August 24, 1994
DREYFUS TREASURY CASH MANAGEMENT
SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 30, 1993
THE FOLLOWING ANTICIPATED CHANGES HAVE OCCURRED:
I. CONSUMMATION OF THE MERGER
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
On this date, the previously announced merger between The Dreyfus
Corporation ("Dreyfus") and a subsidiary of Mellon Bank Corporation
("Mellon") was completed, and as a result, Dreyfus now is a wholly-owned
subsidiary of Mellon Bank, N.A. instead of a publicly-owned corporation.
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, Mellon managed more than $130 billion in assets as of July
31, 1994, including approximately $6 billion in mutual fund assets. As of
June 30, 1994, various subsidiaries of Mellon provided non-investment
services, such as custodial or administration services, for more than $747
billion in assets, including approximately $97 billion in mutual fund assets.
II. NEW DISTRIBUTOR
THE FOLLOWING INFORMATION SUPERSEDES AND REPLACES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS AND SPECIFICALLY IN THE
SECTION ENTITLED "HOW TO BUY FUND SHARES."
The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor is a wholly-owned subsidiary of Institutional Administration
Services, Inc., a provider of mutual fund administration services, the parent
company of which is Boston Institutional Group, Inc.
Accordingly, references in the Prospectus to Dreyfus Service
Corporation as the Fund's distributor should be substituted with Premier
Mutual Fund Services, Inc.
III. NEW RULE 12B-1 PLAN ARRANGEMENTS IMPLEMENTED
THE FOLLOWING INFORMATION SUPERSEDES AND REPLACES THE INFORMATION
CONTAINED IN THE SECTION IN THE FUND'S PROSPECTUS ENTITLED "SERVICE PLAN."
(CLASS B ONLY)
Class B shares are subject to a Service Plan adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940. Under the Service Plan, the
Fund (a) reimburses the Distributor for distributing the Fund's Class B
shares and (b) pays The Dreyfus Corporation, Dreyfus Service Corporation and
any affiliate of either of them (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
(CONTINUED ON REVERSE SIDE)
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.
Each of the Distributor and Dreyfus may pay one or more Service Agents a fee
in respect of the Fund's Class B 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.
IV. RESULTS OF FUND SHAREHOLDER VOTE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
On August 5, 1994, the Fund's shareholders voted to (a) approve (i) a
new investment advisory agreement with Dreyfus, and (ii) as to the Fund's
Class B shares only, a new Service Plan, each of which became effective upon
consummation of the merger between Dreyfus and a subsidiary of Mellon; and
(b) change certain of the Fund's fundamental policies and investment
restrictions to permit the Fund to (i) borrow money only from banks for
temporary or emergency (not leveraging) purposes in an amount up to 15% of
the value of the Fund's total assets, (ii) pledge its assets to the extent
necessary to secure borrowings and make such policy non-fundamental, and
(iii) make the Fund's fundamental policy and investment restriction which
limits investment in illiquid securities to 10% of the Fund's net assets
non-fundamental.
521/673stkr082494
