- ------------------------------------------------------------------------------
COMBINED PROSPECTUS APRIL 1, 1997
AS REVISED MAY 20, 1997
DREYFUS CASH MANAGEMENT FUNDS
[INSTITUTIONAL SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK
CITY INCOME TAXES.
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 FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING INSTITUTIONAL SHARES.
INVESTORS CAN INVEST, REINVEST OR REDEEM INSTITUTIONAL SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN 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.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT 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 APRIL 1, 1997, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP://WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses........................... 3
Condensed Financial Information.......................... 4
Yield Information........................................ 7
Description of the Funds................................. 7
Management of the Funds.................................. 10
How to Buy Shares........................................ 11
Shareholder Services..................................... 12
How to Redeem Shares..................................... 13
Shareholder Services Plan................................ 14
Dividends, Distributions and Taxes....................... 14
General Information...................................... 16
Appendix................................................. 18
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
INSTITUTIONAL
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees................................................................. None
Total Fund Operating Expenses.............................................. .20%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
INSTITUTIONAL
SHARES
1 YEAR....................................... $ 2
3 YEARS...................................... $ 6
5 YEARS ..................................... $11
10 YEARS..................................... $26
</TABLE>
- ------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Institutional
Shares, the payment of which will reduce investors' annual return. As to each
Fund's Institutional Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all Fund expenses (exclusive of taxes,
brokerage, interest on borrowings and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses) other than
the management fee payable by the Fund monthly at the annual rate of .20 of
1% of the value of the Fund's average daily net assets. Institutions and
certain Service Agents (as defined below) effecting transactions in
Institutional Shares for the accounts of their clients may charge their
clients direct fees in connection with such transactions; such fees are not
reflected in the foregoing table. See "Management of the Funds," "How to Buy
Shares" and "Shareholder Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund accompany the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for an Institutional Share outstanding, total investment return, ratios to
average net assets and other supplemental data for each period indicated.
This information has been derived from the relevant Fund's financial
statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
------------------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
------------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997*
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
<S> <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
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
INVESTMENT OPERATIONS:
Investment income-net .066 .076 .091 .080 .058 .036 .031 .042 .059 .053
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
DISTRIBUTIONS:
Dividends from investment
income-net........... (.066) (.076) (.091) (.080) (.058) (.036) (.031) (.042) (.059) (.053)
------ ------ ------ ------ ------ ------- ------ ----- ------- -------
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
====== ====== ====== ====== ====== ======= ====== ===== ======= =======
TOTAL INVESTMENT RETURN 6.77% 7.84% 9.44% 8.31% 5.96% 3.68% 3.15% 4.28% 6.03% 5.39%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets. 6.60% 7.42% 9.03% 7.99% 5.78% 3.60% 3.11% 4.08% 5.86% 5.27%
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation .03% .03% .02% .02% .03% .04% .03% -- -- --
Net Assets, end of year
(000's omitted).. $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 $2,758,317
DREYFUS CASH MANAGEMENT PLUS, INC.
-----------------------------------------------------------------------------------------
FOUR MONTHS ENDED
YEAR ENDED SEPTEMBER 30, JANUARY 31,
------------------------------------------------------------------ ------------------
1988(1) 1989 1990 1991 1992 1993 1994 1995 1996 1997*
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
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
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
INVESTMENT OPERATIONS:
Investment income-net. .071 .091 .083 .068 .043 .032 .036 .057 .055 .018
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
DISTRIBUTIONS:
Dividends from investment
income-net............ (.071) (.091) (.083) (.068) (.043) (.032) (.036) (.057) (.055) (.018)
-------- ---- ----- ---- ----- ----- ----- ------ ----- -------------
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
======== ==== ===== ==== ===== ===== ===== ====== ===== =============
TOTAL INVESTMENT RETURN. 7.45%(2) 9.49% 8.65% 6.97% 4.39% 3.20% 3.65% 5.86% 5.59% 5.34%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets.... .20%(2) .20% .20% .20% .20% .20% .20% .20% .20% .20%(2)
Ratio of net investment income to
average net assets.... 7.13%(2) 9.35% 8.29% 6.62% 4.36% 3.15% 3.49% 5.81% 5.46% 5.32%(2)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation .07%(2) .07% .04% .04% .05% .04% .01% -- -- --
Net Assets, end of year
(000's omitted).... $125,266 $728,832 $1,177,475 $1,780,058 $2,300,382 $3,003,344 $1,893,485 $4,404,989 $4,766,312 $5,515,751
(1) From October 6, 1987 (commencement of operations) to September 30, 1988.
(2) Annualized.
* The Fund has changed its fiscal year end from September 30 to January 31. The information provided is from October 1,1996
through January 31, 1997.
Page 4
DREYFUS GOVERNMENT CASH MANAGEMENT
-----------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
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
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
INVESTMENT OPERATIONS:
Investment income-net...... .064 .074 .089 .079 .058 .037 .031 .041 .059 .053
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
DISTRIBUTION:
Dividends from investment
income-net................. (.064) (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059)(.053)
------ ----- ----- ----- ----- ----- ------- ----- ---- -----
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
====== ===== ===== ===== ===== ===== ======= ===== ==== =====
TOTAL INVESTMENT RETURN...... 6.63% 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21% 6.01% 5.38%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets......... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets......... 6.48% 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% 5.25%
Decrease reflected in above expense
ratios due to undertaking by
The Dreyfus Corporation.... .04% .04% .05% .04% .04% .05% .03%. -- -- --
Net Assets, end of year
(000's omitted)..$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 $4,565,091
DREYFUS TREASURY CASH MANAGEMENT
------------------------------------------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997*
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
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
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
INVESTMENT OPERATIONS:
Investment income-net...... .066 .085 .082 .069 .045 .031 .032 .052 .054 .026
------ ------ ------ ------ ----- ----- ----- ----- ----- --------
DISTRIBUTIONS:
Dividends from investment
income-net................. (.066) (.085) (.082) (.069) (.045) (.031) (.032) (.052) (.054) (.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
====== ====== ====== ====== ===== ===== ===== ===== ===== ========
TOTAL INVESTMENT RETURN........ 6.81% 8.88% 8.56% 7.10% 4.62% 3.14% 3.27% 5.34% 5.51% 5.20%
(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses
to average net assets...... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%(1)
Ratio of net investment income
to average net assets...... 6.62% 8.53% 8.19% 6.75% 4.45% 3.12% 3.18% 5.22% 5.35% 5.14%(1)
Decrease reflected in above expense ratios
due to undertaking
by The Dreyfus Corporation. .06% .05% .07% .06% .05% .04% .01% -- -- --
Net Assets, end of year
(000's omitted)... $722,268 $777,371 $1,558,493 $2,643,267 $4,103,056 $2,406,604 $1,982,582 $1,951,105 $2,419,830 $2,648,579
(1) Annualized.
*The Fund has changed its fiscal year end from July 31 to January 31. The information provided is from August 1,1996 through
January 31, 1997.
DREYFUS TREASURY PRIME CASH MANAGEMENT
----------------------------------------------------------------------------
ELEVEN MONTHS ENDED
YEAR ENDED FEBRUARY 28/29, January 31,
------------------------------------------------------- ------------------
1989(1) 1990 1991 1992 1993 1994 1995 1996 1997*
------- ----- ----- ----- ----- ----- ----- ---- ------------------
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
------- ----- ----- ----- ----- ----- ----- ---- --------
Investment Operations:
Investment income--net ............. .015 .083 .076 .055 .035 .030 .043 .055 .047
------- ----- ----- ----- ----- ----- ----- ---- --------
Distributions:
Dividends from investment income--net (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055) (.047)
------- ----- ----- ----- ----- ----- ----- ---- --------
Net asset value, end of year........ $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ===== ===== ===== ===== ===== ===== ==== ========
total investment return................. 8.44%(2) 8.67% 7.82% 5.67% 3.55% 3.02% 4.39% 5.65% 5.16%(2)
ratios/supplemental data:
Ratio of expenses to average net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%(2)
Ratio of net investment income to average net assets 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99% 4.26% 5.53% 5.05%(2)
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 $3,046,582
(1) From December 27, 1988 (commencement of operations) to February 28, 1989.
(2) Annualized.
* The Fund has changed its fiscal year end from the last day of February to January 31. The information provided is from
March 1,1996 through January 31, 1997. Page 5
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
---------------------------------------------------------------------
ONE MONTH ENDED
YEAR ENDED DECEMBER 31, January 31,
---------------------------------------------------------------------
1990(1) 1991 1992 1993 1994 1995 1996 1997*
------- ---- ---- ---- ---- ---- ---- ------
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..................... .013 .047 .031 .024 .027 .038 .034 .003
------- ---- ---- ---- ---- ---- ---- ------
DISTRIBUTIONS:
Dividends from investment income-net...... (.013) (.047) (.031) (.024) (.027) (.038) (.034) (.003)
------- ---- ---- ---- ---- ---- ---- ------
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...................... 5.90%(2) 4.75% 3.16% 2.44% 2.76% 3.85% 3.43% 3.41%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.... .20%(2) .20% .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% 3.38% 3.38%(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 $364,583 $192,710 $194,088 $155,913 $158,952
(1) From October 15, 1990 (commencement of operations) to December 31, 1990.
(2) Annualized.
*The Fund has changed its fiscal year end from December 31 to January 31. The information provided is from January 1, 1997
through January 31, 1997.
DREYFUS TAX EXEMPT CASH MANAGEMENT
-------------------------------------------------------------------------------------
YEAR ENDED JANUARY 31,
-------------------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
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
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net...... .044 .052 .062 .057 .042 .028 .023 .028 .037 .033
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment
income-net................. (.044) (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037) (.033)
----- ----- ----- ----- ----- ------ ----- ----- ----- -----
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
===== ===== ===== ===== ===== ====== ===== ===== ===== =====
TOTAL INVESTMENT RETURN........ 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72% 3.31%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets......... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets......... 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64% 3.25%
Decrease reflected in above
expense ratios due to
undertaking by
The Dreyfus Corporation.... .03% .03% .04% .03% .05% .04% .04% -- -- --
Net Assets, end of year
(000's omitted)..$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 $1,646,151
Dreyfus New York Municipal Cash Management
---------------------------------------------------------------
Six Months Ended
Year Ended July 31, January 31,
---------------------------------------------------------------
1992(1) 1993 1994 1995 1996 1997*
-------- ------- ------- ------- ------- ----------
PER SHARE DATA:
Net asset value, beginning of year............................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- ------- ----------
Investment Operations:
Investment income--net ....................................... .022 .023 .022 .034 .034 .017
-------- ------- ------- ------- ------- ----------
Distributions:
Dividends from investment income-net.......................... (.022) (.023) (.022) (.034) (.034) (.017)
-------- ------- ------- ------- ------- ----------
Net asset value, end of year.................................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= ======= ==========
TOTAL INVESTMENT RETURN ........................................ 3.02%(2) 2.27% 2.23% 3.46% 3.44% 3.29%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets....................... .20%(2) .20% .20% .20% .20% .20%(2)
Ratio of net investment income to average net assets.......... 2.71%(2) 2.20% 2.18% 3.42% 3.33% 3.28%(2)
Decrease reflected in above expense ratios due to
undertaking by The Dreyfus Corporation........................ .37%(2) .18% .06% -- -- --
Net Assets, end of year (000's omitted)....................... $76,830 $116,527 $82,755 $101,309 $132,370 $132,686
(1) From November 4, 1991 (commencement of operations) to July 31, 1992.
(2) Annualized.
*The Fund has changed its fiscal year end from July 31 to January 31. The information provided is from August 1,1996 through
January 31, 1997.
</TABLE>
Page 6
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Institutional Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It can be
expected that these yields will fluctuate substantially. The yield for
Institutional Shares of the Fund refers to the income generated by an
investment in Institutional Shares of the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then annualized.
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in Institutional
Shares of the Fund is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment. A Fund's yield and effective yield for Institutional
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management, and Dreyfus New York Municipal Cash Management (collectively, the
"Tax Exempt Funds"), tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate (in the case of
Dreyfus New York Municipal Cash Management, typically the highest combined
Federal, New York State, and New York City personal income tax rates), would
be equivalent to a stated yield or effective yield calculated as described
above.
Yield information is useful in reviewing the performance of a Fund's
Institutional Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.
Comparative performance information may be used from time to time in
advertising or marketing Fund shares, including data from Lipper Analytical
Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund Reporttrademark,
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 FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have
agreed to transmit copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for whose account the
institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the
instrument was rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
will purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Fund's Board. The nationally recognized statistical rating
organizations
Page 7
currently rating instruments of the type Dreyfus Cash Management, Dreyfus
Cash Management Plus, and each Tax Exempt Fund may purchase are Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group
("S&P"), Duff & Phelps Credit Rating Co., Fitch Investors Service, L.P.
("Fitch"), IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and
their rating criteria are described in the applicable "Appendix" to
the Statement of Additional Information. For further information regarding
the amortized cost method of valuing securities, see "Determination of Net
Asset Value" in the Statement of Additional Information. There can be no
assurance that a Fund will be able to maintain a stable net asset value of
$1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix--Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of foreign
banks and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities and enter into reverse repurchase agreements. See
"Appendix _ Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT -- The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix--Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix--Investment
Techniques_Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT -- The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix--Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT -- The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix--Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS -- The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in Municipal Obligations. Municipal Obligations are debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal
income tax. Municipal Obligations generally include debt obligations issued
to obtain funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities. Municipal
Obligations bear fixed, floating or variable rates of interest. See
"Appendix--Certain Portfolio Securities."
From time to time, the Fund may invest more than 25% of the value
of its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
From time to time, on a temporary basis other than for temporary
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, each Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix--Certain Portfolio Securities_Taxable Investments."
Page 8
DREYFUS TAX EXEMPT CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations, which are subject to New York State and New York City
income tax, and in Taxable Investments. See "Investment Considerations and
Risks _ Investing in New York Municipal Obligations" below, "Dividends,
Distributions and Taxes," and "Appendix -- Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
To the extent each of these Funds' investments are concentrated in the
banking industry, the Fund will have correspondingly greater exposure to the
risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. Each Fund, however, will seek to minimize
its exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
- -- Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in securities
issued by other foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper issued
by foreign issuers. Accordingly, the Fund may be subject to additional
investment risks with respect to such securities that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. Such risks include possible future political and
economic developments, seizure or nationalization of foreign deposits,
imposition of foreign withholding taxes on interest income payable on the
securities, establishment of exchange controls, or adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may invest more than 25% of the value of
its total assets in Municipal Obligations which are related in such a way
that an economic, business or political development or change affecting one
such security also would affect the other securities; for example, securities
the interest upon which is paid from revenues of similar types of projects,
or securities whose issuers are located in the same state. As a result, each
of these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds may invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Page 9
Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
either of these Funds. Proposals that may restrict or eliminate the income tax
exemption for interest on Municipal Obligations may be introduced in the
future. If any such proposal were enacted that would reduce the availability
of Municipal Obligations for investment by these Funds so as to adversely
affect Fund shareholders, each Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of Municipal Obligation as taxable, the Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Since Dreyfus New York Municipal Cash Management is
concentrated in securities issued by New York or entities within New York, an
investment in the Fund may involve greater risk than investments in certain
other types of money market funds. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-97. There can be no assurance that the State will not face substantial
potential budget gaps in future years. Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of as a "non-diversified" investment company means that the
proportion of the Fund's assets that may be invested in the securities of a
single issuer is not limited by the 1940 Act. A "diversified" investment
company is required by the 1940 Act generally, with respect to 75% of its
total assets, to invest not more than 5% of such assets in the securities of
a single issuer. Since a relatively high percentage of the Fund's assets may
be invested in the obligations of a limited number of issuers, the Fund's
investments may be more sensitive to changes in the market value of a single
issuer. However, to meet Federal tax requirements, at the close of each
quarter the Fund may not have more than 25% of its total assets invested in
any one issuer and, with respect to 50% of total assets, not more than 5% of
its total assets invested in any one issuer. These limitations do not apply
to U.S. Government securities.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of April 30, 1997, The Dreyfus Corporation managed
or administered approximately $83 billion in assets for approximately 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of the Fund's Board in accordance with
Maryland law, with respect to Dreyfus Cash Management Plus, and in accordance
with Massachusetts law, with respect to each other Fund.
Page 10
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
$259 billion in assets as of March 31, 1997, including approximately $88
billion in proprietary mutual fund assets. As of March 31, 1997, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.061 trillion in
assets, including approximately $58 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 Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the management fee payable by the Fund
monthly at the annual rate of .20 of 1% of the value of the Fund's average
daily net assets. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, 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 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus Cash Management
Plus, Dreyfus Government Cash Management, Dreyfus Treasury Cash Management,
and Dreyfus Treasury Prime Cash Management.
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Institutional Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Institutional Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") 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.
Page 11
Institutional Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. To place an order by telephone or to determine whether
their automated facilities are compatible with the Fund's, investors should
call one of the telephone numbers listed under "General Information" in this
Prospectus.
Institutional Shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper form and
Federal Funds (monies of member banks in the Federal Reserve System which are
held on deposit at a Federal Reserve Bank) are received by the Custodian,
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.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT -- Each of these Fund's net asset value per share is
determined twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m.,
California time, and (ii) as of 8:00 p.m., New York time/5:00 p.m.,
California time, on each day the New York Stock Exchange or, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus only, the New York Stock
Exchange or the Transfer Agent, is open for business. 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.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York Time, or whose orders are placed, and payments received in
Federal Funds by the Sub-custodian (Wells Fargo Bank) by 12:00 Noon,
California time, will become effective at the price determined at 5:00 p.m.,
New York time, on that day. Shares so purchased will receive the dividend
declared on that day.
Orders placed with Dreyfus Institutional Services Division in New
York after 12:00 Noon, New York time, but prior to 5:00 p.m., New York time,
and payments for which are received in or converted into Federal Funds by the
Custodian (The Bank of New York) by 6:00 p.m., New York time, also will
become effective at the price determined at 5:00 p.m., New York time, on that
day. Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue dividends on the business day following the date the
order became effective. Orders in proper form effected between 5:00 p.m. and
8:00 p.m., New York time, by a means other than an automated interface or
trading system will become effective on the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- Each of these Fund's net
asset value per share is determined twice daily as of (i) 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business. 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.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York time, will be effective at the price determined at 12:00 Noon,
New York time, on that day. Shares so purchased will receive the dividend
declared on that day.
Orders effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue dividends on the business day following the date the
order became effective. Orders in proper form effected between 12:00 Noon and
8:00 p.m., New York time, by a means other than an automated interface or
trading system will become effective on the following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Institutional
Shares of a Fund, Institutional Shares of any other Fund or of Dreyfus
Institutional Short Term Treasury Fund, which has different investment
objectives and management policies that may be of interest to investors. Upon
an exchange into a new account the following
Page 12
shareholder services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the exchange is made:
Telephone Exchange Privilege, Redemption by Wire or Telephone, Redemption
Through Compatible Automated Facilities and the dividend/capital gain
distribution option selected by the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Before any
exchange into a Dreyfus Institutional Short Term Treasury Fund, the investor
must obtain and should review a copy of the Fund's current prospectus, which
may be obtained by calling one of the telephone numbers listed under "General
Information" in this Prospectus. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form. No
fees currently are charged investors directly in connection with exchanges,
administrative although each Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal administrative fee in
accordance with rules promulgated by the Securities and Exchange Commission.
Each Fund reserves the right to reject any exchange request in whole or in
part. The availability of Fund Exchanges may be modified or terminated at any
time upon notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Institutional Shares and purchase
shares of another class of a fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Institutional Shares of a Fund, in Institutional
Shares of any other Fund or of Dreyfus Institutional Short Term Treasury
Fund, if the investor is a shareholder in such fund. The amount an investor
designates, which can be expressed either in terms of a specific dollar or
share amount, will be exchanged automatically on the first and/or fifteenth
of the month according to the schedule that the investor has selected. Shares
will be exchanged at the then-current net asset value. The right to exercise
this Privilege may be modified or cancelled by the Fund or the Transfer
Agent. An investor may modify or cancel the exercise of this Privilege at any
time by mailing written notification to Dreyfus Institutional Services
Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New
York 11556-0144. Each Fund may charge a service fee for the use of this
Privilege. No such fee currently is contemplated. For more information
concerning this Privilege 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 SHARES
GENERAL
Investors may request redemption of Institutional Shares at any
time and the shares will be redeemed at the next determined net asset value.
None of the Funds imposes charges when Institutional Shares are
redeemed. Service Agents or other institutions may charge their clients a fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Institutional Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT -- If a redemption request is received in proper form, and
transmitted to the Custodian (The Bank of New York) in New York by 5:00 p.m.,
New York time, or transmitted to the Sub-custodian (Wells Fargo Bank) in
California 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. A redemption request received by Dreyfus Institutional Service
Division after 12:00 Noon, California time, for transmission to the
Sub-custodian (Wells Fargo Bank) will not be processed until the following
business day. A redemption request effected through an automated interface or
trading system after 5:00 p.m., New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend declared on that day, and the proceeds of redemption, if wire
transfer is requested, ordinarily will be transmitted in Federal Funds on the
next business day. A redemption request in proper form effected between 5:00
p.m. and 8:00 p.m., New York time, for transmission to the Custodian (The
Bank of New York), by a means other than an automated interface or trading
system will not be effective until the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a redemption request is
received in proper form, and transmitted to the Custodian (The Bank of New
York) in New York 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
Page 13
receive the dividend declared on that day. A redemption request effected
through an automated interface or trading system after 12:00 Noon, New York
time, but prior to 8:00 p.m., New York time, will be effective on that day,
the shares will receive the dividend declared on that day, and the proceeds
of redemption, if wire transfer is requested, ordinarily will be transmitted
in Federal Funds on the next business day. A redemption request in proper
form effected between 12:00 Noon and 8:00 p.m., New York time, by a means
other than an automated interface or trading system will not be effective
until the following business day.
PROCEDURES
Investors may redeem Institutional Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Institutional Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Institutional Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Institutional Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming Institutional Shares in this manner.
SHAREHOLDER SERVICES PLAN
Each Fund'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 Fund's average daily net assets attributable to
Institutional Shares for certain allocated expenses of providing personal
services to, and/or maintaining accounts of, holders of Institutional Shares.
The services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts. The Dreyfus Corporation, and not the
Fund, currently reimburses Dreyfus Service Corporation for any such allocated
expenses with respect to Institutional Shares. See "Management of the Funds."
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on
each day the New York Stock Exchange or the Transfer Agent, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus only, or the New York Stock
Exchange, as to each other Fund, is open for business. Institutional Shares
begin earning income dividends on the day the purchase order is effective.
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 of the redemption. Distributions from net realized securities
gains, if any, generally are declared and paid once a year, but the Fund may
make distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized
or have expired. Investors may choose whether to receive distributions
Page 14
in cash or to reinvest in additional Institutional Shares at net asset value.
All expenses are accrued daily and deducted before declaration of dividends
to investors. Dividends paid by each class of shares will be calculated at
the same time and in the same manner and will be in the same amount, except
that the expenses attributable solely to a class will be borne exclusively by
such class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund derived from net
investment income, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are taxable
as ordinary income, whether received in cash or reinvested in additional Fund
shares, if the beneficial holder of shares is a citizen or resident of the
United States. No dividend paid by a Fund will qualify for the dividends
received deduction allowable to certain U.S. corporations. Distributions from
net realized long-term securities gains, 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%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to certain state and local taxes.
Although all or a substantial portion of the dividends paid by each Tax
Exempt Fund may be excluded by the beneficial holders of Fund shares from
their gross income for Federal income tax purposes, each Tax Exempt Fund may
purchase specified private activity bonds, the interest from which may be (i)
a preference item for purposes of the alternative minimum tax, or (ii) a
factor in determining the extent to which the Social Security benefits of a
beneficial holder of Fund shares are taxable. If a Tax Exempt Fund purchases
such securities, the portion of the Fund's dividends related thereto will not
necessarily be tax exempt to a beneficial holder of Fund shares who is
subject to the alternative minimum tax and/or tax on Social Security benefits
and may cause a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to
Fund shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to backup withholding, as described below, unless the foreign
person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt Fund pays dividends derived from taxable income, it
intends to designate as taxable the same percentage of the day's dividend as
the actual taxable income earned on that day bears to total income earned on
that day. Thus, the percentage of the dividend designated as taxable, if any,
may vary from day to day.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the
Page 15
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 believes that each Fund has qualified for the fiscal
year ended January 31, 1997 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 the Fund
of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management and
Dreyfus Treasury Prime Cash Management each are organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust, and
commenced operations on November 4, 1991, October 15, 1990, September 4,
1986, and December 27, 1988, respectively. Each of these Funds is authorized
to issue an unlimited number of shares of beneficial interest, par value
$.001 per share. Dreyfus Cash Management Plus was incorporated under Maryland
law on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class except
as otherwise required by law or with respect to any matter which affects only
one class.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) -- Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each of these Funds' 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 the Fund or its Trustees. Each Trust Agreement provides for
indemnification from the Fund's property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be
unable to meet its obligations, a possibility which management believes is
remote. Upon payment of any liability incurred by a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will 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
Trustees.
DREYFUS CASH MANAGEMENT PLUS -- Unless otherwise required by the 1940 Act,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and the holders
of at least 25% of such shares may require the Fund to hold a special meeting
of shareholders for any other purpose. Fund shareholders may remove a
Director by the affirmative vote of a majority of the Fund's outstanding
voting shares. In addition, the Fund's Board will call a meeting of
shareholders for the purpose of electing Directors if, at any time less than
a majority of the Directors then holding office have been elected by
shareholders.
ALL FUNDS -- The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Institutional Shares should call
such institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly,
Page 16
banks will perform only administrative and shareholder servicing functions.
While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
Page 17
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of
the value of a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) -- Each of these Funds may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 33 1/3%, as to
Dreyfus Cash Management Plus, or 20%, as to Dreyfus Government Cash
Management, of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or as to Dreyfus Government Cash Management, 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 ar
e terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) -- The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) -- Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is deemed
advisable. A segregated account of the Fund consisting of permissible liquid
assets 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. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) -- Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes, and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) -- Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
Page 18
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) -- E
ach of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds -- Investment
Considerations and Risks -- Bank Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer. These
instruments reflect the obligation both of the bank and the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) -- The
Fund may purchase floating and variable rate demand notes and bonds, which
are obligations ordinarily having stated maturities in excess of 13 months,
but which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more than
30 days' notice. Variable rate demand notes include master demand notes which
are obligations that permit the Fund to invest fluctuating amounts, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. Because these obligations are direct lending arrangements
between the lender and borrower, it is not contemplated that such instruments
generally will be traded, and there generally is no established secondary
market for these obligations, although they are redeemable at face value,
plus accrued interest. Accordingly, where these obligations are not secured
by letters of credit or other credit support arrangements, the Fund's right
to redeem is dependent on the ability of the borrower to pay principal and
interest on demand.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) -- The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institutions providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing 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
Page 19
revenue bonds that generally do not carry the pledge of the credit of the
issuing municipality, but generally are guaranteed by the corporate entity on
whose behalf they are issued. Notes are short-term instruments which are
obligations of the issuing municipalities or agencies and are sold in
anticipation of a bond sale, collection of taxes or receipt of other revenues.
Municipal Obligations include municipal lease/purchase agreements which are
similar to installment purchase contracts for property or equipment issued by
municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase floating and variable rate
demand notes and bonds, which are tax exempt obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Each of these Funds may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment, the
Fund obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make
payment on demand. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a degree
the cost of the underlying Municipal Obligation and similarly decreasing such
security's yield to investors. Gains realized in connection with stand-by
commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
- -- Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund from Taxable Investments will be
taxable to investors. See "Dividends, Distributions and Taxes." Except for
temporary defensive purposes, at no time will more than 20% of the value of
the Fund's net assets be invested in Taxable
Page 20
Investments and, with respect to Dreyfus Tax Exempt Cash Management, in
Municipal Obligations the interest of which gives rise to a preference item
for the purpose of the alternative minimum tax. If a Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable instruments.
Under normal market conditions, none of these Funds anticipate that more than
5% of the value of its total assets will be invested in any one category of
Taxable Investments.
ILLIQUID SECURITIES -- Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
Page 21
[This Page Intentionally Left Blank]
Page 22
Copy Rights 1997 Dreyfus Service Corporation CMGT/p052097ist
Page 23
Prospectus
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus New York Municipal
Cash Management
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
Institutional Shares
Dreyfus
- ------------------------------------------------------------------------------
COMBINED PROSPECTUS APRIL 1, 1997
AS REVISED MAY 20, 1997
DREYFUS CASH MANAGEMENT FUNDS
[ADMINISTRATIVE SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK
CITY INCOME TAXES.
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 FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING ADMINISTRATIVE SHARES.
ADMINISTRATIVE SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED
IN ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
INVESTORS CAN INVEST, REINVEST OR REDEEM ADMINISTRATIVE SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN 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.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT 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 APRIL 1, 1997, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses........................ 3
Condensed Financial Information....................... 4
Yield Information..................................... 7
Description of the Funds.............................. 7
Management of the Funds............................... 10
How to Buy Shares..................................... 11
Shareholder Services.................................. 13
How to Redeem Shares.................................. 13
Service Plan.......................................... 14
Dividends, Distributions and Taxes.................... 14
General Information................................... 16
Appendix.............................................. 18
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
ADMINISTRATIVE
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .10%
Total Fund Operating Expenses.............................................. .30%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
ADMINISTRATIVE
SHARES
1 YEAR....................................... $ 3
3 YEARS...................................... $10
5 YEARS ..................................... $17
10 YEARS..................................... $38
</TABLE>
- ------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Administrative
Shares, the payment of which will reduce investors' annual return. As to each
Fund's Administrative Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all Fund expenses (exclusive of taxes,
brokerage, interest on borrowings and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses) other than
the following expenses, which will be borne by the Fund: (i) the management
fee payable by the Fund monthly at the annual rate of .20 of 1% of the value
of the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .10 of 1% of the value of the
Fund's average daily net assets attributable to Administrative Shares.
Institutions and certain Service Agents (as defined below) effecting
transactions in Administrative Shares for the accounts of their clients may
charge their clients direct fees in connection with such transactions; such
fees are not reflected in the foregoing table. See "Management of the Funds,"
"How to Buy Shares" and "Service Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund accompany the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for an Administrative Share outstanding, total investment return, ratios to
average net assets and other supplemental data for each period indicated.
This information has been derived from the relevant Fund's financial
statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
------------------------------
Period Ended
January 31, 1997(1)
---------------------
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.22%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 3.74%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
DREYFUS CASH MANAGEMENT PLUS, INC.
---------------------------------------
Period Ended
January 31, 1997(1)
---------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.22%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 4.99%(2)
Net Assets, end of period (000's omitted)........................................... $199
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
Page 4
DREYFUS GOVERNMENT CASH MANAGEMENT
------------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.17%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 5.15%(2)
Net Assets, end of period (000's omitted)........................................... $36,900
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
DREYFUS TREASURY CASH MANAGEMENT
---------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 5.07%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 4.25%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
DREYFUS TREASURY PRIME
CASH MANAGEMENT
------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.97%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .30%(2)
Ratio of net investment income to average net assets................................ 4.91%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
Page 5
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
-----------------------------------------------
Period Ended One Month Ended
December 31, 1996(1) January 31, 1997*
---------------------- -------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00 $1.00
----- -----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .0004 .003
----- -----
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.0004) (.003)
----- -----
Net asset value, end of period................................................... $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 3.38%(2) 3.30%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .30%(2) .30%(2)
Ratio of net investment income to average net assets............................. 3.73%(2) 3.64%(2)
Net Assets, end of period........................................................ $100 $100
(1) From November 21, 1996 (commencement of initial offering) to December 31, 1996.
(2) Annualized.
* The Fund has changed its fiscal year end from December 31 to January 31. The information provided is from January 1, 1997
through January 31, 1997.
DREYFUS TAX EXEMPT CASH MANAGEMENT
------------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
-----
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
-----
Net asset value, end of period................................................... $1.00
=====
TOTAL INVESTMENT RETURN.......................................................... 3.24%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .30%(2)
Ratio of net investment income to average net assets............................. 3.54%(2)
Net Assets, end of period........................................................ $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT
------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
-----
Net asset value, end of period................................................... $1.00
=====
TOTAL INVESTMENT RETURN.......................................................... 3.24%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .30%(2)
Ratio of net investment income to average net assets............................. 3.24%(2)
Net Assets, end of period........................................................ $100
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
Page 6
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Administrative Shares. Both yield figures are based on
historical earnings and are not intended to indicate future performance. It
can be expected that these yields will fluctuate substantially. The yield for
Administrative Shares of the Fund refers to the income generated by an
investment in Administrative Shares of the Fund over a seven-day period
(which period will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The effective yield is calculated
similarly, but, when annualized, the income earned by an investment in
Administrative Shares of the Fund is assumed to be reinvested. The effective
yield will be slightly higher than the yield because of the compounding
effect of this assumed reinvestment. A Fund's yield and effective yield for
Administrative Shares may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus New York Municipal Cash Management
(collectively, the "Tax Exempt Funds"), tax equivalent yield is calculated by
determining the pre-tax yield which, after being taxed at a stated rate (in
the case of Dreyfus New York Municipal Cash Management, typically the highest
combined Federal, New York State, and New York City personal income tax
rates), would be equivalent to a stated yield or effective yield calculated
as described above.
Yield information is useful in reviewing the performance of a
Fund's Administrative Shares, but because yields will fluctuate, under
certain conditions such information may not provide a basis for comparison
with domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.
Comparative performance information may be used from time to time
in advertising or marketing Fund shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, 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 FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have
agreed to transmit copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for whose account the
institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the
instrument was rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
will purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Fund's Board. The nationally recognized statistical rating
organizations
Page 7
currently rating instruments of the type Dreyfus Cash Management, Dreyfus Cash
Management Plus, and each Tax Exempt Fund may purchase are Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the applicable "Appendix" to the Statement of Additional
Information. For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the Statement of
Additional Information. There can be no assurance that a Fund will be able to
maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix_Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of foreign
banks and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix _ Investment Techniques." In addition, the Fund may lend portfolio
securities and enter into reverse repurchase agreements. See
"Appendix_Certain Portfolio Securities." During normal market conditions, the
Fund will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT -- The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix--Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix--Investment
Techniques_Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT -- The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix--Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT -- The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix--Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS -- The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in Municipal Obligations. Municipal Obligations are debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal
income tax. Municipal Obligations generally include debt obligations issued
to obtain funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities. Municipal
Obligations bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix_Certain Portfolio Securities_Taxable Investments."
Page 8
DREYFUS TAX EXEMPT CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's management policies
are identical to those Dreyfus Municipal Cash Management Plus, except that,
under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which are subject to New York State and New York City
income tax and in Taxable Investments. See "Investment Considerations and
Risks _ Investing in New York Municipal Obligations" below, "Dividends,
Distributions and Taxes," and "Appendix -- Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
To the extent each of these Funds' investments are concentrated in the
banking industry, the Fund will have correspondingly greater exposure to the
risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. Each Fund, however, will seek to minimize
its exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
- -- Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in securities
issued by foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper issued
by foreign issuers. Accordingly, the Fund may be subject to additional
investment risks with respect to such securities that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. Such risks include possible future political and
economic developments, seizure or nationalization of foreign deposits,
imposition of foreign withholding taxes on interest income payable on the
securities, establishment of exchange controls, or adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may invest more than 25% of the value of
its total assets in Municipal Obligations which are related in such a way
that an economic, business or political development or change affecting one
such security also would affect the other securities; for example, securities
the interest upon which is paid from revenues of similar types of projects,
or securities whose issuers are located in the same state. As a result, each
of these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds may invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Page 9
Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
either of these Funds. Proposals that may restrict or eliminate the income tax
exemption for interest on Municipal Obligations may be introduced in the
future. If any such proposal were enacted that would reduce the availability
of Municipal Obligations for investment by these Funds so as to adversely
affect Fund shareholders, each Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of Municipal Obligation as taxable, the Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Since Dreyfus New York Municipal Cash Management is
concentrated in securities issued by New York or entities within New York, an
investment in the Fund may involve greater risk than investments in certain
other types of money market funds. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-1997. There can be no assurance that the State will not face substantial
potential budget gaps in future years. Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the 1940 Act. A "diversified" investment company is required by
the 1940 Act generally, with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested in the
obligations of a limited number of issuers, the Fund's investments may be
more sensitive to changes in the market value of a single issuer. However, to
meet Federal tax requirements, at the close of each quarter the Fund may not
have more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of April 30, 1997, The Dreyfus Corporation managed
or administered approximately $83 billion in assets for approximately 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of the Fund's Board in accordance with
Maryland law, with respect to Dreyfus Cash Management Plus, and in accordance
with Massachusetts law, with respect to each other Fund.
Page 10
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
$259 billion in assets as of March 31, 1997, including approximately $88
billion in proprietary mutual fund assets. As of March 31, 1997, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.061 trillion in
assets, including approximately $58 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 Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which will be
borne by the Fund: (i)the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .10 of 1% of the value of the Fund's average daily net assets attributable
to Administrative Shares. No Fund will reimburse The Dreyfus Corporation for
any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, 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 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus Cash Management
Plus, Dreyfus Government Cash Management, Dreyfus Treasury Cash Management,
and Dreyfus Treasury Prime Cash Management.
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Administrative Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Administrative Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of
Page 11
Administrative Shares for the accounts of their clients. Service Agents
may receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Administrative Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. To place an order by telephone or to determine whether
their automated facilities are compatible with the Fund's, investors should
call one of the telephone numbers listed under "General Information" in this
Prospectus.
Administrative Shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper form and
Federal Funds (monies of member banks in the Federal Reserve System which are
held on deposit at a Federal Reserve Bank) are received by the Custodian,
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.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT -- Each of these Fund's net asset value per share is
determined twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m.,
California time, and (ii) as of 8:00 p.m., New York time/5:00 p.m.,
California time, on each day the New York Stock Exchange or, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus, the New York Stock Exchange
or the Transfer Agent, is open for business. 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.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York Time, or whose orders are placed, and payments received in
Federal Funds by the Sub-custodian (Wells Fargo Bank) by 12:00 Noon,
California time, will become effective at the price determined at 5:00 p.m.,
New York time, on that day. Shares so purchased will receive the dividend
declared on that day.
Orders placed with Dreyfus Institutional Services Division in New
York after 12:00 Noon, New York time, but prior to 5:00 p.m., New York time,
and payments for which are received in or converted into Federal Funds by the
Custodian (The Bank of New York) by 6:00 p.m., New York time, also will
become effective at the price determined at 5:00 p.m., New York time, on that
day. Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue dividends on the business day following the date the
order became effective. Orders in proper form effected between 5:00 p.m. and
8:00 p.m., New York time, by a means other than an automated interface or
trading system will become effective on the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- Each of these Fund's net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time on each day the New York
Stock Exchange is open for business. 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.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York time, will be effective at the price determined at 12:00 Noon,
New York time, on that day. Shares so purchased will receive the dividend
declared on that day.
Orders effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue dividends on the business day following the date the
order became effective. Orders in proper form effected between 12:00 Noon and
8:00 p.m., New York time, by a means other than an automated interface or
trading system will become effective on the following business day.
Page 12
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Administrative
Shares of a Fund, Administrative Shares of any other Fund. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
Fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Automated
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Shares will
be exchanged at the net asset value next determined after receipt of an
exchange request in proper form. No fees currently are charged investors
directly in connection with exchanges, although each Fund reserves the right,
upon not less than 60 days' written notice, to charge investors a nominal
administrative fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Administrative Shares and purchase
shares of another class of a Fund should contact Dreyfus Institutional
Services Division by calling one of the telephone numbers listed under
"General Information" in this Prospectus, and should obtain and review a copy
of the current prospectus for the relevant share class which the investor
wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Administrative Shares of a Fund, in Administrative
Shares of any other Fund if the investor is a shareholder in such Fund. The
amount an investor designates, which can be expressed either in terms of a
specific dollar or share amount, will be exchanged automatically on the first
and/or fifteenth of the month according to the schedule that the investor has
selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by the Fund or
the Transfer Agent. An investor may modify or cancel the exercise of this
Privilege at any time by mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege 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 SHARES
GENERAL
Investors may request redemption of Administrative Shares at any
time and the shares will be redeemed at the next determined net asset value.
None of the Funds imposes charges when Administrative Shares are
redeemed. Service Agents or other institutions may charge their clients a fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Administrative
Shares redeemed within seven days after receipt by Dreyfus Institutional
Services Division of a redemption request in proper form, except as provided
by the rules of the Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT -- If a redemption request is received in proper form, and
transmitted to the Custodian (The Bank of New York) in New York by 5:00 p.m.,
New York time, or transmitted to the Sub-custodian (Wells Fargo Bank) in
California 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. A redemption request received by Dreyfus Institutional Service
Division after 12:00 Noon, California time, for transmission to the
Sub-custodian (Wells Fargo Bank) will not be processed until the following
business day. A redemption request effected through an automated interface or
trading system after 5:00 p.m., New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend declared on that day, and the proceeds of redemption, if wire
transfer is requested, ordinarily will be transmitted in Federal Funds on the
next business day. A redemption request in proper form effected between 5:00
p.m. and 8:00 p.m., New York time, for transmission to the Custodian (The
Bank of New York), by a means other than an automated interface or trading
system will not be effective until the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a redemption request is
received in proper form, and transmitted to the Custodian (The Bank of New
York) in New York 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
Page 13
receive the dividend declared on that day. A redemption request effected
through an automated interface or trading system after 12:00 Noon, New York
time, but prior to 8:00 p.m., New York time, will be effective on that day,
the shares will receive the dividend declared on that day, and the proceeds of
redemption, if wire transfer is requested, ordinarily will be transmitted in
Federal Funds on the next business day. A redemption request in proper form
effected between 12:00 Noon and 8:00 p.m., New York time, by a means other
than an automated interface or trading system will not be effective until the
following business day.
PROCEDURES
Investors may redeem Administrative Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if they do not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Administrative Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Administrative Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Administrative Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming Administrative Shares in this manner.
SERVICE PLAN
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
shareholder accounts for Administrative Shares, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder accounts
("Servicing"), at an aggregate annual rate of .10 of 1% of the value of the
Fund's average daily net assets attributable to Administrative Shares. Each
of the Distributor and Dreyfus may pay one or more Service Agents a fee in
respect of the Fund's Administrative Shares owned by shareholders with whom
the Service Agent has a Servicing relationship or for whom the Service Agent
is the dealer or holder of record. Each of the Distributor and Dreyfus
determines the amounts, if any, to be paid to Service Agents under the
Service Plan and the basis on which such payments are made. Generally, the
Service Agent will provide holders of Administrative Shares a consolidated
statement. The fee payable for Servicing is intended to be a "service fee" as
defined in NASD Conduct Rules. The fees payable under the Service Plan are
payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on
each day the New York Stock Exchange or the Transfer Agent, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus, or the New York Stock
Exchange only, as to each other Fund, is open for business. Administrative
Shares begin earning income dividends on the day the purchase order is
effective. 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 indi-
Page 14
cate in a partial redemption request that a portion of any accrued dividends
to which such account is entitled belongs to an underlying accountholder who
has redeemed all shares in his or her account, and such portion of the
accrued dividends will be paid to the accountholder along with the proceeds
of the redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Administrative Shares at
net asset value. All expenses are accrued daily and deducted before
declaration of dividends to investors. Dividends paid by each class of shares
will be calculated at the same time and in the same manner and will be in the
same amount, except that the expenses attributable solely to a class will be
borne exclusively by such class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund derived from net
investment income, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are taxable
as ordinary income, whether received in cash or reinvested in shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
dividend paid by a Fund will qualify for the dividends received deduction
allowable to certain U.S. corporations. Distributions from net realized
long-term securities gains, 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%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income taxes and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to state and local taxes. Although all
or a substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt Fund purchases such securities, the
portion of the Fund's dividends related thereto will not necessarily be tax
exempt to a beneficial holder of Fund shares who is subject to the
alternative minimum tax and/or tax on Social Security benefits and may cause
a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to
Fund shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to backup withholding, as described below, unless the foreign
person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt Fund pays dividends derived from taxable income, it
intends to designate as taxable the same percentage of the day's dividend as
the actual taxable income earned on that day bears to total income earned on
that day. Thus, the percentage of the dividend designated as taxable, if any,
may vary from day to day.
Page 15
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any tax withheld as
a result of backup withholding does not constitute an additional tax imposed
on the record owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.
Management believes that each Fund has qualified for the fiscal
year ended January 31, 1997 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 the Fund
of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management each were organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust and
commenced operations on November 4, 1991, October 15, 1990, September 4,
1986, and December 27, 1988, respectively. Each of these Funds is authorized
to issue an unlimited number of shares of beneficial interest, par value
$.001 per share. Dreyfus Cash Management Plus was incorporated under Maryland
law on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class, except
as otherwise required by law or with respect to any matter which affects only
one class. Holders of Administrative Shares, however, will be entitled to
vote on matters submitted to shareholders pertaining to the Service Plan.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) -- Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each of these Funds' 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 the Fund or its Trustees. Each Trust Agreement provides for
indemnification from the Fund's property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be
unable to meet its obligations, a possibility which management believes is
remote. Upon payment of any liability incurred by a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will 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
Trustees.
DREYFUS CASH MANAGEMENT PLUS -- Unless otherwise required by the 1940 Act,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and the holders
of at least 25% of such shares may require the Fund to hold a special meeting
of shareholders for any other purpose. Fund shareholders may remove a
Director by the affirmative vote of a majority of the Fund's outstanding
voting shares. In addition, the Fund's Board
Page 16
will call a meeting of shareholders for the purpose of electing Directors if,
at any time less than a majority of the Directors then holding office have
been elected by shareholders.
ALL FUNDS -- The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Administrative Shares should call
such institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
Page 17
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of
the value of a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) -- Each of these Funds may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 33 1/3%, as to
Dreyfus Cash Management Plus, or 20%, as to Dreyfus Government Cash
Management, of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or as to Dreyfus Government Cash Management, U.S. Treasury
securities, which will be maintained at all times in an amount equal to at
least 100% of the current market value of the loaned securities. Such loans
are terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) -- The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) -- Each of these Funds may purchase its portfolio
securities securities on a forward commitment or when-issued basis, which
means that delivery and payment take place a number of days after the date of
the commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
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 permissible liquid
assets 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. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) -- Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) -- Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
Page 18
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) -- E
ach of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds -- Investment
Considerations and Risks -- Bank Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer. These
instruments reflect the obligation both of the bank and the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) -- The
Fund may purchase floating and variable rate demand notes and bonds, which
are obligations ordinarily having stated maturities in excess of 13 months,
but which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more than
30 days' notice. Variable rate demand notes include master demand notes which
are obligations that permit the Fund to invest fluctuating amounts, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. Because these obligations are direct lending arrangements
between the lender and borrower, it is not contemplated that such instruments
generally will be traded, and there generally is no established secondary
market for these obligations, although they are redeemable at face value,
plus accrued interest. Accordingly, where these obligations are not secured
by letters of credit or other credit support arrangements, the Fund's right
to redeem is dependent on the ability of the borrower to pay principal and
interest on demand.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) -- The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institutions providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing 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
Page 19
source, but not from the general taxing power. Tax exempt industrial
development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase floating and variable rate
demand notes and bonds, which are tax exempt obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Each of these Funds may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment, the
Fund obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make
payment on demand. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a degree
the cost of the underlying Municipal Obligation and similarly decreasing such
security's yield to investors. Gains realized in connection with stand-by
commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund
Page 20
from Taxable Investments will be taxable to investors. See "Dividends,
Distributions and Taxes." Except for temporary defensive purposes, at no time
will more than 20% of the value of the Fund's net assets be invested in
Taxable Investments and, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable instruments.
Under normal market conditions, neither of these Funds anticipate that more
than 5% of the value of its total assets will be invested in any one category
of Taxable Investments.
ILLIQUID SECURITIES -- Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
Page 21
[This Page Intentionally Left Blank]
Page 22
Copy Rights 1997 Dreyfus Service Corporation CMGT/p052097adm
Page 23
Prospectus
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus New York Municipal
Cash Management
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
Administrative Shares
Dreyfus
- ----------------------------------------------------------------------------
COMBINED PROSPECTUS APRIL 1, 1997
AS REVISED MAY 20, 1997
DREYFUS CASH MANAGEMENT FUNDS
[INVESTOR SHARES]
- ----------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK
CITY INCOME TAXES.
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 FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING INVESTOR SHARES. INVESTOR
SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN ACCORDANCE
WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940. INVESTORS CAN
INVEST, REINVEST OR REDEEM INVESTOR SHARES AT ANY TIME WITHOUT CHARGE OR
PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE OFFERED BY THE FUNDS
PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE
IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES
BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO
OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE
ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN 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.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT 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 APRIL 1, 1997, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- ----------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ----------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.......................... 3
Condensed Financial Information......................... 4
Yield Information....................................... 7
Description of the Funds................................ 7
Management of the Funds................................. 10
How to Buy Shares....................................... 11
Shareholder Services.................................... 13
How to Redeem Shares.................................... 13
Service Plan............................................ 14
Dividends, Distributions and Taxes...................... 14
General Information..................................... 16
Appendix................................................ 18
[Page 2]
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
INVESTOR
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .25%
Total Fund Operating Expenses.............................................. .45%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
INVESTOR
SHARES
1 YEAR....................................... $ 5
3 YEARS...................................... $14
5 YEARS ..................................... $25
10 YEARS..................................... $57
</TABLE>
- -------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A
5% ANNUAL RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
- -------------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Investor Shares,
the payment of which will reduce investors' annual return. As to each Fund's
Investor Shares, unless The Dreyfus Corporation gives Fund investors at least
90 days' notice to the contrary, The Dreyfus Corporation, and not the Fund,
will be liable for all Fund expenses (exclusive of taxes, brokerage, interest
on borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be borne by the Fund: (i) the management fee payable by
the Fund monthly at the annual rate of .20 of 1% of the value of the Fund's
average daily net assets and (ii) payments made pursuant to the Fund's
Service Plan at the annual rate of .25 of 1% of the value of the Fund's
average daily net assets attributable to Investor Shares. Institutions and
certain Service Agents (as defined below) effecting transactions in Investor
Shares for the accounts of their clients may charge their clients direct fees
in connection with such transactions; such fees are not reflected in the
foregoing table. See "Management of the Funds," "How to Buy Shares" and
"Service Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, report of independent auditors for each Fund accompany the Statement
of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for an Investor Share outstanding, total investment return, ratios to average
net assets and other supplemental data for each period indicated. This
information has been derived from the relevant Fund's financial statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
---------------------------------------------------
YEAR ENDED JANUARY 31,
---------------------------------------------------
1994(1) 1995 1996 1997
-------------- -------- ------- ---------
<S> <C> <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 .050
-------------- -------- ------- ---------
DISTRIBUTIONS:
Dividends from investment income-net............................. (.002) (.040) (.056) (.050)
-------------- -------- ------- ---------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
============== ======== ======= =========
TOTAL INVESTMENT RETURN............................................ 2.82%(2) 4.03% 5.76% 5.13%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............. 2.83%(2) 3.94% 5.54% 5.02%
Net Assets, end of year (000's omitted).......................... $52,272 $85,334 $430,302 $580,582
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
DREYFUS CASH MANAGEMENT PLUS, INC.
------------------------------------------------------
FOUR MONTHS ENDED
YEAR ENDED SEPTEMBER 30, JANUARY 31,
--------------------------------- ------------------
1994(1) 1995 1996 1997*
------------ ------- ---------- ------------------
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
Investment Operations:
Investment income-net............................................ .025 .055 .052 .017
------ ------ ------ -------
Distributions:
Dividends from investment income-net............................. (.025) (.055) (.052) (.017)
------ ------ ------ -------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
====== ====== ====== =======
TOTAL INVESTMENT RETURN............................................ 3.61%(2) 5.61% 5.33% 5.10%(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............. 4.00%(2) 5.66% 5.19% 5.07%(2)
Net Assets, end of year (000's omitted).......................... $6,087 $352,499 $629,251 $781,920
(1) From January 24, 1994 (commencement of initial offering) to
September 30, 1994.
(2) Annualized.
* The Fund has changed its fiscal year end from September 30 to January 31.
The information provided is from October 1,1996 through January 31, 1997.
[Page 4]
DREYFUS GOVERNMENT CASH MANAGEMENT
---------------------------------------------
YEAR ENDED JANUARY 31,
---------------------------------------------
1994(1) 1995 1996 1997
-------- ----- ----- -----
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 .050
-------- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment income-net............................. (.002) (.039) (.056) (.050)
-------- ----- ----- -----
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
======== ===== ===== =====
TOTAL INVESTMENT RETURN............................................ 2.82%(2) 3.95% 5.75% 5.12%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............. 2.83%(2) 4.22% 5.49% 5.01%
Net Assets, end of year (000's omitted).......................... $15,097 $39,704 $451,665 $547,460
(1) From January 10, 1994 (commencement of initial offering) to
January 31, 1994.
(2) Annualized.
DREYFUS TREASURY CASH MANAGEMENT
-----------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
--------------------------------- ------------------
1994(1) 1995 1996 1997*
-------- ------ ------ --------
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
-------- ------ ------ --------
Investment Operations:
Investment income_net ........................................... .018 .050 .051 .025
Distributions:
Dividends from investment income-net............................. (.0177) (.0497) (.051) (.025)
-------- ------ ------ --------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
======== ====== ====== ========
TOTAL INVESTMENT RETURN............................................ 3.22%(2) 5.08% 5.25% 4.96%(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............. 3.33%(2) 5.24% 5.05% 4.89%(2)
Net Assets, end of year (000's omitted).......................... $20,610 $39,047 $237,566 $330,415
(1)From January 10, 1994 (commencement of initial offering) to July 31, 1994.
(2)Annualized.
*The Fund has changed its fiscal year end from July 31 to January 31.
The information provided is from August 1,1996 through January 31, 1997.
DREYFUS TREASURY PRIME CASH MANAGEMENT
-----------------------------------------------------
ELEVEN MONTHS ENDED
YEAR ENDED FEBRUARY 28/29, JANUARY 31,
------------------------------- --------------------
1994(1) 1995 1996 1997*
-------- ------ ------ --------
PER SHARE DATA:
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
-------- ------ ------ --------
Investment Operations:
Investment income-net............................................ .004 .041 .053 .044
-------- ------ ------ --------
Distributions:
Dividends from investment income-net............................. (.004) (.041) (.053) (.044)
-------- ------ ------ --------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
======== ====== ====== ========
TOTAL INVESTMENT RETURN............................................ 2.77%(2) 4.13% 5.39% 4.88%(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............. 2.78%(2) 4.26% 5.21% 4.80%(2)
Net Assets, end of year (000's omitted).......................... $53,916 $122,524 $255,618 $358,018
(1) From January 10, 1994 (commencement of initial offering) to
February 28, 1994.
(2) Annualized.
*The Fund has changed its fiscal year end from the last day of February to
January 31. The information provided is from March 1,1996 through
January 31, 1997.
[Page 5]
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
-------------------------------------------------------------
ONE MONTH ENDED
YEAR ENDED DECEMBER 31, JANUARY 31,
---------------------------------------- ------------------
1993(1) 1994 1995 1996 1997*
--------- ------ ------ -------- --------
PER SHARE DATA:
Net asset value, beginning of year...................... $1.00 $1.00 $1.00 $1.00 $1.00
--------- ------ ------ -------- --------
INVESTMENT OPERATIONS:
Investment income-net................................... .005 .025 .035 .031 .003
--------- ------ ------ -------- --------
DISTRIBUTIONS:
Dividends from investment income-net.................... (.005) (.025) (.035) (.031) (.003)
--------- ------ ------ -------- --------
Net asset value, end of year............................ $1.00 $1.00 $1.00 $1.00 $1.00
========= ====== ====== ======== ========
TOTAL INVESTMENT RETURN................................... 2.12%(2) 2.51% 3.60% 3.18% 3.18%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................. .45%(2) .45% .45% .45% .45%(2)
Ratio of net investment income to
average net assets...................................... 2.14%(2) 2.43% 3.51% 3.14% 3.13%(2)
Net Assets, end of year (000's omitted)................. $1 $1,410 $22,817 $45,828 $66,716
(1) From September 30, 1993 (commencement of initial offering) to
December 31, 1993.
(2) Annualized.
* The Fund has changed its fiscal year end from December 31 to January 31.
The information provided is from January 1, 1997 through January 31, 1997.
DREYFUS TAX EXEMPT CASH MANAGEMENT
--------------------------------------------
YEAR ENDED JANUARY 31,
--------------------------------------------
1994(1) 1995 1996 1997
----- ---------- -------- -------- -------
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 .030
----- ---------- -------- -------- -------
DISTRIBUTIONS:
Dividends from investment income-net............................. (.001) (.025) (.034) (.030)
----- ---------- -------- -------- -------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
----- ========== ======== ======== =======
TOTAL INVESTMENT RETURN............................................ 1.83%(2) 2.57% 3.46% 3.05%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............. 1.87%(2) 2.74% 3.39% 2.98%
Net Assets, end of year (000's omitted).......................... $1 $47,427 $79,813 $44,431
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
--------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
------------------------------- -----------------
PER SHARE DATA: 1994(1) 1995 1996 1997*
--------- ------- ------- ---------
Net asset value, beginning of year............................... $1.00 $1.00 $1.00 $1.00
--------- ------- ------- ---------
Investment Operations:
Investment income_net ........................................... .011 .032 .031 .015
Distributions:
Dividends from investment income-net............................. (.011) (.032) .031 (.015)
--------- ------- ------- ---------
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
========= ======= ======= =========
TOTAL INVESTMENT RETURN ........................................... 2.02%(2) 3.20% 3.18% 3.04%(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 ............ 2.12%(2) 2.81% 3.09% 3.03%(2)
Net Assets, end of year (000's omitted).......................... $53,324 $6,023 $14,317 $8,398
(1) From January 18, 1994 (commencement of initial offering) to July 31, 1994.
(2) Annualized.
* The Fund has changed its fiscal year end from July 31 to January 31. The
information provided is from August 1, 1996 through January 31, 1997.
</TABLE>
[Page 6]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Investor Shares. Both yield figures are based on historical earnings
and are not intended to indicate future performance. It can be expected that
these yields will fluctuate substantially. The yield for Investor Shares of
the Fund refers to the income generated by an investment in Investor Shares
of the Fund over a seven-day period (which period will be stated in the
advertisement). This income is then annualized. That is, the amount of income
generated by the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the investment.
The effective yield is calculated similarly, but, when annualized, the income
earned by an investment in Investor Shares of the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. A Fund's
yield and effective yield for Investor Shares may reflect absorbed expenses
pursuant to any undertaking that may be in effect. See "Management of the
Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management, and Dreyfus New York Municipal Cash Management (collectively, the
"Tax Exempt Funds"), tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate (in the case of
Dreyfus New York Municipal Cash Management, typically the highest combined
Federal, New York State, and New York City personal income tax rates), would
be equivalent to a stated yield or effective yield calculated as described
above.
Yield information is useful in reviewing the performance of a Fund's
Investor Shares, but because yields will fluctuate, under certain conditions
such information may not provide a basis for comparison with domestic bank
deposits, other investments which pay a fixed yield for a stated period of
time, or other investment companies which may use a different method of
computing yield.
Comparative performance information may be used from time to time in
advertising or marketing Fund shares, including data from Lipper Analytical
Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund Reporttrademark,
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 FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have
agreed to transmit copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for whose account the
institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the
instrument was rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
will purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Fund's Board. The nationally recognized statistical rating
organizations currently rating instruments of the type Dreyfus Cash
Management, Dreyfus Cash Management Plus, and each Tax Exempt Fund may
purchase are Moody's Investors
[Page 7]
Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the applicable "Appendix" to the Statement of Additional
Information. For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the Statement
of Additional Information. There can be no assurance that a Fund will be able
to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix_Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of foreign
banks and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities and enter into reverse repurchase agreements. See
"Appendix _ Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT _ The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix_Investment
Techniques_Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT _ The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix_Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS _ The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in Municipal Obligations. Municipal Obligations are debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal
income tax. Municipal Obligations generally include debt obligations issued
to obtain funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities. Municipal
Obligations bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix_Certain Portfolio Securities_Taxable Investments."
DREYFUS TAX EXEMPT CASH MANAGEMENT _ The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets
[Page 8]
in Municipal Obligations the interest from which gives rise to a preference
item for the purpose of the alternative minimum tax and, except for temporary
defensive purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations").The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which New York State and New York City income tax, and
in Taxable Investments. See "Investment Considerations and Risks _ Investing
in New York Municipal Obligations" below, "Dividends, Distributions and
Taxes," and "Appendix _ Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each of these Funds' investments are concentrated in the
banking industry, the Fund will have correspondingly greater exposure to the
risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. Each Fund, however, will seek to minimize
its exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
- -- Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in securities issued
by other foreign subsidiaries or foreign branches of domestic banks, domestic
and foreign branches of foreign banks, and commercial paper issued by foreign
issuers. Accordingly, the Fund may be subject to additional investment risks
with respect to such securities that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. Such risks include possible future political and economic developments,
seizure or nationalization of foreign deposits, imposition of foreign
withholding taxes on interest income payable on the securities, establishment of
exchange controls, or adoption of other foreign governmental restrictions which
might adversely affect the payment of principal and interest on these
securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may invest more than 25% of the value of
its total assets in Municipal Obligations which are related in such a way
that an economic, business or political development or change affecting one
such security also would affect the other securities; for example, securities
the interest upon which is paid from revenues of similar types of projects,
or securities whose issuers are located in the same state. As a result, each
of these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds may invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders
[Page 9]
should consult their tax advisers concerning the effect of these
provisions on an investment in either of these Funds. Proposals that may
restrict or eliminate the income tax exemption for interest on Municipal
Obligations may be introduced in the future. If any such proposal were
enacted that would reduce the availability of Municipal Obligations for
investment by these Funds so as to adversely affect Fund shareholders, each
Fund would reevaluate its investment objective and policies and submit
possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of
Municipal Obligation as taxable, the Funds would treat such security as a
permissible Taxable Investment within the applicable limits set forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Since Dreyfus New York Municipal Cash Management is
concentrated in securities issued by New York or entities within New York, an
investment in the Fund may involve greater risk than investments in certain
other types of money market funds. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-97. There can be no assurance that the State will not face substantial
potential budget gaps in future years. Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the 1940 Act. A "diversified" investment company is required by
the 1940 Act generally, with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested in the
obligations of a limited number of issuers, the Fund's investments may be
more sensitive to changes in the market value of a single issuer. However, to
meet Federal tax requirements, at the close of each quarter the Fund may not
have more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of April 30, 1997, The Dreyfus Corporation managed
or administered approximately $83 billion in assets for approximately 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
the Fund, subject to the authority of the Fund's Board, and in accordance
with Maryland law, with respect to Dreyfus Cash Management Plus, and in
accordance with Massachusetts law, with respect to each other Fund.
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
[Page 10]
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, Mel
lon managed more than $259 billion in assets as of March 31, 1997, including
approximately $88 billion in proprietary mutual fund assets. As of March 31,
1997, Mellon, through various subsidiaries, provided non-investment services,
such as custodial or administration services, for more than $1.061 trillion
in assets, including approximately $58 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 Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all expenses of the Fund
(exclusive of taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
(i)the management fee payable by the Fund monthly at the annual rate of .20
of 1% of the value of the Fund's average daily net assets and (ii) payments
made pursuant to the Fund's Service Plan at the annual rate of .25 of 1% of
the value of the Fund's average daily net assets attributable to Investor
Shares. No Fund will reimburse The Dreyfus Corporation for any amounts it may
bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the Stateme
nt of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus Cash Management
Plus, Dreyfus Government Cash Management, Dreyfus Treasury Cash Management,
and Dreyfus Treasury Prime Cash Management.
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Investor Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Investor Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds 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.
[Page 11]
Investor Shares may be purchased by wire, by telephone or through a
compatible automated interface or trading system. All
payments should be made in U.S. dollars and, to avoid fees and delays, should
be drawn only on U.S. banks. To place an order by telephone or to determine
whether their automated facilities are compatible with the Fund's, investors
should call one of the telephone numbers listed under "General Information"
in this Prospectus.
Investor Shares are sold on a continuous basis at the net asset value
per share next determined after an order in proper form and Federal Funds
(monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
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.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT _ Each of these Fund's net asset value per share is
determined twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m.,
California time and (ii) as of 8:00 p.m. New York time/5:00 p.m. California
time, on each day the New York Stock Exchange or, as to Dreyfus Cash
Management and Dreyfus Cash Management Plus only, the New York Stock Exchange
or the Transfer Agent, is open for business. 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.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York Time, or whose orders are placed, and payments received in
Federal Funds by the Sub-custodian (Wells Fargo Bank) by 12:00 Noon,
California time, will become effective at the price determined at 5:00 p.m.,
New York time, on that day. Shares so purchased will receive the dividend
declared on that day.
Orders placed with Dreyfus Institutional Services Division in New
York after 12:00 Noon, New York time, but prior to 5:00 p.m., New York time,
and payments for which are received in or converted into Federal Funds by the
Custodian (The Bank of New York) by 6:00 p.m., New York time, also will
become effective at the price determined at 5:00 p.m., New York time, on that
day. Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue dividends on the business day following the date the
order became effective. Orders in proper form effected between 5:00 p.m. and
8:00 p.m., New York time, by a means other than an automated interface or
trading system will become effective on the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ Each of these Fund's net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business. 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.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York time, will be effective at the price determined at 12:00 Noon,
New York time, on that day. Shares so purchased will receive the dividend
declared on that day.
Orders effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue dividends on the business day following the date the
order became effective. Orders effected in proper form between 12:00 Noon and
8:00 p.m., New York time, by a means other than an automated interface or
trading system will become effective on the following business day.
[Page 12]
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Investor Shares
of a Fund, Investor Shares of any other Fund or of Dreyfus Institutional
Short Term Treasury Fund, which has different investment objectives and
management policies that may be of interest to investors. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Automated
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares _ Procedures." Before an
exchange into Dreyfus Institutional Short Term Treasury Fund, the investor
must obtain and should review a copy of the fund's current prospectus, which
may be obtained by calling one of the telephone numbers listed under "General
Information" in this Prospectus. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form. No
fees currently are charged investors directly in connection with exchanges,
although each Fund reserves the right, upon not less than 60 days' written
notice, to charge investors a nominal administrative fee in accordance with
rules promulgated by the Securities and Exchange Commission. Each Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Investor Shares and purchase shares
of another class of a fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Investor Shares of a Fund, in Investor Shares of any
other Fund or of Dreyfus Institutional Short Term Treasury Fund, if the
investor is a shareholder in such fund. The amount an investor designates,
which can be expressed either in terms of a specific dollar or share amount,
will be exchanged automatically on the first and/or fifteenth of the month
according to the schedule that the investor has selected. Shares will be
exchanged at the then-current net asset value. The right to exercise this
Privilege may be modified or cancelled by the Fund or the Transfer Agent. An
investor may modify or cancel the exercise of this Privilege at any time by
mailing written notification to Dreyfus Institutional Services Division, EAB
Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York
11556-0144. Each Fund may charge a service fee for the use of this Privilege.
No such fee currently is contemplated. For more information concerning this
Privilege 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 SHARES
GENERAL
Investors may request redemption of Investor Shares at any time and
the shares will be redeemed at the next determined net asset value.
None of the Funds imposes charges when Investor Shares are redeemed.
Service Agents or other institutions may charge their clients a fee for
effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.
Each 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.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT _ If a redemption request is received in proper form, and
transmitted to the Custodian (The Bank of New York) in New York by 5:00 p.m.,
New York time, or transmitted to the Sub-custodian (Wells Fargo Bank) in
California 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. A redemption request received by Dreyfus Institutional Service
Division after 12:00 Noon, California time, for transmission to the
Sub-custodian (Wells Fargo Bank) will not be processed until the following
business day. A redemption request effected through an automated interface or
trading system after 5:00 p.m., New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend declared on that day, and the proceeds of redemption, if wire
transfer is requested, ordinarily will be transmitted in Federal Funds on the
next business day. A redemption request in proper form effected between 5:00
p.m. and 8:00 p.m., New York time, for transmission to the Custodian (The
Bank of New York), by a means other than an automated interface or trading
system will not be effective until the following business day.
[Page 13]
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ If a redemption request is
received in proper form, and transmitted to the Custodian (The Bank of New
York) in New York by 12:00 Noon, New York time, the proceeds of the
redemption, if transfer by wire is requested, ordinarily will be transmitted
in Federal Funds on the same day and the shares will not receive the dividend
declared on that day. A redemption request effected through an automated
interface or trading system after 12:00 Noon, New York time, but prior to
8:00 p.m., New York time, will be effective on that day, the shares will
receive the dividend declared on that day, and the proceeds of redemption, if
wire transfer is requested, ordinarily will be transmitted in Federal Funds
on the next business day. A redemption request in proper form effected between
12:00 Noon and 8:00 p.m., New York time, by a means other than an automated
interface or trading system will not be effective until the following
business day.
Investors may redeem Investor Shares by wire or telephone, or through
a compatible automated interface or trading system, as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal identificat
ion, to confirm that instructions are genuine and, if they do not follow such
procedures, the Fund or the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. Neither the Funds nor the
Transfer Agent will be liable for following telephone instructions reasonably
believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Investor Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Investor Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Investor Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming Investor Shares in this manner.
SERVICE PLAN
Investor 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 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 Fund's average daily net assets
attributable to Investor Shares. Each of the Distributor and Dreyfus may pay
one or more Service Agents a fee in respect of the Fund's Investor Shares
owned by shareholders with whom the Service Agent has a Servicing
relationship or for whom the Service Agent is the dealer or holder of record.
Each of the Distributor and Dreyfus determines the amounts, if any, to be
paid to Service Agents under the Service Plan and the basis on which such
payments are made. Generally, the Service Agent will provide holders of
Investor Shares a consolidated statement and checkwriting privileges. The fee
payable for Servicing is intended to be a "service fee" as defined in the
NASD Conduct Rules. The fees payable under the Service Plan are payable
without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash
Management and Dreyfus Cash Management Plus, or the New York Stock Exchange
only, as to each other Fund, is open for business. Investor Shares begin
earning income dividends on the day the purchase order is effective. 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
[Page 14]
redeems all Investor Shares in its account at any time during the month, all
dividends to which the investor is entitled will be paid along with the
proceeds of the redemption. An omnibus accountholder may indicate in a
partial redemption request that a portion of any accrued dividends to which
such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, and such portion of the accrued
dividends will be paid to the accountholder along with the proceeds of the
redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized
or have expired. Investors may choose whether to receive distributions in
cash or to reinvest in additional Investor Shares at net asset value. All
expenses are accrued daily and deducted before declaration of dividends to
investors. Dividends paid by each class of shares will be calculated at the
same time and in the same manner and will be in the same amount, except that
the expenses attributable solely to a class will be borne exclusively by such
class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund derived from net
investment income, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are taxable
as ordinary income, whether received in cash or reinvested in additional Fund
shares, if the beneficial holder of shares is a citizen or resident of the
United States. No dividend paid by a Fund will qualify for the dividends
received deduction allowable to certain U.S. corporations. Distributions from
net realized long-term securities gains, 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%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Cash Management Plus and Dreyfus Tax Exempt Cash
Management may be subject to state and local taxes. Although all or a
substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt Fund purchases such securities, the
portion of the Fund's dividends related thereto will not necessarily be tax
exempt to a beneficial holder of Fund shares who is subject to the
alternative minimum tax and/or tax on Social Security benefits and may cause
a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to
Fund shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to backup withholding, as described below, unless the foreign
person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt Fund pays dividends derived from taxable income, it
intends to designate as taxable the same percentage of the day's dividend as
the actual taxable income earned on that day bears to total income earned on
that day. Thus, the percentage of the dividend designated as taxable, if any,
may vary from day to day.
[Page 15]
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the
shares given in exchange by the investor and, therefore, an exchanging
investor may realize a taxable gain or loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management believes that each Fund has qualified for the fiscal year
ended January 31, 1997, 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 the Fund of
any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management each were organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust, and
commenced operations on November 4, 1991, October 15, 1990, September 4,
1986, and December 27, 1988, respectively. Each of these Funds is authorized
to issue an unlimited number of shares of beneficial interest, par value
$.001 per share. Dreyfus Cash Management Plus was incorporated under Maryland
law on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class, except
as otherwise required by law or with respect to any matter which affects only
one class. Holders of Investor Shares, however, will be entitled to vote on
matters submitted to shareholders pertaining to the Service Plan.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) _ Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each, of these Funds' 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 the Fund or its Trustees. Each Trust Agreement provides for
indemnification from the Fund's property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be
unable to meet its obligations, a possibility which management believes is
remote. Upon payment of any liability incurred by a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will 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
Trustees.
DREYFUS CASH MANAGEMENT PLUS _ Unless otherwise required by the 1940 Act,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and the holders
of at least 25% of such shares may require the Fund to hold a special meeting
of shareholders for any other purpose. Fund shareholders may remove a
Director by the affirmative vote of a majority of the Fund's outstanding
voting shares. In addition, the Fund's Board will call a meeting of
shareholders for the purpose of electing Directors if, at any time less than
a majority of the Directors then holding office have been elected by
shareholders.
[Page 16]
ALL FUNDS _ The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Investor Shares should call such
institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
[Page 17]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of
the value of a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) _ Each of these Funds may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 33 1/3%, as to
Dreyfus Cash Management Plus, or 20%, as to Dreyfus Government Cash
Management, of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or as to Dreyfus Government Cash Management, 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 ar
e terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) _ Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is deemed
advisable. A segregated account of the Fund consisting of permissible liquid
assets 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. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) _ Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) _ Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and instrumentali
ties 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 instrumentalit
ies, no assurance can be given that it will always do so, since it is not so
obligated by law.
[Page 18]
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds may enter into repurchase agreements with certain banks
or non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches (such
as London branches) of domestic banks, and domestic and foreign branches of
foreign banks, each Fund may be subject to additional investment risks that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. See "Description of the
Funds _ Investment Considerations and Risks _ Bank Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are obligations ordinarily having stated maturities in excess of 13 months,
but which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more than
30 days' notice. Variable rate demand notes include master demand notes which
are obligations that permit the Fund to invest fluctuating amounts, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. Because these obligations are direct lending arrangements
between the lender and borrower, it is not contemplated that such instruments
generally will be traded, and there generally is no established secondary
market for these obligations, although they are redeemable at face value,
plus accrued interest. Accordingly, where these obligations are not secured
by letters of credit or other credit support arrangements, the Fund's right
to redeem is dependent on the ability of the borrower to pay principal and
interest on demand.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institutions providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing 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
[Page 19]
source, but not from the general taxing power. Tax exempt industrial
development bonds, in most cases, are revenue bonds that generally do not
carry the pledge of the credit of the issuing municipality, but generally are
guaranteed by the corporate entity on whose behalf they are issued. Notes are
short-term instruments which are obligations of the issuing municipalities or
agencies and are sold in anticipation of a bond sale, collection of taxes or
receipt of other revenues. Municipal Obligations include municipal
lease/purchase agreements which are similar to installment purchase contracts
for property or equipment issued by municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase floating and variable rate
demand notes and bonds, which are tax exempt obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Each of these Funds may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment, the
Fund obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make
payment on demand. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a degree
the cost of the underlying Municipal Obligation and similarly decreasing such
security's yield to investors. Gains realized in connection with stand-by
commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund
[Page 20]
from Taxable Investments will be taxable to investors. See "Dividends,
Distributions and Taxes." Except for temporary defensive purposes, at no time
will more than 20% of the value of the Fund's net assets be invested in
Taxable Investments and, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If a Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable
instruments. Under normal market conditions, none of these Funds anticipate
that not more than 5% of the value of its total assets will be invested in
any one category of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
[Page 21]
[This Page Intentionally left Blank]
[Page 22]
Copy Rights 1997 Dreyfus Service Corporation CMGT/p052097inv
[Page 23]
Prospectus
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus New York Municipal
Cash Management
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
Investor Shares
Dreyfus
[Page 24]
- ----------------------------------------------------------------------------
COMBINED PROSPECTUS APRIL 1, 1997
AS REVISED MAY 20, 1997
DREYFUS CASH MANAGEMENT FUNDS
[PARTICIPANT SHARES]
- ----------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS
TREASURY PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END
MANAGEMENT INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH
FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF
CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE
MAINTENANCE OF LIQUIDITY AND, IN THE CASE OF DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL INCOME TAX, AND, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK
CITY INCOME TAXES.
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 FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING PARTICIPANT SHARES.
PARTICIPANT SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN
ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
INVESTORS CAN INVEST, REINVEST OR REDEEM PARTICIPANT SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN 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.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT 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 APRIL 1, 1997, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS
IN THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- ----------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ----------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.................... 3
Condensed Financial Information................... 4
Yield Information................................. 7
Description of the Funds.......................... 7
Management of the Funds........................... 10
How to Buy Shares................................. 11
Shareholder Services.............................. 13
How to Redeem Shares.............................. 13
Service Plan...................................... 14
Dividends, Distributions and Taxes................ 14
General Information............................... 16
Appendix.......................................... 18
[Page 2]
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
PARTICIPANT
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .40%
Total Fund Operating Expenses.............................................. .60%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
PARTICIPANT
SHARES
1 YEAR....................................... $ 6
3 YEARS...................................... $19
5 YEARS ..................................... $33
10 YEARS..................................... $75
</TABLE>
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY
RESULT IN AN ACTUAL RETURN GREATER OR LESS THAN 5%.
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's Participant Shares,
the payment of which will reduce investors' annual return. As to each Fund's
Participant Shares, unless The Dreyfus Corporation gives Fund investors at
least 90 days' notice to the contrary, The Dreyfus Corporation, and not the
Fund, will be liable for all Fund expenses (exclusive of taxes, brokerage,
interest on borrowings and (with the prior written consent of the necessary
state securities commissions) extraordinary expenses) other than the
following expenses, which will be borne by the Fund: (i) the management fee
payable by the Fund monthly at the annual rate of .20 of 1% of the value of
the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .40 of 1% of the value of the
Fund's average daily net assets attributable to Participant Shares. Long-term
investors in Participant Shares could pay more in Rule 12b-1 fees than the
economic equivalent of paying a front-end sales charge. Institutions and
certain Service Agents (as defined below) effecting transactions in
Participant Shares for the accounts of their clients may charge their clients
direct fees in connection with such transactions; such fees are not reflected
in the foregoing table. See "Management of the Funds," "How to Buy Shares"
and "Service Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund, accompany the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for a Participant Share outstanding, total investment return, ratios to
average net assets and other supplemental data for each period indicated.
This information has been derived from the relevant Fund's financial
statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
----------------------------
Period Ended
January 31, 1997(1)
---------------------
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.92%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 3.84%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
DREYFUS CASH MANAGEMENT PLUS, INC.
-------------------------------------
Period Ended
January 31, 1997(1)
---------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .010
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.010)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.92%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.92%(2)
Net Assets, end of period (000's omitted)........................................... $472
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
[Page 4]
DREYFUS GOVERNMENT CASH MANAGEMENT
-------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .001
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.001)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.87%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.85%(2)
Net Assets, end of period (000's omitted)........................................... $218
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
DREYFUS TREASURY CASH MANAGEMENT
-------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .009
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.009)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.77%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.20%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
DREYFUS TREASURY PRIME
CASH MANAGEMENT
------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................... .009
-----
DISTRIBUTIONS:
Dividends from investment income-net................................................ (.009)
-----
Net asset value, end of period...................................................... $1.00
=====
TOTAL INVESTMENT RETURN............................................................. 4.66%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................................. .60%(2)
Ratio of net investment income to average net assets................................ 4.70%(2)
Net Assets, end of period........................................................... $100
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
[Page 5]
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
--------------------------------------------
Period Ended One Month Ended
December 31, 1996(1) January 31, 1997*
-------------------- -------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00 $1.00
----- -----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .004 .003
----- -----
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.004) (.003)
----- -----
Net asset value, end of period................................................... $1.00 $1.00
===== =====
TOTAL INVESTMENT RETURN.......................................................... 3.12%(2) 2.94%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .60%(2) .60%(2)
Ratio of net investment income to average net assets............................. 3.55%(2) 3.17%(2)
Net Assets, end of period........................................................ $100 $100
(1) From November 21, 1996 (commencement of initial offering) to December 31, 1996.
(2) Annualized.
* The Fund has changed its fiscal year end from December 31 to January 31.
The information provided is from January 1, 1997 through January 31, 1997.
DREYFUS TAX EXEMPT CASH MANAGEMENT
------------------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
-----
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
-----
Net asset value, end of period................................................... $1.00
======
TOTAL INVESTMENT RETURN.......................................................... 2.94%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .60%(2)
Ratio of net investment income to average net assets............................. 3.29%(2)
Net Assets, end of period........................................................ $100
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT
------------------------------
Period Ended
January 31, 1997(1)
--------------------
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
-----
INVESTMENT OPERATIONS:
Investment income-net............................................................ .006
-----
DISTRIBUTIONS:
Dividends from investment income-net............................................. (.006)
-----
Net asset value, end of period................................................... $1.00
=====
TOTAL INVESTMENT RETURN.......................................................... 2.94%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .60%(2)
Ratio of net investment income to average net assets............................. 2.88%(2)
Net Assets, end of period........................................................ $100
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
</TABLE>
[Page 6]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Participant Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It can be
expected that these yields will fluctuate substantially. The yield for
Participant Shares of the Fund refers to the income generated by an
investment in Participant Shares of the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then annualized.
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in Participant
Shares of the Fund is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment. A Fund's yield and effective yield for Participant
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus New York Municipal Cash Management
(collectively, the "Tax Exempt Funds"), tax equivalent yield is calculated by
determining the pre-tax yield which, after being taxed at a stated rate (in
the case of Dreyfus New York Municipal Cash Management, typically the highest
combined Federal, New York State, and New York City personal income tax
rates), would be equivalent to a stated yield or effective yield calculated
as described above.
Yield information is useful in reviewing the performance of a
Fund's Participant Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.
Comparative performance information may be used from time to time
in advertising or marketing Fund shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, 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 FUND SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY
FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions
have agreed to transmit copies of this Prospectus and all relevant Fund
materials, including proxy materials, to each individual or entity for whose
account the institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax, and, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the
instrument was rated by only one such organization) or, if unrated, are of
comparable quality as determined in accordance with procedures established by
the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management Plus
will purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Fund's Board. The nationally recognized statistical rating
organizations
[Page 7]
currently rating instruments of the type Dreyfus Cash Management,
Dreyfus Cash Management Plus, and each Tax Exempt Fund may purchase are
Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group
("S&P"), Duff & Phelps Credit Rating Co., Fitch Investors Service, L.P.
("Fitch"), IBCA Limited and IBCA Inc. and Thomson BankWatch, Inc. and their
rating criteria are described in the applicable "Appendix" to the Statement
of Additional Information. For further information regarding the amortized
cost method of valuing securities, see "Determination of Net Asset Value" in
the Statement of Additional Information. There can be no assurance that a
Fund will be able to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its total
assets in bank obligations. See "Investment Considerations and Risks" below
and "Appendix _ Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS _ The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of foreign
banks and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities and enter into reverse repurchase agreements. See
"Appendix_Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT _ The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund may lend portfolio securities. See "Appendix_Investment
Techniques_Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT _ The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix_Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT _ The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or
any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS _ The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in Municipal Obligations. Municipal Obligations are debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal
income tax. Municipal Obligations generally include debt obligations issued
to obtain funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities. Municipal
Obligations bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
From time to time, the Fund may invest more than 25% of the value
of its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objectives.
From time to time, on a temporary basis other than for temporary
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix_Certain Portfolio Securities_Taxable Investments."
[Page 8]
DREYFUS TAX EXEMPT CASH MANAGEMENT _ The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ The Fund's management policies
are identical to those of Dreyfus Municipal Cash Management Plus, except
that, under normal circumstances, at least 65% of the value of the Fund's net
assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New
York State, and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in
securities which are not New York Municipal Obligations, and, therefore may
be subject to Federal, New York State, and New York City income taxes. To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest temporarily in other
Municipal Obligations which are subject to New York State and New York City
income tax, and in Taxable Investments. See "Investment Considerations and
Risks_Investing in New York Municipal Obligations" below, "Dividends,
Distributions and Taxes" and "Appendix_Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each of these Funds investments are concentrated in the banking
industry, the Fund will have correspondingly greater exposure to the risk
factors which are characteristic of such investments. Sustained increases in
interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In
addition, the value of and the investment return on the Fund's shares could
be affected by economic or regulatory developments in or related to the
banking industry, which industry also is subject to the effects of
competition within the banking industry as well as with other types of
financial institutions. Each Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
FOREIGN SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
Each of these Funds may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus may invest in securities
issued by foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper issued
by foreign issuers. Accordingly, the Fund may be subject to additional
investment risks with respect to such securities that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. Such risks include possible future political and
economic developments, seizure or nationalization of foreign deposits,
imposition of foreign withholding taxes on interest income payable on the
securities, establishment of exchange controls, or adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may invest more than 25% of the value of
its total assets in Municipal Obligations which are related in such a way
that an economic, business or political development or change affecting one
such security also would affect the other securities; for example, securities
the interest upon which is paid from revenues of similar types of projects,
or securities whose issuers are located in the same state. As a result, each
of these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds may invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
[Page 9]
Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal Obligations
qualifying for Federal tax exemption. One effect of these provisions could be
to increase the cost of the Municipal Obligations available for purchase by
the Fund and thus reduce available yield. Shareholders should consult their
tax advisers concerning the effect of these provisions on an investment in
either of these Funds. Proposals that may restrict or eliminate the income tax
exemption for interest on Municipal Obligations may be introduced in the
future. If any such proposal were enacted that would reduce the availability
of Municipal Obligations for investment by these Funds so as to adversely
affect Fund shareholders, each Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that would
treat a type of Municipal Obligation as taxable, the Funds would treat such
security as a permissible Taxable Investment within the applicable limits set
forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Since Dreyfus New York Municipal Cash Management is
concentrated in securities issued by New York or entities within New York, an
investment in the Fund may involve greater risk than investments in certain
other types of money market funds. Investors should consider carefully the
special risks inherent in investing principally in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities, and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. New York State's financial operations have
improved, however, during recent fiscal years. For its fiscal periods 1993
through 1996, the State recorded balanced budgets on a cash basis, with
substantial fund balances in the General Fund in fiscal 1992-93 and 1993-94
and smaller fund balances in fiscal 1994-95 and 1995-96. As of January, 1997,
New York State projected an operating surplus in the General Fund for fiscal
1996-97. There can be no assurance that the State will not face substantial
potential budget gaps in future years.Investors should obtain and review a
copy of the Statement of Additional Information which more fully sets forth
these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the 1940 Act. A "diversified" investment company is required by
the 1940 Act generally, with respect to 75% of its total assets, to invest
not more than 5% of such assets in the securities of a single issuer. Since a
relatively high percentage of the Fund's assets may be invested in the
obligations of a limited number of issuers, the Fund's investments may be
more sensitive to changes in the market value of a single issuer. However, to
meet Federal tax requirements, at the close of each quarter the Fund may not
have more than 25% of its total assets invested in any one issuer and, with
respect to 50% of total assets, not more than 5% of its total assets invested
in any one issuer. These limitations do not apply to U.S. Government
securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of April 30, 1997, The Dreyfus Corporation managed
or administered approximately $83 billion in assets for approximately 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of the Fund's Board, in accordance with
Maryland law, with respect to Dreyfus Cash Management Plus, and in accordance
with Massachusetts law, with respect to each other Fund.
[Page 10]
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
$259 billion in assets as of March 31, 1997, including approximately $88
billion in proprietary mutual fund assets. As of March 31, 1997, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1.061 trillion in
assets, including approximately $58 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 Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which will be
borne by the Fund: (i)the management fee payable by the Fund monthly at the an
nual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .40 of 1% of the value of the Fund's average daily net assets attributable
to Participant Shares. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus Cash Management
Plus, Dreyfus Government Cash Management, Dreyfus Treasury Cash Management,
and Dreyfus Treasury Prime Cash Management.
How to Buy Shares
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Participant Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may request investors to maintain separate master accounts for shares
held by the investor (i) for its own account, for the account of other
institutions and for accounts for which the institution acts as a fiduciary,
and (ii) for accounts for which the investor acts in some other capacity. An
institution may arrange with the Transfer Agent for sub-accounting services
and will be charged directly for the cost of such services.
The minimum initial investment to purchase Participant Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied 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
[Page 11]
Participant Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Participant Shares may be purchased by wire, by telephone or
through a compatible automated interface or trading system. All payments
should be made in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. To place an order by telephone or to determine whether
their automated facilities are compatible with the Fund's, investors should
call one of the telephone numbers listed under "General Information" in this
Prospectus.
Participant Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
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.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT _ Each of these Fund's net asset value per share is
determined twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m.,
California time, and (ii) as of 8:00 p.m., New York time/5:00 p.m.,
California time, on each day the New York Stock Exchange or, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus only, the New York Stock
Exchange or the Transfer Agent, is open for business. 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.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York Time, or whose orders are placed, and payments received in
Federal Funds by the Sub-custodian (Wells Fargo Bank) by 12:00 Noon,
California time, will become effective at the price determined at 5:00 p.m.,
New York time, on that day. Shares so purchased will receive the dividend
declared on that day.
Orders placed with Dreyfus Institutional Services Division in New
York after 12:00 Noon, New York time, but prior to 5:00 p.m., New York time,
and payments for which are received in or converted into Federal Funds by the
Custodian (The Bank of New York) by 6:00 p.m., New York time, also will
become effective at the price determined at 5:00 p.m., New York time, on that
day. Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system
after 5:00 p.m., New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue dividends on the business day following the date the
order became effective. Orders in proper form effected between 5:00 p.m. and
8:00 p.m., New York time, by a means other than an automated interface or
trading system will become effective on the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ Each of these Fund's net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time, on each day the New York
Stock Exchange is open for business. 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.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York time, will be effective at the price determined at 12:00 Noon,
New York time, on that day. Shares so purchased will receive the dividend
declared on that day.
Orders effected through an automated interface or trading system
after 12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will
become effective at the price determined at 8:00 p.m., New York time, on that
day, if Federal Funds are received by the Custodian (The Bank of New York) by
11:00 a.m., New York time, on the following business day. Shares so purchased
will begin to accrue dividends on the business day
[Page 12]
following the date the order became effective. Orders in proper form effected
between 12:00 Noon and 8:00 p.m., New York time, by a means other than an
automated interface or trading system will become effective on the following
business day.
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Participant
Shares of a Fund, Participant Shares of any other Fund. Upon an exchange into
a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
Fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Automated
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares_Procedures." Shares will
be exchanged at the net asset value next determined after receipt of an
exchange request in proper form. No fees currently are charged investors
directly in connection with exchanges, although each Fund reserves the right,
upon not less than 60 days' written notice, to charge investors a nominal
administrative fee in accordance with rules promulgated by the Securities and
Exchange Commission. Each Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Participant Shares and purchase
shares of another class of a Fund should contact Dreyfus Institutional
Services Division by calling one of the telephone numbers listed under
"General Information" in this Prospectus, and should obtain and review a copy
of the current prospectus for the relevant share class which the investor
wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Participant Shares of a Fund, in Participant Shares
of any other Fund, if the investor is a shareholder in such Fund. The amount
an investor designates, which can be expressed either in terms of a specific
dollar or share amount, will be exchanged automatically on the first and/or
fifteenth of the month according to the schedule that the investor has selecte
d. Shares will be exchanged at the then-current net asset value. The right to
exercise this Privilege may be modified or cancelled by the Fund or the
Transfer Agent. An investor may modify or cancel the exercise of this
Privilege at any time by mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege 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 SHARES
GENERAL
Investors may request redemption of Participant Shares at any time
and the shares will be redeemed at the next determined net asset value.
None of these Funds imposes charges when Participant Shares are
redeemed. Service Agents or other institutions may charge their clients a fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Participant Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME
CASH MANAGEMENT _ If a redemption request is received in proper form, and
transmitted to the Custodian (The Bank of New York) in New York by 5:00 p.m.,
New York time, or transmitted to the Sub-custodian (Wells Fargo Bank) in
California 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. A redemption request received by Dreyfus Institutional Service
Division after 12:00 Noon, California time, for transmission to the
Sub-custodian (Wells Fargo Bank) will not be processed until the following
business day. A redemption request effected through an automated interface or
trading system after 5:00 p.m., New York time, but prior to 8:00 p.m., New
York time, will be effective on that day, the shares will receive the
dividend declared on that day, and the proceeds of redemption, if wire
transfer is requested, ordinarily will be transmitted in Federal Funds on the
next business day. A redemption request in proper form effected between 5:00
p.m. and 8:00 p.m., New York time, for transmission to the Custodian (The
Bank of New York), by a means other than an automated interface or trading
system will not be effective until the following business day.
[Page 13]
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ If a redemption request is
received in proper form, and transmitted to the Custodian (The Bank of New
York) in New York by 12:00 Noon, New York time, the proceeds of the
redemption, if transfer by wire is requested, ordinarily will be transmitted
in Federal Funds on the same day and the shares will not receive the dividend
declared on that day. A redemption request effected through an automated
interface or trading system after 12:00 Noon, New York time, but prior to
8:00 p.m., New York time, will be effective on that day, the shares will
receive the dividend declared on that day, and the proceeds of redemption, if
wire transfer is requested, ordinarily will be transmitted in Federal Funds
on the next business day. A redemption request in proper form effected
between 12:00 Noon and 8:00 p.m., New York time, by a means other than an
automated interface or trading system will not be effective until the
following business day.
PROCEDURES
Investors may redeem Participant Shares by wire or telephone, or
through a compatible automated interface or trading system, as described
below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal identificat
ion, to confirm that instructions are genuine and, if they do not follow such
procedures, the Fund or the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. Neither the Funds nor the
Transfer Agent will be liable for following telephone instructions reasonably
believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Participant Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Participant Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Participant Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES _ Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming Participant Shares in this manner.
SERVICE PLAN
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 shareholder
accounts for Participant Shares, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts ("Servicing"), at an
aggregate annual rate of .40 of 1% of the value of the Fund's average daily
net assets attributable to Participant Shares. Each of the Distributor and
Dreyfus may pay one or more Service Agents a fee in respect of the Fund's
Participant Shares owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and Dreyfus determines the amounts, if
any, to be paid to Service Agents under the Service Plan and the basis on
which such payments are made. Generally, the Service Agent will provide
holders of Participant Shares a consolidated statement, checkwriting
privileges, automated teller machine access, and bill paying services. The
fee payable for Servicing is intended to be a "service fee" as defined in the
NASD Conduct Rules. The fees payable under the Service Plan are payable
without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash
Management and Dreyfus Cash Management Plus only, or the New York Stock
Exchange, as to each other Fund, is open for business. Participant Shares
begin earning income dividends on the day the purchase order is effective.
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
[Page 14]
in additional Participant Shares at net asset value or, at the investor's
option, paid in cash. If an investor redeems all Participant Shares in its
account at any time during the month, all dividends to which the investor is
entitled will be paid along
with the proceeds of the redemption. An omnibus accountholder may indicate in
a partial redemption request that a portion of any accrued dividends to which
such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, and such portion of the accrued
dividends will be paid to the accountholder along with the proceeds of the
redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized
or have expired. Investors may choose whether to receive distributions in
cash or to reinvest in additional Participant Shares at net asset value. All
expenses are accrued daily and deducted before declaration of dividends to
investors. Dividends paid by each class of shares will be calculated at the
same time and in the same manner and will be in the same amount, except that
the expenses attributable solely to a class will be borne exclusively by such
class.
Dividends paid by each Tax Exempt Fund derived from Taxable
Investments, and dividends paid by each other Fund derived from net
investment income, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are taxable
as ordinary income, whether received in cash or reinvested in additional Fund
shares, if the beneficial holder of shares is a citizen or resident of the
United States. No dividend paid by a Fund will qualify for the dividends
received deduction allowable to certain U.S. corporations. Distributions from
net realized long-term securities gains, 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%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, New York State and New York City income taxes. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to state and local taxes. Although all
or a substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each Tax Exempt Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, or (ii) a factor in determining
the extent to which the Social Security benefits of a beneficial holder of
Fund shares are taxable. If a Tax Exempt Fund purchases such securities, the
portion of the Fund's dividends related thereto will not necessarily be tax
exempt to a beneficial holder of Fund shares who is subject to the
alternative minimum tax and/or tax on Social Security benefits and may cause
a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to Fu
nd shares beneficially owned by a foreign person generally will not be
subject to U.S. nonresident withholding tax. However, such distributions may
be subject to backup withholding, as described below, unless the foreign
person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, New York State and New York City taxes,
and the dollar amount, if any, subject to such tax. These dollar amounts will
vary depending on the size and length of time of the investor's investment in
the Fund. If a Tax Exempt Fund pays dividends derived from taxable income,
it intends to designate as taxable the same percentage
[Page 15]
of the day's dividend as the actual taxable income earned on that day bears
to total income earned on that day. Thus, the percentage of the dividend
designated as taxable, if any, may vary from day to day.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or in
terest 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 believes that each Fund has qualified for the fiscal
year ended January 31, 1997, 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 the Fund
of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus New York Municipal Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management each were organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a separate Agreement and Declaration of Trust and
commenced operations on November 4, 1991, October 15, 1990, September 4, 1986
and December 27, 1988, respectively. Each of these Funds is authorized to
issue an unlimited number of shares of beneficial interest, par value $.001
per share. Dreyfus Cash Management Plus was incorporated under Maryland law
on August 12, 1987, commenced operations on October 6, 1987, and is
authorized to issue 15 billion shares of common stock, par value $.001 per
share. Each Fund's shares are classified into four classes. Each share has
one vote and shareholders will vote in the aggregate and not by class, except
as otherwise required by law or with respect to any matter which affects only
one class. Holders of Participant Shares, however, will be entitled to vote
on matters submitted to shareholders pertaining to the Service Plan.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) _ Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each of these Funds' 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 the Fund or its Trustees. Each Trust Agreement provides for
indemnification from the Fund's property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be
unable to meet its obligations, a possibility which management believes is
remote. Upon payment of any liability incurred by a Fund organized as a
Massachusetts business trust, the shareholder paying such liability will be
entitled to reimbursement from the general assets of such Fund. Each of these
Funds intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds 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 Trustees.
DREYFUS CASH MANAGEMENT PLUS _ Unless otherwise required by the 1940 Act,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and the holders
of at least 25% of such shares may require the Fund to hold a special
meeting of
[Page 16]
shareholders for any other purpose. Fund shareholders may remove a Director
by the affirmative vote of a majority of the Fund's outstanding voting shares.
In addition, the Fund's Board will call a meeting of shareholders for the
purpose of electing Directors if, at any time less than a majority of the
Directors then holding office have been elected by shareholders.
ALL FUNDS _ The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Participant Shares should call such
institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board members
believe that such laws should not preclude a bank from acting on behalf of
clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a Fund might occur and
shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being provided
by the bank. The Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
[Page 17]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of a
value of a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) _ Each of these Funds may lend securities from
its portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 33 1/3%, as to
Dreyfus Cash Management Plus, or 20%, as to Dreyfus Government Cash
Management, of the value of the Fund's total assets, and the Fund will
receive collateral consisting of cash or, as to Dreyfus Cash Management Plus,
cash equivalents, U.S. Government securities, or other high quality liquid
debt securities, or as to Dreyfus Government Cash Management, 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 ar
e terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) _ Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. A Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is deemed
advisable. A segregated account of the Fund consisting of permissible liquid
assets 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. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT,
AND DREYFUS TREASURY PRIME CASH MANAGEMENT) _ Each of these Funds may invest
in U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less; Treasury
Notes have initial maturities of one to ten years; and Treasury Bonds
generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) _ Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or instrumentalit
ies, no assurance can be given that it will always do so, since it is not so
obligated by law.
[Page 18]
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks. Dreyfus Cash Management also may purchase other short-term obligations
issued by London branches of domestic banks and other banking institutions.
Dreyfus Cash Management Plus also may purchase other short-term obligations
issued by foreign subsidiaries or foreign branches (such as London branches)
of domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds _ Investment
Considerations and Risks _ Bank Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer. These
instruments reflect the obligation both of the bank and the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by each
Fund will consist only of direct obligations. The other corporate obligations
in which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master
demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are obligations ordinarily having stated maturities in excess of 13 months,
but which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more than
30 days' notice. Variable rate demand notes include master demand notes which
are obligations that permit the Fund to invest fluctuating amounts, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. Because these obligations are direct lending arrangements
between the lender and borrower, it is not contemplated that such instruments
generally will be traded, and there generally is no established secondary
market for these obligations, although they are redeemable at face value,
plus accrued interest. Accordingly, where these obligations are not secured
by letters of credit or other credit support arrangements, the Fund's right
to redeem is dependent on the ability of the borrower to pay principal and
interest on demand.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) _ The asset-backed
securities in which the Fund may invest are securities issued by special
purpose entities whose primary assets consist of a pool of mortgages, loans,
receivables or other assets. Payment of principal and interest may depend
largely on the cash flows generated by the assets backing the securities and
in certain cases, supported by letters of credit, surety bonds or other forms
of credit or liquidity enhancements. The value of these asset-backed
securities also may be affected by the creditworthiness of the servicing
agent for the pool of assets, the originator of the loans or receivables or
the financial institutions providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing 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
[Page 19]
bonds that generally do not carry the pledge of the credit of the issuing
municipality, but generally are guaranteed by the corporate entity on whose
behalf they are issued. Notes are short-term instruments which are
obligations of the issuing municipalities or agencies and are sold in
anticipation of a bond sale, collection of taxes or receipt of other
revenues. Municipal Obligations include municipal lease/purchase agreements
which are similar to installment purchase contracts for property or equipment
issued by municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase floating and variable rate
demand notes and bonds, which are tax exempt obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of
banks and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, or the payment obligation otherwise will be collateralized by U.S.
Government securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days' notice, for
all or any part of the Fund's participation interest in the Municipal
Obligation, plus accrued interest. As to these instruments, the Fund intends
to exercise its right to demand payment only upon a default under the terms
of the Municipal Obligation, as needed to provide liquidity to meet
redemptions, or to maintain or improve the quality of its investment
portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _
Each of these Funds may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment, the
Fund obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make
payment on demand. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and none of these Funds intends to exercise
its rights thereunder for trading purposes. These Funds may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a degree
the cost of the underlying Municipal Obligation and similarly decreasing such
security's yield to investors. Gains realized in connection with stand-by
commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
Taxable Investments consisting of: notes of issuers having, at the time of
purchase, a quality rating within the two highest grades of Moody's, S&P or
Fitch; obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. Dividends paid by the Fund that are
attributable to income earned by the Fund from Taxable Investments will be
taxable to investors. See "Dividends, Distributions and Taxes." Except for
temporary defensive purposes, at no time will more than 20% of the value of
the Fund's net assets be invested in Taxable
[Page 20]
Investments and, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable
instruments. Under normal market conditions, neither of these Funds
anticipate that more than 5% of the value of its total assets will be invested
in any one category of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
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[Page 22]
Copy Rights 1997 Dreyfus Service Corporation CMGT/p052097par
[Page 23]
Prospectus
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus New York Municipal
Cash Management
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
Participant Shares
Dreyfus
