File No. 33-16693
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. 13 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 13 [X]
(Check appropriate box or boxes.)
DREYFUS CASH MANAGEMENT PLUS, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
X on November 20, 1996 pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
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on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended September 30, 1995 was filed on November 16, 1995.
DREYFUS CASH MANAGEMENT PLUS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Prospectus for
------------------------------------------
Instit- Admin-
utional istrative Investor Participant
Shares Shares Shares Shares
Items in
Part A of
Form N-1A Caption Page Page Page Page
_______ _______ ____ ____ ____ ____
1 Cover Page Cover Cover Cover Cover
2 Synopsis 2 2 2 2
3 Condensed Financial 3 3 3 3
Information
4 General Description 4 4 4 4
of Registrant
5 Management of 5 5 5 6
the Fund
5(a) Management's * * * *
Discussion of
Fund's Performance
6 Capital Stock and 11 11 11 11
Other Securities
7 Purchase of Securities 6 6 6 7
Being Offered
8 Redemption or 8 9 9 9
Repurchase
9 Pending Legal * * * *
Proceedings
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS CASH MANAGEMENT PLUS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ ____
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-17
13 Investment Objectives and Policies B-2
14 Management of the Fund B-6
15 Control Persons and Principal B-10
Holders of Securities
16 Investment Advisory and Other B-9
Services
Items in
Part B of
Form N-1A
_________
17 Brokerage Allocation B-16
18 Capital Stock and Other Securities B-17
19 Purchase, Redemption and Pricing B-11, B-13
of Securities Being Offered B-14
20 Tax Status *
21 Underwriters B-11
22 Calculations of Performance Data B-16
23 Financial Statements B-20
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS CASH MANAGEMENT PLUS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part C of
Form N-1A Caption Page
_________ _______ _____
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT PLUS, INC.
[INSTITUTIONAL SHARES]
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DREYFUS CASH MANAGEMENT PLUS, INC. (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. THE FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A
LEVEL OF CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND
THE MAINTENANCE OF LIQUIDITY.
THE 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 INSTITUTIONAL SHARES OF THE FUND, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, THE FUND IS OFFERING INSTITUTIONAL SHARES.
INVESTORS CAN INVEST, REINVEST OR REDEEM INSTITUTIONAL SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY THE FUND.
THE DREYFUS CORPORATION SERVES AS THE FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED NOVEMBER 20, 1996,
WHICH MAY BE REVISED FROM TIME TO TIME, FOR THE FUND'S INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, PROVIDES A
FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS, AND OTHER MATTERS
WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE.
THE SECURITIES AND EXCHANGE COMMISSION MAINTAINS A WEB SITE (HTTP:// WWW.
SEC.GOV) THAT CONTAINS THE STATEMENT OF ADDITIONAL INFORMATION, MATERIAL
INCORPORATED BY REFERENCE AND OTHER INFORMATION REGARDING THE FUND. FOR A FREE
COPY OF THE STATEMENT OF ADDITIONAL INFORMATION, WRITE TO THE FUND AT
144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR
CALL 1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <S> <C>
Page
Annual Fund Operating Expenses. 2 Shareholder Services . . 8
Condensed Financial Information 3 How to Redeem Institutional Shares. . . 8
Yield Information. . . . . . . . . . . . . . 3. . . . Shareholder Services Plan . . . . . . . . . . . . . . 9
Description of the Fund. . . . . . . . 4. . . . Dividends, Distributions and Taxes 10
Management of the Fund. . . . . . . . . 5. . . . General Information. . . . . . . . 11
How to Buy Institutional Shares 6 Appendix 13
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of the
Fund's Institutional Shares, based upon the Fund's operating expenses for its
most recent year end.
<TABLE>
<CAPTION>
<S> <C>
INSTITUTIONAL
SHARES
Management Fees............................................................ .20%
12b-1 Fees................................................................. None
Total Fund Operating Expenses.............................................. .20%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
INSTITUTIONAL
SHARES
1 YEAR....................................... $ 2
3 YEARS...................................... $6
5 YEARS ..................................... $11
10 YEARS..................................... $26
</TABLE>
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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%.
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The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by the Fund's
Institutional Shares, the payment of which will reduce investors' annual
return. As to the Fund's Institutional Shares, The Dreyfus Corporation gives
Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all Fund expenses
(exclusive of taxes, brokerage, interest on borrowing and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets.
Institutions and certain Service Agents (as defined below) effecting
transactions in Institutional Shares for the accounts of their clients may
charge their clients direct fees in connection with such transactions; such
fees are not reflected in the foregoing table. See "Management of the Fund,"
"How to Buy Institutional Shares," and "Shareholder Services Plan."
Page 2
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose reports thereon appear in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of common stock of the Fund's Institutional Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from the Fund's
financial statements.
<TABLE>
<CAPTION>
INSTITUTIONAL SHARES
__________________________________________________________________________________________________
YEAR ENDED SEPTEMBER 30,
___________________________________________________________________________________________________
PER SHARE DATA: 1988(1) 1989 1990 1991 1992 1993 1994 1995 1996
_______ _______ _______ _______ _______ _______ _______ _______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $1.0000 $ .9994 $ .9999 $ .9999 $ .9999 $1.0000 $1.0000 $ .9995 -
_______ _______ _______ _______ _______ _______ _______ _______ ______
INVESTMENT OPERATIONS:
Investment income-net..... .0714 .0910 .0832 .0675 .0431 .0316 .0359 .0571 -
Net realized gain (loss)
on investments (.0006) .0005 .- .- .0001 .- (.0005) .0003 -
_______ _______ _______ _______ _______ _______ _______ _______ ______
TOTAL FROM INVESTMENT
OPERATIONS .0708 .0915 .0832 .0675 .0432 .0316 .0354 .0574 -
_______ _______ _______ _______ _______ _______ _______ _______ ______
DISTRIBUTIONS:
Dividends from investment
income-net (.0714) (.0910) (.0832) (.0675) (.0431) (.0316) (.0359) (.0571) -
_______ _______ _______ _______ _______ _______ _______ _______ ______
Net asset value, end of year $ .9994 $ .9999 $ .9999 $ .9999 $1.0000 $1.0000 $ .9995 $ .9998 -
======= ======= ======== ======== ========= ======== ======== ======== =======
TOTAL INVESTMENT RETURN..... 7.45%(2) 9.49% 8.65% 6.97% 4.39% 3.20% 3.65% 5.86% -
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% -
Ratio of net investment
income to average net assets 7.13%(2) 9.35% 8.29% 6.62% 4.36% 3.15% 3.49% 5.81% -
Decrease reflected in above
expense ratios due to
undertaking by The
Dreyfus Corporation .07%(2) .07% .04% .04% .05% .04% .01% .- .-
Net Assets, end of year
(000's omitted) $125,266 $728,832 $1,177,475 $1,780,058 $2,300,382 $3,003,344 $1,893,485 $4,404,989 -
(1) From October 6, 1987 (commencement of operations) to September 30, 1988.
(2) Annualized.
</TABLE>
YIELD INFORMATION
From time to time, the Fund advertises the yield and effective yield
of its Institutional Shares. Both yield figures are based on historical earnings
and are not intended to indicate future performance. It can be expected that
these yields will fluctuate substantially. The yield for Institutional Shares
of the Fund refers to the income generated by an investment in Institutional
Shares of the Fund over a seven-day period (which period will be stated in
the advertisement). This income is then annualized. That is, the amount of
income generated by the investment during that week is assumed to be generated
each week over a 52-week period and is shown as a percentage of the investment.
The effective yield is calculated similarly, but, when annualized, the income
earned by an investment in the Institutional Shares of the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. The 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 Fund."
Yield information is useful in reviewing the performance of the
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.
Page 3
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUND
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING INSTITUTIONAL SHARES OF THE FUND AND DO NOT REFER TO ANY INDIVIDUAL
OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE INSTITUTIONAL SHARES
OF THE FUND. Such institutions have agreed to transmit copies of this
Prospectus and all relevant Fund materials, including proxy materials, to
each individual or entity for whose account the institution purchases
Institutional Shares, to the extent required by law.
INVESTMENT OBJECTIVE
The Fund's investment objective is to provide investors with as high
a level of current income as is consistent with the preservation of capital
and the maintenance of liquidity. The 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 the Fund's
investment objective will be achieved. Securities in which the 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
The Fund invests in short-term money market obligations, including
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, U.S. dollar denominated time deposits, certificates of
deposit, time deposits, bankers' acceptances and other short-term obligations
issued by domestic banks, foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks and thrift
institutions, repurchase agreements, and high quality domestic and foreign
commercial paper and other short-term corporate obligations, including those
with floating or variable rates of interest. See "Appendix-Certain Portfolio
Securities." During normal market conditions, the Fund will invest at least
25% of its assets in bank obligations. See "Investment Considerations and
Risks" below.
The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the 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, the Fund will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Fund's Board.
Moreover, the Fund will purchase only instruments so rated in the highest
rating category or, if unrated, of comparable quality as determined in
accordance with procedures established by the Board. The nationally
recognized statistical rating organizations currently rating instruments of
the type the Funds may purchase are Moody's Investors Service, Inc., Standard
& Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P., IBCA Limited and
IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria are described
in the "Appendix" to the Statement of Additional Information. For further
information regarding the amortized cost method of valuing securities, see
"Determination of Net Asset Value" in the Statement of Additional
Information. There can be no assurance that the Fund will be able to maintain
a stable net asset value of $1.00 per share.
Page 4
In addition, the Fund will not invest more than 5% of its total assets
in the securities (including the securities collateralizing a repurchase
agreement) of, or subject to puts issued by, a single issuer, except that
(i) the Fund may invest more than 5% of its total assets in a single issuer
for a period of up to three business days in certain limited circumstances,
(ii) the Fund may invest in obligations issued or guaranteed by the U.S.
Government without any such limitation, and (iii) the limitation with respect
to puts does not apply to unconditional puts if no more than 10% of the Fund's
total assets is invested in securities issued or guaranteed by the issuer of
the unconditional put. As to each security, these percentages are measured at
the time the Fund purchases the security. 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 the Fund will be able to maintain a stable net asset value of
$1.00 per share.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ The Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might be sold at a price less than its cost. Similarly, if interest
rates have declined from the time a security was purchased, such security, if
sold, might be sold at a price greater than its purchase cost. In either
instance, if the security was purchased at face value and held to maturity,
no gain or loss would be realized.
BANK SECURITIES _ To the extent the Fund's investments are concentrated in
the banking industry, the Fund will have correspondingly greater exposure to
the risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. The Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
FOREIGN SECURITIES - Since the Fund's portfolio may contain 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, 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,
although such obligations may be higher yielding when compared to the
securities of U.S. domestic issuers. Such risks include possible future
political and economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities, the possible
establishment of exchange controls or the adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities and the possible seizure or
nationalization of foreign deposits.
SIMULTANEOUS INVESTMENTS _ Investment decisions for the 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, money market instruments, 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 FUND
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
Page 5
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Fund, subject to the authority of the Fund's Board in accordance with
Massachusetts law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For the fiscal year ended September 30, 1996, the 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.
Unless The Dreyfus Corporation gives the Fund's investors at least 90
days' notice to the contrary, The Dreyfus Corporation, and not the Fund, will
be liable for all expenses of the Fund (exclusive of taxes, brokerage,
interest on borrowings and (with the prior written consent of the necessary
state securities commissions) extraordinary expenses) other than the
management fee payable by the Fund monthly at the annual rate of .20 of 1% of
the value of the Fund's average daily net assets. The Fund will not reimburse
The Dreyfus Corporation for any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of
the 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 the Fund. See "Portfolio Transactions" in the State
ment of Additional Information.
The Dreyfus Corporation may pay the Fund's 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 Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian. Wells Fargo Bank,
N.A., _____________ , San Francisco, California _____, is the Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY INSTITUTIONAL SHARES
The Fund is 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.
Page 6
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 the Fund, Dreyfus Cash Management,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash Management
and Dreyfus Treasury Prime Cash Management; 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 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. The Fund reserves the right to
reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Institutional Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Institutional Shares may be purchased by wire, by telephone or
through compatible computer facilities. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To
place an order by telephone or to determine whether their computer facilities
are comparable with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Institutional Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
The Fund's net asset value per share is determined as of 5:00 p.m.,
New York time/2:00 p.m., California time, on each day the New York Stock
Exchange or the Transfer Agent is open for business. Net asset value per
share of each class of shares is computed by dividing the value of the Fund's
net assets represented by such class (i.e., the value of its assets less
liabilities) by the total number of shares of such class outstanding. See
"Determination of Net Asset Value" in the Statement of Additional Information.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the dividend declared
on that day if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.
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
Page 7
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject an investor to a
$50 penalty imposed by the Internal Revenue Service (the "IRS").
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Institutional
Shares of the Fund, Institutional Shares of Dreyfus Cash Management, Dreyfus
Government Cash Management, Dreyfus Institutional Short Term Treasury Fund,
Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash
Management and Dreyfus Treasury Prime Cash Management, which have different
investment objectives that may be of interest to investors. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Institutional Shares-Procedures."
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling one of the telephone numbers listed
under "General Information" in this Prospectus. Shares will be exchanged at
the net asset value next determined after receipt of an exchange request in
proper form. No fees currently are charged investors directly in connection
with exchanges, although the Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. The Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Institutional Shares and purchase
shares of another class of a Fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain a
prospectus for the relevant shares 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 the Fund, Institutional
Shares of Dreyfus Cash Management, Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax
Exempt Cash Management, Dreyfus Treasury Cash Management and Dreyfus Treasury
Prime Cash Management, if the investor is a shareholder in such fund. The
amount an investor designates, which can be expressed either in terms of a
specific dollar or share amount, will be exchanged automatically on the first
and/or fifteenth of the month according to the schedule that the investor has
selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by the Fund or
the Transfer Agent. An investor may modify or cancel the exercise of this
Privilege at any time by mailing written notification to the Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. The Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege and the funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form,
please call one of the telephone numbers listed under "General Information."
See "Dividends, Distributions and Taxes."
HOW TO REDEEM INSTITUTIONAL SHARES
GENERAL
Investors may request redemption of Institutional Shares at any time
and the shares will be redeemed at the next determined net asset value.
Page 8
The Fund does not impose charges when Institutional Shares are
redeemed. Service Agents or other institutions may charge
their clients a nominal fee for effecting redemptions of Fund shares. Any
share certificates representing Fund shares being redeemed must be submitted
with the redemption request. The value of the shares redeemed may be more or
less than their original cost, depending upon the Fund's then-current net
asset value.
If a request for redemption is received in proper form in New York by
5:00 p.m., New York time, or in Los Angeles by 12:00 Noon, California time,
the proceeds of the redemption, if transfer by wire is requested, ordinarily
will be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day in New York or Los Angeles, the shares will receive the dividend
declared on that day and the proceeds of redemption, if wire transfer is
requested, ordinarily will be transmitted in Federal Funds on the next
business day.
The Fund ordinarily will make payment for all Institutional Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
PROCEDURES
Investors may redeem Institutional Shares by wire or telephone, or
through compatible computer facilities as described below.
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. The 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 Fund 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." The 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 the Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES - The Fund makes available
to institutions the ability to redeem shares through compatible computer
facilities. Investors desiring to redeem shares in this manner should call
Dreyfus Institutional Services Division at one of the telephone numbers
listed under "General Information" to determine whether their computer
facilities are compatible and to receive instructions for redeeming
Institutional Shares in this manner.
SHAREHOLDER SERVICES PLAN
The Fund's Institutional Shares are subject to a Shareholder Services
Plan pursuant to which the Fund has agreed to reimburse Dreyfus Service
Corporation an amount not to exceed an annual rate of .25 of 1% of the value
of the average daily net assets of Institutional Shares for certain allocated
expenses of providing personal services to, and/or maintaining accounts of,
Institutional Shares shareholders. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder
Page 9
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 Fund."
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Institutional Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the prior business day. Dividends
usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Institutional Shares at net asset value
or, at the investor's option, paid in cash. If an investor redeems all
Institutional Shares in its account at any time during the month, all
dividends to which the investor is entitled will be paid along with the
proceeds of the redemption. An omnibus accountholder may indicate in a
partial redemption request that a portion of any accrued dividends to which
such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, and such portion of the accrued
dividends will be paid to the accountholder along with the proceeds of the
redemption. Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
in all events in a manner consistent with the provisions of the 1940 Act. The
Fund will not make distributions from net realized securities gains unless
capital loss carryovers, if any, have been utilized or have expired.
Investors may choose whether to receive distributions in cash or to reinvest
in additional Institutional Shares at net asset value. All expenses are
accrued daily and deducted before declaration of dividends to investors.
Dividends paid by each class of shares will be calculated at the same time
and in the same manner and will be in the same amount, except that the
expenses attributable solely to Institutional Shares will be borne
exclusively by such Shares.
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund are taxable as ordinary income,
whether received in cash or reinvested in Institutional Shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
portion of the dividends or distributions declared by the Fund qualifies for
the dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains, if any, generally
are taxable as long-term capital gains for Federal income tax purposes if the
beneficial holder of shares is a citizen or resident of the United States,
regardless of how long shareholders have held their shares and whether such
distributions are received in cash or reinvested in additional shares. The
Code provides that the net capital gain of an individual generally will not
be subject to Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to certain state and local taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and gains from
the sale or other disposition of certain market discount bonds, paid by the
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 the 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.
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.
Page 10
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and distributions
from net realized securities gains of the Fund paid to a shareholder if such
shareholder fails to certify either that the TIN furnished in connection with
opening an account is correct, or that such shareholder has not received
notice from the IRS of being subject to backup withholding as a result of a
failure to properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to institute
backup withholding if the IRS determines a shareholder's TIN is incorrect or
if a shareholder has failed to properly report taxable dividend and interest
income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year end September 30, 1996, as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification is
in the best interests of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The 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
The Fund was incorporated under Maryland law on August 12, 1987, and
commenced operations on October 6, 1987. The Fund is authorized to issue 15
billion shares of Common Stock, par value $.001 per share. The 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 Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for purposes of removing a
Director from office and the holders of at least 25% of such shares may
require the Fund to hold a special meeting of shareholders for any other
purpose. Fund shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing
Directors if, at any time less than a majority of the Directors then holding
office have been elected by shareholders.
The Transfer Agent maintains a record of the Fund's investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Institutional Shares should call
toll free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, the Fund's Board of
Directors 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
Page 11
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 the 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 Fund does not expect that its shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
Page 12
APPENDIX
INVESTMENT TECHNIQUES
LENDING PORTFOLIO SECURITIES _ The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. In connection with such
loans, the Fund continues to be entitled to payments in amounts equal to the
interest or other distributions payable on the loaned securities. Loans of
portfolio securities afford the Fund an opportunity to earn interest on the
amount of the loan and at the same time to earn income on the loaned
securities' collateral. Loans of portfolio securities may not exceed 331/3%
of the value of the Fund's total assets. In connection with such loans, the
Fund will receive collateral consisting of cash, U.S. Government securities
or irrevocable letters of credit which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by the Fund at any time upon specified
notice. The Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
BORROWING MONEY AND REVERSE REPURCHASE AGREEMENTS _ The Fund may borrow for
temporary and emergency purposes and for investment purposes on a secured
basis through entering 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.
The Fund may borrow money from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of its total assets
(including the amount borrowed) valued at the lesser or cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While such borrowings exceed 5% of the value of the Fund's total
assets, the Fund will not make any additional investments.
FORWARD COMMITMENTS - The Fund may purchase money market instruments 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 that will be received
on a forward commitment or when-issued security are fixed at the time the
Fund enters into the commitment. However, the Fund does not make a payment
until it receives delivery from the other party to the transaction. The Fund
will make commitments to purchase such securities only with the intention of
actually acquiring the securities, but the Fund may sell these securities
before the settlement date if it is deemed advisable. A segregated account of
the Fund consisting of cash, cash equivalents or U.S. Government securities
or other high quality liquid debt securities at least equal at all times to
the amount of the commitments will be established and maintained at the
Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES _ Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
REPURCHASE AGREEMENTS _ 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
Page 13
secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities. The Fund may enter
into repurchase agreements with certain banks or non-bank dealers.
BANK OBLIGATIONS _ The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, London branches of domestic banks and other banking
institutions. With respect to such securities issued by London branches of
domestic banks, the Fund may be subject to additional investment risks that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. See "Description of the
Fund _ Investment Considerations and Risks _ Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER _ Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations issued by
domestic and foreign entities. The other corporate obligations in which the
Fund may invest consist of high quality, U.S. dollar denominated short-term
bonds and notes (including variable amount master demand notes) issued by
domestic and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS _ 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.
ILLIQUID SECURITIES _ The Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with such Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems representative of
their value, the value of the 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 THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 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 14
Page 15
PROSPECTUS
FOR
Dreyfus
Cash Management
Plus, Inc.
[INSTITUTIONAL SHARES]
Copy Rights 1996 Dreyfus Service Corporation
288p112096
Page 16
- ------------------------------------------------------------------------------
PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT PLUS, INC.
[ADMINISTRATIVE SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT PLUS, INC. (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. THE FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A
LEVEL OF CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND
THE MAINTENANCE OF LIQUIDITY.
THE 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 ADMINISTRATIVE SHARES OF THE FUND, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, THE 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 THE FUND.
THE DREYFUS CORPORATION SERVES AS THE FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, FOR THE FUND'S INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, PROVIDES A
FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS, AND OTHER MATTERS
WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE.
THE SECURITIES AND EXCHANGE COMMISSION MAINTAINS A WEB SITE (HTTP:// WWW.
SEC.GOV) THAT CONTAINS THE STATEMENT OF ADDITIONAL INFORMATION, MATERIAL
INCORPORATED BY REFERENCE AND OTHER INFORMATION REGARDING THE FUND. FOR A
FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION, WRITE TO THE FUND AT
144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL
1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . 2 Shareholder Services. . . . . . 8
Condensed Financial Information 3 How to Redeem Administrative Shares. 9
Yield Information. . . . . . . . .3 Service Plan. . . . . . . . . 9
Description of the Fund. . . . . .4 Dividends, Distributions and Taxes 10
Management of the Fund. . . . . . 5 General Information 11
How to Buy Administrative Shares 6 Appendix . . . . . 13
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of the
Fund's Administrative Shares, based upon the Fund's operating expenses for
its most recent year end.
<TABLE>
<CAPTION>
<S> <C>
ADMINISTRATIVE
SHARES
Management Fees............................................................ .20%
12b-1 Fees................................................................. .10
Total Fund Operating Expenses.............................................. .30%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
ADMINISTRATIVE
SHARES
1 YEAR....................................... $ 3
3 YEARS...................................... $10
5 YEARS ..................................... $17
10 YEARS..................................... $38
</TABLE>
- ------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by the Fund's Administrative
Shares, the payment of which will reduce investors' annual return. As to the
Fund's Administrative Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all Fund expenses (exclusive of taxes,
brokerage, interest on borrowing and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses) other than
the following expenses, which shall 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
average daily net assets of 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 Fund," "How to Buy Administrative
Shares," and "Service Plan."
Page 2
CONDENSED FINANCIAL INFORMATION
Currently, the Fund offers three classes of shares to investors in
addition to Administrative Shares. Prior to September, 1993, the Fund only
offered one class of shares, which class is now known as Institutional
Shares. The information set forth below pertains to the Fund's Institutional
Shares, which are not offered through this Prospectus. No financial data is
shown for Administrative Shares because that class of shares had not
commenced operations as of the date of this Prospectus.
The information in the following tables has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose reports thereon appear in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of common stock of the Fund's Institutional Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from the Fund's
financial statements.
<TABLE>
<CAPTION>
INSTITUTIONAL SHARES
__________________________________________________________________________________________________
YEAR ENDED SEPTEMBER 30,
___________________________________________________________________________________________________
PER SHARE DATA: 1988(1) 1989 1990 1991 1992 1993 1994 1995 1996
_______ _______ _______ _______ _______ _______ _______ _______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $1.0000 $ .9994 $ .9999 $ .9999 $ .9999 $1.0000 $1.0000 $ .9995 -
_______ _______ _______ _______ _______ _______ _______ _______ ______
INVESTMENT OPERATIONS:
Investment income-net..... .0714 .0910 .0832 .0675 .0431 .0316 .0359 .0571 -
Net realized gain (loss)
on investments (.0006) .0005 .- .- .0001 .- (.0005) .0003 -
_______ _______ _______ _______ _______ _______ _______ _______ ______
TOTAL FROM INVESTMENT
OPERATIONS .0708 .0915 .0832 .0675 .0432 .0316 .0354 .0574 -
_______ _______ _______ _______ _______ _______ _______ _______ ______
DISTRIBUTIONS:
Dividends from investment
income-net (.0714) (.0910) (.0832) (.0675) (.0431) (.0316) (.0359) (.0571) -
_______ _______ _______ _______ _______ _______ _______ _______ ______
Net asset value, end of year $ .9994 $ .9999 $ .9999 $ .9999 $1.0000 $1.0000 $ .9995 $ .9998 -
======= ======= ======== ======== ========= ======== ======== ======== =======
TOTAL INVESTMENT RETURN..... 7.45%(2) 9.49% 8.65% 6.97% 4.39% 3.20% 3.65% 5.86% -
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% -
Ratio of net investment
income to average net assets 7.13%(2) 9.35% 8.29% 6.62% 4.36% 3.15% 3.49% 5.81% -
Decrease reflected in above
expense ratios due to
undertaking by The
Dreyfus Corporation .07%(2) .07% .04% .04% .05% .04% .01% .- .-
Net Assets, end of year
(000's omitted) $125,266 $728,832 $1,177,475 $1,780,058 $2,300,382 $3,003,344 $1,893,485 $4,404,989 -
(1) From October 6, 1987 (commencement of operations) to September 30, 1988.
(2) Annualized.
</TABLE>
YIELD INFORMATION
From time to time, the Fund advertises the yield and effective yield
of its Administrative Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It can be
expected that these yields will fluctuate substantially. The yield for
Administrative Shares of the Fund refers to the income generated by an
investment in Administrative Shares of the Fund over a seven-day period
(which period will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The effective yield is calculated
similarly, but, when annualized, the income earned by an investment in the
Administrative Shares of the Fund is assumed to be reinvested. The effective
yield will be slightly higher than the yield because of the compounding
effect of this assumed reinvestment. The 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 Fund."
Page 3
Yield information is useful in reviewing the performance of the
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 the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUND
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING ADMINISTRATIVE SHARES OF THE FUND AND DO NOT REFER TO ANY
INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE
ADMINISTRATIVE SHARES OF THE FUND. Such institutions have agreed to transmit
copies of this Prospectus and all relevant Fund materials, including proxy
materials, to each individual or entity for whose account the institution
purchases Administrative Shares, to the extent required by law.
INVESTMENT OBJECTIVE
The Fund's investment objective is to provide investors with as high
a level of current income as is consistent with the preservation of capital
and the maintenance of liquidity. The 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 the Fund's
investment objective will be achieved. Securities in which the 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
The Fund invests in short-term money market obligations, including
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, U.S. dollar denominated time deposits, certificates of
deposit, time deposits, bankers' acceptances and other short-term obligations
issued by domestic banks, foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks and thrift
institutions, repurchase agreements, and high quality domestic and foreign
commercial paper and other short-term corporate obligations, including those
with floating or variable rates of interest. See "Appendix_Certain Portfolio
Securities." During normal market conditions, the Fund will invest at least
25% of its assets in bank obligations. See "Investment Considerations and
Risks" below.
The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the 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, the Fund will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Fund's Board.
Moreover, the Fund will purchase only instruments so rated in the highest
rating category or, if unrated, of comparable quality as determined in
accordance with procedures established by the Board. The nationally
recognized statistical rating organizations currently rating instruments of
the type the Funds may purchase are Moody's Investors Service, Inc., Standard
& Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P., IBCA Limited and
IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria are described
in the "Appendix" to the
Page 4
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 the Fund will be able to maintain a stable net asset value of $1.00 per
share.
In addition, the Fund will not invest more than 5% of its total
assets in the securities (including the securities collateralizing a
repurchase agreement) of, or subject to puts issued by, a single issuer,
except that (i) the Fund may invest more than 5% of its total assets in a
single issuer for a period of up to three business days in certain limited
circumstances, (ii) the Fund may invest in obligations issued or guaranteed
by the U.S. Government without any such limitation, and (iii) the limitation
with respect to puts does not apply to unconditional puts if no more than 10%
of the Fund's total assets is invested in securities issued or guaranteed by
the issuer of the unconditional put. As to each security, these percentages
are measured at the time the Fund purchases the security. 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 the Fund will be able to maintain
a stable net asset value of $1.00 per share.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- The Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might be sold at a price less than its cost. Similarly, if interest
rates have declined from the time a security was purchased, such security, if
sold, might be sold at a price greater than its purchase cost. In either
instance, if the security was purchased at face value and held to maturity,
no gain or loss would be realized.
BANK SECURITIES -- To the extent the Fund's investments are concentrated in
the banking industry, the Fund will have correspondingly greater exposure to
the risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the Fund
's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. The Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
FOREIGN SECURITIES -- Since the Fund's portfolio may contain 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, 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, although such obligations may be higher yielding when compared to
the securities of U.S. domestic issuers. Such risks include possible future
political and economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities, the possible
establishment of exchange controls or the adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities and the possible seizure or
nationalization of foreign deposits.
SIMULTANEOUS INVESTMENTS -- Investment decisions for the 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, money market instruments, 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 FUND
INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned
Page 5
subsidiary of Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon
Bank Corporation ("Mellon"). As of August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For the fiscal year ended September 30, 1996, the 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 the Fund's Administrative Shares, unless The Dreyfus
Corporation gives the Fund's investors at least 90 days' notice to the
contrary, The Dreyfus Corporation, and not the Fund, will be liable for all
expenses of the Fund (exclusive of taxes, brokerage, interest on borrowings
and (with the prior written consent of the necessary state securities
commissions) extraordinary expenses) other than the following expenses, which
shall 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 Service Plan at the annual rate
of .10 of 1% of the value of the average daily net assets of Administrative
Shares. The Fund will not reimburse The Dreyfus Corporation for any amounts
it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of
the 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 the Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Fund's 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 Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian. Wells Fargo Bank,
N.A., _____________ , San Francisco, California _____, is the Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY ADMINISTRATIVE SHARES
The Fund is designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or
similar capacity. Administrative Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each
Page 6
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 the Fund, Dreyfus Cash Management,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash
Management and Dreyfus Treasury Prime Cash Management; 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 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. The Fund
reserves the right to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Administrative Shares for the accounts of their clients. Service Agents
may receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Administrative Shares may be purchased by wire, by telephone or
through compatible computer facilities. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To
place an order by telephone or to determine whether their computer facilities
are comparable with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Administrative Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
The Fund's net asset value per share is determined as of 5:00 p.m.,
New York time/2:00 p.m., California time, on each day the New York Stock
Exchange or the Transfer Agent is open for business. Net asset value per
share of each class of shares is computed by dividing the value of the Fund's
net assets represented by such class (i.e., the value of its assets less
liabilities) by the total number of shares of such class outstanding. See
"Determination of Net Asset Value" in the Statement of Additional Information.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 1:00 p.m.,
Page 7
California time, and the shares purchased will receive the dividend declared
on that day if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Administrative
Shares of the Fund, Administrative Shares of Dreyfus Cash Management, Dreyfus
Government Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus
New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management,
Dreyfus Treasury Cash Management and Dreyfus Treasury Prime Cash Management,
which have different investment objectives that may be of interest to
investors. Upon an exchange into a new account the following shareholder
services and privileges, as applicable and where available, will be
automatically carried over to the fund into which the exchange is made:
Telephone Exchange Privilege, Redemption by Wire or Telephone, Redemption
Through Compatible Computer Facilities and the dividend/capital gain
distribution option selected by the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Administrative Shares_Procedures."
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling one of the telephone numbers listed
under "General Information" in this Prospectus. Shares will be exchanged at
the net asset value next determined after receipt of an exchange request in
proper form. No fees currently are charged investors directly in connection
with exchanges, although the Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. The Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time
upon notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Administrative Shares and purchase
shares of another class of a Fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain a
prospectus for the relevant shares 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 the Fund, Administrative
Shares of Dreyfus Cash Management, Dreyfus Government Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash
Management and Dreyfus Treasury Prime Cash Management, if the investor is a
shareholder in such fund. The amount an investor designates, which can be
expressed either in terms of a specific dollar or share amount, will be
exchanged automatically on the first and/or fifteenth of the month according
to the schedule that the investor has selected. Shares will be exchanged at
the then-current net asset value. The right to exercise this Privilege may be
modified or cancelled by the Fund or the Transfer Agent. An investor may
modify or cancel the exercise of this Privilege at any time by mailing
written notification to the Dreyfus Institutional Services Division, EAB
Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York
11556-0144. The Fund may charge a service fee for the use of this Privilege.
No such fee currently is contemplated. For more information concerning this
Privilege and the funds eligible to participate in this Privilege, or to
obtain a Dreyfus Auto-Exchange Authorization Form, please call one of the
telephone numbers listed under "General Information." See "Dividends,
Distributions and Taxes."
Page 8
HOW TO REDEEM ADMINISTRATIVE SHARES
GENERAL
Investors may request redemption of Administrative Shares at any time
and the shares will be redeemed at the next determined net asset value.
The Fund does not impose charges when Administrative Shares are
redeemed. Service Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any share certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset value.
If a request for redemption is received in proper form in New York by
5:00 p.m., New York time, or in Los Angeles by 12:00 Noon, California time,
the proceeds of the redemption, if transfer by wire is requested, ordinarily
will be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day in New York or Los Angeles, the shares will receive the dividend
declared on that day and the proceeds of redemption, if wire transfer is
requested, ordinarily will be transmitted in Federal Funds on the next
business day.
The Fund ordinarily will make payment for all Administrative Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
PROCEDURES
Investors may redeem Administrative Shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. The 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 Fund 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." The 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 the Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES -- The Fund makes available
to institutions the ability to redeem shares through compatible computer
facilities. Investors desiring to redeem shares in this manner should call
Dreyfus Institutional Services Division at one of the telephone numbers
listed under "General Information" to determine whether their computer
facilities are compatible and to receive instructions for redeeming
Administrative Shares in this manner.
SERVICE PLAN
Administrative Shares of the Fund are subject to a Service Plan
adopted pursuant to Rule 12b-1 under the 1940 Act. Under the Service Plan,
the Fund (a) reimburses the Distributor for distributing Administrative
Shares
Page 9
and (b) pays The Dreyfus Corporation, Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, and any affiliate of
either of them (collectively, "Dreyfus") for advertising and marketing
Administrative Shares and for providing certain services relating to
Administrative Shares shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts ("Servicing"), at
an aggregate annual rate of .10 of 1% of the value of the average daily net
assets of Administrative Shares. Each of the Distributor and Dreyfus may pay
one or more Service Agents a fee in respect of the Fund's Administrative
Shares owned by shareholders with whom the Service Agent has a Servicing
relationship or for whom the Service Agent is the dealer or holder of record.
Each of the Distributor and Dreyfus determines the amounts, if any, to be
paid to Service Agents under the Service Plan and the basis on which such
payments are made. The fee payable for Servicing is intended to be a "service
fee" as defined in Article III, Section 26 of the NASD Rules of Fair
Practice. The fees payable under the Service Plan are payable without regard
to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Administrative Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the prior business day. Dividends
usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Administrative Shares at net asset
value or, at the investor's option, paid in cash. If an investor redeems all
Administrative Shares in its account at any time during the month, all
dividends to which the investor is entitled will be paid along with the
proceeds of the redemption. An omnibus accountholder may indicate in a partial
redemption request that a portion of any accrued dividends to which such
account is entitled belongs to an underlying accountholder who has redeemed
all shares in his or her account, and such portion of the accrued dividends
will be paid to the accountholder along with the proceeds of the redemption.
Distributions from net realized securities gains, if any, generally are
declared and paid once a year, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), in all events in a manner
consistent with the provisions of the 1940 Act. The Fund will not make
distributions from net realized securities gains unless capital loss
carryovers, if any, have been utilized or have expired. Investors may choose
whether to receive distributions in cash or to reinvest in additional
Administrative Shares at net asset value. All expenses are accrued daily and
deducted before declaration of dividends to investors. Dividends paid by each
class of shares will be calculated at the same time and in the same manner
and will be in the same amount, except that the expenses attributable solely
to Administrative Shares will be borne exclusively by such Shares.
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund are taxable as ordinary income,
whether received in cash or reinvested in Administrative Shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
portion of the dividends or distributions declared by the Fund qualifies for
the dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains, if any, generally
are taxable as long-term capital gains for Federal income tax purposes if the
beneficial holder of shares is a citizen or resident of the United States,
regardless of how long shareholders have held their shares and whether such
distributions are received in cash or reinvested in additional shares. The
Code provides that the net capital gain of an individual generally will not
be subject to Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to certain state and local taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and gains from
the sale or other disposition of certain market discount bonds, paid by the
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
Page 10
treaty. Distributions from net realized long-term securities gains paid by
the 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.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year end September 30, 1996, as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification is
in the best interests of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The 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
The Fund was incorporated under Maryland law on August 12, 1987, and
commenced operations on October 6, 1987. The Fund is authorized to issue 15
billion shares of Common Stock, par value $.001 per share. The 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 Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for purposes of removing a
Director from office and the holders of at least 25% of such shares may
require the Fund to hold a special meeting of shareholders for any other
purpose. Fund shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing
Directors if, at any time less than a majority of the Directors then holding
office have been elected by shareholders.
The Transfer Agent maintains a record of the Fund's investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to the 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; out-
Page 11
side New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Administrative Shares should call
toll free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, the Fund's Board of
Directors 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 the 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 Fund does not expect that its shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
Page 12
APPENDIX
INVESTMENT TECHNIQUES
LENDING PORTFOLIO SECURITIES -- The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. In connection with such
loans, the Fund continues to be entitled to payments in amounts equal to the
interest or other distributions payable on the loaned securities. Loans of
portfolio securities afford the Fund an opportunity to earn interest on the
amount of the loan and at the same time to earn income on the loaned
securities' collateral. Loans of portfolio securities may not exceed 331/3%
of the value of the Fund's total assets. In connection with such loans, the
Fund will receive collateral consisting of cash, U.S. Government securities
or irrevocable letters of credit which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by the Fund at any time upon specified
notice. The Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
BORROWING MONEY AND REVERSE REPURCHASE AGREEMENTS -- The Fund may borrow for
temporary and emergency purposes and for investment purposes on a secured
basis through entering 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.
The Fund may borrow money from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of its total assets
(including the amount borrowed) valued at the lesser or cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While such borrowings exceed 5% of the value of the Fund's total
assets, the Fund will not make any additional investments.
FORWARD COMMITMENTS -- The Fund may purchase money market instruments 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 that will be received
on a forward commitment or when-issued security are fixed at the time the
Fund enters into the commitment. However, the Fund does not make a payment
until it receives delivery from the other party to the transaction. The Fund
will make commitments to purchase such securities only with the intention of
actually acquiring the securities, but the Fund may sell these securities
before the settlement date if it is deemed advisable. A segregated account of
the Fund consisting of cash, cash equivalents or U.S. Government securities
or other high quality liquid debt securities at least equal at all times to
the amount of the commitments will be established and maintained at the
Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES -- Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
REPURCHASE AGREEMENTS -- 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
Page 13
secured by the value of the underlying security. Repurchase agreements could
involve risks in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities. The Fund may enter into
repurchase agreements with certain banks or non-bank dealers.
BANK OBLIGATIONS -- The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, London branches of domestic banks and other banking
institutions. With respect to such securities issued by London branches of
domestic banks, the Fund may be subject to additional investment risks that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. See "Description of the
Fund -- Investment Considerations and Risks -- Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER -- Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations issued by
domestic and foreign entities. The other corporate obligations in which the
Fund may invest consist of high quality, U.S. dollar denominated short-term
bonds and notes (including variable amount master demand notes) issued by
domestic and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS -- 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.
ILLIQUID SECURITIES -- The Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with such Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems representative of
their value, the value of the 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 THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 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 14
[This Page Intentionally Left Blank
Page 15
PROSPECTUS
FOR
Dreyfus
Cash Management
Plus, Inc.
[ADMINISTRATIVE SHARES]
Copy Rights 1996 Dreyfus Service Corporation
719p112096
Registration Mark
Page 16
- ------------------------------------------------------------------------------
PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT PLUS, INC.
[INVESTOR SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT PLUS, INC. (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. THE FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A
LEVEL OF CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND
THE MAINTENANCE OF LIQUIDITY.
THE 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 INVESTOR SHARES OF THE FUND, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, THE FUND IS OFFERING INVESTOR SHARES. INVESTOR
SHARES BEAR CERTAIN COSTS PURSUANT TO A SERVICE PLAN AD
OPTED 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 THE FUND.
THE DREYFUS CORPORATION SERVES AS THE FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED NOVEMBER 20, 1996,
WHICH MAY BE REVISED FROM TIME TO TIME, FOR THE FUND'S INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, PROVIDES A
FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS, AND OTHER MATTERS
WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE.
THE SECURITIES AND EXCHANGE COMMISSION MAINTAINS A WEB SITE (HTTP:// WWW.
SEC.GOV) THAT CONTAINS THE STATEMENT OF ADDITIONAL INFORMATION, MATERIAL
INCORPORATED BY REFERENCE AND OTHER INFORMATION REGARDING THE FUND. FOR A
FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION, WRITE TO THE FUND AT
144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL
1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <S> <C>
Page
Annual Fund Operating Expenses. 2 Shareholder Services 8
Condensed Financial Information 3 How to Redeem Investor Shares. . . . . . . . 9
Yield Information. . . . . . . . . . . 3. . . . Service Plan. . . . . . . . . . . . . . 9
Description of the Fund 4. . . . Dividends, Distributions and Taxes 10
Management of the Fund. . . . 5. . . . General Information 11
How to Buy Investor Shares. . . . . 6 Appendix. . . . .. . . . . . 13
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of the
Fund's Investor Shares, based upon the Fund's operating expenses for its most
recent year end.
<TABLE>
<CAPTION>
<S> <C>
INVESTOR
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:
INVESTOR
SHARES
1 YEAR....................................... $ 5
3 YEARS...................................... $14
5 YEARS ..................................... $25
10 YEARS..................................... $57
</TABLE>
- ------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by the Fund's Investor Shares,
the payment of which will reduce investors' annual return. As to the Fund's
Investor Shares, unless The Dreyfus Corporation gives Fund investors at least
90 days' notice to the contrary, The Dreyfus Corporation, and not the Fund,
will be liable for all Fund expenses (exclusive of taxes, brokerage, interest
on borrowing and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be borne by the Fund: (i) the management fee payable by
the Fund monthly at the annual rate of .20 of 1% of the value of the Fund's
average daily net assets and (ii) payments made pursuant to the Fund's Service
Plan at the annual rate of .25 of 1% of the value of the average daily net
assets of 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 Fund," "How to Buy Investor Shares," and "Service Plan."
Page 2
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose reports thereon appear in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of common stock of the Fund's Investor Shares outstanding, total investment
return, ratios to average net assets and other supplemental data for each
period indicated. This information has been derived from the Fund's financial
statements.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT PLUS, INC.
_____________________________________
YEAR ENDED SEPTEMBER 30,
_____________________________________
1994(1) 1995 1996
______ ______ ______
<S> <C> <C> <C>
Net asset value, beginning of year............................... $1.0000 $ .9997
Investment Operations:
Investment income-net............................................ .0245 .0546
Net realized gain (loss) on investments.......................... (.0003) .0003
______ ______ ______
Total from Investment Operations................................. .0242 .0549
______ ______ ______
Distributions:
Dividends from investment income-net............................. (.0245) (.0546)
______ ______ ______
Net asset value, end of year..................................... $ .9997 $1.0000
========== ======== ========
TOTAL INVESTMENT RETURN............................................ 3.61%(2) 5.61%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45%
Ratio of net investment income to average net assets............. 4.00%(2) 5.66%
Net Assets, end of year (000's omitted).......................... $6,087 $352,499
(1) From January 24, 1994 (commencement of initial offering) to September 30, 1994.
(2).Annualized.
</TABLE>
YIELD INFORMATION
From time to time, the Fund advertises the yield and effective yield
of its Investor Shares. Both yield figures are based on historical earnings
and are not intended to indicate future performance. It can be expected that
these yields will fluctuate substantially. The yield for Investor Shares of the
Fund refers to the income generated by an investment in Investor Shares of the
Fund over a seven-day period (which period will be stated in the advertisement).
This income is then annualized. That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The effective yield is
calculated similarly, but, when annualized, the income earned by an investment
in the Investor Shares of the Fund is assumed to be reinvested. The effective
yield will be slightly higher than the yield because of the compounding effect
of this assumed reinvestment. The 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 Fund."
Yield information is useful in reviewing the performance of the
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.
Page 3
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUND
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING INVESTOR SHARES OF THE FUND AND DO NOT REFER TO ANY INDIVIDUAL OR
ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE INVESTOR SHARES OF THE
FUND. Such institutions have agreed to transmit copies of this Prospectus
and all relevant Fund materials, including proxy materials, to each individual
or entity for whose account the institution purchases Investor Shares, to the
extent required by law.
INVESTMENT OBJECTIVE
The Fund's investment objective is to provide investors with as high
a level of current income as is consistent with the preservation of capital
and the maintenance of liquidity. The 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 the Fund's
investment objective will be achieved. Securities in which the 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
The Fund invests in short-term money market obligations, including
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, U.S. dollar denominated time deposits, certificates of
deposit, time deposits, bankers' acceptances and other short-term obligations
issued by domestic banks, foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks and thrift
institutions, repurchase agreements, and high quality domestic and foreign
commercial paper and other short-term corporate obligations, including those
with floating or variable rates of interest. See "Appendix-Certain Portfolio
Securities." During normal market conditions, the Fund will invest at least
25% of its assets in bank obligations. See "Investment Considerations and
Risks" below.
The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the 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, the Fund will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Fund's Board.
Moreover, the Fund will purchase only instruments so rated in the highest
rating category or, if unrated, of comparable quality as determined in
accordance with procedures established by the Board. The nationally
recognized statistical rating organizations currently rating instruments of
the type the Funds may purchase are Moody's Investors Service, Inc., Standard
& Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P., IBCA Limited and
IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria are described
in the "Appendix" to the Statement of Additional Information. For further
information regarding the amortized cost method of valuing securities, see
"Determination of Net Asset Value" in the Statement of Additional
Information. There can be no assurance that the Fund will be able to maintain
a stable net asset value of $1.00 per share.
Page 4
In addition, the Fund will not invest more than 5% of its total assets
in the securities (including the securities collateralizing a repurchase
agreement) of, or subject to puts issued by, a single issuer, except that
(i) the Fund may invest more than 5% of its total assets in a single issuer
for a period of up to three business days in certain limited circumstances,
(ii) the Fund may invest in obligations issued or guaranteed by the U.S.
Government without any such limitation, and (iii) the limitation with respect
to puts does not apply to unconditional puts if no more than 10% of the Fund's
total assets is invested in securities issued or guaranteed by the issuer of
the unconditional put. As to each security, these percentages are measured at
the time the Fund purchases the security. 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 the Fund will be able to maintain a stable net asset value of
$1.00 per share.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ The Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might be sold at a price less than its cost. Similarly, if interest
rates have declined from the time a security was purchased, such security, if
sold, might be sold at a price greater than its purchase cost. In either
instance, if the security was purchased at face value and held to maturity,
no gain or loss would be realized.
BANK SECURITIES _ To the extent the Fund's investments are concentrated in
the banking industry, the Fund will have correspondingly greater exposure to
the risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. The Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
FOREIGN SECURITIES - Since the Fund's portfolio may contain 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, 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,
although such obligations may be higher yielding when compared to the
securities of U.S. domestic issuers. Such risks include possible future
political and economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities, the possible
establishment of exchange controls or the adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities and the possible seizure or
nationalization of foreign deposits.
SIMULTANEOUS INVESTMENTS _ Investment decisions for the 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, money market instruments, 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 FUND
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the 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")
Page 5
. As of August 31, 1996, The Dreyfus Corporation managed or
administered approximately $79 billion in assets for more than 1.7 million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For the fiscal year ended September 30, 1996, the 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 the Fund's Investor Shares, unless The Dreyfus Corporation
gives the Fund's investors at least 90 days' notice to the contrary, The
Dreyfus Corporation, and not the Fund, will be liable for all expenses of the
Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than 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 Service Plan at the annual rate of .25 of
1% of the value of the average daily net assets of Investor Shares. The Fund
will not reimburse The Dreyfus Corporation for any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, The Dreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of
the 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 the Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Fund's 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 Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian. Wells Fargo Bank,
N.A., _____________ , San Francisco, California _____, is the Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY INVESTOR SHARES
The Fund is designed for institutional investors, particularly banks,
acting for themselves or in a fiduciary, advisory, agency, custodial or
similar capacity. Investor Shares may not be purchased directly by
individuals, although institutions may purchase shares for accounts
maintained by individuals. Generally, each investor will be required to open
a single master account with the Fund for all purposes. In certain cases, the
Fund may
Page 6
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 the Fund, Dreyfus Cash Management,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash
Management and Dreyfus Treasury Prime Cash Management; 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 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. The Fund
reserves the right to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Investor Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Investor Shares may be purchased by wire, by telephone or through
compatible computer facilities. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. To place
an order by telephone or to determine whether their computer facilities are
comparable with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Investor Shares are sold on a continuous basis at the net asset value
per share next determined after an order in proper form and Federal Funds
(monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
The Fund's net asset value per share is determined as of 5:00 p.m.,
New York time/2:00 p.m., California time, on each day the New York Stock
Exchange or the Transfer Agent is open for business. Net asset value per
share of each class of shares is computed by dividing the value of the Fund's
net assets represented by such class (i.e., the value of its assets less
liabilities) by the total number of shares of such class outstanding. See
"Determination of Net Asset Value" in the Statement of Additional Information.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 1:00 p.m.,
Page 7
California time, and the shares purchased will receive the dividend declared
on that day if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Investor Shares
of the Fund, Investor Shares of Dreyfus Cash Management, Dreyfus Government
Cash Management, Dreyfus Institutional Short Term Treasury Fund, Dreyfus
Municipal Cash Management Plus, Dreyfus New York Municipal Cash Management,
Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash Management and
Dreyfus Treasury Prime Cash Management, which have different investment
objectives that may be of interest to investors. Upon an exchange into a new
account the following shareholder services and privileges, as applicable and
where available, will be automatically carried over to the fund into which
the exchange is made: Telephone Exchange Privilege, Redemption by Wire or
Telephone, Redemption Through Compatible Computer Facilities and the
dividend/capital gain distribution option selected by the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Investor Shares-Procedures."
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling one of the telephone numbers listed
under "General Information" in this Prospectus. Shares will be exchanged at
the net asset value next determined after receipt of an exchange request in
proper form. No fees currently are charged investors directly in connection
with exchanges, although the Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. The Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Investor Shares and purchase shares
of another class of a Fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain a
prospectus for the relevant shares 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 the Fund, Investor Shares of
Dreyfus Cash Management, Dreyfus Government Cash Management, Dreyfus
Institutional Short Term Treasury Fund, Dreyfus Municipal Cash Management
Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax Exempt Cash
Management, Dreyfus Treasury Cash Management and Dreyfus Treasury Prime Cash
Management, if the investor is a shareholder in such fund. The amount an
investor designates, which can be expressed either in terms of a specific
dollar or share amount, will be exchanged automatically on the first and/or
fifteenth of the month according to the schedule that the investor has
selected. Shares will be exchanged at the then-current net asset value. The
right to exercise this Privilege may be modified or cancelled by the Fund or
the Transfer Agent. An investor may modify or cancel the exercise of this
Privilege at any time by mailing written notification to the Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. The Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege and the funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form,
please call one of the telephone numbers listed under "General Information."
See "Dividends, Distributions and Taxes."
Page 8
HOW TO REDEEM INVESTOR SHARES
GENERAL
Investors may request redemption of Investor Shares at any time and
the shares will be redeemed at the next determined net asset value.
The Fund does not impose charges when Investor Shares are redeemed.
Service Agents or other institutions may charge their clients a nominal fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the Fund's then-current net asset value.
If a request for redemption is received in proper form in New York by
5:00 p.m., New York time, or in Los Angeles by 12:00 Noon, California time,
the proceeds of the redemption, if transfer by wire is requested, ordinarily
will be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day in New York or Los Angeles, the shares will receive the dividend
declared on that day and the proceeds of redemption, if wire transfer is
requested, ordinarily will be transmitted in Federal Funds on the next
business day.
The Fund ordinarily will make payment for all Investor Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
PROCEDURES
Investors may redeem Investor Shares by wire or telephone, or through
compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
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. The 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 Fund 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." The 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 the Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES - The Fund makes available
to institutions the ability to redeem shares through compatible computer
facilities. Investors desiring to redeem shares in this manner should call
Dreyfus Institutional Services Division at one of the telephone numbers
listed under "General Information" to determine whether their computer
facilities are compatible and to receive instructions for redeeming Investor
Shares in this manner.
SERVICE PLAN
Investor Shares are subject to a Service Plan adopted pursuant to
Rule 12b-1 under the 1940 Act. Under the Service Plan, the Fund (a)
reimburses the Distributor for distributing Investor Shares and (b) pays The
Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned subsidiary
of The Dreyfus Corporation, and any affiliate
Page 9
of either of them (collectively, "Dreyfus") for advertising and marketing
Investor Shares and for providing certain services relating to Investor
Shares shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts ("Servicing"), at an
aggregate annual rate of .25 of 1% of the value of the average daily net
assets of Investor Shares. Each of the Distributor and Dreyfus may pay one or
more Service Agents a fee in respect of the Fund's Investor Shares owned by
shareholders with whom the Service Agent has a Servicing relationship or for
whom the Service Agent is the dealer or holder of record. Each of the
Distributor and Dreyfus determines the amounts, if any, to be paid to Service
Agents under the Service Plan and the basis on which such payments are made.
The fee payable for Servicing is intended to be a "service fee" as defined in
Article III, Section 26 of the NASD Rules of Fair Practice. The fees payable
under the Service Plan are payable without regard to actual expenses
incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Investor Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the prior business day. Dividends
usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Investor Shares at net asset value or,
at the investor's option, paid in cash. If an investor redeems all Investor
Shares in its account at any time during the month, all dividends to which
the investor is entitled will be paid along with the proceeds of the
redemption. An omnibus accountholder may indicate in a partial redemption
request that a portion of any accrued dividends to which such account is
entitled belongs to an underlying accountholder who has redeemed all shares
in his or her account, and such portion of the accrued dividends will be paid
to the accountholder along with the proceeds of the redemption. Distributions
from net realized securities gains, if any, generally are declared and paid
once a year, but the Fund may make distributions on a more frequent basis to
comply with the distribution requirements of the Internal Revenue Code of
1986, as amended (the "Code"), in all events in a manner consistent with the
provisions of the 1940 Act. The Fund will not make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Investor Shares at net
asset value. All expenses are accrued daily and deducted before declaration
of dividends to investors. Dividends paid by each class of shares will be
calculated at the same time and in the same manner and will be in the same
amount, except that the expenses attributable solely to Investor Shares will
be borne exclusively by such Shares.
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund are taxable as ordinary income,
whether received in cash or reinvested in Investor Shares, if the beneficial
holder of shares is a citizen or resident of the United States. No portion of
the dividends or distributions declared by the Fund qualifies for the
dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains, if any, generally
are taxable as long-term capital gains for Federal income tax purposes if the
beneficial holder of shares is a citizen or resident of the United States,
regardless of how long shareholders have held their shares and whether such
distributions are received in cash or reinvested in additional shares. The
Code provides that the net capital gain of an individual generally will not
be subject to Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to certain state and local taxes.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and gains from
the sale or other disposition of certain market discount bonds, paid by the
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 the Fund with respect to Fund shares beneficially owned by a foreign
person generally will not be subject to U.S. nonresident withholding tax.
Page 10
However, such distributions may be subject to backup withholding, as
described below, unless the foreign person certifies his non-U.S. residency
status.
Notice as to the tax status of an investor's dividends and
distributions will be mailed to such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year end September 30, 1996, as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification is
in the best interests of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The 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
The Fund was incorporated under Maryland law on August 12, 1987, and
commenced operations on October 6, 1987. The Fund is authorized to issue 15
billion shares of Common Stock, par value $.001 per share. The 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 Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for purposes of removing a
Director from office and the holders of at least 25% of such shares may
require the Fund to hold a special meeting of shareholders for any other
purpose. Fund shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing
Directors if, at any time less than a majority of the Directors then holding
office have been elected by shareholders.
The Transfer Agent maintains a record of the Fund's investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to the 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 toll
free 1-800-554-4611.
Page 11
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, the Fund's Board of Directors 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 the 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 Fund does not expect that its shareholders
would suffer any adverse financial consequences as a result of any of these
occurrences.
Page 12
APPENDIX
INVESTMENT TECHNIQUES
LENDING PORTFOLIO SECURITIES _ The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. In connection with such
loans, the Fund continues to be entitled to payments in amounts equal to the
interest or other distributions payable on the loaned securities. Loans of
portfolio securities afford the Fund an opportunity to earn interest on the
amount of the loan and at the same time to earn income on the loaned
securities' collateral. Loans of portfolio securities may not exceed 331/3%
of the value of the Fund's total assets. In connection with such loans, the
Fund will receive collateral consisting of cash, U.S. Government securities
or irrevocable letters of credit which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by the Fund at any time upon specified
notice. The Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
BORROWING MONEY AND REVERSE REPURCHASE AGREEMENTS _ The Fund may borrow for
temporary and emergency purposes and for investment purposes on a secured
basis through entering 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.
The Fund may borrow money from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of its total assets
(including the amount borrowed) valued at the lesser or cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While such borrowings exceed 5% of the value of the Fund's total
assets, the Fund will not make any additional investments.
FORWARD COMMITMENTS - The Fund may purchase money market instruments 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 that will be received
on a forward commitment or when-issued security are fixed at the time the
Fund enters into the commitment. However, the Fund does not make a payment
until it receives delivery from the other party to the transaction. The Fund
will make commitments to purchase such securities only with the intention of
actually acquiring the securities, but the Fund may sell these securities
before the settlement date if it is deemed advisable. A segregated account of
the Fund consisting of cash, cash equivalents or U.S. Government securities
or other high quality liquid debt securities at least equal at all times to
the amount of the commitments will be established and maintained at the
Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES _ Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
REPURCHASE AGREEMENTS _ 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
Page 13
secured by the value of the underlying security. Repurchase agreements could
involve risks in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities. The Fund may enter into
repurchase agreements with certain banks or non-bank dealers.
BANK OBLIGATIONS _ The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, London branches of domestic banks and other banking
institutions. With respect to such securities issued by London branches of
domestic banks, the Fund may be subject to additional investment risks that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. See "Description of the
Fund _ Investment Considerations and Risks _ Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER _ Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations issued by
domestic and foreign entities. The other corporate obligations in which the
Fund may invest consist of high quality, U.S. dollar denominated short-term
bonds and notes (including variable amount master demand notes) issued by
domestic and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS _ 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.
ILLIQUID SECURITIES _ The Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with such Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems representative of
their value, the value of the 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 THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
OFFERING MAY NOT LAWFULLY BE MADE.
Page 14
Page 15
PROSPECTUS
FOR
Dreyfus
Cash Management
Plus, Inc.
[INVESTOR SHARES]
Copy Rights 1996 Dreyfus Service Corporation
719p112096
[This Page Intentionally Left Blank]
Page 16
- ------------------------------------------------------------------------------
PROSPECTUS NOVEMBER 20, 1996
DREYFUS CASH MANAGEMENT PLUS, INC.
[PARTICIPANT SHARES]
- ------------------------------------------------------------------------------
DREYFUS CASH MANAGEMENT PLUS, INC. (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. THE FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A
LEVEL OF CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND
THE MAINTENANCE OF LIQUIDITY.
THE 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 PARTICIPANT SHARES OF THE FUND, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, THE 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 THE FUND.
THE DREYFUS CORPORATION SERVES AS THE FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, FOR THE FUND'S INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, PROVIDES A
FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS, AND OTHER MATTERS
WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE.
THE SECURITIES AND EXCHANGE COMMISSION MAINTAINS A WEB SITE (HTTP:// WWW.
SEC.GOV) THAT CONTAINS THE STATEMENT OF ADDITIONAL INFORMATION, MATERIAL
INCORPORATED BY REFERENCE AND OTHER INFORMATION REGARDING THE FUND. FOR A
FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION, WRITE TO THE FUND AT
144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL
1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
<S> <C> <S> <C>
Page
Annual Fund Operating Expenses. . 2 Shareholder Services. . . . . 8
Condensed Financial Information 3 How to Redeem Participant Shares. . 9
Yield Information. . . . . 3 Service Plan. . . . . . . . . 10
Description of the Fund. 4 Dividends, Distributions and Taxes 10
Management of the Fund. . . 6 General Information. . . . . 11
How to Buy Participant Shares. . 7 Appendix. . . . . . . . . . . 13
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of the
Fund's Participant Shares, based upon the Fund's operating expenses for its
most recent year end.
<TABLE>
<CAPTION>
<S> <C>
PARTICIPANT
SHARES
Management Fees............................................................ .20%
12b-1 Fees................................................................. .40%
Total Fund Operating Expenses.............................................. .60%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
PARTICIPANT
SHARES
1 YEAR....................................... $ 6
3 YEARS...................................... $ 19
5 YEARS ..................................... $33
10 YEARS..................................... $75
</TABLE>
- ------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- ------------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by the Fund's Participant Shares,
the payment of which will reduce investors' annual return. As to the 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 borrowing and (with the prior written consent of the necessary
state securities commissions) extraordinary expenses) other than the
following expenses, which will be borne by the Fund: (i) the management fee
payable by the Fund monthly at the annual rate of .20 of 1% of the value of
the Fund's average daily net assets and (ii) payments made pursuant to the
Service Plan at the annual rate of .40 of 1% of the value of the average
daily net assets of Participant Shares. Institutions and certain Service
Agents (as defined below) effecting transactions in Participant Shares for
the accounts of their clients may charge their clients direct fees in
connection with such transactions; such fees are not reflected in the
foregoing table. See "Management of the Fund," "How to Buy Participant
Shares," and "Service Plan."
Page 2
CONDENSED FINANCIAL INFORMATION
Currently, the Fund offers three classes of shares to investors in
addition to Participant Shares. Prior to September, 1993, the Fund only
offered one class of shares, which class is now known as Institutional
Shares. The information set forth below pertains to the Fund's Institutional
Shares, which are not offered through this Prospectus. No financial data is
shown for Participant Shares because that class of shares had not commenced
operations as of the date of this Prospectus.
The information in the following tables has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose reports thereon appear in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of common stock of the Fund's Participant Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from the Fund's
financial statements.
<TABLE>
<CAPTION>
INSTITUTIONAL SHARES
__________________________________________________________________________________________________
YEAR ENDED SEPTEMBER 30,
___________________________________________________________________________________________________
PER SHARE DATA: 1988(1) 1989 1990 1991 1992 1993 1994 1995 1996
_______ _______ _______ _______ _______ _______ _______ _______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $1.0000 $ .9994 $ .9999 $ .9999 $ .9999 $1.0000 $1.0000 $ .9995 -
_______ _______ _______ _______ _______ _______ _______ _______ ______
INVESTMENT OPERATIONS:
Investment income-net..... .0714 .0910 .0832 .0675 .0431 .0316 .0359 .0571 -
Net realized gain (loss)
on investments (.0006) .0005 .- .- .0001 .- (.0005) .0003 -
_______ _______ _______ _______ _______ _______ _______ _______ ______
TOTAL FROM INVESTMENT
OPERATIONS .0708 .0915 .0832 .0675 .0432 .0316 .0354 .0574 -
_______ _______ _______ _______ _______ _______ _______ _______ ______
DISTRIBUTIONS:
Dividends from investment
income-net (.0714) (.0910) (.0832) (.0675) (.0431) (.0316) (.0359) (.0571) -
_______ _______ _______ _______ _______ _______ _______ _______ ______
Net asset value, end of year $ .9994 $ .9999 $ .9999 $ .9999 $1.0000 $1.0000 $ .9995 $ .9998 -
======= ======= ======== ======== ========= ======== ======== ======== =======
TOTAL INVESTMENT RETURN..... 7.45%(2) 9.49% 8.65% 6.97% 4.39% 3.20% 3.65% 5.86% -
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets .20%(2) .20% .20% .20% .20% .20% .20% .20% -
Ratio of net investment
income to average net assets 7.13%(2) 9.35% 8.29% 6.62% 4.36% 3.15% 3.49% 5.81% -
Decrease reflected in above
expense ratios due to
undertaking by The
Dreyfus Corporation .07%(2) .07% .04% .04% .05% .04% .01% .- .-
Net Assets, end of year
(000's omitted) $125,266 $728,832 $1,177,475 $1,780,058 $2,300,382 $3,003,344 $1,893,485 $4,404,989 -
(1) From October 6, 1987 (commencement of operations) to September 30, 1988.
(2) Annualized.
</TABLE>
YIELD INFORMATION
From time to time, the Fund advertises the yield and effective yield
of its Participant Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. It can be
expected that these yields will fluctuate substantially. The yield for
Participant Shares of the Fund refers to the income generated by an
investment in Participant Shares of the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then annualized.
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in the Participant
Shares of the Fund is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment. The 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 Fund."
Page 3
Yield information is useful in reviewing the performance of the
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 the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUND
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING PARTICIPANT SHARES OF THE FUND AND DO NOT REFER TO ANY INDIVIDUAL
OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE PARTICIPANT SHARES
OF THE FUND. Such institutions have agreed to transmit copies of this
Prospectus and all relevant Fund materials, including proxy materials, to
each individual or entity for whose account the institution purchases
Participant Shares, to the extent required by law.
INVESTMENT OBJECTIVE
The Fund's investment objective is to provide investors with as high
a level of current income as is consistent with the preservation of capital
and the maintenance of liquidity. The 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 the Fund's
investment objective will be achieved. Securities in which the 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
The Fund invests in short-term money market obligations, including
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, U.S. dollar denominated time deposits, certificates of
deposit, time deposits, bankers' acceptances and other short-term obligations
issued by domestic banks, foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks and thrift
institutions, repurchase agreements, and high quality domestic and foreign
commercial paper and other short-term corporate obligations, including those
with floating or variable rates of interest. See "Appendix_Certain Portfolio
Securities." During normal market conditions, the Fund will invest at least
25% of its assets in bank obligations. See "Investment Considerations and
Risks" below.
The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the 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, the Fund will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Fund's Board.
Moreover, the Fund will purchase only instruments so rated in the highest
rating category or, if unrated, of comparable quality as determined in
accordance with procedures established by the Board. The nationally
recognized statistical rating organizations currently rating instruments of
the type the Funds may purchase are Moody's Investors Service, Inc., Standard
& Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P., IBCA Limited and
IBCA Inc. and Thomson
Page 4
BankWatch, Inc. and their rating criteria are described in the "Appendix" to
the Statement of Additional Information. For further information regarding
the amortized cost method of valuing securities, see "Determination of Net
Asset Value" in the Statement of Additional Information. There can be no
assurance that the Fund will be able to maintain a stable net asset value of
$1.00 per share.
In addition, the Fund will not invest more than 5% of its total
assets in the securities (including the securities collateralizing a
repurchase agreement) of, or subject to puts issued by, a single issuer,
except that (i) the Fund may invest more than 5% of its total assets in a
single issuer for a period of up to three business days in certain limited
circumstances, (ii) the Fund may invest in obligations issued or guaranteed
by the U.S. Government without any such limitation, and (iii) the limitation
with respect to puts does not apply to unconditional puts if no more than 10%
of the Fund's total assets is invested in securities issued or guaranteed by
the issuer of the unconditional put. As to each security, these percentages
are measured at the time the Fund purchases the security. 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 the Fund will be able to maintain
a stable net asset value of $1.00 per share.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- The Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might be sold at a price less than its cost. Similarly, if interest
rates have declined from the time a security was purchased, such security, if
sold, might be sold at a price greater than its purchase cost. In either
instance, if the security was purchased at face value and held to maturity,
no gain or loss would be realized.
BANK SECURITIES -- To the extent the Fund's investments are concentrated in
the banking industry, the Fund will have correspondingly greater exposure to
the risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. The Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
FOREIGN SECURITIES -- Since the Fund's portfolio may contain 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, 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, although such obligations may be higher yielding when compared to
the securities of U.S. domestic issuers. Such risks include possible future
political and economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities, the possible
establishment of exchange controls or the adoption of other foreign
governmental restrictions which might adversely affect the payment of
principal and interest on these securities and the possible seizure or
nationalization of foreign deposits.
SIMULTANEOUS INVESTMENTS -- Investment decisions for the 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, money market instruments, 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.
Page 5
MANAGEMENT OF THE FUND
INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For the fiscal year ended September 30, 1996, the 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 the Fund's Participant Shares, unless The Dreyfus Corporation
gives the Fund's investors at least 90 days' notice to the contrary, The
Dreyfus Corporation, and not the Fund, will be liable for all expenses of the
Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which will be
borne by 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 Service Plan at the annual rate of .40
of 1% of the value of the average daily net assets of Participant Shares. The
Fund will not 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
the 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 the Fund. See "Portfolio Transactions" in the State
ment of Additional Information.
The Dreyfus Corporation may pay the Fund's 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 Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian. Wells Fargo Bank,
N.A., _____________ , San Francisco, California _____, is the Fund's
Sub-custodian (the "Sub-custodian").
Page 6
HOW TO BUY PARTICIPANT SHARES
The Fund is 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 the Fund, Dreyfus Cash Management,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash
Management and Dreyfus Treasury Prime Cash Management; 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 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. The Fund
reserves the right to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Participant Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Participant Shares may be purchased by wire, by telephone or through
compatible computer facilities. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. To place
an order by telephone or to determine whether their computer facilities are
comparable with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Participant Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
The Fund's net asset value per share is determined as of 5:00 p.m.,
New York time/2:00 p.m., California time, on each day the New York Stock
Exchange or the Transfer Agent is open for business. Net asset value per
share of each class of shares is computed by dividing the value of the Fund's
net assets represented by such class (i.e., the value of its assets less
liabilities) by the total number of shares of such class outstanding. See
"Determination of Net Asset Value" in the Statement of Additional Information.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
Page 7
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the dividend declared
on that day if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the Account Application for
further information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject an investor to a $50 penalty imposed
by the Internal Revenue Service (the "IRS").
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Participant
Shares of the Fund, Participant Shares of Dreyfus Cash Management, Dreyfus
Government Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus
New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management,
Dreyfus Treasury Cash Management and Dreyfus Treasury Prime Cash Management,
which have different investment objectives that may be of interest to
investors. Upon an exchange into a new account the following shareholder
services and privileges, as applicable and where available, will be
automatically carried over to the fund into which the exchange is made:
Telephone Exchange Privilege, Redemption by Wire or Telephone, Redemption
Through Compatible Computer Facilities and the dividend/capital gain
distribution option selected by the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Participant Shares_Procedures."
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling one of the telephone numbers listed
under "General Information" in this Prospectus. Shares will be exchanged at
the net asset value next determined after receipt of an exchange request in
proper form. No fees currently are charged investors directly in connection
with exchanges, although the Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. The Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Participant Shares and purchase
shares of another class of a Fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain a
prospectus for the relevant shares 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 the Fund, Participant Shares of
Dreyfus Cash Management, Dreyfus Government Cash Management, Dreyfus
Municipal Cash Management Plus, Dreyfus New York Municipal Cash Management,
Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash Management and
Dreyfus Treasury Prime Cash Management, 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 sche
dule that the investor has selected. Shares will be exchanged at the
then-current net asset value. The right to exercise this Privilege may be
modified or cancelled by the Fund or the Transfer Agent. An investor may
modify or cancel the exercise of this Privilege at any time by mailing
written notification to the Dreyfus Institutional Services Division, EAB
Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York
Page 8
11556-0144. The Fund may charge a service fee for the use of this Privilege.
No such fee currently is contemplated. For more information concerning this
Privilege and the funds eligible to participate in this Privilege, or to
obtain a Dreyfus Auto-Exchange Authorization Form, please call one of the
telephone numbers listed under "General Information." See "Dividends,
Distributions and Taxes."
HOW TO REDEEM PARTICIPANT SHARES
GENERAL
Investors may request redemption of Participant Shares at any time
and the shares will be redeemed at the next determined net asset value.
The Fund does not impose charges when Participant Shares are
redeemed. Service Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any share certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset value.
If a request for redemption is received in proper form in New York by
5:00 p.m., New York time, or in Los Angeles by 12:00 Noon, California time,
the proceeds of the redemption, if transfer by wire is requested, ordinarily
will be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day in New York or Los Angeles, the shares will receive the dividend
declared on that day and the proceeds of redemption, if wire transfer is
requested, ordinarily will be transmitted in Federal Funds on the next
business day.
The Fund ordinarily will make payment for all Participant Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
PROCEDURES
Investors may redeem Participant Shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
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. The Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal identificat
ion, to confirm that instructions are genuine and, if they do not follow such
procedures, the Fund or the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. Neither the Fund 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 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." The 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 the Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES -- The Fund makes available
to institutions the ability to redeem shares through compatible computer
facilities. Investors desiring to redeem shares in this manner should call
Dreyfus Institutional Services Division at one of the telephone numbers
listed under "General Information" to determine whether their computer
facilities are compatible and to receive instructions for redeeming Participant
Shares in this manner.
Page 9
SERVICE PLAN
Participant Shares of the Fund are subject to a Service Plan adopted
pursuant to Rule 12b-1 under the 1940 Act. Under the Service Plan, the Fund
(a) reimburses the Distributor for distributing Participant Shares and (b)
pays The Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, and any affiliate of either of them
(collectively, "Dreyfus") for advertising and marketing Participant Shares
and for providing certain services relating to Participant Shares shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts ("Servicing"), at an aggregate annual
rate of .40 of 1% of the value of the average daily net assets of Participant
Shares. Each of the Distributor and Dreyfus may pay one or more Service
Agents a fee in respect of the Fund's Participant Shares owned by
shareholders with whom the Service Agent has a Servicing relationship or for
whom the Service Agent is the dealer or holder of record. Each of the
Distributor and Dreyfus determines the amounts, if any, to be paid to Service
Agents under the Service Plan and the basis on which such payments are made.
The fee payable for Servicing is intended to be a "service fee" as defined in
Article III, Section 26 of the NASD Rules of Fair Practice. The fees payable
under the Service Plan are payable without regard to actual expenses
incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Participant Shares begin earning income dividends on the day the
purchase order is effective. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the prior business day. Dividends
usually are paid on the last calendar day of each month, and are
automatically reinvested in additional Participant Shares at net asset value
or, at the investor's option, paid in cash. If an investor redeems all
Participant Shares in its account at any time during the month, all dividends
to which the investor is entitled will be paid along with the proceeds of the
redemption. An omnibus accountholder may indicate in a partial redemption
request that a portion of any accrued dividends to which such account is
entitled belongs to an underlying accountholder who has redeemed all shares
in his or her account, and such portion of the accrued dividends will be paid
to the accountholder along with the proceeds of the redemption. Distributions
from net realized securities gains, if any, generally are declared and paid
once a year, but the Fund may make distributions on a more frequent basis to
comply with the distribution requirements of the Internal Revenue Code of
1986, as amended (the "Code"), in all events in a manner consistent with the
provisions of the 1940 Act. The Fund will not make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Participant Shares at net
asset value. All expenses are accrued daily and deducted before declaration
of dividends to investors. Dividends paid by each class of shares will be
calculated at the same time and in the same manner and will be in the same
amount, except that the expenses attributable solely to Participant Shares
will be borne exclusively by such Shares.
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund are taxable as ordinary income,
whether received in cash or reinvested in Participant Shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
portion of the dividends or distributions declared by the Fund qualifies for
the dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains, if any, generally
are taxable as long-term capital gains for Federal income tax purposes if the
beneficial holder of shares is a citizen or resident of the United States,
regardless of how long shareholders have held their shares and whether such
distributions are received in cash or reinvested in additional shares. The
Code provides that the net capital gain of an individual generally will not
be subject to Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to certain state and local taxes.
Page 10
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and gains from
the sale or other disposition of certain market discount bonds, paid by the Fu
nd 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 the 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.
The exchange of shares of one fund for shares of another fund is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the investor and, therefore, an exchanging investor may realize a
taxable gain or loss.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year end September 30, 1996, as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification is
in the best interests of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The 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
The Fund was incorporated under Maryland law on August 12, 1987, and
commenced operations on October 6, 1987. The Fund is authorized to issue 15
billion shares of Common Stock, par value $.001 per share. The 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 Directors or the
appointment of auditors. However, pursuant to the Fund's By-Laws, the holders
of at least 10% of the shares outstanding and entitled to vote may require
the Fund to hold a special meeting of shareholders for purposes of removing a
Director from office and the holders of at least 25% of such shares may
require the Fund to hold a special meeting of shareholders for any other
purpose. Fund shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares. In addition, the Fund's
Board will call a meeting of shareholders for the purpose of electing
Directors if, at any time less than a majority of the Directors then holding
office have been elected by shareholders.
Page 11
The Transfer Agent maintains a record of the Fund's investor's
ownership and sends confirmations and statements of account.
Investor inquiries may be made by writing to the 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 toll
free 1-800-554-4611.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will perform only administrative and shareholder servicing
functions. While the matter is not free from doubt, the Fund's Board of
Directors 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 the 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 Fund does not expect that its shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
Page 12
APPENDIX
INVESTMENT TECHNIQUES
LENDING PORTFOLIO SECURITIES -- The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. In connection with such
loans, the Fund continues to be entitled to payments in amounts equal to the
interest or other distributions payable on the loaned securities. Loans of
portfolio securities afford the Fund an opportunity to earn interest on the
amount of the loan and at the same time to earn income on the loaned
securities' collateral. Loans of portfolio securities may not exceed 331/3%
of the value of the Fund's total assets. In connection with such loans, the
Fund will receive collateral consisting of cash, U.S. Government securities
or irrevocable letters of credit which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by the Fund at any time upon specified
notice. The Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
BORROWING MONEY AND REVERSE REPURCHASE AGREEMENTS -- The Fund may borrow for
temporary and emergency purposes and for investment purposes on a secured
basis through entering 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.
The Fund may borrow money from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of its total assets
(including the amount borrowed) valued at the lesser or cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While such borrowings exceed 5% of the value of the Fund's total
assets, the Fund will not make any additional investments.
FORWARD COMMITMENTS -- The Fund may purchase money market instruments 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 that will be received
on a forward commitment or when-issued security are fixed at the time the
Fund enters into the commitment. However, the Fund does not make a payment
until it receives delivery from the other party to the transaction. The Fund
will make commitments to purchase such securities only with the intention of
actually acquiring the securities, but the Fund may sell these securities
before the settlement date if it is deemed advisable. A segregated account of
the Fund consisting of cash, cash equivalents or U.S. Government securities
or other high quality liquid debt securities at least equal at all times to
the amount of the commitments will be established and maintained at the
Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES -- Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
REPURCHASE AGREEMENTS -- 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
Page 13
secured by the value of the underlying security. Repurchase agreements could
involve risks in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities. The Fund may enter into
repurchase agreements with certain banks or non-bank dealers.
BANK OBLIGATIONS -- The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, London branches of domestic banks and other banking
institutions. With respect to such securities issued by London branches of
domestic banks, the Fund may be subject to additional investment risks that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. See "Description of the
Fund -- Investment Considerations and Risks -- Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER -- Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations issued by
domestic and foreign entities. The other corporate obligations in which the
Fund may invest consist of high quality, U.S. dollar denominated short-term
bonds and notes (including variable amount master demand notes) issued by
domestic and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS -- 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.
ILLIQUID SECURITIES -- The Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with such Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems representative of
their value, the value of the 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 THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 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 14
[This Page Intentionally Left Blank]
Page 15
PROSPECTUS
FOR
Dreyfus
Cash Management
Plus, Inc.
[PARTICIPANT SHARES]
Copy Rights 1996 Dreyfus Service Corporation
719p112096
Page 16
__________________________________________________________________________
DREYFUS CASH MANAGEMENT PLUS, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
NOVEMBER 20, 1996
(FOR INSTITUTIONAL SHARES, ADMINISTRATIVE SHARES, INVESTOR SHARES AND
PARTICIPANT SHARES
__________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
for each class of shares of Dreyfus Cash Management Plus, Inc. (the
"Fund"), each dated November 20, 1996, as they may be revised from time to
time. To obtain a copy of the Prospectus for a class of shares of the
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:
In New York State -- Call 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
Fund shares may write to the Fund at the above address or call toll free
1-800-554-4611 to obtain a copy a Prospectus of the Fund.
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . . . . . . . . .B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . . . . . . . .B-6
Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . .B-9
How to Buy Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-11
Service Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-11
Shareholder Services Plan . . . . . . . . . . . . . . . . . . . . . . . .B-12
How to Redeem Shares. . . . . . . . . . . . . . . . . . . . . . . . . . .B-13
Determination of Net Asset Value. . . . . . . . . . . . . . . . . . . . .B-14
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . . . . . .B-15
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . . . .B-15
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . .B-16
Yield Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-16
Information About the Fund. . . . . . . . . . . . . . . . . . . . . . . .B-17
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors. . . . . . . . . . . . . . . . . . . .B-17
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-18
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . .B-20
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . .B-30
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the sections in the Fund's Prospectus for a class of
shares under the heading entitled "Description of the Fund" and
"Appendix."
Portfolio Securities
Bank Obligations. 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 Federal Deposit Insurance Corporation (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
certificates of deposit ("CDs") may be purchased by the Fund are insured
by the Bank Insurance Fund administered 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 or state laws and regulations,
domestic branches of domestic banks whose CDs may be purchased by the Fund
are, among other things, generally required to maintain specified levels
of reserves, are limited in the amounts which they can loan to a single
borrower and are subject to other regulation designed to promote financial
soundness. However, not all of such laws and regulations apply to the
foreign branches of domestic banks.
Obligations of foreign branches of domestic banks, 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 of domestic banks, by foreign
subsidiaries of domestic banks, by foreign branches of foreign banks or by
domestic branches of foreign banks, the Manager carefully evaluates such
investments on a case-by-case basis.
The Fund may purchase CDs issued by banks, savings and loan
associations and similar thrift institutions with less than $1 billion in
assets, whose deposits are insured by the FDIC, provided the Fund
purchases any such CD in a principal amount of not 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 so insured. The Fund will not own more than
one such CD per such issuer.
Repurchase Agreements. The Fund's custodian or subcustodian will
have custody of, and will hold in a segregated account, securities
acquired by the Fund under a repurchase agreement. Repurchase agreements
are considered by the staff of Securities and Exchange Commission to be
loans by the Fund. In an attempt to reduce the risk of incurring a loss
on a repurchase agreement, the Fund 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 the Fund
may invest, and will require that additional securities be deposited with
it if the value of the securities purchased should decrease below the
resale price.
Illiquid Securities. Where a substantial market of qualified
institutional buyers develops for certain restricted securities purchased
by the Fund pursuant to Rule 144A under the Securities Act of 1933, as
amended, the 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, the 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, the 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. In connection with its securities
lending transactions, the Fund may return to the borrower and/or a third
party, which is unaffiliated with the Fund, and which is acting as a
"placing broker," a part of the interest earned from the investment of
collateral received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral; (3) the Fund
must be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any interest or other
distributions payable on the loaned securities, and any increase in market
value; and (5) the Fund may pay only reasonable custodian fees in
connection with the loan. These conditions may be subject to future
modification.
Reverse Repurchase Agreements. To the extent the Fund enters into a
reverse repurchase agreement, the Fund will maintain in a segregated
custodial account cash or U.S. Government securities or other high quality
liquid debt securities 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 Investment Company Act of 1940, as amended (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. Securities purchased on a forward commitment or
when-issued basis are subject to changes in value (generally changing in
the same way, i.e., appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's perception
of the creditworthiness of the issuer and changes, real or anticipated, in
the level of interest rates. Securities purchased on a forward commitment
or 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 forward commitment or 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 Restrictions
The Fund has adopted the 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. The Fund may not:
1. Purchase common stocks, preferred stocks, warrants or other
equity securities, or purchase corporate bonds or debentures, state bonds,
municipal bonds, or industrial revenue bonds.
2. Borrow money, except (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.
If a percentage restriction is adhered to at the time of investment,
a later increase or decrease in percentage resulting from a change in
values or assets will not constitute a violation of that restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interests of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Board members and officers of the Fund, together with information as
to their principal business occupations during at least the last five
years, are shown below. The Board member who is deemed to be an
"interested person" of the Fund, as defined in the 1940 Act, is indicated
by an asterisk.
Board Members of the Fund
*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 to February 1995, Mr.
Burke was a consultant to the Manager and from October 1990 to August
1994, he was Vice President and Chief Administrative Officer of the
Manager. From 1977 to 1990, Mr. Burke was involved in the management
of the national television news, as Vice-President and Executive Vice
President of ABC News, and subsequently as President of CBS News.
Mr. Burke is 60 years old and his address is Box 654, Eastham,
Massachusetts, 02642.
ISABEL P. DUNST, Board Member. Partner in the law firm of Hogan & Hartson
since 1990. From 1986 to 1990, 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 a Trustee of Temple Sinai. Ms. Dunst is 49 years
old and her address is c/o Hogan & Hartson, Columbia Square, 555
Thirteenth Street, N.W., Washington, D.C. 20004-1109.
LYLE E. GRAMLEY, Board Member. Consulting economist since June 1992 and
Senior Staff Vice President and Chief Economist of Mortgage Bankers
Association of America from 1985 to May 1992. Since February 1993,
Mr. Gramley has served as a director of CWM Mortgage Holdings, Inc.
and, from February 1996, as a director of NUWAVE Technologies, Inc.
From 1980 to 1985, member of the Board of Governors of the Federal
Reserve System. Mr. Gramley is 69 years old and his address is 12901
Three Sisters Road, Potomac, Maryland 20854.
WARREN B. RUDMAN, Board Member. Since January 1993, Partner in the law
firm Paul, Weiss, Rifkind, Wharton & Garrison. From January 1981 to
January 1993, Mr. Rudman served as a United States Senator from the
State of New Hampshire. Since May 1995, Mr. Rudman has served as a
director of Collins & Aikman Corporation. Since January 1993, Mr.
Rudman has served as a director of Chubb Corporation and of the
Raytheon Company. He has served as Vice Chairman of the President's
Foreign Intelligence Advisory Board since January 1993. From January
1993 to December 1994, Mr. Rudman served as Vice Chairman of the
Federal Reserve Bank of Boston. Since 1988, Mr. Rudman has served as
a trustee of Boston College and since 1986 as a member of the Senior
Advisory Board of the Institute of Politics of the Kennedy School of
Government at Harvard University. Mr. Rudman is 66 years old and his
address is 1615 L Street, N.W., Suite 1300, Washington, D.C. 20036.
No shareholder meetings will be held for the purpose of electing
Board members unless and until such time as less than a majority of the
Board members holding office have been elected by shreholders, at which
time the Board members then in office will call a shareholders' meeting
for the election of Board members. Under the 1940 Act, shareholders of
record of not less than two-thirds of the outstanding shares of the Fund
mya remove a Board member through a declaration in writing or by vote cast
in person or by proxy at a meeting called for that purpose. The Board
members are required to call a meeting of shareholders for the prupose of
voting upon the question of removal of any such Board member when
requested in writing to do so by the shareholders of record of not less
than 10% of the Fund's outstanding shares.
For so long as the Fund's plans described in the sections captioned
"Service Plan" and "Shareholder Services Plan" remain in effect, the Board
members of the 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 are entitled to receive an annual retainer and a per
meeting fee and reimbursement for their expenses. Emeritus Board members
are entitled to receive an annual retainer and a per meeting fee of one-
half the amount paid to them as Board members. The aggregate amount of
compensation payable to each Board member by the Fund for the fiscal year
ended September 30, 1996, and by all other funds in the Dreyfus Family of
Funds for which such person is a Board member (the number of which is set
forth in parenthesis next to each Board member's total compensation) for
the year ended December 31, 1995, were as follows:
Total Compensation
Aggregate from Fund and
Name of Board Compensation from Fund Complex Paid
Member Fund(*)(+) to Board Member
David W. Burke $ $ (-)
Isabel P. Dunst $ $ (-)
Lyle E. Gramley $ $ (-)
Warren B. Rudman $ $ (-)
_____________________________________
(*) Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $----- for all Board members as a group.
(+) The aggregate compensation payable to each Board member by the Fund
was paid by the Manager and not the Fund.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief Executive
Officer and a director of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc. Prior to December 1991, she served
as Vice President and Controller, and later as Senior Vice President,
of The Boston Company Advisors, Inc. She is 38 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President -
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as an
Associate at Ropes & Gray. He is 32 years old.
ELIZABETH BACHMAN, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 26 years
old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Supervisor of
Treasury Services and Administration of Funds Distributor, Inc. and
an officer of other investment companies advised or administered by
the Manager. From April 1993 to January 1995, he was a Senior Fund
Accountant for Investors Bank & Trust Company. From December 1991 to
March 1993, he was employed as a Fund Accountant at The Boston
Company. He is 27 years old.
RICHARD W. INGRAM, Vice President and Assistant Treasurer. Senior Vice
President and Director of Client Services and Treasury Operations of
Funds Distributor, Inc and an officer of other investment companies
advised or administered by the Manager. From March 1994 to November
1995, he was Vice President and Division Manager for First Data
Investor Services Group. From 1989 to 1994, he was Vice President,
Assistant Treasurer and Tax Director of Mutual Funds of The Boston
Company. He is 40 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President and
Manager of Treasury Services and Administration of Funds Distributor,
Inc. and an officer of other investment companies advised or
administered by the Manager. From September 1989 to July 1994, she
was an Assistant Vice President and Client Manager for The Boston
Company. She is 32 years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. From July 1988 to
August 1994, he was employed by The Boston Company, Inc. where he
held various management positions in the Corporate Finance and
Treasury areas. He is 33 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Board members and officers of the Fund, as a group, owned less than
1% of the Fund's shares outstanding on September 4, 1996.
The following shareholder is known by the Fund to own of record 5% or
more of the Fund's Institutional Shares outstanding on September 4, 1996;
Comerica Bank, 100 Renaissance Center, Suite 9, Detroit, MI 48243-1006
(5.78%).
The following shareholders are known by the Fund to own of record 5%
or more of the Fund's Investor Shares outstanding on September 4, 1996;
(1) Barnett Bank of Jacksonville, N.A., P.O. Box 45147, Jacksonville, FL
32232-5147 (33.43%); (2) Capital Network Services, 1 Bush Street, Floor
11, San Francisco, CA 94194-4425 (30.51%); and (3) Oklahoma Publishing
Co., P.O. Box 822228, Dallas, TX (7.94%).
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus for a class of
shares under the heading entitled "Management of the Fund."
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated August 24, 1994, as amended, with the
Fund, which is subject to annual approval by (i) the Fund's Board or (ii)
vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the Fund, provided that in either event the continuance also
is approved by a majority of the 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. Shareholders approved the Agreement on August 5, 1994 and the
Fund's Board, including a majority of the Board members who are not
"interested persons" of any party to the Agreement, last voted to approve
the Agreement at a meeting held on May 22, 1996. The Agreement is
terminable without penalty, on 60 days' notice, by the Fund's Board or by
vote of the holders of a majority of the Fund's shares or, on not less
than 90 days' notice, by the Manager. The Agreement will terminate
automatically in the event of its assignment (as defined in the 1940 Act).
The following persons are officers and/or directors of the Manager:
W. Keith Smith, Chairman of the Board; Christopher M. Condron, President,
Chief Executive Officer, Chief Operating Officer and a director; Stephen
E. Canter, Vice Chairman, Chief Investment Officer and a director;
Lawrence S. Kash, Vice Chairman--Distribution and a director; Philip L.
Toia, Vice Chairman--Operations and Administration and a director; William
T. Sandalls, Jr., Senior Vice President and Chief Financial Officer; Elie
M. Genadry, Vice President--Institutional Sales; William F. Glavin, Jr.,
Vice President--Corporate Development; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Patrice M. Kozlowski, Vice President--
Corporate Communications; Mary Beth Leibig, Vice President--Human
Resources; Jeffrey N. Nachman, Vice President--Mutual Fund Accounting;
Andrew S. Wasser, Vice President--Information Systems; Elvira Oslapas,
Assistant Secretary; and Mandell L. Berman, Frank V. Cahouet, Alvin E.
Friedman, Lawrence M. Greene and Julian M. Smerling, directors.
The Manager manages the 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 the Fund with portfolio managers who are authorized by the Board
to execute purchases and sales of securities. The Fund's portfolio
managers are Robert Fort, Bernard W. Kiernan, Jr., Garitt Kono, Patricia
A. Larkin and Thomas Riordan. The Manager also maintains a research
department with a professional staff of securities analysts who provide
research services for the Fund as well as for other funds advised by the
Manager. All purchases and sales are reported for the Board's review at
the meeting subsequent to such transactions.
The Manager maintains office facilities on behalf of the Fund and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
As compensation for the Manager's services under the Agreement, the
Fund has agreed to pay the Manager a monthly management fee at the annual
rate of .20 of 1% of the value of the Fund's average daily net assets.
All fees and expenses are accrued daily and deducted before declaration of
dividends to investors. The management fees payable for the fiscal years
ended September 30, 1994, 1995 and 1996 were $5,287,681, $8,013,464 and $
, respectively. The amount payable in fiscal 1994 was reduced
pursuant to an undertaking by the Manager, resulting in a net management
fee paid of $4,898,028.
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
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) as to Administrative Shares, Investor
Shares and Participant Shares, payments made pursuant to the Fund's
Service Plan at the annual rate set forth in the Service Plan. See
"Service Plan."
In addition, the Agreement provides that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the
management fee, exceed 1-1/2% of the value of the Fund's average net assets
for the fiscal year, the Fund may deduct from the payment to be made to
the Manager under the Agreement, or the Manager will bear, such excess
expense. Such deduction or payment, if any, will be estimated on a daily
basis, and reconciled and effected or paid, as the case may be, on a
monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
HOW TO BUY SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus for a class of
shares under the heading entitled "How to Buy [Class] Shares."
The Distributor. The Distributor serves as the Fund's distributor on
a best efforts basis pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the other funds in the
Dreyfus Family of Funds and for certain other investment companies. In
some states, banks or other financial institutions effecting transactions
in Fund shares may be required to register as dealers pursuant to state
law.
Using Federal Funds. Dreyfus Transfer, Inc., the Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), or the Fund may attempt
to notify the investor upon receipt of checks drawn on banks that are not
members of the Federal Reserve System as to the possible delay in
conversion into Federal Funds and may attempt to arrange for a better
means of transmitting the money. If the investor is a customer of a
securities dealer, bank or other financial institution and his order to
purchase Fund shares is paid for other than in Federal Funds, the
securities dealer, bank or other financial institution, acting on behalf
of its customer, will complete the conversion into, or itself advance,
Federal Funds generally on the business day following receipt of the
customer order. The order is effective only when so converted and
received by the Custodian or Sub-Custodian. An order for the purchase of
Fund shares placed by an investor with a sufficient Federal Funds or cash
balance in his brokerage account with a securities dealer, bank or other
financial institution will become effective on the day that the order,
including Federal Funds, is received by the Custodian or Sub-Custodian.
SERVICE PLAN
(ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES)
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus for Administrative
Shares, Investor Shares and Participant Shares under the heading entitled
"Service Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 1940 Act provides, among other things, that an
investment company may bear expenses of distributing its shares only
pursuant to a plan adopted in accordance with the Rule. The Fund's Board
has adopted such a plan (the "Service Plan") with respect to the Fund's
Administrative Shares, Investor Shares and Participant Shares pursuant to
which the Fund reimburses the Distributor for distributing such classes of
shares and pays the Manager, Dreyfus Service Corporation, a wholly-owned
subsidiary of the Manager, and any affiliate of either of them
(collectively, "Dreyfus"), for advertising and marketing and for providing
certain services to shareholders of the respective class of shares. Under
the Service Plan, as to each relevant class, the Distributor and Dreyfus
may make payments to certain financial institutions, securities dealers
and other financial industry professionals (collectively, "Service
Agents") in respect to these services. The Fund's Board believes that
there is a reasonable likelihood that the Service Plan will benefit the
Fund and the holders of Administrative Shares, Investor Shares and
Participant Shares.
A quarterly report of the amounts expended under the Service Plan,
and the purposes for which such expenditures were incurred, must be made
to the Board for its review. In addition, the Service Plan provides that
it may not be amended to increase materially the costs which holders of
Administrative Shares, Investor Shares and Participant Shares may bear
pursuant to the Service Plan without the approval of the holders of such
class of shares and that other material amendments of the Service Plan
must be approved by the Fund's Board and by the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Fund and have no
direct or indirect financial interest in the operation of the Service Plan
or in any agreements entered into in connection with the Service Plan, by
vote cast in person at a meeting called for the purpose of considering
such amendments. The Service Plan is subject to annual approval by such
vote cast in person at a meeting called for the purpose of voting on the
Service Plan. The Service Plan was so approved by the Fund's Board at a
meeting held on May 22, 1996. The Service Plan may be terminated at any
time by vote of a majority of the Board members who are not "interested
persons" and have no direct or indirect financial interest in the
operation of the Service Plan or in any agreements entered into in
connection with the Service Plan or by vote of the holders of a majority
of such class of shares.
For the fiscal year ended September 30, 1996, the Fund paid $
pursuant to the Service Plan for Investor Shares, of which $ was
paid to the Distributor as reimbursement for distributing Investor Shares,
and $ was paid to Dreyfus for advertising and marketing Investor
Shares and for providing services to the holders of Investor Shares. No
data is provide with respect to amounts paid pursuant to the Service Plan
for Administrative Shares and Participant Shares as such classes had not
commenced operations as of the date of this Statement of Additional
Information.
SHAREHOLDER SERVICES PLAN
(INSTITUTIONAL SHARES ONLY)
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus for Institutional
Shares under the heading entitled "Shareholder Services Plan."
The Fund, as to its Institutional Shares only, has adopted a
Shareholder Services Plan (the "Plan") pursuant to which the Fund has
agreed to reimburse the 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 the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Fund's Board for its review. In addition, the Plan provides that material
amendments of the 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 or the Manager and have no direct or indirect financial interest
in the operation of the Plan, by vote cast in person at a meeting called
for the purpose of considering such amendments. The Plan is subject to
annual approval by such vote cast in person at a meeting called for the
purpose of voting on the Plan. The Plan was last so approved by the Board
members at a meeting held on May 22, 1996. The Plan is terminable at any
time by vote of a majority of the Board members who are not "interested
persons" and have no direct or indirect financial interest in the
operation of the Plan.
For the fiscal year ended September 30, 1996, $ was payable by
the Fund, with respect to Institutional Shares, pursuant to the Fund's
Plan. This amount was borne directly by the Manager. See "Management of
the Fund."
HOW TO REDEEM SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus for a class of
shares under the heading entitled "How to Redeem [Class] Shares."
Redemption by Wire or Telephone. By using this procedure, the
investor authorizes the Transfer Agent to act on wire or telephone
redemption instructions from any person representing himself or herself to
be an authorized representative of the investor, and reasonably believed
by the Transfer Agent to be genuine. Ordinarily, the Fund will initiate
payment for shares redeemed pursuant to this procedure on the same
business day if Dreyfus Institutional Services Division receives the
redemption request in proper form in New York by 5:00 p.m., New York time,
or Los Angeles by Noon, California time, on such day; otherwise, the Fund
will initiate payment on the next business day. Redemption proceeds will
be transferred by Federal Reserve wire only to a bank that is a member of
the Federal Reserve System.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmission:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at 1-800-
654-7171, toll free. Investors should advise the operator that the above
transmittal code must be used and should inform the operator of the
Transfer Agent's answer back sign.
Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests by any shareholders 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 Fund's 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 would be incurred.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities
and Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's investors.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus for a class of
shares under the heading entitled "How to Buy [Class] Shares."
Amortized Cost Pricing. The valuation of the Fund's portfolio
securities is based upon their amortized cost which does not take into
account unrealized capital gains or losses. This involves valuing an
instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. While
this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.
The 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 per share calculated by using available market quotations
or market equivalents deviates from $1.00 per share based on amortized
cost. In such review, investments for which market quotations are readily
available will be valued at the most recent bid price or yield equivalent
for such securities or for securities of comparable maturity, quality and
type, as obtained from one or more of the major market makers for the
securities to be valued. Other investments and assets will be valued at
fair value as determined in good faith by the Fund's Board.
The extent of any deviation between the Fund's net asset value based
upon available market quotations or market equivalents and $1.00 per share
based on amortized cost will be examined by the Fund's Board. If such
deviation exceeds 1/2 of 1%, the Fund's Board will consider promptly what
action, if any, will be initiated. In the event the Fund's Board
determines that a deviation exists which may result in material dilution
or other unfair results to investors or existing shareholders, it has
agreed to take such corrective action as it regards as necessary and
appropriate including: selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends or paying distributions from capital or capital
gains; redeeming shares in kind; or establishing a net asset value by
using available market quotations or market equivalents.
New York Stock Exchange Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus for a class of
shares under the heading entitled "Shareholder Services."
Fund Exchanges. Shares of one class of shares of the Fund may be
exchanged for shares of the same class of shares of Dreyfus Cash
Management, Dreyfus Government Cash Management, Dreyfus Institutional
Short Term Treasury Fund, Dreyfus Municipal Cash Management Plus, Dreyfus
New York Municipal Cash Management, Dreyfus Tax Exempt Cash Management,
Dreyfus Treasury Cash Management and Dreyfus Treasury Prime Cash
Management. 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 Dreyfus Cash Management, Dreyfus
Government Cash Management, Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal
Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash
Management and Dreyfus Treasury Prime Cash Management. 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 the Fund's Prospectus for a class of
shares under the heading entitled "Dividends, Distributions and Taxes."
Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss. However, all or a portion of any
gain realized from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276 of
the Internal Revenue Code of 1986, as amended.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the
issuer or from an underwriter or a market maker for the securities.
Usually no brokerage commissions are paid by the Fund for such purchases.
Purchases from underwriters of portfolio securities may 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 reflect the spread between the bid and asked price. No brokerage
commissions have been paid by the Fund to date.
Transactions are allocated to various dealers by the Fund's portfolio
managers in their best judgment. The primary consideration is prompt and
effective execution of orders at the most favorable price. Subject to
that primary consideration, dealers may be selected for research,
statistical or other services to enable the Manager to supplement its own
research and analysis with the views and information of other securities
firms and may be selected based upon their sales of Fund shares.
Research services furnished by brokers through which the Fund effects
securities transactions may be used by the Manager in advising other funds
it advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises may be used by
the Manager in advising the Fund. Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the overall expenses
of its research department.
YIELD INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus for a class of
shares under the heading entitled "Yield Information."
For the seven-day period ended September 30, 1996, the yield and
effective yield for Institutional Shares was ----% and ----%,
respectively, and for Investor Shares was ----% and ----%, respectively.
No yield information is provided with respect the Fund's Administrative
Shares and Participant Shares as such classes of shares had not commenced
operations as of the date of this Statement of Additional Information.
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 the shareholder's account, in proportion
to the length of the base period and the Fund's average account size, but
does not include realized gains and losses or unrealized appreciation and
depreciation. Effective yield is computed by adding 1 to the base period
return (calculated as described above), raising that sum to a power equal
to 365 divided by 7, and subtracting 1 from the result.
Yields will fluctuate and are not necessarily representative of
future results. Each investor should remember that yield is a function of
the type and quality of the instruments in the portfolio, portfolio
maturity and operating expenses. An investor's principal in the Fund is
not guaranteed. See "Determination of Net Asset Value" for a discussion
of the manner in which the Fund's price per share is determined.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus for a class of
shares entitled "General Information."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
nonassessable. Fund shares have no preemptive, subscription or conversion
rights and are freely transferable.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
In early 1974, the Manager commenced offering the first money market
fund to be widely offered on a retail basis, Dreyfus Liquid Assets, Inc.
Money market mutual funds have subsequently grown into a multi-billion
dollar industry.
The Fund is a member of the Family of Dreyfus Cash Management Funds
which are designed to meet the needs of an array of institutional
investors. As of November __, 1996, the total net assets of the Dreyfus
Family of Cash Management Funds amounted to approximately $___ billion.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's
transfer and dividend disbursing agent. Under a transfer agency agreement
with the 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. For the period December 1,
1995 (the effective date of the Transfer Agency Agreement) through
September 30, 1996, $__ was payable by the Fund to the Transfer Agent.
This amount was borne directly by the Manager.
The Bank of New York, 90 Washington Street, New York, New York 10286,
acts as custodian of the Fund's investments.
Wells Fargo Bank, N.A., ________ serves as a sub-custodian of the
Fund's investments.
The Transfer Agent, The Bank of New York and Wells Fargo Bank, N.A.,
have no part in determining the investment policies of the Fund or which
portfolio securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance
of the shares being sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
APPENDIX
Descriptions of the highest commercial paper, bond and other short-
and long-term rating categories assigned by Standard & Poor's Ratings
Group ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch
Investors Service, L.P. ("Fitch"), Duff & Phelps Credit Rating Co.
("Duff"), IBCA Limited and IBCA Inc. ("IBCA") and Thomson BankWatch, Inc.
("BankWatch"):
Commercial Paper Ratings and Short-Term Ratings
The designation A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those
issues determined to possess overwhelming safety characteristics are
denoted with a plus sign (+) designation.
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity
for repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins
in earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets
and assured sources of alternate liquidity.
The rating Fitch-1 (Highest Grade) is the highest commercial paper
rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment.
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by
ample asset protection. Risk factors are minor.
The designation A1 by IBCA indicates that the obligation is supported
by a very strong capacity for timely repayment. Those obligations rated
A1+ are supported by the highest capacity for timely repayment.
The rating TBW-1 is the highest short-term obligation rating assigned
by BankWatch. Obligations rated TBW-1 are regarded as having the
strongest capacity for timely repayment.
Bond Ratings and Long-Term Ratings
Bonds rated AAA are considered by S&P to be the highest grade
obligation and possess an extremely strong capacity to pay principal and
interest.
Bonds rated Aaa are judged by Moody's to be of the best quality.
Bonds rated Aa by Moody's are judged by Moody's to be of high quality by
all standards and, together with the Aaa group, they comprise what are
generally known as high-grade bonds.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high
grade, broadly marketable and suitable for investment by trustees and
fiduciary institutions and liable to but slight market fluctuation other
than through changes in the money rate. The prime feature of an AAA bond
is a showing of earnings several times or many times interest
requirements, with such stability of applicable earnings that safety is
beyond reasonable question whatever changes occur in conditions.
Bonds rated AAA by Duff are considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than
U.S. Treasury debt.
Obligations rated AAA by IBCA have the lowest expectation of
investment risk. Capacity for timely repayment of principal and interest
is substantial, such that adverse changes in business, economic or
financial conditions are unlikely to increase investment risk
significantly. Obligations rated AA by IBCA have a very low expectation
of investment risk. Capacity for timely repayment of principal and
interest is substantial. Adverse changes in business, economic or
financial conditions may increase investment risk albeit not very
significantly.
IBCA also assigns a rating to certain international and U.S. banks.
An IBCA bank rating represents IBCA's current assessment of the strength
of the bank and whether such bank would receive support should it
experience difficulties. In its assessment of a bank, IBCA uses a dual
rating system comprised of Legal Ratings and Individual Ratings. In
addition, IBCA assigns banks long- and short-term ratings as used in the
corporate ratings discussed above. Legal Ratings, which range in
gradation from 1 through 5, address the question of whether the bank would
receive support provided by central banks or shareholders if it
experienced difficulties, and such ratings are considered by IBCA to be a
prime factor in its assessment of credit risk. Individual Ratings, which
range in gradations from A through E, represent IBCA's assessment of a
bank's economic merits and address the question of how the bank would be
viewed if it were entirely independent and could not rely on support from
state authorities or its owners.
In addition to ratings of short-term obligations, BankWatch assigns a
rating to each issuer it rates, in gradations of A through E. 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 the bank is domiciled.
DREYFUS CASH MANAGEMENT PLUS, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement:
Condensed Financial Information, with respect to Class A shares
(to be designated as Institutional Shares), for the period from
October 6, 1987 (commencement of operations) to September 30,
1988, for the seven years in the period ended September 30,
1996, and, with respect to Class B shares (to be designated
as Investor Shares), for the period from January 24, 1994
(commencement of initial offering) to September 30, 1994
and for each of the two years in the period ended September 30,
1996 .
Included in Part B of the Registration Statement:
Statement of Investments--September 30, 1996.
Statement of Assets and Liabilities--September 30, 1996.
Statement of Operations--year ended September 30, 1996.
Statement of Changes in Net Assets--for the years ended
September 30, 1995 and 1996.
Notes to Financial Statements
Reports of Ernst & Young LLP, Independent Auditors, dated
November, 1996.
Schedule Nos. I through VII 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 which
are included in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1)(a) Registrant's Articles of Incorporation is incorporated by referenced
to Exhibit (1)(a) of Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A, filed on January 26, 1994.
(2) Registrant's By-Laws are incorporated by reference to Exhibit (2) of
Post-Effective Amendment No. 11 to the Registration Statement on
Form N-1A, filed on October 25, 1995.
(5) Management Agreement is incorporated by referenced to Exhibit (5) of
Post-Effective Amendment No. 10 to the Registration Statement on
Form N-1A, filed on December 1, 1994.
(6) Distribution Agreement is incorporated by referenced to Exhibit (6)
of Post-Effective Amendment No. 10 to the Registration Statement on
Form N-1A, filed on December 1, 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 25, 1995.
(8)(b) Sub-Custodian Agreement 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 25, 1995.
(9) Shareholder Services Plan.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Post-Effective Amendment No. 11 to the
Registration Statement on Form N-1A, filed on October 25, 1995.
(11) Consent of Independent Auditors.
(15) Service Plan.
(16) Schedule of Computation of Performance Data for Class A shares is
incorporated by reference to Exhibit (16) of Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A, filed
September 30, 1993. Schedule of Computation of Performance Data for
Class B shares is incorporated by reference to Exhibit (16) of Post-
Effective No. 10 to the Registration Statement on Form N-1A, filed
on December 1, 1994.
(18) Rule 18f-3 Plan.
Item 24. Financial Statements and Exhibits - List (continued)
Other Exhibits
(a) Powers of Attorney of Directors.
(b) Power of Attorney of Officer.
(c) Certificate of Assistant Secretary.
Item 25. Persons Controlled by or under Common Control with Registrant
Not Applicable
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of September 4, 1996
Common Stock
(par value $.001)
Class A................................. 457
Class B................................. 262
Item 27. Indemnification
Reference is made to Article EIGHT of the Registrant's Articles of
Incorporation attached as Exhibit 1 hereto. The application of these
provisions is limited by Article 10 of the Registrant's By-Laws
previously filed as Exhibit 2 to Post-Effective Amendment No. 11 to
the Registration Statement on Form N-1A on October 25, 1995 and by
the following undertaking set forth in the rules promulgated by the
Securities and Exchange Commission: Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted
to trustees, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable.
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 director, 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
Item 27. Indemnification (continued)
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 December 1, 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. Premier Mutual Fund
Services, Inc. serves primarily as distributor of shares of
investment companies for which Dreyfus acts as investment adviser,
sub-investment adviser or administrators. Dreyfus Management, Inc.,
another wholly-owned subsidiary, provides investment management
services to various pension plans, institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation****;
Mellon Bank, N.A.****
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and Member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE None
Director
JULIAN M. SMERLING None
Director
W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company*****;
Vice Chairman of the Board:
Mellon Bank Corporation****;
Mellon Bank, N.A.****;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation****;
Executive Officer, The Boston Company*****;
Chief Operating Deputy Director:
Officer and a Mellon Trust****;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.*****;
President:
Boston Safe Deposit and Trust
Company*****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive
and a Director Officer:
Kleinwort Benson Investment Management
Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.***;
Director:
Dreyfus America Fund
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company*****;
Laurel Capital Advisors****;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.****;
Boston Safe Deposit and Trust
Company*****;
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization, Inc.***;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund
Vice President and Director:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Vice President:
The Dreyfus Trust Company++
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
The Truepenny Corporation+
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ The address of the business so indicated is Atrium Building,
80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Connecticut Intermediate Municipal Bond Fund
15) Dreyfus Connecticut Municipal Money Market Fund, Inc.
16) Dreyfus Florida Intermediate Municipal Bond Fund
17) Dreyfus Florida Municipal Money Market Fund
18) The Dreyfus Fund Incorporated
19) Dreyfus Global Bond Fund, Inc.
20) Dreyfus Global Growth Fund
21) Dreyfus GNMA Fund, Inc.
22) Dreyfus Government Cash Management
23) Dreyfus Growth and Income Fund, Inc.
24) Dreyfus Growth and Value Funds, Inc.
25) Dreyfus Growth Opportunity Fund, Inc.
26) Dreyfus Income Funds
27) Dreyfus Institutional Money Market Fund
28) Dreyfus Institutional Short Term Treasury Fund
29) Dreyfus Insured Municipal Bond Fund, Inc.
30) Dreyfus Intermediate Municipal Bond Fund, Inc.
31) Dreyfus International Equity Fund, Inc.
32) The Dreyfus/Laurel Funds, Inc.
33) The Dreyfus/Laurel Funds Trust
34) The Dreyfus/Laurel Tax-Free Municipal Funds
35) Dreyfus Stock Index Fund, Inc.
36) Dreyfus LifeTime Portfolios, Inc.
37) Dreyfus Liquid Assets, Inc.
38) Dreyfus Massachusetts Intermediate Municipal Bond Fund
39) Dreyfus Massachusetts Municipal Money Market Fund
40) Dreyfus Massachusetts Tax Exempt Bond Fund
41) Dreyfus MidCap Index Fund
42) Dreyfus Money Market Instruments, Inc.
43) Dreyfus Municipal Bond Fund, Inc.
44) Dreyfus Municipal Cash Management Plus
45) Dreyfus Municipal Money Market Fund, Inc.
46) Dreyfus New Jersey Intermediate Municipal Bond Fund
47) Dreyfus New Jersey Municipal Bond Fund, Inc.
48) Dreyfus New Jersey Municipal Money Market Fund, Inc.
49) Dreyfus New Leaders Fund, Inc.
50) Dreyfus New York Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond Fund
54) Dreyfus New York Tax Exempt Money Market Fund
55) Dreyfus 100% U.S. Treasury Intermediate Term Fund
56) Dreyfus 100% U.S. Treasury Long Term Fund
57) Dreyfus 100% U.S. Treasury Money Market Fund
58) Dreyfus 100% U.S. Treasury Short Term Fund
59) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
60) Dreyfus Pennsylvania Municipal Money Market Fund
61) Dreyfus Short-Intermediate Government Fund
62) Dreyfus Short-Intermediate Municipal Bond Fund
63) Dreyfus Investment Grade Bond Funds, Inc.
64) The Dreyfus Socially Responsible Growth Fund, Inc.
65) Dreyfus Tax Exempt Cash Management
66) The Dreyfus Third Century Fund, Inc.
67) Dreyfus Treasury Cash Management
68) Dreyfus Treasury Prime Cash Management
69) Dreyfus Variable Investment Fund
70) Dreyfus Worldwide Dollar Money Market Fund, Inc.
71) General California Municipal Bond Fund, Inc.
72) General California Municipal Money Market Fund
73) General Government Securities Money Market Fund, Inc.
74) General Money Market Fund, Inc.
75) General Municipal Bond Fund, Inc.
76) General Municipal Money Market Fund, Inc.
77) General New York Municipal Bond Fund, Inc.
78) General New York Municipal Money Market Fund
79) Dreyfus S&P 500 Index Fund
80) Premier Insured Municipal Bond Fund
81) Premier California Municipal Bond Fund
82) Premier Equity Funds, Inc.
83) Premier Global Investing, Inc.
84) Premier GNMA Fund
85) Premier Growth Fund, Inc.
86) Premier Municipal Bond Fund
87) Premier New York Municipal Bond Fund
88) Premier State Municipal Bond Fund
89) Premier Strategic Growth Fund
90) Premier Value Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Paul Prescott+ Vice President None
Elizabeth Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Assistant Treasurer Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock 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.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York on
the 19th day of September, 1996.
DREYFUS CASH MANAGEMENT PLUS, INC.
BY: /s/Marie E. Connolly*
-----------------------------------
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
__________________________ _______________________________ ________
/s/Marie E. Connolly* President and Treasurer 9/19/96
- -------------------------- (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/David W. Burke* Director 9/19/96
- --------------------------
David W. Burke
/s/Isabel P. Dunst* Director 9/19/96
- --------------------------
Isabel P. Dunst
/s/Lyle E. Gramley* Director 9/19/96
- --------------------------
Lyle E. Gramley
/s/Warren B. Rudman* Director 9/19/96
- --------------------------
Warren B. Rudman
*BY: __________________________
Richard W. Ingram,
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
(9) Shareholder Service Plan
(11) Consent of Independent Auditors
(15) Service Plan
(18) Rule 18f-3 Plan
OTHER EXHIBITS
(a) Power of Attorney of Directors
(b) Power of Attorney of Officers
(c) Certificate of Assistant Secretary
DREYFUS CASH MANAGEMENT PLUS. INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above- captioned
investment company (the "Fund") adopt a Shareholder Services Plan (the
"Plan") under which the Fund would reimburse Dreyfus Service Corporation
("DSC") for certain allocated expenses of providing personal services
and/or maintaining shareholder accounts to (a) shareholders of each series
of the Fund or class of Fund shares set forth on Exhibit A hereto, as such
Exhibit may be revised from time to time, or (b) if no series or classes
are set forth on such Exhibit, shareholders of the Fund. The Plan is not
to be adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "Act"), and the fee under the Plan is intended to be
a "service fee" as defined in Article III, Section 26 (a "Service Fee"),
of the NASD Rules of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such information as
it deemed necessary to an informed determination as to whether a written
plan should be implemented and has considered such pertinent factors as it
deemed necessary to form the basis for a decision to use Fund assets for
such purposes.
In voting to approve the implementation of such a plan, the Board
has concluded, in the exercise of its reasonable business judgment and in
light of applicable fiduciary duties, that there is a reasonable
likelihood that the plan set forth below will benefit the Fund and its
shareholders.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall reimburse DSC an amount not to exceed an annual
rate of .25 of 1% of the value of the Fund's average daily net assets for
its allocated expenses of providing personal services to shareholders
and/or maintaining shareholder accounts; provided that, at no time, shall
the amount paid to DSC under this Plan, together with amounts otherwise
paid by the Fund, or each series or class identified on Exhibit A, as a
Service Fee under the NASD Rules, exceed the maximum amount then payable
under the NASD Rules as a Service Fee. The amount of such reimbursement
shall be based on an expense allocation methodology prepared by DSC
annually and approved by the Fund's Board or on any other basis from time
to time deemed reasonable by the Fund's Board.
2. For the purposes of determining the fees payable under this
Plan, the value of the net assets of the Fund or the net assets
attributable to each series or class of Fund shares identified on Exhibit
A, shall be computed in the manner specified in the Fund's charter
documents for the computation of the value of the Fund's net assets.
3. The Board shall be provided, at least quarterly, with a written
report of all amounts expended pursuant to this Plan. The report shall
state the purpose for which the amounts were expended.
4. This Plan will become effective immediately upon approval by a
majority of the Board members, including a majority of the Board members
who are not "interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan, pursuant to a vote cast in person at a meeting called for the
purpose of voting on the approval of this Plan.
5. This Plan shall continue for a period of one year from its
effective date, unless earlier terminated in accordance with its terms,
and thereafter shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the manner
provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the Board, provided that
any material amendments of the terms of this Plan shall become effective
only upon approval as provided in paragraph 4 hereof.
7. This Plan is terminable without penalty at any time by vote of a
majority of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial interest
in the operation of this Plan or in any agreements entered into in
connection with this Plan.
8. The obligations hereunder and under any related Plan agreement
shall only be binding upon the assets and property of the Fund and shall
not be binding upon any Board member, officer or shareholder of the Fund
individually.
Dated: December 14, 1994
Revised: September 11, 1996
Effective (as Revised): November 20, 1996
EXHIBIT A
Name of Class
Institutional Shares
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing
Agent, Custodian, Counsel and Independent Auditors" and to the use of
our report dated November 2, 1995, in this Registration Statement (Form
N-1A 33-16693) of Dreyfus Cash Management Plus, Inc.
ERNST & YOUNG LLP
New York, New York
September 17, 1996
DREYFUS CASH MANAGEMENT PLUS, INC.
SERVICE PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Fund") adopt a Service Plan(the "Plan") in
accordance with Rule 12b-1, promulgated under the Investment Company Act
of 1940, as amended (the "Act"). The Plan would pertain to each class set
forth on Exhibit A hereto, as such Exhibit may be revised from time to
time (each, a "Class"). Under the Plan, the Fund would (a) reimburse the
Fund's distributor (the "Distributor") for distributing the shares of each
Class (the payments in this clause (a) being referred to as "Distributor
Payments") and (b) pay The Dreyfus Corporation, Dreyfus Service
Corporation and any affiliate of either of them (collectively, "Dreyfus")
for advertising and marketing relating to each Class and for providing
certain services relating to shareholder accounts of each Class, such as
answering shareholder inquiries regarding the Fund and providing reports
and other information, and services related to the maintenance of
shareholder accounts("Servicing") (the payments in this clause (b) being
referred to as "Dreyfus Payments"). If this proposal is to be
implemented, the Act and said Rule 12b-1 require that a written plan
describing all material aspects of the proposed financing be adopted by
the Fund.
The Fund's Board, in considering whether the Fund should implement a
written plan, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written plan should
be implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets attributable to
each Class for such purposes.
In voting to approve the implementation of such a plan, the Board
members have concluded, in the exercise of their reasonable business
judgment and in light of their respective fiduciary duties, that there is
a reasonable likelihood that the plan set forth below will benefit the
Fund and holders of each Class.
The Plan: The material aspects of this Plan are as follows:
1. (a) The aggregate annual fee the Fund may pay under this Plan
for Distributor Payments and Dreyfus Payments (the "Aggregate Amount") in
respect to each Class is set forth on Exhibit A.
(b) The Fund shall reimburse the Distributor in respect of
Distributor Payments (the "Distributor Amount") an amount not to exceed
the annual rate set forth on Exhibit A for each Class.
(c) The Fund shall pay Dreyfus in respect of Dreyfus Payments an
annual fee equal to the difference between the Aggregate Amount and the
Distributor Amount for such year.
(d) Each of the Distributor and Dreyfus may pay one or more
securities dealers, financial institutions (which may include banks) or
other industry professionals, such as investment advisers, accountants and
estate planning firms (severally, a "Service Agent"), a fee in respect of
shares of each Class owned by investors with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or
holder of record. Each of the Distributor and Dreyfus shall determine the
amounts to be paid to the Service Agents to which it will make payments
under this Plan and the basis on which such payments will be made.
Payments to a Service Agent are subject to compliance by the Service Agent
with the terms of any related Plan agreement between the Service Agent and
the Distributor or Dreyfus, as the case may be. The fee payable for
Servicing is intended to be a "service fee" as defined in Article III,
Section 26 of the NASD Rules of Fair Practice.
2. For the purposes of determining the fees payable under this
Plan, the value of the Fund's net assets attributable to each Class shall
be computed in the manner specified in the Fund's charter documents as
then in effect for the computation of the value of the Fund's net assets
attributable to such Class.
3. The Fund's Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. As to each Class, this Plan will become effective upon approval
by a) holders of a majority of the outstanding shares of such Class, and
(b) a majority of the Board members, including a majority of the Board
members who are not "interested persons" (as defined in the Act) of the
Fund and have no direct or indirect financial interest in the operation of
this Plan or in any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the purpose of
voting on the approval of this Plan.
5. This Plan shall continue for a period of one year from its
effective date, unless earlier terminated in accordance with its terms,
and thereafter shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the manner
provided in paragraph 4(b) hereof.
6. As to each Class, this Plan may be amended at any time by the
Fund's Board, provided that (a) any amendment to increase materially the
costs which such class may bear pursuant to this Plan shall be effective
only upon approval by a vote of the holders of a majority of the
outstanding shares of such Class, and (b) any material amendments of the
terms of this Plan shall become effective only upon approval as provided
in paragraph 4(b) hereof.
7. As to each Class, this Plan is terminable without penalty at
any time by (a) vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in the operation of this Plan or in
any agreements entered into in connection with this Plan, or (b) vote of
the holders of a majority of the outstanding shares of such Class.
8. The obligations hereunder and under any related Plan agreement
shall only be binding upon the assets and property of the Fund and shall
not be binding upon any Board member, officer or shareholder of the Fund
individually.
Dated: May 24, 1994
Revised: September 11, 1996
Effective (as Revised): November 20, 1996
EXHIBIT A
Fee as a percentage of average the
Name of Class daily net assets of the Class
Administrative Shares .10%
Investor Shares .25%
Participant Shares .40%
THE DREYFUS FAMILY OF FUNDS
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that the Board of an investment company
desiring to offer multiple classes pursuant to said Rule adopt a plan
setting forth the separate arrangement and expense allocation of each
class, and any related conversion features or exchange privileges.
The Board, including a majority of the non-interested Board
members, of each of the investment companies, or series thereof, listed on
Schedule A attached hereto (each, a "Fund") which desires to offer
multiple classes has determined that the following plan is in the best
interests of each class individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided into
Institutional Shares, Administrative Shares, Investor Shares and
Participant Shares.
2. Differences in Services: The services offered to
shareholders of each Class shall be substantially the same, except for
certain services provided to holders of Administrative Shares, Investor
Shares and Participant Shares pursuant to a Service Plan.
3. Differences in Distribution Arrangements: Each Class of
shares shall be offered at net asset value to institutional investors,
particularly banks, acting for themselves or in a fiduciary, advisory,
agency, custodial or similar capacity. No Class shall be subject to any
front-end or contingent deferred sales charges.
Administrative Shares, Investor Shares and Participant Shares
shall be subject to an annual distribution and service fee at the rate set
forth in Schedule B attached hereto, pursuant to a Service Plan adopted
in accordance with Rule 12b-1 under the 1940 Act.
Institutional Shares shall be subject to an annual service fee at
the rate of up to .25% of the value of the average daily net assets of
Institutional Shares pursuant to a Shareholder Services Plan.
4. Expense Allocation. The following expenses shall be
allocated, to the extent practicable, on a Class-by-Class basis: (a) fees
under the Service Plan and Shareholder Services Plan; (b) printing and
postage expenses related to preparing and distributing materials, such as
shareholder reports, prospectuses and proxies, to current shareholders of
a specific Class; (c) the expense of administrative personnel and services
as required to support the shareholders of a specific Class; (d)
litigation or other legal expenses relating solely to a specific Class;
(e) transfer agent fees identified by the Fund's transfer agent as being
attributable to a specific Class; and (f) Board members' fees incurred as
a result of issues relating to a specific Class.
5. Exchange Privileges. Shares of a Class shall be exchangeable
only for (a) shares of the same Class of the investment companies listed
on Schedule C attached hereto and (b) shares of certain other investment
companies specified from time to time .
Dated: May 11, 1995
Revised: September 11, 1996
Effective (as Revised): November 20, 1996
SCHEDULE A
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
SCHEDULE B
Fee as a percentage of average the
Name of Class daily net assets of the Class
Administrative Shares .10%
Investor Shares .25%
Participant Shares .40%
SCHEDULE C
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Institutional Short Term Treasury Fund
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth A. Bachman,
Marie E. Connolly, Richard W. Ingram and John E. Pelletier and each of
them, with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all
amendments to the Registration Statement of Dreyfus Cash Management Plus,
Inc. (including post-effective amendments and amendments thereto), and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
_______________________________________
July 26, 1996
/s/David W. Burke
David W. Burke
/s/Isabel P. Dunst
Isabel P. Dunst
/s/Lyle E. Gramley
Lyle E. Gramley
/s/Warren B. Rudman
Warren B. Rudman
Other Exhibit
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth A. Bachman,
Douglas C. Conroy, Richard W. Ingram, Mary A. Nelson and John E. Pelletier
and each of them, with full power to act without the other, his or her
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments to the Registration Statement of Dreyfus Cash
Management Plus, Inc. (including post-effective amendments and amendments
thereto), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
August 2, 1996
_________________________________
Marie E. Connolly, President
ASSISTANT SECRETARY'S CERTIFICATION
I, ELIZABETH A. BACHMAN, Assistant Secretary of Dreyfus Cash
Management Plus, Inc. (the "Fund") hereby certify that the following
resolution was adopted by the Board of the Fund authorizing the signing by
Elizabeth A. Bachman, Marie E. Connolly, Richard W. Ingram and John E.
Pelletier on behalf of the proper officers of the Fund pursuant to a power
of attorney:
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto may be signed
by any one of Elizabeth A. Bachman, Marie E. Connolly,
Richard W. Ingram and John E. Pelletier, as the
attorney-in-fact for the proper officers of the Fund,
with full power of substitution and resubstition; and
that the appointment of each of such persons as such
attorney-in-fact hereby is authorized and approved;
and that such attorneys-in-fact, and each of them,
shall have full power and authority to do and perform
each and every act and thing requisite and necessary
to be done in connection with such Registration
Statement and any and all amendments and supplements
thereto, as whom he or she is acting as attorney-in-
fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto set my hand as Assistant
Secretary of the Fund and affixed the Corporate seal this 2st day of
August, 1996.
Elizabeth A. Bachman
Assistant Secretary
(SEAL)
