- ----------------------------------------------------------------------------
PROSPECTUS JULY 3, 1995
As revised October 4, 1995
DREYFUS TREASURY PRIME CASH MANAGEMENT
- ----------------------------------------------------------------------------
DREYFUS TREASURY PRIME CASH MANAGEMENT (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET MUTUAL
FUND. ITS GOAL 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 FUND SHARES, TO THE EXTENT REQUIRED BY LAW.
BY THIS PROSPECTUS, THE FUND IS OFFERING CLASS A SHARES AND CLASS B
SHARES. CLASS A SHARES AND CLASS B SHARES ARE IDENTICAL, EXCEPT AS TO THE
SERVICES OFFERED TO AND THE EXPENSES BORNE BY EACH CLASS. CLASS B BEARS
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 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.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED JULY 3, 1995, WHICH
MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN
AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, 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. ALL MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL.
- ----------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.................... 2
Condensed Financial Information................... 3
Yield Information................................. 4
Description of the Fund........................... 5
Management of the Fund............................ 6
How to Buy Fund Shares............................ 7
Investor Services................................. 8
How to Redeem Fund Shares......................... 9
Service Plan...................................... 10
Shareholder Services Plan......................... 10
Dividends, Distributions and Taxes................ 10
General Information............................... 12
- ----------------------------------------------------------------------------
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>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
CLASS A CLASS B
SHARES SHARES
<S> <C> <C> <C> <C>
Management Fees...................................................... .20% .20%
12b-1 Fees (distribution and servicing) ............................. -- .25%
Total Fund Operating Expenses........................................ .20% .45%
EXAMPLE:
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) redemption at
the end of each time period:
CLASS A CLASS B
SHARES SHARES
1 Year.................................. $ 2 $ 5
3 Years................................. $ 6 $14
5 Years ................................ $11 $25
10 Years................................ $26 $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, THE FUND'S 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 various costs and expenses borne by the Fund, and therefore
indirectly by investors, the payment of which will reduce investors' return
on an annual basis. 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 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 Class B shares only,
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 Class B. Institutions
and certain Service Agents (as defined below) effecting transactions in Fund
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 Fund Shares," "Serv
ice Plan" and "Shareholder Services Plan."
Page 2
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of beneficial interest outstanding, total investment return, ratios to
average net assets and other supplemental data for each year indicated. This
information has been derived from the Fund's financial statements.
CLASS A SHARES
------------------------------------------------------------------------
FISCAL YEAR ENDED FEBRUARY 28/29,
------------------------------------------------------------------------
1989(1) 1990 1991 1992 1993 1994 1995
PER SHARE DATA: ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year.......... $1.0000 $1.0001 $.9999 $1.0001 $1.0000 $1.0000 $1.0000
------- ------ ------ ------- -------- ------- ------
INVESTMENT OPERATIONS:
Investment income_net ..................... .0147 .0833 .0755 .0552 .0349 .0298 .0431
Net realized gain (loss) on investments..... .0001 (.0001) .0002 -- -- -- --
------- ------ ------ ------- -------- ------- ------
TOTAL FROM INVESTMENT OPERATIONS............ .0148 .0832 .0757 .0552 .0349 .0298 .0431
------- ------ ------ ------- -------- ------- ------
DISTRIBUTIONS:
Dividends from investment income_net....... (.0147) (.0833) (.0755) (.0552) (.0349) (.0298) (.0431)
Dividends from net realized
gain on investments....................... -- (.0001) -- (.0001) -- -- --
------- ------ ------ ------- -------- ------- ------
TOTAL DISTRIBUTIONS......................... (.0147) (.0834) (.0755) (.0553) (.0349) (.0298) (.0431)
------- ------ ------ ------- -------- ------- ------
Net asset value, end of year................ $1.0001 $.9999 $1.0001 $1.0000 $1.0000 $1.0000 $1.0000
======== ======= ======= ======= ======= ======= =======
TOTAL INVESTMENT RETURN 8.44%(2) 8.67% 7.82% 5.67% 3.55% 3.02% 4.39%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..... .20%(2) .20% .20% .20% .20% .20% .20%
Ratio of net investment income
to average net assets...................... 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99% 4.31%
Decrease reflected in above expense ratios due to an
undertaking by The Dreyfus Corporation...... .30%(2) .10% .05% .05% .04% .02% --
======== ======= ======= ======= ======= ======= =======
Net Assets, end of year (000's omitted)..... $122,032 $409,870 $1,915,877 $4,435,718 $5,001,499 $4,442,145 $3,342,392
- ----------------------
(1)From December 27, 1988 (commencement of operations) to February 28, 1989.
(2)Annualized.
</TABLE>
Page 3
<TABLE>
<CAPTION>
CLASS B SHARES
-----------------------
YEAR ENDED FEBRUARY 28,
-----------------------
1994(1) 1995
------ ----
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year.............................................. $1.0000 $1.0000
------- --------
INVESTMENT OPERATIONS:
Investment income-net........................................................... 0.0038 .0406
Net realized gain (loss) on investments......................................... -- --
------- --------
TOTAL FROM INVESTMENT OPERATIONS................................................ 0.0038 .0406
------- --------
DISTRIBUTIONS:
Dividends from investment income-net............................................ (.0038) (.0406)
Dividends from net realized gain on investments................................. -- --
------- --------
TOTAL DISTRIBUTIONS............................................................. (.0038) (.0406)
------- --------
Net asset value, end of year.................................................... $1.0000 $1.0000
======= ========
TOTAL INVESTMENT RETURN........................................................... 2.77%(2) 4.13%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets......................................... .45%(2) .45%
Ratio of net investment income to average net assets............................ 2.78%(2) 4.26%
Decrease reflected in above expense
ratios due to an undertaking by The Dreyfus Corporation......................... -- --
Net Assets, end of year (000's Omitted)......................................... $53,916 $122,524
- ---------------------
(1)From January 10, 1994 (commencement of initial offering) to February 28, 1994.
(2)Annualized.
</TABLE>
YIELD INFORMATION
From time to time, the Fund advertises its yield and effective yield.
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 of the Fund refers to the income generated
by an investment in 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 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 may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Fund." Both yield
figures also take into account any applicable distribution and service fees.
As a result, at any given time, the performance of Class B should be expected
to be lower than that of Class A. See "Service Plan."
Yield information is useful in reviewing the Fund's performance, 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/Donoghue's Money
Fund ReportRegistration Mark, Morningstar, Inc. and other industry
publications.
Page 4
DESCRIPTION OF THE FUND
GENERAL _ By this Prospectus, two classes of shares of the Fund are being
offered _ Class A shares and Class B shares (each such class being referred
to as a "Class"). The Classes are identical, except that Class B shares are
subject to an annual distribution and service fee at the rate of .25% of the
value of the average daily net assets of Class B. The fee is payable for
advertising, marketing and distributing Class B shares and for ongoing
personal services relating to Class B shareholder accounts and services
related to the maintenance of such shareholder accounts pursuant to a Service
Plan adopted in accordance with Rule 12b-1 under the Investment Company Act
of 1940. See "Service Plan." The distribution and service fee paid by Class B
will cause such Class to have a higher expense ratio and to pay lower
dividends than Class A.
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE
ACCOUNT THE INSTITUTION MAY PURCHASE FUND SHARES. Such institutions have
agreed to transmit copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for whose account the
institution purchases Fund shares, to the extent required by law.
INVESTMENT OBJECTIVE _ The Fund's goal 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) of the 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 _ To achieve its goal, the Fund invests only in
securities issued and guaranteed as to principal and interest by the U.S.
Government. These securities include U.S. Treasury securities, which differ
in their interest rates, maturities and times of issuance. The Fund does not
invest in repurchase agreements, securities issued by agencies or
instrumentalities of the Federal government or any other type of money market
instrument or security.
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 Investment Company
Act of 1940, certain requirements of which are summarized as follows. 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. For further information regarding the
amortized cost method of valuing securities, see "Determination of Net Asset
Value" in the Fund's 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.
CERTAIN FUNDAMENTAL POLICY _ The Fund may borrow money from banks, but only
for temporary or emergency (not leveraging) purposes, in an amount up to 15%
of the value of the Fund's total assets (including the amount borrowed)
valued at the lesser of cost or market, less liabilities (not including the
amount borrowed) at the time the borrowing is made. While borrowings exceed
5% of the value of the Fund's total assets, the Fund will not make any
additional investments. This paragraph describes a fundamental policy that
cannot be changed without approval by the holders of a majority (as defined
in the Investment Company Act of 1940) of the Fund's outstanding voting
shares. See "Investment Objective and Management Policies _ Investment
Restrictions" in the Statement of Additional Information.
INVESTMENT CONSIDERATIONS _ The Fund attempts to increase yields by trading
to take advantage of short-term market variations. This policy is expected to
result in high portfolio turnover but should not adversely affect the Fund
since the Fund usually does not pay brokerage commissions when it purchases
U.S.
Page 5
Government securities. 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.
MANAGEMENT OF THE FUND
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 May 31, 1995, The Dreyfus Corporation managed or administered
approximately $76 billion in assets for more than 1.8 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 overall authority of the Fund's Board of Trustees 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
$200 billion in assets as of March 31, 1995, including approximately $72
billion in mutual fund assets. As of March 31, 1995, various subsidiaries of
Mellon provided non-investment services, such as custodial or administration
services, for approximately $ billion in assets, including approximately $67
billion in mutual fund assets.
For the fiscal year ended February 28, 1995, 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 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 Class B shares only, 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 Class B. See "Service Plan." The
Fund will not reimburse The Dreyfus Corporation for any amounts it may bear.
The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor is a wholly-owned subsidiary of FDI Distribution Services,
Inc., a provider of mutual fund administration services, which in turn is a
wholly-owned subsidiary of FDI Holdings, Inc., the parent company of which is
Boston Institutional Group, Inc.
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 (the "Transfer Agent"). The
Bank of New York, 90 Washington Street, New York, New York 10286, is the
Fund's Custodian. First Interstate Bank of California, 707 Wilshire
Boulevard, Los Angeles, California 90017, is the Fund's Sub-custodian (the
"Sub-custodian").
Page 6
HOW TO BUY FUND SHARES
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. 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 is $10,000,000, unless: (a) the
investor has invested at least $10,000,000 in the aggregate among the Fund,
Dreyfus Cash Management Plus, Inc., 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 Fund's Account Application. Management understands
that some Service Agents and other institutions may charge their clients fees
in connection with purchases for the accounts of their clients. These fees
would be in addition to any amounts which might be received under the Service
Plan. Service Agents may receive different levels of compensation for selling
different classes of shares. Each Service Agent has agreed to transmit to its
clients a schedule of such fees. 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.
Fund 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, investors should call Dreyfus Institutional Services
Division at one of the telephone numbers listed under "General Information"
in this Prospectus. For instructions concerning purchases and to determine
whether their computer facilities are compatible with the Fund's, investors
also should call one of the telephone numbers listed under "General
Information."
Fund 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 twice each
business day: at 12:00 Noon, New York time/9:00 a.m., California time, and as
of the close of trading on the floor of the New York Stock Exchange
(currently 4:00 p.m., New York time/l:00 p.m., California time) on each day
the New York Stock Exchange is open for business. Net asset value per share
of each class 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 Fund's 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
Page 7
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 in New York will become effective at the
price determined at 12:00 Noon, New York time, and the shares purchased will
receive the dividend on Fund shares declared on that day if such order is
placed by 12:00 Noon, New York time, and Federal Funds are received by the
Custodian by 4:00 p.m., New York time, on that day. A telephone order placed
in California will become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the dividend on Fund
shares 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 Fund's 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").
INVESTOR SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Class A or Class
B shares of the Fund, Class A or Class B shares of Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Institutional Short Term Treasury
Fund, 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, which have different
investment objectives or management policies that may be of interest to invest
ors. 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 being 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 Fund 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 numbers listed under
"General Information." Shares will be exchanged at the net asset value next
determined after receipt of an exchange request in proper form. 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. 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.
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 Class A or Class B shares of the Fund, in Class A or
Class B shares of Dreyfus Cash Management, Dreyfus Cash Management Plus,
Inc., 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 or Dreyfus
Treasury Cash Management, if the investor holds shares of such funds prior to
the exchange. 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
Page 8
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 writing 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. The exchange of shares of
one fund for shares of another 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. 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."
HOW TO REDEEM FUND SHARES
GENERAL _ Investors may request redemption of their shares at any time and
the shares will be redeemed at the next determined net asset value.
The Fund imposes no charges when 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 by the New
York office of Dreyfus Institutional Services Division by 12:00 Noon, New
York time, or by the Los Angeles office of Dreyfus Institutional Services
Division 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 by the New York or the
Los Angeles office, the shares will receive the dividend on the Fund's shares
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 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 Fund 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 such procedures are not
followed, 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 Transfer Agent or its agents by
telephone to request a redemption or exchange of Fund shares. In such cases,
investors should consider using the other redemption procedures described
herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Fund shares by wire
or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem 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
Fund's 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.
Page 9
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
one of the telephone numbers listed under "General Information" in this
Prospectus to determine whether their computer facilities are compatible and
to receive instructions for redeeming shares in this manner.
SERVICE PLAN
(Class B Only)
Class B shares are subject to a Service Plan adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940. Under the Service Plan, the
Fund (a) reimburses the Distributor for distributing Class B 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 Class B shares and
for providing certain services relating to Class B 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 Class B. Each of the Distributor and
Dreyfus may pay one or more Service Agents a fee in respect of the Fund's
Class B shares owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and Dreyfus determines the amounts, if
any, to be paid to Services 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.
SHAREHOLDER SERVICES PLAN
(Class A Only)
Class A 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 Class A for certain allocated expenses of providing personal
services to, and/or maintaining accounts of, Class A 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 accounts. Pursuant to an undertaking by The
Dreyfus Corporation described under "Management of the Fund," The Dreyfus
Corporation, and not the Fund, currently reimburses Dreyfus Service
Corporation for any such allocated expenses.
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. Fund 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 Fund shares at net asset value or, at the investor's option,
paid in cash. If an investor redeems all 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. 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 Investment Company Act of 1940. 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
Page 10
in additional Fund shares at net asset value. All expenses are accrued daily
and deducted before declaration of dividends to investors. Dividends paid by
each Class will be calculated at the same time and in the same manner and
will be of the same amount, except that the expenses attributable solely to
Class A or Class B will be borne exclusively by such Class. Class B shares
will receive lower per share dividends than Class A shares because of the
higher expenses borne by Class B. See "Annual Fund Operating Expenses."
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 for
Federal income tax purposes whether or not reinvested. No dividend paid by
the Fund will qualify for the dividends received deduction allowable to
certain U.S. corporations. Distributions from net realized long-term
securities gains of the Fund, if any, generally are taxable as long-term
capital gains for Federal income tax purposes if the beneficial holder of the
Fund shares is a citizen or resident of the United States, regardless of how
long shareholders have held their Fund shares and whether such distributions
are received in cash or reinvested in Fund 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 paid by the Fund derived from net investment income
attributable to interest from direct obligations of the United States
currently are not subject to state personal income tax. Dividends derived
from net investment income attributable to interest from other securities may
be subject to state personal income tax. Dividends paid by the Fund may be
subject to state and local corporate income and/or franchise taxes. In
certain jurisdictions, Fund shareholders may be subject to state and local tax
es with respect to ownership of Fund shares or distributions from the Fund.
Investors also should be aware that state and/or local taxes other than those
described above may be imposed on the Fund's dividends, distributions or
shares.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by 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 dividends and distributions will be
mailed to investors 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. In addition, the Fund intends to provide shareholders with a statement
which sets forth the percentage of dividends paid by the Fund which are
attributable to interest income from direct obligations of the United States.
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.
Page 11
Management of the Fund believes that the Fund has qualified for the
fiscal year ended February 28, 1995 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 non-deductible 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 organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts pursuant to an Agreement and
Declaration of Trust (the "Trust Agreement") dated February 16, 1987, and
commenced operations on December 27, 1988. The Fund is authorized to issue an
unlimited number of shares of beneficial interest, par value $.001 per share.
The Fund's shares are classified into two 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 Class B shares only, however, will be entitled to vote
on matters submitted to shareholders pertaining to the Service Plan.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Fund. However, the
Trust Agreement disclaims shareholder liability for acts or obligations of
the Fund and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Fund or a
Trustee. The Trust Agreement provides for indemnification from the Fund's
property for all losses and expenses of any shareholder held personally liable
for the obligations of the Fund. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its
obligations, a possibility which management believes is remote. Upon payment
of any liability incurred by the Fund, the shareholder paying such liability
will be entitled to reimbursement from the general assets of the Fund. The
Trustees intend to conduct the operations of the Fund in such a way so as to
avoid, as far as possible, ultimate liability of the shareholders for
liabilities of the Fund. As described under "Management of the Fund" in the
Statement of Additional Information, the Fund ordinarily will not hold
shareholder meetings; however, shareholders under certain circumstances may
have the right to call a meeting of shareholders for the purpose of voting to
remove Trustees.
The Transfer Agent maintains a record of each investor's ownership
and sends confirmations and statements of account.
Investor inquiries may be made by writing to 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 Fund 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
Trustees 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 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
Page 12
investment or other services then being provided by the bank. The Fund does
not expect that shareholders would suffer any adverse financial consequences
as a result of any of these occurrences.
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 13
DREYFUS
TREASURY PRIME
CASH MANAGEMENT
(LION)
COPYRIGHT LOGO DREYFUS SERVICE CORPORATION
761p9070395
