DREYFUS TREASURY CASH MANAGEMENT
200 PARK AVENUE
NEW YORK, NEW YORK 10166
February 23, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: DREYFUS TREASURY CASH MANAGEMENT
POST-EFFECTIVE AMENDMENT NO. 16 TO
REGISTRATION STATEMENT ON FORM N-1A
(FILE NOS.: 33-6851; 811-4723)
Ladies and Gentlemen:
The undersigned hereby requests that the effective date for the above-referenced
Post-Effective Amendment to the Registration Statement be accelerated so that
it will become effective on February 23, 1998, at 3:00 p.m., New York time, or
as soon thereafter as may be practicable.
Very truly yours,
Dreyfus Treasury Cash Management
<PAGE>
PREMIER MUTUAL FUND SERVICES, INC.
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
February 23, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: DREYFUS TREASURY CASH MANAGEMENT
POST-EFFECTIVE AMENDMENT NO. 16 TO
REGISTRATION STATEMENT ON FORM N-1A
(FILE NOS.: 33-6851; 811-4723)
Ladies and Gentlemen:
As principal underwriter of the securities of the above-referenced investment
company (the "Fund"), we hereby join the Fund in requesting that the effective
date for the Fund's Post-Effective Amendment No. 16 to the Registration
Statement be accelerated so that it will become effective on February 23, 1998,
at 3:00 p.m., New York time, or as soon thereafter as may be practicable.
Very truly yours,
PREMIER MUTUAL FUND SERVICES, INC.
By: /s/ Richard Ingram
Vice President
<PAGE>
File Nos. 33-6851
811-4723
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 16 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 16 [X]
(Check appropriate box or boxes.)
Dreyfus Treasury Cash Management
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
--X- 60 days after filing pursuant to paragraph (a)(i)
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
----
<PAGE>
Dreyfus Treasury Cash Management
Cross-Reference Sheet Pursuant to Rule 495(a)
<TABLE>
<CAPTION>
Prospectus for
-------------------------------------------
Instit- Admin-
utional istrative Investor Participant
SHARES SHARES SHARES SHARES
Items in
Part A of
Form N-1A Caption Page Page Page Page
- ------- ------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1 Cover Page Cover Cover Cover Cover
2 Synopsis 3 3 3 3
3 Condensed Financial 5 5 5 5
Information
4 General Description 8 7 7 7
of Registrant
5 Management of 11 10 10 11
the Fund
5(a) Management's * * * *
Discussion of
Fund's Performance
6 Capital Stock and 17 16 16 16
Other Securities
7 Purchase of Securities 12 11 11 11
Being Offered
8 Redemption or 14 13 13 13
Repurchase
9 Pending Legal * * * *
Proceedings
- -------------------------------------
NOTE: * Omitted since answer is negative or inapplicable.
</TABLE>
Items in
Part B of
Form N-1A Caption Page
- --------- ------- ----
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-39
13 Investment Objectives and Policies B-3
14 Management of the Fund B-24
15 Control Persons and Principal Holders B-25
of Securities
16 Investment Advisory and Other Services B-24
Items in
Part B of
Form N-1A
- ---------
17 Brokerage Allocation B-35
18 Capital Stock and Other Securities B-39
19 Purchase, Redemption and Pricing B-29, B-33
of Securities Being Offered B-34
20 Tax Status *
21 Underwriters B-28
22 Calculations of Performance Data B-37
23 Financial Statements B-42
- -------------------------------------
NOTE: * Omitted since answer is negative or inapplicable.
<PAGE>
Items in
Part C of
Form N-1A Caption Page
- --------- ------- -----
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-4
Common Control with Registrant
26 Number of Holders of Securities C-4
27 Indemnification C-4
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-9
30 Location of Accounts and Records C-12
31 Management Services C-12
32 Undertakings C-12
- -------------------------------------
NOTE: * Omitted since answer is negative or inapplicable.
<PAGE>
COMBINED PROSPECTUS FEBRUARY 23, 1998
DREYFUS CASH MANAGEMENT FUNDS
INSTITUTIONAL SHARES
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS
TREASURY CASH MANAGEMENT, DREYFUS TREASURY PRIME CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS
NEW YORK MUNICIPAL CASH MANAGEMENT (EACH, A "FUND") ARE OPEN-END MANAGEMENT
INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH FUND'S INVESTMENT
OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF CURRENT INCOME AS IS
CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY
AND, IN THE CASE OF DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL INCOME TAX, AND, IN
THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL, NEW YORK STATE, AND NEW YORK CITY INCOME TAXES.
EACH FUND IS DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY BANKS,
ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL OR SIMILAR
CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY INDIVIDUALS, ALTHOUGH
INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS MAINTAINED BY INDIVIDUALS. SUCH
INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES OF THIS PROSPECTUS TO EACH
INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION PURCHASES FUND SHARES, TO
THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING INSTITUTIONAL SHARES. INVESTORS
CAN INVEST, REINVEST OR REDEEM INSTITUTIONAL SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE OFFERED BY EACH FUND
PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE
IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES
BORNE BY EACH CLASS, WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO OBTAIN
INFORMATION ABOUT ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE ADDRESS OR CALL
THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A SIGNIFICANT
PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN IT MAY INVOLVE
GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO, EACH WITH OPERATIONS AND
RESULTS WHICH ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED
PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO PROVIDE INVESTORS THE
OPPORTUNITY TO CONSIDER NINE INVESTMENT CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT AN
INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED FEBRUARY 23, 1998, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN
THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS.
IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP://WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF ADDITIONAL
INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK
11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
PAGE
ANNUAL FUND OPERATING EXPENSES.................................... 3
CONDENSED FINANCIAL INFORMATION................................... 4
YIELD INFORMATION................................................. 8
DESCRIPTION OF THE FUNDS.......................................... 8
MANAGEMENT OF THE FUNDS........................................... 11
HOW TO BUY SHARES................................................. 12
SHAREHOLDER SERVICES.............................................. 14
HOW TO REDEEM SHARES.............................................. 14
SHAREHOLDER SERVICES PLAN......................................... 15
DIVIDENDS, DISTRIBUTIONS AND TAXES................................ 15
GENERAL INFORMATION............................................... 17
APPENDIX.......................................................... 19
<PAGE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
INSTITUTIONAL
SHARES
Management Fees........................................... .20%
12b-1 Fees................................................ None
Total Fund Operating Expenses............................. .20%
EXAMPLE:
An investor would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:
INSTITUTIONAL
SHARES
1 YEAR.......................................... $ 2
3 YEARS......................................... $ 6
5 YEARS ........................................ $11
10 YEARS........................................ $26
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>
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited (except as
indicated) by Ernst & Young LLP, each Fund's independent auditors. Further
financial data, related notes, and report of independent auditors for each Fund
accompany the Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first reporting period) is per share
operating performance data for an Institutional Share outstanding, total
investment return, ratios to average net assets and other supplemental data for
each period indicated. This information has been derived from the relevant
Fund's financial statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
YEAR ENDED JANUARY 31,
1988 1989 1990 1991 1992 1993
PER SHARE DATA:
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .066 .076 .091 .080 .058 .036
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.066) (.076) (.091) (.080) (.058) (.036)
Net asset value, end of period............... $ 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%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .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%
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .03% .03% .02% .02% .03% .04%
Net Assets, end of period
(000'S OMITTED)............................. $3,320,959 $2,245,703 $3,373,940 $5,041,688 $6,508,999 $5,475,181
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31, 1997
1994 1995 1996 1997 (UNAUDITED)
PER SHARE DATA:
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .031 .042 .059 .053 .027
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.031) (.042) (.059) (.053) (.027)
Net asset value, end of period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT RETURN........................ 3.15% 4.28% 6.03% 5.39% 5.42%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20% .20% .20% .20% .20%(1)
Ratio of net investment income to
average net assets........................... 3.11% 4.08% 5.86% 5.27% 5.38%(1)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .03% ---- ---- ---- ----
Net Assets, end of period
(000'S OMITTED)............................. $2,894,853 $1,817,166 $2,442,647 $2,758,317 $2,973,000
- ----------------
(1) Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT PLUS, INC.
YEAR ENDED SEPTEMBER 30,
1988(1) 1989 1990 1991 1992 1993
PER SHARE DATA:
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .071 .091 .083 .068 .043 .032
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.071) (.091) (.083) (.068) (.043) (.032)
Net asset value, end of period............... $ 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%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20%(2) .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets........................... 7.13%(2) 9.35% 8.29% 6.62% 4.36% 3.15%
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .07%(2) .07% .04% .04% .05% .04%
Net Assets, end of period
(000'S OMITTED)............................. $ 125,266 $ 728,832 $1,177,475 $1,780,058 $2,300,382 $3,003,344
FOUR MONTHS SIX MONTHS
ENDED ENDED
YEAR ENDED SEPTEMBER 30, JANUARY 31, JULY 31, 1997
1994 1995 1996 1997* (UNAUDITED)
PER SHARE DATA:
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .036 .057 .055 .018 .027
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.036) (.057) (.055) (.018) (.027)
Net asset value, end of period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
TOTAL INVESTMENT RETURN........................ 3.65% 5.86% 5.59% 5.34%(2) 5.53%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20% .20% .20% .20%(2) .20%(2)
Ratio of net investment income to
average net assets........................... 3.49% 5.81% 5.46% 5.32%(2) 5.45%(2)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .01% ---- ---- ---- ----
Net Assets, end of period
(000'S OMITTED)............................. $1,893,485 $4,404,989 $4,766,312 $5,515,851 $6,196,000
- ----------------
(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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS GOVERNMENT CASH MANAGEMENT
YEAR ENDED JANUARY 31,
1988 1989 1990 1991 1992 1993
PER SHARE DATA:
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .064 .074 .089 .079 .058 .037
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.064) (.074) (.089) (.079) (.058) (.037)
Net asset value, end of period............... $ 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%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .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%
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .04% .04% .05% .04% .04% .05%
Net Assets, end of period
(000'S OMITTED)............................. $1,325,992 $1,231,361 $1,590,159 $2,171,778 $4,750,205 $10,229,838
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31, 1997
1994 1995 1996 1997 (UNAUDITED)
PER SHARE DATA:
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .031 .041 .059 .053 .027
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.031) (.041) (.059) (.053) (.027)
Net asset value, end of period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT RETURN........................ 3.12% 4.21% 6.01% 5.38% 5.42%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20% .20% .20% .20% .20%(1)
Ratio of net investment income to
average net assets........................... 3.08% 4.04% 5.83% 5.25% 5.36%(1)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .03% ---- ---- ---- ----
Net Assets, end of period
(000'S OMITTED)............................. $4,515,946 $2,796,646 $4,777,903 $4,565,091 $4,300,000
- ----------------
(1) Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY CASH MANAGEMENT
YEAR ENDED JULY 31,
1988 1989 1990 1991 1992 1993
PER SHARE DATA:
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .066 .085 .082 .069 .045 .031
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.066) (.085) (.082) (.069) (.045) (.031)
Net asset value, end of period............... $ 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%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets........................... 6.62% 8.53% 8.19% 6.75% 4.45% 3.12%
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .06% .05% .07% .06% .05% .04%
Net Assets, end of period
(000'S OMITTED)............................. $ 722,268 $ 777,371 $1,558,493 $2,643,267 $4,103,056 $2,406,604
SIX MONTHS SIX MONTHS
ENDED ENDED
YEAR ENDED JULY 31, JANUARY 31, JULY 31, 1997
1994 1995 1996 1997* (UNAUDITED)
PER SHARE DATA:
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .032 .052 .054 .026 .026
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.032) (.052) (.054) (.026) (.026)
Net asset value, end of period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
TOTAL INVESTMENT RETURN........................ 3.27% 5.34% 5.51% 5.20%(1) 5.28%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20% .20% .20% .20%(1) .20%(1)
Ratio of net investment income to
average net assets........................... 3.18% 5.22% 5.35% 5.14%(1) 5.23%(1)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .01% ---- ---- ---- ----
Net Assets, end of period
(000'S OMITTED)............................. $1,982,582 $1,951,105 $2,419,830 $2,648,579 $2,677,000
- ----------------
(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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT
YEAR ENDED FEBRUARY 28/29,
1989(1) 1990 1991 1992 1993 1994
PER SHARE DATA:
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .015 .083 .076 .055 .035 .030
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.015) (.083) (.076) (.055) (.035) (.030)
Net asset value, end of period............... $ 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%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20%(2) .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets........................... 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99%
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .30%(2) .10% .05% .05% .04% .02%
Net Assets, end of period
(000'S OMITTED)............................. $ 122,032 $ 409,870 $1,915,877 $4,435,718 $5,001,499 $4,442,145
ELEVEN MONTHS SIX MONTHS
ENDED ENDED
YEAR ENDED FEBRUARY 28/29, JANUARY 31, JULY 31, 1997
1995 1996 1997 (UNAUDITED)
PER SHARE DATA:
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .043 .055 .047 .026
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.043) (.055) (.047) (.026)
Net asset value, end of period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT RETURN........................ 4.39% 5.65% 5.16%(2) 5.22%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20% .20% .20%(2) .20%(2)
Ratio of net investment income to
average net assets........................... 4.26% 5.53% 5.05%(2) 5.16%(2)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. ---- ---- ---- ----
Net Assets, end of period
(000'S OMITTED)............................. $3,342,392 $2,904,121 $3,046,582 $2,832,000
- ----------------
(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.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, INC.
YEAR ENDED DECEMBER 31,
1990(1) 1991 1992 1993 1994 1995
PER SHARE DATA:
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .013 .047 .031 .024 .027 .038
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.013) (.047) (.031) (.024) (.027) (.038)
Net asset value, end of period............... $ 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%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20%(2) .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets........................... 6.55%(2) 4.54% 3.04% 2.40% 2.62% 3.78%
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 period
(000'S OMITTED)............................. $22,911 $151,085 $ 259,416 $ 364,583 $ 192,710 $ 194,088
ONE MONTH SIX MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, JANUARY 31, JULY 31, 1997
1996 1997* (UNAUDITED)
PER SHARE DATA:
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .034 .003 .017
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.034) (.003) (.017)
Net asset value, end of period............... $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT RETURN........................ 3.43% 3.41%(2) 3.53%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets .20% .20%(2) .20%(2)
Ratio of net investment income to
average net assets........................... 3.38% 3.38%(2) 3.50%(2)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation
(limited to the expense limitation
provision of the
Management Agreement)....................... ---- ---- ----
Net Assets, end of period
(000'S OMITTED)............................. $ 155,913 $ 158,952 $ 149,000
- ----------------
(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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
YEAR ENDED JANUARY 31,
1988 1989 1990 1991 1992 1993
PER SHARE DATA:
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .044 .052 .062 .057 .042 .028
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.044) (.052) (.062) (.057) (.042) (.028)
Net asset value, end of period............... $ 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%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .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%
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .03% .03% .04% .03% .05% .04%
Net Assets, end of period
(000'S OMITTED)............................. $1,029,739 $1,006,193 $1,147,753 $1,905,522 $1,668,671 $1,838,786
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31, 1997
1994 1995 1996 1997 (UNAUDITED)
PER SHARE DATA:
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .023 .028 .037 .033 .017
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.023) (.028) (.037) (.033) (.017)
Net asset value, end of period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT RETURN........................ 2.29% 2.83% 3.72% 3.31% 3.45%(1)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20% .20% .20% .20% .20%(1)
Ratio of net investment income to
average net assets........................... 2.26% 2.73% 3.64% 3.25% 3.42%(1)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .04% ---- ---- ---- ----
Net Assets, end of period
(000'S OMITTED)............................. $1,739,787 $1,299,301 $1,366,497 $1,646,151 $1,341,000
- ----------------
(1) Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
YEAR ENDED JULY 31,
1992(1) 1993 1994 1995 1996
PER SHARE DATA:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .022 .023 .022 .034 .034
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.022) (.023) (.022) (.034) (.034)
Net asset value, end of period............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT RETURN........................ 3.02%(2) 2.27% 2.23% 3.46% 3.44%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets........................... .20%(2) .20% .20% .20% .20%
Ratio of net investment income to
average net assets........................... 2.71%(2) 2.20% 2.18% 3.42% 3.33%
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. .37%(2) .18% .06% ---- ----
Net Assets, end of period
(000'S OMITTED)............................. $ 76,830 $116,527 $82,755 $ 101,309 $ 132,370
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JANUARY 31, JULY 31, 1997
1997* (UNAUDITED)
PER SHARE DATA:
<S> <C> <C>
Net asset value, beginning of period......... $ 1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .017 .017
DISTRIBUTIONS:
Dividends from investment
Income-net.................................. (.017) (.017)
Net asset value, end of period............... $ 1.00 $1.00
TOTAL INVESTMENT RETURN........................ 3.29%(2) 3.43%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets .20%(2) .20%(2)
Ratio of net investment income to
average net assets........................... 3.28%(2) 3.40%(2)
Decrease reflected in above expense
ratios due to undertaking
by The Dreyfus Corporation.................. ---- ----
Net Assets, end of period
(000'S OMITTED)............................. $ 132,686 $ 168,000
- ----------------
(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>
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 Monitor(TM), IBC's Money Fund Report(TM), Morningstar,
Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION,
THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION PURCHASING
SHARES OF THE FUND AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have agreed
to transmit copies of this Prospectus and all relevant Fund materials, including
proxy materials, to each individual or entity for whose account the institution
purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as high
a level of current income as is consistent with the preservation of capital and
the maintenance of liquidity and, in the case of Dreyfus Municipal Cash
Management Plus and Dreyfus Tax Exempt Cash Management only, which is exempt
from Federal income tax, and, in the case of Dreyfus New York Municipal Cash
Management only, which is exempt from Federal, New York State, and New York City
income taxes. Each Fund's investment objective cannot be changed without
approval by the holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) of such Fund's outstanding voting shares.
There can be no assurance that a Fund's investment objective will be achieved.
Each Fund pursues its investment objective in the manner described below.
Securities in which a Fund invests may not earn as high a level of current
income as long-term or lower quality securities which generally have less
liquidity, greater market risk and more fluctuation in market value.
MANAGEMENT POLICIES
EACH FUND SEEKS TO MAINTAIN A NET ASSET VALUE OF $1.00 PER SHARE FOR
PURCHASES AND REDEMPTIONS. TO DO SO, EACH FUND USES THE AMORTIZED COST METHOD OF
VALUING ITS SECURITIES PURSUANT TO RULE 2A-7 UNDER THE 1940 ACT, WHICH RULE
INCLUDES VARIOUS MATURITY, QUALITY AND DIVERSIFICATION REQUIREMENTS, CERTAIN OF
WHICH ARE SUMMARIZED BELOW.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only in
U.S. dollar denominated securities determined in accordance with procedures
established by the Fund's Board to present minimal credit risks and, in the case
of Dreyfus Cash Management, Dreyfus Cash Management Plus, and each Tax Exempt
Fund, which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as determined
in accordance with procedures established by the Board. Moreover, Dreyfus Cash
Management and Dreyfus Cash Management Plus will purchase only instruments so
rated in the highest rating category or, if unrated, of comparable quality as
determined in accordance with procedures established by the Fund's Board. The
nationally recognized statistical rating organizations currently rating
instruments of the type Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund may purchase are Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit
Rating Co., Fitch IBCA, Inc. ("Fitch"), and Thomson BankWatch, Inc. and their
rating criteria are described in the applicable "Appendix" to the Statement of
Additional Information. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information. There can be no assurance that a Fund will
be able to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is classified
as a diversified investment company. Dreyfus New York Municipal Cash Management
is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks
or London branches of domestic banks, repurchase agreements, and high grade
commercial paper and other short-term corporate obligations. During normal
market conditions, the Fund will invest at least 25% of its total assets in bank
obligations. See "Investment Considerations and Risks" below and
"Appendix--Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks,
foreign subsidiaries or foreign branches of domestic banks, domestic and foreign
branches of foreign banks and thrift institutions, repurchase agreements,
asset-backed securities, and high quality domestic and foreign commercial paper
and other short-term corporate obligations, including those with floating or
variable rates of interest. See "Appendix--Certain Portfolio Securities." In
addition, the Fund may lend portfolio securities and enter into reverse
repurchase agreements. See "Appendix -- Investment Techniques." During normal
market conditions, the Fund will invest at least 25% of its total assets in bank
obligations. See "Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT -- The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government or its agencies
or instrumentalities, and repurchase agreements in respect of these securities.
See "Appendix--Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities. See "Appendix--Investment Techniques--Lending Portfolio
Securities."
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT -- The Fund invests only in securities
issued or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities. See "Appendix--Certain Portfolio Securities." In
addition, the Fund may lend its portfolio securities. See "Appendix --
Investment Techniques -- Lending Portfolio Securities." The Fund does not invest
in repurchase agreements or any other type of money market instrument or
security.
DREYFUS TREASURY CASH MANAGEMENT -- The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix--Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT -- The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government. These
securities include U.S. Treasury securities, which differ in their interest
rates, maturities and times of issuance. See "Appendix--Certain Portfolio
Securities." The Fund does not invest in repurchase agreements, securities
issued by agencies or instrumentalities of the U.S. Government or any other type
of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS -- The Fund invests at least 80% of the
value of its net assets (except when maintaining a temporary defensive position)
in Municipal Obligations. Municipal Obligations are debt obligations issued by
states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the opinion
of bond counsel to the issuer, exempt from Federal income tax. Municipal
Obligations generally include debt obligations issued to obtain funds for
various public purposes as well as certain industrial development bonds issued
by or on behalf of public authorities. Municipal Obligations bear fixed,
floating or variable rates of interest. See "Appendix--Certain Portfolio
Securities."
From time to time, the Fund may invest more than 25% of the value of its
total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended (the
"Code"), issued after August 7, 1986, while exempt from Federal income tax, is a
preference item for the purpose of the alternative minimum tax. Where a
regulated investment company receives such interest, a proportionate share of
any exempt-interest dividend paid by the investment company will be treated as
such a preference item to shareholders. The Fund may invest without limitation
in such Municipal Obligations if The Dreyfus Corporation determines that their
purchase is consistent with the Fund's investment objective.
From time to time, on a temporary basis other than for temporary defensive
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix--Certain Portfolio Securities--Taxable Investments."
DREYFUS TAX EXEMPT CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that, under
normal circumstances, at least 65% of the value of the Fund's net assets will be
invested in debt securities of the State of New York, its political
subdivisions, authorities and corporations, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal, New York State, and
New York City income taxes (collectively, "New York Municipal Obligations"). The
remainder of the Fund's assets may be invested in securities which are not New
York Municipal Obligations, and, therefore may be subject to Federal, New York
State, and New York City income taxes. To the extent acceptable New York
Municipal Obligations are at any time unavailable for investment by the Fund,
the Fund will invest temporarily in other Municipal Obligations, which are
subject to New York State and New York City income taxes, and in Taxable
Investments. See "Investment Considerations and Risks -- Investing in New York
Municipal Obligations" below, "Dividends, Distributions and Taxes" and "Appendix
- -- Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund attempts to increase yields by trading to take advantage of
short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a security
was purchased, such security, if sold, might be sold at a price less than its
cost. Similarly, if interest rates have declined from the time a security was
purchased, such security, if sold, might be sold at a price greater than its
purchase cost. In either instance, if the security was purchased at face value
and held to maturity, no gain or loss would be realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) -- To
the extent each of these Funds' investments are concentrated in the banking
industry, the Fund will have correspondingly greater exposure to the risk
factors which are characteristic of such investments. Sustained increases in
interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In addition,
the value of and the investment return on the Fund's shares could be affected by
economic or regulatory developments in or related to the banking industry, which
industry also is subject to the effects of competition within the banking
industry as well as with other types of financial institutions. Each 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. As a
result, each of these Funds may be subject to greater risk as compared to a fund
that does not follow this practice.
Certain municipal lease/purchase obligations in which each of these Funds
may invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure might
prove difficult. In evaluating the credit quality of a municipal lease/purchase
obligation that is unrated, The Dreyfus Corporation will consider, on an ongoing
basis, a number of factors including the likelihood that the issuing
municipality will discontinue appropriating funding for the leased property.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase the
cost of the Municipal Obligations available for purchase by the Fund and thus
reduce available yield. Shareholders should consult their tax advisers
concerning the effect of these provisions on an investment in either of these
Funds. Proposals that may restrict or eliminate the income tax exemption for
interest on Municipal Obligations may be introduced in the future. If any such
proposal were enacted that would reduce the availability of Municipal
Obligations for investment by these Funds so as to adversely affect Fund
shareholders, each Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of Municipal
Obligation as taxable, the Funds would treat such security as a permissible
Taxable Investment within the applicable limits set forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- 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 years 1993 through 1997, the State
recorded balanced budgets on a cash basis, with positive fund balances in the
General Fund. New York State ended its 1996-97 fiscal year on March 31, 1997 in
balance on a cash basis, with a cash surplus in the General Fund of
approximately $1.4 billion. There can be no assurance that the State will not
face substantial potential budget gaps in future years. Investors should obtain
and review a copy of the Statement of Additional Information which more fully
sets forth these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of this Fund as a "non-diversified" investment company means that
the proportion of the Fund's assets that may be 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 January 31, 1998, The Dreyfus Corporation managed or administered
approximately $96 billion in assets for approximately 1.7 million investor
accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall management of
each Fund's affairs, under separate Management Agreements related to each Fund,
subject to the authority of the Board in accordance with applicable law.
Mellon is a publicly owned multibank holding company incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon is
among the twenty-five largest bank holding companies in the United States based
on total assets. Mellon's principal wholly-owned subsidiaries are Mellon Bank,
N.A., Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston
Company, Inc., AFCO Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries, including The Dreyfus
Corporation, Mellon managed more than $299 billion in assets as of September 30,
1997, including approximately $102 billion in proprietary mutual fund assets. As
of September 30, 1997, Mellon, through various subsidiaries, provided
non-investment services, such as custodial or administration services, for more
than $1.488 trillion in assets, including approximately $60 billion in mutual
fund assets.
For each Fund's most recent fiscal year end (except Dreyfus Government
Prime Cash Management, which has not completed its first fiscal year), each Fund
paid The Dreyfus Corporation a monthly management fee at the annual rate of .20
of 1% of the value of the Fund's average daily net assets.
As to each Fund's Institutional Shares, unless The Dreyfus Corporation
gives Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all expenses of the Fund
(exclusive of taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets. No
Fund will reimburse The Dreyfus Corporation for any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks to obtain
the best execution of orders at the most favorable net price. Subject to this
determination, TheDreyfus Corporation may consider, among other things, the
receipt of research services and/or the sale of shares of a Fund or other funds
managed, advised or administered by The Dreyfus Corporation as factors in the
selection of broker-dealers to execute portfolio transactions for a Fund. See
"Portfolio Transactions" in the Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for shareholder
services from The Dreyfus Corporation's own assets, including past profits but
not including the management fee paid by the Fund. The Funds' distributor may
use part or all of such payments to pay Service Agents in respect of these
services.
DISTRIBUTOR -- The Funds' distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at 60 State Street, Boston, Massachusetts 02109. The
Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, is each Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 90 Washington Street, New York,
New York 10286, is each Fund's Custodian (the "Custodian").
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or similar
capacity. Institutional Shares may not be purchased directly by individuals,
although institutions may purchase shares for accounts maintained by
individuals. Generally, each investor will be required to open a single master
account with the Fund for all purposes. In certain cases, the Fund may request
investors to maintain separate master accounts for shares held by the investor
(i) for its own account, for the account of other institutions and for accounts
for which the institution acts as a fiduciary, and (ii) for accounts for which
the investor acts in some other capacity. An institution may arrange with the
Transfer Agent for sub-accounting services and will be charged directly for the
cost of such services.
The minimum initial investment to purchase Institutional Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in the
aggregate among any class of shares of any Fund or Dreyfus Institutional Short
Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares of
the funds identified above. There is no minimum for subsequent purchases. The
initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right to
reject any purchase order.
Management understands that some financial institutions, securities dealers
and other industry professionals (collectively, "Service Agents") may impose
certain conditions on their clients which are different from those described in
this Prospectus and, to the extent permitted by applicable regulatory authority,
may charge their clients fees in connection with purchases of Institutional
Shares for the accounts of their clients. Service Agents may receive different
levels of compensation for selling different classes of shares. Investors should
consult their Service Agents in this regard.
Institutional Shares may be purchased by wire, by telephone or through a
compatible automated interface or trading system. All payments should be made in
U.S. dollars and, to avoid fees and delays, should be drawn only on U.S. banks.
To place an order by telephone or to determine whether their automated
facilities are compatible with the Fund's, investors should call one of the
telephone numbers listed under "General Information" in this Prospectus.
Institutional Shares are sold on a continuous basis at the net asset value
per share next determined after an order in proper form and Federal Funds
(monies of member banks in the Federal Reserve System which are held on deposit
at a Federal Reserve Bank) are received by the Custodian or other entity
authorized to receive orders on behalf of the Fund. If an investor does not
remit Federal Funds, its payment must be converted into Federal Funds. This
usually occurs within one business day of receipt of a bank wire and within two
business days of receipt of a check drawn on a member bank of the Federal
Reserve System. Checks drawn on banks which are not members of the Federal
Reserve System may take considerably longer to convert into Federal Funds. Prior
to receipt of Federal Funds, the investor's money will not be invested. Net
asset value per share of each class of shares is computed by dividing the value
of the Fund's net assets represented by such class (i.e., the value of its
assets less liabilities) by the total number of shares of such class
outstanding. See "Determination of Net Asset Value" in the Statement of
Additional Information.
Federal regulations require that an investor provide a certified Taxpayer
Identification Number ("TIN") upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application for further
information concerning this requirement. Failure to furnish a certified TIN to
the Fund could subject an investor to a $50 penalty imposed by the Internal
Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY CASH
MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT (as indicated) -- Each of
these Funds' net asset value per share is determined twice daily: (i) as of 5:00
p.m., New York time, and (ii) as of 8:00 p.m., New York time, on each day the
New York Stock Exchange or, as to Dreyfus Cash Management and Dreyfus Cash
Management Plus only, the New York Stock Exchange or the Transfer Agent, is open
for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time, will
become effective at the price determined at 5:00 p.m., New York time, on that
day. Shares so purchased will receive the dividend declared on that day.
As to each Fund except Dreyfus Government Prime Cash Management and Dreyfus
Treasury Prime Cash Management, orders placed with Dreyfus Institutional
Services Division in New York after 12:00 Noon, New York time, but prior to 5:00
p.m., New York time, and payments for which are received in or converted into
Federal Funds by the Custodian by 6:00 p.m., New York time, also will become
effective at the price determined at 5:00 p.m., New York time, on that day.
Shares so purchased will receive the dividend declared on that day.
As to Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime
Cash Management only, orders placed with Dreyfus Institutional Services Division
in New York after 12:00 Noon, New York time, but prior to 3:00 p.m., New York
time, and payments for which are received in or converted into Federal Funds by
the Custodian by 6:00 p.m., New York time, also will become effective at the
price determined at 5:00 p.m., New York time, on that day. Shares so purchased
will receive the dividend declared on that day. Orders for shares placed between
3:00 p.m. and 5:00 p.m., New York time, will not be accepted and executed, and
notice of the purchase order being rejected will be given to the institution
placing the order and any funds received will be returned promptly to the
sending institution.
Orders effected through an automated interface or trading system after 5:00
p.m., New York time, but prior to 8:00 p.m., New York time, will become
effective at the price determined at 8:00 p.m., New York time, on that day, if
Federal Funds are received by the Custodian by 11:00 a.m., New York time, on the
following business day. Shares so purchased will begin to accrue dividends on
the business day following the date the order became effective. Orders in proper
form effected between 5:00 p.m. and 8:00 p.m., New York time, by a means other
than an automated interface or trading system will become effective on the
following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- Each of these Funds' net asset
value per share is determined twice daily: (i) as of 12:00 Noon, New York time,
and (ii) as of 8:00 p.m., New York time, on each day the New York Stock Exchange
is open for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time, will
be effective at the price determined at 12:00 Noon, New York time, on that day.
Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system after
12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will become
effective at the price determined at 8:00 p.m., New York time, on that day, if
Federal Funds are received by the Custodian by 11:00 a.m., New York time, on the
following business day. Shares so purchased will begin to accrue dividends on
the business day following the date the order became effective. Orders in proper
form effected between 12:00 Noon and 8:00 p.m., New York time, by a means other
than an automated interface or trading system will become effective on the
following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Institutional Shares
of a Fund, Institutional Shares of any other Fund or of Dreyfus Institutional
Short Term Treasury Fund, which has different investment objectives and
management policies that may be of interest to investors. Upon an exchange into
a new account the following shareholder services and privileges, as applicable
and where available, will be automatically carried over to the fund into which
the exchange is made: Telephone Exchange Privilege, Redemption by Wire or
Telephone, Redemption Through Compatible Automated Facilities, and the
dividend/capital gain distribution option selected by the investor.
To request an exchange, exchange instructions must be given in writing or
by telephone. See "How to Redeem Shares-- Procedures." Before any exchange into
Dreyfus Institutional Short Term Treasury Fund, the investor must obtain and
should review a copy of the Fund's current prospectus, which may be obtained by
calling one of the telephone numbers listed under "General Information" in this
Prospectus. Shares will be exchanged at the net asset value next determined
after receipt of an exchange request in proper form. No fees currently are
charged investors directly in connection with exchanges, 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 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 impose a charge when Institutional Shares are redeemed.
Service Agents or other institutions may charge their clients a fee for
effecting redemptions of Fund shares. Any share certificates representing Fund
shares being redeemed must be submitted with the redemption request. The value
of the shares redeemed may be more or less than their original cost, depending
upon the respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Institutional Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division or other entity authorized to receive orders on behalf of the Fund, of
a redemption request in proper form, except as provided by the rules of the
Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY CASH
MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT -- If a redemption
request is received in proper form, and transmitted to the Custodian by 5:00
p.m., New York time, the proceeds of the redemption, if transfer by wire is
requested, ordinarily will be transmitted in Federal Funds on the same day and
the shares will not receive the dividend declared on that day. A redemption
request effected through an automated interface or trading system after 5:00
p.m., New York time, but prior to 8:00 p.m., New York time, will be effective on
that day, the shares will receive the dividend declared on that day, and the
proceeds of redemption, if wire transfer is requested, ordinarily will be
transmitted in Federal Funds on the next business day. A redemption request in
proper form effected between 5:00 p.m. and 8:00 p.m., New York time, by a means
other than an automated interface or trading system will not be effective until
the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a redemption request is
received in proper form, and transmitted to the Custodian by 12:00 Noon, New
York time, the proceeds of the redemption, if transfer by wire is requested,
ordinarily will be transmitted in Federal Funds on the same day and the shares
will not receive the dividend declared on that day. A redemption request
effected through an automated interface or trading system after 12:00 Noon, New
York time, but prior to 8:00 p.m., New York time, will be effective on that day,
the shares will receive the dividend declared on that day, and the proceeds of
redemption, if wire transfer is requested, ordinarily will be transmitted in
Federal Funds on the next business day. A redemption request in proper form
effected between 12:00 Noon and 8:00 p.m., New York time, by a means other than
an automated interface or trading system will not be effective until the
following business day.
PROCEDURES
Investors may redeem Institutional Shares by wire or telephone, or through
a compatible automated interface or trading system, as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor refuses
it), the investor authorizes the Transfer Agent to act on telephone instructions
from any person representing himself or herself to be an authorized
representative of the investor, and reasonably believed by the Transfer Agent to
be genuine. Each Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification, to confirm that
instructions are genuine and, if they do not follow such procedures, the Fund or
the Transfer Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Funds nor the Transfer Agent will be liable
for following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Institutional Shares. In such
cases, investors should consider using the other redemption procedures described
herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Institutional Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Institutional Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the amount
involved or the number of telephone redemptions. This procedure may be modified
or terminated at any time by the Transfer Agent or a Fund. The Statement of
Additional Information sets forth instructions for redeeming shares by wire.
Shares for which certificates have been issued may not be redeemed by wire or
telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES -- Each Fund makes available
to institutions the ability to redeem shares through a compatible automated
interface or trading system. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed under "General Information" to determine whether their automated
facilities are compatible and to receive instructions for redeeming
Institutional Shares in this manner.
SHAREHOLDER SERVICES PLAN
Each Fund has a Shareholder Services Plan for its Institutional Shares,
pursuant to which the Fund may pay Dreyfus Service Corporation an amount not to
exceed an annual rate of .25 of 1% of the value of the Fund's average daily net
assets attributable to Institutional Shares for certain allocated expenses of
providing personal services to, and/or maintaining accounts of, holders of
Institutional Shares. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts. The Dreyfus Corporation, and
not the Fund, currently reimburses Dreyfus Service Corporation for any such
allocated expenses with respect to Institutional Shares. See "Management of the
Funds."
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each day
the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash Management
and Dreyfus Cash Management Plus only, or the New York Stock Exchange, as to
each other Fund, is open for business. Institutional Shares begin earning income
dividends on the day the purchase order is effective. Each Fund's earnings for
Saturdays, Sundays and holidays are declared as dividends on the prior business
day. Dividends usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Institutional Shares at net asset value
or, at the investor's option, paid in cash. If an investor redeems all
Institutional Shares in its account at any time during the month, all dividends
to which the investor is entitled will be paid along with the proceeds of the
redemption. An omnibus accountholder may indicate in a partial redemption
request that a portion of any accrued dividends to which such account is
entitled belongs to an underlying accountholder who has redeemed all shares in
his or her account, and such portion of the accrued dividends will be paid to
the accountholder along with the proceeds of the redemption. Distributions from
net realized securities gains, if any, generally are declared and paid once a
year, but the Fund may make distributions on a more frequent basis to comply
with the distribution requirements of the Code, in all events in a manner
consistent with the provisions of the 1940 Act. No Fund will make distributions
from net realized securities gains unless capital loss carryovers, if any, have
been utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Institutional Shares at net
asset value. All expenses are accrued daily and deducted before declaration of
dividends to investors. Dividends paid by each class of shares will be
calculated at the same time and in the same manner and will be in the same
amount, except that the expenses attributable solely to a class will be borne
exclusively by such class.
Dividends paid by each Tax Exempt Fund derived from Taxable Investments,
and dividends paid by each other Fund derived from net investment income,
together with distributions from any net realized short-term securities gains
and all or a portion of any gains realized from the sale or other disposition of
certain market discount bonds, are taxable as ordinary income, whether received
in cash or reinvested in additional Fund shares, if the beneficial holder of
shares is a citizen or resident of the United States. No dividend paid by a Fund
will qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains of the
Fund, if any, generally are taxable as long-term capital gains for Federal
income tax purposes regardless of how long the owner of the Fund shares has held
the shares and whether such distributions are received in cash or reinvested in
additional Fund shares if the owner of Fund shares is a citizen or resident of
the United States. The Code provides that an individual generally will be taxed
on his or her net capital gain at a maximum rate of 28% with respect to capital
gain from securities held for more than one year but not more than 18 months and
at a maximum rate of 20% with respect to capital gain from securities held for
more than 18 months. Under the Code, interest on indebtedness incurred or
continued to purchase or carry Portfolio shares which is deemed to relate to
exempt-interest dividends is not deductible.
Except for dividends from Taxable Investments, it is anticipated that
substantially all dividends paid by each Tax Exempt Fund will not be subject to
Federal income tax and, as to Dreyfus New York Municipal Cash Management, New
York State and New York City income taxes. Dividends and distributions of
Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management
may be subject to certain state and local taxes. Although all or a substantial
portion of the dividends paid by each Tax Exempt Fund may be excluded by the
beneficial holders of Fund shares from their gross income for Federal income tax
purposes, each Tax Exempt Fund may purchase specified private activity bonds,
the interest from which may be (i) a preference item for purposes of the
alternative minimum tax, or (ii) a factor in determining the extent to which the
Social Security benefits of a beneficial holder of Fund shares are taxable. If a
Tax Exempt Fund purchases such securities, the portion of the Fund's dividends
related thereto will not necessarily be tax exempt to a beneficial holder of
Fund shares who is subject to the alternative minimum tax and/or tax on Social
Security benefits and may cause a beneficial holder of Fund shares to be subject
to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus Government
Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury
Prime Cash Management derived from net investment income attributable to
interest from direct obligations of the United States currently are not subject
to state personal income tax. Dividends paid by these Funds may be subject to
state and local corporate income and/or franchise taxes. In addition, in certain
jurisdictions, Fund shareholders may be subject to state and local taxes with
respect to ownership of Fund shares or distributions from the Fund. Each of
these Funds intends to provide shareholders with a statement which sets forth
the percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Municipalities may invest their surplus funds, including funds which are
subject to arbitrage rebate requirements of Section 148 of the Code, in Dreyfus
Government Prime Cash Management. Section 115(1) of the Code provides, in part,
that gross income does not include income derived from the exercise of any
essential governmental function and accruing to a state, territory, or political
subdivision thereof. To the extent that investments in the Fund are made in
connection with such functions, states and their political subdivisions will not
be subject to federal taxation on income or gains derived from an investment in
the Fund. The Fund does not meet currently defined exceptions to the arbitrage
rebate requirements, and a portion or all of the earnings distributed by the
Fund may be required to be paid over to the U.S. Treasury as rebatable arbitrage
earnings in accordance with the provisions of the Code.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a portion
of any gains realized from the sale or other disposition of certain market
discount bonds, paid by a Fund with respect to Fund shares beneficially owned by
a foreign person generally are subject to U.S. nonresident withholding taxes at
the rate of 30%, unless the foreign person claims the benefit of a lower rate
specified in a tax treaty. Distributions from net realized long-term securities
gains paid by a Fund with respect to Fund shares beneficially owned by a foreign
person generally will not be subject to U.S. nonresident withholding tax.
However, such distributions may be subject to backup withholding, as described
below, unless the foreign person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and distributions
will be mailed to such investor annually. Each investor also will receive
periodic summaries of such investor's account which will include information as
to dividends and distributions from securities gains, if any, paid during the
year. For each Tax Exempt Fund, these statements will set forth the dollar
amount of income exempt from Federal tax and, as to Dreyfus New York Municipal
Cash Management, New York State and New York City taxes, and the dollar amount,
if any, subject to such tax. These dollar amounts will vary depending on the
size and length of time of the investor's investment in the Fund. If a Tax
Exempt Fund pays dividends derived from taxable income, it intends to designate
as taxable the same percentage of the day's dividend as the actual taxable
income earned on that day bears to total income earned on that day. Thus, the
percentage of the dividend designated as taxable, if any, may vary from day to
day.
The exchange of shares of one fund for shares of another fund is treated
for Federal income tax purposes as a sale of the shares given in exchange by the
investor and, therefore, an exchanging investor may realize a taxable gain or
loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN furnished
in connection with opening an account is correct, or that such shareholder has
not received notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or interest income on a
Federal income tax return. Furthermore, the IRS may notify the Fund to institute
backup withholding if the IRS determines a shareholder's TIN is incorrect or if
a shareholder has failed to properly report taxable dividend and interest income
on a Federal income tax return.
A TIN is either the Social Security number, IRS individual taxpayer
identification number, or employer identification number of the record owner of
the account. Any tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the account, and may
be claimed as a credit on the record owner's Federal income tax return.
Management believes that each Fund (except Dreyfus Government Prime Cash
Management, which has not completed a fiscal period) has qualified for the
fiscal year ended January 31, 1998 as a "regulated investment company" under the
Code. It is expected that Dreyfus Government Prime Cash Management will qualify
as a "regulated investment company" under the Code so long as such qualification
is in the best interests of shareholders. Each Fund intends to continue to so
qualify if such qualification is in the best interests of its shareholders.
Qualification as a regulated investment company relieves the Fund of any
liability for Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. Each Fund is subject to a
nondeductible 4% excise tax, measured with respect to certain undistributed
amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific questions
as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Government Cash Management and Dreyfus Government Prime Cash
Management are separate series of Dreyfus Government Cash Management Funds (the
"Company"), an open-end management investment company. Each other Fund is a
separate open-end, management investment company. Dreyfus Cash Management, the
Company, and Dreyfus Tax Exempt Cash Management were incorporated under Maryland
law on December 6, 1984, February 1, 1984, and January 27, 1984, respectively,
and commenced operations in March, 1985. On May 22, 1987, each was reorganized
as an unincorporated business trust under the laws of the Commonwealth of
Massachusetts. Previously, the Company's name was Dreyfus Government Cash
Management. Dreyfus New York Municipal Cash Management, Dreyfus Municipal Cash
Management Plus, Dreyfus Treasury Cash Management and Dreyfus Treasury Prime
Cash Management were organized as unincorporated business trusts under the laws
of the Commonwealth of Massachusetts pursuant to separate Agreements and
Declarations of Trust, and commenced operations on November 4, 1991, October 15,
1990, September 4, 1986, and December 27, 1988, respectively. Each of these
Funds is authorized to issue an unlimited number of shares of beneficial
interest, par value $.001 per share.
Under Massachusetts law, shareholders could, under certain circumstances,
be held liable for the obligations of a Fund. However, each Fund's Agreement and
Declaration of Trust (each, a "Trust Agreement") disclaims shareholder liability
for acts or obligations of the 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.
Dreyfus Cash Management Plus was incorporated under Maryland law on August
12, 1987, commenced operations on October 6, 1987, and is authorized to issue 15
billion shares of common stock, par value $.001 per share.
Each Fund's shares are classified into four classes. Each share has one
vote and shareholders will vote in the aggregate and not by class except as
otherwise required by law or with respect to any matter which affects only one
class.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special meeting
of shareholders for purposes of removing a Board member from office. Fund
shareholders may remove a Board member by the affirmative vote of a majority, in
the case of Dreyfus Cash Management Plus, or two-thirds, in the case of each
other Fund, of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing Board
members if, at any time less than a majority of the Board members then holding
office have been elected by shareholders.
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS -- The Company is a "series fund,"
which is a mutual fund divided into separate portfolios, each of which is
treated as a separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to be a shareholder
of any other portfolio. To date, the Company's Board has authorized the creation
of two series of shares -- Dreyfus Government Cash Management and Dreyfus
Government Prime Cash Management. All consideration received by the Company for
shares of one of the portfolios and all assets in which such consideration is
invested will belong to that portfolio (subject only to the rights of creditors
of the Company) and will be subject to the liabilities related thereto. The
income attributable to, and the expenses of, one portfolio are treated
separately from those of the other portfolio. The Company has the ability to
create, from time to time, new series without shareholder approval.
ALL FUNDS -- The Transfer Agent maintains a record of each investor's ownership
and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556- 0144, or, in the case of institutional
investors, by calling in New York State 1-718-895-1650; outside New York State
call toll free 1-800-346-3621. Individuals or entities for whom institutions may
purchase or redeem Institutional Shares should call such institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the business
of issuing, underwriting, selling and/or distributing securities. Accordingly,
banks will perform only administrative and shareholder servicing functions.
While the matter is not free from doubt, each Fund's Board believes that such
laws should not preclude a bank from acting on behalf of clients as contemplated
by this Prospectus. However, judicial or administrative decisions or
interpretations of such laws, as well as changes in either Federal or state
statutes or regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, could prevent a bank from continuing to
perform all or a part of the activities contemplated by this Prospectus. If a
bank were prohibited from so acting, its shareholder clients would be permitted
to remain Fund shareholders and alternative means for continuing the servicing
of such shareholders would be sought. In such event, changes in the operation of
a Fund might occur and shareholders serviced by such bank might no longer be
able to avail themselves of any automatic investment or other services then
being provided by the bank. The Funds do not expect that their respective
shareholders would suffer any adverse financial consequences as a result of any
of these occurrences.
Although each Fund is offering only its own shares, it is possible that a
Fund might become liable for any misstatement in this Prospectus about another
Fund. The Board members with respect to each Fund have considered this factor in
approving the use of this combined Prospectus.
<PAGE>
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- Each Fund may borrow money from banks, but only for temporary
or emergency (not leveraging) purposes, in an amount up to 15% of the value of
its total assets (including the amount borrowed) valued at the lesser of cost or
market, less liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of the value of a Fund's total
assets, the Fund will not make any additional investments. In addition, Dreyfus
Cash Management Plus may borrow for investment purposes on a secured basis
through entering into reverse repurchase agreements as described below.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT AND DREYFUS GOVERNMENT PRIME CASH MANAGEMENT) -- Each of these
Funds may lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete certain
transactions. Each Fund continues to be entitled to payments in amounts equal to
the interest or other distributions payable on the loaned securities which
affords the Fund an opportunity to earn interest on the amount of the loan and
on the loaned securities' collateral. Loans of portfolio securities may not
exceed 331/3% (20% as to Dreyfus Government Cash Management), of the value of
the Fund's total assets, and the Fund will receive collateral consisting of cash
or, as to Dreyfus Cash Management Plus, cash equivalents, U.S. Government
securities, or other high quality liquid debt securities, or, as to Dreyfus
Government Cash Management and Dreyfus Government Prime Cash Management, U.S.
Treasury securities, which will be maintained at all times in an amount equal to
at least 100% of the current market value of the loaned securities. Such loans
are terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) -- The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers. Reverse
repurchase agreements involve the transfer by the Fund of an underlying debt
instrument in return for cash proceeds based on a percentage of the value of the
security. The Fund retains the right to receive interest and principal payments
on the security. The Fund will use the proceeds of reverse repurchase agreements
only to make investments which generally either mature or have a demand feature
to resell to the issuer at a date simultaneous with or prior to the expiration
of the reverse repurchase agreement. At an agreed upon future date, the Fund
repurchases the security, at principal, plus accrued interest. As a result of
these transactions, the Fund is exposed to greater potential fluctuations in the
value of its assets and its net asset value per share. These borrowings will be
subject to interest costs which may or may not be recovered by appreciation of
the securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) -- Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate receivable
on a forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty. A Fund will commit to purchase such securities
only with the intention of actually acquiring the securities, but the Fund may
sell these securities before the settlement date if it is deemed advisable. The
Fund will set aside in a segregated account permissible liquid assets at least
equal at all times to the amount of the commitment.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT,
DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT) --
Each of these Funds may invest in U.S. Treasury securities which include
Treasury Bills, Treasury Notes, and Treasury Bonds that differ in their interest
rates, maturities and times of issuance. Treasury Bills have initial maturities
of one year or less; Treasury Notes have initial maturities of one to ten years;
and Treasury Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT) -- Each of these Funds, in addition to U.S. Treasury securities, may
invest in securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities. Some obligations issued or guaranteed by U.S. Government
agencies and instrumentalities are supported by the full faith and credit of the
U.S. Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit of
the agency or instrumentality. These securities bear fixed, floating or variable
rates of interest. While the U.S. Government currently provides financial
support to such U.S. Government-sponsored agencies or instrumentalities, no
assurance can be given that it will always do so, since it is not so obligated
by law.
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) --
Each of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon the
Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks.
Dreyfus Cash Management also may purchase other short-term obligations issued by
London branches of domestic banks and other banking institutions. Dreyfus Cash
Management Plus also may purchase other short-term obligations issued by foreign
subsidiaries or foreign branches (such as London branches) of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations, and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, each Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Funds -- Investment Considerations and Risks --
Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation of a
bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Commercial paper consists of short-term, unsecured promissory notes issued to
finance short-term credit needs. The commercial paper purchased by each Fund
will consist only of direct obligations. The other corporate obligations in
which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master demand
notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH
MANAGEMENT PLUS) -- The Fund may purchase floating and variable rate demand
notes and bonds, which are obligations ordinarily having stated maturities in
excess of 13 months, but which permit the holder to demand payment of principal
at any time, or at specified intervals not exceeding 13 months, in each case
upon not more than 30 days' notice. Variable rate demand notes include master
demand notes which are obligations that permit the Fund to invest fluctuating
amounts, at varying rates of interest, pursuant to direct arrangements between
the Fund, as lender, and the borrower. These obligations permit daily changes in
the amounts borrowed. Because these obligations are direct lending arrangements
between the lender and borrower, it is not contemplated that such instruments
generally will be traded, and there generally is no established secondary market
for these obligations, although they are redeemable at face value, plus accrued
interest. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) -- The asset- backed
securities in which the Fund may invest are securities issued by special purpose
entities whose primary assets consist of a pool of mortgages, loans, receivables
or other assets. Payment of principal and interest may depend largely on the
cash flows generated by the assets backing the securities and in certain cases,
supported by letters of credit, surety bonds or other forms of credit or
liquidity enhancements. The value of these asset-backed securities also may be
affected by the creditworthiness of the servicing agent for the pool of assets,
the originator of the loans or receivables or the financial institutions
providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Municipal Obligations generally include debt obligations issued to obtain funds
for various public purposes as well as certain industrial development bonds
issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally do
not carry the pledge of the credit of the issuing municipality, but generally
are guaranteed by the corporate entity on whose behalf they are issued. Notes
are short-term instruments which are obligations of the issuing municipalities
or agencies and are sold in anticipation of a bond sale, collection of taxes or
receipt of other revenues. Municipal Obligations include municipal
lease/purchase agreements which are similar to installment purchase contracts
for property or equipment issued by municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS
TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Each of these Funds may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated maturities in
excess of 13 months, but which permit the holder to demand payment of principal
at any time or at specified intervals not exceeding 13 months, in each case upon
not more than 30 days' notice. Variable rate demand notes include master demand
notes which are obligations that permit the Fund to invest fluctuating amounts,
at varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. Frequently, such obligations are secured by letters of credit
or other credit support arrangements provided by banks. Changes in the credit
quality of banks and other financial institutions that provide such credit or
liquidity enhancements to the Fund's portfolio securities could cause losses to
the Fund and affect its share price. Because these obligations are direct
lending arrangements between the lender and borrower, it is not contemplated
that such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are redeemable
at face value plus accrued interest. Accordingly, where these obligations are
not secured by letters of credit or other credit support arrangements, the
Fund's right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. Each obligation purchased by the Fund will
meet the quality criteria established for the purchase of Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial development
bonds and municipal lease/purchase agreements). A participation interest gives
the Fund an undivided interest in the Municipal Obligation in the proportion
that the Fund's participation interest bears to the total principal amount of
the Municipal Obligation. These instruments may have fixed, floating or variable
rates of interest, with remaining maturities of 13 months or less. If the
participation interest is unrated or has been given a rating below that which
otherwise is permissible for purchase by the Fund, it will be backed by an
irrevocable letter of credit or guarantee of a bank that the Fund's Board has
determined meets prescribed quality standards for banks, or the payment
obligation otherwise will be collateralized by U.S. Government securities. For
certain participation interests, the Fund will have the right to demand payment,
on not more than seven days' notice, for all or any part of the Fund's
participation interest in the Municipal Obligation, plus accrued interest. As to
these instruments, the Fund intends to exercise its right to demand payment only
upon a default under the terms of the Municipal Obligation, as needed to provide
liquidity to meet redemptions, or to maintain or improve the quality of its
investment portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT
CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- Each of
these Funds may acquire "stand-by commitments" with respect to Municipal
Obligations held in its portfolio. Under a stand-by commitment, the Fund
obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make payment
on demand. These Funds will acquire stand-by commitments solely to facilitate
portfolio liquidity and none of these Funds intends to exercise its rights
thereunder for trading purposes. These Funds may pay for stand-by commitments if
such action is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such security's yield
to investors. Gains realized in connection with stand-by commitments will be
taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT
CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To the
extent set forth in this Prospectus, each of these Funds may invest in Taxable
Investments consisting of: notes of issuers having, at the time of purchase, a
quality rating within the two highest grades of Moody's, S&P or Fitch;
obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain Portfolio
Securities" above and "Investment Objective and Management Policies -- Portfolio
Securities" in the Statement of Additional Information for more information on
Taxable Investments. Dividends paid by the Fund that are attributable to income
earned by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive purposes,
at no time will more than 20% of the value of the Fund's net assets be invested
in Taxable Investments and, with respect to Dreyfus Tax Exempt Cash Management,
in Municipal Obligations the interest of which gives rise to a preference item
for the purpose of the alternative minimum tax. If a Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply with
the provisions of Rule 2a-7 relating to purchases of taxable instruments. Under
normal market conditions, none of the Funds anticipate that more than 5% of the
value of its total assets will be invested in any one category of Taxable
Investments. ILLIQUID SECURITIES -- Each Fund may invest up to 10% of the value
of its net assets in securities as to which a liquid trading market does not
exist, provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or contractual
restrictions on resale, and repurchase agreements providing for settlement in
more than seven days after notice. As to these securities, each Fund is subject
to a risk that should it desire to sell them when a ready buyer is not available
at a price the Fund deems representative of their value, the value of such
Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH FUND'S
OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S SHARES,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
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<PAGE>
PROSPECTUS
DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY CQSH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
INSTITUTIONAL SHARES
DREYFUS
<PAGE>
COMBINED PROSPECTUS FEBRUARY 23, 1998
DREYFUS CASH MANAGEMENT FUNDS
ADMINISTRATIVE SHARES
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS
TREASURY CASH MANAGEMENT, DREYFUS TREASURY PRIME CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS
NEW YORK MUNICIPAL CASH MANAGEMENT (EACH A "FUND") ARE OPEN-END MANAGEMENT
INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH FUND'S INVESTMENT
OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF CURRENT INCOME AS IS
CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQ UIDITY
AND, IN THE CASE OF DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL INCOME TAX, AND, IN
THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL, NEW YORK STATE, AND NEW YORK CITY INCOME TAXES.
EACH FUND IS DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY BANKS ,
ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL OR SIMILAR
CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIREC TLY BY INDIVIDUALS, ALTHOUGH
INSTITUTIONS MAY PURCHASE SHARES FOR A CCOUNTS MAINTAINED BY INDIVIDUALS. SUCH
INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES OF THIS PROSPECTUS TO EACH
INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION PURCHASES FUND SHARES, TO
THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING ADMINISTRATIVE SHARES.
ADMINISTRATIVE SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN
ACCORDANCE WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940. INVESTORS
CAN INVEST, REINVEST OR REDEEM ADMINISTRATIVE SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE OFFERED BY EACH FUND
PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE
IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES
BORNE BY EACH CLASS, WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO OBTAIN
INFORMATION ABOUT ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE ADDRESS OR CALL
THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A SIGNIFICANT
PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN IT MAY INVOLVE
GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO, EACH WITH OPERATIONS AND
RESULTS WHICH ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED
PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO PROVIDE INVESTORS THE
OPPORTUNITY TO CONSIDER NINE INVESTMENT CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT AN
INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED FEBRUARY 23, 1998, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN
THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS.
IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW.SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF ADDITIONAL
INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK
11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
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>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
ADMINISTRATIVE
SHARES
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
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>
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited (except as
indicated) by Ernst & Young LLP, each Fund's independent auditors. Further
financial data, related notes, and report of independent auditors for each Fund
accompany the Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first reporting period) is per share
operating performance data for an Administrative Share outstanding, total
investment return, ratios to average net assets and other supplemental data for
each period indicated. This information has been derived from the relevant
Fund's financial statements.
DREYFUS CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
PER SHARE DATA:
Net asset value, beginning of period...... $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net..................... .010 .026
DISTRIBUTIONS:
Dividends from investment income-net...... (.010) (.026)
Net asset value, end of period............ $1.00 $1.00
TOTAL INVESTMENT RETURN................... 5.22%(2) 5.32%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..... .30%(2) .30%(2)
Ratio of net investment income to average
net assets 3.74%(2) 5.27%(2)
Net Assets, end of period................... $100 $28,000,000
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
DREYFUS CASH MANAGEMENT PLUS, INC.
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
PER SHARE DATA:
Net asset value, beginning of period...... $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net..................... .010 .027
DISTRIBUTIONS:
DIVIDENDS FROM INVESTMENT INCOME-NET...... (.010) (.027)
Net asset value, end of period............ $1.00 $1.00
TOTAL INVESTMENT RETURN................... 5.22%(2) 5.42%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets... .30%(2) .30%(2)
Ratio of net investment income to average
net assets 4.99%(2) 5.35%(2)
Net Assets, end of period (000's omitted).... $199 $54,000
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
<PAGE>
DREYFUS GOVERNMENT CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
PER SHARE DATA:
Net asset value, beginning of period...... $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net..................... .010 .026
DISTRIBUTIONS:
DIVIDENDS FROM INVESTMENT INCOME-NET...... (.010) (.026)
Net asset value, end of period............ $1.00 $1.00
TOTAL INVESTMENT RETURN................... 5.17%(2) 5.32%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.... .30%(2) .30%(2)
Ratio of net investment income to average
net assets 5.15%(2) 5.27%(2)
Net Assets, end of period (000's omitted).... $36,900 $25,000
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
DREYFUS TREASURY CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
PER SHARE DATA:
Net asset value, beginning of period..... $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net.................... .010 .025
DISTRIBUTIONS:
Dividends from investment income-net..... (.010) (.025)
Net asset value, end of period........... $1.00 $1.00
TOTAL INVESTMENT RETURN.................. 5.07%(2) 5.18%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets... .30%(2) .30%(2)
Ratio of net investment income to average
net assets 4.25%(2) 5.13%(2)
Net Assets, end of period................. $100 $100
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
DREYFUS TREASURY PRIME CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
PER SHARE DATA:
Net asset value, beginning of period.... $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net................... .010 .025
DISTRIBUTIONS:
Dividends from investment income-net.... (.010) (.025)
Net asset value, end of period.......... $1.00 $1.00
TOTAL INVESTMENT RETURN................. 4.97%(2) 5.12%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.. .30%(2) .30%(2)
Ratio of net investment income to average
net assets 4.91%(2) 5.05%(2)
Net Assets, end of period................ $100 $100
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
<PAGE>
<TABLE>
<CAPTION>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
Six Months Ended
Period Ended One Month Ended July 31, 1997
December 31, 1996(1) January 31, 1997* (Unaudited)
PER SHARE DATA:
<S> <C> <C> <C>
Net asset value, beginning of period.. $1.00 $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net................. .0004 .003 .017
DISTRIBUTIONS:
Dividends from investment income-net... (.0004) (.003) (.017)
Net asset value, end of period......... $1.00 $1.00 $1.00
TOTAL INVESTMENT RETURN............... 3.38%(2) 3.30%(2) 3.43%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets. .30%(2) .30%(2) .30%(2)
Ratio of net investment income to average net assets 3.73%(2) 3.64%(2) 3.52%(2)
Net Assets, end of period............... $100 $100 $100
(1) From November 21, 1996 (commencement of initial offering) to December 31, 1996.
(2) Annualized.
* The Fund has changed its fiscal year end from December 31 to January 31. The
information provided is from January 1, 1997 through January 31, 1997.
</TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
Net asset value, beginning of period.. $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net................. .006 .017
DISTRIBUTIONS:
Dividends from investment income-net... (.006) (.017)
Net asset value, end of period......... $1.00 $1.00
TOTAL INVESTMENT RETURN................ 3.24%(2) 3.35%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.. .30%(2) .30%(2)
Ratio of net investment income to average
net assets 3.54%(2) 3.52%(2)
Net Assets, end of period................. $100 $100
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
DREYFUS NEW YORK MUNICIPAL
CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
Net asset value, beginning of period........ $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................... .006 .016
DISTRIBUTIONS:
Dividends from investment income-net........ (.006) (.016)
Net asset value, end of period.............. $1.00 $1.00
TOTAL INVESTMENT RETURN..................... 3.24%(2) 3.31%(2)
RATIOS/SUPPLEMENTAL DATA:
RATIO OF EXPENSES TO AVERAGE NET ASSETS...... .30%(2) .30%(2)
Ratio of net investment income to average
net assets 3.24%(2) 3.60%(2)
Net Assets, end of period.................... $100 $100
(1) From November 21, 1996 (commencement of initial offering) to
January 31, 1997.
(2) Annualized.
<PAGE>
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 Monitor(TM), IBC's Money Fund Report(TM), Morningstar,
Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION,
THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION PURCHASING
SHARES OF THE FUND AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have agreed
to transmit copies of this Prospectus and all relevant Fund materials, including
proxy materials, to each individual or entity for whose account the institution
purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as high
a level of current income as is consistent with the preservation of capital and
the maintenance of liquidity and, in the case of Dreyfus Municipal Cash
Management Plus and Dreyfus Tax Exempt Cash Management only, which is exempt
from Federal income tax, and, in the case of Dreyfus New York Municipal Cash
Management only, which is exempt from Federal, New York State, and New York City
income taxes. Each Fund's investment objective cannot be changed without
approval by the holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) of such Fund's outstanding voting shares.
There can be no assurance that a Fund's investment objective will be achieved.
Each Fund pursues its investment objective in the manner described below.
Securities in which a Fund invests may not earn as high a level of current
income as long-term or lower quality securities which generally have less
liquidity, greater market risk and more fluctuation in market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method of
valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which Rule
includes various maturity, quality and diversification requirements, certain of
which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only in
U.S. dollar denominated securities determined in accordance with procedures
established by the Fund's Board to present minimal credit risks and, in the case
of Dreyfus Cash Management, Dreyfus Cash Management Plus, and each Tax Exempt
Fund, which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as determined
in accordance with procedures established by the Board. Moreover, Dreyfus Cash
Management and Dreyfus Cash Management Plus will purchase only instruments so
rated in the highest rating category or, if unrated, of comparable quality as
determined in accordance with procedures established by the Fund's Board. The
nationally recognized statistical rating organizations currently rating
instruments of the type Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund may purchase are Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit
Rating Co., Fitch IBCA, Inc. ("Fitch"), and Thomson BankWatch, Inc. and their
rating criteria are described in the applicable "Appendix" to the Statement of
Additional Information. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information. There can be no assurance that a Fund will
be able to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is classified as
a diversified investment company. Dreyfus New York Municipal Cash Management is
classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks
or London branches of domestic banks, repurchase agreements, and high grade
commercial paper and other short-term corporate obligations. During normal
market conditions, the Fund will invest at least 25% of its total assets in bank
obligations. See "Investment Considerations and Risks" below and
"Appendix--Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks,
foreign subsidiaries or foreign branches of domestic banks, domestic and foreign
branches of foreign banks and thrift institutions, repurchase agreements,
asset-backed securities, and high quality domestic and foreign commercial paper
and other short-term corporate obligations, including those with floating or
variable rates of interest. See "Appendix -- 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 GOVERNMENT PRIME CASH MANAGEMENT -- The Fund invests only in
securities issued or guaranteed as to principal and interest by the U.S.
Government or its agencies or instrumentalities. See "Appendix--Certain
Portfolio Securities." In addition, the Fund may lend its portfolio securities.
See "Appendix--Investment Techniques --Lending Portfolio Securities." The Fund
does not invest in repurchase agreements or any other type of money market
instrument or security.
DREYFUS TREASURY CASH MANAGEMENT -- The Fund invests in securities issued
or guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix--Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT -- The Fund invests only in
securities issued and guaranteed as to principal and interest by the U.S.
Government. These securities include U.S. Treasury securities, which differ in
their interest rates, maturities and times of issuance. See "Appendix--Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the U.S. Government or any
other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS -- The Fund invests at least 80% of
the value of its net assets (except when maintaining a temporary defensive
position) in Municipal Obligations. Municipal Obligations are debt obligations
issued by states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest from
which is, in the opinion of bond counsel to the issuer, exempt from Federal
income tax. Municipal Obligations generally include debt obligations issued to
obtain funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities. Municipal
Obligations bear fixed, floating or variable rates of interest. See
"Appendix--Certain Portfolio Securities."
From time to time, the Fund may invest more than 25% of the value of its
total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non- governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended (the
"Code"), issued after August 7, 1986, while exempt from Federal income tax, is a
preference item for the purpose of the alternative minimum tax. Where a
regulated investment company receives such interest, a proportionate share of
any exempt-interest dividend paid by the investment company will be treated as
such a preference item to shareholders. The Fund may invest without limitation
in such Municipal Obligations if The Dreyfus Corporation determines that their
purchase is consistent with the Fund's investment objective.
From time to time, on a temporary basis other than for temporary defensive
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix--Certain Portfolio Securities--Taxable Investments."
DREYFUS TAX EXEMPT CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's management
policies are identical to those of Dreyfus Municipal Cash Management Plus,
except that, under normal circumstances, at least 65% of the value of the Fund's
net assets will be invested in debt securities of the State of New York, its
political subdivisions, authorities and corporations, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from Federal, New York
State, and New York City income taxes (collectively, "New York Municipal
Obligations"). The remainder of the Fund's assets may be invested in securities
which are not New York Municipal Obligations and, therefore, may be subject to
Federal, New York State, and New York City income taxes. To the extent
acceptable New York Municipal Obligations are at any time unavailable for
investment by the Fund, the Fund will invest temporarily in other Municipal
Obligations which are subject to New York State and New York City income taxes,
and in Taxable Investments. See "Investment Considerations and Risks --
Investing in New York Municipal Obligations" below, "Dividends, Distributions
and Taxes" and "Appendix -- Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund attempts to increase yields by trading to take
advantage of short-term market variations. This policy is expected to result in
high portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a security
was purchased, such security, if sold, might be sold at a price less than its
cost. Similarly, if interest rates have declined from the time a security was
purchased, such security, if sold, might be sold at a price greater than its
purchase cost. In either instance, if the security was purchased at face value
and held to maturity, no gain or loss would be realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
To the extent each of these Funds' investments are concentrated in the
banking industry, the Fund will have correspondingly greater exposure to the
risk factors which are characteristic of such investments. Sustained increases
in interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In addition,
the value of and the investment return on the Fund's shares could be affected by
economic or regulatory developments in or related to the banking industry, which
industry also is subject to the effects of competition within the banking
industry as well as with other types of financial institutions. Each 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. As a
result, each of these Funds may be subject to greater risk as compared to a fund
that does not follow this practice.
Certain municipal lease/purchase obligations in which each of these Funds
may invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure might
prove difficult. In evaluating the credit quality of a municipal lease/purchase
obligation that is unrated, The Dreyfus Corporation will consider, on an ongoing
basis, a number of factors including the likelihood that the issuing
municipality will discontinue appropriating funding for the leased property.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase the
cost of the Municipal Obligations available for purchase by the Fund and thus
reduce available yield. Shareholders should consult their tax advisers
concerning the effect of these provisions on an investment in either of these
Funds. Proposals that may restrict or eliminate the income tax exemption for
interest on Municipal Obligations may be introduced in the future. If any such
proposal were enacted that would reduce the availability of Municipal
Obligations for investment by these Funds so as to adversely affect Fund
shareholders, each Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of Municipal
Obligation as taxable, the Funds would treat such security as a permissible
Taxable Investment within the applicable limits set forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL
CASH MANAGEMENT) -- 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 years 1993 through 1997, the State
recorded balanced budgets on a cash basis, with positive fund balances in the
General Fund. New York State ended its 1996-97 fiscal year on March 31, 1997 in
balance on a cash basis, with a cash surplus in the General Fund of
approximately $1.4 billion. There can be no assurance that the State will not
face substantial potential budget gaps in future years. Investors should obtain
and review a copy of the Statement of Additional Information which more fully
sets forth these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not limited
by the 1940 Act. A "diversified" investment company is required by the 1940 Act
generally, with respect to 75% of its total assets, to invest not more than 5%
of such assets in the securities of a single issuer. Since a relatively high
percentage of the Fund's assets may be invested in the obligations of a limited
number of issuers, the Fund's investments may be more sensitive to changes in
the market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets, not
more than 5% of its total assets invested in any one issuer. These limitations
do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest in,
or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment company.
In some cases, this procedure may adversely affect the size of the position
obtained for or disposed of by the Fund or the price paid or received by the
Fund.
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 January 31, 1998, The Dreyfus Corporation managed or
administered approximately $96 billion in assets for approximately 1.7 million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall management of
each Fund's affairs under separate Management Agreements related to each Fund,
subject to the authority of the Board in accordance with applicable law.
Mellon is a publicly owned multibank holding company incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon is
among the twenty-five largest bank holding companies in the United States based
on total assets. Mellon's principal wholly-owned subsidiaries are Mellon Bank,
N.A., Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston
Company, Inc., AFCO Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries, including The Dreyfus
Corporation, Mellon managed more than $299 billion in assets as of September 30,
1997, including approximately $102 billion in proprietary mutual fund assets. As
of September 30, 1997, Mellon, through various subsidiaries, provided non-
investment services, such as custodial or administration services, for more than
$1.488 trillion in assets, including approximately $60 billion in mutual fund
assets.
For each Fund's most recent fiscal year end (except Dreyfus Government
Prime Cash Management, which has not completed its first fiscal year), each Fund
paid The Dreyfus Corporation a monthly management fee at the annual rate of .20
of 1% of the value of the Fund's average daily net assets.
As to each Fund's Administrative Shares, unless The Dreyfus Corporation
gives Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all expenses of the Fund
(exclusive of taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
(i)the management fee payable by the Fund monthly at the annual rate of .20 of
1% of the value of the Fund's average daily net assets and (ii) payments made
pursuant to the Fund's Service Plan at the annual rate of .10 of 1% of the value
of the Fund's average daily net assets attributable to Administrative Shares. No
Fund will reimburse The Dreyfus Corporation for any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks to
obtain the best execution of orders at the most favorable net price. Subject to
this determination, TheDreyfus Corporation may consider, among other things, the
receipt of research services and/or the sale of shares of a Fund or other funds
managed, advised or administered by The Dreyfus Corporation as factors in the
selection of broker-dealers to execute portfolio transactions for a Fund. See
"Portfolio Transactions" in the Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for shareholder
services from The Dreyfus Corporation's own assets, including past profits but
not including the management fee paid by the Fund. The Funds' distributor may
use part or all of such payments to pay Service Agents in respect of these
services.
DISTRIBUTOR -- The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian (the "Custodian").
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or similar
capacity. Administrative Shares may not be purchased directly by individuals,
although institutions may purchase shares for accounts maintained by
individuals. Generally, each investor will be required to open a single master
account with the Fund for all purposes. In certain cases, the Fund may request
investors to maintain separate master accounts for shares held by the investor
(i) for its own account, for the account of other institutions and for accounts
for which the institution acts as a fiduciary, and (ii) for accounts for which
the investor acts in some other capacity. An institution may arrange with the
Transfer Agent for sub-accounting services and will be charged directly for the
cost of such services.
The minimum initial investment to purchase Administrative Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in the
aggregate among any class of shares of any Fund or Dreyfus Institutional Short
Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares of
the funds identified above. There is no minimum for subsequent purchases. The
initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right to
reject any purchase order.
Management understands that some financial institutions, securities dealers
and other industry professionals (collectively, "Service Agents") may impose
certain conditions on their clients which are different from those described in
this Prospectus and, to the extent permitted by applicable regulatory authority,
may charge their clients fees in connection with purchases of Administrative
Shares for the accounts of their clients. Service Agents may receive different
levels of compensation for selling different classes of shares. Investors should
consult their Service Agents in this regard.
Administrative Shares may be purchased by wire, by telephone or through a
compatible automated interface or trading system. All payments should be made in
U.S. dollars and, to avoid fees and delays, should be drawn only on U.S. banks.
To place an order by telephone or to determine whether their automated
facilities are compatible with the Fund's, investors should call one of the
telephone numbers listed under "General Information" in this Prospectus.
Administrative Shares are sold on a continuous basis at the net asset value
per share next determined after an order in proper form and Federal Funds
(monies of member banks in the Federal Reserve System which are held on deposit
at a Federal Reserve Bank) are received by the Custodian or other entity
authorized to receive orders on behalf of the Fund. If an investor does not
remit Federal Funds, its payment must be converted into Federal Funds. This
usually occurs within one business day of receipt of a bank wire and within two
business days of receipt of a check drawn on a member bank of the Federal
Reserve System. Checks drawn on banks which are not members of the Federal
Reserve System may take considerably longer to convert into Federal Funds. Prior
to receipt of Federal Funds, the investor's money will not be invested. Net
asset value per share of each class of shares is computed by dividing the value
of the Fund's net assets represented by such class (i.e., the value of its
assets less liabilities) by the total number of shares of such class
outstanding. See "Determination of Net Asset Value" in the Statement of
Additional Information.
Federal regulations require that an investor provide a certified Taxpayer
Identification Number ("TIN") upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application for further
information concerning this requirement. Failure to furnish a certified TIN to
the Fund could subject an investor to a $50 penalty imposed by the Internal
Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY CASH
MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT (as indicated) -- Each of
these Funds' net asset value per share is determined twice daily: (i) as of 5:00
p.m., New York time, and (ii) as of 8:00 p.m., New York time, on each day the
New York Stock Exchange or, as to Dreyfus Cash Management and Dreyfus Cash
Management Plus, the New York Stock Exchange or the Transfer Agent, is open for
business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time, will
become effective at the price determined at 5:00 p.m., New York time, on that
day. Shares so purchased will receive the dividend declared on that day.
As to each Fund except Dreyfus Government Prime Cash Management and Dreyfus
Treasury Prime Cash Management, orders placed with Dreyfus Institutional
Services Division in New York after 12:00 Noon, New York time, but prior to 5:00
p.m., New York time, and payments for which are received in or converted into
Federal Funds by the Custodian by 6:00 p.m., New York time, also will become
effective at the price determined at 5:00 p.m., New York time, on that day.
Shares so purchased will receive the dividend declared on that day.
As to Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime
Cash Management only, orders placed with Dreyfus Institutional Services Division
in New York after 12:00 Noon, New York time, but prior to 3:00 p.m., New York
time, and payments for which are received in or converted into Federal Funds by
the Custodian by 6:00 p.m., New York time, also will become effective at the
price determined at 5:00 p.m., New York time, on that day. Shares so purchased
will receive the dividend declared on that day. Orders for shares placed between
3:00 p.m. and 5:00 p.m., New York time, will not be accepted and executed, and
notice of the purchase order being rejected will be given to the institution
placing the order and any funds received will be returned promptly to the
sending institution.
Orders effected through an automated interface or trading system after 5:00
p.m., New York time, but prior to 8:00 p.m., New York time, will become
effective at the price determined at 8:00 p.m., New York time, on that day, if
Federal Funds are received by the Custodian by 11:00 a.m., New York time, on the
following business day. Shares so purchased will begin to accrue dividends on
the business day following the date the order became effective. Orders in proper
form effected between 5:00 p.m. and 8:00 p.m., New York time, by a means other
than an automated interface or trading system will become effective on the
following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- Each of these Funds' net asset
value per share is determined twice daily: (i) as of 12:00 Noon, New York time,
and (ii) as of 8:00 p.m., New York time, on each day the New York Stock Exchange
is open for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time, will
be effective at the price determined at 12:00 Noon, New York time, on that day.
Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system after
12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will become
effective at the price determined at 8:00 p.m., New York time, on that day, if
Federal Funds are received by the Custodian by 11:00 a.m., New York time, on the
following business day. Shares so purchased will begin to accrue dividends on
the business day following the date the order became effective. Orders in proper
form effected between 12:00 Noon and 8:00 p.m., New York time, by a means other
than an automated interface or trading system will become effective on the
following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Administrative
Shares of a Fund, Administrative Shares of any other Fund. Upon an exchange into
a new account the following shareholder services and privileges, as applicable
and where available, will be automatically carried over to the Fund into which
the exchange is made: Telephone Exchange Privilege, Redemption by Wire or
Telephone, Redemption Through Compatible Automated Facilities and the
dividend/capital gain distribution option selected by the investor.
To request an exchange, exchange instructions must be given in writing or
by telephone. See "How to Redeem Shares-- Procedures." Shares will be exchanged
at the net asset value next determined after receipt of an exchange request in
proper form. No fees currently are charged investors directly in connection with
exchanges, although each Fund reserves the right, upon not less than 60 days'
written notice, to charge investors a nominal administrative fee in accordance
with rules promulgated by the Securities and Exchange Commission. Each Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Administrative Shares and purchase shares of
another class of a Fund should contact Dreyfus Institutional Services Division
by calling one of the telephone numbers listed under "General Information" in
this Prospectus, and should obtain and review a copy of the current prospectus
for the relevant share class which the investor wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables
an investor to invest regularly (on a semi- monthly, monthly, quarterly or
annual basis), in exchange for Administrative Shares of a Fund, in
Administrative Shares of any other Fund if the investor is a shareholder in such
Fund. The amount an investor designates, which can be expressed either in terms
of a specific dollar or share amount, will be exchanged automatically on the
first and/or fifteenth of the month according to the schedule that the investor
has selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by the Fund or the
Transfer Agent. An investor may modify or cancel the exercise of this Privilege
at any time by mailing written notification to Dreyfus Institutional Services
Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York
11556-0144. Each Fund may charge a service fee for the use of this Privilege. No
such fee currently is contemplated. For more information concerning this
Privilege or to obtain a Dreyfus Auto-Exchange Authorization Form, please call
one of the telephone numbers listed under "General Information." See "Dividends,
Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Administrative Shares at any time and
the shares will be redeemed at the next determined net asset value.
None of the Funds imposes 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 or other entity authorized to receive orders on behalf of the Fund of a
redemption request in proper form, except as provided by the rules of the
Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY CASH
MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT -- If a redemption
request is received in proper form, and transmitted to the Custodian by 5:00
p.m., New York time, the proceeds of the redemption, if transfer by wire is
requested, ordinarily will be transmitted in Federal Funds on the same day and
the shares will not receive the dividend declared on that day. A redemption
request effected through an automated interface or trading system after 5:00
p.m., New York time, but prior to 8:00 p.m., New York time, will be effective on
that day, the shares will receive the dividend declared on that day, and the
proceeds of redemption, if wire transfer is requested, ordinarily will be
transmitted in Federal Funds on the next business day. A redemption request in
proper form effected between 5:00 p.m. and 8:00 p.m., New York time, by a means
other than an automated interface or trading system will not be effective until
the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a redemption request is
received in proper form, and transmitted to the Custodian by 12:00 Noon, New
York time, the proceeds of the redemption, if transfer by wire is requested,
ordinarily will be transmitted in Federal Funds on the same day and the shares
will not receive the dividend declared on that day. A redemption request
effected through an automated interface or trading system after 12:00 Noon, New
York time, but prior to 8:00 p.m., New York time, will be effective on that day,
the shares will receive the dividend declared on that day, and the proceeds of
redemption, if wire transfer is requested, ordinarily will be transmitted in
Federal Funds on the next business day. A redemption request in proper form
effected between 12:00 Noon and 8:00 p.m., New York time, by a means other than
an automated interface or trading system will not be effective until the
following business day.
PROCEDURES
Investors may redeem Administrative Shares by wire or telephone, or through
a compatible automated interface or trading system, as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor refuses
it), the investor authorizes the Transfer Agent to act on telephone instructions
from any person representing himself or herself to be an authorized
representative of the investor, and reasonably believed by the Transfer Agent to
be genuine. Each Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification, to confirm that
instructions are genuine and, if they do not follow such procedures, the Fund or
the Transfer Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Funds nor the Transfer Agent will be liable
for following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Administrative Shares. In such
cases, investors should consider using the other redemption procedures described
herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Administrative
Shares by wire or telephone. The redemption proceeds will be paid by wire
transfer. Investors can redeem Administrative Shares by telephone by calling one
of the telephone numbers listed under "General Information." Each Fund reserves
the right to refuse any request made by wire or telephone and may limit the
amount involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or a Fund. The
Statement of Additional Information sets forth instructions for redeeming shares
by wire. Shares for which certificates have been issued may not be redeemed by
wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES -- Each Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether their
automated facilities are compatible and to receive instructions for redeeming
Administrative Shares in this manner.
SERVICE PLAN
Each Fund has adopted a Service Plan pursuant to Rule 12b-1 under the 1940
Act for its Administrative Shares. Under each Service Plan, the Fund (a)
reimburses the Distributor for distributing Administrative Shares and (b) pays
The Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned subsidiary
of The Dreyfus Corporation, and any affiliate of either of them (collectively,
"Dreyfus") for advertising and marketing Administrative Shares and for providing
certain services relating to shareholder accounts for Administrative Shares,
such as answering shareholder inquiries regarding the Fund and providing reports
and other information, and services related to the maintenance of shareholder
accounts ("Servicing"), at an aggregate annual rate of .10 of 1% of the value of
the Fund's average daily net assets attributable to Administrative Shares. Each
of the Distributor and Dreyfus may pay one or more Service Agents a fee in
respect of the Fund's Administrative Shares owned by shareholders with whom the
Service Agent has a Servicing relationship or for whom the Service Agent is the
dealer or holder of record. Each of the Distributor and Dreyfus determines the
amounts, if any, to be paid to Service Agents under the Service Plan and the
basis on which such payments are made. Generally, the Service Agent will provide
holders of Administrative Shares a consolidated statement. The fee payable for
Servicing is intended to be a "service fee" as defined under the Conduct Rules
of the National Association of Securities Dealers, Inc. The fees payable under
the Service Plan are payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each day
the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash Management
and Dreyfus Cash Management Plus, or the New York Stock Exchange only, as to
each other Fund, is open for business. Administrative Shares begin earning
income dividends on the day the purchase order is effective. Each Fund's
earnings for Saturdays, Sundays and holidays are declared as dividends on the
prior business day. Dividends usually are paid on the last calendar day of each
month, and are automatically reinvested in additional Administrative Shares at
net asset value or, at the investor's option, paid in cash. If an investor
redeems all Administrative Shares in its account at any time during the month,
all dividends to which the investor is entitled will be paid along with the
proceeds of the redemption. An omnibus accountholder may indicate in a partial
redemption request that a portion of any accrued dividends to which such account
is entitled belongs to an underlying accountholder who has redeemed all shares
in his or her account, and such portion of the accrued dividends will be paid to
the accountholder along with the proceeds of the redemption. Distributions from
net realized securities gains, if any, generally are declared and paid once a
year, but the Fund may make distributions on a more frequent basis to comply
with the distribution requirements of the Code, in all events in a manner
consistent with the provisions of the 1940 Act. No Fund will make distributions
from net realized securities gains unless capital loss carryovers, if any, have
been utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Administrative Shares at net
asset value. All expenses are accrued daily and deducted before declaration of
dividends to investors. Dividends paid by each class of shares will be
calculated at the same time and in the same manner and will be in the same
amount, except that the expenses attributable solely to a class will be borne
exclusively by such class.
Dividends paid by each Tax Exempt Fund derived from Taxable Investments,
and dividends paid by each other Fund derived from net investment income,
together with distributions from any net realized short-term securities gains
and all or a portion of any gains realized from the sale or other disposition of
certain market discount bonds, are taxable as ordinary income, whether received
in cash or reinvested in shares, if the beneficial holder of shares is a citizen
or resident of the United States. No dividend paid by a Fund will qualify for
the dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains of the Fund, if any,
generally are taxable as long-term capital gains for Federal income tax purposes
regardless of how long the owner of the Fund shares has held the shares and
whether such distributions are received in cash or reinvested in additional Fund
shares if the owner of Fund shares is a citizen or resident of the United
States. The Code provides that an individual generally will be taxed on his or
her net capital gain at a maximum rate of 28% with respect to capital gain from
securities held for more than one year but not more than 18 months and at a
maximum rate of 20% with respect to capital gain from securities held for more
than 18 months. Under the Code, interest on indebtedness incurred or continued
to purchase or carry Fund shares which is deemed to relate to exempt-interest
dividends is not deductible.
Except for dividends from Taxable Investments, it is anticipated that
substantially all dividends paid by each Tax Exempt Fund will not be subject to
Federal income taxes and, as to Dreyfus New York Municipal Cash Management, New
York State and New York City income taxes. Dividends and distributions of
Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management
may be subject to state and local taxes. Although all or a substantial portion
of the dividends paid by each Tax Exempt Fund may be excluded by the beneficial
holders of Fund shares from their gross income for Federal income tax purposes,
each Tax Exempt Fund may purchase specified private activity bonds, the interest
from which may be (i) a preference item for purposes of the alternative minimum
tax, or (ii) a factor in determining the extent to which the Social Security
benefits of a beneficial holder of Fund shares are taxable. If a Tax Exempt Fund
purchases such securities, the portion of the Fund's dividends related thereto
will not necessarily be tax exempt to a beneficial holder of Fund shares who is
subject to the alternative minimum tax and/or tax on Social Security benefits
and may cause a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus Government
Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury
Prime Cash Management derived from net investment income attributable to
interest from direct obligations of the United States currently are not subject
to state personal income tax. Dividends paid by these Funds may be subject to
state and local corporate income and/or franchise taxes. In addition, in certain
jurisdictions, Fund shareholders may be subject to state and local taxes with
respect to ownership of Fund shares or distributions from the Fund. Each of
these Funds intends to provide shareholders with a statement which sets forth
the percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Municipalities may invest their surplus funds, including funds which are
subject to arbitrage rebate requirements of Section 148 of the Code, in Dreyfus
Government Prime Cash Management. Section 115(1) of the Code provides, in part,
that gross income does not include income derived from the exercise of any
essential governmental function and accruing to a state, territory, or political
subdivision thereof. To the extent that investments in the Fund are made in
connection with such functions, states and their political subdivisions will not
be subject to federal taxation on income or gains derived from an investment in
the Fund. The Fund does not meet currently defined exceptions to the arbitrage
rebate requirements, and a portion or all of the earnings distributed by the
Fund may be required to be paid over to the U.S. Treasury as rebatable arbitrage
earnings in accordance with the provisions of the Code.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a portion
of any gains realized from the sale or other disposition of certain market
discount bonds, paid by a Fund with respect to Fund shares beneficially owned by
a foreign person generally are subject to U.S. nonresident withholding taxes at
the rate of 30%, unless the foreign person claims the benefit of a lower rate
specified in a tax treaty. Distributions from net realized long-term securities
gains paid by a Fund with respect to Fund shares beneficially owned by a foreign
person generally will not be subject to U.S. nonresident withholding tax.
However, such distributions may be subject to backup withholding, as described
below, unless the foreign person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and distributions
will be mailed to such investor annually. Each investor also will receive
periodic summaries of such investor's account which will include information as
to dividends and distributions from securities gains, if any, paid during the
year. For each Tax Exempt Fund, these statements will set forth the dollar
amount of income exempt from Federal tax and, as to Dreyfus New York Municipal
Cash Management, New York State and New York City taxes, and the dollar amount,
if any, subject to such tax. These dollar amounts will vary depending on the
size and length of time of the investor's investment in the Fund. If a Tax
Exempt Fund pays dividends derived from taxable income, it intends to designate
as taxable the same percentage of the day's dividend as the actual taxable
income earned on that day bears to total income earned on that day. Thus, the
percentage of the dividend designated as taxable, if any, may vary from day to
day.
The exchange of shares of one fund for shares of another fund is treated
for Federal income tax purposes as a sale of the shares given in exchange by the
investor and, therefore, an exchanging investor may realize a taxable gain or
loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN furnished
in connection with opening an account is correct, or that such shareholder has
not received notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or interest income on a
Federal income tax return. Furthermore, the IRS may notify the Fund to institute
backup withholding if the IRS determines a shareholder's TIN is incorrect or if
a shareholder has failed to properly report taxable dividend and interest income
on a Federal income tax return.
A TIN is either the Social Security number, IRS individual taxpayer number,
or employer identification number of the record owner of the account. Any tax
withheld as a result of backup withholding does not constitute an additional tax
imposed on the record owner of the account, and may be claimed as a credit on
the record owner's Federal income tax return.
Management believes that each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first fiscal year) has qualified for the
fiscal year ended January 31, 1998 as a "regulated investment company" under the
Code. It is expected that Dreyfus Government Prime Cash Management will qualify
as a "regulated investment company" under the Code so long as such qualification
is in the best interests of its shareholders. Each Fund intends to continue to
so qualify if such qualification is in the best interests of its shareholders.
Qualification as a regulated investment company relieves the Fund of any
liability for Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. Each Fund is subject to a
nondeductible 4% excise tax, measured with respect to certain undistributed
amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific questions
as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Government Cash Management and Dreyfus Government Prime Cash
Management are separate series of Dreyfus Government Cash Management Funds (the
"Company"), an open-end management investment company. Each other Fund is a
separate open-end management investment company. Dreyfus Cash Management, the
Company, and Dreyfus Tax Exempt Cash Management were incorporated under Maryland
law on December 6, 1984, February 1, 1984, and January 27, 1984, respectively,
and commenced operations in March, 1985. On May 22, 1987, each of these Funds
was reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Previously, the Company's name was Dreyfus
Government Cash Management. Dreyfus New York Municipal Cash Management, Dreyfus
Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and Dreyfus
Treasury Prime Cash Management were organized as unincorporated business trusts
under the laws of the Commonwealth of Massachusetts pursuant to separate
Agreements and Declarations of Trust and commenced operations on November 4,
1991, October 15, 1990, September 4, 1986, and December 27, 1988, respectively.
Each of these Funds is authorized to issue an unlimited number of shares of
beneficial interest, par value $.001 per share.
Under Massachusetts law, shareholders could, under certain circumstances,
be held liable for the obligations of a Fund. However, each Fund's Agreement and
Declaration of Trust (each, a "Trust Agreement") disclaims shareholder liability
for acts or obligations of the 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.
Dreyfus Cash Management Plus was incorporated under Maryland law on August
12, 1987, commenced operations on October 6, 1987, and is authorized to issue 15
billion shares of common stock, par value $.001 per share.
Each Fund's shares are classified into four classes. Each share has one
vote and shareholders will vote in the aggregate and not by class, except as
otherwise required by law or with respect to any matter which affects only one
class. Holders of Administrative Shares, however, will be entitled to vote on
matters submitted to shareholders pertaining to the Service Plan.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Funds to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special meeting
of shareholders for purposes of removing a Board member from office. Fund
shareholders may remove a Board member by the affirmative vote of a majority, in
the case of Dreyfus Cash Management Plus, or two-thirds, in the case of each
other Fund, of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing Board
members if, at any time less than a majority of the Board members then holding
office have been elected by shareholders.
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS -- The Company is a "series fund,"
which is a mutual fund divided into separate portfolios, each of which is
treated as a separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to be a shareholder
of any other portfolio. To date, the Company's Board has authorized the creation
of two series of shares --- Dreyfus Government Cash Management and Dreyfus
Government Prime Cash Management. All consideration received by the Company for
shares of one of the portfolios and all assets in which such consideration is
invested will belong to that portfolio (subject only to the rights of creditors
of the Company) and will be subject to the liabilities related thereto. The
income attributable to, and the expenses of, one portfolio are treated
separately from those of the other portfolio. The Company has the ability to
create, from time to time, new series without shareholder approval.
ALL FUNDS -- The Transfer Agent maintains a record of each investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556- 0144, or, in the case of institutional
investors, by calling in New York State 1-718-895-1650; outside New York State
call toll free 1-800-346-3621. Individuals or entities for whom institutions may
purchase or redeem Administrative Shares should call such institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the business
of issuing, underwriting, selling and/or distributing securities. Accordingly,
banks will perform only administrative and shareholder servicing functions.
While the matter is not free from doubt, each Fund's Board believes that such
laws should not preclude a bank from acting on behalf of clients as contemplated
by this Prospectus. However, judicial or administrative decisions or
interpretations of such laws, as well as changes in either Federal or state
statutes or regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, could prevent a bank from continuing to
perform all or a part of the activities contemplated by this Prospectus. If a
bank were prohibited from so acting, its shareholder clients would be permitted
to remain Fund shareholders and alternative means for continuing the servicing
of such shareholders would be sought. In such event, changes in the operation of
a Fund might occur and shareholders serviced by such bank might no longer be
able to avail themselves of any automatic investment or other services then
being provided by the bank. The Funds do not expect that their respective
shareholders would suffer any adverse financial consequences as a result of any
of these occurrences.
Although each Fund is offering only its own shares, it is possible that a
Fund might become liable for any misstatement in this Prospectus about another
Fund. Each Fund's Board has considered this factor in approving the use of this
combined Prospectus.
<PAGE>
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of the
value of its total assets (including the amount borrowed) valued at the lesser
of cost or market, less liabilities (not including the amount borrowed) at the
time the borrowing is made. While borrowings exceed 5% of the value of a Fund's
total assets, the Fund will not make any additional investments. In addition,
Dreyfus Cash Management Plus may borrow for investment purposes on a secured
basis through entering into reverse repurchase agreements as described below.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS, DREYFUS
GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH MANAGEMENT) --
Each of these Funds may lend securities from its portfolio to brokers, dealers
and other financial institutions needing to borrow securities to complete
certain transactions. Each Fund continues to be entitled to payments in amounts
equal to the interest or other distributions payable on the loaned securities
which affords the Fund an opportunity to earn interest on the amount of the loan
and on the loaned securities' collateral. Loans of portfolio securities may not
exceed 331/3% (20% as to Dreyfus Government Cash Management) of the value of the
Fund's total assets, and the Fund will receive collateral consisting of cash or,
as to Dreyfus Cash Management Plus, cash equivalents, U.S. Government
securities, or other high quality liquid debt securities, or, as to Dreyfus
Government Cash Management and Dreyfus Government Prime Cash Management, U.S.
Treasury securities, which will be maintained at all times in an amount equal to
at least 100% of the current market value of the loaned securities. Such loans
are terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) -- The Fund
may enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an underlying
debt instrument in return for cash proceeds based on a percentage of the value
of the security. The Fund retains the right to receive interest and principal
payments on the security. The Fund will use the proceeds of reverse repurchase
agreements only to make investments which generally either mature or have a
demand feature to resell to the issuer at a date simultaneous with or prior to
the expiration of the reverse repurchase agreement. At an agreed upon future
date, the Fund repurchases the security, at principal, plus accrued interest. As
a result of these transactions, the Fund is exposed to greater potential
fluctuations in the value of its assets and its net asset value per share. These
borrowings will be subject to interest costs which may or may not be recovered
by appreciation of the securities purchased; in certain cases, interest costs
may exceed the return received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASHMANAGEMENT, DREYFUS GOVERNMENT PRIME CASHMANAGEMENT, 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. The
Fund will set aside in a segregated account permissible liquid assets at least
equal at all times to the amount of the commitment.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT) -- Each of these Funds may invest in U.S. Treasury securities which
include Treasury Bills, Treasury Notes and Treasury Bonds that differ in their
interest rates, maturities and times of issuance. Treasury Bills have initial
maturities of one year or less; Treasury Notes have initial maturities of one to
ten years; and Treasury Bonds generally have initial maturities of greater than
ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH
MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT
PRIME CASH MANAGEMENT) -- Each of these Funds, in addition to U.S. Treasury
securities, may invest in securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities. Some obligations issued or guaranteed by
U.S. Government agencies and instrumentalities are supported by the full faith
and credit of the U.S. Treasury; others by the right of the issuer to borrow
from the Treasury; others by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others only
by the credit of the agency or instrumentality. These securities bear fixed,
floating or variable rates of interest. While the U.S. Government currently
provides financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since it
is not so obligated by law.
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT)
- -- Each of these Funds may enter into repurchase agreements with certain banks
or non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon the
Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
- -- Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks.
Dreyfus Cash Management also may purchase other short-term obligations issued by
London branches of domestic banks and other banking institutions. Dreyfus Cash
Management Plus also may purchase other short-term obligations issued by foreign
subsidiaries or foreign branches (such as London branches) of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations, and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, each Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Funds -- Investment Considerations and Risks --
Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation of a
bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS)
- -- Commercial paper consists of short-term, unsecured promissory notes issued to
finance short-term credit needs. The commercial paper purchased by each Fund
will consist only of direct obligations. The other corporate obligations in
which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master demand
notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) --
The Fund may purchase floating and variable rate demand notes and bonds, which
are obligations ordinarily having stated maturities in excess of 13 months, but
which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more than 30
days' notice. Variable rate demand notes include master demand notes which are
obligations that permit the Fund to invest fluctuating amounts, at varying rates
of interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Because these obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be traded,
and there generally is no established secondary market for these obligations,
although they are redeemable at face value, plus accrued interest. Accordingly,
where these obligations are not secured by letters of credit or other credit
support arrangements, the Fund's right to redeem is dependent on the ability of
the borrower to pay principal and interest on demand.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) -- The asset-backed
securities in which the Fund may invest are securities issued by special purpose
entities whose primary assets consist of a pool of mortgages, loans, receivables
or other assets. Payment of principal and interest may depend largely on the
cash flows generated by the assets backing the securities and in certain cases,
supported by letters of credit, surety bonds or other forms of credit or
liquidity enhancements. The value of these asset-backed securities also may be
affected by the creditworthiness of the servicing agent for the pool of assets,
the originator of the loans or receivables or the financial institutions
providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Municipal Obligations generally include debt obligations issued to obtain funds
for various public purposes as well as certain industrial development bonds
issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally do
not carry the pledge of the credit of the issuing municipality, but generally
are guaranteed by the corporate entity on whose behalf they are issued. Notes
are short- term instruments which are obligations of the issuing municipalities
or agencies and are sold in anticipation of a bond sale, collection of taxes or
receipt of other revenues. Municipal Obligations include municipal
lease/purchase agreements which are similar to installment purchase contracts
for property or equipment issued by municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) -- Each of these Funds may purchase
floating and variable rate demand notes and bonds, which are tax exempt
obligations ordinarily having stated maturities in excess of 13 months, but
which permit the holder to demand payment of principal at any time or at
specified intervals not exceeding 13 months, in each case upon not more than 30
days' notice. Variable rate demand notes include master demand notes which are
obligations that permit the Fund to invest fluctuating amounts, at varying rates
of interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. Changes in the credit quality of banks
and other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the Fund
and affect its share price. Because these obligations are direct lending
arrangements between the lender and borrower, it is not contemplated that such
instruments generally will be traded, and there generally is no established
secondary market for these obligations, although they are redeemable at face
value plus accrued interest. Accordingly, where these obligations are not
secured by letters of credit or other credit support arrangements, the Fund's
right to redeem is dependent on the ability of the borrower to pay principal and
interest on demand. Each obligation purchased by the Fund will meet the quality
criteria established for the purchase of Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial development
bonds and municipal lease/purchase agreements). A participation interest gives
the Fund an undivided interest in the Municipal Obligation in the proportion
that the Fund's participation interest bears to the total principal amount of
the Municipal Obligation. These instruments may have fixed, floating or variable
rates of interest, with remaining maturities of 13 months or less. If the
participation interest is unrated or has been given a rating below that which
otherwise is permissible for purchase by the Fund, it will be backed by an
irrevocable letter of credit or guarantee of a bank that the Fund's Board has
determined meets prescribed quality standards for banks, or the payment
obligation otherwise will be collateralized by U.S. Government securities. For
certain participation interests, the Fund will have the right to demand payment,
on not more than seven days' notice, for all or any part of the Fund's
participation interest in the Municipal Obligation, plus accrued interest. As to
these instruments, the Fund intends to exercise its right to demand payment only
upon a default under the terms of the Municipal Obligation, as needed to provide
liquidity to meet redemptions, or to maintain or improve the quality of its
investment portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT
CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- Each of
these Funds may acquire "stand-by commitments" with respect to Municipal
Obligations held in its portfolio. Under a stand-by commitment, the Fund
obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make payment
on demand. These Funds will acquire stand-by commitments solely to facilitate
portfolio liquidity and none of these Funds intends to exercise its rights
thereunder for trading purposes. These Funds may pay for stand-by commitments if
such action is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such security's yield
to investors. Gains realized in connection with stand-by commitments will be
taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT
CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To the
extent set forth in this Prospectus, each of these Funds may invest in Taxable
Investments consisting of: notes of issuers having, at the time of purchase, a
quality rating within the two highest grades of Moody's, S&P or Fitch;
obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations and
repurchase agreements in respect of any of the foregoing. See "Certain Portfolio
Securities" above and "Investment Objective and Management Policies -- Portfolio
Securities" in the Statement of Additional Information for more information on
Taxable Investments. Dividends paid by the Fund that are attributable to income
earned by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive purposes,
at no time will more than 20% of the value of the Fund's net assets be invested
in Taxable Investments and, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply with
the provisions of Rule 2a-7 relating to purchases of taxable instruments. Under
normal market conditions, none of the Funds anticipate that more than 5% of the
value of its total assets will be invested in any one category of Taxable
Investments.
ILLIQUID SECURITIES -- Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment objective.
Such securities may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale, and repurchase agreements providing for settlement in more than seven
days after notice. As to these securities, each Fund is subject to a risk that
should it desire to sell them when a ready buyer is not available at a price the
Fund deems representative of their value, the value of such Fund's net assets
could be adversely affected.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and in each Fund's
official sales literature in connection with the offer of such Fund's shares,
and, if given or made, such other information or representations must not be
relied upon as having been authorized by a Fund. This Prospectus does not
constitute an offer in any State in which, or to any person to whom, such
offering may not lawfully be made.
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<PAGE>
(C) 1998 DREYFUS SERVICE CORPORATION CMGT/P0298ADM
<PAGE>
PROSPECTUS
DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
ADMINISTRATIVE SHARES
DREYFUS
<PAGE>
COMBINED PROSPECTUS FEBRUARY 23, 1998
DREYFUS CASH MANAGEMENT FUNDS
INVESTOR SHARES
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS
TREASURY CASH MANAGEMENT, DREYFUS TREASURY PRIME CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS
NEW YORK MUNICIPAL CASH MANAGEMENT (EACH, A "FUND") ARE OPEN-END MANAGEMENT
INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH FUND'S INVESTMENT
OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF CURRENT INCOME AS IS
CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY
AND, IN THE CASE OF DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL INCOME TAX, AND, IN
THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH MANA GEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL, NEW YORK STATE, AND NEW YORK CITY INCOME TAXES.
EACH FUND IS DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY BANKS ,
ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL OR SIMILAR
CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY INDIVIDUALS, ALTHOUGH
INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS MAINTAINED BY INDIVIDUALS. SUCH
INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES OF THIS PROSPECTUS TO EACH
INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION PURCHASES FUND SHARES,
TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING INVESTOR SHARES. INVESTOR SHARES
BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN ACCORDANCE WITH RULE
12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940. INVESTORS CAN INVEST, REINVEST
OR REDEEM INVESTOR SHARES AT ANY TIME WITHOUT CHARGE OR PENALTY IMPOSED BY A
FUND. OTHER CLASSES OF SHARES ARE OFFERED BY EACH FUND PURSUANT TO SEPARATE
PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS
TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES BORNE BY EACH CLASS,
WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT
ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET
FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A SIGNIFICANT
PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN IT MAY INVOLVE
GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO, EACH WITH OPERATIONS AND
RESULTS WHICH ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED
PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO PROVIDE INVESTORS
THE OPPORTUNITY TO CONSIDER NINE INVESTMENT CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT AN
INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED FEBRUARY 23, 1998, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN
THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS.
IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP://WWW.SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF ADDITIONAL
INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK
11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT rISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses......................................... 3
Condensed Financial Information........................................ 4
Yield Information...................................................... 7
Description of the Funds............................................... 7
Management of the Funds................................................ 10
How to Buy Shares...................................................... 11
Shareholder Services................................................... 13
How to Redeem Shares................................................... 13
Service Plan........................................................... 14
Dividends, Distributions and Taxes..................................... 15
General Information.................................................... 16
Appendix............................................................... 18
<PAGE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
INVESTOR
SHARES
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
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>
CONDENSED FINANCIAL INFORMATION
THE INFORMATION IN THE FOLLOWING TABLES HAS BEEN AUDITED (EXCEPT AS
INDICATED) BY ERNST & YOUNG LLP, EACH FUND'S INDEPENDENT AUDITORS. FURTHER
FINANCIAL DATA, RELATED NOTES, REPORT OF INDEPENDENT AUDITORS FOR EACH FUND
ACCOMPANY THE STATEMENT OF ADDITIONAL INFORMATION, AVAILABLE UPON REQUEST.
FINANCIAL HIGHLIGHTS
Contained below for each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first reporting period) is per share
operating performance data for an Investor Share outstanding, total investment
return, ratios to average net assets and other supplemental data for each period
indicated. This information has been derived from the relevant Fund's financial
statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31, 1997
1994(1) 1995 1996 1997 (UNAUDITED)
PER SHARE DATA:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period.. $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net................. .002 .040 .056 .050 .025
---- ---- ---- ---- ----
DISTRIBUTIONS:
Dividends from investment income-net.. (.002) (.040) (.056) (.050) (.025)
----- ----- ----- ----- -----
Net asset value, end of period........ $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN................. 2.82%(2) 4.03% 5.76% 5.13% 5.18%(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 2.83%(2) 3.94% 5.54% 5.02% 5.11%(2)
Net Assets, end of period (000's omitted) $52,272 $85,334 $430,302 580,582 $462,000
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
DREYFUS CASH MANAGEMENT PLUS, INC.
FOUR MONTHS SIX MONTHS
ENDED ENDED
YEAR ENDED SEPTEMBER 30, JANUARY 31, JULY 31, 1997
1994(1) 1995 1996 1997* (UNAUDITED)
PER SHARE DATA:
Net asset value, beginning of period........ $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
Investment Operations:
Investment income-net........................ .025 .055 .052 .017 .026
---- ---- ---- ---- ----
Distributions:
Dividends from investment income-net......... (.025) (.055) (.052) (.017) (.026)
----- ----- ----- ----- -----
Net asset value, end of period............... $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN....................... 3.61%(2) 5.61% 5.33% 5.10%(2) 5.26%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..... .45%(2) .45% .45% .45%(2) .45%(2)
Ratio of net investment income to average
net assets................................ 4.00%(2) 5.66% 5.19% 5.07%(2) 5.20%(2)
Net Assets, end of period (000's omitted)... $6,087 $352,499 $629,251 $781,920 $833,000
(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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS GOVERNMENT CASH MANAGEMENT
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JULY 31, 1997
1994(1) 1995 1996 1997 (UNAUDITED)
PER SHARE DATA:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period................. $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net................................ .002 .039 .056 .050 .025
---- ---- ---- ---- ----
DISTRIBUTIONS:
Dividends from investment income-net................. (.002) (.039) (.056) (.050) (.025)
----- ----- ----- ----- -----
Net asset value, end of period....................... $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN................................ 2.82%(2) 3.95% 5.75% 5.12% 5.16%(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 2.83%(2) 4.22% 5.49% 5.01% 5.11%(2)
Net Assets, end of period (000's omitted) $15,097 $39,704 $451,665 $547,460 $699,000
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
DREYFUS TREASURY CASH MANAGEMENT
SIX MONTHS SIX MONTHS
ENDED ENDED
YEAR ENDED JULY 31, JANUARY 31, JULY 31, 1997
1994(1) 1995 1996 1997* (UNAUDITED)
PER SHARE DATA:
Net asset value, beginning of period................... $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
Investment Operations:
Investment income--net ................................ .018 .050 .051 .025 .025
---- ---- ---- ---- ----
Distributions:
Dividends from investment income-net................... (.018) (.050) (.051) (.025) (.025)
------ ------ ----- ----- -----
Net asset value, end of period......................... $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN.................................. 3.22%(2) 5.08% 5.25% 4.96%(2) 5.04%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets .45%(2) .45% .45% .45%(2) .45%(2)
Ratio of net investment income to average net assets.. 3.33%(2) 5.24% 5.05% 4.89%(2) 4.98%(2)
Net Assets, end of period (000's omitted) $20,610 $39,047 $237,566 $330,415 $460,000
(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 SIX MONTHS
ENDED ENDED
YEAR ENDED FEBRUARY 28/29, JANUARY 31, JULY 31, 1997
1994(1) 1995 1996 1997* (UNAUDITED)
PER SHARE DATA:
Net asset value, beginning of period....................... $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
Investment Operations:
Investment income-net...................................... .004 .041 .053 .044 .024
---- ---- ---- ---- ----
Distributions:
Dividends from investment income-net........................ (.004) (.041) (.053) (.044) (.024)
----- ----- ----- ----- -----
Net asset value, end of period.............................. $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN....................................... 2.77%(2) 4.13% 5.39% 4.88%(2) 4.96%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..................... .45%(2) .45% .45% .45%(2) .45%(2)
Ratio of net investment income to average net assets........ 2.78%(2) 4.26% 5.21% 4.80%(2) 4.90%(2)
Net Assets, end of period (000's omitted)................... $53,916 $122,524 $255,618 $358,018 $314,000
(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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
ONE MONTH SIX MONTHS
ENDED ENDED
YEAR ENDED DECEMBER 31, JANUARY 31, JULY 31, 1997
1993(1) 1994 1995 1996 1997* (UNAUDITED)
PER SHARE DATA:
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period................... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net.................................. .005 .025 .035 .031 .003 .016
---- ---- ---- ---- ---- ----
DISTRIBUTIONS:
Dividends from investment income-net................... (.005) (.025) (.035) (.031) (.003) (.016)
----- ----- ----- ----- ----- -----
Net asset value, end of period......................... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN.................................. 2.12%(2) 2.51% 3.60% 3.18% 3.18%(2) 3.27%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................ .45%(2) .45% .45% .45% .45%(2) 45%(2)
Ratio of net investment income to
average net assets..................................... 2.14%(2) 2.43% 3.51% 3.14% 3.13%(2) 3.20%(2)
Net Assets, end of period (000's omitted)............... $1 $1,410 $22,817 $45,828 $66,672 $38,000
(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
SIX MONTHS ENDED
YEAR ENDED JANUARY 31, JANUARY 31, 1997
1994(1) 1995 1996 1997 (UNAUDITED)
PER SHARE DATA:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period........................ $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net....................................... .001 .025 .034 .030 .016
---- ---- ---- ---- ----
DISTRIBUTIONS:
Dividends from investment income-net........................ (.001) (.025) (.034) (.030) (.016)
----- ----- ----- ----- -----
Net asset value, end of period.............................. $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN....................................... 1.83%(2) 2.57% 3.46% 3.05% 3.19%(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........ 1.87%(2) 2.74% 3.39% 2.98% 3.21%(2)
Net Assets, end of period (000's omitted)................... $1 $47,427 $79,813 $44,431 $163,000
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
SIX MONTHS SIX MONTHS
ENDED ENDED
YEAR ENDED JULY 31, JANUARY 31, JULY 31, 1997
1994(1) 1995 1996 1997* (UNAUDITED)
PER SHARE DATA:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period......................... $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
Investment Operations:
Investment income--net ...................................... .011 .032 .031 .015 .016
---- ---- ---- ---- ----
Distributions:
Dividends from investment income-net......................... (.011) (.032) .031 (.015) (.016)
----- ----- ---- ----- -----
Net asset value, end of period............................... $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
TOTAL INVESTMENT RETURN ....................................... 2.02%(2) 3.20% 3.18% 3.04%(2) 3.17%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets...................... .45%(2) .45% .45% .45%(2) .45%(2)
Ratio of net investment income to average net assets......... 2.12%(2) 2.81% 3.09% 3.03%(2) 3.17%(2)
NET ASSETS, END OF PERIOD (000'S OMITTED)................... $53,324 $6,023 $14,317 $8,398 $13,000
(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>
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 Monitor(TM), IBC's Money Fund Report(TM), Morningstar,
Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION,
THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION PURCHASING
SHARES OF THE FUND AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have agreed
to transmit copies of this Prospectus and all relevant Fund materials, including
proxy materials, to each individual or entity for whose account the institution
purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as high
a level of current income as is consistent with the preservation of capital and
the maintenance of liquidity and, in the case of Dreyfus Municipal Cash
Management Plus and Dreyfus Tax Exempt Cash Management only, which is exempt
from Federal income tax, and, in the case of Dreyfus New York Municipal Cash
Management only, which is exempt from Federal, New York State, and New York City
income taxes. Each Fund's investment objective cannot be changed without
approval by the holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) of such Fund's outstanding voting shares.
There can be no assurance that a Fund's investment objective will be achieved.
Each Fund pursues its investment objective in the manner described below.
Securities in which a Fund invests may not earn as high a level of current
income as long-term or lower quality securities which generally have less
liquidity, greater market risk and more fluctuation in market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method of
valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which Rule
includes various maturity, quality and diversification requirements, certain of
which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only in
U.S. dollar denominated securities determined in accordance with procedures
established by the Fund's Board to present minimal credit risks and, in the case
of Dreyfus Cash Management, Dreyfus Cash Management Plus, and each Tax Exempt
Fund, which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as determined
in accordance with procedures established by the Board. Moreover, Dreyfus Cash
Management and Dreyfus Cash Management Plus will purchase only instruments so
rated in the highest rating category or, if unrated, of comparable quality as
determined in accordance with procedures established by the Fund's Board. The
nationally recognized statistical rating organizations currently rating
instruments of the type Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund may purchase are Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit
Rating Co., Fitch IBCA, Inc. ("Fitch"), and Thomson BankWatch, Inc. and their
rating criteria are described in the applicable "Appendix" to the Statement of
Additional Information. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information. There can be no assurance that a Fund will
be able to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is classified
as a diversified investment company. Dreyfus New York Municipal Cash Management
is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks
or London branches of domestic banks, repurchase agreements, and high grade
commercial paper and other short-term corporate obligations. During normal
market conditions, the Fund will invest at least 25% of its total assets in bank
obligations. See "Investment Considerations and Risks" below and
"Appendix--Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks,
foreign subsidiaries or foreign branches of domestic banks, domestic and foreign
branches of foreign banks and thrift institutions, repurchase agreements,
asset-backed securities, and high quality domestic and foreign commercial paper
and other short-term corporate obligations, including those with floating or
variable rates of interest. See "Appendix--Certain Portfolio Securities." In
addition, the Fund may lend portfolio securities and enter into reverse
repurchase agreements. See "Appendix -- Investment Techniques." During normal
market conditions, the Fund will invest at least 25% of its total assets in bank
obligations. See "Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT -- The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government or its agencies
or instrumentalities, and repurchase agreements in respect of these securities.
See "Appendix--Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities. See "Appendix--Investment Techniques--Lending Portfolio
Securities."
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT -- The Fund invests only in securities
issued or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities. See "Appendix--Certain Portfolio Securities." In
addition, the Fund may lend its portfolio securities. See "Appendix --
Investment Techniques -- Lending Portfolio Securities." The Fund does not invest
in repurchase agreements or any other type of money market instrument or
security.
DREYFUS TREASURY CASH MANAGEMENT -- The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix--Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT -- The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government. These
securities include U.S. Treasury securities, which differ in their interest
rates, maturities and times of issuance. See "Appendix--Certain Portfolio
Securities." The Fund does not invest in repurchase agreements, securities
issued by agencies or instrumentalities of the U.S. Government or any other type
of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS -- The Fund invests at least 80% of the
value of its net assets (except when maintaining a temporary defensive position)
in Municipal Obligations. Municipal Obligations are debt obligations issued by
states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the opinion
of bond counsel to the issuer, exempt from Federal income tax. Municipal
Obligations generally include debt obligations issued to obtain funds for
various public purposes as well as certain industrial development bonds issued
by or on behalf of public authorities. Municipal Obligations bear fixed,
floating or variable rates of interest. See "Appendix--Certain Portfolio
Securities."
From time to time, the Fund may invest more than 25% of the value of its
total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non- governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended (the
"Code"), issued after August 7, 1986, while exempt from Federal income tax, is a
preference item for the purpose of the alternative minimum tax. Where a
regulated investment company receives such interest, a proportionate share of
any exempt-interest dividend paid by the investment company will be treated as
such a preference item to shareholders. The Fund may invest without limitation
in such Municipal Obligations if The Dreyfus Corporation determines that their
purchase is consistent with the Fund's investment objective.
From time to time, on a temporary basis other than for temporary defensive
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix--Certain Portfolio Securities--Taxable Investments."
DREYFUS TAX EXEMPT CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that, under
normal circumstances, at least 65% of the value of the Fund's net assets will be
invested in debt securities of the State of New York, its political
subdivisions, authorities and corporations, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal, New York State, and
New York City income taxes (collectively, "New York Municipal Obligations").The
remainder of the Fund's assets may be invested in securities which are not New
York Municipal Obligations, and, therefore may be subject to Federal, New York
State, and New York City income taxes. To the extent acceptable New York
Municipal Obligations are at any time unavailable for investment by the Fund,
the Fund will invest temporarily in other Municipal Obligations which are
subject to New York State and New York City income taxes, and in Taxable
Investments. See "Investment Considerations and Risks -- Investing in New York
Municipal Obligations" below, "Dividends, Distributions and Taxes" and "Appendix
- -- Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund attempts to increase yields by trading to take advantage of
short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a security
was purchased, such security, if sold, might be sold at a price less than its
cost. Similarly, if interest rates have declined from the time a security was
purchased, such security, if sold, might be sold at a price greater than its
purchase cost. In either instance, if the security was purchased at face value
and held to maturity, no gain or loss would be realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) -- To
the extent each of these Funds' investments are concentrated in the banking
industry, the Fund will have correspondingly greater exposure to the risk
factors which are characteristic of such investments. Sustained increases in
interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In addition,
the value of and the investment return on the Fund's shares could be affected by
economic or regulatory developments in or related to the banking industry, which
industry also is subject to the effects of competition within the banking
industry as well as with other types of financial institutions. Each 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. As a
result, each of these Funds may be subject to greater risk as compared to a fund
that does not follow this practice.
Certain municipal lease/purchase obligations in which each of these Funds
may invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure might
prove difficult. In evaluating the credit quality of a municipal lease/purchase
obligation that is unrated, The Dreyfus Corporation will consider, on an ongoing
basis, a number of factors including the likelihood that the issuing
municipality will discontinue appropriating funding for the leased property.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase the
cost of the Municipal Obligations available for purchase by the Fund and thus
reduce available yield. Shareholders should consult their tax advisers
concerning the effect of these provisions on an investment in either of these
Funds. Proposals that may restrict or eliminate the income tax exemption for
interest on Municipal Obligations may be introduced in the future. If any such
proposal were enacted that would reduce the availability of Municipal
Obligations for investment by these Funds so as to adversely affect Fund
shareholders, each Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of
Municipal Obligation as taxable, the Funds would treat such security as a
permissible Taxable Investment within the applicable limits set forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- 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 years 1993 through 1997, the State
recorded balanced budgets on a cash basis, with positive fund balances in the
General Fund. New York State ended its 1996-97 fiscal year on March 31, 1997 in
balance on a cash basis, with a cash surplus in the General Fund of
approximately $1.4 billion. There can be no assurance that the State will not
face substantial potential budget gaps in future years. Investors should obtain
and review a copy of the Statement of Additional Information which more fully
sets forth these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not limited
by the 1940 Act. A "diversified" investment company is required by the 1940 Act
generally, with respect to 75% of its total assets, to invest not more than 5%
of such assets in the securities of a single issuer. Since a relatively high
percentage of the Fund's assets may be invested in the obligations of a limited
number of issuers, the Fund's investments may be more sensitive to changes in
the market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets, not
more than 5% of its total assets invested in any one issuer. These limitations
do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest in,
or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment company.
In some cases, this procedure may adversely affect the size of the position
obtained for or disposed of by the Fund or the price paid or received by the
Fund.
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 January 31, 1998, The Dreyfus Corporation managed or administered
approximately $96 billion in assets for approximately 1.7 million investor
accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall management of
each Fund's affairs under separate Management Agreements related to each Fund,
subject to the authority of the Board in accordance with applicable law.
Mellon is a publicly owned multibank holding company incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon is
among the twenty-five largest bank holding companies in the United States based
on total assets. Mellon's principal wholly-owned subsidiaries are Mellon Bank,
N.A., Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston
Company, Inc., AFCO Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries, including The Dreyfus
Corporation, Mellon managed more than $299 billion in assets as of September 30,
1997, including approximately $102 billion in proprietary mutual fund assets. As
of September 30, 1997, Mellon, through various subsidiaries, provided non-
investment services, such as custodial or administration services, for more than
$1.488 trillion in assets, including approximately $60 billion in mutual fund
assets.
For each Fund's most recent fiscal year end (except Dreyfus Government
Prime Cash Management, which has not completed its first fiscal year), each Fund
paid The Dreyfus Corporation a monthly management fee at the annual rate of .20
of 1% of the value of the Fund's average daily net assets.
As to each Fund's Investor Shares, unless The Dreyfus Corporation gives
Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all expenses of the Fund
(exclusive of taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
(i)the management fee payable by the Fund monthly at the annual rate of .20 of
1% of the value of the Fund's average daily net assets and (ii) payments made
pursuant to the Fund's Service Plan at the annual rate of .25 of 1% of the value
of the Fund's average daily net assets attributable to Investor Shares. No Fund
will reimburse The Dreyfus Corporation for any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks to
obtain the best execution of orders at the most favorable net price. Subject to
this determination, TheDreyfus Corporation may consider, among other things, the
receipt of research services and/or the sale of shares of a Fund or other funds
managed, advised or administered by The Dreyfus Corporation as factors in the
selection of broker-dealers to execute portfolio transactions for a Fund. See
"Portfolio Transactions" in the Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for shareholder
services from The Dreyfus Corporation's own assets, including past profits but
not including the management fee paid by the Fund. The Funds' distributor may
use part or all of such payments to pay Service Agents in respect of these
services.
DISTRIBUTOR -- The Funds' distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at 60 State Street, Boston, Massachusetts 02109. The
Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, is each Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 90 Washington Street, New York,
New York 10286, is each Fund's Custodian (the "Custodian").
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or similar
capacity. Investor Shares may not be purchased directly by individuals, although
institutions may purchase shares for accounts maintained by individuals.
Generally, each investor will be required to open a single master account with
the Fund for all purposes. In certain cases, the Fund may request investors to
maintain separate master accounts for shares held by the investor (i) for its
own account, for the account of other institutions and for accounts for which
the institution acts as a fiduciary, and (ii) for accounts for which the
investor acts in some other capacity. An institution may arrange with the
Transfer Agent for sub-accounting services and will be charged directly for the
cost of such services.
The minimum initial investment to purchase Investor Shares is $10,000,000,
unless: (a) the investor has invested at least $10,000,000 in the aggregate
among any class of shares of any Fund or Dreyfus Institutional Short Term
Treasury Fund; or (b) the investor has, in the opinion of Dreyfus Institutional
Services Division, adequate intent and availability of funds to reach a future
level of investment of $10,000,000 among any class of shares of the funds
identified above. There is no minimum for subsequent purchases. The initial
investment must be accompanied by the Account Application. Share certificates
are issued only upon the investor's written request. No certificates are issued
for fractional shares. Each Fund reserves the right to reject any purchase
order.
Management understands that some financial institutions, securities dealers
and other industry professionals (collectively, "Service Agents") may impose
certain conditions on their clients which are different from those described in
this Prospectus and, to the extent permitted by applicable regulatory authority,
may charge their clients fees in connection with purchases of Investor Shares
for the accounts of their clients. Service Agents may receive different levels
of compensation for selling different classes of shares. Investors should
consult their Service Agents in this regard.
Investor Shares may be purchased by wire, by telephone or through a
compatible automated interface or trading system. All payments should be made in
U.S. dollars and, to avoid fees and delays, should be drawn only on U.S. banks.
To place an order by telephone or to determine whether their automated
facilities are compatible with the Fund's, investors should call one of the
telephone numbers listed under "General Information" in this Prospectus.
Investor Shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form and Federal Funds (monies of
member banks in the Federal Reserve System which are held on deposit at a
Federal Reserve Bank) are received by the Custodian or other entity authorized
to receive orders on behalf of the Fund. If an investor does not remit Federal
Funds, its payment must be converted into Federal Funds. This usually occurs
within one business day of receipt of a bank wire and within two business days
of receipt of a check drawn on a member bank of the Federal Reserve System.
Checks drawn on banks which are not members of the Federal Reserve System may
take considerably longer to convert into Federal Funds. Prior to receipt of
Federal Funds, the investor's money will not be invested. Net asset value per
share of each class of shares is computed by dividing the value of the Fund's
net assets represented by such class (i.e., the value of its assets less
liabilities) by the total number of shares of such class outstanding. See
"Determination of Net Asset Value" in the Statement of Additional Information.
Federal regulations require that an investor provide a certified Taxpayer
Identification Number ("TIN") upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application for further
information concerning this requirement. Failure to furnish a certified TIN to
the Fund could subject an investor to a $50 penalty imposed by the Internal
Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY CASH
MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT (as indicated) -- Each of
these Funds' net asset value per share is determined twice daily: (i) as of 5:00
p.m., New York time and (ii) as of 8:00 p.m. New York time, on each day the New
York Stock Exchange or, as to Dreyfus Cash Management and Dreyfus Cash
Management Plus only, the New York Stock Exchange or the Transfer Agent, is open
for business. Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time, will
become effective at the price determined at 5:00 p.m., New York time, on that
day. Shares so purchased will receive the dividend declared on that day.
As to each Fund except Dreyfus Government Prime Cash Management and Dreyfus
Treasury Prime Cash Management, orders placed with Dreyfus Institutional
Services Division in New York after 12:00 Noon, New York TIME, but prior to 5:00
p.m., New York time, and payments for which are received in or converted into
Federal Funds by the Custodian by 6:00 p.m., New York time, also will become
effective at the price determined at 5:00 p.m., New York time, on that day.
Shares so purchased will receive the dividend declared on that day.
As to Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime
Cash Management only, orders placed with Dreyfus Institutional Services Division
in New York after 12:00 Noon, New York time, but prior to 3:00 p.m., New York
time, and payments for which are received in or converted into Federal Funds by
the Custodian by 6:00 p.m., New York time, also will become effective at the
price determined at 5:00 p.m., New York time, on that day. Shares so purchased
will receive the dividend declared on that day. Orders for shares placed between
3:00 p.m and 5:00 p.m., New York time, will not be accepted and executed, and
notice of the purchase order being rejected will be given to the institution
placing the order and any funds received will be returned promptly to the
sending institution.
Orders effected through an automated interface or trading system after 5:00
p.m., New York time, but prior to 8:00 p.m., New York time, will become
effective at the price determined at 8:00 p.m., New York time, on that day, if
Federal Funds are received by the Custodian by 11:00 a.m., New York time, on the
following business day. Shares so purchased will begin to accrue dividends on
the business day following the date the order became effective. Orders in proper
form effected between 5:00 p.m. and 8:00 p.m., New York time, by a means other
than an automated interface or trading system will become effective on the
following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- Each of these Funds' net asset
value per share is determined twice daily: (i) as of 12:00 Noon, New York time,
and (ii) as of 8:00 p.m., New York time, on each day the New York Stock Exchange
is open for business.
Investors whose orders are placed, and payments are received in or converted
into Federal Funds by the Custodian by 12:00 Noon, New York time, will be
effective at the price determined at 12:00 Noon, New York time, on that day.
Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system after 12:00
Noon, New York time, but prior to 8:00 p.m., New York time, will become
effective at the price determined at 8:00 p.m., New York time, on that day, if
Federal Funds are received by the Custodian by 11:00 a.m., New York time, on the
following business day. Shares so purchased will begin to accrue dividends on
the business day following the date the order became effective. Orders effected
in proper form between 12:00 Noon and 8:00 p.m., New York time, by a means other
than an automated interface or trading system will become effective on the
following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Investor Shares of a
Fund, Investor Shares of any other Fund or of Dreyfus Institutional Short Term
Treasury Fund, which has different investment objectives and management policies
that may be of interest to investors. Upon an exchange into a new account the
following shareholder services and privileges, as applicable and where
available, will be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Redemption by Wire or Telephone,
Redemption Through Compatible Automated Facilities and the dividend/capital gain
distribution option selected by the investor.
To request an exchange, exchange instructions must be given in writing or
by telephone. See "How to Redeem Shares -- Procedures." Before an exchange into
Dreyfus Institutional Short Term Treasury Fund, the investor must obtain and
should review a copy of the fund's current prospectus, which may be obtained by
calling one of the telephone numbers listed under "General Information" in this
Prospectus. Shares will be exchanged at the net asset value next determined
after receipt of an exchange request in proper form. No fees currently are
charged investors directly in connection with exchanges, although each Fund
reserves the right, upon not less than 60 days' written notice, to charge
investors a nominal administrative fee in accordance with rules promulgated by
the Securities and Exchange Commission. Each Fund reserves the right to reject
any exchange request in whole or in part. The availability of Fund Exchanges may
be modified or terminated at any time upon notice to investors. See "Dividends,
Distributions and Taxes."
An investor who wishes to redeem Investor Shares and purchase shares of
another class of a Fund identified above should contact Dreyfus Institutional
Services Division by calling one of the telephone numbers listed under "General
Information" in this Prospectus, and should obtain and review a copy of the
current prospectus for the relevant share class which the investor wishes to
purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi- monthly, monthly, quarterly or annual
basis), in exchange for Investor Shares of a Fund, in Investor Shares of any
other Fund or of Dreyfus Institutional Short Term Treasury Fund, if the investor
is a shareholder in such fund. The amount an investor designates, which can be
expressed either in terms of a specific dollar or share amount, will be
exchanged automatically on the first and/or fifteenth of the month according to
the schedule that the investor has selected. Shares will be exchanged at the
then-current net asset value. The right to exercise this Privilege may be
modified or cancelled by the Fund or the Transfer Agent. An investor may modify
or cancel the exercise of this Privilege at any time by mailing written
notification to Dreyfus Institutional Services Division, EAB Plaza, 144 Glenn
Curtiss Boulevard, 8th Floor, Uniondale, New York 11556-0144. Each Fund may
charge a service fee for the use of this Privilege. No such fee currently is
contemplated. For more information concerning this Privilege or to obtain a
Dreyfus Auto-Exchange Authorization Form, please call one of the telephone
numbers listed under "General Information." See "Dividends, Distributions and
Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Investor Shares at any time and the
shares will be redeemed at the next determined net asset value.
None of the Funds imposes 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 or
other entity authorized to receive orders on behalf of the Fund of a redemption
request in proper form, except as provided by the rules of the Securities and
Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY CASH
MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT -- If a redemption
request is received in proper form, and transmitted to the Custodian by 5:00
p.m., New York time, the proceeds of the redemption, if transfer by wire is
requested, ordinarily will be transmitted in Federal Funds on the same day and
the shares will not receive the dividend declared on that day. A redemption
request effected through an automated interface or trading system after 5:00
p.m., New York time, but prior to 8:00 p.m., New York time, will be effective on
that day, the shares will receive the dividend declared on that day, and the
proceeds of redemption, if wire transfer is requested, ordinarily will be
transmitted in Federal Funds on the next business day. A redemption request in
proper form effected between 5:00 p.m. and 8:00 p.m., New York time, by a means
other than an automated interface or trading system will not be effective until
the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a redemption request is
received in proper form, and transmitted to the Custodian by 12:00 Noon, New
York time, the proceeds of the redemption, if transfer by wire is requested,
ordinarily will be transmitted in Federal Funds on the same day and the shares
will not receive the dividend declared on that day. A redemption request
effected through an automated interface or trading system after 12:00 Noon, New
York time, but prior to 8:00 p.m., New York time, will be effective on that day,
the shares will receive the dividend declared on that day, and the proceeds of
redemption, if wire transfer is requested, ordinarily will be transmitted in
Federal Funds on the next business day. A redemption request in proper form
effected between 12:00 Noon and 8:00 p.m., New York time, by a means other than
an automated interface or trading system will not be effective until the
following business day.
Investors may redeem Investor Shares by wire or telephone, or through a
compatible automated interface or trading system, as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor refuses
it), the investor authorizes the Transfer Agent to act on telephone instructions
from any person representing himself or herself to be an authorized
representative of the investor, and reasonably believed by the Transfer Agent to
be genuine. Each Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification, to confirm that
instructions are genuine and, if they do not follow such procedures, the Fund or
the Transfer Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Funds nor the Transfer Agent will be liable
for following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Investor Shares. In such cases,
investors should consider using the other redemption procedures described
herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Investor Shares by wire
or telephone. The redemption proceeds will be paid by wire transfer. Investors
can redeem Investor Shares by telephone by calling one of the telephone numbers
listed under "General Information." Each Fund reserves the right to refuse any
request made by wire or telephone and may limit the amount involved or the
number of telephone redemptions. This procedure may be modified or terminated at
any time by the Transfer Agent or a Fund. The Statement of Additional
Information sets forth instructions for redeeming shares by wire. Shares for
which certificates have been issued may not be redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES -- Each Fund makes available
to institutions the ability to redeem shares through a compatible automated
interface or trading system. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed under "General Information" to determine whether their automated
facilities are compatible and to receive instructions for redeeming Investor
Shares in this manner.
SERVICE PLAN
Each Fund has adopted a Service Plan pursuant to Rule 12b-1 under the 1940 Act
for its Investor Shares. Under each Service Plan, the Fund (a) reimburses the
Distributor for distributing Investor Shares and (b) pays The Dreyfus
Corporation, Dreyfus Service Corporation, a wholly-owned subsidiary of The
Dreyfus Corporation, and any affiliate of either of them (collectively,
"Dreyfus") for advertising and marketing Investor Shares and for providing
certain services relating to Investor Shares shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing reports and
other information, and services related to the maintenance of shareholder
accounts ("Servicing"), at an aggregate annual rate of .25 of 1% of the value of
the Fund's average daily net assets attributable to Investor Shares. Each of the
Distributor and Dreyfus may pay one or more Service Agents a fee in respect of
the Fund's Investor Shares owned by shareholders with whom the Service Agent has
a Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and Dreyfus determines the amounts, if any,
to be paid to Service Agents under the Service Plan and the basis on which such
payments are made. Generally, the Service Agent will provide holders of Investor
Shares a consolidated statement and checkwriting privileges. The fee payable for
Servicing is intended to be a "service fee" as defined under the Conduct Rules
of the National Association of Securities Dealers, Inc. The fees payable under
the Service Plan are payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each day
the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash Management
and Dreyfus Cash Management Plus, or the New York Stock Exchange only, as to
each other Fund, is open for business. Investor Shares begin earning income
dividends on the day the purchase order is effective. Each Fund's earnings for
Saturdays, Sundays and holidays are declared as dividends on the prior business
day. Dividends usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Investor Shares at net asset value or, at
the investor's option, paid in cash. If an investor redeems all Investor Shares
in its account at any time during the month, all dividends to which the investor
is entitled will be paid along with the proceeds of the redemption. An omnibus
accountholder may indicate in a partial redemption request that a portion of any
accrued dividends to which such account is entitled belongs to an underlying
accountholder who has redeemed all shares in his or her account, and such
portion of the accrued dividends will be paid to the accountholder along with
the proceeds of the redemption. Distributions from net realized securities
gains, if any, 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 of the
Fund, if any, generally are taxable as long-term capital gains for Federal
income tax purposes regardless of how long the owner of the Fund shares has held
the shares and whether such distributions are received in cash or reinvested in
additional Fund shares if the owner of Fund shares is a citizen or resident of
the United States. The Code provides that an individual generally will be taxed
on his or her net capital gain at a maximum rate of 28% with respect to capital
gain from securities held for more than one year but not more than 18 months and
at a maximum rate of 20% with respect to capital gain from securities held for
more than 18 months. Under the Code, interest on indebtedness incurred or
continued to purchase or carry Fund shares which is deemed to relate to
exempt-interest dividends is not deductible.
Except for dividends from Taxable Investments, it is anticipated that
substantially all dividends paid by each tax exempt fund will not be subject to
Federal income tax and, as to Dreyfus New York Municipal Cash Management, New
York State and New York City income taxes. Dividends and distributions of
Dreyfus Cash Management Plus and Dreyfus Tax Exempt Cash Management may be
subject to state and local taxes. Although all or a substantial portion of the
dividends paid by each Tax Exempt Fund may be excluded by the beneficial holders
of Fund shares from their gross income for Federal income tax purposes, each Tax
Exempt Fund may purchase specified private activity bonds, the interest from
which may be (i) a preference item for purposes of the alternative minimum tax,
or (ii) a factor in determining the extent to which the Social Security benefits
of a beneficial holder of Fund shares are taxable. If a Tax Exempt Fund
purchases such securities, the portion of the Fund's dividends related thereto
will not necessarily be tax exempt to a beneficial holder of Fund shares who is
subject to the alternative minimum tax and/or tax on Social Security benefits
and may cause a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus Government
Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury
Prime Cash Management derived from net investment income attributable to
interest from direct obligations of the United States currently are not subject
to state personal income tax. Dividends paid by these Funds may be subject to
state and local corporate income and/or franchise taxes. In addition, in certain
jurisdictions, Fund shareholders may be subject to state and local taxes with
respect to ownership of Fund shares or distributions from the Fund. Each of
these Funds intends to provide shareholders with a statement which sets forth
the percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Municipalities may invest their surplus funds, including funds which are
subject to arbitrage rebate requirements of Section 148 of the Code, in Dreyfus
Government Prime Cash Management. Section 115(1) of the Code provides, in part,
that gross income does not include income derived from the exercise of any
essential governmental function and accruing to a state, territory, or political
subdivision thereof. To the extent that investments in the Fund are made in
connection with such functions, states and their political subdivisions will not
be subject to federal taxation on income or gains derived from an investment in
the Fund. The Fund does not meet currently defined exceptions to the arbitrage
rebate requirements, and a portion or all of the earnings distributed by the
Fund may be required to be paid over to the U.S. Treasury as rebatable arbitrage
earnings in accordance with the provisions of the Code.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a portion
of any gains realized from the sale or other disposition of certain market
discount bonds, paid by a Fund with respect to Fund shares beneficially owned by
a foreign person generally are subject to U.S. nonresident withholding taxes at
the rate of 30%, unless the foreign person claims the benefit of a lower rate
specified in a tax treaty. Distributions from net realized long-term securities
gains paid by a Fund with respect to Fund shares beneficially owned by a foreign
person generally will not be subject to U.S. nonresident withholding tax.
However, such distributions may be subject to backup withholding, as described
below, unless the foreign person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and distributions
will be mailed to such investor annually. Each investor also will receive
periodic summaries of such investor's account which will include information as
to dividends and distributions from securities gains, if any, paid during the
year. For each Tax Exempt Fund, these statements will set forth the dollar
amount of income exempt from Federal tax and, as to Dreyfus New York Municipal
Cash Management, New York State and New York City taxes, and the dollar amount,
if any, subject to such tax. These dollar amounts will vary depending on the
size and length of time of the investor's investment in the Fund. If a Tax
Exempt Fund pays dividends derived from taxable income, it intends to designate
as taxable the same percentage of the day's dividend as the actual taxable
income earned on that day bears to total income earned on that day. Thus, the
percentage of the dividend designated as taxable, if any, may vary from day to
day.
The exchange of shares of one fund for shares of another fund is treated
for Federal income tax purposes as a sale of the shares given in exchange by the
investor and, therefore, an exchanging investor may realize a taxable gain or
loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN furnished
in connection with opening an account is correct, or that such shareholder has
not received notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or interest income on a
Federal income tax return. Furthermore, the IRS may notify the Fund to institute
backup withholding if the IRS determines a shareholder's TIN is incorrect or if
a shareholder has failed to properly report taxable dividend and interest income
on a Federal income tax return.
A TIN is either the Social Security number, IRS individual taxpayer
identification number, or employer identification number of the record owner of
the account. Any tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the account, and may
be claimed as a credit on the record owner's Federal income tax return.
Management believes that each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first fiscal year) has qualified for the
fiscal year ended January 31, 1998, as a "regulated investment company" under
the Code. It is expected that Dreyfus Government Prime Cash Management will
qualify as a "regulated investment company" under the Code so long as such
qualification is in the best interests of shareholders. Each Fund intends to
continue to so qualify if such qualification is in the best interests of its
shareholders.Qualification as a regulated investment company relieves the Fund
of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. Each Fund is
subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific questions
as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Government Cash Management and Dreyfus Government Prime Cash
Management are separate series of Dreyfus Government Cash Management Funds (the
"Company"), an open-end management investment company. Each other Fund is a
separate open-end, management investment company. Dreyfus Cash Management, the
Company, and Dreyfus Tax Exempt Cash Management were incorporated under Maryland
law on December 6, 1984, February 1, 1984, and January 27, 1984, respectively,
and commenced operations in March, 1985. On May 22, 1987, each of these Funds
was reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Previously, the Company's name was Dreyfus
Government Cash Management. Dreyfus New York Municipal Cash Management, Dreyfus
Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and Dreyfus
Treasury Prime Cash Management were organized as unincorporated business trusts
under the laws of the Commonwealth of Massachusetts pursuant to separate
Agreements and Declarations of Trust, and commenced operations on November 4,
1991, October 15, 1990, September 4, 1986, and December 27, 1988, respectively.
Each of these Funds is authorized to issue an unlimited number of shares of
beneficial interest, par value $.001 per share.
Under Massachusetts law, shareholders could, under certain circumstances,
be held liable for the obligations of a Fund. However, each Fund's Agreement and
Declaration of Trust (each, a "Trust Agreement") disclaims shareholder liability
for acts or obligations of such Fund and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Fund or its Trustees. Each Trust Agreement provides for indemnification from
the Fund's property for all losses and expenses of any shareholder held
personally liable for the obligations of the Fund. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations, a possibility which management believes is remote. Upon payment of
any liability incurred by a Fund organized as a Massachusetts business trust,
the shareholder paying such liability will be entitled to reimbursement from the
general assets of such Fund. Each of these Funds intends to conduct its
operations in such a way so as to avoid, as far as possible, ultimate liability
of its shareholders for liabilities of the Fund.
Dreyfus Cash Management Plus was incorporated under Maryland law on August
12, 1987, commenced operations on October 6, 1987, and is authorized to issue 15
billion shares of common stock, par value $.001 per share.
Each Fund's shares are classified into four classes. Each share has one
vote and shareholders will vote in the aggregate and not by class, except as
otherwise required by law or with respect to any matter which affects only one
class. Holders of Investor Shares, however, will be entitled to vote on matters
submitted to shareholders pertaining to the Service Plan.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special meeting
of shareholders for purposes of removing a Board member from office. Fund
shareholders may remove a Board member by the affirmative vote of a majority, in
the case of Dreyfus Cash Management Plus, or two-thirds, in the case of each
other Fund, of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing Board
members if, at any time less than a majority of the Board members then holding
office have been elected by shareholders.
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS -- The Company is a "series fund,"
which is a mutual fund divided into separate portfolios, each of which is
treated as a separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to be a shareholder
of any other portfolio. To date, the Company's Board has authorized the creation
of two series of shares -- Dreyfus Government Cash Management and Dreyfus
Government Prime Cash Management. All consideration received by the Company for
shares of one of the portfolios and all assets in which such consideration is
invested will belong to that portfolio (subject only to the rights of creditors
of the Company) and will be subject to the liabilities related thereto. The
income attributable to, and the expenses of, one portfolio are treated
separately from those of the other portfolio. The Company has the ability to
create, from time to time, new series without shareholder approval.
ALL FUNDS -- The Transfer Agent maintains a record of each investor's ownership
and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556- 0144, or, in the case of institutional
investors, by calling in New York State 1-718-895-1650; outside New York State
call toll free 1-800-346-3621. Individuals or entities for whom institutions may
purchase or redeem
Investor Shares should call such institution directly.
The Glass-Steagall Act and other applicable laws prohibit
Federally chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, each Fund's Board believes
that such laws should not preclude a bank from acting on behalf of clients as
contemplated by this Prospectus. However, judicial or administrative decisions
or interpretations of such laws, as well as changes in either Federal or state
statutes or regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, could prevent a bank from continuing to
perform all or a part of the activities contemplated by this Prospectus. If a
bank were prohibited from so acting, its shareholder clients would be permitted
to remain Fund shareholders and alternative means for continuing the servicing
of such shareholders would be sought. In such event, changes in the operation of
a Fund might occur and shareholders serviced by such bank might no longer be
able to avail themselves of any automatic investment or other services then
being provided by the bank. The Funds do not expect that their respective
shareholders would suffer any adverse financial consequences as a result of any
of these occurrences.
Although each Fund is offering only its own shares, it is possible that a
Fund might become liable for any misstatement in this Prospectus about another
Fund. Each Fund's Board has considered this factor in approving the use of this
combined Prospectus.
<PAGE>
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- Each Fund may borrow money from banks, but only for temporary
or emergency (not leveraging) purposes, in an amount up to 15% of the value of
its total assets (including the amount borrowed) valued at the lesser of cost or
market, less liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of the value of a Fund's total
assets, the Fund will not make any additional investments. In addition, Dreyfus
Cash Management Plus may borrow for investment purposes on a secured basis
through entering into reverse repurchase agreements as described below.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH MANAGEMENT) -- Each of these
Funds may lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete certain
transactions. Each Fund continues to be entitled to payments in amounts equal to
the interest or other distributions payable on the loaned securities which
affords the Fund an opportunity to earn interest on the amount of the loan and
on the loaned securities' collateral. Loans of portfolio securities may not
exceed 331/3% (20% as to Dreyfus Government Cash Management), of the value of
the Fund's total assets, and the Fund will receive collateral consisting of cash
or, as to Dreyfus Cash Management Plus, cash equivalents, U.S. Government
securities, or other high quality liquid debt securities, or, as to Dreyfus
Government Cash Management and Dreyfus Government Prime Cash Management, U.S.
Treasury securities, which will be maintained at all times in an amount equal to
at least 100% of the current market value of the loaned securities. Such loans
are terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) -- The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers. Reverse
repurchase agreements involve the transfer by the Fund of an underlying debt
instrument in return for cash proceeds based on a percentage of the value of the
security. The Fund retains the right to receive interest and principal payments
on the security. The Fund will use the proceeds of reverse repurchase agreements
only to make investments which generally either mature or have a demand feature
to resell to the issuer at a date simultaneous with or prior to the expiration
of the reverse repurchase agreement. At an agreed upon future date, the Fund
repurchases the security, at principal, plus accrued interest. As a result of
these transactions, the Fund is exposed to greater potential fluctuations in the
value of its assets and its net asset value per share. These borrowings will be
subject to interest costs which may or may not be recovered by appreciation of
the securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) -- Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate receivable
on a forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty. A Fund will commit to purchase such securities
only with the intention of actually acquiring the securities, but the Fund may
sell these securities before the settlement date if it is deemed advisable. The
Fund will set aside in a segregated account permissible liquid assets at least
equal at all times to the amount of the commitments.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT,
DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT) --
Each of these Funds may invest in U.S. Treasury securities which include
Treasury Bills, Treasury Notes and Treasury Bonds that differ in their interest
rates, maturities and times of issuance. Treasury Bills have initial maturities
of one year or less; Treasury Notes have initial maturities of one to ten years;
and Treasury Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT) -- Each of these Funds, in addition to U.S. Treasury securities, may
invest in securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities. Some obligations issued or guaranteed by U.S. Government
agencies and instrumentalities are supported by the full faith and credit of the
U.S. Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit of
the agency or instrumentality. These securities bear fixed, floating or variable
rates of interest. While the U.S. Government currently provides financial
support to such U.S. Government-sponsored agencies or instrumentalities, no
assurance can be given that it will always do so, since it is not so obligated
by law.
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) --
Each of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon the
Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks.
Dreyfus Cash Management also may purchase other short-term obligations issued by
London branches of domestic banks and other banking institutions. Dreyfus Cash
Management Plus also may purchase other short-term obligations issued by foreign
subsidiaries or foreign branches (such as London branches) of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations, and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches (such as London branches) of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations of
U.S. domestic issuers. See "Description of the Funds -- Investment
Considerations and Risks -- Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation of a
bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Commercial paper consists of short-term, unsecured promissory notes issued to
finance short-term credit needs. The commercial paper purchased by each Fund
will consist only of direct obligations. The other corporate obligations in
which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master demand
notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) -- The
Fund may purchase floating and variable rate demand notes and bonds, which are
obligations ordinarily having stated maturities in excess of 13 months, but
which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more than 30
days' notice. Variable rate demand notes include master demand notes which are
obligations that permit the Fund to invest fluctuating amounts, at varying rates
of interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Because these obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be traded,
and there generally is no established secondary market for these obligations,
although they are redeemable at face value, plus accrued interest. Accordingly,
where these obligations are not secured by letters of credit or other credit
support arrangements, the Fund's right to redeem is dependent on the ability of
the borrower to pay principal and interest on demand.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) -- The asset-backed
securities in which the Fund may invest are securities issued by special purpose
entities whose primary assets consist of a pool of mortgages, loans, receivables
or other assets. Payment of principal and interest may depend largely on the
cash flows generated by the assets backing the securities and in certain cases,
supported by letters of credit, surety bonds or other forms of credit or
liquidity enhancements. The value of these asset-backed securities also may be
affected by the creditworthiness of the servicing agent for the pool of assets,
the originator of the loans or receivables or the financial institutions
providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Municipal Obligations generally include debt obligations issued to obtain funds
for various public purposes as well as certain industrial development bonds
issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally do
not carry the pledge of the credit of the issuing municipality, but generally
are guaranteed by the corporate entity on whose behalf they are issued. Notes
are short- term instruments which are obligations of the issuing municipalities
or agencies and are sold in anticipation of a bond sale, collection of taxes or
receipt of other revenues. Municipal Obligations include municipal
lease/purchase agreements which are similar to installment purchase contracts
for property or equipment issued by municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS
TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Each of these Funds may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated maturities in
excess of 13 months, but which permit the holder to demand payment of principal
at any time or at specified intervals not exceeding 13 months, in each case upon
not more than 30 days' notice. Variable rate demand notes include master demand
notes which are obligations that permit the Fund to invest fluctuating amounts,
at varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. Frequently, such obligations are secured by letters of credit
or other credit support arrangements provided by banks. Changes in the credit
quality of banks and other financial institutions that provide such credit or
liquidity enhancements to the Fund's portfolio securities could cause losses to
the Fund and affect its share price. Because these obligations are direct
lending arrangements between the lender and borrower, it is not contemplated
that such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are redeemable
at face value plus accrued interest. Accordingly, where these obligations are
not secured by letters of credit or other credit support arrangements, the
Fund's right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. Each obligation purchased by the Fund will
meet the quality criteria established for the purchase of Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial development
bonds and municipal lease/purchase agreements). A participation interest gives
the Fund an undivided interest in the Municipal Obligation in the proportion
that the Fund's participation interest bears to the total principal amount of
the Municipal Obligation. These instruments may have fixed, floating or variable
rates of interest, with remaining maturities of 13 months or less. If the
participation interest is unrated or has been given a rating below that which
otherwise is permissible for purchase by the Fund, it will be backed by an
irrevocable letter of credit or guarantee of a bank that the Fund's Board has
determined meets prescribed quality standards for banks, or the payment
obligation otherwise will be collateralized by U.S. Government securities. For
certain participation interests, the Fund will have the right to demand payment,
on not more than seven days' notice, for all or any part of the Fund's
participation interest in the Municipal Obligation, plus accrued interest. As to
these instruments, the Fund intends to exercise its right to demand payment only
upon a default under the terms of the Municipal Obligation, as needed to provide
liquidity to meet redemptions, or to maintain or improve the quality of its
investment portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT
CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- Each of
these Funds may acquire "stand-by commitments" with respect to Municipal
Obligations held in its portfolio. Under a stand-by commitment, the Fund
obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make payment
on demand. These Funds will acquire stand-by commitments solely to facilitate
portfolio liquidity and none of these Funds intends to exercise its rights
thereunder for trading purposes. These Funds may pay for stand-by commitments if
such action is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such security's yield
to investors. Gains realized in connection with stand-by commitments will be
taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT
CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To the
extent set forth in this Prospectus, each of these Funds may invest in Taxable
Investments consisting of: notes of issuers having, at the time of purchase, a
quality rating within the two highest grades of Moody's, S&P or Fitch;
obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain Portfolio
Securities" above and "Investment Objective and Management Policies -- Portfolio
Securities" in the Statement of Additional Information for more information on
Taxable Investments. Dividends paid by the Fund that are attributable to income
earned by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive purposes,
at no time will more than 20% of the value of the Fund's net assets be invested
in Taxable Investments and, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If a Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply with
the provisions of Rule 2a-7 relating to purchases of taxable instruments. Under
normal market conditions, none of these Funds 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>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
PROSPECTUS
DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
DREUFYS TREASURY PRIME CASH MANAGEMENT
INVESTOR SHARES
DREYFUS
<PAGE>
COMBINED PROSPECTUS FEBRUARY 23, 1998
DREYFUS CASH MANAGEMENT FUNDS
PARTICIPANT SHARES
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS
TREASURY CASH MANAGEMENT, DREYFUS TREASURY PRIME CASH MANAGEMENT, DREYFUS
MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS
NEW YORK MUNICIPAL CASH MANAGEMENT (EACH, A "FUND") ARE OPEN-END MANAGEMENT
INVESTMENT COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH FUND'S INVESTMENT
OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF CURRENT INCOME AS IS
CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY
AND, IN THE CASE OF DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL INCOME TAX, AND, IN
THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL, NEW YORK STATE, AND NEW YORK CITY INCOME TAXES.
EACH FUND IS DESIGNED FOR INSTITUTIONAL INVESTORS, PARTICULARLY BANKS,
ACTING FOR THEMSELVES OR IN A FIDUCIARY, ADVISORY, AGENCY, CUSTODIAL OR SIMILAR
CAPACITY. FUND SHARES MAY NOT BE PURCHASED DIRECTLY BY INDIVIDUALS, ALTHOUGH
INSTITUTIONS MAY PURCHASE SHARES FOR ACCOUNTS MAINTAINED BY INDIVIDUALS. SUCH
INSTITUTIONS HAVE AGREED TO TRANSMIT COPIES OF THIS PROSPECTUS TO EACH
INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION PURCHASES FUND SHARES, TO
THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, EACH FUND IS OFFERING PARTICIPANT SHARES. PARTICIPANT
SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN ADOPTED IN ACCORDANCE WITH
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940. INVESTORS CAN INVEST,
REINVEST OR REDEEM PARTICIPANT SHARES AT ANY TIME WITHOUT CHARGE OR PENALTY
IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE OFFERED BY EACH FUND PURSUANT TO
SEPARATE PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE IDENTICAL,
EXCEPT AS TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES BORNE BY EACH
CLASS, WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO OBTAIN INFORMATION
ABOUT ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER
SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A SIGNIFICANT
PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN IT MAY INVOLVE
GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO, EACH WITH OPERATIONS AND
RESULTS WHICH ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED
PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO PROVIDE INVESTORS THE
OPPORTUNITY TO CONSIDER NINE INVESTMENT CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT AN
INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED FEBRUARY 23, 1998, WHICH MAY
BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN
THIS PROSPECTUS, AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS.
IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF ADDITIONAL
INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK
11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
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>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
PARTICIPANT
SHARES
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
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>
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited (except as
indicated) by Ernst & Young LLP, each Fund's independent auditors. Further
financial data, related notes, and report of independent auditors for each Fund,
accompany the Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first reporting period) is per share
operating performance data for a Participant Share outstanding, total investment
return, ratios to average net assets and other supplemental data for each period
indicated. This information has been derived from the relevant Fund's financial
statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
SIX MONTHS ENDED
PERIOD ENDED JULY 31, 1997
JANUARY 31, 1997(1) (UNAUDITED)
PER SHARE DATA:
<S> <C> <C>
Net asset value, beginning of period........................ $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................................... .010 .025
DISTRIBUTIONS:
Dividends from investment income-net........................ (.010) (.025)
Net asset value, end of period.............................. $1.00 $1.00
TOTAL INVESTMENT RETURN..................................... 4.92%(2) 5.02%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..................... .60%(2) .60%(2)
Ratio of net investment income to average net assets........ 3.84%(2) 4.97%(2)
Net Assets, end of period................................... $100 $1,000,000
- ----------------------------------
(1) From November 21, 1996 (commencement of initial offering) to January 31,
1997.
(2) Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT PLUS, INC.
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
PER SHARE DATA:
<S> <C> <C>
Net asset value, beginning of period........................................ $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net....................................................... .010 .025
DISTRIBUTIONS:
Dividends from investment income-net........................................ (.010) (.025)
Net asset value, end of period.............................................. $1.00 $1.00
TOTAL INVESTMENT RETURN..................................................... 4.92%(2) 5.10%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..................................... .60%(2) .60%(2)
Ratio of net investment income to average net assets........................ 4.78%(2) 5.05%(2)
Net Assets, end of period (000's omitted)................................... $472 $8,000
- -----------------
(1) From November 21, 1996 (commencement of initial offering) to January 31,
1997.
(2) Annualized.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS GOVERNMENT CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
PER SHARE DATA:
<S> <C> <C>
Net asset value, beginning of period.................................. $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net................................................. .001 .025
DISTRIBUTIONS:
Dividends from investment income-net.................................. (.001) (.025)
Net asset value, end of period........................................ $1.00 $1.00
TOTAL INVESTMENT RETURN............................................... 4.87%(2) 5.02%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................... .60%(2) .60%(2)
Ratio of net investment income to average net assets.................. 4.85%(2) 4.96%(2)
Net Assets, end of period (000's omitted)............................. $218 $18,000
- -----------------------
(1) From November 21, 1996 (commencement of initial offering) to January 31,
1997.
(2) Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
PER SHARE DATA:
<S> <C> <C>
Net asset value, beginning of period................................... $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net.................................................. .009 .024
DISTRIBUTIONS:
Dividends from investment income-net................................... (.009) (.024)
Net asset value, end of period......................................... $1.00 $1.00
TOTAL INVESTMENT RETURN................................................ 4.77%(2) 4.88%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................ .60%(2) .60%(2)
Ratio of net investment income to average net assets................... 4.20%(2) 4.83%(2)
Net Assets, end of period.............................................. $100 $28,000,000
- ---------------------
(1) From November 21, 1996 (commencement of initial offering) to January 31,
1997.
(2) Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
PER SHARE DATA:
<S> <C> <C>
Net asset value, beginning of period.................................... $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net................................................... .009 .024
DISTRIBUTIONS:
Dividends from investment income-net.................................... (.009) (.024)
Net asset value, end of period.......................................... $1.00 $1.00
TOTAL INVESTMENT RETURN................................................. 4.66%(2) 4.80%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................. .60%(2) .60%(2)
Ratio of net investment income to average net assets.................... 4.70%(2) 4.75%(2)
Net Assets, end of period............................................... $100 $16,000,000
- ----------------
(1) From November 21, 1996 (commencement of initial offering) to January 31,
1997.
(2) Annualized.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
Six Months Ended
Period Ended One Month Ended July 31, 1997
December 31, 1996(1) January 31, 1997* (Unaudited)
PER SHARE DATA:
<S> <C> <C> <C>
Net asset value, beginning of period................................... $1.00 $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net.................................................. .004 .003 .015
DISTRIBUTIONS:
Dividends from investment income-net................................... (.004) (.003) (.015)
Net asset value, end of period......................................... $1.00 $1.00 $1.00
TOTAL INVESTMENT RETURN................................................ 3.12%(2) 2.94%(2) 3.13%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................ .60%(2) .60%(2) .60%(2)
Ratio of net investment income to average net assets................... 3.55%(2) 3.17%(2) 3.09%(2)
Net Assets, end of period.............................................. $100 $100 $48,000
- -----------------------
(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.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TAX EXEMPT CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
PER SHARE DATA:
<S> <C> <C>
Net asset value, beginning of period.................................. $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net................................................. .006 .015
DISTRIBUTIONS:
Dividends from investment income-net.................................. (.006) (.015)
Net asset value, end of period........................................ $1.00 $1.00
TOTAL INVESTMENT RETURN............................................... 2.94%(2) 3.05%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................... .60%(2) .60%(2)
Ratio of net investment income to average net assets.................. 3.29%(2) 3.40%(2)
Net Assets, end of period............................................. $100 $1,000,000
- --------------------
(1) From November 21, 1996 (commencement of initial offering) to January 31,
1997.
(2) Annualized.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS NEW YORK MUNICIPAL
CASH MANAGEMENT
Six Months Ended
Period Ended July 31, 1997
January 31, 1997(1) (Unaudited)
<S> <C> <C>
PRE SHARE DATA:
Net asset value, beginning of period................................... $1.00 $1.00
INVESTMENT OPERATIONS:
Investment income-net.................................................. .006 .015
DISTRIBUTIONS:
Dividends from investment income-net................................... (.006) (.015)
Net asset value, end of period......................................... $1.00 $1.00
TOTAL INVESTMENT RETURN................................................ 2.94%(2) 3.00%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................ .60%(2) .60%(2)
Ratio of net investment income to average net assets................... 2.88%(2) 3.00%(2)
Net Assets, end of period.............................................. $100 $1,000,000
- ------------------------
(1) From November 21, 1996 (commencement of initial offering) to January 31,
1997.
(2) Annualized.
</TABLE>
<PAGE>
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 Monitor(TM), IBC's Money Fund Report(TM), Morningstar,
Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION,
THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION PURCHASING
SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT
THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have agreed to
transmit copies of this Prospectus and all relevant Fund materials, including
proxy materials, to each individual or entity for whose account the institution
purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of each Fund is to provide investors with as high
a level of current income as is consistent with the preservation of capital and
the maintenance of liquidity and, in the case of Dreyfus Municipal Cash
Management Plus and Dreyfus Tax Exempt Cash Management only, which is exempt
from Federal income tax, and, in the case of Dreyfus New York Municipal Cash
Management only, which is exempt from Federal, New York State, and New York City
income taxes. Each Fund's investment objective cannot be changed without
approval by the holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) of such Fund's outstanding voting shares.
There can be no assurance that a Fund's investment objective will be achieved.
Each Fund pursues its investment objective in the manner described below.
Securities in which a Fund invests may not earn as high a level of current
income as long-term or lower quality securities which generally have less
liquidity, greater market risk and more fluctuation in market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method of
valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which Rule
includes various maturity, quality and diversification requirements, certain of
which are summarized below.
In accordance with Rule 2a-7, each Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only in
U.S. dollar denominated securities determined in accordance with procedures
established by the Fund's Board to present minimal credit risks and, in the case
of Dreyfus Cash Management, Dreyfus Cash Management Plus, and each Tax Exempt
Fund, which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as determined
in accordance with procedures established by the Board. Moreover, Dreyfus Cash
Management and Dreyfus Cash Management Plus will purchase only instruments so
rated in the highest rating category or, if unrated, of comparable quality as
determined in accordance with procedures established by the Fund's Board. The
nationally recognized statistical rating organizations currently rating
instruments of the type Dreyfus Cash Management, Dreyfus Cash Management Plus,
and each Tax Exempt Fund may purchase are Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit
Rating Co., Fitch IBCA, Inc. ("Fitch") and Thomson BankWatch, Inc. and their
rating criteria are described in the applicable "Appendix" to the Statement of
Additional Information. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information. There can be no assurance that a Fund will
be able to maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is classified
as a diversified investment company. Dreyfus New York Municipal Cash Management
is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks
or London branches of domestic banks, repurchase agreements, and high grade
commercial paper and other short-term corporate obligations. During normal
market conditions, the Fund will invest at least 25% of its total assets in bank
obligations. See "Investment Considerations and Risks" below and "Appendix --
Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS -- The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks,
foreign subsidiaries or foreign branches of domestic banks, domestic and foreign
branches of foreign banks and thrift institutions, repurchase agreements,
asset-backed securities, and high quality domestic and foreign commercial paper
and other short-term corporate obligations, including those with floating or
variable rates of interest. See "Appendix--Certain Portfolio Securities." In
addition, the Fund may lend portfolio securities and enter into reverse
repurchase agreements. See "Appendix--Investment Techniques." During normal
market conditions, the Fund will invest at least 25% of its total assets in bank
obligations. See "Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT -- The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government or its agencies
or instrumentalities, and repurchase agreements in respect of these securities.
See "Appendix--Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities. See "Appendix--Investment Techniques--Lending Portfolio
Securities."
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT -- The Fund invests only in securities
issued or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities. See "Appendix--Certain Portfolio Securities." In
addition, the Fund may lend its portfolio securities. See "Appendix --
Investment Techniques -- Lending Portfolio Securities." The Fund does not invest
in repurchase agreements or any other type of money market instrument or
security.
DREYFUS TREASURY CASH MANAGEMENT -- The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix--Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT -- The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government. These
securities include U.S. Treasury securities, which differ in their interest
rates, maturities and times of issuance. See "Appendix--Certain Portfolio
Securities." The Fund does not invest in repurchase agreements, securities
issued by agencies or instrumentalities of the U.S. Government or any other type
of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS -- The Fund invests at least 80% of the
value of its net assets (except when maintaining a temporary defensive position)
in Municipal Obligations. Municipal Obligations are debt obligations issued by
states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the opinion
of bond counsel to the issuer, exempt from Federal income tax. Municipal
Obligations generally include debt obligations issued to obtain funds for
various public purposes as well as certain industrial development bonds issued
by or on behalf of public authorities. Municipal Obligations bear fixed,
floating or variable rates of interest. See "Appendix--Certain Portfolio
Securities."
From time to time, the Fund may invest more than 25% of the value of its
total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended (the
"Code"), issued after August 7, 1986, while exempt from Federal income tax, is a
preference item for the purpose of the alternative minimum tax. Where a
regulated investment company receives such interest, a proportionate share of
any exempt-interest dividend paid by the investment company will be treated as
such a preference item to shareholders. The Fund may invest without limitation
in such Municipal Obligations if The Dreyfus Corporation determines that their
purchase is consistent with the Fund's investment objective.
From time to time, on a temporary basis other than for temporary defensive
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix--Certain Portfolio Securities--Taxable Investments."
DREYFUS TAX EXEMPT CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that, under
normal circumstances, at least 65% of the value of the Fund's net assets will be
invested in debt securities of the State of New York, its political
subdivisions, authorities and corporations, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal, New York State, and
New York City income taxes (collectively, "New York Municipal Obligations"). The
remainder of the Fund's assets may be invested in securities which are not New
York Municipal Obligations, and, therefore may be subject to Federal, New York
State, and New York City income taxes. To the extent acceptable New York
Municipal Obligations are at any time unavailable for investment by the Fund,
the Fund will invest temporarily in other Municipal Obligations which are
subject to New York State and New York City income taxes, and in Taxable
Investments. See "Investment Considerations and Risks--Investing in New York
Municipal Obligations" below, "Dividends, Distributions and Taxes" and
"Appendix--Certain Portfolio Securities."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund attempts to increase yields by trading to take advantage of
short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a security
was purchased, such security, if sold, might be sold at a price less than its
cost. Similarly, if interest rates have declined from the time a security was
purchased, such security, if sold, might be sold at a price greater than its
purchase cost. In either instance, if the security was purchased at face value
and held to maturity, no gain or loss would be realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) -- To
the extent each of these Funds' investments are concentrated in the banking
industry, the Fund will have correspondingly greater exposure to the risk
factors which are characteristic of such investments. Sustained increases in
interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In addition,
the value of and the investment return on the Fund's shares could be affected by
economic or regulatory developments in or related to the banking industry, which
industry also is subject to the effects of competition within the banking
industry as well as with other types of financial institutions. Each 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. As a
result, each of these Funds may be subject to greater risk as compared to a fund
that does not follow this practice.
Certain municipal lease/purchase obligations in which each of these Funds
may invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure might
prove difficult. In evaluating the credit quality of a municipal lease/purchase
obligation that is unrated, The Dreyfus Corporation will consider, on an ongoing
basis, a number of factors including the likelihood that the issuing
municipality will discontinue appropriating funding for the leased property.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase the
cost of the Municipal Obligations available for purchase by the Fund and thus
reduce available yield. Shareholders should consult their tax advisers
concerning the effect of these provisions on an investment in either of these
Funds. Proposals that may restrict or eliminate the income tax exemption for
interest on Municipal Obligations may be introduced in the future. If any such
proposal were enacted that would reduce the availability of Municipal
Obligations for investment by these Funds so as to adversely affect Fund
shareholders, each Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of Municipal
Obligation as taxable, the Funds would treat such security as a permissible
Taxable Investment within the applicable limits set forth herein.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- 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 years 1993 through 1997, the State
recorded balanced budgets on a cash basis, with positive fund balances in the
General Fund. New York State ended its 1996-97 fiscal year on March 31, 1997 in
balance on a cash basis, with a cash surplus in the General Fund of
approximately $1.4 billion. There can be no assurance that the State will not
face substantial potential budget gaps in future years. Investors should obtain
and review a copy of the Statement of Additional Information which more fully
sets forth these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- The
classification of Dreyfus New York Municipal Cash Management as a
"non-diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not limited
by the 1940 Act. A "diversified" investment company is required by the 1940 Act
generally, with respect to 75% of its total assets, to invest not more than 5%
of such assets in the securities of a single issuer. Since a relatively high
percentage of the Fund's assets may be invested in the obligations of a limited
number of issuers, the Fund's investments may be more sensitive to changes in
the market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets, not
more than 5% of its total assets invested in any one issuer. These limitations
do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS -- Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest in,
or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment company.
In some cases, this procedure may adversely affect the size of the position
obtained for or disposed of by the Fund or the price paid or received by the
Fund.
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 January 31, 1998, The Dreyfus Corporation managed or administered
approximately $96 billion in assets for approximately 1.7 million investor
accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall management of
each Fund's affairs under separate Management Agreements related to each Fund,
subject to the authority of the Board in accordance with applicable law.
Mellon is a publicly owned multibank holding company incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon is
among the twenty-five largest bank holding companies in the United States based
on total assets. Mellon's principal wholly-owned subsidiaries are Mellon Bank,
N.A., Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston
Company, Inc., AFCO Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries, including The Dreyfus
Corporation, Mellon managed more than $299 billion in assets as of September 30,
1997, including approximately $102 billion in proprietary mutual fund assets. As
of September 30, 1997, Mellon, through various subsidiaries, provided
non-investment services, such as custodial or administration services, for more
than $1.488 trillion in assets, including approximately $60 billion in mutual
fund assets.
For each Fund's most recent fiscal year end (except Dreyfus Government
Prime Cash Management, which has not completed its first fiscal year), each Fund
paid The Dreyfus Corporation a monthly management fee at the annual rate of .20
of 1% of the value of the Fund's average daily net assets.
As to each Fund's Participant Shares, unless The Dreyfus Corporation gives
Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all expenses of the Fund
(exclusive of taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
(i)the management fee payable by the Fund monthly at the annual rate of .20 of
1% of the value of the Fund's average daily net assets and (ii) payments made
pursuant to the Fund's Service Plan at the annual rate of .40 of 1% of the value
of the Fund's average daily net assets attributable to Participant Shares. No
Fund will reimburse The Dreyfus Corporation for any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks to
obtain the best execution of orders at the most favorable net price. Subject to
this determination, TheDreyfus Corporation may consider, among other things, the
receipt of research services and/or the sale of shares of a Fund or other funds
managed, advised or administered by The Dreyfus Corporation as factors in the
selection of broker-dealers to execute portfolio transactions for a Fund. See
"Portfolio Transactions" in the Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for shareholder
services from The Dreyfus Corporation's own assets, including past profits but
not including the management fee paid by the Fund. The Funds' distributor may
use part or all of such payments to pay Service Agents in respect of these
services.
DISTRIBUTOR -- The Funds' distributor is Premier Mutual Fund Services,
Inc. (the "Distributor"), located at 60 State Street, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, is each Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 90 Washington Street, New York,
New York 10286, is each Fund's Custodian (the "Custodian").
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or similar
capacity. Participant Shares may not be purchased directly by individuals,
although institutions may purchase shares for accounts maintained by
individuals. Generally, each investor will be required to open a single master
account with the Fund for all purposes. In certain cases, the Fund may request
investors to maintain separate master accounts for shares held by the investor
(i) for its own account, for the account of other institutions and for accounts
for which the institution acts as a fiduciary, and (ii) for accounts for which
the investor acts in some other capacity. An institution may arrange with the
Transfer Agent for sub-accounting services and will be charged directly for the
cost of such services.
The minimum initial investment to purchase Participant Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in the
aggregate among any class of shares of any Fund or Dreyfus Institutional Short
Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares of
the funds identified above. There is no minimum for subsequent purchases. The
initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right to
reject any purchase order.
Management understands that some financial institutions, securities dealers
and other industry professionals (collectively, "Service Agents") may impose
certain conditions on their clients which are different from those described in
this Prospectus and, to the extent permitted by applicable regulatory authority,
may charge their clients fees in connection with purchases of Participant Shares
for the accounts of their clients. Service Agents may receive different levels
of compensation for selling different classes of shares. Investors should
consult their Service Agents in this regard.
Participant Shares may be purchased by wire, by telephone or through a
compatible automated interface or trading system. All payments should be made in
U.S. dollars and, to avoid fees and delays, should be drawn only on U.S. banks.
To place an order by telephone or to determine whether their automated
facilities are compatible with the Fund's, investors should call one of the
telephone numbers listed under "General Information" in this Prospectus.
Participant Shares are sold on a continuous basis at the net asset value
per share next determined after an order in proper form and Federal Funds
(monies of member banks in the Federal Reserve System which are held on deposit
at a Federal Reserve Bank) are received by the Custodian or other entity
authorized to receive orders on behalf of the Fund. If an investor does not
remit Federal Funds, its payment must be converted into Federal Funds. This
usually occurs within one business day of receipt of a bank wire and within two
business days of receipt of a check drawn on a member bank of the Federal
Reserve System. Checks drawn on banks which are not members of the Federal
Reserve System may take considerably longer to convert into Federal Funds. Prior
to receipt of Federal Funds, the investor's money will not be invested. Net
asset value per share of each class of shares is computed by dividing the value
of the Fund's net assets represented by such class (i.e., the value of its
assets less liabilities) by the total number of shares of such class
outstanding. See "Determination of Net Asset Value" in the Statement of
Additional Information.
Federal regulations require that an investor provide a certified Taxpayer
Identification Number ("TIN") upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application for further
information concerning this requirement. Failure to furnish a certified TIN to
the Fund could subject an investor to a $50 penalty imposed by the Internal
Revenue Service (the "IRS").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY CASH
MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT (as indicated) -- Each of
these Funds' net asset value per share is determined twice daily: (i) as of 5:00
p.m., New York time, and (ii) as of 8:00 p.m., New York time, on each day the
New York Stock Exchange or, as to Dreyfus Cash Management and Dreyfus Cash
Management Plus only, the New York Stock Exchange or the Transfer Agent, is open
for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time, will
become effective at the price determined at 5:00 p.m., New York time, on that
day. Shares so purchased will receive the dividend declared on that day.
As to each Fund except Dreyfus Government Prime Cash Management and Dreyfus
Treasury Prime Cash Management, orders placed with Dreyfus Institutional
Services Division in New York after 12:00 Noon, New York time, but prior to 5:00
p.m., New York time, and payments for which are received in or converted into
Federal Funds by the Custodian by 6:00 p.m., New York time, also will become
effective at the price determined at 5:00 p.m., New York time, on that day.
Shares so purchased will receive the dividend declared on that day.
As to Dreyfus Government Prime Cash Management and Dreyfus Treasury Prime
Cash Management only, orders placed with Dreyfus Institutional Services Division
in New York after 12:00 Noon, New York time, but prior to 3:00 p.m., New York
time, and payments for which are received in or converted into Federal Funds by
the Custodian by 6:00 p.m., New York time, also will become effective at the
price determined at 5:00 p.m., New York time, on that day. Shares so purchased
will receive the dividend declared on that day. Orders for shares placed between
3:00 p.m and 5:00 p.m., New York time, will not be accepted and executed, and
notice of the purchase order being rejected will be given to the institution
placing the order and any funds received will be returned promptly to the
sending institution.
Orders effected through an automated interface or trading system after 5:00
p.m., New York time, but prior to 8:00 p.m., New York time, will become
effective at the price determined at 8:00 p.m., New York time, on that day, if
Federal Funds are received by the Custodian by 11:00 a.m., New York time, on the
following business day. Shares so purchased will begin to accrue dividends on
the business day following the date the order became effective. Orders in proper
form effected between 5:00 p.m. and 8:00 p.m., New York time, by a means other
than an automated interface or trading system will become effective on the
following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- Each of these Funds' net asset
value per share is determined twice daily: (i) as of 12:00 Noon, New York time,
and (ii) as of 8:00 p.m., New York time, on each day the New York Stock Exchange
is open for business.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time, will
be effective at the price determined at 12:00 Noon, New York time, on that day.
Shares so purchased will receive the dividend declared on that day.
Orders effected through an automated interface or trading system after
12:00 Noon, New York time, but prior to 8:00 p.m., New York time, will become
effective at the price determined at 8:00 p.m., New York time, on that day, if
Federal Funds are received by the Custodian by 11:00 a.m., New York time, on the
following business day. Shares so purchased will begin to accrue dividends on
the business day following the date the order became effective. Orders in proper
form effected between 12:00 Noon and 8:00 p.m., New York time, by a means other
than an automated interface or trading system will become effective on the
following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Participant Shares
of a Fund, Participant Shares of any other Fund. Upon an exchange into a new
account the following shareholder services and privileges, as applicable and
where available, will be automatically carried over to the Fund into which the
exchange is made: Telephone Exchange Privilege, Redemption by Wire or Telephone,
Redemption Through Compatible Automated Facilities and the dividend/capital gain
distribution option selected by the investor.
To request an exchange, exchange instructions must be given in writing or
by telephone. See "How to Redeem Shares-- Procedures." Shares will be exchanged
at the net asset value next determined after receipt of an exchange request in
proper form. No fees currently are charged investors directly in connection with
exchanges, although each Fund reserves the right, upon not less than 60 days'
written notice, to charge investors a nominal administrative fee in accordance
with rules promulgated by the Securities and Exchange Commission. Each Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Participant Shares and purchase shares of
another class of a Fund should contact Dreyfus Institutional Services Division
by calling one of the telephone numbers listed under "General Information" in
this Prospectus, and should obtain and review a copy of the current prospectus
for the relevant share class which the investor wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE -- Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Participant Shares of a Fund, in Participant Shares of
any other Fund, if the investor is a shareholder in such Fund. The amount an
investor designates, which can be expressed either in terms of a specific dollar
or share amount, will be exchanged automatically on the first and/or fifteenth
of the month according to the schedule that the investor has selected. Shares
will be exchanged at the then-current net asset value. The right to exercise
this Privilege may be modified or cancelled by the Fund or the Transfer Agent.
An investor may modify or cancel the exercise of this Privilege at any time by
mailing written notification to Dreyfus Institutional Services Division, EAB
Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York 11556-0144.
Each Fund may charge a service fee for the use of this Privilege. No such fee
currently is contemplated. For more information concerning this Privilege or to
obtain a Dreyfus Auto-Exchange Authorization Form, please call one of the
telephone numbers listed under "General Information." See "Dividends,
Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Participant Shares at any time and the
shares will be redeemed at the next determined net asset value.
None of the Funds imposes 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 or
other entity authorized to receive orders on behalf of the Fund of a redemption
request in proper form, except as provided by the rules of the Securities and
Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS TREASURY CASH
MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT -- If a redemption
request is received in proper form, and transmitted to the Custodian by 5:00
p.m., New York time, the proceeds of the redemption, if transfer by wire is
requested, ordinarily will be transmitted in Federal Funds on the same day and
the shares will not receive the dividend declared on that day. A redemption
request effected through an automated interface or trading system after 5:00
p.m., New York time, but prior to 8:00 p.m., New York time, will be effective on
that day, the shares will receive the dividend declared on that day, and the
proceeds of redemption, if wire transfer is requested, ordinarily will be
transmitted in Federal Funds on the next business day. A redemption request in
proper form effected between 5:00 p.m. and 8:00 p.m., New York time, by a means
other than an automated interface or trading system will not be effective until
the following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT -- If a redemption request is
received in proper form, and transmitted to the Custodian by 12:00 Noon, New
York time, the proceeds of the redemption, if transfer by wire is requested,
ordinarily will be transmitted in Federal Funds on the same day and the shares
will not receive the dividend declared on that day. A redemption request
effected through an automated interface or trading system after 12:00 Noon, New
York time, but prior to 8:00 p.m., New York time, will be effective on that day,
the shares will receive the dividend declared on that day, and the proceeds of
redemption, if wire transfer is requested, ordinarily will be transmitted in
Federal Funds on the next business day. A redemption request in proper form
effected between 12:00 Noon and 8:00 p.m., New York time, by a means other than
an automated interface or trading system will not be effective until the
following business day.
PROCEDURES
Investors may redeem Participant Shares by wire or telephone, or through a
compatible automated interface or trading system, as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor refuses
it), the investor authorizes the Transfer Agent to act on telephone instructions
from any person representing himself or herself to be an authorized
representative of the investor, and reasonably believed by the Transfer Agent to
be genuine. Each Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification, to confirm that
instructions are genuine and, if they do not follow such procedures, the Fund or
the Transfer Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Funds nor the Transfer Agent will be liable
for following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Participant Shares. In such
cases, investors should consider using the other redemption procedures described
herein.
REDEMPTION BY WIRE OR TELEPHONE -- Investors may redeem Participant Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Participant Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each Fund reserves the
right to refuse any request made by wire or telephone and may limit the amount
involved or the number of telephone redemptions. This procedure may be modified
or terminated at any time by the Transfer Agent or a Fund. The Statement of
Additional Information sets forth instructions for redeeming shares by wire.
Shares for which certificates have been issued may not be redeemed by wire or
telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES -- Each Fund makes available
to institutions the ability to redeem shares through a compatible automated
interface or trading system. Investors desiring to redeem shares in this manner
should call Dreyfus Institutional Services Division at one of the telephone
numbers listed under "General Information" to determine whether their automated
facilities are compatible and to receive instructions for redeeming Participant
Shares in this manner.
SERVICE PLAN
Each Fund has adopted a Service Plan pursuant to Rule 12b-1 under the 1940
Act for its Participant Shares. Under each Service Plan, the Fund (a) reimburses
the Distributor for distributing Participant Shares and (b) pays The Dreyfus
Corporation, Dreyfus Service Corporation, a wholly-owned subsidiary of The
Dreyfus Corporation, and any affiliate of either of them (collectively,
"Dreyfus") for advertising and marketing Participant Shares and for providing
certain services relating to shareholder accounts for Participant Shares, such
as answering shareholder inquiries regarding the Fund and providing reports and
other information, and services related to the maintenance of shareholder
accounts ("Servicing"), at an aggregate annual rate of .40 of 1% of the value of
the Fund's average daily net assets attributable to Participant Shares. Each of
the Distributor and Dreyfus may pay one or more Service Agents a fee in respect
of the Fund's Participant Shares owned by shareholders with whom the Service
Agent has a Servicing relationship or for whom the Service Agent is the dealer
or holder of record. Each of the Distributor and Dreyfus determines the amounts,
if any, to be paid to Service Agents under the Service Plan and the basis on
which such payments are made. Generally, the Service Agent will provide holders
of Participant Shares a consolidated statement, checkwriting privileges,
automated teller machine access, and bill paying services. The fee payable for
Servicing is intended to be a "service fee" as defined under the Conduct Rules
of the National Association of Securities Dealers, Inc. The fees payable under
the Service Plan are payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each day
the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash Management
and Dreyfus Cash Management Plus only, or the New York Stock Exchange, as to
each other Fund, is open for business. Participant Shares begin earning income
dividends on the day the purchase order is effective. Each Fund's earnings for
Saturdays, Sundays and holidays are declared as dividends on the prior business
day. Dividends usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Participant Shares at net asset value or,
at the investor's option, paid in cash. If an investor redeems all Participant
Shares in its account at any time during the month, all dividends to which the
investor is entitled will be paid along with the proceeds of the redemption. An
omnibus accountholder may indicate in a partial redemption request that a
portion of any accrued dividends to which such account is entitled belongs to an
underlying accountholder who has redeemed all shares in his or her account, and
such portion of the accrued dividends will be paid to the accountholder along
with the proceeds of the redemption. Distributions from net realized securities
gains, if any, generally are declared and paid once a year, but the Fund may
make distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. No Fund will make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized or
have expired. Investors may choose whether to receive distributions in cash or
to reinvest in additional Participant Shares at net asset value. All expenses
are accrued daily and deducted before declaration of dividends to investors.
Dividends paid by each class of shares will be calculated at the same time and
in the same manner and will be in the same amount, except that the expenses
attributable solely to a class will be borne exclusively by such class.
Dividends paid by each Tax Exempt Fund derived from Taxable Investments,
and dividends paid by each other Fund derived from net investment income,
together with distributions from any net realized short-term securities gains
and all or a portion of any gains realized from the sale or other disposition of
certain market discount bonds, are taxable as ordinary income, whether received
in cash or reinvested in additional Fund shares, if the beneficial holder of
shares is a citizen or resident of the United States. No dividend paid by a Fund
will qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains of the
Fund, if any, generally are taxable as long-term capital gains for Federal
income tax purposes regardless of how long the owner of the Fund shares has held
the shares and whether such distributions are received in cash or reinvested in
additional Fund shares if the owner of Fund shares is a citizen or resident of
the United States. The Code provides that an individual generally will be taxed
on his or her net capital gain at a maximum rate of 28% with respect to capital
gain from securities held for more than one year but not more than 18 months and
at a maximum rate of 20% with respect to capital gain from securities held for
more than 18 months. Under the Code, interest on indebtedness incurred or
continued to purchase or carry Fund shares which is deemed to relate to
exempt-interest dividends is not deductible.
Except for dividends from Taxable Investments, it is anticipated that
substantially all dividends paid by each Tax Exempt Fund will not be subject to
Federal income tax and, as to Dreyfus New York Municipal Cash Management, New
York State and New York City income taxes. Dividends and distributions of
Dreyfus Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management
may be subject to state and local taxes. Although all or a substantial portion
of the dividends paid by each Tax Exempt Fund may be excluded by the beneficial
holders of Fund shares from their gross income for Federal income tax purposes,
each Tax Exempt Fund may purchase specified private activity bonds, the interest
from which may be (i) a preference item for purposes of the alternative minimum
tax, or (ii) a factor in determining the extent to which the Social Security
benefits of a beneficial holder of Fund shares are taxable. If a Tax Exempt Fund
purchases such securities, the portion of the Fund's dividends related thereto
will not necessarily be tax exempt to a beneficial holder of Fund shares who is
subject to the alternative minimum tax and/or tax on Social Security benefits
and may cause a beneficial holder of Fund shares to be subject to such taxes.
Dividends paid by Dreyfus Government Cash Management, Dreyfus Government
Prime Cash Management, Dreyfus Treasury Cash Management, and Dreyfus Treasury
Prime Cash Management derived from net investment income attributable to
interest from direct obligations of the United States currently are not subject
to state personal income tax. Dividends paid by these Funds may be subject to
state and local corporate income and/or franchise taxes. In addition, in certain
jurisdictions, Fund shareholders may be subject to state and local taxes with
respect to ownership of Fund shares or distributions from the Fund. Each of
these Funds intends to provide shareholders with a statement which sets forth
the percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Municipalities may invest their surplus funds, including funds which are
subject to arbitrage rebate requirements of Section 148 of the Code, in Dreyfus
Government Prime Cash Management. Section 115(1) of the Code provides, in part,
that gross income does not include income derived from the exercise of any
essential governmental function and accruing to a state, territory, or political
subdivision thereof. To the extent that investments in the Fund are made in
connection with such functions, states and their political subdivisions will not
be subject to federal taxation on income or gains derived from an investment in
the Fund. The Fund does not meet currently defined exceptions to the arbitrage
rebate requirements, and a portion or all of the earnings distributed by the
Fund may be required to be paid over to the U.S. Treasury as rebatable arbitrage
earnings in accordance with the provisions of the Code.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a portion
of any gains realized from the sale or other disposition of certain market
discount bonds, paid by a Fund with respect to Fund shares beneficially owned by
a foreign person generally are subject to U.S. nonresident withholding taxes at
the rate of 30%, unless the foreign person claims the benefit of a lower rate
specified in a tax treaty. Distributions from net realized long-term securities
gains paid by a Fund with respect to Fund shares beneficially owned by a foreign
person generally will not be subject to U.S. nonresident withholding tax.
However, such distributions may be subject to backup withholding, as described
below, unless the foreign person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and distributions
will be mailed to such investor annually. Each investor also will receive
periodic summaries of such investor's account which will include information as
to dividends and distributions from securities gains, if any, paid during the
year. For each Tax Exempt Fund, these statements will set forth the dollar
amount of income exempt from Federal tax and, as to Dreyfus New York Municipal
Cash Management, New York State and New York City taxes, and the dollar amount,
if any, subject to such tax. These dollar amounts will vary depending on the
size and length of time of the investor's investment in the Fund. If a Tax
Exempt Fund pays dividends derived from taxable income, it intends to designate
as taxable the same percentage of the day's dividend as the actual taxable
income earned on that day bears to total income earned on that day. Thus, the
percentage of the dividend designated as taxable, if any, may vary from day to
day.
The exchange of shares of one fund for shares of another fund is treated
for Federal income tax purposes as a sale of the shares given in exchange by the
investor and, therefore, an exchanging investor may realize a taxable gain or
loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN furnished
in connection with opening an account is correct, or that such shareholder has
not received notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or interest income on a
Federal income tax return. Furthermore, the IRS may notify the Fund to institute
backup withholding if the IRS determines a shareholder's TIN is incorrect or if
a shareholder has failed to properly report taxable dividend and interest income
on a Federal income tax return.
A TIN is either the Social Security number, IRS individual taxpayer
identification number, or employer identification number of the record owner of
the account. Any tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the account, and may
be claimed as a credit on the record owner's Federal income tax return.
Management believes that each Fund (except Dreyfus Government Prime Cash
Management, which has not completed its first fiscal year) has qualified for the
fiscal year ended January 31, 1998, as a "regulated investment company" under
the Code. Each Fund intends to continue to so qualify if such qualification is
in the best interests of its shareholders. It is expected that Dreyfus
Government Prime Cash Management will qualify as a "regulated investment
company" under the Code so long as such qualification is in the best interests
of its shareholders. Qualification as a regulated investment company relieves
the Fund of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. Each Fund is
subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific questions
as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Government Cash Management and Dreyfus Government Prime Cash
Management are separate series of Dreyfus Government Cash Management Funds (the
"Company"), an open-end management investment company. Each other Fund is a
separate open-end, management investment company. Dreyfus Cash Management, the
Company, and Dreyfus Tax Exempt Cash Management were incorporated under Maryland
law on December 6, 1984, February 1, 1984, and January 27, 1984, respectively,
and commenced operations in March, 1985. On May 22, 1987, each of these Funds
was reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Previously, the Company's name was Dreyfus
Government Cash Management. Dreyfus New York Municipal Cash Management, Dreyfus
Municipal Cash Management Plus, Dreyfus Treasury Cash Management, and Dreyfus
Treasury Prime Cash Management were organized as unincorporated business trusts
under the laws of the Commonwealth of Massachusetts pursuant to separate
Agreements and Declarations of Trust and commenced operations on November 4,
1991, October 15, 1990, September 4, 1986 and December 27, 1988, respectively.
Each of these Funds is authorized to issue an unlimited number of shares of
beneficial interest, par value $.001 per share.
Under Massachusetts law, shareholders could, under certain circumstances,
be held liable for the obligations of a Fund. However, each Fund's Agreement and
Declaration of Trust (each, a "Trust Agreement") disclaims shareholder liability
for acts or obligations of such Fund and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Fund or its Trustees. Each Trust Agreement provides for indemnification from
the Fund's property for all losses and expenses of any shareholder held
personally liable for the obligations of the Fund. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations, a possibility which management believes is remote. Upon payment of
any liability incurred by a Fund organized as a Massachusetts business trust,
the shareholder paying such liability will be entitled to reimbursement from the
general assets of such Fund. Each of these Funds intends to conduct its
operations in such a way so as to avoid, as far as possible, ultimate liability
of its shareholders for liabilities of the Fund.
Dreyfus Cash Management Plus was incorporated under Maryland law on August
12, 1987, commenced operations on October 6, 1987, and is authorized to issue 15
billion shares of common stock, par value $.001 per share.
Each Fund's shares are classified into four classes. Each share has one
vote and shareholders will vote in the aggregate and not by class, except as
otherwise required by law or with respect to any matter which affects only one
class. Holders of Participant Shares, however, will be entitled to vote on
matters submitted to shareholders pertaining to the Service Plan.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board Members or
the appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special meeting
of shareholders for purposes of removing a Board member from office. Fund
shareholders may remove a Board Member by the affirmative vote of a majority, in
the case of Dreyfus Cash Management Plus, or two-thirds, in the case of each
other Fund, of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing Board
Members if, at any time, less than a majority of the Board Members then holding
office have been elected by shareholders.
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS -- The Company is a "series fund,"
which is a mutual fund divided into separate portfolios, each of which is
treated as a separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to be a shareholder
of any other portfolio. To date, the Company's Board has authorized the creation
of two series of shares -- Dreyfus Government Cash Management and Dreyfus
Government Prime Cash Management. All consideration received by the Company for
shares of one of the portfolios and all assets in which such consideration is
invested will belong to that portfolio (subject only to the rights of creditors
of the Company) and will be subject to the liabilities related thereto. The
income attributable to, and the expenses of, one portfolio are treated
separately from those of the other portfolio. The Company has the ability to
create, from time to time, new series without shareholder approval.
ALL FUNDS -- The Transfer Agent maintains a record of each investor's ownership
and sends confirmations and statements of account.
Investor inquiries may be made by writing to a Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556- 0144, or, in the case of institutional
investors, by calling in New York State 1-718-895-1650; outside New York State
call toll free 1-800-346-3621. Individuals or entities for whom institutions may
purchase or redeem Participant Shares should call such institution directly.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the business
of issuing, underwriting, selling and/or distributing securities. Accordingly,
banks will perform only administrative and shareholder servicing functions.
While the matter is not free from doubt, each Fund's Board believes that such
laws should not preclude a bank from acting on behalf of clients as contemplated
by this Prospectus. However, judicial or administrative decisions or
interpretations of such laws, as well as changes in either Federal or state
statutes or regulations relating to the permissible activities of banks and
their subsidiaries or affiliates, could prevent a bank from continuing to
perform all or a part of the activities contemplated by this Prospectus. If a
bank were prohibited from so acting, its shareholder clients would be permitted
to remain Fund shareholders and alternative means for continuing the servicing
of such shareholders would be sought. In such event, changes in the operation of
a Fund might occur and shareholders serviced by such bank might no longer be
able to avail themselves of any automatic investment or other services then
being provided by the bank. The Funds do not expect that their respective
shareholders would suffer any adverse financial consequences as a result of any
of these occurrences.
Although each Fund is offering only its own shares, it is possible that a
Fund might become liable for any misstatement in this Prospectus about another
Fund. Each Fund's Board has considered this factor in approving the use of this
combined Prospectus.
<PAGE>
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. In addition, Dreyfus
Cash Management Plus may borrow for investment purposes on a secured basis
through entering into reverse repurchase agreements as described below.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT
CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH MANAGEMENT) -- Each of these
Funds may lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete certain
transactions. Each Fund continues to be entitled to payments in amounts equal to
the interest or other distributions payable on the loaned securities which
affords the Fund an opportunity to earn interest on the amount of the loan and
on the loaned securities' collateral. Loans of portfolio securities may not
exceed 331/3% (20% as to Dreyfus Government Cash Management), of the value of
the Fund's total assets, and the Fund will receive collateral consisting of cash
or, as to Dreyfus Cash Management Plus, cash equivalents, U.S. Government
securities, or other high quality liquid debt securities, or, as to Dreyfus
Government Cash Management and Dreyfus Government Prime Cash Management, U.S.
Treasury securities, which will be maintained at all times in an amount equal to
at least 100% of the current market value of the loaned securities. Such loans
are terminable by a Fund at any time upon specified notice. Each Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) -- The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers. Reverse
repurchase agreements involve the transfer by the Fund of an underlying debt
instrument in return for cash proceeds based on a percentage of the value of the
security. The Fund retains the right to receive interest and principal payments
on the security. The Fund will use the proceeds of reverse repurchase agreements
only to make investments which generally either mature or have a demand feature
to resell to the issuer at a date simultaneous with or prior to the expiration
of the reverse repurchase agreement. At an agreed upon future date, the Fund
repurchases the security, at principal, plus accrued interest. As a result of
these transactions, the Fund is exposed to greater potential fluctuations in the
value of its assets and its net asset value per share. These borrowings will be
subject to interest costs which may or may not be recovered by appreciation of
the securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH
MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT) -- Each of these Funds may purchase its portfolio
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate receivable
on a forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty. A Fund will commit to purchase such securities
only with the intention of actually acquiring the securities, but the Fund may
sell these securities before the settlement date if it is deemed advisable. The
Fund will set aside in a segregated account permissible liquid assets at least
equal at all times to the amount of the commitment.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT,
DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH MANAGEMENT) --
Each of these Funds may invest in U.S. Treasury securities which include
Treasury Bills, Treasury Notes and Treasury Bonds that differ in their interest
rates, maturities and times of issuance. Treasury Bills have initial maturities
of one year or less; Treasury Notes have initial maturities of one to ten years;
and Treasury Bonds generally have initial maturities of greater than ten years.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH
MANAGEMENT) -- Each of these Funds, in addition to U.S. Treasury securities, may
invest in securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities. Some obligations issued or guaranteed by U.S. Government
agencies and instrumentalities are supported by the full faith and credit of the
U.S. Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit of
the agency or instrumentality. These securities bear fixed, floating or variable
rates of interest. While the U.S. Government currently provides financial
support to such U.S. Government-sponsored agencies or instrumentalities, no
assurance can be given that it will always do so, since it is not so obligated
by law.
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) --
Each of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon the
Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Each of these Funds may purchase certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks.
Dreyfus Cash Management also may purchase other short-term obligations issued by
London branches of domestic banks and other banking institutions. Dreyfus Cash
Management Plus also may purchase other short-term obligations issued by foreign
subsidiaries or foreign branches (such as London branches) of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations, and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, each Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Funds -- Investment Considerations and Risks --
Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation of a
bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) --
Commercial paper consists of short-term, unsecured promissory notes issued to
finance short-term credit needs. The commercial paper purchased by each Fund
will consist only of direct obligations. The other corporate obligations in
which each of these Funds may invest consist of high quality, U.S. dollar
denominated short-term bonds and notes (including variable amount master demand
notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) -- The
Fund may purchase floating and variable rate demand notes and bonds, which are
obligations ordinarily having stated maturities in excess of 13 months, but
which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more than 30
days' notice. Variable rate demand notes include master demand notes which are
obligations that permit the Fund to invest fluctuating amounts, at varying rates
of interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Because these obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be traded,
and there generally is no established secondary market for these obligations,
although they are redeemable at face value, plus accrued interest. Accordingly,
where these obligations are not secured by letters of credit or other credit
support arrangements, the Fund's right to redeem is dependent on the ability of
the borrower to pay principal and interest on demand.
ASSET-BACKED SECURITIES (DREYFUS CASH MANAGEMENT PLUS) -- The asset-backed
securities in which the Fund may invest are securities issued by special purpose
entities whose primary assets consist of a pool of mortgages, loans, receivables
or other assets. Payment of principal and interest may depend largely on the
cash flows generated by the assets backing the securities and in certain cases,
supported by letters of credit, surety bonds or other forms of credit or
liquidity enhancements. The value of these asset-backed securities also may be
affected by the creditworthiness of the servicing agent for the pool of assets,
the originator of the loans or receivables or the financial institutions
providing the credit support.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Municipal Obligations generally include debt obligations issued to obtain funds
for various public purposes as well as certain industrial development bonds
issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally do
not carry the pledge of the credit of the issuing municipality, but generally
are guaranteed by the corporate entity on whose behalf they are issued. Notes
are short-term instruments which are obligations of the issuing municipalities
or agencies and are sold in anticipation of a bond sale, collection of taxes or
receipt of other revenues. Municipal Obligations include municipal
lease/purchase agreements which are similar to installment purchase contracts
for property or equipment issued by municipalities.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS
TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) --
Each of these Funds may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated maturities in
excess of 13 months, but which permit the holder to demand payment of principal
at any time or at specified intervals not exceeding 13 months, in each case upon
not more than 30 days' notice. Variable rate demand notes include master demand
notes which are obligations that permit the Fund to invest fluctuating amounts,
at varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. Frequently, such obligations are secured by letters of credit
or other credit support arrangements provided by banks. Changes in the credit
quality of banks and other financial institutions that provide such credit or
liquidity enhancements to the Fund's portfolio securities could cause losses to
the Fund and affect its share price. Because these obligations are direct
lending arrangements between the lender and borrower, it is not contemplated
that such instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are redeemable
at face value plus accrued interest. Accordingly, where these obligations are
not secured by letters of credit or other credit support arrangements, the
Fund's right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. Each obligation purchased by the Fund will
meet the quality criteria established for the purchase of Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) -- Each of these Funds may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial development
bonds and municipal lease/purchase agreements). A participation interest gives
the Fund an undivided interest in the Municipal Obligation in the proportion
that the Fund's participation interest bears to the total principal amount of
the Municipal Obligation. These instruments may have fixed, floating or variable
rates of interest, with remaining maturities of 13 months or less. If the
participation interest is unrated or has been given a rating below that which
otherwise is permissible for purchase by the Fund, it will be backed by an
irrevocable letter of credit or guarantee of a bank that the Fund's Board has
determined meets prescribed quality standards for banks, or the payment
obligation otherwise will be collateralized by U.S. Government securities. For
certain participation interests, the Fund will have the right to demand payment,
on not more than seven days' notice, for all or any part of the Fund's
participation interest in the Municipal Obligation, plus accrued interest. As to
these instruments, the Fund intends to exercise its right to demand payment only
upon a default under the terms of the Municipal Obligation, as needed to provide
liquidity to meet redemptions, or to maintain or improve the quality of its
investment portfolio.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT
CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- Each of
these Funds may acquire "stand-by commitments" with respect to Municipal
Obligations held in its portfolio. Under a stand-by commitment, the Fund
obligates a broker, dealer or bank to repurchase, at the Fund's option,
specified securities at a specified price and, in this respect, stand-by
commitments are comparable to put options. The exercise of a stand-by
commitment, therefore, is subject to the ability of the seller to make payment
on demand. These Funds will acquire stand-by commitments solely to facilitate
portfolio liquidity and none of these Funds intends to exercise its rights
thereunder for trading purposes. These Funds may pay for stand-by commitments if
such action is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such security's yield
to investors. Gains realized in connection with stand-by commitments will be
taxable.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT
CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -- To the
extent set forth in this Prospectus, each of these Funds may invest in Taxable
Investments consisting of: notes of issuers having, at the time of purchase, a
quality rating within the two highest grades of Moody's, S&P or Fitch;
obligations of the U.S. Government, its agencies or instrumentalities;
commercial paper rated not lower than P-1 by Moody's, A-1 by S&P or F-1 by
Fitch; certificates of deposit of U.S. domestic banks, including foreign
branches of domestic banks, with assets of one billion dollars or more; time
deposits; bankers' acceptances and other short-term bank obligations; and
repurchase agreements in respect of any of the foregoing. See "Certain Portfolio
Securities" above and "Investment Objective and Management Policies -- Portfolio
Securities" in the Statement of Additional Information for more information on
Taxable Investments. Dividends paid by the Fund that are attributable to income
earned by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive purposes,
at no time will more than 20% of the value of the Fund's net assets be invested
in Taxable Investments and, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply with
the provisions of Rule 2a-7 relating to purchases of taxable instruments. Under
normal market conditions, none of the Funds anticipate that more than 5% of the
value of its total assets will be invested in any one category of Taxable
Investments.
ILLIQUID SECURITIES -- Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment objective.
Such securities may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale, and repurchase agreements providing for settlement in more than seven
days after notice. As to these securities, each Fund is subject to a risk that
should it desire to sell them when a ready buyer is not available at a price the
Fund deems representative of their value, the value of such Fund's net assets
could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH FUND'S
OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S SHARES,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY A FUND. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>
[This Page Intentionally Left Blank]
<PAGE>
PROSPECTUS
DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS GOVERNMENTAL PRIME CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
PARTICIPANT SHARES
DREYFUS
<PAGE>
------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
FEBRUARY 23, 1998
(FOR INSTITUTIONAL SHARES, ADMINISTRATIVE SHARES, INVESTOR
SHARES AND PARTICIPANT SHARES)
------------------------------------------------------------------------------
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus for
each class of shares of each Fund listed above (each, a "Fund"), each dated
February 23, 1998, as each may be revised from time to time. Dreyfus Government
Cash Management and Dreyfus Government Prime Cash Management are separate series
of Dreyfus Government Cash Management Funds (the "Company"), an open-end,
management investment company. Each other Fund is a separate open-end,
management investment company. To obtain a copy of the Prospectus for a class of
shares of a Fund, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or, in the case of institutional investors, call
the following numbers:
Outside New York State -- Call Toll Free 1-800-346-3621
In New York State -- Call 1-718-895-1650
Individuals or entities for whom institutions may purchase or redeem
Fund shares may write to a Fund at the above address or call toll free
1-800-554-4611 to obtain a copy of a Fund Prospectus.
The Dreyfus Corporation (the "Manager") serves as each Fund's investment
adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of each Fund's shares.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO, EACH WITH OPERATIONS AND
RESULTS WHICH ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED STATEMENT
OF ADDITIONAL INFORMATION HAS BEEN PROVIDED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER SEVERAL INVESTMENT CHOICES IN ONE
DOCUMENT.
<PAGE>
TABLE OF CONTENTS
PAGE
Investment Objective and Management Policies................................B-3
Management of the Funds....................................................B-20
Management Agreements......................................................B-25
How to Buy Shares..........................................................B-28
Service Plans..............................................................B-29
Shareholder Services Plans.................................................B-31
How to Redeem Shares.......................................................B-32
Determination of Net Asset Value...........................................B-33
Shareholder Services.......................................................B-34
Dividends, Distributions and Taxes.........................................B-35
Portfolio Transactions.....................................................B-36
Yield Information..........................................................B-36
Information About the Funds................................................B-40
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors.........................................B-40
Financial Statements and Reports of Independent Auditors...................B-41
Appendix A.................................................................B-42
Appendix B.................................................................B-44
Appendix C.................................................................B-48
Appendix D.................................................................B-62
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTIONS OF EACH PROSPECTUS ENTITLED "DESCRIPTION OF THE FUNDS" AND
"APPENDIX."
PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES. (DREYFUS CASH MANAGEMENT, DREYFUS CASH
MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT
PRIME CASH MANAGEMENT) Securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities include U.S. Treasury securities, which differ
in their interest rates, maturities and times of issuance. Some obligations
issued or guaranteed by U.S. Government agencies and instrumentalities are
supported by the full faith and credit of the U.S. Treasury; others by the right
of the issuer to borrow from the U.S. Treasury; others by discretionary
authority of the U.S. Government to purchase certain obligations of the agency
or instrumentality; and others only by the credit of the agency or
instrumentality. These securities bear fixed, floating or variable rates of
interest. Interest may fluctuate based on generally recognized reference rates
or the relationship of rates. While the U.S. Government provides financial
support to such U.S. Government-sponsored agencies or instrumentalities, no
assurance can be given that it will always do so, since it is not so obligated
by law.
BANK SECURITIES. (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT
PLUS) Certificates of deposit are negotiable certificates representing the
obligation of a bank to repay funds deposited with it for a specified period of
time. Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate. Bankers' acceptances are credit instruments
evidencing the obligation of a bank to pay a draft drawn on it by a customer.
These instruments reflect the obligation both of the bank and of the drawer to
pay the face amount of the instrument upon maturity. Other short-term
obligations may include uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Each Fund may invest in time deposits and certificates of deposit
("CDs") issued by domestic banks having total assets in excess of $1 billion or
by London branches of such domestic banks, and with respect to Dreyfus Cash
Management Plus, Inc. only, foreign subsidiaries or foreign branches of domestic
banks, and domestic and foreign branches of foreign banks. Each Fund also is
authorized to purchase CDs issued by banks, savings and loan associations and
similar institutions with less than $1 billion in assets, the deposits of which
are insured by the Federal Deposit Insurance Corporation ("FDIC"), provided the
Fund purchases any such CD in a principal amount of no more than $100,000, which
amount would be fully insured by the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the FDIC. Interest payments on such a
CD are not insured by the FDIC. The Fund would not own more than one such CD per
such issuer.
Domestic commercial banks organized under Federal law are supervised and
examined by the Comptroller of the Currency and are required to be members of
the Federal Reserve System and to have their deposits insured by the FDIC.
Domestic banks organized under state law are supervised and examined by state
banking authorities but are members of the Federal Reserve System only if they
elect to join. In addition, state banks whose CDs may be purchased by the Fund
are insured by the FDIC (although such insurance may not be of material benefit
to the Fund, depending on the principal amount of the CDs of each bank held by
the Fund) and are subject to Federal examination and to a substantial body of
Federal law and regulation. As a result of Federal and state laws and
regulations, domestic branches of domestic banks whose CDs may be purchased by
the Fund generally, among other things, are required to maintain specified
levels of reserves and are subject to other supervision and regulation designed
to promote financial soundness. However, not all of such laws and regulations
apply to the foreign branches of domestic banks.
CDs held by the Fund, other than those issued by banks with less than $1
billion in assets as described above, do not benefit materially, and time
deposits do not benefit at all, from insurance from the Bank Insurance Fund or
the Savings Association Insurance Fund administered by the FDIC.
Obligations of foreign branches and foreign subsidiaries of domestic
banks, and domestic and foreign branches of foreign banks, such as CDs and time
deposits ("TDs"), may be general obligations of the parent banks in addition to
the issuing branch, or may be limited by the terms of a specific obligation and
governmental regulation. Such obligations are subject to different risks than
are those of domestic banks. These risks include foreign economic and political
developments, foreign governmental restrictions that may adversely affect
payment of principal and interest on the obligations, foreign exchange controls
and foreign withholding and other taxes on interest income. Foreign branches and
subsidiaries are not necessarily subject to the same or similar regulatory
requirements that apply to domestic banks, such as mandatory reserve
requirements, loan limitations, and accounting, auditing and financial
recordkeeping requirements. In addition, less information may be publicly
available about a foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.
Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation or by Federal or state regulation
as well as governmental action in the country in which the foreign bank has its
head office. A domestic branch of a foreign bank with assets in excess of $1
billion may or may not be subject to reserve requirements imposed by the Federal
Reserve System or by the state in which the branch is located if the branch is
licensed in that state.
In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches") may be
required to: (1) pledge to the regulator, by depositing assets with a designated
bank within the state, a certain percentage of their assets as fixed from time
to time by the appropriate regulatory authority; and (2) maintain assets within
the state in an amount equal to a specified percentage of the aggregate amount
of liabilities of the foreign bank payable at or through all of its agencies or
branches within the state. The deposits of Federal and State Branches generally
must be insured by the FDIC if such branches take deposits of less than
$100,000.
In view of the foregoing factors associated with the purchase of CDs and
TDs issued by foreign branches or foreign subsidiaries of domestic banks, or by
foreign branches or domestic branches of foreign banks, the Manager carefully
evaluates such investments on a case-by-case basis.
REPURCHASE AGREEMENTS. (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT)
In a repurchase agreement, the Fund buys, and the seller agrees to repurchase, a
security at a mutually agreed upon time and price (usually within seven days).
The repurchase agreement thereby determines the yield during the purchaser's
holding period, while the seller's obligation to repurchase is secured by the
value of the underlying security. Each Fund's custodian or sub-custodian will
have custody of, and will hold in a segregated account, securities acquired by
such Fund under a repurchase agreement. Repurchase agreements are considered by
the staff of the Securities and Exchange Commission to be loans by the Fund. In
an attempt to reduce the risk of incurring a loss on a repurchase agreement,
each of these Funds will enter into repurchase agreements only with domestic
banks with total assets in excess of $1 billion, or primary government
securities dealers reporting to the Federal Reserve Bank of New York, with
respect to securities of the type in which such Fund may invest, and will
require that additional securities be deposited with it if the value of the
securities purchased should decrease below resale price. Repurchase agreements
could involve risks in the event of a default or insolvency of the other party
to the agreement, including possible delays or restrictions upon a Fund's
ability to dispose of the underlying securities.
MUNICIPAL OBLIGATIONS. (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS
TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (THE
"TAX EXEMPT FUNDS")) The average distribution of investments (at value) in
Municipal Obligations by ratings as of January 31, 1997, computed on a monthly
basis, were as follows:
<TABLE>
<CAPTION>
PERCENTAGE OF VALUE
---------------------------------------------
Dreyfus
Municipal Dreyfus Dreyfus New York
Cash
Fitch IBCA, Moody's Investors Standard & Poor's
Inc. Service, Inc. Ratings Group Management Tax Exempt Municipal
("Fitch") or ("Moody's") or ("S&P") Plus Cash Management Cash Management
- --------- ------------------ ----------------- ---------------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1 96.7% 96.0% 95.3%
P-1 A-1+/1-A
F-2 VMIG 2/MIG 2, P2 SP-2,/A2 - 1.6% -
AAA/AA Aaa/Aa AAA/AA - 1.3% -
Not Rated Not Rated Not Rated 3.3%* 1.1%* 4.7%*
------ ------ ------
100.00% 100.00% 100.00%
</TABLE>
The term "Municipal Obligations" generally includes debt obligations
issued to obtain funds for various public purposes, including the construction
of a wide range of public facilities such as airports, bridges, highways,
housing, hospitals, mass transportation, schools, streets and water and sewer
works. Other public purposes for which Municipal Obligations may be issued
include refunding outstanding obligations, obtaining funds for general operating
expenses and lending such funds to other public institutions and facilities. In
addition, certain types of industrial development bonds are issued by or on
behalf of public authorities to obtain funds to provide for the construction,
equipment, repair or improvement of privately operated housing facilities,
sports facilities, convention or trade show facilities, airport, mass transit,
industrial, port or parking facilities, air or water pollution control
facilities and certain local facilities for water supply, gas, electricity, or
sewage or solid waste disposal; the interest paid on such obligations may be
exempt from Federal income tax, although current tax laws place substantial
limitations on the size of such issues. Such obligations are considered to be
Municipal Obligations if the interest paid thereon qualifies as exempt from
Federal income tax in the opinion of bond counsel to the issuer. There are, of
course, variations in the security of Municipal Obligations, both within a
particular classification and between classifications.
- -------------------------
* Included in the Not Rated category are securities comprising 3.3%,
1.1% and 4.7% of the market value of Dreyfus Municipal Cash Management
Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus New York
Municipal Cash Management, respectively, which, while not rated, have
been determined by the Manager to be of comparable quality to
securities in the VMIG 1/MIG 1 or SP-1+/SP-1 rating categories
Floating and variable rate demand notes and bonds are tax exempt
obligations ordinarily having stated maturities in excess of 13 months, but
which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more than 30
days' notice. The issuer of such obligations ordinarily has a corresponding
right, after a given period, to prepay in its discretion the outstanding
principal amount of the obligations plus accrued interest upon a specified
number of days' notice to the holders thereof. The interest rate on a floating
rate demand obligation is based on a known lending rate, such as a bank's prime
rate, and is adjusted automatically each time such rate is adjusted. The
interest rate on a variable rate demand obligation is adjusted automatically at
specified intervals.
For the purpose of diversification under the Investment Company Act of
1940, as amended (the "1940 Act"), the identification of the issuer of Municipal
Obligations depends on the terms and conditions of the security. When the assets
and revenues of an agency, authority, instrumentality or other political
subdivision are separate from those of the government creating the subdivision
and the security is backed only by the assets and revenues of the subdivision,
such subdivision would be deemed to be the sole issuer. Similarly, in the case
of an industrial development bond, if that bond is backed only by the assets and
revenues of the non-governmental user, then such non-governmental user would be
deemed to be the sole issuer. If, however, in either case, the creating
government or some other entity guarantees a security, such a guaranty would be
considered a separate security and will be treated as an issue of such
government or other entity.
The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a particular
offering, maturity of the obligation, and rating of the issue. The imposition of
the management fee and the fees paid under each Fund's Service Plan with respect
to Administrative Shares, Investor Shares and Participant Shares, will have the
effect of reducing the yield to investors.
Municipal lease obligations or installment purchase contract obligations
(collectively, "lease obligations") have special risks not ordinarily associated
with Municipal Obligations. Although lease obligations do not constitute general
obligations of the municipality for which the municipality's taxing power is
pledged, a lease obligation ordinarily is backed by the municipality's covenant
to budget for, appropriate and make the payments due under the lease obligation.
However, certain lease obligations contain "non-appropriation" clauses which
provide that the municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated for such purpose
on a yearly basis. Although "non-appropriation" lease obligations are secured
by the leased property, disposition of the property in the event of foreclosure
might prove difficult. Each Tax Exempt Fund will seek to minimize these risks by
investing only in those lease obligations that (1) are rated in one of the two
highest categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the lease
obligation was rated by only one such organization) or (2) if unrated, are
purchased principally from the issuer or domestic banks or other responsible
third parties, in each case only if the seller shall have entered into an
agreement with the Fund providing that the seller or other responsible third
party will either remarket or repurchase the municipal lease within a short
period after demand by the Fund. The staff of the Securities and Exchange
Commission currently considers certain lease obligations to be illiquid.
Accordingly, no Fund will invest more than 10% of the value of its net assets in
lease obligations that are illiquid and in other illiquid securities.
RATINGS OF MUNICIPAL OBLIGATIONS. (TAX EXEMPT FUNDS) If, subsequent to
its purchase by a Tax Exempt Fund, (a) an issue of rated Municipal Obligations
ceases to be rated in the highest rating category by at least two rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or the Fund's Board determines that it is no longer of
comparable quality or (b) the Manager becomes aware that any portfolio security
not so highly rated or any unrated security has been given a rating by any
rating organization below the rating organization's second highest rating
category, the Fund's Board will reassess promptly whether such security presents
minimal credit risk and will cause the Fund to take such action as it determines
is in the best interest of the Fund and its shareholders; provided that the
reassessment required by clause (b) is not required if the portfolio security is
disposed of or matures within five business days of the Manager becoming aware
of the new rating and the Fund's Board is subsequently notified of the Manager's
actions.
To the extent that the ratings given by Moody's, S&P or Fitch may change
as a result of changes in such organizations or their rating systems, each Tax
Exempt Fund will attempt to use comparable ratings as standards for its
investments in accordance with the investment policies contained in the Funds'
Combined Prospectuses and this Statement of Additional Information. The ratings
of Moody's, S&P and Fitch represent their opinions as to the quality of the
Municipal Obligations which they undertake to rate. It should be emphasized,
however, that ratings are relative and subjective and are not absolute standards
of quality. Although these ratings may be an initial criterion for selection of
portfolio investments, the Manager also will evaluate these securities and the
creditworthiness of the issuers of such securities based upon financial and
other available information.
TAXABLE INVESTMENTS. (TAX EXEMPT FUNDS) The taxable investments in which
Tax Exempt Funds may invest include U.S. Government securities, commercial
paper, certificates of deposit, time deposits, bankers' acceptances and
repurchase agreements. Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. See also "U.S.
Government Securities," "Bank Securities," and "Repurchase Agreements" above.
The bank obligations which may be purchased by the Tax Exempt Funds include
those issued by other foreign branches of domestic banks in addition to London
branches.
ILLIQUID SECURITIES. (ALL FUNDS) Where a substantial market of qualified
institutional buyers develops for certain restricted securities purchased by a
Fund pursuant to Rule 144A under the Securities Act of 1933, as amended, such
Fund intends to treat such securities as liquid securities in accordance with
procedures approved by the Fund's Board. Because it is not possible to predict
with assurance how the market for restricted securities pursuant to Rule 144A
will develop, each Fund's Board has directed the Manager to monitor carefully
the Fund's investments in such securities with particular regard to trading
activity, availability of reliable price information and other relevant
information. To the extent that, for a period of time, qualified institutional
buyers cease purchasing restricted securities pursuant to Rule 144A, a Fund's
investing in such securities may have the effect of increasing the level of
illiquidity in the Fund's portfolio during such period.
MANAGEMENT POLICIES
LENDING PORTFOLIO SECURITIES. (DREYFUS CASH MANAGEMENT PLUS, DREYFUS
GOVERNMENT CASH MANAGEMENT, AND DREYFUS GOVERNMENT PRIME CASH MANAGEMENT) In
connection with its securities lending practices, the Fund may return to the
borrower or a third party which is unaffiliated with the Fund, and which is
acting as a "placing broker," a part of the interest earned from the investment
of collateral received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned: (1)
the Fund must receive at least 100% cash collateral from the borrower; (2) the
borrower must increase such collateral whenever the market value of the
securities rises above the level of such collateral; (3) the Fund must be able
to terminate the loan at any time; (4) the Fund must receive reasonable interest
on the loan, as well as any interest or other distributions payable on the
loaned securities, and any increase in market value; and (5) the Fund may pay
only reasonable custodian fees in connection with the loan.
REVERSE REPURCHASE AGREEMENTS. (DREYFUS CASH MANAGEMENT PLUS) To the
extent the Fund enters into a reverse repurchase agreement, the Fund will
maintain in a segregated account permissible liquid assets at least equal to the
aggregate amount of its reverse repurchase obligations, plus accrued interest,
in certain cases, in accordance with releases promulgated by the Securities and
Exchange Commission. The Securities and Exchange Commission views reverse
repurchase transactions as collateralized borrowings by the Fund, and pursuant
to the 1940 Act, the Fund must maintain continuous asset coverage (that is,
total assets including borrowings, less liabilities exclusive of borrowings) of
300% of the amount borrowed. If the required coverage should decline as a result
of market fluctuations or other reasons, the Fund may be required to sell some
of its portfolio securities within three days to reduce the amount of its
borrowings and restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that time.
FORWARD COMMITMENTS. (DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS GOVERNMENT PRIME CASH MANAGEMENT, AND EACH TAX EXEMPT FUND)
Each of these Funds may purchase its portfolio securities on a forward
commitment or when-issued basis. Securities purchased in this manner are subject
to changes in value (generally changing in the same way, i.e., appreciating when
interest rates decline and depreciating when interest rates rise) based upon the
public's perception of the creditworthiness of the issuer and changes, real or
anticipated, in the level of interest rates. Securities purchased on a
when-issued basis may expose the Fund to risks because they may experience such
fluctuations prior to their actual delivery. Purchasing securities on a
when-issued basis can involve the additional risk that the yield available in
the market when the delivery takes place actually may be higher than that
obtained in the transaction itself. Purchasing securities on a when-issued basis
when the Fund is fully or almost fully invested may result in greater potential
fluctuation in the value of the Fund's net assets and its net asset value per
share.
INVESTMENT CONSIDERATIONS AND RISKS
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS. (DREYFUS NEW YORK MUNICIPAL
CASH MANAGEMENT) Each investor should consider carefully the special risks
inherent in investing in New York Municipal Obligations by the Fund. These risks
result from the financial condition of New York State and certain of its public
bodies and municipalities, including New York City. Beginning in early 1975, New
York State, New York City and other State entities faced serious financial
difficulties which jeopardized the credit standing and impaired the borrowing
abilities of such entities and contributed to high interest rates on, and lower
market prices for, debt obligations issued by them. A recurrence of such
financial difficulties or a failure of certain financial recovery programs could
result in defaults or declines in the market values of various New York
Municipal Obligations in which the Fund may invest. If there should be a default
or other financial crisis relating to New York State, New York City, a State or
City agency, or a State municipality, the market value and marketability of
outstanding New York Municipal Obligations in the Fund's portfolio and the
interest income to the Fund could be adversely affected. Moreover, the national
recession and the significant slowdown in the New York and regional economies in
the early 1990s added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal periods
1989 through 1992. New York State's financial operations have improved, however,
during recent fiscal years. For its fiscal years 1993 through 1997, the State
recorded balanced budgets on a cash basis, with positive fund balances in the
General Fund. New York State ended its 1996-97 fiscal year on March 31, 1997 in
balance on a cash basis, with a cash surplus in the General Fund of
approximately $1.4 billion. There can be no assurance that New York will not
face substantial potential budget gaps in future years. Investors should review
"Appendix C" which more fully sets forth these and other risk factors.
INVESTMENT RESTRICTIONS
DREYFUS CASH MANAGEMENT. Dreyfus Cash Management has adopted investment
restrictions numbered 1 through 11 as fundamental policies, which cannot be
changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. Investment restrictions numbered
12 and 13 are not fundamental policies and may be changed by vote of a majority
of the Fund's Board members at any time. Dreyfus Cash Management may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus.
8. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of any other
issuer, except that up to 25% of the value of the Fund's total assets may be
invested without regard to any such limitations. Notwithstanding the foregoing,
to the extent required by the rules of the Securities and Exchange Commission,
the Fund will not invest more than 5% of its assets in the obligations of any
one bank.
9. Invest less than 25% of its assets in securities issued by banks or
invest more than 25% of its assets in the securities of issuers in any other
industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Notwithstanding the foregoing, for temporary defensive
purposes the Fund may invest less than 25% of its assets in bank obligations.
10. Invest in companies for the purpose of exercising control.
11. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
12. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
* * * *
DREYFUS CASH MANAGEMENT PLUS, INC. Dreyfus Cash Management Plus, Inc.
has adopted investment restrictions numbered 1 through 11 as fundamental
policies, which cannot be changed without approval by the holders of a majority
(as defined in the 1940 Act) of the Fund's outstanding voting shares. Investment
restrictions numbered 12 and 13 are not fundamental policies and may be changed
by vote of a majority of the Fund's Board members at any time. Dreyfus Cash
Management Plus, Inc. may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds, or industrial revenue bonds.
2. Borrow money, except (i) from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made and (ii) in connection with the entry into reverse repurchase agreements
to the extent described in the Fund's Prospectus. While borrowings described in
clause (i) exceed 5% of the value of the Fund's total assets, the Fund will not
make any additional investments.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus and except that the Fund may lend its
portfolio securities in an amount not to exceed 33-1/3% of the value of its
total assets. Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission and the Fund's
Directors.
8. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of any other
issuer, except that up to 25% of the value of the Fund's total assets may be
invested without regard to any such limitations. Notwithstanding the foregoing,
to the extent required by the rules of the Securities and Exchange Commission,
the Fund will not invest more than 5% of its assets in the obligations of any
one bank.
9. Invest less than 25% of its total assets in securities issued by
banks or invest more than 25% in the securities of issuers in any other
industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Notwithstanding the foregoing, for temporary defensive
purposes the Fund may invest less than 25% of its assets in bank obligations.
10. Invest in companies for the purpose of exercising control.
11. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
12. Pledge, mortgage, hypothecate or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
* * * *
DREYFUS GOVERNMENT CASH MANAGEMENT. Dreyfus Government Cash Management
has adopted investment restrictions numbered 1 through 10 as fundamental
policies, which cannot be changed without approval by the holders of a majority
(as defined in the 1940 Act) of the Fund's outstanding voting shares. Investment
restrictions numbered 11 and 12 are not fundamental policies and may be changed
by a vote of a majority of the Fund's Board members at any time. Dreyfus
Government Cash Management may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus. However, the Fund may lend securities
to brokers, dealers or other institutional investors, but only when the borrower
deposits collateral consisting of cash or U.S. Treasury securities with the Fund
and agrees to maintain such collateral so that it amounts at all times to at
least 100% of the value of the securities loaned. Such loans will not be made,
if, as a result, the aggregate value of the securities loaned exceeds 20% of the
value of the Fund's total assets.
8. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such limitation
on investments in obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
9. Invest in companies for the purpose of exercising control.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if, in
the aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
* * * *
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT. Dreyfus Government Prime Cash
Management has adopted investment restrictions numbered 1 through 6 as
fundamental policies, which cannot be changed without approval by the holders of
a majority (as defined in the 1940 Act) of the Fund's outstanding voting shares.
Investment restrictions numbered 7 through 11 are not fundamental policies and
may be changed by vote of a majority of the Fund's Board members at any time.
Dreyfus Government Prime Cash Management may not:
1. Borrow money, except to the extent permitted under the 1940 Act,
which currently limits borrowings to up to 33-1/3% of the value of the Fund's
total assets.
2. Purchase securities on margin.
3. Act as underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of 1933,
as amended, by virtue of disposing of portfolio securities.
4. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests, but the Fund may purchase and
sell securities that are secured by real estate or issued by companies that deal
in real estate.
5. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus. However, the Fund may lend its
portfolio securities in an amount not to exceed 33-1/3% of the value of its
total assets. Any loans of portfolio securities will be made in accordance with
guidelines established by the Securities and Exchange Commission and the Fund's
Board.
6. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such limitation
on investments in obligations issued or guaranteed by the U.S. Government, it
agencies or instrumentalities.
7. Purchase common stocks, preferred stocks, warrants or other equity
securities.
8. Write or purchase put or call options or combinations thereof,
except that the Fund may purchase and sell "obligations with puts attached" in
accordance with its stated investment policies.
9. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
10. Enter into repurchase agreements.
11. Purchase securities which are illiquid if, in the aggregate, more
than 10% of the value of the Fund's net assets would be so invested.
****
DREYFUS TREASURY CASH MANAGEMENT. Dreyfus Treasury Cash Management has
adopted investment restrictions numbered 1 through 9 as fundamental policies,
which cannot be changed without approval by the holders of a majority (as
defined in the 1940 Act) of the Fund's outstanding voting shares. Investment
restrictions numbered 10 and 11 are not fundamental policies and may be changed
by vote of a majority of the Fund's Board members at any time. Dreyfus Treasury
Cash Management may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
6. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus.
7. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such limitation
on investments in obligations issued or guaranteed by the U.S. Government.
8. Invest in companies for the purpose of exercising control.
9. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
10. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
11. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if, in
the aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
* * * *
DREYFUS TREASURY PRIME CASH MANAGEMENT. Dreyfus Treasury Prime Cash
Management has adopted investment restrictions numbered 1 through 10 as
fundamental policies, which cannot be changed without approval by the holders of
a majority (as defined in the 1940 Act) of the Fund's outstanding voting shares.
Investment restrictions numbered 11 and 12 are not fundamental policies and may
be changed by vote of a majority of the Fund's Board members at any time.
Dreyfus Treasury Prime Cash Management may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others except through the purchase of debt obligations
referred to in the Prospectus.
8. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such limitation
on investments in obligations issued and guaranteed by the U.S. Government.
9. Invest in companies for the purpose of exercising control.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
* * * *
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS. Dreyfus Municipal Cash
Management Plus has adopted investment restrictions numbered 1 through 10 as
fundamental policies, which cannot be changed without approval by the holders of
a majority (as defined in the 1940 Act) of the Fund's outstanding voting shares.
Investment restriction number 11 is not a fundamental policy and may be changed
by vote of a majority of the Fund's Board members at any time. Dreyfus Municipal
Cash Management Plus may not:
1. Purchase securities other than Municipal Obligations and Taxable
Investments as those terms are defined above and in the Fund's Prospectus.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments.
3. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to secure borrowings for temporary or emergency purposes.
4. Sell securities short or purchase securities on margin.
5. Underwrite the securities of other issuers, except that the Fund may
bid separately or as part of a group for the purchase of Municipal Obligations
directly from an issuer for its own portfolio to take advantage of the lower
purchase price available.
6. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests, but
this shall not prevent the Fund from investing in Municipal Obligations secured
by real estate or interests therein.
7. Make loans to others, except through the purchase of qualified debt
obligations and the entry into repurchase agreements referred to above and in
the Fund's Prospectus.
8. Invest more than 5% of its assets in the obligations of any issuer,
except that up to 25% of the value of the Fund's total assets may be invested,
and securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities may be purchased, without regard to any such limitation.
9. Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no such limitation
on the purchase of Municipal Obligations and, for temporary defensive purposes,
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
Notwithstanding investment restrictions numbered 1, 3 and 6, the Fund
reserves the right to enter into interest rate futures contracts and municipal
bond index futures contracts, and any options that may be offered in respect
thereof, subject to the restrictions then in effect of the Securities and
Exchange Commission and the Commodity Futures Trading Commission and to the
receipt or taking, as the case may be, of appropriate consents, approvals and
other actions from or by those regulatory bodies. In any event, no such
contracts or options will be entered into until a general description of the
terms thereof are set forth in a subsequent prospectus and statement of
additional information, the Registration Statement with respect to which has
been filed with the Securities and Exchange Commission and has become effective.
For purposes of investment restriction number 9, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together as an
"industry."
* * * *
DREYFUS TAX EXEMPT CASH MANAGEMENT. Dreyfus Tax Exempt Cash Management
has adopted investment restrictions numbered 1 through 10 as fundamental
policies, which cannot be changed without approval by the holders of a majority
(as defined in the 1940 Act) of the Fund's outstanding voting shares. Investment
restrictions numbered 11 and 12 are not fundamental policies and may be changed
by vote of a majority of the Fund's Board members at any time. Dreyfus Tax
Exempt Cash Management may not:
1. Purchase securities other than Municipal Obligations and Taxable
Investments as those terms are defined above and in the Fund's Prospectus.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments.
3. Sell securities short or purchase securities on margin.
4. Underwrite the securities of other issuers, except that the Fund may
bid separately or as part of a group for the purchase of Municipal Obligations
directly from an issuer for its own portfolio to take advantage of the lower
purchase price available.
5. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests, but
this shall not prevent the Fund from investing in Municipal Obligations secured
by real estate or interests therein.
6. Make loans to others, except through the purchase of qualified debt
obligations and the entry into repurchase agreements referred to above and in
the Fund's Prospectus.
7. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of any other
issuer, except that up to 25% of the value of the Fund's total assets may be
invested, and securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities may be purchased, without regard to any such
limitations. Notwithstanding the foregoing, to the extent required by the rules
of the Securities and Exchange Commission, the Fund will not invest more than 5%
of its assets in the obligations of any one bank, except that up to 25% of the
value of the Fund's total assets may be invested without regard to such
limitation.
8. Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no such limitation
on the purchase of Municipal Obligations and, for temporary defensive purposes,
securities issued by banks and obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
9. Purchase more than 10% of the voting securities of any issuer (this
restriction applies only with respect to 75% of the Fund's assets) or invest in
companies for the purpose of exercising control.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if, in
the aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
Notwithstanding investment restrictions numbered 1, 5 and 11, the Fund
reserves the right to enter into interest rate futures contracts, and municipal
bond index futures contracts, and any options that may be offered in respect
thereof, subject to the restrictions then in effect of the Securities and
Exchange Commission and the Commodity Futures Trading Commission and to the
receipt or taking, as the case may be, of appropriate consents, approvals and
other actions from or by those regulatory bodies. In any event, no such
contracts or options will be entered into until a general description of the
terms thereof are set forth in a subsequent prospectus and statement of
additional information, the Registration Statement with respect to which has
been filed with the Securities and Exchange Commission and has become effective.
For purposes of investment restriction number 8, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together as an
"industry."
* * * *
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT. Dreyfus New York Municipal
Cash Management has adopted investment restrictions numbered 1 through 9 as
fundamental policies, which cannot be changed without approval by the holders of
a majority (as defined in the 1940 Act) of the Fund's outstanding voting shares.
Investment restriction number 10 is not a fundamental policy and may be changed
by vote of a majority of the Fund's Board members at any time. Dreyfus New York
Municipal Cash Management may not:
1. Purchase securities other than Municipal Obligations and Taxable
Investments as those terms are defined above and in the Fund's Prospectus.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments.
3. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to secure borrowings for temporary or emergency purposes.
4. Sell securities short or purchase securities on margin.
5. Underwrite the securities of other issuers, except that the Fund may
bid separately or as part of a group for the purchase of Municipal Obligations
directly from an issuer for its own portfolio to take advantage of the lower
purchase price available.
6. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests, but
this shall not prevent the Fund from investing in Municipal Obligations secured
by real estate or interests therein.
7. Make loans to others, except through the purchase of qualified debt
obligations and the entry into repurchase agreements referred to above and in
the Fund's Prospectus.
8. Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no such limitation
on the purchase of Municipal Obligations and, for temporary defensive purposes,
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
9. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
10. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
Notwithstanding investment restrictions numbered 1, 3 and 6, the Fund
reserves the right to enter into interest rate futures contracts, and municipal
bond index futures contracts, and any options that may be offered in respect
thereof, subject to the restrictions then in effect of the Securities and
Exchange Commission and the Commodity Futures Trading Commission and to the
receipt or taking, as the case may be, of appropriate consents, approvals and
other actions from or by those regulatory bodies. In any event, no such
contracts or options will be entered into until a general description of the
terms thereof are set forth in a subsequent prospectus and statement of
additional information, the Registration Statement with respect to which has
been filed with the Securities and Exchange Commission and has become effective.
For purposes of investment restriction number 8, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together as an
"industry."
* * * *
ALL FUNDS. If a percentage restriction is adhered to at the time of
investment by a Fund, a later increase or decrease in percentage resulting from
a change in values or assets will not constitute a violation of that Fund's
restriction.
Each Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states. Should a
Fund determine that a commitment is no longer in the best interests of the Fund
and its shareholders, the Fund reserves the right to revoke the commitment by
terminating the sale of Fund shares in the state involved.
MANAGEMENT OF THE FUNDS
Board members and officers of each Fund, together with information as
to their principal business occupations during at least the last five years, are
shown below.
BOARD MEMBERS OF THE FUNDS
JOSEPH S. DiMARTINO, CHAIRMAN OF THE BOARD. Since January 1995, Chairman
of the Board of various funds in the Dreyfus Family of Funds. He is
also Chairman of the Board of Staffing Resources, Inc., a temporary
placement agency, and a director of The Muscular Dystrophy
Association, HealthPlan Services Corporation, a provider of
marketing, administrative, and risk management services for health
and other benefit programs, The Noel Group, Inc., a venture capital
company, Carlyle Industries, Inc. (formerly, Belding Heminway
Company, Inc.), a button packager and distributor, and Century
Business Services, Inc. (formerly, International Alliance Services,
Inc.), a provider of outsourcing functions to small and medium size
businesses. For more than five years prior to January 1995, he was
President, a director and, until August 1994, Chief Operating
Officer, of the Manager, and Executive Vice President and a
director of Dreyfus Service Corporation, a wholly-owned subsidiary
of the Manager and, until August 24, 1994, the Funds' distributor.
From August 1994 to December 31, 1994, he was a director of Mellon
Bank Corporation. He is 54 years old and his address is 200 Park
Avenue, New York, New York 10166.
DAVID W. BURKE, BOARD MEMBER. Chairman of the Broadcasting Board of
Governors, an independent board within the United States
Information Agency, since August 1995. From August 1994 through
December 31, 1994, Mr. Burke was a consultant to the Manager and,
from October 1990 to August 1994, he was Vice President and Chief
Administrative Officer of the Manager. From 1977 to 1990, Mr. Burke
was involved in the management of national television news, as
Vice-President and Executive Vice President of ABC News, and
subsequently as President of CBS News. He is 60 years old and his
address is Box 654, Eastham, Massachusetts 02642.
ISABEL P. DUNST, BOARD MEMBER. Partner in the law firm of Hogan
& Hartson since 1990. From 1986 to 1990, she was Deputy General
Counsel of the United States Department of Health and Human
Services. Until May 1996, she was a Trustee of the Clients'
Security Fund of the District of Columbia Bar and President of
Temple Sinai. She is 50 years old and her address is c/o Hogan &
Hartson, Columbia Square, 555 Thirteenth Street, N.W.,
Washington, D.C. 20004-1109.
LYLE E. GRAMLEY, BOARD MEMBER. Consulting economist, since June
1992, and, from 1985 to May 1992, Senior Staff Vice President and
Chief Economist, of Mortgage Bankers Association of America. Since
February 1993, Mr. Gramley has served as a director of CWM Mortgage
Holdings, Inc. and, since February 1996, as a director of NUWave
Technologies, Inc. From 1980 to 1985, he was a member of the
Board of Governors of the Federal Reserve System.
He is 70 years old and his address is 12901 Three Sisters Road,
Potomac, Maryland 20854.
WARREN B. RUDMAN, BOARD MEMBER. Since January 1993, Partner in the law firm
Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Rudman also is a
director of Prime Succession, Inc., Collins & Aikman Corporation,
Chubb Corporation and the Raytheon Company; and a trustee of
Boston College. He is also Vice Chairman of the President's
Foreign Intelligence Advisory Board and a member of the Senior
Advisory Board of the Institute of Politics of the
Kennedy School of Government at Harvard University.
From January 1981 to January 1993, Mr. Rudman served as a
United States Senator from the State of New Hampshire.
From January 1993 to December 1994, Mr. Rudman served as
Vice Chairman of the Federal Reserve Bank of Boston. He
is 67 years old and his address is 1615 L Street, N.W.,
Suite 1300, Washington D.C. 20036.
For so long as a Fund's plan described in the sections captioned
"Service Plans" or "Shareholder Services Plans" remains in effect, the Board
members of such Fund who are not "interested persons" of the Fund, as defined in
the 1940 Act, will be selected and nominated by the Board members who are not
"interested persons" of the Fund.
Board members of each Fund are entitled to receive an annual retainer
and a per meeting fee and reimbursement for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. Emeritus Board members
are entitled to receive an annual retainer and a per meeting fee of one-half the
amount paid to them as Board members. The aggregate amounts of compensation
payable to each Board member by the Company and by each other Fund for the
twelve month period ended January 31, 1997* and by all funds in the Dreyfus
Family of Funds for which such person is a Board member (the number of which is
set forth in parenthesis next to each Board member's total compensation) for the
year ended December 31, 1996, are set forth below.
<TABLE>
<CAPTION>
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex paid
Member and Fund Fund(*)(+) to Board Member
- ---------------- ------------------ -------------------
<S> <C> <C>
Joseph S. DiMartino $507,075 (94)
Dreyfus Cash Management $5,930(1)
Dreyfus Cash Management Plus, Inc. $5,930(1)
Dreyfus Government Cash Management Funds $5,930(1)
Dreyfus Treasury Cash Management $5,930(1)
Dreyfus Treasury Prime Cash Management $5,930(1)
Dreyfus Municipal Cash Management Plus $5,930(1)
Dreyfus Tax Exempt Cash Management $5,930(1)
Dreyfus New York Municipal Cash Management $3,645(1)
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex paid
Member and Fund Fund(*)(+) to Board Member
- ---------------- ------------------ -------------------
David W. Burke $232,699 (51)
Dreyfus Cash Management $6,000
Dreyfus Cash Management Plus, Inc. $6,000
Dreyfus Government Cash Management Funds $6,000
Dreyfus Treasury Cash Management $6,000
Dreyfus Treasury Prime Cash Management $6,000
Dreyfus Municipal Cash Management Plus $6,000
Dreyfus Tax Exempt Cash Management $6,000
Dreyfus New York Municipal Cash Management $4,000
- -------------------------
* Dreyfus Cash Management Plus, Inc. has changed its fiscal year from
September 30 to January 31. Dreyfus Treasury Cash Management and
Dreyfus New York Municipal Cash Management each have changed their
fiscal year end from July 31 to January 31. Dreyfus Municipal Cash
Management Plus has changed its fiscal year end from December 31 to
January 31, and Dreyfus Treasury Prime Cash Management has changed its
fiscal year end from the last day of February to January 31. For
purposes of consistency and comparability, a 12-month period ended
January 31, 1997 has been used to present this information.
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex paid
Member and Fund Fund(*)(+) to Board Member
- ---------------- ------------------ -------------------
Isabel P. Dunst
$42,000 (8)
Dreyfus Cash Management $5,500
Dreyfus Cash Management Plus, Inc. $5,500
Dreyfus Government Cash Management Funds $5,500
Dreyfus Treasury Cash Management $5,500
Dreyfus Treasury Prime Cash Management $5,500
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus New York Municipal Cash Management $3,500
Lyle E. Gramley $46,000 (8)
Dreyfus Cash Management $6,000
Dreyfus Cash Management Plus, Inc. $6,000
Dreyfus Government Cash Management Funds $6,000
Dreyfus Treasury Cash Management $6,000
Dreyfus Treasury Prime Cash Management $6,000
Dreyfus Municipal Cash Management Plus $6,000
Dreyfus Tax Exempt Cash Management $6,000
Dreyfus New York Municipal Cash Management $4,000
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex paid
Member and Fund Fund(*)(+) to Board Member
- ---------------- ------------------ -------------------
Warren B. Rudman $71,588 (18)
Dreyfus Cash Management $5,500
Dreyfus Cash Management Plus, Inc. $5,500
Dreyfus Government Cash Management (Funds) $5,500
Dreyfus Treasury Cash Management $5,500
Dreyfus Treasury Prime Cash Management $5,500
Dreyfus Municipal Cash Management Plus $5,500
Dreyfus Tax Exempt Cash Management $5,500
Dreyfus New York Municipal Cash Management $3,500
</TABLE>
- -----------------------------
(*) Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $402.76 with respect to each Dreyfus Cash
Management, Dreyfus Tax Exempt Cash Management and Dreyfus New York
Municipal Cash Management, $402.74 with respect to each Dreyfus
Government Cash Management and Dreyfus Treasury Cash Management,
$399.15 with respect to Dreyfus Treasury Prime Cash Management, and
$402.75 with respect to each Dreyfus Cash Management Plus and Dreyfus
Municipal Cash Management Plus.
(+) The aggregate compensation payable to each Board member by each Fund
was paid by the Manager. See "Management Agreements."
(1) Effective February 4, 1997, Mr. DiMartino was elected Chairman of the
Board of the Fund. These figures reflect estimated amounts payable to
Mr. DiMartino over calendar year 1997, prorated accordingly, assuming
his attendance at all regular meetings of the Board during the year.
OFFICERS OF THE FUNDS
MARIE E. CONNOLLY, PRESIDENT AND TREASURER. President, Chief Executive
Officer, Chief Compliance Officer, and a director of the Distributor
and Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., an officer of other investment companies
advised or administered by the Manager. She is 40 years old.
RICHARD W. INGRAM, VICE PRESIDENT AND ASSISTANT TREASURER.
Executive Vice President of the Distributor and Funds
Distributor, Inc. and an officer of other investment
companies advised or administered by the Manager. From
March 1994 to November 1995, he was Vice President and
Division Manager for First Data Investor Services Group.
From 1989 to 1994, he was Vice President, Assistant
Treasurer and Tax Director - Mutual Funds of The Boston
Company. He is 42 years old.
MARY A. NELSON, VICE PRESIDENT AND ASSISTANT TREASURER. Vice President of
the Distributor and Funds Distributor, Inc. and an officer of other
investment companies advised or administered by the Manager. From
September 1989 to July 1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc. She is 33 years old.
DOUGLAS C. CONROY, VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President of
Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From April 1993 to January
1995, he was a Senior Fund Accountant for Investors Bank & Trust
Company. From December 1991 to March 1993, he was employed as a Fund
Accountant at The Boston Company, Inc. He is 27 years old.
JOSEPH F. TOWER, III, VICE PRESIDENT AND ASSISTANT TREASURER. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 35 years old.
MICHAEL S. PETRUCELLI, VICE PRESIDENT, ASSISTANT TREASURER AND ASSISTANT
SECRETARY. Senior Vice President of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From December, 1989 through November, 1996 he was employed by
GE Investments where he held various financial, business development
and compliance positions. He also served as Treasurer of the GE Funds
and as a Director of the GE Investment Services. He is 36 years old.
ELBA VASQUEZ, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice
President of Funds Distributor, Inc. She has been employed since May
1996 as a Sales Associate in the distribution of World Equity
Benchmark Shares. From March 1990 to May 1996, she was employed by
U.S. Trust Company of New York. As an officer of U.S. Trust, she held
various positions in the sales and marketing of their proprietary
family of mutual funds. She is 36 years old.
KATHLEEN M. MORRISEY. VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President
and Assistant Secretary of Funds Distributor, Inc., Manager of
Treasury Services Administration and an officer of certain investment
companies advised or administered by J.P. Morgan & Co. Incorporated,
Montgomery Asset Management, K.P., and Dresdner RCM Global Investors,
Inc., or their respective affiliates. From July 1994 to November 1995,
she was a Fund Accountant II for Investors Bank & Trust Company. Prior
to that she was a Finance student at Stonehill College in North
Easton, MA. She is 25 years old.
CHRISTOPHER J. KELLEY. VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President
and Senior Associate General Counsel of Funds Distributor, Inc. and
Premier Mutual Fund Services, Inc., and an officer of certain
investment companies advised or administered by Harris Trust and
Savings Bank, Waterhouse Asset Management, Inc., J.P. Morgan & Co.
Incorporated and Montgomery Asset Management, L.P., or their
respective affiliates. From April 1994 to July 1996, Mr. Kelley was
Assistant Counsel at Forum Financial Group. From October 1992 to march
1994, Mr. Kelley was employed by Putnam Investments in legal and
compliance capacities. He is 33 years old.
The address of each officer of the Funds is 200 Park Avenue, New York,
New York 10166.
Each Fund's Board members and officers, as a group, owned less than 1%
of the Fund's shares outstanding on February 10, 1998.
Set forth in "Appendix D" to this Statement of Additional Information
are the shareholders known by each Fund (as indicated) to own of record 5% or
more of such Fund's Institutional Shares, Administrative Shares, Investor Shares
or Participant Shares outstanding on February 10, 1998.
A shareholder who beneficially owns, directly or indirectly, more than
25% of the Fund's voting securities may be deemed a "control person" (as defined
in the 1940 Act) of the Fund.
MANAGEMENT AGREEMENTS
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "MANAGEMENT OF THE FUNDS."
The Manager provides management services pursuant to separate Management
Agreements (respectively, the "Agreement") dated August 24, 1994 with each Fund.
As to each Fund, the Agreement is subject to annual approval by (i) such Fund's
Board or (ii) vote of a majority (as defined in the 1940 Act) of such Fund's
outstanding voting securities of the Fund, provided that in either event the
continuance also is approved by a majority of the Fund's Board members who are
not "interested persons" (as defined in the 1940 Act) of the Fund or the
Manager, by vote cast in person at a meeting called for the purpose of voting on
such approval. Except as to Dreyfus Government Prime Cash Management, each
Agreement was approved by Fund shareholders on August 5, 1994, and was last
approved by each Fund's Board, including a majority of the Board members who are
not "interested persons" of any party to the Agreement, at a meeting held on May
21, 1997. The Board of Dreyfus Government Prime Cash Management approved the
Management Agreement at a meeting held on January 30, 1998. As to each Fund, the
Agreement is terminable without penalty, on not more than 60 days' notice, by
the Fund's Board or by vote of the holders of a majority of such Fund's shares,
or, on not less than 90 days' notice, by the Manager. Each Agreement will
terminate automatically in the event of its assignment (as defined in the 1940
Act).
The following persons are officers and/or directors of the Manager: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, Chief Operating Officer and a director; Stephen E. Canter,
Vice Chairman, Chief Investment Officer and a director; Lawrence S. Kash, Vice
Chairman--Distribution and a director; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; Mark N. Jacobs, Vice President, General
Counsel and Secretary; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources; Andrew S.
Wasser, Vice President--Information Systems; William V. Healey, Assistant
Secretary; and Mandell L. Berman, Burton C. Borgelt, Frank V. Cahouet, and
Richard F. Syron, directors.
The Manager manages each Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board. The Manager is responsible for investment decisions, and provides each
Fund with portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The portfolio managers of Dreyfus Cash
Management, Dreyfus Cash Management Plus, Dreyfus Government Cash Management,
Dreyfus Government Prime Cash Management, Dreyfus Treasury Cash Management, and
Dreyfus Treasury Prime Cash Management (collectively, the "Taxable Funds") are
Bernard Kiernan, Patricia A. Larkin, and Thomas Riordan. The portfolio managers
of Tax Exempt Funds are Joseph P. Darcy, A. Paul Disdier, Douglas J. Gaylor,
Karen M. Hand, Stephen C. Kris, Richard J. Moynihan, Michael Petty, Jill C.
Shaffro, Samuel J. Weinstock, and Monica S. Weiboldt. The Manager also maintains
a research department with a professional staff of portfolio managers and
securities analysts who provide research services for each Fund and for other
funds advised by the Manager.
The Manager maintains office facilities on behalf of each Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time deems
appropriate.
As compensation for the Manager's services under the Agreement, each
Fund has agreed to pay the Manager a monthly management fee at the annual rate
of .20 of 1% of the value of such Fund's average daily net assets. All fees and
expenses are accrued daily and deducted before declaration of dividends to
investors. Set forth below are the total amounts paid by each Fund to the
Manager for each Fund's last three fiscal years and, with respect to Dreyfus
Cash Management Plus, Dreyfus Treasury Cash Management, Dreyfus Treasury Prime
Cash Management, Dreyfus Municipal Cash Management and Dreyfus New York
Municipal Cash Management*, for the stated period ended January 31, 1997 (no
information is provided for Dreyfus Government Prime Cash Management, which has
not completed its first fiscal year):
<TABLE>
<CAPTION>
Fiscal Year Ended January 31,
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Dreyfus Cash Management $6,271,157 $5,179,993 $4,607,084
Dreyfus Government Cash
Management $10,873,643 $8,865,414 $6,672,265
Dreyfus Tax Exempt Cash
Management $2,873,913 $2,960,202 $2,972,503
</TABLE>
<TABLE>
<CAPTION>
Four Month
Period Ended Fiscal Year Ended September 30,
JANUARY 31, 1997 1996 1995 1994
---------------- ---- ---- ----
<S> <C> <C> <C> <C>
Dreyfus Cash Management
Plus, Inc.+ $4,417,546 $11,722,426 $8,013,464 $4,989,028*
Eleven Month
Period Ended Fiscal Year Ended February 28/29,
JANUARY 31, 1997 1996 1995 1994
---------------- ---- ---- ----
Dreyfus Treasury Prime
Cash Management+ $6,363,231 $6,907,593 $7,620,458 $8,802,507**
Six Month
Period Ended Fiscal Year Ended July 31,
JANUARY 31, 1997 1996 1995 1994
---------------- ---- ---- ----
Dreyfus Treasury Cash
Management+ $2,984,786 $5,232,465 $3,914,096 $4,599,547***
Dreyfus New York
Municipal Cash
Management+ $150,092 $210,603 $217,769 $ 192,934***
One Month
Period Ended Fiscal Year Ended December 31,
JANUARY 31, 1997 1996 1995 1994
---------------- ---- ---- ----
Dreyfus Municipal Cash
Management Plus+ $32,580 $459,763 $461,349 $617,875
</TABLE>
- -----------------------
* Reflects a reduction in the management fee of $389,653 in
fiscal 1994, pursuant to an undertaking then in effect.
** Reflects a reduction in the management fee of $893,875 in
fiscal 1994, pursuant to an undertaking then in effect.
*** Reflects reductions in the management fees in fiscal 1994 of $204,581
with respect to Dreyfus Treasury Cash Management, and $68,405 with
respect to Dreyfus New York Municipal Cash Management, pursuant to
undertakings then in effect.
+ Each Fund's fiscal year was changed to January 31.
As to each Fund, unless the Manager gives the Fund's investors at least
90 days' notice to the contrary, the Manager, and not the Fund, will be liable
for all expenses of the Fund (exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state securities
commissions) extraordinary expenses) other than the following expenses, which
will be borne by the Fund: (i) the management fee payable monthly at the annual
rate of .20 of 1% of the value of the Fund's average daily net assets and (ii)
as to Administrative Shares, Investor Shares and Participant Shares, payments
made pursuant to the Fund's Service Plan with respect to such class of shares at
the annual rate set forth in such Service Plan. See "Service Plans."
In addition, each Agreement provides that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state securities
commissions) extraordinary expenses, but including the management fee, exceed
1-1/2% of the value of the Fund's average net assets for the fiscal year, the
Fund may deduct from the payment to be made to the Manager under the Agreement,
or the Manager will bear, such excess expense. Such deduction or payment, if
any, will be estimated on a daily basis, and reconciled and effected or paid, as
the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
HOW TO BUY SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "HOW TO BUY SHARES."
THE DISTRIBUTOR. The Distributor serves as each Fund's distributor on a
best efforts basis pursuant to an agreement which is renewable annually. The
Distributor also acts as distributor for the other funds in the Dreyfus Family
of Funds and for certain other investment companies.
USING FEDERAL FUNDS. Dreyfus Transfer, Inc., each Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), or the Fund may attempt to
notify the investor upon receipt of checks drawn on banks that are not members
of the Federal Reserve System as to the possible delay in conversion into
Federal Funds, and may attempt to arrange for a better means of transmitting the
money. If the investor is a customer of a securities dealer, bank or other
financial institution and an order to purchase Fund shares is paid for other
than in Federal Funds, the securities dealer, bank or other financial
institution, acting on behalf of its customer, will complete the conversion
into, or itself advance, Federal Funds generally on the business day following
receipt of the customer order. The order is effective only when so converted and
received by the Fund's Custodian.
SERVICE PLANS
(ADMINISTRATIVE SHARES, INVESTOR SHARES AND
PARTICIPANT SHARES ONLY)
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS FOR ADMINISTRATIVE SHARES, INVESTOR SHARES
OR PARTICIPANT SHARES, RESPECTIVELY, ENTITLED "SERVICE PLAN."
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 1940 Act provides, among other things, that an investment
company may bear expenses of distributing its shares only pursuant to a plan
adopted in accordance with the Rule. Each Board has adopted a separate plan (the
"Service Plan") with respect to such Fund's Administrative Shares, Investor
Shares and Participant Shares pursuant to which the Fund reimburses the
Distributor for distributing such classes of shares and pays the Manager,
Dreyfus Service Corporation and any affiliate of either of them (collectively,
"Dreyfus") for advertising and marketing and for providing certain services to
shareholders of the respective class of shares. Under the Service Plan, as to
each relevant class, the Distributor and Dreyfus may make payments to certain
financial institutions, securities dealers and other financial industry
professionals (collectively, "Service Agents") in respect to these services.
Each Board believes that there is a reasonable likelihood that the Fund's
Service Plan will benefit the Fund and the holders of such Fund's Administrative
Shares, Investor Shares and Participant Shares.
A quarterly report of the amounts expended under each Service Plan, and
the purposes for which such expenditures were incurred, must be made to the
respective Board for its review. In addition, each Service Plan provides that it
may not be amended to increase materially the costs which holders of
Administrative Shares, Investor Shares, or Participant Shares may bear pursuant
to the Service Plan without the approval of the holders of such class of shares
and that other material amendments of the Service Plan must be approved by the
Board, and by the Board members who are not "interested persons" (as defined in
the 1940 Act) of the Fund and have no direct or indirect financial interest in
the operation of the Service Plan or in any agreements entered into in
connection with the Service Plan, by vote cast in person at a meeting called for
the purpose of considering such amendments. Each Service Plan is subject to
annual approval by such vote of its Board members cast in person at a meeting
called for the purpose of voting on the Service Plan. Board members of each Fund
other than Dreyfus Government Prime Cash Management last so approved the Fund's
Service Plan at a meeting held on May 21, 1997. As to Dreyfus Government Prime
Cash Management, Board members approved the Service Plan on January 30, 1998.
Each Service Plan may be terminated at any time as to a class of shares by vote
of a majority of the Board members who are not "interested persons" and have no
direct or indirect financial interest in the operation of the Service Plan or in
any agreements entered into in connection with the Service Plan or by vote of
the holders of a majority of such class of shares.
Set forth below are the total amounts paid by each Fund pursuant to its
Service Plan to (i) the Distributor as reimbursement for distributing
Administrative Shares, Investor Shares, and Participant Shares ("Distributor
Payments") and (ii) Dreyfus for advertising and marketing and for providing
services to holders of such classes of shares ("Dreyfus Payments"), for the
Fund's most recent fiscal year-end and, with respect to Dreyfus Cash Management
Plus, Dreyfus Treasury Cash Management, Dreyfus Treasury Prime Cash Management,
Dreyfus Municipal Cash Management Plus, and Dreyfus New York Municipal Cash
Management, for the stated period ended January 31, 1997, are as follows (no
information is provided for Dreyfus Government Prime Cash Management, which has
not completed its first fiscal year):
<TABLE>
<CAPTION>
TOTAL AMOUNT
NAME OF FUND PAID PURSUANT TO
AND SHARE CLASS SERVICE PLAN DISTRIBUTOR PAYMENTS DREYFUS PAYMENTS
- ---------------- ------------------ -------------------- -----------------
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
JANUARY 31, 1997 JANUARY 31, 1997 JANUARY 31, 1997
------------------ ----------------- ----------------------
<S> <C> <C> <C>
Dreyfus Cash
Management
Administrative Shares $ - $ - $ -
Investor Shares $1,278,206 $421,371 $856,835
Participant Shares $ - $ - $ -
Dreyfus Government
Cash Management
Administrative Shares $ 3,171 $ 3,171 $ -
Investor Shares $1,582,994 $906,882 $676,112
Participant Shares $ 18 $ 18 $ -
Dreyfus Tax Exempt
Cash Management
Administrative Shares $ - $ - $ -
Investor Shares $142,130 $127,402 $14,728
Participant Shares $ - $ - $ -
</TABLE>
<TABLE>
<CAPTION>
Four Month Fiscal Four Month Fiscal Four Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, September 30, January 31, September 30, January 31, September 30,
1997 1996 1997 1996 1997 1996
------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Dreyfus Cash
Management Plus, Inc.
Administrative Shares $518 N/A $ 497 N/A $ 21 N/A
Investor Shares 629,784 $1,234,656 $605,808 $1,197,260 $23,976 $37,396
Participant Shares $189 N/A $ 183 N/A $ 6 N/A
Eleven Eleven Eleven
Month Fiscal Month Fiscal Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, February 29, January 31, February 29, January 31, February 29,
1997 1996 1997 1996 1997 1996
------------------------- -------------------------- --------------------------
Dreyfus Treasury Prime
Cash Management
Administrative Shares $ - N/A $ - N/A $ - N/A
Investor Shares $749,935 $537,771 $741,368 $534,909 $8,567 $2,862
Participant Shares $ - N/A $ - N/A $ - N/A
Six Month Fiscal Six Month Fiscal Six Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, July 31, January 31, July 31, January 31, July 31,
1997 1996 1997 1996 1997 1996
------------------------- -------------------------- --------------------------
Dreyfus Treasury
Cash Management
Administrative Shares $ - N/A $ - N/A $ - N/A
Investor Shares $397,338 $354,981 $198,145 $211,182 $199,243 $143,799
Participant Shares $ - N/A $ - N/A $ - N/A
Six Month Fiscal Six Month Fiscal Six Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, July 31, January 31, July 31, January 31, July 31,
1997 1996 1997 1996 1997 1996
------------------------- -------------------------- --------------------------
Dreyfus New York
Municipal Cash
Management
Administrative Shares $ - N/A $ - N/A $ - N/A
Investor Shares $17,645 $21,087 $17,645 $21,029 $ - $58
Participant Shares $ - N/A $ - N/A $ - N/A
One Month Fiscal One Month Fiscal One Month Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, December 31, January 31, December 31, January 31, December 31,
1997 1996 1997 1996 1997 1996
------------------------- -------------------------- --------------------------
Dreyfus Municipal
Cash Management Plus
Administrative Shares $ - N/A $ - N/A $ - N/A
Investor Shares $9,822 $115,500 $9,822 $115,500 $ - $ -
Participant Shares $ - N/A $ - N/A $ - N/A
</TABLE>
SHAREHOLDER SERVICES PLANS
(INSTITUTIONAL SHARES ONLY)
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS FOR INSTITUTIONAL SHARES ENTITLED
"SHAREHOLDER SERVICES PLAN."
Each Fund, as to its Institutional Shares only, has adopted a separate
Shareholder Services Plan (the "Plan") pursuant to which the Fund has agreed to
reimburse Dreyfus Service Corporation for certain allocated expenses of
providing personal services and/or maintaining shareholder accounts. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the maintenance
of shareholder accounts.
A quarterly report of the amounts expended under each Plan and the
purposes for which such expenditures were incurred, must be made to the
respective Board for its review. In addition, each Plan provides that material
amendments of the Plan must be approved by the Fund's Board, and by the Board
members who are not "interested persons" (as defined in the 1940 Act) of the
Fund or the Manager and have no direct or indirect financial interest in the
operation of the Plan, by vote cast in person at a meeting called for the
purpose of considering such amendments. Each Plan is subject to annual approval
by such vote of the Board members of such Fund cast in person at a meeting
called for the purpose of voting on the Plan. Board members of each Fund, other
than Dreyfus Government Prime Cash Management, last so approved the Fund's Plan
at a meeting held on December 10, 1997. As to Dreyfus Government Prime Cash
Management, the Board members approved the Plan on January 30, 1998. Each Plan
is terminable at any time by vote of a majority of the Board members who are not
"interested persons" and have no direct or indirect financial interest in the
operation of the Plan.
The total amounts payable by each Fund pursuant to its Plan with respect
to Institutional Shares for its most recent fiscal year (except as to Dreyfus
Government Prime Cash Management, which has not completed its first fiscal year)
were borne by the Manager pursuant to an agreement in effect. See "Management
Agreements."
HOW TO REDEEM SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "HOW TO REDEEM SHARES."
REDEMPTION BY WIRE OR TELEPHONE. By using this procedure, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be an authorized
representative of the investor, and reasonably believed by the Transfer Agent to
be genuine. Redemption proceeds will be transferred by Federal Reserve wire only
to a bank that is a member of the Federal Reserve System.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code which
may be used for domestic or overseas transmission:
Transfer Agent's
TRANSMITTAL CODE ANSWER BACK SIGN
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at 1-800-654-7171,
toll free. Investors should advise the operator that the above transmittal code
must be used and should also inform the operator of the Transfer Agent's answer
back sign.
REDEMPTION COMMITMENT. Each Fund has committed to pay in cash all
redemption requests by any shareholder of record, limited in amount during any
90-day period to the lesser of $250,000 or 1% of the value of the Fund's net
assets at the beginning of such period. Such commitment is irrevocable without
the prior approval of the Securities and Exchange Commission. In the case of
requests for redemption in excess of such amount, the Board reserves the right
to make payments in whole or in part in securities or other assets of the Fund
in case of an emergency or any time a cash distribution would impair the
liquidity of the Fund to the detriment of the existing shareholders. In such
event, the securities would be valued in the same manner as the Fund's portfolio
is valued. If the recipient sold such securities, brokerage charges might be
incurred.
SUSPENSION OF REDEMPTIONS. The right of redemption may be suspended or
the date of payment postponed with respect to any Fund (a) during any period
when the New York Stock Exchange is closed (other than customary weekend and
holiday closings), (b) when trading in the markets the Fund ordinarily utilizes
is restricted, or when an emergency exists as determined by the Securities and
Exchange Commission so that disposal of the Fund's investments or determination
of its net asset value is not reasonably practicable, or (c) for such other
periods as the Securities and Exchange Commission by order may permit to protect
the Fund's investors.
DETERMINATION OF NET ASSET VALUE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "HOW TO BUY SHARES."
AMORTIZED COST PRICING. The valuation of each Fund's portfolio
securities is based upon their amortized cost which does not take into account
unrealized capital gains or losses. This involves valuing an instrument at its
cost and thereafter assuming a constant amortization to maturity of any discount
or premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price the Fund would receive if it sold the instrument.
Each Fund's Board has established, as a particular responsibility
within the overall duty of care owed to the Fund's investors, procedures
reasonably designed to stabilize the Fund's price per share as computed for the
purpose of purchases and redemptions at $1.00. Such procedures include review of
the Fund's portfolio holdings by the Fund's Board, at such intervals as it deems
appropriate, to determine whether the Fund's net asset value calculated by using
available market quotations or market equivalents deviates from $1.00 per share
based on amortized cost. In such review, investments for which market quotations
are readily available will be valued at the most recent bid price or yield
equivalent for such securities or for securities of comparable maturity, quality
and type, as obtained from one or more of the major market makers for the
securities to be valued. Other investments and assets, to the extent a Fund is
permitted to invest in such instruments, will be valued at fair value as
determined in good faith by the Fund's Board. With respect to the Tax Exempt
Funds, market quotations and market equivalents used in the Board's review are
obtained from an independent pricing service (the "Service") approved by the
Board. The Service values these Funds' investments based on methods which
include consideration of: yields or prices of municipal obligations of
comparable quality, coupon, maturity and type; indications of values from
dealers; and general market conditions. The Service also may employ electronic
data processing techniques and/or a matrix system to determine valuations.
The extent of any deviation between the Fund's net asset value per
share based upon available market quotations or market equivalents and $1.00 per
share based on amortized cost will be examined by the Fund's Board. If such
deviation exceeds 1/2 of 1%, the Fund's Board will consider promptly what
action, if any, will be initiated. In the event the Fund's Board determines that
a deviation exists which may result in material dilution or other unfair results
to investors or existing shareholders, it has agreed to take such corrective
action as it regards as necessary and appropriate including: selling portfolio
instruments prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity; withholding dividends or paying distributions from
capital or capital gains; redeeming shares in kind; or establishing a net asset
value per share by using available market quotations or market equivalents.
NEW YORK STOCK EXCHANGE AND TRANSFER AGENT CLOSINGS. The holidays (as
observed) on which both the New York Stock Exchange and the Transfer Agent are
closed currently are: New Year's Day, Martin Luther King Jr. Day, Presidents'
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. The
New York Stock Exchange is also closed on Good Friday.
SHAREHOLDER SERVICES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "SHAREHOLDER SERVICES."
FUND EXCHANGES. Shares of one class of a Fund may be exchanged for
shares of the same class of another Fund or of Dreyfus Institutional Short Term
Treasury Fund (which offers Institutional Shares and Investor Shares only). To
request an exchange, exchange instructions must be given in writing or by
telephone. By using the Telephone Exchange Privilege, the investor authorizes
the Transfer Agent to act on exchange instructions from any person representing
himself or herself to be an authorized representative of the investor and
reasonably believed by the Transfer Agent to be genuine. Telephone exchanges may
be subject to limitations as to the amount involved or the number of telephone
exchanges permitted. Shares will be exchanged at the net asset value next
determined after receipt of an exchange request in proper form. Shares in
certificate form are not eligible for telephone exchange.
An investor who wishes to redeem shares of one class of shares and
purchase shares of another class of shares of a fund identified above should
contact Dreyfus Institutional Services Division by calling one of the telephone
numbers listed on the cover page of this Statement of Additional Information,
and should obtain a prospectus for the relevant share class which the investor
wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of one class of a Fund,
shares of the same class of another Fund or of Dreyfus Institutional Short Term
Treasury Fund (which offers Institutional Shares and Investor Shares only). This
Privilege is available only for existing accounts. Shares will be exchanged on
the basis of relative net asset value. Enrollment in or modification or
cancellation of this Privilege is effective three business days following
notification by the investor. An investor will be notified if its account falls
below the amount designated under this Privilege. In this case, an investor's
account will fall to zero unless additional investments are made in excess of
the designated amount prior to the next Auto-Exchange transaction. Shares in
certificate form are not eligible for this Privilege.
Fund Exchanges and the Dreyfus Auto-Exchange Privilege are available to
investors resident in any state in which shares of the fund being acquired may
legally be sold. Shares may be exchanged only between accounts having identical
names and other identifying designations.
The Fund reserves the right to reject any exchange request in whole or
in part. The availability of Fund Exchanges or the Dreyfus Auto-Exchange
Privilege may be modified or terminated at any time upon notice to investors.
DIVIDENDS, DISTRIBUTIONS AND TAXES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "DIVIDENDS, DISTRIBUTIONS AND
TAXES."
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. However, all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds
will be treated as ordinary income under Section 1276 of the Internal Revenue
Code of 1986, as amended.
Many states grant tax-free status to dividends paid to shareholders of
mutual funds from interest income earned by a fund from direct obligations of
the U.S. Government, subject in some states to minimum investment requirements
that must be met by the fund. Investments in securities issued by the Government
National Mortgage Association or the Federal National Mortgager Association,
bankers' acceptances, commercial paper and repurchase agreements collateralized
by U.S. Government securities do not generally qualify for tax-free treatment.
At the end of each calendar year, as applicable, investors will be provided with
the percentage of any dividends paid that may qualify for such tax-free
treatment. Investors should then consult with their tax advisers with respect to
the application of state and local laws to these distributions.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the issuer
or from an underwriter or a market maker for the securities. Usually no
brokerage commissions are paid by any Fund for such purchases. Purchases from
underwriters of portfolio securities include a concession paid by the issuer to
the underwriter and the purchase price paid to, and sales price received from,
market makers for the securities may include the spread between the bid and
asked price. No brokerage commissions have been paid by any Fund to date.
Transactions are allocated to various dealers by the portfolio managers
of a Fund in their best judgment. The primary consideration is prompt and
effective execution of orders at the most favorable price. Subject to that
primary consideration, dealers may be selected for research, statistical or
other services to enable the Manager to supplement its own research and analysis
with the views and information of other securities firms and may be selected
based upon their sales of Fund shares.
Research services furnished by brokers through which a Fund effects
securities transactions may be used by the Manager in advising other funds it
advises and, conversely, research services furnished to the Manager by brokers
in connection with other funds the Manager advises may be used by the Manager in
advising each Fund. Although it is not possible to place a dollar value on these
services, it is the opinion of the Manager that the receipt and study of such
services should not reduce the overall expenses of its research department.
YIELD INFORMATION
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "YIELD INFORMATION."
For the seven-day period ended July 31, 1997, the yield and effective
yield for Institutional Shares, Administrative Shares, Investor Shares, and
Participant Shares of each Fund were as follows (no information is provided for
Dreyfus Government Prime Cash Management, which has not completed its
first fiscal year):
Dreyfus Cash Management
Institutional Shares 5.50% 5.65%
Administrative Shares 5.40% 5.55%
Investor Shares 5.25% 5.39%
Participant Shares 5.09% 5.22%
Dreyfus Cash Management Plus, Inc.
Institutional Shares 5.59% 5.75%
Administrative Shares 5.48% 5.63%
Investor Shares 5.33% 5.47%
Participant Shares 5.18% 5.31%
Dreyfus Government Cash Management
Institutional Shares 5.48% 5.63%
Administrative Shares 5.36% 5.50%
Investor Shares 5.21% 5.35%
Participant Shares 5.07% 5.20%
Dreyfus Treasury Cash Management
Institutional Shares 5.38% 5.52%
Administrative Shares 5.28% 5.42%
Investor Shares 5.13% 5.26%
Participant Shares 4.97% 5.09%
Dreyfus Treasury Prime Cash Management
Institutional Shares 5.24% 5.38%
Administrative Shares 5.14% 5.28%
Investor Shares 4.98% 5.10%
Participant Shares 4.82% 4.94%
Dreyfus Municipal Cash Management Plus
Institutional Shares 3.57% 3.63%
Administrative Shares 3.47% 3.53%
Investor Shares 3.33% 3.38%
Participant Shares 3.17% 3.22%
Dreyfus Tax Exempt Cash Management
Institutional Shares 3.50% 3.56%
Administrative Shares 3.40% 3.46%
Investor Shares 3.25% 3.30%
Participant Shares 3.10% 3.15%
Dreyfus New York Municipal Cash Management
Institutional Shares 3.45% 3.51%
Administrative Shares 3.35% 3.41%
Investor Shares 3.20% 3.25%
Participant Shares 3.05% 3.10%
Yield is computed in accordance with a standardized method which
involves determining the net change in the value of a hypothetical pre-existing
Fund account having a balance of one share at the beginning of a seven calendar
day period for which yield is to be quoted, dividing the net change by the value
of the account at the beginning of the period to obtain the base period return,
and annualizing the results (i.e., multiplying the base period return by 365/7).
The net change in the value of the account reflects the value of additional
shares purchased with dividends declared on the original share and any such
additional shares and fees that may be charged to shareholder accounts, in
proportion to the length of the base period and the Fund's average account size,
but does not include realized gains and losses or unrealized appreciation and
depreciation. Effective yield is computed by adding 1 to the base period return
(calculated as described above), raising that sum to a power equal to 365
divided by 7, and subtracting 1 from the result. Both yield figures take into
account any applicable distribution and service fees. As a result, at any given
time, the performance of Administrative Shares, Investor Shares and Participant
Shares should be expected to be lower than that of Institutional Shares, the
performance of Investor Shares and Participant Shares should be expected to be
lower than that of Administrative Shares and the performance of Participant
Shares should be expected to be lower than that of Investor Shares.
As to the Tax Exempt Funds, tax equivalent yield is computed by
dividing that portion of the yield or effective yield (calculated as described
above) which is tax exempt by 1 minus a stated tax rate and adding the quotient
to that portion, if any, of the yield of the Fund that is not tax exempt. Based
upon a 1997 Federal income tax rate of 39.60%, the tax equivalent yield for the
7-day period ended July 31, 1997 for Institutional Shares, Administrative
Shares, Investor Shares and Participant Shares of Dreyfus Municipal Cash
Management Plus and Dreyfus Tax Exempt Cash Management was as follows:
FUND TAX EQUIVALENT YIELD
Dreyfus Municipal Cash Management Plus
Institutional Shares 5.91%
Administrative Shares 5.74%
Investor Shares 5.51%
Participant Shares 5.25%
Dreyfus Tax Exempt Cash Management
Institutional Shares 5.79%
Administrative Shares 5.63%
Investor Shares 5.38%
Participant Shares 5.13%
Based upon a combined 1997 Federal, New York State, and New York City
personal income tax rate of 46.60%, the tax equivalent yield for the seven-day
period ended July 31, 1997 for Dreyfus New York Municipal Cash Management was as
follows:
Dreyfus New York Municipal Cash Management
Institutional Shares 6.46%
Administrative Shares 6.27%
Investor Shares 5.99%
Participant Shares 5.71%
The tax equivalent yields noted above for Dreyfus Municipal Cash
Management Plus and Dreyfus Tax Exempt Cash Management represent the application
of the highest Federal marginal personal income tax rate currently in effect.
The tax equivalent figures, however, do not include the potential effect of any
state or local (including, but not limited to, county, district or city) taxes,
including applicable surcharges. The tax equivalent yields noted above for
Dreyfus Municipal Cash Management Plus represent the application of the highest
Federal, New York State, and New York City marginal personal income tax rates
presently in effect. For Federal income tax purposes, a 39.6% rate has been
used, and for New York State and New York City personal income tax purposes, the
rates of 7.875% and 4.46%, respectively, have been used. In addition, there may
be pending legislation which could affect such stated tax rates or yields. Each
investor should consult its tax adviser, and consider its own factual
circumstances and applicable tax laws, in order to ascertain the relevant tax
equivalent yield.
From time to time, each Tax Exempt Fund may use hypothetical tax
equivalent yields or charts in its advertising. These hypothetical yields or
charts will be used for illustrative purposes only and not as representative of
the Fund's past or future performance.
Yields will fluctuate and are not necessarily representative of future
results. The investor should remember that yield is a function of the type and
quality of the instruments in the portfolio, portfolio maturity and operating
expenses. An investor's principal in the Fund is not guaranteed. See
"Determination of Net Asset Value" for a discussion of the manner in which a
Fund's price per share is determined.
From time to time, advertising materials for a Fund may refer to or
discuss then-current or past economic conditions, developments and/or events, or
actual or proposed tax legislation. From time to time, advertising materials for
a Fund may also refer to statistical or other information concerning trends
relating to investment companies, as compiled by industry associations such as
the Investment Company Institute. From time to time, advertising materials for a
Fund also may discuss the availability and benefits of offering the Funds as
investment vehicles for commercial sweep accounts, and may discuss statistics,
data, and industry trends in this regard.
INFORMATION ABOUT THE FUNDS
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN EACH PROSPECTUS ENTITLED "GENERAL INFORMATION."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and nonassessable. Fund
shares have no preemptive, subscription or conversion rights and are freely
transferable.
Each Fund sends annual and semi-annual financial statements to all its
shareholders.
In early 1974, the Manager commenced offering the first money market
fund to be widely offered on a retail basis, Dreyfus Liquid Assets, Inc. Money
market mutual funds have subsequently grown into over a one trillion dollar
industry.
Each Fund is a member of the Dreyfus Family of Cash Management Funds,
which are designed to meet the needs of an array of institutional investors. As
of February 11, 1998, the total net assets of all of the funds composing the
Dreyfus Family of Cash Management Funds amounted to approximately $25 billion.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an investment
company, such as the Company, will not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding shares of
each series affected by such matter. Rule 18f-2 further provides that a series
shall be deemed to be affected by a matter unless it is clear that the interests
of each series in the matter are identical or that the matter does not affect
any interest of such series. However, the Rule exempts the selection of
independent accountants and the election of Board members from the separate
voting requirements of the Rule.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is each Fund's transfer and
dividend disbursing agent. Under a separate Transfer Agency Agreement with each
Fund, the Transfer Agent arranges for the maintenance of shareholder account
records for the Fund, the handling of certain communications between
shareholders and the Fund and the payment of dividends and distributions payable
by the Fund. For these services, the Transfer Agent receives a monthly fee
computed on the basis of the number of shareholder accounts it maintains for the
Fund during the month, and is reimbursed for certain out-of-pocket expenses. The
fees payable to the Transfer Agent by each Fund are borne directly by the
Manager pursuant to an agreement in effect. See "Management Agreements."
The Bank of New York, 90 Washington Street, New York, New York 10286,
is each Fund's custodian.
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York 10038-4982, as
counsel for each Fund, has rendered its opinion as to certain legal matters
regarding the due authorization and valid issuance of the shares being sold
pursuant to each Fund Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of each Fund.
FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT AUDITORS
The financial statements and reports of independent auditors with
respect to the Funds, listed below, are incorporated by reference into this
Statement of Additional Information dated February 23, 1998. When requesting a
copy of this Statement of Additional Information, you will receive the annual
report(s) and semi-annual reports, as applicable, for the Fund(s) in which you
are a shareholder, as set forth below. No reports are available for Dreyfus
Government Prime Cash Management because the Fund has not completed its first
reporting period.
Semi-Annual
NAME OF FUND ANNUAL REPORT(S) REPORT
Dreyfus Cash Management January 31, 1997 July 31, 1997
Dreyfus Cash Management Plus, January 31, 1997 July 31, 1997
Inc. September 30, 1996
Dreyfus Government Cash January 31, 1997 July 31, 1997
Management
Dreyfus Treasury Cash Management January 31, 1997 July 31, 1997
July 31, 1996
Dreyfus Treasury Prime Cash January 31, 1997 July 31, 1997
Management February 29, 1996
Dreyfus Municipal Cash January 31, 1997 July 31, 1997
Management Plus December 31, 1996
Dreyfus Tax Exempt Cash January 31, 1997 July 31, 1997
Management
Dreyfus New York Municipal Cash January 31, 1997 July 31, 1997
Management July 31, 1996
<PAGE>
APPENDIX A
(DREYFUS CASH MANAGEMENT
AND
DREYFUS CASH MANAGEMENT PLUS, INC.)
Descriptions of the highest commercial paper, bond and other short-and
long-term rating categories assigned by Standard & Poor's Ratings Group ("S&P"),
Moody's Investors Service, Inc. ("Moody's"), Fitch IBCA, Inc. ("Fitch"), Duff &
Phelps Credit Rating Co. ("Duff"), and Thomson BankWatch, Inc. ("BankWatch").
COMMERCIAL PAPER RATINGS AND SHORT-TERM RATINGS
The designation A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics are denoted with a
plus sign (+) designation.
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be evidenced
by leading market positions in well established industries, high rates of return
on funds employed, conservative capitalization structures with moderate reliance
on debt and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.
The rating Fitch-1 (Highest Credit Quality) is the highest commercial
paper rating assigned by Fitch and indicates the strongest capacity for timely
payment of financial commitments.
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of timely
payment with excellent liquidity factors which are supported by ample asset
protection. Risk factors are minor.
The rating TBW-1 is the highest short-term obligation rating assigned
by BankWatch. Obligations rated TBW-1 are regarded as having the strongest
capacity for timely repayment.
In addition to ratings of short-term obligations, BankWatch assigns a
rating to each issuer it rates, in gradations of A through F. BankWatch examines
all segments of the organization including, where applicable, the holding
company, member banks or associations, and other subsidiaries. In those
instances where financial disclosure is incomplete or untimely, a qualified
rating (qr) is assigned to the institution. BankWatch also assigns, in the case
of foreign banks, a country rating which represents an assessment of the overall
political and economic stability of the country in which that bank is domiciled.
BOND RATINGS AND LONG-TERM RATINGS
Bonds rated AAA are considered by S&P to be the highest grade
obligation and possess an extremely strong capacity to pay principal and
interest.
Bonds rated Aaa are judged by Moody's to be of the best quality. Bonds
rated Aa by Moody's are judged by Moody's to be of high quality by all standards
and, together with the Aaa group, they comprise what are generally known as
high-grade bonds.
Bonds rated AAA by Fitch are judged by Fitch to be of the highest
credit quality. The AAA rating by Fitch denotes the lowest expectation of credit
risk. The AAA rating is assigned by Fitch only in case of exceptionally strong
capacity for timely payment of financial commitments; the capacity is highly
unlikely to be adversely affected by foreseeable events.
Bonds rated AAA by Duff are considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than U.S.
Treasury debt.
Fitch also assigns a rating to certain international and U.S. banks. A
Fitch bank rating represents Fitch's current assessment of the strength of the
bank and whether such bank would receive support should it experience
difficulties. In its assessment of a bank, Fitch uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, Fitch assigns
banks Long and Short-Term Ratings as used in the corporate ratings discussed
above. Legal Ratings, which range in gradation from 1 through 5, address the
question of whether the bank would receive support provided by central banks or
the bank's shareholders if it experienced difficulties, and such ratings are
considered by Fitch to be a prime factor in its assessment of credit risk.
Individual Ratings, which range in gradations from A through E, represent
Fitch's assessment of a bank's economic merits and address the question of how
the bank would be viewed if it were entirely independent and could not rely on
support from state authorities or its owners.
<PAGE>
APPENDIX B
(TAX EXEMPT FUNDS)
Description of certain S&P, Moody's and Fitch ratings:
S&P
MUNICIPAL BOND RATINGS
An S&P municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation.
The ratings are based on current information furnished by the issuer or
obtained by S&P from other sources it considers reliable, and will include: (1)
likelihood of default-capacity and willingness of the obligor as to the timely
payment of interest and repayment of principal in accordance with the terms of
the obligation; (2) nature and provisions of the obligation; and (3) protection
afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization or other arrangement under the laws of bankruptcy and
other laws affecting creditors' rights.
AAA
Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA
Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree. The AA
rating may be modified by the addition of a plus or a minus sign, which is used
to show relative standing within the category.
MUNICIPAL NOTE RATINGS
SP-1
The issuers of these municipal notes exhibit very strong or strong
capacity to pay principal and interest. Those issues determined to possess
overwhelming safety characteristics are given a plus (+) designation.
COMMERCIAL PAPER RATINGS
The rating A is the highest rating and is assigned by S&P to issues
that are regarded as having the greatest capacity for timely payment. Issues in
this category are delineated with the numbers 1, 2 and 3 to indicate the
relative degree of safety. Paper rated A-1 indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics are denoted with a
plus sign (+) designation.
Moody's
MUNICIPAL BOND RATINGS
Aaa
Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa
Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
Generally, Moody's provides either a generic rating or a rating with a numerical
modifier of 1 for bonds in each of the generic rating categories Aa, A, Baa, Ba
and B. Moody's also provides numerical modifiers of 2 and 3 in each of these
categories for bond issues in health care, higher education and other
not-for-profit sectors; the modifier 1 indicates that the issue ranks in the
higher end of its generic rating category; the modifier 2 indicates that the
issue is in the mid-range of the generic category; and the modifier 3 indicates
that the issue is in the low end of the generic category.
MUNICIPAL NOTE RATINGS
Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG). Such ratings recognize the
difference between short-term
credit risk and long-term risk. Factors affecting the liquidity of the borrower
and short-term cyclical elements are critical in short-term ratings, while other
factors of major importance in bond risk, long-term secular trends for example,
may be less important over the short run.
A short-term rating may also be assigned on an issue having a demand
feature. Such ratings will be designated as VMIG or, if the demand feature is
not rated, as NR. Short-term ratings on issues with demand features are
differentiated by the use of the VMIG symbol to reflect such characteristics as
payment upon periodic demand rather than fixed maturity dates and payment
relying on external liquidity. Additionally, investors should be alert to the
fact that the source of payment may be limited to the external liquidity with no
or limited legal recourse to the issuer in the event the demand is not met.
Moody's short-term ratings are designated Moody's Investment Grade as
MIG 1 or VMIG 1 through MIG 4 or VMIG 4. As the name implies, when Moody's
assigns a MIG or VMIG rating, all categories define an investment grade
situation.
MIG 1/VMIG 1
This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.
MIG 2/VMIG 2
This designation denotes high quality. Margins of protection are ample
although not so large as in the preceding group.
COMMERCIAL PAPER RATINGS
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be evidenced
by leading market positions in well established industries, high rates of return
on funds employed, conservative capitalization structures with moderate reliance
on debt and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.
Issuers rated Prime-2 (P-2) have a strong ability for repayment of senior
short-term debt obligations. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
Fitch
MUNICIPAL BOND RATINGS
The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The ratings take
into consideration special features of the issue, its relationship to other
obligations of the issuer, the current financial condition and operative
performance of the issuer and of any guarantor, as well as the political and
economic environment that might affect the issuer's future financial strength
and credit quality.
AAA
Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA
Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is generally
rated F-1+. Plus (+) and minus (-) signs are used with the rating symbol AA to
indicate the relative position of a credit within the rating category.
SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.
Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.
F-1+
EXCEPTIONALLY STRONG CREDIT QUALITY. Issues assigned this
rating are regarded as having the strongest degree of assurance
for timely payment.
F-1
VERY STRONG CREDIT QUALITY. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.
F-2
GOOD CREDIT QUALITY. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.
<PAGE>
APPENDIX C
(DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS
RISK FACTORS--INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS
The financial condition of New York State (the "State") and certain of
its public bodies (the "Agencies") and municipalities, particularly New York
City (the "City"), could affect the market values and marketability of New York
Municipal Obligations which may be held by the Fund. The following information
constitutes only a brief summary, does not purport to be a complete description,
and is based on information drawn from official statements relating to
securities offerings of the State, the City and the Municipal Assistance
Corporation for the City of New York ("MAC") available as of the date of this
Statement of Additional Information. While the Fund has not independently
verified such information, it has no reason to believe that such information is
not correct in all material respects.
The State's budget for the 1997-98 fiscal year was enacted by the
Legislature on August 4, 1997, more than four months after the start of the
fiscal year on April 1. Prior to adoption of the budget, the Legislature enacted
appropriations for disbursements considered to be necessary for State operations
and other purposes, including all necessary appropriations for debt service. The
State Financial Plan for the 1997-98 fiscal year was formulated on August 11,
1997 and is based on the State's budget as enacted by the Legislature and signed
into law by the Governor, as well as actual results for the first quarter of the
1997-98 fiscal year.
After adjustments for comparability between fiscal years, the adopted
1997-98 budget projects an increase in General Fund disbursements of $1.7
billion or 5.2% over 1996-97 levels. The average annual growth rate over the
last three fiscal years has been 1.2%. Adjusted State Funds (excluding Federal
grants) disbursements are projected to increase by 5.4% from the 1996-97 fiscal
year. All Governmental Funds projected disbursements increase by 7.0% over the
prior fiscal year, after adjustments for comparability.
The 1997-98 State Financial Plan is projected to be balanced on a cash
basis. The Financial Plan projections include a reserve for future needs of $530
million. As compared to the Governor's Executive Budget as amended in February
1997, the State's adopted budget for 1997-98 increases General Fund spending by
$1.7 billion, primarily from increases for local assistance ($1.3 billion).
Resources used to fund these additional expenditures include increased revenues
projected for the 1997-98 fiscal year, increased resources produced in the
1996-97 fiscal year that will be utilized in 1997-98, reestimates of social
service, fringe benefit and other spending, and certain non-recurring resources.
Total non-recurring resources included in the 1997-98 Financial Plan are
projected by State Division of the Budget ("DOB") to be $270 million, or 0.7% of
total General Fund receipts.
The 1997-98 adopted budget includes multi-year tax reductions, including
a State funded property and local income tax reduction program, estate tax
relief, utility gross receipts tax reductions, permanent reductions in the State
sales tax on clothing, and elimination of assessments on medical providers.
These reductions are intended to reduce the overall level of State and local
taxes in New York and to improve the State's competitive position vis-a-vis
other states. The various elements of the State and local tax and assessment
reductions have little or no impact on the 1997-98 Financial Plan, and do not
begin to materially affect the outyear projections until the State's 1999-2000
fiscal year.
The 1997-98 Financial Plan also includes: a projected General Fund
reserve of $530 million; a projected balance of $332 million in the Tax
Stabilization Reserve Fund; and a projected $65 million balance in the
Contingency Reserve Fund.
The major factor affecting the General Fund GAAP-basis results for
1996-97 and the projections for 1997-98 is the 1996-97 cash-basis surplus, which
helped produce a GAAP-basis surplus in the 1996-97 fiscal year of $1.93 billion.
The use of this cash-basis surplus to fund liabilities in the 1997-98 fiscal
year, offset by the $494 million change in the projected 1997-98 cash-basis fund
balance, is the primary reason for the projected 1997-98 GAAP-basis deficit of
$959 million. This represents an increase of $191 million from the prior
projection, issued in January 1997 as part of the 1997-98 Executive Budget. The
new projection reflects the impact of legislative changes to the Executive
Budget, and the increase in the 1996-97 cash-basis surplus since that time.
Across the two fiscal years, the General Fund accumulated deficit is projected
to be reduced by $974 million to $1.95 billion.
For 1997-98, total revenues in the General Fund are projected at $33.37
billion, total expenditures are projected at $34.66 billion, and net operating
sources and uses are projected to contribute $331 million. For all governmental
funds, total revenues are projected at $67.48 billion, total expenditures are
projected at $68.24 billion, and financing uses are projected to exceed
financing sources by $220 million. The all governmental funds GAAP-basis
Financial Plan projections show a deficiency of revenues and other financing
sources over expenditures and other financing uses of $979 million, after a
reported 1996-97 all funds surplus of $2.1 billion
The State Financial Plan was based upon forecasts of national and State
economic activity. Economic forecasts have frequently failed to predict
accurately the timing and magnitude of changes in the national and the State
economies. Many uncertainties exist in forecasts of both the national and State
economies, including consumer attitudes toward spending, Federal financial and
monetary policies, the availability of credit and the condition of the world
economy, which could have an adverse effect on the State. There can be no
assurance that the State economy will not experience worse-than-predicted
results, with corresponding material and adverse effects on the State's
projections of receipts and disbursements.
There can be no assurance that the State will not face substantial
potential budget gaps in future years resulting from a significant disparity
between tax revenues projected from a lower recurring receipts base and the
spending required to maintain State programs at current levels. To address any
potential budgetary imbalance, the State may need to take significant actions to
align recurring receipts and disbursements in future fiscal years.
On June 6, 1990, Moody's changed its ratings on all the State's
outstanding general obligation bonds from A1 to A. On March 26, 1990 and January
13, 1992, S&P changed its ratings on all of the State's outstanding general
obligation bonds from AA- to A and from A to A-, respectively. In February 1991,
Moody's lowered its rating on the City's general obligation bonds from A to Baa1
and in July 1995, S&P lowered its rating on such bonds from A- to BBB+. Ratings
reflect only the respective views of such organizations, and their concerns
about the financial condition of New York State and City, the debt load of the
State and City and any economic uncertainties about the region. There is no
assurance that a particular rating will continue for any given period of time or
that any such rating will not be revised downward or withdrawn entirely if, in
the judgment of the agency originally establishing the rating, circumstances so
warrant.
(1) THE STATE, AGENCIES AND OTHER MUNICIPALITIES. During the mid-1970s,
some of the Agencies and municipalities (in particular, the City) faced
extraordinary financial difficulties, which affected the State's own financial
condition. These events, including a default on short-term notes issued by the
New York State Urban Development Corporation ("UDC") in February 1975, which
default was cured shortly thereafter, and a continuation of the financial
difficulties of the City, created substantial investor resistance to securities
issued by the State and by some of its municipalities and Agencies. For a time,
in late 1975 and early 1976, these difficulties resulted in a virtual closing of
public credit markets for State and many State related securities.
In response to the financial problems confronting it, the State
developed and implemented programs for its 1977 fiscal year that included the
adoption of a balanced budget on a cash basis (a deficit of $92 million that
actually resulted was financed by issuing notes that were paid during the first
quarter of the State's 1978 fiscal year). In addition, legislation was enacted
limiting the occurrence of additional so-called "moral obligation" and certain
other Agency debt, which legislation does not, however, apply to MAC debt.
GAAP-BASIS RESULTS--1996-97 FISCAL YEAR. The State completed its 196-97 fiscal
year with a combined Governmental Funds operating surplus of $2.1 billion, which
included an operating surplus in the General Fund of $1.9 billion, in Capital
Projects Funds of $98 million and in the Special Revenue Funds of $65 million,
offset in part by an operating deficit of $37 million in the Debt Service Funds.
GAAP-BASIS RESULTS--1995-96 FISCAL YEAR. The State completed its 1995-96 fiscal
year with a combined Governmental Funds operating surplus of $432 million, which
included an operating surplus in the General Fund of $380 million, in the
Capital Projects Funds of $276 million and in the Debt Service Funds of $185
million. There was an operating deficit of $409 million in the Special Revenue
Funds. The State's Combined Balance Sheet as of March 31, 1996 showed an
accumulated deficit in its combined Governmental Funds of $1.23 billion,
reflecting liabilities of $14.59 billion and assets of $13.35 billion. This
accumulated Governmental Funds deficit includes a $2.93 billion accumulated
deficit in the General Fund and an accumulated deficit of $712 million in the
Capital Projects Fund type as partially offset by accumulated surpluses of $468
million and $1.94 billion in the Special Revenue and Debt Service Fund types,
respectively.
GAAP-BASIS RESULTS--1994-95 FISCAL YEAR. The State's Combined Balance Sheet as
of March 31, 1995 showed an accumulated deficit in its combined Governmental
Funds of $1.666 billion reflecting liabilities of $14.778 billion and assets of
$13.112 billion. This accumulated Governmental Funds deficit includes a $3.308
billion accumulated deficit in the General Fund, as well as accumulated
surpluses in the Special Revenue and Debt Service Fund types of $877 million and
$1.753 billion, respectively, and a $988 million accumulated deficit in the
Capital Projects Fund type.
The State completed its 1994-95 fiscal year with a combined
Governmental Funds operating deficit of $1.791 billion, which included operating
deficits in the General Fund of $1.426 billion, in the Capital Projects Funds of
$366 million, and in the Debt Service Funds of $38 million. There was an
operating surplus in the Special Revenue Funds of $39 million.
STATE FINANCIAL PLAN--CASH-BASIS RESULTS--GENERAL FUND. The General
Fund is the principal operating fund of the State and is used to account for all
financial transactions, except those required to be accounted for in another
fund. It is the State's largest fund and receives almost all State taxes and
other resources not dedicated to particular purposes. General Fund moneys are
also transferred to other funds, primarily to support certain capital projects
and debt service payments in other fund types.
In the State's 1997-98 fiscal year, the General Fund is expected to
account for approximately 48% of total Governmental Funds disbursements and 71%
of total State Funds disbursements. The General Fund is projected to be balanced
on a cash basis for the 1997-98 fiscal year. Total receipts and transfers from
other funds are projected to be $35.09 billion, an increase of $2.05 billion
from the prior fiscal year. Total General Fund disbursements and transfers to
other funds are projected to be $34.60 billion, an increase of $1.70 billion
from the total in the prior fiscal year.
New York State's financial operations have improved during recent
fiscal years. During the period 1989-90 through 1991-92, the State incurred
General Fund operating deficits that were
closed with receipts from the issuance of tax and revenue anticipation notes
("TRANs"). First, the national recession, and then the lingering economic
slowdown in the New York and regional economy, resulted in repeated shortfalls
in receipts and three budget deficits. During its last five fiscal years,
however, the State recorded balanced budgets on a cash basis, with positive fund
balances as described below.
The State ended its 1996-97 fiscal year on March 31, 1997 in balance on
a cash basis, with a General Fund cash surplus as reported by DOB of
approximately $1.4 billion. The cash surplus was derived primarily from
higher-than-expected revenues and lower-than-expected spending for social
services programs. The Governor in his Executive Budget applied $1.05 billion of
the cash surplus amount to finance the 1997-98 Financial Plan, and the
additional $373 million is available for use in financing the 1997-98 Financial
Plan when enacted by the State Legislature.
The General Fund closing fund balance was $433 million. Of that amount,
$317 million was in the Tax Stabilization Reserve Fund ("TSRF"), after a
required deposit of $15 million and an additional deposit of $65 million in
1996-97. The TSRF can be used in the event of any future General Fund deficit,
as provided under the State Constitution and State Finance Law. In
addition, $41 million remains on deposit in the Contingency Reserve Fund
("CRF"). This fund assists the State in financing any extraordinary litigation
costs during the fiscal year. The remaining $75 million reflects amounts on
deposit in the Community Projects Fund. This fund was created to fund certain
legislative initiatives. The General Fund closing fund balance does not include
$1.86 billion in the tax refund reserve account, of which $521 million was made
available as a result of the Local Government Assistance Corporation ("LGAC")
financing program as was required to be on deposit as of March 31, 1997.
General Fund receipts and transfers from other funds for the 1996-97
fiscal year totaled $33.04 billion, and increase of 0.7% from the previous
fiscal year (excluding deposits into the tax refund reserve account). General
Fund disbursements and transfers to other funds totaled $32.90 billion for the
1996-97 fiscal year, an increase of 0.7% from the 1995-96 fiscal year.
The State ended its 1995-96 fiscal year on March 31, 1996 with a
General Fund cash surplus, as reported by DOB, of $445 million. Of that amount,
$65 million was deposited into the TSRF, and $380 million was used to reduce
1996-97 Financial Plan liabilities by accelerating 1996-97 payments, deferring
1995-96 revenues, and making a deposit to the tax refund reserve account.
The General Fund closing fund balance was $287 million, an increase of
$129 million from 1994-95 levels. The $129 million change in fund balance is
attributable to the $65 million voluntary deposit to the TSRF, a $15 million
required deposit to the TSRF, a $40 million deposit to the CRF, and a $9 million
deposit to the Revenue Accumulation Fund. The closing fund balance includes $237
million on deposit in the TSRF, to be used in the event of any future General
Fund deficit as provided under the State Constitution and State Finance Law. In
addition, $41 million is on deposit in the CRF. The CRF was established in State
fiscal year 1993-94 to assist the State in financing the costs of extraordinary
litigation. The remaining $9 million reflects amounts on deposit in the Revenue
Accumulation Fund. This fund was created to hold certain tax receipts
temporarily before their deposit to other accounts. In addition, $678 million
was on deposit in the tax refund reserve account, of which $521 million was
necessary to complete the restructuring of the State's cash flow under the LGAC
program.
General Fund receipts totaled $32.81 billion, a decrease of 1.1% from
1994-95 levels. This decrease reflects the impact of tax reductions enacted and
effective in both 1994 and 1995. General Fund disbursements totaled $32.68
billion for the 1995-96 fiscal year, a decrease of 2.2% from 1994-95 levels.
The State ended its 1994-95 fiscal year with the General Fund in
balance. The $241 million decline in the fund balance reflects the planned use
of $264 million from the CRF, partially offset by the required deposit of $23
million to the TSRF. In addition, $278 million was on deposit in the tax refund
reserve account, $250 million of which was deposited to continue the process of
restructuring the State's cash flow as part of the LGAC program. The closing
fund balance of $158 million reflects $157 million in the TSRF and $1 million in
the CRF.
General Fund receipts totaled $33.16 billion, an increase of 2.9% from
1993-94 levels. General Fund disbursements totaled $33.40 billion for the
1994-95 fiscal year, an increase of 4.7% from the previous fiscal year.
CASH-BASIS RESULTS--OTHER GOVERNMENTAL FUNDS. Activity in the three other
governmental funds has remained relatively stable over the last three fiscal
years ended March 31, 1997, with Federally-funded programs comprising
approximately two-thirds of these funds. The most significant change in the
structure of these funds has been the redirection of a portion of
transportation-related revenues from the General Fund to two new dedicated funds
in the Special Revenue and Capital Projects Fund types. These revenues are used
to support the capital programs of the Department of Transportation and the
Metropolitan Transportation Authority ("MTA").
The Special Revenue Funds account for State receipts from specific
sources that are legally restricted in use to specified purposes and include all
moneys received from the Federal government. Disbursements from Special Revenue
Funds increased from $24.38 billion to $26.02 billion over the last three years,
primarily as a result of increased costs for the federal share of Medicaid.
Other activity reflected dedication of taxes to a new fund for mass
transportation, new lottery games, and new fees for criminal justice programs.
Although activity in this fund type is expected to comprise approximately 42% of
total governmental funds receipts in the 1997-98 fiscal year, three-quarters of
that activity relates to federally-funded programs. Projected receipts in this
fund type for the 1997-98 fiscal year total $28.22 billion, an increase of $2.51
billion (9.7%) over the prior year. Projected disbursements in this fund type
total $28.45 billion, an increase of $2.43 billion (9.3%) over 1996-97 levels.
Disbursements from federal funds, primarily the federal share of Medicaid and
other social services programs, are projected to total $21.19 billion in the
1997-98 fiscal year. Remaining projected spending of $7.26 billion primarily
reflects aid to SUNY supported by tuition and dormitory fees, education aid
funded from lottery receipts, operating aid payments to the MTA funded from the
proceeds of dedicated transportation taxes, and costs of a variety of
self-supporting programs which deliver services financed by user fees.
The Capital Projects Funds are used to finance the acquisition,
construction or rehabilitation of major state capital facilities and to aid
local government units and Agencies in financing capital construction.
Disbursements in the Capital Projects Funds declined from $3.62 billion to $3.54
billion over the last three years, as spending for miscellaneous capital
programs decreased, partially offset by increases for mental hygiene, health and
environmental programs. The composition of this fund type's receipts also
changed as the dedicated transportation taxes began to be deposited, general
obligation bond proceeds declined substantially, federal grants remained stable,
and reimbursements from public authority bonds (primarily transportation
related) increased. The increase in the negative fund balance in 1994-95
resulted from delays in reimbursements caused by delays in the timing of public
authority bond sales.
In the 1997-98 fiscal year, activity in these funds is expected to
comprise 5% of total governmental receipts.
Total receipts in this fund type for the 1997-98 fiscal year are
projected at $3.30 billion. Bond and note proceeds are expected to provide $605
million in other financing sources. Disbursements from this fund type are
projected to be $3.70 billion, an increase of $154 million (4.3%) over
prior-year levels. The Dedicated Highway and Bridge Trust Fund is the single
largest dedicated fund, comprising an estimated $982 million (27%) of the
activity in this fund type. Total spending for capital projects will be financed
through a combination of sources: federal grants (29%), public authority bond
proceeds (31%), general obligation bond proceeds (15%), and pay-as-you-go
revenues (25%).
The Debt Service Funds serve to fulfill State debt service on long-term
general obligation State debt and other State lease/purchase and contractual
obligation financing commitments.
Activity in the Debt Service Funds reflected increased use of bonds
during the three-year period for improvements to the State's capital facilities
and the continued implementation of the LGAC fiscal reform program. The
increases were moderated by the refunding savings achieved by the State over the
last several years using strict present value savings criteria. The growth in
LGAC debt service was offset by reduced short-term borrowing costs reflected in
the General Fund. This fund type is expected to comprise 4% of total
governmental fund receipts and 4.7% of total government disbursements in the
1997-98 fiscal year. Receipts in these funds in excess of debt service
requirements may be transferred to the General Fund and Special Revenue Funds,
pursuant to law.
The Debt Service fund type consists of the General Debt Service Fund,
which is supported primarily by tax receipts transferred from the General Fund,
and other funds established to accumulate moneys for the payment of debt
service. In the 1997-998 fiscal year, total disbursements in this fund type are
projected at $3.17 billion, an increase of $641 million or 25.3%, most of which
is explained by increases in the General Fund transfer as discussed earlier. The
projected transfer from the General Fund of $2.07 billion is expected to finance
65% of these payments.
The remaining payments are expected to be financed by pledged revenues,
including $2.03 billion in taxes and $601 million in dedicated fees and other
miscellaneous receipts. After required impoundment for debt service, $3.77
billion is expected to be transferred to the General Fund and other funds in
support of State operations. The largest transfer-$1.86 billion-is made to the
Special Revenue fund type in support of operations of the mental hygiene
agencies. Another $1.47 billion in excess sales taxes is expected to be
transferred to the General Fund, following payments of projected debt service on
LGAC bonds.
STATE BORROWING PLAN. The State anticipates that its capital programs
will be financed, in part, through borrowings by the State and public
authorities in the 1997-98 fiscal year. The State expects to issue $605 million
in general obligation bonds (including $140 million for purposes of redeeming
outstanding BANs) and $140 million in general obligation commercial paper. The
Legislature has also authorized the issuance of $311 million in COPs during the
State's 1997-98 fiscal year for equipment purchases. The projection of the State
regarding its borrowings for the 1997-98 fiscal year may change if circumstances
require.
STATE AGENCIES. The fiscal stability of the State is related, at least
in part, to the fiscal stability of its localities and various of its Agencies.
Various Agencies have issued bonds secured, in part, by non-binding statutory
provisions for State appropriations to maintain various debt service reserve
funds established for such bonds (commonly referred to as "moral obligation"
provisions).
At September 30, 1996, there were 17 Agencies that had outstanding debt
of $100 million or more. The aggregate outstanding debt, including refunding
bonds, of these 17 Agencies was $75.4 billion as of September 30, 1996. As of
March 31, 1997, aggregate Agency debt outstanding as State-supported debt was
$32.8 billion and as State-related was $37.1 billion. Debt service on the
outstanding Agency obligations normally is paid out of revenues generated by the
Agencies' projects or programs, but in recent years the State has provided
special financial assistance, in some cases on a recurring basis, to certain
Agencies for operating and other expenses and for debt service pursuant to moral
obligation indebtedness provisions or otherwise. Additional assistance is
expected to continue to be required in future years.
Several Agencies have experienced financial difficulties in the past.
Certain Agencies continue to experience financial difficulties requiring
financial assistance from the State. Failure of the State to appropriate
necessary amounts or to take other action to permit certain Agencies to meet
their obligations could result in a default by one or more of such Agencies. If
a default were to occur, it would likely have a significant effect on the
marketability of obligations of the State and the Agencies. These Agencies are
discussed below.
The New York State Housing Finance Agency ("HFA") provides financing
for multifamily housing, State University construction, hospital and nursing
home development, and other programs. In general, HFA depends upon mortgagors in
the housing programs it finances to generate sufficient funds from rental
income, subsidies and other payments to meet their respective mortgage repayment
obligations to HFA, which provide the principal source of funds for the payment
of debt service on HFA bonds, as well as to meet operating and maintenance costs
of the projects financed. From January 1, 1976 through March 31, 1987, the State
was called upon to appropriate a total of $162.8 million to make up deficiencies
in the debt service reserve funds of HFA pursuant to moral obligation
provisions. The State has not been called upon to make such payments since the
1986-87 fiscal year.
UDC has experienced, and expects to continue to experience, financial
difficulties with the housing programs it had undertaken prior to 1975, because
a substantial number of these housing program mortgagors are unable to make full
payments on their mortgage loans. Through a subsidiary, UDC is currently
attempting to increase its rate of collection by accelerating its program of
foreclosures and by entering into settlement agreements. UDC has been, and will
remain, dependent upon the State for appropriations to meet its operating
expenses. The State also has appropriated money to assist in the curing of a
default by UDC on notes which did not contain the State's moral obligation
provision.
The MTA oversees New York City's subway and bus lines by its
affiliates, the New York City Transit Authority and the Manhattan and Bronx
Surface Transit Operating Authority (collectively, the "TA"). Through MTA's
subsidiaries, the Long Island Rail Road Company, the Metro-North Commuter
Railroad Company and the Metropolitan Suburban Bus Authority, the MTA operates
certain commuter rail and bus lines in the New York metropolitan area. In
addition, the Staten Island Rapid Transit Authority, an MTA subsidiary, operates
a rapid transit line on Staten Island. Through its affiliated agency, the
Triborough Bridge and Tunnel Authority (the "TBTA"), the MTA operates certain
toll bridges and tunnels. Because fare revenues are not sufficient to finance
the mass transit portion of these operations, the MTA has depended and will
continue to depend for operating support upon a system of State, local
government and TBTA support and, to the extent available, Federal operating
assistance, including loans, grants and subsidies. If current revenue
projections are not realized and/or operating expenses exceed current
projections, the TA or commuter railroads may be required to seek additional
State assistance, raise fares or take other actions.
Since 1980, the State has enacted several taxes--including a surcharge
on the profits of banks, insurance corporations and general business
corporations doing business in the 12-county region (the "Metropolitan
Transportation Region") served by the MTA and a special .25% regional sales and
use tax--that provide additional revenues for mass transit purposes, including
assistance to the MTA. In addition, since 1987, State law has required that the
proceeds of .25% mortgage recording tax paid on certain mortgages in the
Metropolitan Transportation Region be deposited in a special MTA fund for
operating or capital expenses. Further, in 1993, the State dedicated a portion
of certain additional State petroleum business tax receipts to fund operating or
capital assistance to the MTA. For the 1997-98 State fiscal year, total State
assistance to the MTA is estimated at approximately $1.2 billion, an increase of
$76 million over the 1996-97 fiscal year.
In 1981, the State Legislature authorized procedures for the adoption,
approval and amendment of a five-year plan for the capital program designed to
upgrade the performance of the MTA's transportation systems and to supplement,
replace and rehabilitate facilities and equipment, and also granted certain
additional bonding authorization therefor.
State legislation accompanying the 1996-97 adopted State budget
authorized the MTA, TBTA and TA to issue an aggregate of $6.5 billion in bonds
to finance a portion of a new $11.98 billion MTA capital plan for the 1995
through 1999 calendar years (the "1995-99 Capital Program"), and authorized the
MTA to submit the 1995-99 Capital Program to the Capital Program Review Board
for approval. This plan supersedes the overlapping portion of the MTA's 1992-96
Capital Program. This is the fourth capital plan since the Legislature
authorized procedures for the adoption, approval and amendment of MTA capital
programs and is designed to upgrade the performance of the MTA's transportation
systems by investing in new rolling stock, maintaining replacement schedules for
existing assets and bringing the MTA system into a state of good repair. The
1995-99 Capital Program assumes the issuance of an estimated $5.1 billion in
bonds under this $6.5 billion aggregate bonding authority. The remainder of the
plan is projected to be financed through assistance from the State, the Federal
government, and the City of New York, and from various other revenues generated
from actions taken by the MTA.
There can be no assurance that such governmental actions will be taken,
that sources currently identified will not be decreased or eliminated, or that
the 1995-1999 Capital Program will not be delayed or reduced. If the MTA capital
program is delayed or reduced because of funding shortfalls or other factors,
ridership and fare revenues may decline, which could, among other things, impair
the MTA's ability to meet its operating expenses without additional State
assistance.
The cities, towns, villages and school districts of the State are
political subdivisions of the State with the powers granted by the State
Constitution and statutes. As the sovereign, the State retains broad powers and
responsibilities with respect to the government, finances and welfare of these
political subdivisions, especially in education and social services. In recent
years the State has been called upon to provide added financial assistance to
certain localities.
OTHER LOCALITIES. Certain localities in addition to the City could have
financial problems leading to requests for additional State assistance during
the last several State fiscal years. The potential impact on the State of such
actions by localities is not included in the projections of the State receipts
and disbursements in the State's 1997-98 fiscal year.
Fiscal difficulties experienced by the City of Yonkers resulted in the
re-establishment of the Financial Control Board for the City of Yonkers by the
State in 1984. That Board is charged with oversight of the fiscal affairs of
Yonkers. Future actions taken by the State to assist Yonkers could result in
increased State expenditures for extraordinary local assistance.
Beginning in 1990, the City of Troy experienced a series of budgetary
deficits that resulted in the establishment of a Supervisory Board for the City
of Troy in 1994. The Supervisory Board's powers were increased in 1995, when
Troy MAC was created to help Troy avoid default on certain obligations. The
legislation creating Troy MAC prohibits the City of Troy from seeking federal
bankruptcy protection while Troy MAC bonds are outstanding.
Eighteen municipalities received extraordinary assistance during the
1996 legislative session through $50 million in special appropriations targeted
for distressed cities, and that was largely continued in 1997.
Municipalities and school districts have engaged in substantial
short-term and long-term borrowings. In 1995, the total indebtedness of all
localities in the State, other than the City, was approximately $19 billion. A
small portion (approximately $102.3 million) of this indebtedness represented
borrowing to finance budgetary deficits and was issued pursuant to enabling
State legislation. State law requires the Comptroller to review and make
recommendations concerning the budgets of those local government units other
than the City authorized by State law to issue debt to finance deficits during
the period that such deficit financing is outstanding. Eighteen localities had
outstanding indebtedness for deficit financing at the close of their fiscal year
ending in 1995.
From time to time, Federal expenditure reductions could reduce, or in
some cases eliminate, Federal funding of some local programs and accordingly
might impose substantial increased expenditure requirements on affected
localities to increase local revenues to sustain those expenditures. If the
State, the City or any of the Agencies were to suffer serious financial
difficulties jeopardizing their respective access to the public credit markets,
the marketability of notes and bonds issued by localities within the State could
be adversely affected. Localities also face anticipated and potential problems
resulting from certain pending litigation, judicial decisions and long-range
economic trends. Long-range, potential problems of declining urban population,
increasing expenditures and other economic trends could adversely affect
localities and require increasing State assistance in the future.
Certain litigation pending against the State or its officers or
employees could have a substantial or long-term adverse effect on State
finances. Among the more significant of these litigations are those that
involve: (i) the validity and fairness of agreements and treaties by which
various Indian tribes transferred title to the State of approximately six
million acres of land in central New York; (ii) certain aspects of the State's
Medicaid rates and regulations, including reimbursements to providers of
mandatory and optional Medicaid services; (iii) contamination in the Love Canal
area of Niagara Falls; (iv) a challenge to the State's practice of reimbursing
certain Office of Mental Health patient-care expenses with clients' Social
Security benefits; (v) a challenge to the methods by which the State reimburses
localities for the administrative costs of food stamp programs; (vi) a challenge
to the State's possession of certain funds taken pursuant to the State's
Abandoned Property law; (vii) alleged responsibility of State officials to
assist in remedying racial segregation in the City of Yonkers; (viii) an action,
in which the State is a third party defendant, for injunctive or other
appropriate relief, concerning liability for the maintenance of stone groins
constructed along certain areas of Long Island's shoreline; (ix) actions
challenging the constitutionality of legislation enacted during the 1990
legislative session which changed the actuarial funding methods for determining
contributions to State employee retirement systems; (x) an action against State
and City officials alleging that the present level of shelter allowance for
public assistance recipients is inadequate under statutory standards to maintain
proper housing; (xi) an action challenging legislation enacted in 1990 which had
the effect of deferring certain employer contributions to the State Teachers'
Retirement System and reducing State aid to school districts by a like amount;
(xii) a challenge to the constitutionality of financing programs of the Thruway
Authority authorized by Chapters 166 and 410 of the Laws of 1991 (described
below in this Part); (xiii) a challenge to the constitutionality of financing
programs of the Metropolitan Transportation Authority and the Thruway Authority
authorized by Chapter 56 of the Laws of 1993 (described below in this Part);
(xiv) challenges to the delay by the State Department of Social Services in
making two one-week Medicaid payments to the service providers; (xv) challenges
by commercial insurers, employee welfare benefit plans, and health maintenance
organizations to provisions of Section 2807-c of the Public Health Law which
impose 13%, 11% and 9% surcharges on inpatient hospital bills and a bad debt and
charity care allowance on all hospital bills paid by such entities; (xvi)
challenges to the promulgation of the State's proposed procedure to determine
the eligibility for and nature of home care services for Medicaid recipients;
(xvii) a challenge to State implementation of a program which reduces Medicaid
benefits to certain home-relief recipients; and (xviii) challenges to the
rationality and retroactive application of State regulations recelebrating
nursing home Medicaid rates.
(2) NEW YORK CITY. In the mid-1970s, the City had large accumulated
past deficits and until recently was not able to generate sufficient tax and
other ongoing revenues to cover expenses in each fiscal year. However, the City
has achieved balanced operating results for each of its fiscal years since 1981
as reported in accordance with the then-applicable GAAP standards. The City's
ability to maintain balanced operating results in future years is subject to
numerous contingencies and future developments.
In 1975, the City became unable to market its securities and entered a
period of extraordinary financial difficulties. In response to this crisis, the
State created MAC to provide financing assistance to the City and also enacted
the New York State Financial Emergency Act for the City of New York (the
"Emergency Act") which, among other things, created the Financial Control Board
(the "Control Board") to oversee the City's financial affairs and facilitate its
return to the public credit markets. The State also established the Office of
the State Deputy Comptroller ("OSDC") to assist the Control Board in exercising
its powers and responsibilities. On June 30, 1986, the Control Board's powers of
approval over the City Financial Plan were suspended pursuant to the Emergency
Act. However, the Control Board, MAC and OSDC continue to exercise various
monitoring functions relating to the City's financial condition. The City
prepares and operates under a four-year financial plan which is submitted
annually to the Control Board for review and which the City periodically
updates.
The City's independently audited operating results for each of its
fiscal years from 1981 through 1995 show a General Fund surplus reported in
accordance with GAAP. The City has eliminated the cumulative deficit in its net
General Fund position.
During the 1990 and 1991 fiscal years, as a result of a slowing
economy, the City has experienced significant shortfalls in almost all of its
major tax sources and increases in social services costs, and was required to
take actions to close substantial budget gaps in order to maintain balanced
budgets in accordance with the Financial Plan.
According to a recent OSDC economic report, the City's economy was slow
to recover from the recession and was expected to have experienced a weak
employment situation, and moderate wage and income growth, during the 1995-96
period. Also, Financial Plan reports of OSDC, the Control Board, and the City
Comptroller have variously indicated that many of the City's balanced budgets
have been accomplished, in part, through the use of non-recurring resource, tax
and fee increases, personnel reductions and additional State assistance; that
the City has not yet brought its long-term expenditures in line with recurring
revenues; that the City's proposed gap-closing programs, if implemented, would
narrow future budget gaps; that these programs tend to rely heavily on actions
outside the direct control of the City; and that the City is therefore likely to
continue to face futures projected budget gaps requiring the City to reduce
expenditures and/or increase revenues. According to the most recent staff
reports of OSDC, the Control Board and the City Comptroller during the four-year
period covered by the current Financial Plan, the City is relying on obtaining
substantial resources from initiatives needing approval and cooperation of its
municipal labor unions, Covered Organizations, and City Council, as well as the
State and Federal governments, among others, and there can be no assurance that
such approval can be obtained.
The City requires certain amounts of financing for seasonal and capital
spending purposes. The City issued $1.75 billion of notes for seasonal financing
purposes during the 1994 fiscal year. The City's capital financing program
projects long-term financing requirements of approximately $17 billion for the
City's fiscal years 1995 through 1998 for the construction and rehabilitation of
the City's infrastructure and other fixed assets. The major capital requirement
include expenditures for the City's water supply system, and waste disposal
systems, roads, bridges, mass transit, schools and housing. In addition, the
City and the Municipal Water Finance Authority issued about $1.8 billion in
refunding bonds in the 1994 fiscal year.
STATE ECONOMIC AND DEMOGRAPHIC TRENDS. The State historically has been
one of the wealthiest states in the nation. For decades, however, the State has
grown more slowly than the nation as a whole, gradually eroding its relative
economic position. Statewide, urban centers have experienced significant changes
involving migration of the more affluent to the suburbs and an influx of
generally less affluent residents. Regionally, the older Northeast cities have
suffered because of the relative success that the South and the West have had in
attracting people and business. The City has also had to face greater
competition as other major cities have developed financial and business
capabilities which make them less dependent on the specialized services
traditionally available almost exclusively in the City.
During the 1982-83 recession, overall economic activity in the State
declined less than that of the nation as a whole. However, in the calendar years
1984 through 1991, the State's rate of economic expansion was somewhat slower
than that of the nation. In the 1990-91 recession, the economy of the State, and
that of the rest of the Northeast, was more heavily damaged than that of the
nation as a whole and has been slower to recover. The total employment growth
rate in the State has been below the national average since 1984. The
unemployment rate in the State dipped below the national rate in the second half
of 1981 and remained lower until 1991; since then, it has been higher. According
to data published by the U.S. Bureau of Economic Analysis, during the past ten
years, total personal income in the State rose slightly faster than the national
average only from 1986 through 1988.
The forecast of the State's economy shows moderate expansion during the
first half of calendar 1997 with the trend continuing through the year. Although
industries that export goods and services are expected to continue to do well,
growth is expected to be moderated by tight fiscal constraints on the health
care and social services industries. On an average annual basis, employment
growth in the State is expected to be up substantially from the 1996 rate.
Personal income is expected to record moderate gains in 1997. Bonus payments in
the securities industry are expected to increase further from last year's record
level.
<PAGE>
APPENDIX D
Set forth below, as to each share class of each Fund, as applicable,
are those shareholders of record known by each Fund to own 5% or more of a class
of shares of the Fund.
DREYFUS CASH MANAGEMENT
INSTITUTIONAL SHARES: (1) Boston & Co., Three Mellon Bank Center,
Pittsburgh, PA 15259 (14.82%); (2) MAC & Co., Conrail Mutual Funds
Operation, PO Box 3198, Pittsburgh, PA 15230-3198 (5.69%); and (3)
Boston & Co., Three Mellon Bank Center, Pittsburgh, PA 15259 (5.51%).
ADMINISTRATIVE SHARES: (1) Gene McCutchin, PO Box 802043,
Dallas, TX 75380-2043 (84.39%); and (2) VVI Inc., PO Box
802043, Dallas, TX 75380-2043 (15.60%).
INVESTOR SHARES: (1) Mellon Bank, N.A., AIS PT In-Process Account, Lear
Orbell, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
(22.06%); (2) Mellon Bank, N.A., AIS PT In-Process Account, Lear
Orbell, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
(20.34%); and (3) North American Trust Co., FBO Omnibus Account B, PO
Box 84419, San Diego, CA 92138-4419 (11.04%).
PARTICIPANT SHARES: (1) Saturn & Co., C/O Investors Bank &
Trust Company, Mail Code FPG 90, PO Box 9130, Boston , MA
02117-9130 (51.88%); and (2) Facilicom International Inc.,
Attn: Dru Sedwick, One Armstrong Pl., Butler, PA 16001-1951
(45.42%).
DREYFUS CASH MANAGEMENT PLUS, INC.
INSTITUTIONAL SHARES: (1) Bost & Co., Attn: John Kacinko,
Three Mellon Bank Center, Pittsburgh, PA 15259 (6.36%);
(2) Comerica Bank, Attn: Fixed Income, 201 W. Fort Street,
Floor 3, Detroit, MI 48226-3230 (6.16%); and (3) Mellon
Bank, N.A., Capital Markets Customers, Cindy Kieffer, One
Mellon Bank Center, Room 151-0440, Pittsburgh, PA
15258-0001 (6.11%).
ADMINISTRATIVE SHARES: (1) Capital Network Services, Attn:
Jena Ruhland, CEO, One Bush Street, Floor 11, San Francisco, CA
94104-4425 (93.72%).
INVESTOR SHARES: (1) Barnett Bank of Jacksonville, NA,
Mutual Fund Desk, Investment Operations 572-1215, PO Box
45147, Jacksonville, FL 32232-5147 (31.48%); and (2)
Capital Network Services, Attn: Jena Ruhland, CEO, One Bush
Street, Floor 11, San Francisco, CA 94104-4425 (12.62%).
PARTICIPANT SHARES: (1) Republic Bank of California NA, Investment
Dept., 445 N. Bedford Drive, Floor 2, Beverly Hills, CA 90210-4302
(69.24%); and (2) California United Bank, Investment Services Division,
16030 Ventura Boulevard, Suite 650, Encino, CA 91436-2789 (13.42%).
DREYFUS GOVERNMENT CASH MANAGEMENT
INSTITUTIONAL SHARES: (1) First Interstate Bank of Texas,
Attn: Investment Operations Dept., PO Box 3326, Houston,
TX 77253-3326 (6.01%); and (2) Comerica Bank, Attn: Fixed
Income, 201 W. Fort Street, Floor 3, Detroit, MI 48226-3230
(5.68%).
ADMINISTRATIVE SHARES: (1) Treasurer of State, State of
Arkansas, 220 State Capitol, Little Rock, AR 72201-1059
(90.85%).
INVESTOR SHARES: (1) Mellon Bank, N.A., AIS PL In-Process Account, Leah
Orbell, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
(23.71%); (2) Mellon Bank, N.A., AIS PT In-Process Account, Leah
Orbell, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
(13.23%); (3) For Exclusive Benefit of Customers of FBS Investment
Services Inc., 100 East Fifth Street, Suite 1300, Minneapolis, MN
55402-1210 (8.36%).
PARTICIPANT SHARES: (1) Robert A. Kaplan & Frimette Kaplan,
JTWROS, 390 First Avenue, New York, NY 10010-4933
(85.12%); and (2) Nichole A. Kaplan & Frimette Kaplan,
JTWROS, 390 First Avenue, New York, NY 10010-4933 (14.20%).
DREYFUS TREASURY CASH MANAGEMENT
INSTITUTIONAL SHARES: (1) Bost & Co., Attn: John Kacinko 153-3615,
Three Mellon Bank Center, Pittsburgh, PA 15259 (10.26%); (2) Chase
Manhattan Bank NA, GSS as Agent, Attn: Income Services, Four New York
Plaza, Floor 13, New York, NY 10004-2413 (8.96%); (3) Laba & Company,
c/o LaSalle National Bank, Attn: Security Movement, Room 1811, P.O. Box
1443 Chicago, IL 60690-1443 (7.76%); (4) Bankers Trust Co., Corporate
Trust & Agency Group Collection Account, Chevy Chase 94-1, Four Albany
Street, New York, NY 10006-1515 (6.70%); (5) Norwest Bank Minnesota NA,
(AMS) Attn: Cash Sweep Processing, 733 Marquette Ave., 47th Floor,
Minneapolis, MN 55479-0052 (5.33%); and (6) Bost & Co., Attn: John
Kacinko 153-3615, Three Mellon Bank Center, Pittsburgh, PA 15259
(5.12%).
ADMINISTRATIVE SHARES: (1) Premier Mutual Fund Services,
Inc., Attn: Paul Prescott, 60 State Street, Suite 1300,
Boston, MA 02109-1803 (100%).
INVESTOR SHARES: (1) Harris Trust & Savings Bank, Attn: Mutual Fund
Unit, 111 West Monroe Street, Chicago, IL 60603-4004 (23.19%); (2)
First Security Bank of Utah, Attn: Money Market Desk, 5416 West Amelia
Earhart Drive, PO Box 25297, Salt Lake City, UT 84125-0297 (22.45%);
(3) Mellon Bank, AIS PT In-Process Account, Invest Products-Theresa
Wojtczak, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
(19.25%); (4) Mellon Bank, AIS PT In-Process Account, Invest
Proudcts-Theresa Wojtczak-East, Three Mellon Bank Center, Room
153-2502, Pittsburgh, PA 15259 (11.53%); and (5) Centurion Long Term
Strategies LP, Attn: John Grizetti, Carnegie Hall Tower, 152 West 57th
Street, Floor 36, New York, NY 10019-3310 (8.92%).
PARTICIPANT SHARES: (1) Central Fidelity Bank, Attn: Trust Securities
Operations, Variable Note Desk, 1021 East Cary Street, Richmond, VA
23219-4000 (42.09%); and (2) Zions First National Bank, Attn: Trust
Operations Dept., 600 17th Street #930, Denver, CO 80202-5402 (35.61%);
and (3) SYAG, c/o Stock Yards Bank & Trust Co., PO Box 32890,
Louisville, KY 40232-2890 (19.04%).
DREYFUS TREASURY PRIME CASH MANAGEMENT
INSTITUTIONAL SHARES: (1) Allen & Co., Inc., 711 Fifth
Ave., 8th Floor, New York, NY 10022-3109 (10.50%); and (2)
Boston & Co., Attn: John Kaciako 153-3615, Three Mellon
Bank Center, Pittsburgh, PA 15259 (6.02%).
ADMINISTRATIVE SHARES: (1) Kankakee Bancorp Inc., Attn: Ron
Walters, 310 South Schuyler Ave., Kankakee, IL 60901-3812
(58.16%); (2) Sabine Valley MHMR Center, PO Box 6800,
Longview, TX 75608-6800 (30.95%); and (3) Orland Township
School Treasury, 1500 South 96th Ave., Orland Park, IL
60462 (5.33%).
INVESTOR SHARES: (1) For Exclusive Benefit of Customers of FBS
Investment Services Inc., 100 South 5th Street, Suite 1300,
Minneapolis, MN 55402-1210 (19.61%); (2) Saturn & Co, c/o Investors
Bank & Trust Company, Mail Code FPG 90, PO Box 9130, Boston, MA
02117-9130 (11.21%); (3) VAR & Company, c/o US Bank NA, Attn: Linda
Pritz SPFT09024, First Trust Center, 180 Fifth Street East, Saint Paul,
MN 55101-1631 (9.24%); (4) Harris Trust & Savings Bank, Attn: Mutual
Fund Unit 111 West Monroe Street, Chicago, IL 60603-4004 (9.04%); (5)
Farmland Hydro LTD Partnership, Internal Audit Dept. 160, PO Box 7305,
Kansas City, MO 64116-0005 (6.86%); and (6) Kinco & Co, c/o Republic
National Bank of NY, One Hanson Place, Brooklyn, NY 11243-2900 (5.51%).
PARTICIPANT SHARES: (1) Saturn & Co., c/o Investors Bank & Trust
Company, Mail Code FPG 90, PO Box 9130, Boston, MA 02117-9130 (70.82%);
and (2) Republic Bank of California NA, 445 North Bedford Drive. Floor
2, Beverly Hills, CA 90210-4302 (15.40%).
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
INSTITUTIONAL SHARES: (1) Comerica Bank, Attn: Mutual Fund
Operations, PO Box 650282, Dallas, TX 75265-0282 (20.26%);
(2) Chemical Bank Corp. Trust, Attn: Daniel Mahoney, 450
West 33rd Street, Floor 15, New York 10001-2603 (14.25%);
(3) Comerica Bank, Attn: Fixed Income, 201 West Fort
Street, Floor 3, Detroit, MI 48226-3230 (9.19%); (4) NBD
Bank NA, One Indiana Square Suite 914, Indianapolis, IN
46266 (7.97%); (5) Crestar Bank, Attn: CSC Operations HDQ
5706, Linda Leslie, 919 East Main Street, Richmond, VA
23219-4625 (6.13%); and (6) Banc One Capital Corporation,
1717 Main Street, Dallas, TX 75201-4605 (5.43%).
ADMINISTRATIVE SHARES: (1) Premier Mutual Fund Services,
Inc., Attn: Paul Prescott, 60 State Street, Suite 1300,
Boston, MA 02109-1803 (100%).
INVESTOR SHARES: (1) Barnett Bank of Jacksonville, N.A., Mutual Fund
Desk, Investment Operations 576-1215, P.O. Box 45147, Jacksonville, Fl
32232-5147 (33.62%); (2) For Exclusive Benefit of Customers of FBS
Investment Services Inc., 100 South Fifth Street, Suite 1300,
Minneapolis, MN 55402-1210 (24.46%); (3) Capital Network Service, Attn:
Donna Howell, One Bush Street, San Francisco, CA 94104-4425 (13.60%);
and (4) Elixir Industries, 17925 South Broadway, Gardenia, CA 90248
(9.55%).
PARTICIPANT SHARES: (1) SYAG, Stock Yards Bank & Trust
Company, Attn: Trust Operations, PO Box 32890, Louisville,
KY 40232-2890 (98.10%).
DREYFUS TAX EXEMPT CASH MANAGEMENT
INSTITUTIONAL SHARES: (1) National City Investment Capital
Inc., Attn: Institutional Operations, 1965 East 6th Street
#3090, Cleveland, OH 44114-2214 (8.37%); (2) Chase
Manhattan Bank NA GSS as Agent, Attn: Income Services,
Floor 13, Four New York Plaza, New York, NY 10004-2413 (5.40%).
ADMINISTRATIVE SHARES: (1) Whitcust & Co., 228 Saint
Charles Ave., New Orleans, LA 70130-2601 (99.96%).
INVESTOR SHARES: (1) Central Fidelity Bank, Attn: Trust
Securities Operations, Variable Note Desk, 1021 East Cary
Street, Richmond, VA 23219-4000 (46.69%); (2) Publishing
Clearing House, 382 Channel Drive, Ft. Washington, MY 11050
(12.99%); and (3) Mellon Bank, AIS PL In-Process Account,
Leah Orbell, Three Mellon Bank Center, Room 153-2502,
Pittsburgh, PA 15259 (12.70%).
PARTICIPANT SHARES: (1) Saturn & Co., c/o Investors Bank &
Trust Company, Mail Code FPG 90, PO Box 9130, Boston, MA
02117-9130 (98.67%).
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
INSTITUTIONAL SHARES: (1) Hare & Company, c/o The Bank of New York,
Attn: Special Process Dept., One Wall Street, Floor 5, New York, NY
10286-0001 (11.37%); (2) Frederic Seegal, 13 Kirby Lane, Rye, NY
10580-4307 (6.67%); (3) Hare & Company, c/o The Bank of New York, Attn:
Short Term Investment Fund, One Wall Street, Floor 5, New York, NY
10286 (5.88%); and (4) Martin E. Zweig, 900 Third Ave., Floor 30, New
York, NY 10022-4728 (5.29%).
ADMINISTRATIVE SHARES: (1) Premier Mutual Fund Services,
Inc., Attn: Paul Prescott, 60 State Street, Suite 1300,
Boston, MA 02109-1803 (100%).
INVESTOR SHARES: (1) Ronald M. Weiss & Helene A. Weiss, JT TEN, 950
Park Avenue, New York, NY 10028-0320 (54.25%); (2) Midtown Electric
Supply Corp., 157 West 18th Street, New York, NY 10011-4101 (14.73%);
(3) Royal Farms Inc., 2101 Avenue X, Brooklyn, NY 11235-2910 (9.37%);
and (4) CDE Air Conditioning Co., 321 39th Street, Brooklyn, NY
11232-2903 (5.71%).
PARTICIPANT SHARES: (1) Carolyn Lundgren, 9 Robin Hill Road, Scarsdale,
NY 10583-2607 (49.27%); (2) Eleanor Goldberg, 415 Nassau Boulevard,
West Hempstead, NY 11552 (17.26%); (3) Norman Feinberg, 555 Theodore
Premd Ave. Suite B-304, Rye, NY 10580-1437 (12.86%); and (4) William
Gould & Ruth Gould JT Ten, 528 East 4th Street, Brooklyn, NY 11218-4508
(12.17%).
<PAGE>
Dreyfus Treasury Cash Management
PART C. OTHER INFORMATION
-------------------------
Item 24. Financial Statements and Exhibits. - List
- ------- -----------------------------------------
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information, with respect to Institutional Shares,
for each of the ten fiscal years in the period ended July 31, 1996,
for the six month period ended January 31, 1997 and for the six month
period ended July 31, 1997; with respect to Investor Shares, for the
period January 10, 1994 (commencement of initial offering) through
July 31, 1994, for each of the two fiscal years in the period ended
July 31, 1996, for the six month period ended July 31, 1997; and with
respect to Administrative Shares and Participant Shares, for the
period from November 21, 1996 (commencement of initial offering) to
January 31, 1997 and for the six month period ended July 31, 1997.
Included in Part B of the Registration Statement:
Statement of Investments.*
Statement of Assets and Liabilities.*
Statement of Operations.*
Statement of Changes in Net Assets.*
Notes to Financial Statements.*
Report of Ernst & Young LLP, Independent Auditors.*
All Schedules and other financial statement information, for which
provision is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under the
related instructions, they are inapplicable, or the required information is
presented in the financial statements or notes thereto which are included in
Part B of the Registration Statement.
- --------
* Incorporated by reference to Registrant's Annual and Semi-Annual Reports to
Shareholders.
(b) Exhibits:
(1) Registrant's Amended and Restated Agreement and Declaration of Trust
is incorporated by reference to Exhibit (1) of Post-Effective
Amendment No. 9 to the Registration Statement on Form N-1A, filed on
September 30, 1993.
(2) Registrant's By-Laws is incorporated by reference to Exhibit (2) of
Post-Effective Amendment No. 11 to the Registration Statement on Form
N-1A, filed on October 3, 1995.
(4) Specimen certificate for the Registrant's securities is incorporated
by reference to Exhibit (4) of the Registration Statement on Form
N-1A, filed on June 30, 1986.
(5) Management Agreement is incorporated by reference to Exhibit (5) of
Post-Effective Amendment No. 10 to the Registration Statement on Form
N-1A, filed on September 29, 1994.
(6) Distribution Agreement is incorporated by reference to Exhibit (6) of
Post-Effective Amendment No. 10 to the Registration Statement on Form
N-1A, filed on September 29, 1994.
(8)(a) Amended and Restated Custody Agreement is incorporated by reference
to Exhibit (8)(a) of Post-Effective Amendment No. 11 to the
Registration Statement on Form N-1A, filed on October 3, 1995.
(8)(b) Sub-Custodian Agreements is incorporated by reference to Exhibit
(8)(b) of Post-Effective Amendment No. 11 to the Registration
Statement on Form N-1A, filed on October 3, 1995.
(9) Shareholder Service Plan is incorporated by reference to Exhibit (9)
of Post-Effective Amendment No. 13 to the Registration Statement on
Form N-1A, filed on September 20, 1996.
(10) Opinion and Consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Post-Effective Amendment No. 11 to the
Registration Statement on Form N-1A, filed on October 3, 1995.
(11) Consent of Independent Auditors.
(15) Service Plan is incorporated by reference to Exhibit (15) of Post-
Effective Amendment No. 13 to the Registration Statement on Form N-1A,
filed on September 20, 1996.
(16) Schedules of Computation of Performance Data is incorporated by
reference to Exhibit 16 of Post-Effective No. 10 to the Registration
Statement on Form N-1A, filed on September 29, 1994.
(17) Financial Data Schedule.
(18) Rule 18f-3 Plan is incorporated by reference to Exhibit (18) of Post-
Effective Amendment No. 13 to the Registration Statement on Form N-1A,
filed on September 20, 1996.
Other Exhibits
--------------
(a) Powers of Attorney of Joseph S. DiMartino is incorporated by
reference to Other Exhibit (a) of Post-Effective Amendment
No. 14 to the Registration Statement on Form N-1A, filed on
March 7, 1997. Powers of Attorney of the other Trustees are
incorporated by reference to Other Exhibits (a) of Post-
Effective Amendment No. 13 to the Registration Statement on
Form N-1A, filed in September 20, 1996.
(b) Power of Attorney of Officer is incorporated by reference to
Other Exhibits (b) or Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A, filed in September 20,
1996.
(c) Certificate of Secretary is incorporated by reference to
Other Exhibits (c) or Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A, filed in September 20,
1996.
Item 25. Persons Controlled by or under Common Control with Registrant.
- ------- --------------------------------------------------------------
Not Applicable
Item 26. Number of Holders of Securities.
- ------- --------------------------------
(1) (2)
Number of Record
Title of Class Holders as of February 10, 1998
-------------- -----------------------------
Shares of Beneficial Interest
(Par value $.001)
Institutional Shares...................515
Administrative Shares....................1
Investor Shares........................105
Participant Shares.......................8
<PAGE>
Item 27. Indemnification
- ------- ---------------
Reference is made to Article EIGHT of the Registrant's Amended
and Restated Agreement and Declaration of Trust previously filed
as Exhibit 1 to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A on September 30, 1993. The
application of these provisions is limited by Article 10 of the
Registrant's By-Laws previously filed as Exhibit 2 to
Post-Effective AmendmentNo. 11 to the Registration Statement on
Form N-1A on October 3, 1995 and by the following undertaking set
forth in the rules promulgated by the Securities and Exchange
Commission: Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a trustee, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
such Act and will be governed by the final adjudication of such
issue.
Reference is also made to the Distribution Agreement filed as
Exhibit (6) of Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A, filed on September 29, 1994.
Item 28. Business and Other Connections of Investment Adviser.
- ------- ----------------------------------------------------
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer of shares
of investment companies sponsored by Dreyfus and of other
investment companies for which Dreyfus acts as investment
adviser, sub-investment adviser or administrator. Dreyfus
Management, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
Officers and Directors of Investment Adviser
--------------------------------------------
Name and Position
with Dreyfus Other Businesses
- ----------------- ----------------
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive Officer and
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company****;
Vice Chairman of the Board:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation***;
Executive Officer, The Boston Company****;
Chief Operating Deputy Director:
Officer and a Mellon Trust***;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.****;
President:
Boston Safe Deposit and Trust Company****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.**;
Director:
Dreyfus America Fund+++;
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****
RICHARD F. SYRON Chairman of the Board and
Director Chief Executive Officer:
American Stock Exchange
86 Trinity Place
New York, New York 10006;
Director:
John Hancock Mutual Life
Insurance Company John
Hancock Place, Box 111
Boston, Massachusetts
02117; Thermo Electron
Corporation 81 Wyman
Street, Box 9046 Waltham,
Massachusetts 02254-9046;
American Business
Conference 1730 K Street,
NW, Suite 120 Washington,
D.C. 20006;
Trustee:
Boston College - Board of Trustees
140 Commonwealth Ave.
Chestnut Hill, Massachusetts 02167-3934
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus America Fund+++;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
MARK N. JACOBS Vice President, Secretary and Director:
Vice President, Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.**;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
WILLIAM V. HEALEY President:
Assistant Secretary The Truepenny Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
Secretary and Director:
Dreyfus Partnership Management Inc.*;
Director:
The Dreyfus Trust Company++;
Assistant Secretary:
Dreyfus Service Corporation*;
Dreyfus Investment Advisors, Inc.*;
Assistant Clerk:
Dreyfus Insurance Agency of Massachusetts,
Inc.+++++
- --------------------------------------
* The address of the business so indicated is 200 Park Avenue, New York,
New York 10166.
** The address of the business so indicated is 131 Second Street, Lewes,
Delaware 19958.
*** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
**** The address of the business so indicated is One Boston Place, Boston,
Massachusetts 02108.
+ The address of the business so indicated is Atrium Building, 80
Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144.
+++ The address of the business so indicated is 69, Route 'd'Esch, L-1470
Luxembourg.
++++ The address of the business so indicated is 69, Route 'd'Esch, L-2953
Luxembourg.
+++++ The address of the business so indicated is 53 State Street, Boston,
Massachusetts 02103.
<PAGE>
Item 29. Principal Underwriters
- -------- ----------------------
(a) Other investment companies for which Registrant's principal underwriter
(exclusive distributor) acts as principal underwriter or exclusive distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) Dreyfus Investment Grade Bond Funds, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) Dreyfus LifeTime Portfolios, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus MidCap Index Fund
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus 100% U.S. Treasury Intermediate Term Fund
57) Dreyfus 100% U.S. Treasury Long Term Fund
58) Dreyfus 100% U.S. Treasury Money Market Fund
59) Dreyfus 100% U.S. Treasury Short Term Fund
60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
61) Dreyfus Pennsylvania Municipal Money Market Fund
62) Dreyfus Premier California Municipal Bond Fund
63) Dreyfus Premier Equity Funds, Inc.
64) Dreyfus Premier International Growth Fund, Inc.
65) Dreyfus Premier GNMA Fund
66) Dreyfus Premier Worldwide Growth Fund, Inc.
67) Dreyfus Premier Insured Municipal Bond Fund
68) Dreyfus Premier Municipal Bond Fund
69) Dreyfus Premier New York Municipal Bond Fund
70) Dreyfus Premier State Municipal Bond Fund
71) Dreyfus Premier Value Fund
72) Dreyfus Index Funds, Inc.
73) Dreyfus Short-Intermediate Government Fund
74) Dreyfus Short-Intermediate Municipal Bond Fund
75) The Dreyfus Socially Responsible Growth Fund, Inc.
76) Dreyfus Stock Index Fund, Inc.
77) Dreyfus Tax Exempt Cash Management
78) The Dreyfus Third Century Fund, Inc.
79) Dreyfus Treasury Prime Cash Management
80) Dreyfus Variable Investment Fund
81) Dreyfus Worldwide Dollar Money Market Fund, Inc.
82) General California Municipal Bond Fund, Inc.
83) General California Municipal Money Market Fund
84) General Government Securities Money Market Fund, Inc.
85) General Money Market Fund, Inc.
86) General Municipal Bond Fund, Inc.
87) General Municipal Money Market Fund, Inc.
88) General New York Municipal Bond Fund, Inc.
89) General New York Municipal Money Market Fund
<PAGE>
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
- ------------------ --------------------------- -------------
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Tresurer and Chief Financial Officer and Assistant
Treasurer
Richard W. Ingram Executive Vice President Vice President
and Assistant
Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
- --------------------------------
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
<PAGE>
Item 30. Location of Accounts and Records
--------------------------------
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
- ------- -------------------
Not Applicable
Item 32. Undertakings
- -------- -----------
(1) To call a meeting of shareholders for the purpose of voting upon the
question of removal of a Board member or Board members when requested
in writing to do so by the holders of at least 10% of the Registrant's
outstanding shares and in connection with such meeting to comply with
the provisions of Section 16(c) of the Investment Company Act of 1940
relating to shareholder communications.
<PAGE>
SIGNATURES
---------------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York on the
23rd day of February, 1998.
DREYFUS TREASURY CASH MANAGEMENT
BY: /s/Marie E. Connolly *
-----------------------------
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
Signatures Title Date
- -------------------------- -------------------------- ---------
/s/Marie E. Connolly* President and Treasurer 02/23/98
- ---------------------------- (Principal Executive,
Marie E. Connolly Financial and Accounting
Officer)
/s/Joseph S. DiMartino* Trustee 02/23/98
- ----------------------------
Joseph S. DiMartino
/s/David W. Burke* Trustee 02/23/98
- ----------------------------
David W. Burke
/s/Isabel P. Dunst* Trustee 02/23/98
- ----------------------------
Isabel P. Dunst
/s/Lyle E. Gramley* Trustee 02/23/98
- ----------------------------
Lyle E. Gramley
/s/Warren B. Rudman* Trustee 02/23/98
- ----------------------------
Warren B. Rudman
*BY: /S/ RICHARD W. INGRAM
Richard W. Ingram
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
11 Consent of Independent Auditors
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed Financial
Information" and "Transfer and Dividend Disbursing Agent, Custodian, Counsel and
Independent Auditors" and to the use of our report dated March 7, 1997, which
is incorporated by reference, in this Registration Statement (Form N-1A
No. 33-6851) of Dreyfus Treasury Cash Management.
ERNST & YOUNG LLP
New York, New York
February 19, 1998
