DREYFUS TREASURY PRIME CASH MANAGEMENT
N-30D, 1995-05-10
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LETTER TO SHAREHOLDERS
Dear Shareholder:
    Yields on short-term Government securities have continued to rise for the
past year, due to a combination of factors: the Federal Reserve Board's
campaign to curb inflation and the pressures of a robustly expanding economy.
    The returns over the last twelve months to investors in Dreyfus Treasury
Prime Cash Management reflect these developments.
    For the fiscal year ended February 28, 1995, the yield of the Fund's
Class A shares was 4.31%. After taking into account the effect of
compounding, the effective yield was 4.39%.* For Class B shares, the
corresponding yields were 4.06% and 4.13%.
    The actions of the Federal Reserve in raising interest rates seven times
during the past twelve months were instrumental in shaping the yield curve.
However, the role of the expanding U.S. economy cannot be underestimated. For
most of the year, there has been steady expansion in such critical
measurements as Gross Domestic Product, utilization of factory capacity,
production of automobiles, new housing and heavy construction.
    Recently, Federal Reserve Board Chairman Alan Greenspan hinted that the
Federal Reserve might be nearing the end of its prolonged cycle of boosting
interest rates. However, at just about the same time, the long term decline
of the dollar on foreign exchange markets picked up speed. By early March,
the U.S. dollar had hit historic lows in trading value against the Japanese
yen and the German mark. Several developments helped to bring this about: the
high cost to the U.S. for helping Mexico deal with its financial crisis, the
failure of Congress to pass a balanced budget amendment, and the resulting
uncertainty in Washington about plans to reduce the U.S. budget deficit.
    The dollar's weakness raised questions whether the Federal Reserve might
need to help the beleaguered "greenback" by raising interest rates again. In
deciding what course to pursue, the Federal Reserve would most certainly
analyze very carefully the outlook for the American economy. During the first
quarter of 1995, signs of economic growth continued, but at a somewhat slower
pace than in the fourth quarter of 1994. Offsetting more restrained
production statistics, however, were figures showing strong gains in the
creation of new jobs and continued decline in unemployment.
    On the price front, while consumer prices still showed low inflation,
price pressures were appearing at the intermediate manufacturing level.
    Our objective continues to be maximizing current yields without incurring
unnecessary market risk. The fact that all assets of this Fund are invested
in securities backed by the full faith and credit of the U.S. Government adds
an extra dimension of credit safety to your portfolio.
    We appreciate the opportunity to serve your investment goals and wish to
thank you for your confidence in Dreyfus investment management.
                              Sincerely,
                              (Patricia A. Larkin Signature Logo)
                              Patricia A. Larkin
                              Portfolio Manager
March 13, 1995
New York, N.Y.
*  Effective yield is based upon dividends declared daily and
   reinvested monthly.
<TABLE>
<CAPTION>



DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF INVESTMENTS                                                                             FEBRUARY 28, 1995
                                                                       ANNUALIZED
                                                                         YIELD ON
                                                                         DATE OF         PRINCIPAL
U.S. TREASURY BILLS-76.4%                                                PURCHASE         AMOUNT             VALUE
                                                                       ------------   --------------   ----------------
    <S>                                                                    <C>        <C>              <C>
    3/9/95.....................................................            5.68%      $  75,773,000    $     75,678,648
    3/16/95 ...................................................            5.54             955,000             952,823
    3/23/95 ...................................................            5.65         310,000,000         308,944,797
    4/6/95  ...................................................            5.61         298,460,000         296,803,775
    4/20/95 ...................................................            5.78          38,939,000          38,630,902
    4/27/95 ...................................................            5.84          95,611,000          94,743,683
    5/4/95  ...................................................            5.95         275,064,000         272,199,007
    5/11/95 ...................................................            5.88         407,850,000         403,236,278
    5/18/95 ...................................................            5.99         226,517,000         223,655,441
    5/25/95 ...................................................            5.96         400,500,000         394,978,903
    6/1/95  ...................................................            5.86         170,685,000         168,188,999
    6/8/95  ...................................................            6.31         100,000,000          98,318,375
    6/15/95 ...................................................            5.80          50,000,000          49,160,833
    7/27/95 ...................................................            6.32         100,000,000          97,481,944
    8/10/95 ...................................................            6.18          11,035,000          10,737,055
    8/17/95 ...................................................            6.06          16,520,000          16,063,605
    8/24/95 ...................................................            6.20         100,000,000          97,061,778
                                                                                                       ----------------
TOTAL U.S. TREASURY BILLS (cost $2,646,836,846)................                                          $2,646,836,846
                                                                                                       ================
U.S. TREASURY NOTES-25.5%
    3.88%, 5/1/95  ............................................            5.80%       $175,000,000     $   174,405,557
    5.88%, 5/15/95 ............................................            6.09         240,000,000         239,847,651
    8.50%, 5/15/95 ............................................            6.21         250,000,000         251,096,971
    4.13%, 5/31/95 ............................................            6.00          50,000,000          49,758,600
    4.25%, 7/31/95 ............................................            6.28          70,000,000          69,410,003
    4.63%, 8/15/95 ............................................            6.16         100,000,000          99,297,044
                                                                                                       ----------------
TOTAL U.S. TREASURY NOTES (cost $883,815,826)..................                                         $   883,815,826
                                                                                                       ================
TOTAL INVESTMENTS (cost $3,530,652,672)..............    101.9%                                          $3,530,652,672
                                                         ======                                        ================
LIABILITIES, LESS CASH AND RECEIVABLES...............     (1.9%)                                        $   (65,737,305)
                                                         ======                                        ================
NET ASSETS...........................................    100.0%                                          $3,464,915,367
                                                         ======                                        ================

                                                  See notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>

DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES                                                                   FEBRUARY 28, 1995
<S>                                                                                   <C>                <C>
ASSETS:
    Investments in securities, at value-Note 1(a)...........................                             $3,530,652,672
    Interest receivable.....................................................                                 13,549,127
                                                                                                       ----------------
                                                                                                          3,544,201,799
LIABILITIES:
    Due to The Dreyfus Corporation..........................................          $     557,523
    Due to Distributor......................................................                 22,920
    Due to Custodian........................................................             78,705,989          79,286,432
                                                                                      -------------    ----------------
NET ASSETS  ................................................................                             $3,464,915,367
                                                                                                       ================
REPRESENTED BY:
    Paid-in capital.........................................................                            $3,464,922,647
    Accumulated net realized (loss) on investments..........................                                   (7,280)
                                                                                                       ----------------
NET ASSETS at value ........................................................                             $3,464,915,367
                                                                                                       ================
Shares of Beneficial Interest Outstanding:
    Class A Shares
      (unlimited number of $.001 par value shares authorized)...............                              3,342,399,260
                                                                                                       ================
    Class B Shares
      (unlimited number of $.001 par value shares authorized)...............                                122,523,387
                                                                                                       ================
NET ASSET VALUE per share:
    Class A Shares
      ($3,342,391,743 / 3,342,399,260 shares)...............................                                      $1.00
                                                                                                                  =====
    Class B Shares
      ($122,523,624 / 122,523,387 shares)...................................                                      $1.00
                                                                                                                  =====

                                                   See notes to financial statements.

</TABLE>

<TABLE>
<CAPTION>


DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF OPERATIONS                                                                    YEAR ENDED FEBRUARY 28, 1995
<S>                                                                                      <C>               <C>
INVESTMENT INCOME:
    INTEREST INCOME.........................................................                               $169,998,176
    EXPENSES:
      Management fee-Note 2(a)..............................................             $7,620,458
      Distribution fees (Class B Shares)-Note 2(b)..........................                180,982
                                                                                       ------------
          TOTAL EXPENSES....................................................                                  7,801,440
                                                                                                         --------------
INVESTMENT INCOME--NET......................................................                                162,196,736
NET REALIZED (LOSS) ON INVESTMENTS-Note 1(b)................................                                     (7,250)
                                                                                                         --------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................                               $162,189,486
                                                                                                        ===============

See notes to financial statements.

</TABLE>

<TABLE>
<CAPTION>


DREYFUS TREASURY PRIME CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
                                                                                         YEAR ENDED FEBRUARY 28,
                                                                                 --------------------------------------
                                                                                          1994              1995
                                                                                 ------------------  ------------------
<S>                                                                               <C>                <C>
OPERATIONS:
    Investment income--net..............................................          $     144,671,095  $      162,196,736
    Net realized gain (loss) on investments.............................                      8,759              (7,250)
                                                                                 ------------------  ------------------
          NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..........                144,679,854         162,189,486
                                                                                 ------------------  ------------------
DIVIDENDS TO SHAREHOLDERS FROM;
    Investment income--net:
      Class A shares....................................................              (144,415,343)        (159,109,873)
      Class B shares....................................................                   (255,752)         (3,086,863)
                                                                                 ------------------  ------------------
          TOTAL DIVIDENDS...............................................               (144,671,095)       (162,196,736)
                                                                                 ------------------  ------------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
    Net proceeds from shares sold:
      Class A shares....................................................             25,962,654,577      27,082,964,680
      Class B shares....................................................                164,246,168         482,039,589
    Dividends reinvested:
      Class A shares....................................................                 45,793,849          55,571,693
      Class B shares....................................................                     88,695           1,175,693
    Cost of shares redeemed:
      Class A shares....................................................            (26,567,811,089)    (28,238,282,216)
      Class B shares....................................................               (110,418,619)       (414,608,139)
                                                                                 ------------------  ------------------
          (DECREASE) IN NET ASSETS FROM BENEFICIAL
            INTEREST TRANSACTIONS.......................................               (505,446,419)     (1,031,138,700)
                                                                                 ------------------  ------------------
            TOTAL (DECREASE) IN NET ASSETS..............................               (505,437,660)     (1,031,145,950)
NET ASSETS:
    Beginning of year...................................................              5,001,498,977       4,496,061,317
                                                                                 ------------------  ------------------
    End of year.........................................................           $  4,496,061,317    $  3,464,915,367
                                                                                 ==================  ==================

                                            See notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>


DREYFUS TREASURY PRIME CASH MANAGEMENT
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                      CLASS B SHARES
                                        -------------------------------------------------------    --------------------
                                                                                                       YEAR ENDED
                                                           FISCAL YEAR ENDED FEBRUARY,                FEBRUARY 28,
                                        -------------------------------------------------------    --------------------
PER SHARE DATA:                           1991      1992     1993     1994     1995     1994(1)            1995
                                        --------  -------  -------  -------  --------  --------           -------
    <S>                                 <C>       <C>      <C>      <C>       <C>       <C>               <C>
    Net asset value, beginning of year  $  .9999  $1.0001  $1.0000  $1.0000   $1.0000   $1.0000           $1.0000
                                        --------  -------  -------  -------  --------  --------           -------
    INVESTMENT OPERATIONS:
    Investment income--net..........       .0755    .0552    .0349    .0298     .0431     .0038             .0406
    Net realized gain on investments       .0002     --       --       --        --        --                --
                                        --------  -------  -------  -------  --------  --------           -------
      TOTAL FROM INVESTMENT
          OPERATIONS................       .0757    .0552    .0349    .0298     .0431     .0038             .0406
                                        --------  -------  -------  -------  --------  --------           -------
    DISTRIBUTIONS:
    Dividends from investment income--net (.0755)  (.0552)  (.0349)  (.0298)   (.0431)   (.0038)           (.0406)
    Dividends from net realized gain
      on investments................        --     (.0001)    --       ---       --        --                --
                                        --------  -------  -------  -------  --------  --------           -------
      TOTAL DISTRIBUTIONS...........      (.0755)  (.0553)  (.0349)  (.0298)   (.0431)   (.0038)           (.0406)
                                        --------  -------  -------  -------  --------  --------           -------
    Net asset value, end of year....     $1.0001  $1.0000  $1.0000  $1.0000   $1.0000   $1.0000           $1.0000
                                        ========  =======  =======  =======  ========  ========           =======
TOTAL INVESTMENT RETURN.............        7.82%    5.67%    3.55%    3.02%     4.39%     2.77%(2)          4.13%
RATIOS/SUPPLEMENTAL DATA:
    Ratio of expenses to average net assets  .20%     .20%     .20%     .20%      .20%      .45%(2)           .45%
    Ratio of net investment income to
      average net assets............        7.39%    5.35%    3.45%    2.99%     4.26%     2.78%(2)          4.26%
    Decrease reflected in above expense ratios
      due to undertaking by the Manager      .05%     .05%     .04%     .02%     --        --                 --
    Net Assets, end of year
        (000's Omitted).............. $1,915,877 $4,435,718 $5,001,499 $4,442,145 $3,342,392 $53,916      $122,524
(1) From January 10, 1994 (commencement of initial offering) to February 28, 1994.
(2) Annualized.


                                                          See notes to financial statements.
</TABLE>



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, until August 24, 1994, acted as the distributor of the Fund's
shares, which are sold to the public without a sales load. Dreyfus Service
Corporation is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager"). Effective August 24, 1994, the Manager became a direct
subsidiary of Mellon Bank, N.A.
    On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly owned
subsidiary of Institutional Administration Services, Inc., a provider of
mutual fund administration services, the parent company of which is Boston
Institutional Group, Inc.
    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. There is no
assurance, however, that the Fund will be able to maintain a stable net asset
value of $1.00.
    The Fund offers both Class A and Class B shares. 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, 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 applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
    At February 28, 1995, 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).
    The Fund has an unused capital loss carryover of $7,280 available for
Federal income tax purposes to be applied against future net securities
profits, if any realized subsequent to February 28, 1995. If not applied, the
carryover expires in fiscal 2003.
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.

DREYFUS TREASURY PRIME CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, interest on
borrowings, brokerage 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.
    Currently, due to an undertaking, the Manager, and not the Fund, is
liable for all 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) On August 5, 1994, Fund shareholders approved a revised Class B
Service Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Pursuant to
the Plan, effective August 24, 1994, the Fund reimburses the Distributor for
distributing the Fund's Class B shares. The Fund also pays The Dreyfus
Corporation and Dreyfus Service Corporation, and their affiliates
(collectively "Dreyfus") for advertising and marketing relating to the Fund's
Class B shares and for providing certain services relating to Class B sharehol
der accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts, at an aggregate annual rate of .25 of 1%
of the value of the Fund's Class B shares average daily net assets. Both the
Distributor and Dreyfus may pay one or more Service Agents a fee in respect
of the Fund's Class B shares owned by the shareholders with whom the Service
Agent has a servicing relationship or for whom the Service Agent is the
dealer or holder of record. Both the Distributor and Dreyfus determine the
amounts, if any, to be paid to the Service Agents under the Plan and the
basis on which such payments are made. The fees payable under the Plan are
payable without regard to actual expenses incurred.
    During the period from March 1, 1994 through August 23, 1994, the Fund's
Service Plan ("prior Class B Service Plan") provided that the Fund pay
Dreyfus Service Corporation 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. Dreyfus Service
Corporation made payments to one or more Service Agents based on the value of
the Fund's Class B shares owned by clients of the Service Agent.
    During the year ended February 28, 1995, $113,370 was charged to the Fund
pursuant to the Plan and $67,612 was charged to the Fund pursuant to the
prior Class B Service Plan.
    (C) Prior to August 24, 1994, certain officers and trustees of the Fund
were "affiliated persons," as defined in the Act, of the Manager and/or
Dreyfus Service Corporation. Each trustee who is not an "affiliated person"
receives an annual fee of $3,000 and an attendance fee of $500 per meeting.

DREYFUS TREASURY PRIME CASH MANAGEMENT
REPORT OF ERNST & YOUNG LLP, 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, 1995, 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, 1995 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, 1995, 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 and Young LLP, Signature Logo)
New York, New York
April 4, 1995

DREYFUS TREASURY PRIME CASH MANAGEMENT
IMPORTANT TAX INFORMATION (UNAUDITED)
    For State individual income tax purposes, the Fund hereby designates
100.0% of the ordinary income dividends paid during its fiscal year ended
February 28, 1995 as attributable to interest income from direct obligations
of the United States. Such dividends are currently exempt from taxation for
individual income tax purposes in most states, including New York, California
and the District of Columbia.



DREYFUS
TREASURY
PRIME CASH
MANAGEMENT









ANNUAL REPORT
FEBRUARY 28, 1995
DREYFUS TREASURY PRIME
CASH MANAGEMENT
200 PARK AVENUE
NEW YORK, NY 10166
MANAGER
THE DREYFUS CORPORATION
200 PARK AVENUE
NEW YORK, NY 10166
CUSTODIAN
THE BANK OF NEW YORK
90 WASHINGTON STREET
NEW YORK, NY 10286
TRANSFER AGENT &
DIVIDEND DISBURSING AGENT
THE SHAREHOLDER SERVICES GROUP, INC.
P.O. BOX 9671
PROVIDENCE, RI 02940




Further information is contained
in the Prospectus, which must
precede or accompany this report.













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