DREYFUS TREASURY PRIME CASH MANAGEMENT
CLASS A AND CLASS B SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
JUNE 27, 1994
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus Treasury Prime Cash Management (the "Fund"), dated June 27, 1994 as it
may be revised from time to time. To obtain a copy of the Fund's Prospectus,
please write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or, in the case of institutional investors, call the following
numbers:
Outside New York State -- Call Toll Free 1-800-346-3621
In New York State -- Call 1-718-895-1650
Individuals or entities for whom institutions may purchase or redeem
Fund shares may write to the Fund at the above address or call toll free
1-800-554-4611 to obtain a copy of the Fund's Prospectus.
The Dreyfus Corporation (the "Manager") serves as the Fund's investment
adviser.
Dreyfus Service Corporation (the "Distributor"), a wholly-owned
subsidiary of the Manager, is the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . B-3
Management Agreement. . . . . . . . . . . . . . . . . . . B-6
Purchase of Fund Shares . . . . . . . . . . . . . . . . . B-7
Service Plan (Class B Only) . . . . . . . . . . . . . . . B-8
Shareholder Services Plan (Class A Only). . . . . . . . . B-9
Redemption of Fund Shares . . . . . . . . . . . . . . . . B-9
Determination of Net Asset Value. . . . . . . . . . . . . B-10
Portfolio Transactions. . . . . . . . . . . . . . . . . . B-11
Investor Services . . . . . . . . . . . . . . . . . . . . B-12
Dividends, Distributions and Taxes. . . . . . . . . . . . B-13
Yield Information . . . . . . . . . . . . . . . . . . . . B-13
Information About the Fund. . . . . . . . . . . . . . . . B-14
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . B-14
Financial Statements. . . . . . . . . . . . . . . . . . . B-15
Report of Independent Auditors. . . . . . . . . . . . . . B-22
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Description of the Fund."
Investment Restrictions
The Fund has adopted the following restrictions as fundamental
policies. These restrictions cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940
(the "Act")) of the Fund's outstanding shares. 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 from banks for temporary or emergency (not
leveraging) purposes in an amount up to 5% 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.
3. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except in an amount up to 10% of the value of its total assets but only to
secure borrowings for temporary or emergency purposes.
4. Sell securities short or purchase securities on margin.
5. Write or purchase put or call options or combinations thereof.
6. Underwrite the securities of other issuers or purchase securities
subject to restrictions on disposition under the Securities Act of 1933
(so-called "restricted securities").
7. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
8. Make loans to others except through the purchase of debt
obligations referred to in the Prospectus.
9. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such limitation
on investments in obligations issued and guaranteed by the U.S. Government.
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.
If a percentage restriction is adhered to at the time of investment, a
later increase 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
Trustees 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 Trustee who is deemed to be an "interested person" of the
Fund, as defined in the Act, is indicated by an asterisk.
Trustees and Officers of the Fund
*DAVID W. BURKE, Trustee. Vice President and Chief Administrative Officer
of the Manager since October 1990 and an officer, director or trustee
of other investment companies advised or administered by the Manager.
From 1977 to 1990, he was involved in the management of national
television news, as Vice President and Executive Vice President of ABC
News, and subsequently as President of CBS News. His address is 200
Park Avenue, New York, New York 10166.
*JOSEPH S. DiMARTINO, Trustee, President and Investment Officer. President,
Chief Operating Officer and a Director of the Manager, Executive Vice
President and a Director of the Distributor and an officer, director or
trustee of other investment companies advised or administered by the
Manager. He is also a director of Noel Group, Inc., Vice President and
former Treasurer and Director of the National Muscular Dystrophy
Association and a Trustee of Bucknell University. His address is
200 Park Avenue, New York, New York 10166.
ISABEL P. DUNST, Trustee. 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. She is also a Trustee of the
Client Security Fund of the District of Columbia Bar and a Trustee of
Temple Sinai. Her address is c/o Hogan & Hartson, Columbia Square, 555
Thirteenth Street, N.W., Washington, D.C. 20004-1109.
LYLE E. GRAMLEY, Trustee. 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, a
director of CWM Mortgage Holdings, Inc. From 1980 to 1985, member of
the Board of Governors of the Federal Reserve System. His address is
12901 Three Sisters Road, Potomac, Maryland 20854.
WARREN B. RUDMAN, Trustee. Since January 1993, Partner in the law firm of
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. Also, since January 1993, Mr. Rudman has served as
Deputy Chairman of the Federal Reserve Bank of Boston and as a
director of Chubb Corporation and Raytheon Company. He has served as
Vice Chairman of the President's Foreign Intelligence Advisory Board
since January 1993. 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. His address is 1615 L Street, N.W., Suite 1300,
Washington D.C. 20036.
Each of the "non-interested" Trustees is also a trustee of Dreyfus Cash
Management, Dreyfus Government Cash Management, Dreyfus Municipal Cash
Management Plus, Dreyfus New York Municipal Cash Management, Dreyfus Tax
Exempt Cash Management and Dreyfus Treasury Cash Management, and a director
of Dreyfus Cash Management Plus, Inc. Mr. Rudman is also a trustee of
Dreyfus BASIC U.S. Government Money Market Fund, Dreyfus California
Intermediate Municipal Bond Fund, Dreyfus Connecticut Intermediate
Municipal Bond Fund, Dreyfus Massachusetts Intermediate Municipal Bond Fund,
Dreyfus New Jersey Intermediate Municipal Bond Fund, Dreyfus Pennsylvania
Intermediate Municipal Bond Fund, Dreyfus Strategic Income and Dreyfus
Strategic Investing, and a director of Dreyfus BASIC Money Market Fund, Inc.
and Dreyfus Strategic Governments Income, Inc.
For so long as the Fund's plans described in the sections captioned
"Service Plan" and "Shareholder Services Plan" remain in effect, the
Trustees of the Fund who are not "interested persons" of the Fund, as
defined in the Act, will be selected and nominated by the Trustees who are
not "interested persons" of the Fund.
The Fund does not pay any remuneration to its officers and Trustees
other than fees and expenses to Trustees who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of the
Manager, which totalled $9,854 for the fiscal year ended February 28, 1994 for
all such Trustees as a group.
Each Trustee, except Mr. Burke, was elected at a meeting of
shareholders held on September 14, 1993. No further meetings of
shareholders will be held for the purpose of electing Trustees unless and
until such time as less than a majority of the Trustees holding office have
been elected by shareholders, at which time the Trustees then in office will
call a shareholders' meeting for the election of Trustees. Under the Act,
shareholders of record of not less than two-thirds of the outstanding shares
of the Fund may remove a Trustee through a declaration in writing or by vote
cast in person or by proxy at a meeting called for that purpose. Under the
Fund's Agreement and Declaration of Trust, the Trustees are required to call
a meeting of shareholders for the purpose of voting upon the question of
removal of any such Trustee when requested in writing to do so by the
holders of record of not less than 10% of the Fund's outstanding shares.
Officers of the Fund Not Listed Above
ELIE M. GENADRY, Senior Vice President. Vice President--Institutional Sales
of the Manager, Executive Vice President of the Distributor and an
officer of other investment companies advised or administered by the
Manager.
PATRICIA A. LARKIN, Senior Vice President and Investment Officer. An
employee of the Manager and an officer of other investment companies
advised and administered by the Manager.
DONALD A. NANFELDT, Senior Vice President. Executive Vice President of the
Distributor and an officer of other investment companies advised and
administered by the Manager.
BARBARA L. KENWORTHY, Vice President and Investment Officer. An employee of
the Manager and an officer of other investment companies advised and
administered by the Manager.
DANIEL C. MACLEAN, Vice President. Vice President and General Counsel of
the Manager, Secretary of the Distributor and an officer of other
investment companies advised or administered by the Manager.
JEFFREY N. NACHMAN, Vice President -- Financial. Vice President -- Mutual
Fund Accounting of the Manager and an officer of other investment
companies advised or administered by the Manager.
JOHN J. PYBURN, Treasurer. Assistant Vice President of the Manager and an
officer of other investment companies advised or administered by the
Manager.
MARK N. JACOBS, Secretary. Secretary and Deputy General Counsel of the
Manager and an officer of other investment companies advised or
administered by the Manager.
THOMAS DURANTE, Controller. An employee of the Manager and an officer of
other investment companies advised or administered by the Manager.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of the Manager,
the Distributor and other investment companies advised or administered
by the Manager.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York
10166.
Trustees and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of beneficial interest outstanding on June 3, 1994.
The following shareholders are known by the Fund to own of record 5% or
more of the Fund's Class B shares of beneficial interest outstanding on June
3, 1994: (1) Kinco and Company, 1 Hanson Place, Brooklyn, New York 11243-
0101 (79.1%); and (2) Republic Bank California, N.A., 16311 Ventura
Boulevard, Encino, California 91436-2124 (15.8%). A shareholder who
beneficially owns, directly or indirectly, more than 25% of the Fund's
voting securities may be deemed a "control person" (as defined in the Act)
of the Fund.
The following persons are also officers and/or directors of the
Manager: Howard Stein, Chairman of the Board and Chief Executive Officer;
Julian M. Smerling, Vice Chairman of the Board of Directors; Alan M. Eisner,
Vice President and Chief Financial Officer; Robert F. Dubuss, Vice President;
Peter A. Santoriello, Vice President; Kirk V. Stumpp, Vice President--New
Product Development; Philip L. Toia, Vice President; Katherine C. Wickham,
Assistant Vice President-- Human Resources; Maurice Bendrihem, Controller; and
Mandell L. Berman, Alvin E. Friedman, Lawrence M. Greene, Abigail Q. McCarthy
and David B. Truman, directors.
MANAGEMENT AGREEMENT
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Management of the Fund."
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated December 8, 1988 with the Fund, which is
subject to annual approval by (i) the Fund's Board of Trustees or (ii) vote
of a majority (as defined in the Act) of the outstanding voting securities
of the Fund, provided that in either event the continuance also is approved
by a majority of the Trustees who are not "interested persons" (as defined
in the Act) of the Fund or the Manager, by vote cast in person at a meeting
called for the purpose of voting on such approval. The Agreement was
approved by shareholders at a shareholders' meeting held on August 16, 1990.
The Board of Trustees, including a majority of the Trustees who are not
"interested persons" of any party to the Agreement, voted to renew the
Agreement at a meeting held on May 24, 1994. The Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board of Trustees or by
vote of the holders of a majority of the Fund's outstanding voting 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
Act).
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 of Trustees. The Manager is responsible for investment decisions, and
provides the Fund with Investment Officers who are authorized by the Board
of Trustees to execute purchases and sales of securities. The Fund's
Investment Officers are Joseph S. DiMartino, Barbara L. Kenworthy, Bernard
Kiernan and Patricia A. Larkin. The Manager also maintains a research
department with a professional staff of portfolio managers and 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 of Trustees' review at the meeting subsequent to such transactions.
The Manager pays the salaries of all officers and employees employed by
both it and the Fund, maintains office facilities, and furnishes statistical
and research data, clerical help, accounting, data processing, bookkeeping and
internal auditing and certain other required services. 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 February 28/29, 1992, 1993 and 1994 were $5,996,677, $9,447,651 and
$9,696,382, respectively, which amounts were reduced pursuant to
undertakings by the Manager, resulting in net management fees paid for such
fiscal years of $4,609,872, $7,550,056 and $8,802,507, respectively.
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 those
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 Fund expenses: (i) the management fee payable by the Fund
monthly at the annual rate of .20 of 1% of the Fund's average daily net
assets and (ii) as to Class B shares only, payments made at the annual rate
of .25 of 1% of the value of the average daily net assets of Class B
pursuant to the Fund's 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 the expense limitation of any state having jurisdiction over the
Fund, the Fund may deduct from the payment to be made to the Manager under
the Agreement, or the Manager will bear, such excess expense to the extent
required by state law. 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.
PURCHASE OF FUND SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Buy Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor also
acts as distributor for the other funds in the Dreyfus Family of Funds and for
certain other investment companies.
Using Federal Funds. The Shareholder Services Group, 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 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 Transfer Agent. In some states,
banks or other financial institutions effecting transactions in Fund shares may
be required to register as dealers pursuant to state law.
SERVICE PLAN
(CLASS B ONLY)
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Service Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 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 of Trustees has adopted
such a plan (the "Service Plan") with respect to the
Fund's Class B shares, pursuant to which the Fund pays the Distributor for
advertising, marketing and distributing Class B shares and for the provision
of certain services to the holders of Class B shares. Under the Service Plan,
the Distributor 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 of Trustees believes that there is a reasonable likelihood that the
Service Plan will benefit the Fund and the holders of Class B 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
Trustees for their review. In addition, the Service Plan provides that it
may not be amended to increase materially the costs which holders of Class B
shares may bear pursuant to the Service Plan without the approval of the
holders of Class B shares and that other material amendments of the Service
Plan must be approved by the Board of Trustees, and by the Trustees 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 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 of
the Trustees cast in person at a meeting called for the purpose of voting on
the Service Plan. The Service Plan was so approved by the Trustees at a
meeting held May 24, 1994. The Service Plan may be terminated at any time
by vote of a majority of the Trustees 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 Class B shares.
For the period January 10, 1994 (commencement of the initial offering
of Class B shares) through February 28, 1994, $22,983 was charged to the
Fund with respect to Class B pursuant to the Service Plan.
SHAREHOLDER SERVICES PLAN
(CLASS A ONLY)
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Shareholder Services Plan."
The Fund has adopted a Shareholder Services Plan (the "Plan") pursuant
to which the Fund has agreed to reimburse the Distributor for certain allocated
expenses of providing personal services and/or maintaining shareholder accounts
with respect to Class A shares only. 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
Trustees for their review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Trustees, and by the
Trustees who are not "interested persons" (as defined in the
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 of the Trustees cast in person at a meeting called
for the purpose of voting on the Plan. The Plan was so approved at a meeting
held on February 24, 1994. The Plan is terminable at any time by vote of a
majority of the Trustees who are not "interested persons" and have no direct
or indirect financial interest in the operation of the Plan.
For the period from May 25, 1993 (effective date of the Plan) through
February 28, 1994, $269,488 was paid by the Fund with respect to Class A
pursuant to the Plan.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "How to Redeem Fund 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 the Distributor receives the redemption request in proper
form at its New York office by Noon, New York time, or at
its Los Angeles office 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 also 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 shareholder of record, limited in
amount during any 90-day period to the lesser of $250,000 or 1% of the value of
the Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of
such amount, the Board of Trustees 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 entitled "How to Buy
Fund 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 Board of Trustees 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 Board of Trustees, at such intervals as it deems appropriate, to determine
whether the Fund's net asset value calculated by using available market
quotations or market equivalents deviates from $1.00 per
share based on amortized cost. In such review, investments for
which market quotations are readily available will be valued at the most recent
bid price or yield equivalent for such securities or for securities of
comparable maturity, quality and type, as obtained from one or
more of the major market makers for the securities to be valued.
Other investments and assets will be valued at fair value as determined in good
faith by the Board of Trustees.
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 Board of Trustees. If
such deviation exceeds 1/2 of 1%, the Board of Trustees
will consider promptly what action, if any, will be initiated. In
the event the Board of Trustees determines that a deviation exists which may
result in material dilution or other unfair results to
investors or existing shareholders, it has agreed to take such
corrective action as it regards as necessary and appropriate including:
selling portfolio instruments prior to maturity to realize
capital gains or losses or to shorten average portfolio maturity;
withholding dividends or paying distributions from capital or capital gains;
redeeming shares in kind; or establishing a net asset
value per share by using available market quotations or market
equivalents.
New York Stock Exchange 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.
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 include a
concession paid by the issuer to the underwriter and the purchase
price paid to, and sale 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
Investment Officers 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 manages 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.
INVESTOR SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Investor
Services."
Exchange Privilege. By using this Privilege, the investor
authorizes the Distributor 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
Distributor 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.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange
Privilege permits an investor to purchase, in exchange for shares
of the Fund, shares of Dreyfus Cash Management, Dreyfus
Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Municipal Cash Management Plus, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management or Dreyfus Treasury Cash
Management. This Privilege is available only for existing accounts. Shares
will be exchanged on the basis of relative net asset value. Enrollment
in or modification or cancellation of this Privilege is effective
three business days following notification by the investor. An investor will
be notified if its account falls below the amount designated under this
Privilege. In this case, an investor's account will fall to zero unless
additional investments are made in excess of the designated amount
prior to the next Auto-Exchange transaction. Shares in certificate
form are not eligible for this Privilege.
The Exchange Privilege and 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 Exchange Privilege or 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 entitled
"Dividends, Distributions and Taxes."
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain or loss. However,
all or a portion of any gains realized from the sale or other
disposition of certain market discount bonds will be treated as
ordinary income under Section 1276 of the Internal Revenue Code
of 1986, as amended.
YIELD INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Yield
Information."
For the seven-day period ended February 28, 1994, the Fund's
yield and effective yield with respect to Class A shares were
3.06% and 3.11%, respectively, and with respect to Class B shares
were 2.81% and 2.85%, respectively. 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.
Tax equivalent yield is computed by dividing that portion of
the current yield (calculated as described above) which is tax exempt by 1
minus a stated tax rate and adding the quotient to that portion, if any, of the
yield of the Fund that is not tax exempt.
From time to time, the Fund may use hypothetical tax
equivalent yields of charts in its advertising. These hypothetical yields or
charts will be used for illustrative purposes only
and are not indicative of the Fund's past or future performance.
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 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 mutual fund to be widely offered on a retail basis,
Dreyfus Liquid Assets, Inc. Money market mutual funds have
subsequently grown into a multibillion dollar industry.
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 June 3, 1994, the total net
assets of the Dreyfus Cash Management Funds amounted to
approximately $16 billion.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New
York 10286, is the Fund's custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence, Rhode Island
02940-9671, is the Fund's transfer and dividend disbursing agent. First
Interstate Bank of California, 707 Wilshire Boulevard,
Los Angeles, California 90017, is the Fund's sub-custodian. The
Bank of New York, The Shareholder Services Group, Inc. and First Interstate
Bank of California 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 of beneficial interest being sold pursuant to the Fund's Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as independent auditors of the Fund.
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF INVESTMENTS FEBRUARY 28, 1994
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. TREASURY BILLS-85.4% PURCHASE AMOUNT VALUE
--------- ------------ --------------
<S> <C> <C> <C> <C>
3/3/94..................................................................... 3.11% $130,852,000 $ 130,829,754
3/10/94.................................................................... 3.15 159,467,000 159,343,866
3/17/94.................................................................... 3.11 107,540,000 107,393,813
3/24/94.................................................................... 3.10 24,837,000 24,788,602
4/7/94..................................................................... 3.14 159,334,000 158,828,036
4/14/94.................................................................... 3.14 102,270,000 101,884,021
4/21/94.................................................................... 3.19 140,755,000 140,129,558
4/28/94.................................................................... 3.28 230,285,000 229,082,109
5/5/94..................................................................... 3.22 401,161,000 398,851,666
5/12/94.................................................................... 3.27 409,790,000 407,149,702
5/19/94.................................................................... 3.29 206,218,000 204,744,800
5/26/94.................................................................... 3.34 267,504,000 265,399,348
6/2/94..................................................................... 3.24 272,496,000 270,250,508
6/16/94.................................................................... 3.25 125,000,000 123,811,111
6/23/94.................................................................... 3.28 366,348,000 362,597,156
6/30/94.................................................................... 3.24 7,051,000 6,975,518
7/7/94..................................................................... 3.18 12,503,000 12,363,856
7/14/94.................................................................... 3.19 127,991,000 126,482,780
7/21/94.................................................................... 3.15 162,321,000 160,336,225
7/28/94.................................................................... 3.22 176,778,000 174,461,505
8/4/94..................................................................... 3.44 36,690,000 36,152,614
8/18/94.................................................................... 3.45 50,000,000 49,198,403
8/25/94.................................................................... 3.28 118,046,000 116,179,728
12/15/94................................................................... 3.44 74,913,000 72,907,381
--------------
TOTAL U.S. TREASURY BILLS (cost $3,840,142,060)................................ $3,840,142,060
==============
U.S. TREASURY NOTES-14.2%
5.75%, 3/31/94............................................................. 3.21% $ 23,885,000 $ 23,932,698
8.50%, 3/31/94............................................................. 3.14 200,000,000 200,860,713
5.375%, 4/30/94............................................................ 3.31 190,040,000 190,656,357
7.00%, 5/15/94............................................................. 3.31 50,000,000 50,373,912
13.125%, 5/15/94........................................................... 3.36 100,000,000 101,974,218
4.25%, 7/31/94............................................................. 3.51 17,733,000 17,784,076
8.625%, 8/15/94............................................................ 3.23 50,000,000 51,213,237
--------------
TOTAL U.S. TREASURY NOTES (cost $636,795,211).................................. $ 636,795,211
==============
TOTAL INVESTMENTS (cost $4,476,937,271)................................ 99.6% $4,476,937,271
====== ==============
CASH AND RECEIVABLES (NET)............................................. .4% $ 19,124,046
====== ==============
NET ASSETS............................................................. 100.0% $4,496,061,317
====== ==============
See notes to financial statements.
DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES FEBRUARY 28, 1994
ASSETS:
Investments in securities, at value-Note 1(a).............................. $4,476,937,271
Cash....................................................................... 3,715,062
Interest receivable........................................................ 16,147,941
--------------
4,496,800,274
LIABILITIES:
Due to The Dreyfus Corporation............................................. $ 722,548
Accrued expenses and other liabilities..................................... 16,409 738,957
----------- --------------
NET ASSETS $4,496,061,317
==============
REPRESENTED BY:
Paid-in capital............................................................ $4,496,061,347
Accumulated net realized (loss) on investments............................. (30)
--------------
NET ASSETS at value............................................................ $4,496,061,317
==============
Shares of Beneficial Interest Outstanding:
Class A Shares
(unlimited number of $.001 par value shares authorized)................ 4,442,145,103
==============
Class B Shares
(unlimited number of $.001 par value shares authorized)................ 53,916,244
==============
NET ASSET VALUE per share:
Class A Shares
($4,442,145,273 / 4,442,145,103 shares)................................ $1.00
=====
Class B Shares
($53,916,044 / 53,916,244 shares)...................................... $1.00
=====
STATEMENT OF OPERATIONS YEAR ENDED FEBRUARY 28, 1994
INVESTMENT INCOME:
INTEREST INCOME............................................................ $ 154,391,031
EXPENSES:
Management fee-Note 2(a)............................................... $ 9,696,382
Shareholder servicing costs-Note 2(c).................................. 396,801
Custodian fees......................................................... 322,271
Registration fees...................................................... 59,702
Professional fees...................................................... 37,755
Distribution fees (Class B Shares)-Note 2(b)........................... 22,983
Trustees' fees and expenses-Note 2(d).................................. 9,854
Prospectus and shareholders' reports................................... 6,885
Miscellaneous.......................................................... 61,178
-----------
10,613,811
Less-reduction in management fee due to undertaking-Note 2(a).......... 893,875
-----------
TOTAL EXPENSES................................................. 9,719,936
--------------
INVESTMENT INCOME-NET.......................................................... 144,671,095
NET REALIZED GAIN ON INVESTMENTS-Note 1(b)..................................... 8,759
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 144,679,854
==============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED FEBRUARY 28,
----------------------------------
1993 1994
--------------- ---------------
OPERATIONS:
<S> <C> <C>
Investment income-net...................................................... $ 163,140,987 $ 144,671,095
Net realized gain (loss) on investments.................................... (8,789) 8,759
--------------- ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............... 163,132,198 144,679,854
--------------- ---------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net:
Class A shares......................................................... (163,140,987) (144,415,343)
Class B shares......................................................... __ (255,752)
Net realized gain on investments:
Class A shares......................................................... (125,304) __
Class B shares......................................................... __ __
--------------- ---------------
TOTAL DIVIDENDS.................................................... (163,266,291) (144,671,095)
--------------- ---------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares......................................................... 24,297,991,747 25,962,654,577
Class B shares......................................................... __ 164,246,168
Dividends reinvested:
Class A shares......................................................... 49,990,604 45,793,849
Class B shares......................................................... __ 88,695
Cost of shares redeemed:
Class A shares......................................................... (23,782,067,205) (26,567,811,089)
Class B shares......................................................... __ (110,418,619)
--------------- ---------------
INCREASE (DECREASE) IN NET ASSETS FROM BENEFICIAL INTEREST TRANSACTIONS 565,915,146 (505,446,419)
--------------- ---------------
TOTAL INCREASE (DECREASE) IN NET ASSETS........................ 565,781,053 (505,437,660)
NET ASSETS:
Beginning of year.......................................................... 4,435,717,924 5,001,498,977
--------------- ---------------
End of year................................................................ $ 5,001,498,977 $ 4,496,061,317
=============== ===============
See notes to financial statements.
</TABLE>
DREYFUS TREASURY PRIME CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
Reference is made to page 2 of the Fund's Prospectus dated June 27, 1994.
DREYFUS TREASURY PRIME CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company.
Dreyfus Service Corporation ("Distributor") acts as the distributor of the
Fund's shares, which are sold to the public without a sales load. The
Distributor is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager").
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio
valuation and dividend and distribution policies to enable it to do so.
On July 14, 1993, the Fund's Board of Trustees approved an amendment
to the Fund's Agreement and Declaration of Trust to provide for the
issuance of additional classes of shares of the Fund. The amendment was
approved by Fund shareholders on January 6, 1994. Effective January 10,
1994, existing Fund shares were classified as Class A shares and an
unlimited number of Class B shares were authorized. The Fund began
offering both Class A and Class B shares on January 10, 1994. Class B
shares are subject to a Service Plan adopted pursuant to Rule 12b-1 under
the Act. Other differences between the two Classes include the services
offered to and the expenses borne by each Class and certain voting rights.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost,
which has been determined by the Fund's Board of Trustees to represent
the fair value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Interest income is recognized on the accrual basis. Cost of investments
represents amortized cost.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends from investment income-net on each business day. Such
dividends are paid monthly. Dividends from net realized capital gain are
normally declared and paid annually, but the Fund may make distributions
on a more frequent basis to comply with the distribution requirements of
the Internal Revenue Code. To the extent that net realized capital gain can
be offset by capital loss carryovers, if any, it is the policy of the Fund not
to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
At February 28, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
DREYFUS TREASURY PRIME CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .20 of 1%
of the average daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the
Manager should the Fund's aggregate expenses, exclusive of taxes, interest
on borrowings, brokerage commissions and extraordinary expenses, exceed
the expense limitation of any state having jurisdiction over the Fund for
any full fiscal year. The most stringent state expense limitation
applicable to the Fund presently requires reimbursement of expenses in
any full fiscal year that such expenses (excluding certain expenses as
described above) exceed 2 1/2% of the first $30 million, 2% of the next
$70 million and 1 1/2% of the excess over $100 million of the average
value of the Fund's net assets in accordance with California "blue sky"
regulations. However, the Manager had undertaken through January 9, 1994
to reduce the management fee paid by, or bear such excess expenses of the
Fund, to the extent that the Fund's aggregate expenses (excluding certain
expenses as described above) exceed an annual rate of .20 of 1% of the
average daily value of the Fund's net assets. The reduction in management
fee, pursuant to the undertaking, amounted to $893,875 for the period
from March 1, 1993 through January 9, 1994.
Effective January 10, 1994, the Manager, and not the Fund, is liable for
those expenses of the Fund (excluding certain expenses as described
above) other than management fee, and with respect to the Fund's Class B
shares, Rule 12b-1 Service Plan expenses.
The Manager may modify the existing undertaking provided that the
Fund's shareholders are given 90 days prior notice.
(B) Under the Service Plan ("Class B Service Plan") adopted pursuant to
Rule 12b-1 under the Act, effective January 10, 1994, the Fund pays the
Distributor, at an annual rate of .25 of 1% of the value of the Fund's Class
B shares average daily net assets, for costs and expenses in connection
with advertising, marketing and distributing Class B shares and for
providing certain services to holders of Class B shares. The Distributor
will make payments to one or more Service Agents (financial institutions,
securities dealers, or other industry
professionals) based on the value of the Fund's Class B shares owned by
clients of the Service Agent. From January 10, 1994 through February 28,
1994, $22,983 was charged to the Fund pursuant to the Class B Service
Plan.
(C) Pursuant to the Fund's Shareholder Services Plan ("Class A
Shareholder Service Plan"), the Fund reimburses the Distributor an amount
not to exceed an annual rate of .25 of 1% of the value of the Fund's average
daily net assets of Class A shares for servicing 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. During the period from March 1,
1993 through January 9, 1994, the Fund was charged an aggregate of
$269,488 pursuant to the Class A Shareholder Services Plan.
DREYFUS TREASURY PRIME CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(D) Certain officers and trustees of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each trustee
who is not an "affiliated person" receives an annual fee of $3,000 and an
attendance fee of $500 per meeting.
(E) On December 5, 1993, the Manager entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for the merger of the
Manager with a subsidiary of Mellon Bank Corporation ("Mellon").
Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of the Manager and of Mellon. The merger
is expected to occur in mid-1994, but could occur later.
As a result of regulatory requirements and the terms of the Merger
Agreement, the Manager will seek various approvals from the Fund's board
and shareholders before completion of the merger. Shareholder approval
will be solicited by a proxy statement.
DREYFUS TREASURY PRIME CASH MANAGEMENT
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS TREASURY PRIME CASH MANAGEMENT
We have audited the accompanying statement of assets and liabilities
of Dreyfus Treasury Prime Cash Management, including the statement of
investments, as of February 28, 1994, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended, and financial highlights
for each of the years indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of February 28, 1994 by
correspondence with the custodians. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Treasury Prime Cash Management at February 28,
1994, the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and the
financial highlights for each of the indicated years, in conformity with
generally accepted accounting principles.
(ERNST & YOUNG Signature Logo)
New York, New York
April 4, 1994
