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.
Telephone orders placed to Dreyfus Institutional Services Division
will become effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend declared on that day, if
the telephone order is placed by 12:00 Noon, New York time, and Federal Funds
are received by 4:00 p.m., New York time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the 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").
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Investor Shares
of a Fund, Investor Shares of another Fund or of Dreyfus Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus New York
Municipal Cash Management, and Dreyfus Treasury Cash Management, each of
which have different investment objectives that may be of interest to
investors. Upon an exchange into a new account the following shareholder
services and privileges, as applicable and where available, will be
automatically carried over to the fund into which the exchange is made:
Telephone Exchange Privilege, Redemption by Wire or Telephone, Redemption
Through Compatible Computer 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 Investor Shares_Procedures."
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained 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 the Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. 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 a
prospectus for the relevant share class which the investor wishes to
purchase.
Page 13
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, Investor Shares, of any
other Fund or of Dreyfus Cash Management Plus, Inc., Dreyfus Institutional
Short Term Treasury Fund, Dreyfus New York Municipal Cash Management, Dreyfus
Treasury Cash Management, 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 the 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 and the funds eligible to participate
in 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 INVESTOR 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.
The Funds do not impose charges when Investor Shares are redeemed.
Service Agents or other institutions may charge their clients a nominal fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the Fund's then-current net asset value.
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT ONLY -- If a request for redemption is
received in proper form in New York by 5:00 p.m., New York time, or in Los
Angeles by 12:00 Noon, California time, the proceeds of the redemption, if
transfer by wire is requested, ordinarily will be transmitted in Federal Funds
on the same day and the shares will not receive the dividend declared on
that day. If the request is received later that day in New York or Los
Angeles, 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.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- If a request for redemption is received in proper form by Dreyfus
Institutional Services Division by 12:00 Noon, New York time, the proceeds of
the redemption, if transfer by wire is requested, ordinarily will be
transmitted in Federal Funds on the same day and the shares will not receive
the dividend declared on that day. If the request is received later that day
by Dreyfus Institutional Services Division, 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.
The Fund ordinarily will make payment for all Investor Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
PROCEDURES
Investors may redeem Investor Shares by wire or telephone, or through
compatible computer facilities 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
instruc-
Page 14
tions 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 COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. 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
computer facilities are compatible and to receive instructions for redeeming
Investor Shares in this manner.
SERVICE PLAN
Investor Shares are subject to a Service Plan adopted pursuant to
Rule 12b-1 under the 1940 Act. Under the 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 ("Servicing"), at an aggregate annual
rate of .25 of 1% of the value of the average daily net assets of 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. The fee
payable for Servicing is intended to be a "service fee" as defined in Article
III, Section 26 of the NASD Rules of Fair Practice. The fees payable under
the Service Plan are payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Investor Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the 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 accounthold-
Page 15
er 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 Internal Revenue Code of 1986, as amended
(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 Investor Shares will be borne exclusively
by such Shares.
Dividends 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, paid by the Fund are taxable as ordinary income,
whether received in cash or reinvested in Investor Shares, if the beneficial
holder of shares is a citizen or resident of the United States. No portion of
the dividends or distributions declared by the Fund qualifies for the
dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains, if any, generally
are taxable as long-term capital gains for Federal income tax purposes if the
beneficial holder of shares is a citizen or resident of the United States,
regardless of how long shareholders have held their shares and whether such
distributions are received in cash or reinvested in additional shares. The
Code provides that the net capital gain of an individual generally will not
be subject to Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to certain state and local taxes.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- Except for dividends from Taxable Investments, each Fund anticipates
that substantially all dividends paid will not be subject to Federal income
tax. Dividends derived from Taxable Investments, together with distributions
from any net realized short-term securities gains and all or a portion of any
gain realized from the sale or other disposition of certain market discount
bonds, paid by the Fund are taxable as ordinary income whether received in
cash or reinvested in Investor Shares. No dividend paid by the Fund will
qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains of
the Fund generally are taxable as long-term capital gains for Federal income
tax purposes if the beneficial holder of Fund shares is a citizen or resident
of the United States. The Code provides that the net capital gain of an
individual generally will not be subject to Federal income tax at a rate in
excess of 28%. Under the Code, interest on indebtedness incurred or continued
to purchase or carry Fund shares which is deemed to relate to exempt-interest
dividends is not deductible.
Although all or a substantial portion of the dividends paid by the
Fund may be excluded by the beneficial holders of Investor Shares from their
gross income for Federal income tax purposes, the Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, (ii) a component of the
"adjusted current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the corporate
environmental tax or (iii) a factor in determining the extent to which the
Social Security benefits of a beneficial holder of Fund shares are taxable.
If the Fund purchases such securities, the portion of the Fund's dividends
related thereto will not necessarily be tax exempt to a beneficial holder of
Fund shares who is subject to the alternative minimum tax and/or tax on
Social Security benefits and may cause a beneficial holder of Fund shares to
be subject to such taxes.
Page 16
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 the Fund with respect to Investor 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 the Fund with respect to
Investor 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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of 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 or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of each Fund believes that such Fund has qualified for its
respective fiscal year 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. Such qualification relieves a 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 Cash Management was incorporated under Maryland law on
December 6, 1984, and commenced operations on March 11, 1985. On May 22, 1987
it was reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus Government Cash Management was
incorporated under Maryland law on February 1, 1984, and commenced operations
on March 13, 1985. On May 22, 1987 it was reorganized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts. Dreyfus
Municipal Cash Management Plus was organized as an unincorporated business
trust under the laws of the Commonwealth of Massachusetts pursuant to an
Agreement and Declaration of Trust dated September 12, 1990, and commenced
operations October 15, 1990. Dreyfus Tax Exempt Cash Management was
incorporated under Maryland law on January 27, 1984, and commenced operations
on March 12, 1985. On May 22, 1987 it was reorganized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts. Dreyfus
Treasury Prime Cash Management was organized as an unin-
Page 17
corporated business trust under the laws of the Commonwealth of Massachusetts
pursuant to an Agreement and Declaration of Trust dated February 16, 1987,
and commenced operations on December 27, 1988. Each Fund is authorized to
issue an unlimited number of shares of beneficial interest, 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.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Fund. However, each
Fund's Agreement and Declaration of Trust (the "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 a 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, the shareholder paying such liability will be entitled to reimbursement
from the general assets of such Fund. Each Fund 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. As described under
"Management of the Funds" in the Statement of Additional Information, each
Fund ordinarily will not hold shareholder meetings; however, shareholders
under certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Board members.
The Transfer Agent maintains a record of each Funds' 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
toll free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board of
Trustees 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 its 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 18
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 or 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.
LENDING PORTFOLIO SECURITIES (DREYFUS GOVERNMENT CASH MANAGEMENT ONLY) -- The
Fund may lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete certain
transactions. The 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 20% of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or 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 the Fund
at any time upon specified notice. The 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.
FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase Municipal Obligations
and other 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. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the commitments will
be established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS GOVERNMENT
CASH MANAGEMENT ONLY) -- 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 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 AND DREYFUS GOVERNMENT CASH
MANAGEMENT ONLY) -- 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. The Fund may enter
into repurchase agreements with certain banks or non-bank dealers.
Page 19
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT ONLY) -- The Fund may purchase
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, London branches of domestic
banks and other banking institutions. With respect to such securities issued
by London branches of domestic 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 Fund -- 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 ONLY) -- 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 issued by domestic and foreign entities. 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) issued by domestic and foreign corporations, including banks.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND
DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase floating
and variable rate demand notes and bonds, which are tax exempt obligations
ordinarily having stated maturities in excess of 13 months, but which permit
the holder to demand payment of principal at any time or at specified
intervals not exceeding 13 months, in each case upon not more than 30 days'
notice. Variable rate demand notes include master demand notes which are
obligations that permit the Fund to invest fluctuating amounts, 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. 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
AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase from
financial institutions participation interests in Municipal Obligations (such
as industrial development bonds and municipal lease/purchase agreements). A
participation interest gives the Fund an undivided interest in the Municipal
Obligation in the proportion that the Fund's participation interest bears to
the total principal amount of the Municipal Obligation. These instruments may
have fixed, floating or variable rates of interest, with remaining maturities
of 13 months or less. If the participation interest is unrated or has been
given a rating below that which otherwise is permissible for purchase by the
Fund, it will be backed by an irrevocable letter of credit or guarantee of a
bank that the Fund's Board has determined meets the prescribed quality
standards for banks set forth below, or the payment obligation otherwise will
be collateralized by U.S. Government securities. For certain participation
interests, the Fund will have the right to demand payment, on not more than
seven days' notice, for all or any part of the Fund's participation interest
in the Municipal Obligation, plus accrued interest. As to these instruments,
the
Page 20
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 AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- The Fund may acquire "stand-by commitments"
with respect to Municipal Obligations held in its portfolio. Under a stand-by
commitment, the Fund obligates a broker, dealer or bank to repurchase, at the
Fund's option, specified securities at a specified price and, in this
respect, stand-by commitments are comparable to put options. The exercise of
a stand-by commitment, therefore, is subject to the ability of the seller to
make payment on demand. The Fund will acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes. The Fund may pay for stand-by commitments if
such action is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such security's
yield to investors. Gains realized in connection with stand-by commitments
will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- 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 short-term investments ("Taxable Investments") consisting
of: notes of issuers having, at the time of purchase, a quality rating within
the two highest grades of Moody's, S&P or Fitch; obligations of the U.S.
Government, its agencies or instrumentalities; commercial paper rated not
lower than P-1 by Moody's, A-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. 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. 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, the Fund anticipates that not
more than 5% of the value of its total assets will be invested in any one
category of Taxable Investments. Taxable Investments are more fully described
in the Statement of Additional Information to which reference hereby is made.
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 such 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 a Fund desire to sell them when a ready
buyer is not available at a price such 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
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Page 23
COMBINED
PROSPECTUS
FOR
Dreyfus
Cash Management
Dreyfus Government
Cash Management
Dreyfus
Municipal Cash Management Plus
Dreyfus
Tax Exempt
Cash Management
Dreyfus
Treasury Prime
Cash Management
[INVESTOR SHARES]
Copy Rights 1996 Dreyfus Service Corporation
288p112096
Registration Mark
Page 24
- ------------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
[PARTICIPANT SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS TREASURY PRIME CASH MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE
"FUNDS") 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 TO DREYFUS MUNICIPAL
CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS
EXEMPT FROM FEDERAL INCOME TAX) AS IS CONSISTENT WITH THE PRESERVATION OF
CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
THE FUNDS ARE 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 PARTICIPANT SHARES OF A FUND, 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.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF ANOTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR CONVENIENCE TO PROVIDE
YOU THE OPPORTUNITY TO CONSIDER FIVE 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 NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, FOR THE FUNDS' INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, 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 FUND. 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
1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
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 Participant Shares................................... 11
Shareholder Services............................................ 13
How to Redeem Participant Shares................................ 14
Service Plan.................................................... 15
Dividends, Distributions and Taxes.............................. 15
General Information............................................. 17
Appendix........................................................ 19
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of each
Fund's Participant Shares, based upon each Fund's operating expenses for its
most recent year end.
<TABLE>
<CAPTION>
<S> <C>
PARTICIPANT
SHARES
Management Fees............................................................ .20%
12b-1 Fees................................................................. .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....................................... $ 5
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 each Fund expenses (exclusive of taxes, brokerage,
interest on borrowing 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 each
Fund's Service Plan at the annual rate of .40 of 1% of the average daily net
assets of such Fund's Participant Shares. 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 Participant
Shares," and "Service Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
Currently, each Fund offers three classes of shares to investors in
addition to Participant Shares. Prior to September, 1993, each Fund only
offered one class of shares, which class is now known as Institutional
Shares. The information set forth below pertains to each Fund's Institutional
Shares, which are not offered through this Prospectus. No financial data is
shown for Participant Shares because that class of shares had not commenced
operations as of the date of this Prospectus.
The information in the following tables for each fiscal year end of
each Fund (as indicated) has been audited by Ernst & Young LLP, each Fund's
independent auditors, whose reports thereon appear in the Statement of
Additional Information. Further financial data and related notes, and each
Fund's six-month financial report (as indicated), are included in the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Beneficial Interest of each Fund's Institutional Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from each Fund's
financial statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT--INSTITUTIONAL SHARES
----------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
-------------------------------------------------------------------------------------------------- MONTHS ENDED
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
year $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 .065 .066 .076 .091 .080 .058 .036 .031 .042 .059 .026
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS;
Dividends from
investment
income-net (.065) (.066) (.076) (.091) (.080) (.058) (.036) (.031) (.042) (.059) (.026)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of year $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. 6.75% 6.77% 7.84% 9.44% 8.31% 5.96% 3.68% 3.15% 4.28% 6.03% 5.29%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net
assets.... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment income
to average
net assets.... 6.44% 6.60% 7.42% 9.03% 7.99% 5.78% 3.60% 3.11% 4.08% 5.86% 5.23%(1)
Decrease
reflected in
above expense
ratios due to
undertaking
by The Dreyfus
Corporation .03% .03% .03% .02% .02% .03% .04% .03% .-- .-- .--
Net Assets, end of
year (000's
omitted) $1,849,044 $3,320,959 $2,245,703 $3,373,940 $5,041,688 $6,508,999 $5,475,181 $2,894,853 $1,817,166 $2,442,647 $2,215,074
(1)Annualized.
</TABLE>
<TABLE>
<CAPTION>
Page 4
DREYFUS GOVERNMENT CASH MANAGEMENT -- INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
----------------------------------------------------------------------------------------------------- MONTHS ENDED
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
year $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 .065 .064 .074 .089 .079 .058 .037 .031 .041 .059 .026
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS;
Dividends from
investment
income-net (.065) (.064) (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059) (.026)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of year $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 6.69% 6.63% 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21% 6.01% 5.29%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment income
to average net
assets.. 6.39% 6.48% 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% 5.23%(1)
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation .05% .04% .04% .05% .04% .04% .05% .03%. .-- .-- .--
Net Assets,
end of year
(000's
omitted) $952,688 $1,325,992 $1,231,361 $1,590,159 $2,171,778 $4,750,205 $10,229,838 $4,515,946 $2,796,646 $4,777,903 $4,407,051
(1)Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS* -- INSTITUTIONAL SHARES
-----------------------------------------------------------------------
FISCAL YEAR ENDED DECEMBER 31, SIX
---------------------------------------------------------- MONTHS ENDED
1990(1) 1991 1992 1993 1994 1995 June 30, 1996
------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year $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 .017
------ ------ ------ ------ ------ ------ ------
Distributions;
Dividends from investment income-net (.013) (.047) (.031) (.024) (.027) (.038) (.017)
------ ------ ------ ------ ------ ------ ------
Net asset value, end of year $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% 3.39%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets .20%(2) .20% .20% .20% .20% .20% .20%(2)
Ratio of net investment income to
average net assets 6.55%(2) 4.54% 3.04% 2.40% 2.62% 3.78% 3.37%(2)
Decrease reflected in above expense ratios due
to undertaking by The Dreyfus Corporation
(limited to the expense limitation
provision of the Management Agreement) 2.30%(2) .33% .10% .07% ._ ._ ._
Net Assets, end of year (000's omitted) $22,911 $151,085 $259,416 $364,584 $192,710 $194,088 $170,483
(1) From October 15, 1990 (commencement of operations) to December 31, 1990.
(2) Annualized.
* Effective September 11, 1996, the Fund changed its fiscal year end to January 31.
</TABLE>
<TABLE>
<CAPTION>
Page 5
DREYFUS TAX EXEMPT CASH MANAGEMENT -- INSTITUTIONAL SHARES
-------------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED JANUARY 31, SIX
----------------------------------------------------------------------------------------------------- MONTHS ENDED
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 July 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
year $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 .045 .044 .052 .062 .057 .042 .028 .023 .028 .037 .016
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS;
Dividends from investment
income-net (.045) (.044) (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037) (.016)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of year $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. 4.58% 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72% 3.21%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net
assets.. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net
investment income
to average net
assets.. 4.38% 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64% 3.19%(1)
Decrease reflected in above
expense ratios due to
undertaking by
The Dreyfus
Corporation .04% .03% .03% .04% .03% .05% .04% .04% .-- .-- .--
Net Assets, end
of year (000's
omitted) $839,388 $1,029,739 $1,006,193 $1,147,753 $1,905,522 $1,668,671 $1,838,786 $1,739,787 $1,299,301 $1,366,497 $1,229,499
(1)Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT* -- INSTITUTIONAL SHARES
--------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED FEBRUARY 28/29, SIX
------------------------------------------------------------------------------------- MONTHS ENDED
1989(1) 1990 1991 1992 1993 1994 1995 1996 August 31, 1996
------ ------ ------ ------ ------ ------ ------ ------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year $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
------ ------ ------ ------ ------ ------ ------ ------ -----
Distributions;
Dividends from
investment income--net (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055)
------ ------ ------ ------ ------ ------ ------ ------ -----
Net asset value,
end of year $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%
ratios/supplemental data:
Ratio of expenses to
average net assets .20%(2) .20% .20% .20% .20% .20% .20% .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%
Decrease reflected in
above expense ratios
due to an undertaking
by The Dreyfus
Corporation .30%(2) .10% .05% .05% .04% .02% .-- .--
Net Assets, end of
year (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
(1) From December 27, 1988 (commencement of operations) to February 28, 1989.
(2) Annualized.
*Effective September 11, 1996, the Fund changed its fiscal year end to January 31.
</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 investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in the 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" and "Service Plan."
Yield information is useful in reviewing the performance of each
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.
As to Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management, tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate, wold be equivalent
to a stated yield or effective yield calculated as described above.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate 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 PARTICIPANT SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL OR
ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE PARTICIPANT SHARES OF A
FUND. 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 Participant Shares, to the
extent required by law.
INVESTMENT OBJECTIVE
The investment objective of Dreyfus Cash Management, Dreyfus
Government Cash Management, and Dreyfus Treasury Prime Cash Management 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. The
investment objective of Dreyfus Municipal Cash Management Plus and Dreyfus
Tax Exempt Cash Management is to provide investors with as high a level of
current income exempt from Federal income taxes as is consistent with the
preservation of capital and the maintenance of liquidity. To accomplish its
investment objective, Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management invest primarily in Municipal Obligations (as
described below). 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. 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.
Page 7
MANAGEMENT POLICIES
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 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 is permitted to lend portfolio securities. See "Appendix--Investment
Techniques_Lending Portfolio Securities."
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
- -- It is a fundamental policy of each Fund that such Fund will invest at
least 80% of the value of its net assets (except when maintaining a temporary
defensive position) in Municipal Obligations. Each Fund also may invest in
Taxable Investments of the quality described under "Appendix--Certain
Portfolio Securities--Taxable Investments."
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. Dreyfus Municipal Cash
Management Plus may invest without limitation in Municipal Obligations the
interest from which gives rise to a preference item for the purpose of the
alternative minimum tax. Dreyfus Tax Exempt Cash Management 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 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. The Fund does not invest in
repurchase agreements, securities issued by agencies or instrumentalities of
the Federal government or any other type of money market instrument or
security.
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 will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities. As to Dreyfus Cash Management, Dreyfus
Municipal Cash Management Plus, and Dreyfus Tax Exempt Cash Management, each
Fund will invest in securities determined in accordance with procedures
established by each Fund's Board to present minimal credit risks and which
are rated in one of the two highest rating categories for debt obligations by
at least two nationally recognized statistical rating organizations (or one
rating organization if the instrument was rated by only one such
organization) or, if unrated, are of comparable quality as determined in
accordance with procedures established by the Board.
Page 8
Moreover, Dreyfus Cash Management 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 Board.
The nationally recognized statistical rating organizations currently rating
instruments of the type the Funds may purchase are Moody's Investors Service,
Inc., Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc., Duff & Phelps Credit Rating Co., Fitch Investors Service,
L.P., IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating
criteria are described in the "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.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY)
Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income tax.
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds 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.
Municipal Obligations bear fixed, floating or variable rates of interest.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the 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 ONLY) -- 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
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. 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.
Page 9
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT ONLY)-- Since the Fund's
portfolio may contain securities issued by London branches of domestic banks,
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, the possible
imposition of United Kingdom withholding taxes on interest income payable on
the securities, the possible establishment of exchange controls or the
adoption of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on these securities and the
possible seizure or nationalization of foreign deposits.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- Each Fund may invest more
than 25% of the value of its total assets in Municipal Obligations which are
related in such a way that an economic, business or political development or
change affecting one such security also would affect the other securities;
for example, securities the interest upon which is paid from revenues of
similar types of projects, or securities whose issuers are located in the
same state. As a result, the Fund may be subject to greater risk as compared
to a fund that does not follow this practice.
Certain municipal lease/purchase obligations in which the Fund may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
the Fund. Proposals that may restrict or eliminate the income tax exemption
for interest on Municipal Obligations may be introduced in the future. If any
such proposal were enacted that would reduce the availability of Municipal
Obligations for investment by the Fund so as to adversely affect Fund
shareholders, the Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of
Municipal Obligation as taxable, the Fund would treat such security as a
permissible Taxable Investment within the applicable limits set forth herein.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of another Fund or other investment companies
advised by The Dreyfus Corporation. If, however, such other Fund or
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 Fund or investment company. In some cases, this procedure
may adversely affect the size of the position obtained for or disposed of by
a Fund or the price paid or received by a Fund.
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 August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
Page 10
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
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
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Participant Shares, unless The Dreyfus Corporation
gives such Fund's 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 each 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 average daily net assets of such Fund's 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, The Dreyfus 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 One Exchange Place, 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. Wells Fargo Bank,
N.A., _____________ , San Francisco, California _____, is each Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY PARTICIPANT SHARES
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
Page 11
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, Dreyfus Cash Management
Plus, Inc., Dreyfus Institutional Short Term Treasury Fund, Dreyfus New York
Municipal Cash Management, and Dreyfus Treasury Cash Management 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") and
other institutions 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
compatible computer facilities. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. To place
an order by telephone or to determine whether their computer facilities are
comparable with a 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,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT ONLY -- Each Fund's net asset value per share
is determined as of 5:00 p.m., New York time/2:00 p.m., California time, on
each day the New York Stock Exchange or the Transfer Agent is open for
business. 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.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus
Page 12
Institutional Services Division in California will become effective at the
price determined at 1:00 p.m., California time, and the shares purchased will
receive the dividend declared on that day if such order is placed by
12:00 Noon, California time, and Federal Funds are received by the
Sub-custodian by 4:00 p.m., California time, on that day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- The Fund's net asset value per share is determined as of 12:00 Noon,
New York time, on each day the New York Stock Exchange is open for business.
Net asset value per share of each class 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.
Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.
Telephone orders placed to Dreyfus Institutional Services Division
will become effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend declared on that day, if
the telephone order is placed by 12:00 Noon, New York time, and Federal Funds
are received by 4:00 p.m., New York time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the 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").
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Participant
Shares of a Fund, Participant Shares of another Fund or of Dreyfus Cash
Management Plus, Inc., Dreyfus New York Municipal Cash Management, and
Dreyfus Treasury Cash Management, which have different investment objectives
that may be of interest to investors. Upon an exchange into a new account the
following shareholder services and privileges, as applicable and where
available, will be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Redemption by Wire or
Telephone, Redemption Through Compatible Computer 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 Participant Shares_Procedures."
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained 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 the Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. 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 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 a
prospectus for the relevant share class which the investor wishes to
purchase.
Page 13
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, Participant Shares of
any other Fund or of Dreyfus Cash Management Plus, Inc., Dreyfus New York
Municipal Cash Management, and Dreyfus Treasury Cash Management, 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 the 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 and the funds eligible to participate in 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 PARTICIPANT 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.
The Funds do not impose charges when Participant Shares are redeemed.
Service Agents or other institutions may charge their clients a nominal fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the Fund's then-current net asset value.
DREYFUS CASH MANAGEMENT, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS
TREASURY PRIME CASH MANAGEMENT ONLY -- If a request for redemption is
received in proper form in New York by 5:00 p.m., New York time, or in Los
Angeles by 12:00 Noon, California time, the proceeds of the redemption, if
transfer by wire is requested, ordinarily will be transmitted in Federal Funds
on the same day and the shares will not receive the dividend declared on
that day. If the request is received later that day in New York or Los
Angeles, 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.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- If a request for redemption is received in proper form by Dreyfus
Institutional Services Division by 12:00 Noon, New York time, the proceeds of
the redemption, if transfer by wire is requested, ordinarily will be
transmitted in Federal Funds on the same day and the shares will not receive
the dividend declared on that day. If the request is received later that day
by Dreyfus Institutional Services Division, 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.
The Fund ordinarily will make payment for all Participant Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
PROCEDURES
Investors may redeem Participant Shares by wire or telephone, or
through compatible computer facilities 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
instruc-
Page 14
tions 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 COMPUTER FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through compatible
computer facilities. 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
computer facilities are compatible and to receive instructions for redeeming
Participant Shares in this manner.
SERVICE PLAN
Participant Shares of each Fund are subject to a separate Service
Plan adopted pursuant to Rule 12b-1 under the 1940 Act. 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 Participant
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 ("Servicing"), at an
aggregate annual rate of .40 of 1% of the value of the average daily net
assets of 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. The fee payable for Servicing is intended to be a "service
fee" as defined in Article III, Section 26 of the NASD Rules of Fair
Practice. The fees payable under the Service Plan are payable without regard
to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Participant Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the 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
Page 15
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 Internal Revenue Code of
1986, as amended (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 Participant Shares will be borne
exclusively by such Shares.
Dividends 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, paid by the Fund are taxable as ordinary income,
whether received in cash or reinvested in Participant Shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
portion of the dividends or distributions declared by the Fund qualifies for
the dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains, if any, generally
are taxable as long-term capital gains for Federal income tax purposes if the
beneficial holder of shares is a citizen or resident of the United States,
regardless of how long shareholders have held their shares and whether such
distributions are received in cash or reinvested in additional shares. The
Code provides that the net capital gain of an individual generally will not
be subject to Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to certain state and local taxes.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT
ONLY -- Except for dividends from Taxable Investments, each Fund anticipates
that substantially all dividends paid will not be subject to Federal income
tax. Dividends derived from Taxable Investments, together with distributions
from any net realized short-term securities gains and all or a portion of any
gain realized from the sale or other disposition of certain market discount
bonds, paid by the Fund are taxable as ordinary income whether received in
cash or reinvested in Participant Shares. No dividend paid by the Fund will
qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains of
the Fund generally are taxable as long-term capital gains for Federal income
tax purposes if the beneficial holder of Fund shares is a citizen or resident
of the United States. The Code provides that the net capital gain of an
individual generally will not be subject to Federal income tax at a rate in
excess of 28%. Under the Code, interest on indebtedness incurred or continued
to purchase or carry Fund shares which is deemed to relate to exempt-interest
dividends is not deductible.
Although all or a substantial portion of the dividends paid by the
Fund may be excluded by the beneficial holders of Participant Shares from
their gross income for Federal income tax purposes, the Fund may purchase
specified private activity bonds, the interest from which may be (i) a
preference item for purposes of the alternative minimum tax, (ii) a component
of the "adjusted current earnings" preference item for purposes of the
corporate alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the extent to
which the Social Security benefits of a beneficial holder of Fund shares are
taxable. If the Fund purchases such securities, the portion of the Fund's
dividends related thereto will not necessarily be tax exempt to a beneficial
holder of Fund shares who is subject to the
Page 16
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.
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 the Fund with respect to Participant 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 the Fund with respect to
Participant 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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of 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 or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of each Fund believes that such Fund has qualified for its
respective fiscal year 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. Such qualification relieves a 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 Cash Management was incorporated under Maryland law on
December 6, 1984, and commenced operations on March 11, 1985. On May 22, 1987
it was reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus Government Cash Management was
incorporated under Maryland law on February 1, 1984, and commenced operations
on March 13, 1985. On May 22, 1987 it was reorganized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts. Dreyfus
Municipal Cash Management Plus was organized as an unincorporated business
trust under the laws of the Commonwealth of Massachusetts pursuant to an
Agreement and Declaration of Trust dated September 12, 1990, and commenced
operations October 15, 1990. Dreyfus Tax Exempt Cash Management was
incorporated under Maryland law on January 27, 1984,
Page 17
and commenced operations on March 12, 1985. On May 22, 1987 it was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. 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 dated February 16, 1987, and commenced operations on December 27, 1988.
Each Fund is authorized to issue an unlimited number of shares of beneficial
interest, 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.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Fund. However, each
Fund's Agreement and Declaration of Trust (the "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 a 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, the shareholder paying such liability will be entitled to reimbursement
from the general assets of such Fund. Each Fund 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. As described under
"Management of the Funds" in the Statement of Additional Information, each
Fund ordinarily will not hold shareholder meetings; however, shareholders
under certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Board members.
The Transfer Agent maintains a record of each Funds' 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
toll free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board of
Trustees 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 its 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 18
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 or 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.
LENDING PORTFOLIO SECURITIES (DREYFUS GOVERNMENT CASH MANAGEMENT ONLY) -- The
Fund may lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete certain
transactions. The 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 20% of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or 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 the Fund
at any time upon specified notice. The 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.
FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase Municipal Obligations
and other 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. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the commitments will
be established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS GOVERNMENT
CASH MANAGEMENT ONLY) -- 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 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 AND DREYFUS GOVERNMENT CASH
MANAGEMENT ONLY) -- 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. The Fund may enter
into repurchase agreements with certain banks or non-bank dealers.
Page 19
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT ONLY) -- The Fund may purchase
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, London branches of domestic
banks and other banking institutions. With respect to such securities issued
by London branches of domestic 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 Fund -- 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 ONLY) -- 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 issued by domestic and foreign entities. 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) issued by domestic and foreign corporations, including banks.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND
DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase floating
and variable rate demand notes and bonds, which are tax exempt obligations
ordinarily having stated maturities in excess of 13 months, but which permit
the holder to demand payment of principal at any time or at specified
intervals not exceeding 13 months, in each case upon not more than 30 days'
notice. Variable rate demand notes include master demand notes which are
obligations that permit the Fund to invest fluctuating amounts, 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. 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
AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY) -- The Fund may purchase from
financial institutions participation interests in Municipal Obligations (such
as industrial development bonds and municipal lease/purchase agreements). A
participation interest gives the Fund an undivided interest in the Municipal
Obligation in the proportion that the Fund's participation interest bears to
the total principal amount of the Municipal Obligation. These instruments may
have fixed, floating or variable rates of interest, with remaining maturities
of 13 months or less. If the participation interest is unrated or has been
given a rating below that which otherwise is permissible for purchase by the
Fund, it will be backed by an irrevocable letter of credit or guarantee of a
bank that the Fund's Board has determined meets the prescribed quality
standards for banks set forth below, or the payment obligation otherwise will
be collateralized by U.S. Government securities. For certain participation
interests, the Fund will have the right to demand payment, on not more than
seven days' notice, for all or any part of the Fund's participation interest
in the Municipal Obligation, plus accrued interest. As to these instruments,
the
Page 20
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 AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- The Fund may acquire "stand-by commitments"
with respect to Municipal Obligations held in its portfolio. Under a stand-by
commitment, the Fund obligates a broker, dealer or bank to repurchase, at the
Fund's option, specified securities at a specified price and, in this
respect, stand-by commitments are comparable to put options. The exercise of
a stand-by commitment, therefore, is subject to the ability of the seller to
make payment on demand. The Fund will acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes. The Fund may pay for stand-by commitments if
such action is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such security's
yield to investors. Gains realized in connection with stand-by commitments
will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY) -- 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 short-term investments ("Taxable Investments") consisting
of: notes of issuers having, at the time of purchase, a quality rating within
the two highest grades of Moody's, S&P or Fitch; obligations of the U.S.
Government, its agencies or instrumentalities; commercial paper rated not
lower than P-1 by Moody's, A-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. 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. 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, the Fund anticipates that
not more than 5% of the value of its total assets will be invested in any one
category of Taxable Investments. Taxable Investments are more fully described
in the Statement of Additional Information to which reference hereby is made.
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 such 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 a Fund desire to sell them when a ready
buyer is not available at a price such 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
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Page 23
COMBINED
PROSPECTUS
FOR
Dreyfus
Cash Management
Dreyfus Government
Cash Management
Dreyfus
Municipal Cash Management Plus
Dreyfus
Tax Exempt
Cash Management
Dreyfus
Treasury Prime
Cash Management
[PARTICIPANT SHARES]
Copy Rights 1996 Dreyfus Service Corporation
288p112096
Registration Mark
Page 24
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
NOVEMBER 20, 1996
(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 Dreyfus Cash Management, Dreyfus Government
Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management and Dreyfus Treasury Prime Cash Management (each, a "Fund"
and collectively, the "Funds"), each dated November 20, 1996, as they may
be revised from time to time. To obtain a copy of the Prospectus for a
class of shares of a Fund, please write to a 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 entity with a separate portfolio. The
operations and investment results of one Fund are unrelated to those of
each other Fund. This combined Statement of Additional Information has
been provided for your convenience to provide you the opportunity to
consider several investment choices in one document.
TABLE OF CONTENTS
Page
Investment Objectives and Management Policies . . . . . . . B-3
Management of the Funds . . . . . . . . . . . . . . . . . . B-16
Management Agreements . . . . . . . . . . . . . . . . . . . B-22
How to Buy Shares . . . . . . . . . . . . . . . . . . . . . B-24
Service Plans . . . . . . . . . . . . . . . . . . . . . . . B-25
Shareholder Services Plans . . . . . . . . . . . . . . . . B-27
How to Redeem Shares. . . . . . . . . . . . . . . . . . . . B-28
Determination of Net Asset Value. . . . . . . . . . . . . . B-29
Shareholder Services. . . . . . . . . . . . . . . . . . . . B-30
Dividends, Distributions and Taxes. . . . . . . . . . . . . B-31
Portfolio Transactions. . . . . . . . . . . . . . . . . . . B-32
Yield Information . . . . . . . . . . . . . . . . . . . . . B-32
Information About the Funds . . . . . . . . . . . . . . . . B-34
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors. . . . . . . . . . . . . B-35
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . B-37
Appendix B . . . . . . . . . . . . . . . . . . . . . . . . B-39
Financial Statements and Reports of Independent Auditors
Dreyfus Cash Management . . . . . . . . . . . . . . . . . B-43
Dreyfus Government Cash Management. . . . . . . . . . . . B-63
Dreyfus Municipal Cash Management Plus. . . . . . . . . . B-82
Dreyfus Tax Exempt Cash Management. . . . . . . . . . . . B-103
Dreyfus Treasury Prime Cash Management. . . . . . . . . . B-130
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the relevant section of a Fund Prospectus (as applicable)
under the headings entitled "Description of the Funds" and "Appendix."
Portfolio Securities
U.S. Government Securities. (All Funds) 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 Obligations. (Dreyfus Cash Management only) Investments in time
deposits and certificates of deposit ("CDs") are limited to domestic banks
having total assets in excess of $1 billion 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 $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.
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.
Repurchase Agreements. (All Funds except Dreyfus Treasury Prime 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,
the 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 and
Dreyfus Tax Exempt Cash Management only) The average distribution of
investments (at value) in Municipal Obligations by ratings of Dreyfus
Municipal Cash Management Plus1, for the fiscal year ended December 31,
1995, and of Dreyfus Tax Exempt Cash Management, for the fiscal year ended
January 31, 1996, computed on a monthly basis, were as follows:
<TABLE>
<CAPTION>
Percentage of Value
____________________________
Dreyfus
Fitch Investors Moody's Investors Standard & Poor's Municipal Dreyfus
Service, L.P. Service, Inc. Ratings Group Cash Tax Exempt
("Fitch") or ("Moody's") or ("S&P") Management Cash Management
Plus
____________ ___________ ___________ _________ _______________
<S> <C> <C> <C> <C>
F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1, 96.2% 96.2%
P-1 A-1+/A-1
F-2 MIG 2 SP-2 2.2%
AAA/AA Aaa/Aa AAA/AA 0.4% 0.9%
Not Rated Not Rated Not Rated 3.4* 0.7%**
100.0% 100.0%
__________________
1 Effective September 11, 1996 Dreyfus Municipal Cash Management Plus
changed its fiscal year end from December 31 to January 31.
* Included in the Not Rated category are securities comprising 3.4% of
the market value of Dreyfus Municipal Cash Management Plus which, while not
rated, have been determined by the Manager to be comparable quality to
securities in the VMIG/MIG I or SP-1+/SP 1 rating categories.
** Included in the Not Rated category are securities comprising 0.7% of
the market value of Dreyfus Tax Exempt Cash Management which, while not
rated, has been determined by the Manager to be comparable quality to
securities in the VMIG/MIG I 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, as well as other operating expenses,
including 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 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, not more
than 10% of the value of each Fund's net assets will be invested in lease
obligations that are illiquid and in other illiquid securities. See
"Investment Restrictions-Dreyfus Municipal Cash Management Plus-No. 11" and
"Investment Restrictions-Dreyfus Tax Exempt Cash Management-No. 12" below.
Ratings of Municipal Obligations. (Dreyfus Municipal Cash Management
Plus and Dreyfus Tax Exempt Cash Management only) If, subsequent to its
purchase by a 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 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 (Dreyfus Municipal Cash Management Plus and
Dreyfus Tax Exempt Cash Management only) The taxable investments in which
the Funds may invest include, U.S. Treasury and 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.
Certificates of deposit are negotiable certificates representing the
obligation of a bank to repay funds deposited with it for a specified
period of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate. Investments in time deposits generally
are limited to London branches of domestic banks that have total assets in
excess of one billion dollars. Time deposits which may be held by the Fund
will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance
Corporation.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the face
amount of the instrument upon maturity. Other short-term obligations may
include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
See also "U.S. Government Securities" and "Repurchase Agreements"
above.
Illiquid Securities. (All Funds) If 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 Government Cash Management
only) 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. These conditions may be subject to future
modification.
Forward Commitments. (Dreyfus Municipal Cash Management Plus and
Dreyfus Tax Exempt Cash Management only) Municipal Obligations and other
securities purchased on a forward commitment or when-issued basis 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 a 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 a 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 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 Investment Company Act of 1940, as amended (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 obliga-
tions.
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 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 Investment Company Act of 1940, as
amended (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 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 Restriction Nos. 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.
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 Restriction Nos. 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 No. 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." If a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a
change in values or assets will not constitute a violation of such
restriction.
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 Investment Company Act of 1940, as
amended (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.
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. Each Board member who is deemed to be an
"interested person" of the Funds, as defined in the 1940 Act, is indicated
by an asterisk.
Board Members of the Funds
*DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of
Governors, an independent board with the United States Information
Agency, since August 1995. From August 1994 to August 1995, 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. Mr.
Burke is 60 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. Ms. Dunst is 49 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. Mr. Gramley is 69 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. From January 1981 to
January 1993, Mr. Rudman served as a United States Senator from the
State of New Hampshire. Since May 1995, Mr. Rudman has served as a
director of Collins & Aikman Corporation. Since January 1993, Mr.
Rudman has served as a director of Chubb Corporation and the 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 served as Vice Chairman of the
President's Foreign Intelligence Advisory Board. From January 1993 to
December 1994, Mr. Rudman had served as Vice Chairman of the Federal
Reserve Bank of Boston. Mr. Rudman is 66 years old and his address is
1615 L Street, N.W., Suite 1300, Washington D.C. 20036.
No shareholder meetings will be held for the purpose of electing Board
members unless and until such time as less than a majority of the Board
members holding office have been elected by shareholders, at which time the
Board members then in office will call a shareholders' meeting for the
election of Board members. Under the 1940 Act, shareholders of record of
not less than two-thirds of the outstanding shares of the Fund may remove a
Board member through a declaration in writing or by vote cast in person or
by proxy at a meeting called for that purpose. Board members are required
to call a meeting of shareholders for the purpose of voting upon the
question of removal of any such Board member when requested in writing to
do so by the shareholders of record of not less than 10% of the Fund's
outstanding shares.
For so long as each Fund's plans described in the sections captioned
"Service Plans" and "Shareholder Services Plans" remain in effect, the
Board members of each Fund who are not "interested persons" of such Fund,
as defined in the 1940 Act, will be selected and nominated by the Board
members who are not "interested persons" of such Fund.
Board members of each Fund are entitled to receive an annual retainer
and a per meeting fee and reimbursement for their expenses. 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 amount of compensation payable to each Board member by
Dreyfus Municipal Cash Management Plus for the fiscal year ended December
31, 1995, by Dreyfus Cash Management, Dreyfus Government Cash Management,
and Dreyfus Tax Exempt Cash Management for the fiscal year ended January
31, 1996, by Dreyfus Treasury Prime Cash Management for the fiscal year
ended February 29, 19963, and by all other 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, 1995, were as follows:
Total Compensation
Aggregate from Fund and
Name of Board Compensation from Fund Complex paid
Member Fund(*)(+) to Board Member
_________________ ________________ ___________________
David W. Burke $253,654 (52)
Dreyfus Cash Management $5,500
Dreyfus Government Cash Management $5,500
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus Treasury Prime Cash Management $5,500
Isabel P. Dunst $46,500 (7)
Dreyfus Cash Management $5,500
Dreyfus Government Cash Management $5,500
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus Treasury Prime Cash Management $5,500
Lyle E. Gramley $46,500 (7)
Dreyfus Cash Management $5,500
Dreyfus Government Cash Management $5,500
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus Treasury Prime Cash Management $5,500
Warren B. Rudman $85,500 (17)
Dreyfus Cash Management $5,500
Dreyfus Government Cash Management $5,500
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus Treasury Prime Cash Management $5,500
__________________________________
(*) Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $533.43 with respect to each of Dreyfus Cash Management
and Dreyfus Government Cash Management, $364.54 with respect to Dreyfus
Municipal Cash Management Plus, $533.44 with respect to Dreyfus Tax Exempt
Cash Management, and $487.56 with respect to Dreyfus Treasury Prime Cash
Management.
(+) The aggregate compensation payable to each Board member by the Fund was
paid by the Manager. See "Management Agreements".
(3) Effective September 11, 1996, Dreyfus Treasury Prime Cash Management
changed its fiscal year end from February 28/29 to January 31.
Officers of the Funds
MARIE E. CONNOLLY, President and Treasurer. President and Chief Executive
Officer and a director of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc. Prior to December 1991, she served
as Vice President and Controller, and later as Senior Vice President,
of The Boston Company Advisors, Inc. She is 38 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President and
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as an
Associate at Ropes & Gray. He is 31 years old.
ELIZABETH BACHMAN, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 26 years
old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Supervisor of
Treasury Services and Administration 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. He is 27 years old.
RICHARD W. INGRAM, Vice President and Assistant Treasurer. Senior
Vice President and Director of Client Services and Treasury Operations
of 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 of Mutual Funds of The Boston
Company. He is 40 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President and
Manager of Treasury Services and Administration of 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.
She is 32 years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Treasurer
and Chief Financial Officer of the Distributor 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 33 years old.
The address of each officer of the Funds is 200 Park Avenue, New York,
New York 10166.
Board members and officers of each Fund, as a group, owned less than
1% of the Fund's shares outstanding on September 4, 1996.
The following shareholders are known by Dreyfus Cash Management to own
of record 5% or more of its Institutional Shares outstanding on September
4, 1996: (1) Norwest Bank Minnesota NA, 733 Marquette Avenue, 4th Floor,
Minneapolis, MN 55479-0051 (7.70%); (2) Laba & Company, c/o LaSalle
National Bank, P.O. Box 1443, Chicago, IL 60690-1443 (6.38%); and (3) Adams
& Company, American National Bank, 101 5th Street East, 10th Floor, Saint
Paul, MN 55101-1808 (5.63%).
The following shareholders are known by Dreyfus Cash Management to own
of record 5% or more of its Investor Shares outstanding on September 4,
1996: (1) Mellon Bank N.A., Three Mellon Bank Center, Room 153-2502,
Pittsburgh, PA 15259 (Account # 1) (36.41%); (2) Mellon Bank N.A., Three
Mellon Bank Center, Room 153-2502, Pittsburgh, PA, 15259 (Account #
2)(16.53%); (3) Homefed Trust Company, 625 Broadway, Suite 906, San Diego,
CA 92101-5416 (11.85%); and (4) Mellon Bank N.A., Three Mellon Bank Center,
Room 153-2502, Pittsburgh, PA, 15259 (Account # 3)(5.32%).
The following shareholder is known by Dreyfus Government Cash
Management to own of record 5% or more of its Institutional Shares
outstanding on September 4, 1996: First Interstate Bank of Texas, P.O. Box
3326, Houston, TX 77253-3326 (7.44%).
The following shareholders are known by Dreyfus Government Cash
Management to own of record 5% or more of the its Investor Shares
outstanding on September 4, 1996: (1) Zweig Dimenna Partners LP, 900 3rd
Avenue, New York, NY 10022-4728 (15.87%); (2) Mellon Bank N.A., Three
Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259 (15.67%); (3)
Mellon Bank N.A., Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA
15259 (14.22%); (4) Capital Network Service, 1 Bush Street, Floor 11, San
Francisco, CA 94104-4425 (10.08%); and (5) Zweig Dimenna Special, 900 3rd
Avenue, New York, NY 10022-4728 (9.88%).
The following shareholders are known by Dreyfus Municipal Cash
Management Plus to own of record 5% or more of its Institutional Shares
outstanding on September 4, 1996: (1) Comercia Bank, Fixed Income, 100
Renaissance Center, Suite 9, Detroit, MI 48243-1006 (16.11%); (2) Comercia
Bank, Mutual Funds Operations, P.O. Box 650282, Dallas, TX 75265-0282
(13.62%); (3) Pennsylvania Power & Light Company, 2 North 9th Street,
Allentown, PA 18101-1139 (11.37%); (4) NBO Bank NA, 1 Indiana Square, Suite
914, Indianapolis, IN 46266 (6.72%); (5) American National Bank and Trust
Company, 740 Cherry Street, Chattanooga, IN 37402-1909 (6.17%); (6) Crestar
Bank, 11 South 10th Street, Richmond, VA 23219-4001 (6.00%); and (7) For
Exclusive Benefit of Customers of FBS Investment Services Inc., 100 South
5th Street, Suite 1300, Minneapolis, MN 55402-1210 (5.35%).
The following shareholders are known by Dreyfus Municipal Cash
Management Plus to own of record 5% or more of its Investor Shares
outstanding on September 4, 1996: (1) First Union National Bank, 301
South College Street DC-4, Charlotte, NC 28288-0601 (33.07%);
(2) Barnett Bank of Jacksonville, N.A., P.O. Box 45147, Jacksonville,
FL 32232-5147 (17.44%); (3) Capital Network Service, 1 Bush Street,
San Francisco, CA 94104-4425 (14.79%); (4) Excell Industries Inc.,
P.O. Box 3118, 1120 North Main Street, Elkhart, IN 46514-3203
(8.97%); and (5) Elixir Industries, 17925 South Broadway, Gardenia, CA
90248 (7.56%).
The following shareholders are known by Dreyfus Tax Exempt Cash
Management to own of record 5% or more of its Institutional Shares
outstanding on September 4, 1996: (1) Patterson & Company, c/o PNB Penn
Mutual Insurance Building, 530 Walnut Street, Philadelphia, PA 19172-0002
(7.85%); (2) Central Fidelity Bank, 1021 East Cary Street, Richmond, VA
23219-4000 (7.40%); (3) Trussal & Company, c/o National Bank of Detroit,
P.O. Box 1770, Detroit, MI 48232 (6.98%); and (4) First Interstate Bank of
California, 26610 Agoura Road, Calabasas, CA 91302-1954 (6.32%).
The following shareholders are known by Dreyfus Tax Exempt Cash
Management to own of record 5% or more of its Investor Shares outstanding
on September 4, 1996: (1) Codd & Company, Chase Manhattan Bank, 1211 Avenue
of the Americas, Floor 35, New York, NY 10036-8701 (34.42%); (2) Bost &
Company, 3 Mellon Bank Center, Pittsburgh, PA 15259 (19.74%); (3) Saturn &
Company, c/o Investors Bank & Trust Inc., 89 South Street, 6th Floor,
Boston, MA 02111-2679 (10.05%); (4) Southern Bleacher Company, P.O. Box 1,
Graham, TX 76450-0001 (8.98%); and (5) National Bank of Indianapolis, 107
North Pennsylvania Street, Suite 600, Indianapolis, IN 46204-2444 (7.65%).
The following shareholder is known by Dreyfus Treasury Prime Cash
Management to own of record 5% or more of its Institutional Shares
outstanding on September 4, 1996: Allen & Company, 711 5th Avenue, New
York, NY 10022-3109 (6.88%).
The following shareholders are known by Dreyfus Treasury Prime Cash
Management to own of record 5% or more of its Investor Shares outstanding
on September 4, 1996: (1) Kinco & Company, c/o Republic National Bank of New
York, 1 Hanson Place, Brooklyn, NY 11243-2900 (22.63%); (2) Saturn & Company,
c/o Investors Bank & Trust Inc., 89 South Street, 6th Floor, Boston, MA 02111-
2679 (16.92%); (3) Republic Bank California NA, 445 North Bedford Drive,
Floor 2, Beverly Hills, CA 90210-4302 (12.77%); (4) Capital Network
Service, 1 Bush Street, Floor 11, San Francisco, CA 94104-4425 (11.53%);
(5) Var & Company, First Trust National Association, 180 5th Street East,
Saint Paul, MN 55101 (10.68%); (6) Harris Trust & Savings Bank, 200 West
Monroe Street, Chicago, IL 60606-5015 (5.87%); and (7) Farmers & Merchants
Bank & Trust, 59 West Washington Street, Hagerstown, MD 21740-4833 (5.40%).
MANAGEMENT AGREEMENTS
The following information supplements and should be read in
conjunction with the section in each Fund Prospectus under the heading
entitled "Management of the Fund(s)."
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 such 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. Each Agreement was
approved by 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 22, 1996. 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 the 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; Philip L. Toia, Vice
Chairman--Operations and Administration and a director; William T.
Sandalls, Jr., Senior Vice President and Chief Financial Officer; Elie M.
Genadry, Vice President--Institutional Sales; William F. Glavin, Jr., Vice
President--Corporate Development; 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; Elvira Oslapas, Assistant Secretary; and
Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene
and Julian M. Smerling, 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 Government Cash Management and Dreyfus
Treasury Prime Cash Management are Robert P. Fort, Jr., Garitt Kono,
Bernard Kiernan, Patricia A. Larkin and Thomas Riordan. The portfolio
managers of Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt
Cash Management are Joseph P. Darcy, A. Paul Disdier, Douglas J. Gaylor,
Karen M. Hand, Stephen C. Kris, Richard J. Moynihan, Jill C. Shaffro, L.
Lawrence Troutman, 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 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 maintains office facilities for 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:
Fiscal Year Ended December 31:
Amount Paid by: 1995 1994 1993
Dreyfus Municipal Cash
Management Plus $461,349 $617,875 $456,965*
* Reflects a reduction in the management fee of $242,853 in fiscal
1993 pursuant to an undertaking then in effect.
Fiscal Year Ended January 31:
Amount Paid by: 1996 1995 1994
Dreyfus Cash Management $5,179,993 $4,607,084 $7,002,528*
Dreyfus Government Cash
Management $8,865,414 $6,672,265 $11,230,606*
Dreyfus Tax Exempt Cash
Management $2,960,202 $2,972,503 $2,978,463*
* Reflects reductions in the management fees in fiscal 1994 of $1,012,789 with
respect to Dreyfus Cash Management, $1,680,719 with respect to Dreyfus
Government Cash Management, and $685,536 with respect to Dreyfus Tax Exempt Cash
Management, pursuant to undertakings then in effect.
Fiscal Year Ended February 28/29
Amount Paid By: 1996 1995 1994
Dreyfus Treasury Prime
Cash Management $6,907,593 $7,620,458 $8,802,507*
* Reflects a reduction in the management fee of $893,875 in fiscal 1994,
pursuant to an undertaking then in effect.
As to each Fund, unless the Manager gives a 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 such 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 such class of shares at the annual rate set forth in
such 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 Fund Prospectus under the heading
entitled "How to Buy [Class] 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. In some states,
banks or other financial institutions effecting transactions in Fund shares
may be required to register as dealers pursuant to state law.
Using Federal Funds. Dreyfus Transfer, Inc., each Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), or the investor's 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 a 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
Custodian or, with respect to Dreyfus Cash Management, Dreyfus Government
Cash Management and Dreyfus Treasury Prime Cash Management only, the
Custodian or the Sub-Custodian. An order for the purchase of shares placed
by an investor with a sufficient Federal Funds or cash balance in its
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 Custodian or, with respect to Dreyfus
Cash Management, Dreyfus Government Cash Management and Dreyfus Treasury
Prime Cash Management only, the Custodian or the Sub-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 Fund Prospectus for such Fund's
Administrative Shares, Investor Shares and Participant Shares (as
applicable) under the heading 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. Each Fund's Board
has adopted a separate plan (the "Service Plan") with respect to such
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, a
wholly-owned subsidiary of the Manager, 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. Each Fund's Board believes that there is a
reasonable likelihood that the Service Plan will benefit each Fund and the
respective holders of such Fund's 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 and 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 Fund's 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 Fund's 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. Each Service Plan was last so
approved by the Board members of each Fund at a meeting held on May 22,
1996. Each Service Plan may be terminated 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 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
the Service Plan to (i) the Distributor as reimbursement for distributing
Investor Shares ("Distributor Payments") and (ii) to Dreyfus for
advertising and marketing Investor Shares and for providing services to
holders of Investor Shares ("Dreyfus Payments"), for the fiscal year ended
December 31, 1995, with respect to Dreyfus Municipal Cash Management Plus,
for the fiscal year ended January 31, 1996, with respect to each of Dreyfus
Cash Management, Dreyfus Government Cash Management and Dreyfus Tax Exempt
Cash Management, and for the fiscal year ended February 29, 1996, with
respect to Dreyfus Treasury Prime Cash Management. No data is provide with
respect to amounts paid pursuant to the Service Plan for Administrative
Shares and Participant Shares as such classes had not commenced operations
as of to the date of this Statement of Additional Information.
Total Amount
Paid Pursuant to
Service Plan (as to Distributor Dreyfus
Amount Paid By: Investor Shares only) Payments Payments
Dreyfus Cash
Management $445,940 $351,716 $94,224
Dreyfus Government
Cash Management $366,469 $264,632 $101,837
Dreyfus Municipal
Cash Management $24,719 $21,627 $3,092
Dreyfus Tax Exempt
Cash Management $151,174 $150,238 $936
Dreyfus Treasury
Prime Cash
Management $537,771 $534,909 $2,862
SHAREHOLDER SERVICES PLANS
(INSTITUTIONAL SHARES ONLY)
The following information supplements and should be read in
conjunction with the section in each Fund Prospectus for a Fund's
Institutional Shares under the heading entitled "Shareholder Services
Plan."
Each Fund, as to its Institutional Shares only, has adopted a
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. Each Plan was last so approved by the Board members at a meeting
held on May 22, 1996. 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.
For the fiscal year ended December 31, 1995, $56,503 was payable by
Dreyfus Municipal Cash Management Plus, with respect to Institutional
Shares pursuant to the Fund's Plan. For the fiscal years ended January 31,
1996, $648,485, $453,018 and $200,350 was payable by Dreyfus Cash
Management, Dreyfus Government Cash Management and Dreyfus Tax Exempt Cash
Management, respectively with respect to Institutional Shares pursuant to
such Funds Plan. For the fiscal year ended February 29, 1996, $401,834 was
payable by Dreyfus Treasury Prime Cash Management, with respect to
Institutional Shares pursuant to the Fund's Plan. These amounts were borne
directly by the Manager. See "Management Agreements".
HOW TO REDEEM SHARES
The following information supplements and should be read in
conjunction with the section in each Fund Prospectus under the heading
entitled "How to Redeem [Class] 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.
(Dreyfus Cash Management, Dreyfus Government Cash Management and
Dreyfus Treasury Prime Cash Management only). Ordinarily, each Fund will
initiate payment for shares redeemed pursuant to this procedure on the same
business day if Dreyfus Institutional Services Division receives the
redemption request in proper form at its New York office by 5:00 p.m.,
New York time, or at its Los Angeles office by 2:00 p.m., California time,
on such day; otherwise the Fund will initiate payment on the next business
day.
(Dreyfus Tax Exempt Cash Management and Dreyfus Municipal Cash
Management Plus only). Ordinarily, each Fund will initiate payment for
shares redeemed pursuant to this procedure on the same business day if
Dreyfus Institutional Services Division receives the redemption request in
proper form by 12:00 p.m., New York 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. Each 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 reserves the right to make payments in whole or in part
in securities (which may include non-marketable 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 respective markets each Fund ordinarily
utilizes is restricted, or when an emergency exists as determined by the
Securities and Exchange Commission so that disposal of such 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 respective Fund's investors.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in each Fund Prospectus under the heading
entitled "How to Buy [Class] 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 sales 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.
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 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, Presidents' Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in each Fund Prospectus under the heading
entitled "Shareholder Services."
Fund Exchanges. Shares of one class of shares of a Fund may be
exchanged for shares of the same class of shares of another Fund or of
Dreyfus Cash Management Plus, Inc., Dreyfus Institutional Short Term
Treasury Fund, Dreyfus New York Municipal Cash Management, and Dreyfus
Treasury Cash Management. 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 Cash
Management Plus, Inc., Dreyfus Institutional Short Term Treasury Fund,
Dreyfus New York Municipal Cash Management and Dreyfus Treasury 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.
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 Fund Prospectus under the heading
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.
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 Fund Prospectus under the heading
entitled "Yield Information."
No yield information is provide with respect each Fund's
Administrative Shares and Participant Shares as such classes of shares had
not commenced operations as of to the date of this Statement of Additional
Information.
For the seven-day period ended June 30, 1996, the yield and effective
yield for Institutional Shares and Investor Shares of Dreyfus Municipal
Cash Management Plus were as follows:
Yield Effective Yield
Dreyfus Municipal Cash Management Plus
Institutional Shares 3.46% 3.52%
Investor Shares 3.23% 3.28%
For the seven-day period ended July 31, 1996, the yield and effective
yield for Institutional Shares and Investor Shares of each of Dreyfus Cash
Management, Dreyfus Government Cash Management and Dreyfus Tax Exempt Cash
Management were as follows:
Yield Effective Yield
Dreyfus Cash Management
Institutional Shares 5.24% 5.38%
Investor Shares 4.99% 5.11%
Dreyfus Government Cash Management
Institutional Shares 5.25% 5.39%
Investor Shares 4.99% 5.11%
Dreyfus Tax Exempt Cash Management
Institutional Shares 3.38% 3.44%
Investor Shares 3.12% 3.17%
For the seven-day period ended August 31, 1996, the yield and
effective yield for Institutional Shares and Investor Shares of Dreyfus
Treasury Prime Cash Management were as follows:
Yield Effective Yield
Dreyfus Treasury Prime Cash Management
Institutional Shares 5.08% 5.21%
Investor Shares 4.83% 4.95%
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.
(Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt Cash
Management only) Based upon a 1996 Federal income tax rate of 39.60%, the
7-day tax equivalent yield for Institutional Shares and Investor Shares of
Dreyfus Municipal Cash Management Plus for the period ended June 30, 1996
was 5.73% and 5.35%, respectively, and the 7-day tax equivalent yield for
Institutional Shares and Investor Shares of Dreyfus Tax Exempt Cash
Management for the period ended July 31, 1996 was 5.60% and 5.17%,
respectively. Tax equivalent yield is computed by dividing that portion of
the yield or effective yield (calculated as described above) which is tax
exempt by 1 minus a stated tax rate and adding the quotient to that
portion, if any, of the yield of the Fund that is not tax exempt. The tax
equivalent yield noted above represents the application of the highest
Federal marginal personal income tax rate currently in effect. The tax
equivalent figure, however, does not include the potential effect of any
state or local (including, but not limited to, county, district or city)
taxes, including applicable surcharges. In addition, there may be pending
legislation which could affect such stated tax rate or yield. 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 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.
INFORMATION ABOUT THE FUNDS
The following information supplements and should be read in
conjunction with the section in each Fund Prospectus under the heading
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.
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 a multibillion
dollar industry.
Each 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 November __, 1996, the total net assets of the Dreyfus
Cash Management Funds amounted to approximately $_____ billion.
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 Funds, the handling of certain communications
between shareholders and the Funds and the payment of dividends and
distributions payable by the Funds. 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. For the period December 1, 1995 (the
effective date of each Transfer Agency Agreement discussed herein,) through
December 31, 1995, $88 was payable by Dreyfus Municipal Cash Management
Plus to the Transfer Agent. For the period December 1, 1995 through
January 31, 1996, $2,821, $1,215 and $5,019, respectively, was payable by
Dreyfus Cash Management, Dreyfus Government Cash Management and Dreyfus Tax
Exempt Cash Management to the Transfer Agent. For the period of December 1,
1995, through February 29, 1996, $7,226 was payable by Dreyfus Treasury
Prime Cash Management to the Transfer Agent. These amounts were borne
directly by the Manager. See "Management of the Funds".
The Bank of New York, 90 Washington Street, New York, New York 10286,
is each Fund's custodian.
Wells Fargo Bank, N.A.,_________________ serves as sub-custodian of
the Dreyfus Cash Management's, Dreyfus Government Cash Management's and
Dreyfus Treasury Prime Cash Management's investments.
Dreyfus Transfer, Inc., The Bank of New York, and Wells Fargo Bank
have no part in determining the investment policies of a Fund or which
portfolio securities are to be purchased or sold by a Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, 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.
APPENDIX A
(DREYFUS CASH MANAGEMENT ONLY)
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 Investors
Service, L.P. ("Fitch"), Duff & Phelps Credit Rating Co. ("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.
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.
APPENDIX B
(DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
AND
DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY)
Description of 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. Bonds in the Aa category which Moody's
believes possess the strongest investment attributes are designated by the
symbol Aa1.
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.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS JANUARY 31, 1996
PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT-6.6% AMOUNT VALUE
________ ________
<S> <C> <C>
Chase Manhattan Bank
5.25%, 10/17/96......................................................... $ 50,000,000 $ 50,000,000
Morgan Guaranty Trust Co. (London)
5.51%, 6/11/96-6/12/96.................................................. 20,000,000 19,999,703
Old Kent Bank & Trust Co.
5.13%-5.18%, 10/25/96-10/28/96.......................................... 45,000,000 45,000,000
Union Bank
5.20%-5.32%, 7/26/96-8/2/96............................................. 75,000,000 75,000,000
_______
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
(cost $189,999,703)..................................................... $ 189,999,703
=======
COMMERCIAL PAPER-48.5%
Abbey National North America
5.33%, 5/8/96........................................................... $ 125,000,000 $ 123,231,771
BHF Finance (DE) Inc.
5.47%-5.66%, 3/6/96-4/8/96.............................................. 86,650,000 85,954,008
Bankers Trust New York Corp.
5.42%-5.81%, 3/15/96-7/8/96............................................. 125,000,000 123,337,181
Chase Manhattan Corp.
5.88%, 5/10/96.......................................................... 75,000,000 73,838,813
Ciesco L.P.
5.66%-5.75%, 2/13/96-3/21/96............................................ 20,300,000 20,204,685
Den Danske Corp. Inc.
5.20%-5.72%, 3/4/96-7/31/96............................................. 85,000,000 83,403,225
Ford Motor Credit Co.
5.52%-5.78%, 2/21/96-5/9/96............................................. 100,000,000 99,107,500
General Electric Capital Corp.
5.69%, 4/9/96........................................................... 40,000,000 39,578,400
General Motors Acceptance Corp.
5.80%-5.82%, 2/2/96-2/26/96............................................. 140,000,000 139,674,971
Goldman Sachs Group L.P.
5.72%, 3/6/96........................................................... 100,000,000 99,468,278
Lehman Brothers Holdings Inc.
5.82%, 2/7/96........................................................... 50,000,000 49,952,250
Merrill Lynch & Co. Inc.
5.14%-5.78%, 3/8/96-10/25/96............................................ 95,000,000 92,453,492
Morgan Stanley Group Inc.
5.40%-5.58%, 3/20/96-4/30/96............................................ 135,000,000 133,515,394
NYNEX Corp.
5.34%-5.41%, 4/26/96-5/17/96............................................ 55,000,000 54,236,000
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1996
PRINCIPAL
COMMERCIAL PAPER (CONTINUED) AMOUNT VALUE
_________ ________
Nation Bank Corp.
5.61%, 5/28/96.......................................................... $ 40,000,000 $ 39,290,200
SwedBank Inc.
5.60%-5.81%, 2/5/96-4/3/96.............................................. 137,000,000 136,259,003
_______
TOTAL COMMERCIAL PAPER
(cost $1,393,505,171)................................................... $1,393,505,171
=======
CORPORATE NOTES-13.7%
Bear Stearns Companies Inc.
5.64%-5.83%, 7/11/96-1/29/97 (a)........................................ $ 115,000,000 $115,000,000
Comerica Bank
5.65%, 7/26/96 (a)...................................................... 70,000,000 69,999,007
General Electric Capital Corp.
5.77%-5.78%, 3/29/96-4/12/96 (a)........................................ 60,000,000 59,996,583
Lehman Brothers Holdings Inc.
5.75%, 1/6/97 (a)....................................................... 50,000,000 50,000,000
Merrill Lynch & Co. Inc.
5.68%-5.81%, 7/2/96-1/16/97 (a)......................................... 49,000,000 48,999,600
PHH Corp.
5.27%, 2/9/96 (a)....................................................... 50,000,000 50,000,000
_______
TOTAL CORPORATE NOTES
(cost $393,995,190)..................................................... $ 393,995,190
=======
SHORT-TERM BANK NOTES-14.0%
Banc One Milwaukee
5.62%, 2/6/97 (a)....................................................... $ 50,000,000 $ 49,980,685
Comerica Bank
6.48%, 5/2/96........................................................... 45,000,000 44,996,755
First National Bank of Boston
5.61%-5.73%, 6/21/96-11/18/96 (a)....................................... 140,000,000 140,000,000
Morgan Guaranty Trust Co.
5.50%-6.05%, 8/21/96-1/8/97 (a)......................................... 55,000,000 55,000,000
NBD Bank, NA
6.42%, 4/26/96.......................................................... 50,000,000 50,000,000
NationsBank of Texas
5.50%, 7/10/96.......................................................... 60,000,000 60,000,000
_______
TOTAL SHORT-TERM BANK NOTES
(cost $399,977,440)..................................................... $ 399,977,440
=======
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1996
PRINCIPAL
U.S. GOVERNMENT AGENCIES-12.2% AMOUNT VALUE
________ ________
Federal Home Loan Banks , Floating Rate Notes
6.05%, 2/3/97 (a)....................................................... $ 50,000,000 $ 49,990,481
Federal National Mortgage Association , Floating Rate Notes
5.56%-5.97%, 12/16/96-8/1/97 (a)........................................ 300,000,000 299,844,987
_______
TOTAL U.S. GOVERNMENT AGENCIES
(cost $349,835,468)..................................................... $ 349,835,468
=======
TIME DEPOSITS-.1%
Republic National Bank of New York (London)
5.38%, 2/1/96
(cost $3,343,000)....................................................... $ 3,343,000 $ 3,343,000
=======
REPURCHASE AGREEMENTS-7.1%
Aubrey G. Lanston & Co., Inc.
5.65%, dated 1/31/96, due 2/1/96 in the amount of
$144,238,634 (fully collateralized by
$150,185,000 U.S. Treasury Bills due
8/22/96-9/19/96, value $145,957,916).................................... $ 144,216,000 $ 144,216,000
SBC Capital Markets
5.71%, dated 1/31/96, due 2/1/96 in the amount of
$60,009,517 (fully collateralized by $63,150,000
U.S. Treasury Bills due 9/19/96, value
$61,225,048)............................................................ 60,000,000 60,000,000
_______
TOTAL REPURCHASE AGREEMENTS
(cost $204,216,000)..................................................... $ 204,216,000
=======
TOTAL INVESTMENTS
(cost $2,934,871,972)........................................... 102.2% $2,934,871,972
====== =======
LIABILITIES, LESS CASH AND RECEIVABLES.............................. (2.2%) $ (61,923,103)
====== =======
NET ASSETS.......................................................... 100.0% $2,872,948,869
====== =======
NOTE TO STATEMENT OF INVESTMENTS;
(a) Variable interest rate-subject to periodic change.
See notes to financial statements.
DREYFUS CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 1996
ASSETS:
Investments in securities, at value-Note 1(a,b)......................... $2,934,871,972
Receivable for investment securities sold............................... 49,937,778
Interest receivable..................................................... 12,233,396
_______
2,997,043,146
LIABILITIES:
Due to The Dreyfus Corporation.......................................... $ 488,437
Due to Distributor...................................................... 93,668
Payable for investment securities purchased............................. 123,145,060
Accrued expenses and other liabilities.................................. 367,112 124,094,277
_______ _______
NET ASSETS.................................................................. $2,872,948,869
=======
REPRESENTED BY:
Paid-in capital......................................................... $2,873,146,790
Accumulated net realized (loss) on investments.......................... (197,921)
_______
NET ASSETS at value......................................................... $2,872,948,869
=======
Shares of Beneficial Interest outstanding:
Class A shares
(unlimited number of $.001 par value shares authorized)............... 2,442,863,593
=======
Class B shares
(unlimited number of $.001 par value shares authorized)............... 430,283,197
=======
NET ASSET VALUE per share:
Class A shares
($2,442,646,468 / 2,442,863,593 shares)............................... $1.00
=======
Class B shares
($430,302,401 / 430,283,197 shares)................................... $1.00
=======
STATEMENT OF OPERATIONS YEAR ENDED JANUARY 31, 1996
INVESTMENT INCOME:
INTEREST INCOME......................................................... $ 156,825,199
EXPENSES:
Management fee-Note 2(a).............................................. $ 5,179,993
Distribution fees (Class B shares)-Note 2(b).......................... 445,940
_______
TOTAL EXPENSES.................................................... 5,625,933
_______
INVESTMENT INCOME-NET....................................................... 151,199,266
NET REALIZED GAIN ON INVESTMENTS-Note 1(b).................................. 428,428
_______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $ 151,627,694
=======
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED JANUARY 31,
________________________________________
1995 1996
________ ________
<S> <C> <C>
OPERATIONS:
Investment income-net............................................... $ 93,757,618 $151,199,266
Net realized gain (loss) on investments............................. (185,931) 428,428
________ ________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.......... 93,571,687 151,627,694
________ ________
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net:
Class A shares.................................................... (90,088,510) (141,323,993)
Class B shares.................................................... (3,669,108) (9,875,273)
________ ________
TOTAL DIVIDENDS............................................... (93,757,618) (151,199,266)
________ ________
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares.................................................... 17,326,303,484 19,851,202,552
Class B shares.................................................... 670,809,160 1,517,423,779
Dividends reinvested:
Class A shares.................................................... 21,969,146 38,568,632
Class B shares.................................................... 1,713,385 4,217,122
Cost of shares redeemed:
Class A shares.................................................... (18,425,780,190) (19,264,692,986)
Class B shares.................................................... (639,452,949) (1,176,698,999)
________ ________
INCREASE (DECREASE) IN NET ASSETS FROM BENEFICIAL
INTEREST TRANSACTIONS....................................... (1,044,437,964) 970,020,100
________ ________
TOTAL INCREASE (DECREASE) IN NET ASSETS..................... (1,044,623,895) 970,448,528
NET ASSETS:
Beginning of year................................................... 2,947,124,236 1,902,500,341
________ ________
End of year......................................................... $ 1,902,500,341 $ 2,872,948,869
======== ========
See notes to financial statements.
</TABLE>
DREYFUS CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus, dated
November 20, 1996.
See notes to financial statements.
DREYFUS CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Cash Management (the "Fund") is registered under the Investment
Company Act of 1940 ("Act") as a diversified open-end management investment
company. The 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. The Dreyfus Corporation ("Manager") serves
as the Fund's investment adviser. The Manager is a direct subsidiary of
Mellon Bank, N.A.
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold without a sales load. The
Fund offers both Class A and Class B shares. 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.
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. There is no
assurance, however, that the Fund will be able to maintain a stable net asset
value of $1.00.
(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 applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
DREYFUS CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fund has an unused capital loss carryover of approximately $198,000
available for Federal income tax purposes to be
applied against future net securities profits, if any, realized subsequent to
January 31, 1996. If not applied, $10,000 of the carryover expires in fiscal
1999, and $188,000 expires in fiscal 2003.
At January 31, 1996, 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.
Unless the Manager gives the Fund's investors 90 days notice to the
contrary, the Manager and not the Fund, will be liable for Fund expenses
(exclusive of taxes, brokerage, interest on borrowings and, with the prior
written consent of the necessary state securities commissions, extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
the management fee, and with respect to the Fund's Class B shares, Rule 12b-1
Service Plan expenses.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. Such compensation amounted to $2,821 for the period from
December 1, 1995 through January 31, 1996.
(B) Under the Class B Service Plan (the "Plan") adopted pursuant to Rule
12b-1 under the Act, the Fund (a) reimburses the Distributor for distributing
the Fund's Class B shares and (b) pays the Manager and Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager, and their affiliates
(collectively "Dreyfus") for advertising and marketing relating to the Fund's
Class B shares and for providing certain services relating to Class B
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 ("Servicing"), at an aggregate annual
rate of .25 of 1% of the value of the average daily net assets of Class B.
Both the Distributor and Dreyfus may pay one or more Service Agents a fee in
respect of the Funds' Class B shares owned by the shareholders with whom the
Service Agent has a Servicing relationship or for whom the Service Agent is
the dealer or holder of record. Both the Distributor and Dreyfus determine
the amounts, if any, to be paid to the Service Agents under the Plan and the
basis on which such payments are made. The fees payable under the Plan are
payable without regard to actual expenses incurred. During the year ended
January 31, 1996, $445,940 was charged to the Fund, pursuant to the Plan.
(C) Each trustee who is not an "affiliated person" as defined in the Act
receives an annual fee of $3,000 and an attendance fee of $500 per meeting.
DREYFUS CASH MANAGEMENT
REPORT OF ERNST & YOUNG LLP, 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, 1996, 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, 1996 by correspondence with the custodian
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, 1996, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the indicated years, in conformity with generally accepted accounting
principles.
[Ernst and Young LLP signature logo]
New York, New York
March 5, 1996
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS JULY 31, 1996 (UNAUDITED)
PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT-6.4% AMOUNT VALUE
________ ________
<S> <C> <C>
Chase Manhattan Bank (USA)
5.25%, 10/17/96......................................................... $ 50,000,000 $ 50,000,000
Old Kent Bank & Trust Co.
5.13%-5.18%, 10/25/96-10/28/96.......................................... 45,000,000 45,000,000
Union Bank of California
5.20%-5.73%, 8/2/96-12/10/96............................................ 75,000,000 75,000,000
__________
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
(cost $170,000,000)..................................................... $ 170,000,000
==============
COMMERCIAL PAPER-39.1%
ABN-AMRO North America Finance Inc.
5.43%-5.44%, 11/12/96-12/20/96.......................................... $ 144,150,000 $ 141,605,725
Abbey National North America
5.67%, 1/6/97........................................................... 50,000,000 48,790,861
Chase Manhattan Corp.
5.59%, 2/21/97.......................................................... 25,000,000 24,239,250
Ciesco L.P.
5.51%, 10/18/96......................................................... 15,000,000 14,823,525
Corporate Asset Funding Co. Inc.
5.51%, 10/11/96......................................................... 50,000,000 49,464,542
Dresdner U.S. Finance Inc.
5.52%, 2/14/97.......................................................... 25,000,000 24,274,931
General Electric Capital Corp.
5.40%-5.44%, 9/12/96-12/27/96........................................... 135,000,000 133,247,933
General Electric Capital Services Inc.
5.40%-5.75%, 9/16/96-3/3/97............................................. 135,000,000 132,847,053
Goldman Sachs Group L.P.
5.40%, 8/22/96.......................................................... 10,000,000 9,969,083
Kredietbank N.A. Finance Corp.
5.50%, 11/13/96......................................................... 50,000,000 49,227,222
Merrill Lynch & Co. Inc.
5.14%-5.63%, 9/6/96-11/7/96............................................. 85,000,000 83,985,978
Morgan (J.P.) & Co. Inc.
5.35%, 8/2/96........................................................... 50,000,000 49,992,708
Morgan Stanley Group Inc.
5.37%, 8/23/96.......................................................... 70,000,000 69,773,278
UBS Finance (Delaware) Inc.
5.68%, 8/1/96........................................................... 115,000,000 115,000,000
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JULY 31, 1996 (UNAUDITED)
PRINCIPAL
COMMERCIAL PAPER (CONTINUED) AMOUNT VALUE
________ ________
Vereinsbank Finance (Delaware) Inc.
5.54%, 11/19/96......................................................... $ 100,000,000 $ 98,337,778
__________
TOTAL COMMERCIAL PAPER
(cost $1,045,579,867)................................................... $1,045,579,867
==============
CORPORATE NOTES-7.3%
Bear Stearns Companies Inc.
5.38%-5.39%, 1/29/97-2/18/97 (a)........................................ $ 75,000,000 $ 75,000,000
Lehman Brothers Holdings Inc.
5.50%, 1/6/97 (a)....................................................... 50,000,000 50,000,000
Merrill Lynch & Co. Inc.
5.43%, 1/16/97.......................................................... 44,000,000 44,000,000
PNC Bank N.A.
5.50%, 5/15/97 (a)...................................................... 25,000,000 24,980,623
__________
TOTAL CORPORATE NOTES
(cost $193,980,623)..................................................... $ 193,980,623
==============
SHORT-TERM BANK NOTES-6.6%
Banc One Milwaukee
5.37%, 2/6/97 (a)....................................................... $ 50,000,000 $ 49,990,026
Bank of America NT & SA
5%, 1/29/97............................................................. 10,000,000 10,002,582
Comerica Bank
5.36%, 2/14/97 (a)...................................................... 50,000,000 49,981,584
Morgan Guaranty Trust Co.
5.50%, 1/8/97........................................................... 5,000,000 5,000,000
Society National Bank, Cleveland
5.37%, 2/14/97 (a)...................................................... 62,000,000 61,960,549
__________
TOTAL SHORT-TERM BANK NOTES
(cost $176,934,741)..................................................... $ 176,934,741
==============
U.S. GOVERNMENT AGENCIES-19.3%
Federal Farm Credit Bank, Notes
5.21%, 3/3/97........................................................... $ 75,000,000 $ 74,889,766
Federal Home Loan Banks, Floating Rate Notes
5.80%, 2/3/97 (a)....................................................... 50,000,000 49,995,189
Federal National Mortgage Association, Floating Rate Notes
5.30%-5.72%, 12/16/96-5/14/98 (a)....................................... 392,000,000 392,127,169
__________
TOTAL U.S. GOVERNMENT AGENCIES
(cost $517,012,124)..................................................... $ 517,012,124
==============
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JULY 31, 1996 (UNAUDITED)
PRINCIPAL
TIME DEPOSITS-2.7% AMOUNT VALUE
________ ________
Republic National Bank of New York (London)
6%, 8/1/96.............................................................. $ 40,000,000 $ 40,000,000
Republic New York Corp. (London)
6.50%, 8/1/96........................................................... 33,299,000 33,299,000
__________
TOTAL TIME DEPOSITS
(cost $73,299,000)...................................................... $ 73,299,000
==============
REPURCHASE AGREEMENTS-18.0%
Barclays De Zoete Wedd
5.60%, dated 7/31/96, due 8/1/96 in the amount of
$200,031,111 (fully collateralized by
$210,236,000 U.S. Treasury Bills due from
12/19/96 to 6/26/97, value $202,940,598)................................ $ 200,000,000 $ 200,000,000
SBC Capital Markets
5.71%, dated 7/31/96, due 8/1/96 in the amount of
$280,044,417 (fully collateralized by
$291,485,000 U.S. Treasury Bills due from
12/12/96 to 12/19/96, value $285,715,747)............................... 280,000,000 280,000,000
__________
TOTAL REPURCHASE AGREEMENTS
(cost $480,000,000)..................................................... $ 480,000,000
==============
TOTAL INVESTMENTS
(cost $2,656,806,355)........................................ 99.4% $2,656,806,355
======== ==============
CASH AND RECEIVABLES (NET)....................................... .6% $ 15,008,582
======== ==============
NET ASSETS .................................................. 100.0% $2,671,814,937
======== ==============
NOTE TO STATEMENT OF INVESTMENTS;
(a) Variable interest rate-subject to periodic change.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JULY 31, 1996 (UNAUDITED)
<S> <C> <C>
ASSETS:
Investments in securities, at value
(including repurchase agreements of $480,000,000)-Note 1(a,b)......... $2,656,806,355
Cash.................................................................... 2,874,739
Interest receivable..................................................... 12,706,705
_____________
2,672,387,799
LIABILITIES:
Due to The Dreyfus Corporation and affiliates........................... $545,846
Due to Distributor...................................................... 27,016 572,862
___________ _____________
NET ASSETS ................................................................ $2,671,814,937
===============
REPRESENTED BY:
Paid-in capital......................................................... $2,672,134,771
Accumulated net realized (loss) on investments.......................... (319,834)
_____________
NET ASSETS at value......................................................... $2,671,814,937
===============
Shares of Beneficial Interest outstanding:
Class A shares
(unlimited number of $.001 par value shares authorized)............... 2,215,395,089
===============
Class B shares
(unlimited number of $.001 par value shares authorized)............... 456,739,682
===============
NET ASSET VALUE per share:
Class A shares
($2,215,074,080 / 2,215,395,089 shares)............................... $1.00
======
Class B shares
($456,740,857/ 456,739,682 shares).................................... $1.00
======
See independent accountants' review report and notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF OPERATIONS SIX MONTHS ENDED JULY 31, 1996 (UNAUDITED)
INVESTMENT INCOME:
<S> <C> <C>
INTEREST INCOME......................................................... $81,268,722
EXPENSES:
Management fee-Note 2(a).............................................. $2,982,899
Distribution fees (Class B shares)-Note 2(b).......................... 557,750
___________
TOTAL EXPENSES.................................................... 3,540,649
____________
INVESTMENT INCOME-NET....................................................... 77,728,073
NET REALIZED (LOSS) ON INVESTMENTS-Note 1(b)................................ (121,913)
____________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $77,606,160
============
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED SIX MONTHS ENDED
JANUARY 31, JULY 31, 1996
1996 (UNAUDITED)
____________ ___________
<S> <C> <C>
OPERATIONS:
Investment income-net........................................... $ 151,199,266 $ 77,728,073
Net realized gain (loss) on investments........................... 428,428 (121,913)
____________ ____________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........ 151,627,694 77,606,160
____________ ____________
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net:
Class A shares.................................................. (141,323,993) (66,578,311)
Class B shares.................................................. (9,875,273) (11,149,762)
____________ ____________
TOTAL DIVIDENDS............................................. (151,199,266) (77,728,073)
____________ ____________
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares................................................ 19,851,202,552 9,988,594,608
Class B shares.................................................. 1,517,423,779 1,628,503,021
Dividends reinvested:
Class A shares.................................................. 38,568,632 21,789,196
Class B shares.................................................. 4,217,122 2,555,268
Cost of shares redeemed:
Class A shares.................................................. (19,264,692,986) (10,237,852,308)
Class B shares.................................................. (1,176,698,999) (1,604,601,804)
____________ ____________
INCREASE (DECREASE) IN NET ASSETS FROM BENEFICIAL
INTEREST TRANSACTIONS..................................... 970,020,100 (201,012,019)
____________ ____________
TOTAL INCREASE (DECREASE) IN NET ASSETS................... 970,448,528 (201,133,932)
NET ASSETS:
Beginning of period............................................... 1,902,500,341 2,872,948,869
____________ ____________
End of period..................................................... $ 2,872,948,869 $ 2,671,814,937
================ =================
</TABLE>
DREYFUS CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
DREYFUS CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Cash Management (the "Fund") is registered under the Investment
Company Act of 1940 ("Act") as a diversified open-end management investment
company. The 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. The Dreyfus Corporation ("Manager") serves
as the Fund's investment adviser. The Manager is a direct subsidiary of
Mellon Bank, N.A.
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold without a sales load. The
Fund offers both Class A and Class B shares. 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.
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. There is no
assurance, however, that the Fund will be able to maintain a stable net asset
value of $1.00.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which may require the use of management
estimates and assumptions. Actual results could differ from those estimates.
(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.
DREYFUS CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(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 applicable provisions of the Internal Revenue Code, and to make
distributions of taxable income sufficient to relieve it from substantially
all Federal income and excise taxes.
The Fund has an unused capital loss carryover of approximately $198,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to January 31, 1996. If not
applied, $10,000 of the carryover expires in fiscal 1999 and $188,000 expires
in fiscal 2003.
At July 31, 1996, 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 value
of the Fund's average daily net assets and is payable monthly.
Unless the Manager gives the Fund's investors 90 days notice to the
contrary, the Manager and not the Fund, will be liable for Fund expenses
(exclusive of taxes, brokerage, interest on borrowings and, with the prior
written consent of the necessary state securities commissions, extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
the management fee, and with respect to the Fund's Class B shares, Rule 12b-1
Service Plan expenses.
The Manager compensates Dreyfus Transfer, Inc., a wholly-owned
subsidiary, under a transfer agency agreement, for providing personnel and
facilities to perform transfer agency services for the Fund. Such
compensation amounted to $9,385 during the six months ended July 31, 1996.
(B) Under the Class B Service Plan (the "Plan") adopted pursuant to Rule
12b-1 under the Act, the Fund (a) reimburses the Distributor for distributing
the Fund's Class B shares and (b) pays the Manager and Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager, and their affiliates
(collectively "Dreyfus") for advertising and marketing relating to the Fund's
Class B shares and for providing certain services relating to Class B
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 ("Servicing"), at an aggregate annual
rate of .25 of 1% of the value of the average daily net assets of Class B.
Both the Distributor and Dreyfus may pay one or more Service Agents (a
securities dealer, financial institutional or other industry professional) a
fee in respect of the Funds' Class B shares owned by the shareholders with
whom the Service Agent has a Servicing relationship or for whom the Service
Agent is the dealer or holder of record. Both the Distributor and Dreyfus
determine the amounts, if any, to be paid to the Service Agents under the
Plan and the basis on which such payments are made. The fees payable under the
Plan are payable without regard to actual expenses incurred. During the six
months ended July 31, 1996, $557,750 was charged to the Fund, pursuant to the
Plan.
(C) Each trustee who is not an "affiliated person" as defined in the Act
receives an annual fee of $3,000 and an attendance fee of $500 per meeting.
Dreyfus Cash Management
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information, with respect to Class A shares
(to be designated as Institutional Shares), for each of the ten
years in the period ended January 31, 1996 and for the six
month period ended July 31, 1996 (Unaudited), and, with respect
to Class B shares (to be designated as Investor Shares), for
the period from January 10, 1994 (commencement of initial
offering) to January 31, 1994, for each of the two years in the
period ended January 31, 1996, and for the six month period
ended July 31, 1996 (Unaudited).
Included in Part B of the Registration Statement:
Statement of Investments--January 31, 1996.
Statement of Assets and Liabilities--January 31, 1996.
Statement of Operations--year ended January 31, 1996.
Statement of Changes in Net Assets--for the year ended
January 31, 1995 and 1996.
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent Auditors, dated
March 5, 1996.
Statement of Investments--July 31, 1996 (Unaudited).
Statement of Assets and Liabilities--July 31, 1996
(Unaudited).
Statement of Operations--six months ended July 31, 1996
(Unaudited).
Statement of Changes in Net Assets--year ended January 31,
1996 and six month period ended July 31, 1996 (Unaudited).
Notes to Financial Statements (Unaudited)
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) of Post-
Effective Amendment No. 12 to the Registration Statement on Form
N-1A, filed on September 30, 1993.
(2) Registrant's By-Laws are incorporated by reference to Exhibit (2)
of Post-Effective Amendment No. 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 is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 15 to the Registration Statement
on Form N-1A, filed on March 24, 1995.
(6) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 15 to the Registration Statement
on Form N-1A, filed on March 24, 1995.
(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.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Post-Effective Amendment No. 15 to
the Registration Statement on Form N-1A, filed on October 25,
1995.
(11) Consent of Independent Auditors.
(15) Service Plan.
(16) Schedules of Computation of Performance Data for Class A shares
and Class B shares are incorporated by reference to Post-Effective
Amendment No. 13 to the Registration Statement on Form N-1A, filed
on May 27, 1994.
(18) Rule 18f-3 Plan.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Power of Attorney of Trustees.
(b) Power of Attorney of Officer.
(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 September 4, 1996
______________ _______________________________
Shares of Beneficial Interest
(Par Value $.001)
Class A shares. . . . . . . . . . . . . . . 932
Class B shares. . . . . . . . . . . . . . . 196
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.
Item 27. Indemnification (continued)
_______ _______________
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) of Post-Effective Amendment No. 15 to the Registration
Statement on Form N-1A, filed on March 24, 1995.
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
Management, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
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
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and Member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE None
Director
JULIAN M. SMERLING None
Director
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
and a Director Officer:
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*****;
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization, Inc.***;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
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 Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Vice President:
The Dreyfus Trust Company++
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
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 Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
The Truepenny Corporation+
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 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 Atrium Building,
80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners 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 Plus, Inc.
14) Dreyfus Connecticut Intermediate Municipal Bond Fund
15) Dreyfus Connecticut Municipal Money Market Fund, Inc.
16) Dreyfus Florida Intermediate Municipal Bond Fund
17) Dreyfus Florida Municipal Money Market Fund
18) The Dreyfus Fund Incorporated
19) Dreyfus Global Bond Fund, Inc.
20) Dreyfus Global Growth Fund
21) Dreyfus GNMA Fund, Inc.
22) Dreyfus Government Cash Management
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 Institutional Money Market Fund
28) Dreyfus Institutional Short Term Treasury Fund
29) Dreyfus Insured Municipal Bond Fund, Inc.
30) Dreyfus Intermediate Municipal Bond Fund, Inc.
31) Dreyfus International Equity Fund, Inc.
32) The Dreyfus/Laurel Funds, Inc.
33) The Dreyfus/Laurel Funds Trust
34) The Dreyfus/Laurel Tax-Free Municipal Funds
35) Dreyfus Stock Index Fund, Inc.
36) Dreyfus LifeTime Portfolios, Inc.
37) Dreyfus Liquid Assets, Inc.
38) Dreyfus Massachusetts Intermediate Municipal Bond Fund
39) Dreyfus Massachusetts Municipal Money Market Fund
40) Dreyfus Massachusetts Tax Exempt Bond Fund
41) Dreyfus MidCap Index Fund
42) Dreyfus Money Market Instruments, Inc.
43) Dreyfus Municipal Bond Fund, Inc.
44) Dreyfus Municipal Cash Management Plus
45) Dreyfus Municipal Money Market Fund, Inc.
46) Dreyfus New Jersey Intermediate Municipal Bond Fund
47) Dreyfus New Jersey Municipal Bond Fund, Inc.
48) Dreyfus New Jersey Municipal Money Market Fund, Inc.
49) Dreyfus New Leaders Fund, Inc.
50) Dreyfus New York Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond Fund
54) Dreyfus New York Tax Exempt Money Market Fund
55) Dreyfus 100% U.S. Treasury Intermediate Term Fund
56) Dreyfus 100% U.S. Treasury Long Term Fund
57) Dreyfus 100% U.S. Treasury Money Market Fund
58) Dreyfus 100% U.S. Treasury Short Term Fund
59) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
60) Dreyfus Pennsylvania Municipal Money Market Fund
61) Dreyfus Short-Intermediate Government Fund
62) Dreyfus Short-Intermediate Municipal Bond Fund
63) Dreyfus Investment Grade Bond Funds, Inc.
64) The Dreyfus Socially Responsible Growth Fund, Inc.
65) Dreyfus Tax Exempt Cash Management
66) The Dreyfus Third Century Fund, Inc.
67) Dreyfus Treasury Cash Management
68) Dreyfus Treasury Prime Cash Management
69) Dreyfus Variable Investment Fund
70) Dreyfus Worldwide Dollar Money Market Fund, Inc.
71) General California Municipal Bond Fund, Inc.
72) General California Municipal Money Market Fund
73) General Government Securities Money Market Fund, Inc.
74) General Money Market Fund, Inc.
75) General Municipal Bond Fund, Inc.
76) General Municipal Money Market Fund, Inc.
77) General New York Municipal Bond Fund, Inc.
78) General New York Municipal Money Market Fund
79) Dreyfus S&P 500 Index Fund
80) Premier Insured Municipal Bond Fund
81) Premier California Municipal Bond Fund
82) Premier Equity Funds, Inc.
83) Premier Global Investing, Inc.
84) Premier GNMA Fund
85) Premier Growth Fund, Inc.
86) Premier Municipal Bond Fund
87) Premier New York Municipal Bond Fund
88) Premier State Municipal Bond Fund
89) Premier Strategic Growth Fund
90) Premier Value 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+ Senior Vice President, Treasurer Vice President
and Chief Financial Officer and Assistant
Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Roy M. Moura+ First Vice President None
Dale F. Lampe+ Vice President None
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Elizabeth A. Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, 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 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 19th day of September, 1996.
DREYFUS CASH MANAGEMENT
BY: /s/Marie E. Connolly*
----------------------------
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, 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 09/19/96
- -------------------------- (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/David W. Burke* Trustee 09/19/96
- --------------------------
David W. Burke
/s/Isabel P. Dunst* Trustee 09/19/96
- --------------------------
Isabel P. Dunst
/s/Lyle E. Gramley* Trustee 09/19/96
- --------------------------
Lyle E. Gramley
/s/Warren B. Rudman* Trustee 09/19/96
- --------------------------
Warren B. Rudman
*BY: ______________________
Richard W. Ingram
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
(9) Shareholder Service Plan
(11) Consent of Independent Auditors
(15) Service Plan
(18) Rule 18f-3 Plan
OTHER EXHIBITS
(a) Power of Attorney of Trustees
(b) Power of Attorney of Officers
(c) Certificate of Assistant Secretary
DREYFUS CASH MANAGEMENT
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
of the Fund or class of Fund shares set forth on Exhibit A hereto, as such
Exhibit may be revised from time to time, or (b) if no series or classes
are set forth on such Exhibit, shareholders of the Fund. 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" as defined in Article III, Section 26 (a "Service Fee"),
of the NASD Rules of Fair Practice (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 Fund assets 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 its
shareholders.
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 Fund's average daily net assets 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, or each series or class identified on Exhibit A, 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 of the Fund or the net assets
attributable to each series or class of Fund shares identified on Exhibit
A, 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.
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. 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. 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. 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 and shall
not be binding upon any Board member, officer or shareholder of the Fund
individually.
Dated: December 14, 1994
Revised: September 11, 1996
Effective (as Revised): November 20, 1996
EXHIBIT A
Name of Class
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 5, 1996, in this Registration Statement (Form N-1A 2-94930)
of Dreyfus Cash Management.
ERNST & YOUNG LLP
New York, New York
September 17, 1996
DREYFUS CASH MANAGEMENT
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 class 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 the 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 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 holders 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 for 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 in Article III,
Section 26 of the NASD Rules of Fair Practice.
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 such class 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 and shall
not be binding upon any Board member, officer or shareholder of the Fund
individually.
Dated: May 24, 1994
Revised: September 11, 1996
Effective (as Revised): November 20, 1996
EXHIBIT A
Fee as a percentage of average the
Name of Class daily net assets of the Class
Administrative Shares .10%
Investor Shares .25%
Participant Shares .40%
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 on
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: September 11, 1996
Effective (as Revised): November 20, 1996
SCHEDULE A
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government 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 average the
Name of Class daily 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
Dreyfus Institutional Short Term Treasury Fund
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
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth A. Bachman,
Marie E. Connolly, Richard W. Ingram and John E. Pelletier 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 Dreyfus Cash Management
(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.
_______________________________________
July 26, 1996
/s/David W. Burke
David W. Burke
/s/Isabel P. Dunst
Isabel P. Dunst
/s/Lyle E. Gramley
Lyle E. Gramley
/s/Warren B. Rudman
Warren B. Rudman
Other Exhibit
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth A. Bachman,
Douglas C. Conroy, Richard W. Ingram, Mary A. Nelson and John E. Pelletier
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 Dreyfus Cash
Management (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.
August 2, 1996
_________________________________
Marie E. Connolly, President
ASSISTANT SECRETARY'S CERTIFICATION
I, ELIZABETH A. BACHMAN, Assistant Secretary of Dreyfus Cash
Management (the "Fund") hereby certify that the following resolution was
adopted by the Board of the Fund authorizing the signing by Elizabeth A.
Bachman, Marie E. Connolly, Richard W. Ingram and John E. Pelletier on
behalf of the proper officers of the Fund pursuant to a power of attorney:
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto may be signed
by any one of Elizabeth A. Bachman, Marie E. Connolly,
Richard W. Ingram and John E. Pelletier, as the
attorney-in-fact for the proper officers of the Fund,
with full power of substitution and resubstition; 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 2st day of
August, 1996.
Elizabeth A. Bachman
Assistant Secretary
(SEAL)
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</TABLE>
