File No. 33-36821
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 6 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 6 [X]
(Check appropriate box or boxes.)
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485
____
X on April 29, 1994 pursuant to paragraph (b) of Rule 485
____
60 days after filing pursuant to paragraph (a) of Rule 485
____
on (date) pursuant to paragraph (a) of Rule 485
____
Registrant has registered an indefinite number of shares of its
beneficial interest under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940. Registrant's Rule 24f-2
Notice for the fiscal year ended December 31, 1993 was filed on February 25,
1994.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 3
4 General Description of Registrant 4
5 Management of the Fund 8
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 14
7 Purchase of Securities Being Offered 9
8 Redemption or Repurchase 11
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-19
13 Investment Objectives and Policies B-2
14 Management of the Fund B-7
15 Control Persons and Principal B-10
Holders of Securities
16 Investment Advisory and Other B-11
Services
__________________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
17 Brokerage Allocation B-16
18 Capital Stock and Other Securities B-19
19 Purchase, Redemption and Pricing B-12,
of Securities Being Offered B-14
B-15
20 Tax Status B-18
21 Underwriters B-12
22 Calculations of Performance Data B-18
23 Financial Statements B-25
Items in
Part C of
Form N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-29
30 Location of Accounts and Records C-36
31 Management Services C-36
32 Undertakings C-36
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PROSPECTUS APRIL 29, 1994
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
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DREYFUS MUNICIPAL CASH MANAGEMENT PLUS (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 EXEMPT FROM FEDERAL INCOME TAX 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.
PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED APRIL 29, 1994, 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
666.
THE FUND'S 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. THE FUND'S SHARES INVOLVE
CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
THE FUND'S YIELD FLUCTUATES AND IS NOT GUARANTEED.
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TABLE OF CONTENTS
Page
Annual Fund Operating Expenses......................... 2
Condensed Financial Information........................ 3
Yield Information...................................... 3
Description of the Fund................................ 4
Management of the Fund................................. 8
How to Buy Fund Shares................................. 9
Investor Services...................................... 10
How to Redeem Fund Shares.............................. 11
Service Plan........................................... 12
Shareholder Services Plan.............................. 12
Dividends, Distributions and Taxes..................... 12
General Information.................................... 14
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
CLASS A CLASS B
SHARES SHARES
------- -------
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
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
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The purpose of the foregoing table is to assist investors in
understanding the 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 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," "Shareholder Services Plan" and
"Service Plan."
Page 2
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young, 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.
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 information provided in the Fund's
financial statements.
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES
----------------------- --------------
YEAR ENDED DECEMBER 31, YEAR ENDED
------------------------------------------- -----------
PER SHARE DATA: DECEMBER 31,
1990(1) 1991 1992 1993 1993 (2)
---------- ------- ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year............................ $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
-------- ------- -------- -------- -------
INVESTMENT OPERATIONS:
Investment income-net......................................... .0125 .0465 .0309 .0241 .0053
Net realized and unrealized gain (loss) on investments........ -- -- .0002 -- --
-------- ------- -------- -------- -------
TOTAL FROM INVESTMENT OPERATIONS............................. .0125 .0465 .0311 .0241 .0053
-------- ------- -------- -------- -------
DISTRIBUTIONS:
Dividends from investment income-net.......................... (.0125) (.0465) (.0309) (.0241) (.0053)
Dividends from net realized gain on investments............... -- -- (.0002) -- --
-------- ------- -------- -------- -------
TOTAL DISTRIBUTIONS.......................................... (.0125) (.0465) (.0311) (.0241) (.0053)
-------- ------- -------- -------- -------
Net asset value, end of year................................. $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
======= ======= ======= ======= =======
TOTAL INVESTMENT RETURN 5.90%(3) 4.75% 3.16% 2.44% 2.12%(3)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average netassets........................ .20%(3) .20% .20% .20% .45%(3)
Ratio of net investment income to average net assets.......... 6.55%(3) 4.54% 3.04% 2.40% 2.14%(3)
Decrease reflected in above expense ratios due to undertaking by
The Dreyfus Corporation (limited to the expense limitation
provision of the Management Agreement)....................... 2.30%(3) .33% .10% .07% --
Net Assets, end of year (000's omitted)....................... $22,911 $151,085 $259,416 $364,584 $1
- -------------------------
(1)From October 15, 1990 (commencement of operations) to December 31, 1990.
(2)From September 30, 1993 (commencement of initial offering) to December 31, 1993.
(3)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."
Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate, would be equivalent to a stated
yield or effective yield calculated as described above.
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,
Page 3
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 Monitor trademark, IBC/Donoghue's
Money Fund Report, Morningstar, Inc. and other industry publications.
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 to Dreyfus Service Corporation 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.
Dreyfus Service Corporation may make payments to certain financial
institutions, securities dealers and other industry professionals
(collectively, "Service Agents") in respect of these services. 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 exempt from Federal income tax as is
consistent with the preservation of capital and the maintenance of
liquidity. To accomplish this goal, the Fund invests principally in
Municipal Obligations (as described below). The Fund may invest without
limitation in Municipal Obligations the interest from which may give rise
to a preference item for purposes of the alternative minimum tax. See
"Management Policies" below. 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.
MUNICIPAL OBLIGATIONS - Municipal Obligations are debt obligations
issued by states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest
from which is, in the opinion of bond counsel to the issuer, exempt from
Federal income tax. Municipal Obligations generally include debt
obligations issued to obtain funds for various public purposes as well as
certain industrial development bonds issued by or on behalf of public
authorities. Municipal Obligations are classified as general obligation
bonds, revenue bonds and notes. General obligation bonds are secured by
the issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable from the revenue derived
from a particular facility or class of facilities or, in some cases, from
the proceeds of a special excise or other specific revenue source, but not
from the general taxing power. Tax exempt industrial development bonds,
in most cases, are revenue bonds that generally do not carry the pledge of
the credit of the issuing municipality, but generally are guaranteed by the
corporate entity on whose behalf they are issued. Notes are short-term
instruments which are obligations of the issuing municipalities or
agencies and are sold in anticipation of a bond sale, collection of taxes or
receipt of other revenues. Municipal Obligations include municipal
lease/purchase agreements which are similar to installment purchase
contracts for property or equipment issued by municipalities. Municipal
Obligations bear fixed, floating or variable rates of interest.
Certain Municipal Obligations
Page 4
are subject to redemption at a date
earlier than their stated maturity pursuant to call options, which may be
separated from the related Municipal Obligation and purchased and sold
separately.
MANAGEMENT POLICIES - It is a fundamental policy of the Fund that it will
invest at least 80% of the value of its net assets (except when
maintaining a temporary defensive position) in Municipal Obligations.
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 determined in
accordance with procedures established by the Board of Trustees to
present minimal credit risks and which are rated in one of the two highest
rating categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating organization if
the instrument was rated only by one such organization) or, if unrated, are
of comparable quality as determined in accordance with procedures
established by the Board of Trustees. The nationally recognized statistical
rating organizations currently rating instruments of the type the Fund may
purchase are Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's Corporation ("S&P") and Fitch Investors Service, Inc. ("Fitch") and
their rating criteria are described in the Appendix to the Fund's Statement
of Additional Information. 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.
The Fund may invest more than 25% of the value of its total assets in
Municipal Obligations which are related in such a way that an economic,
business or political development or change affecting one such security
also would affect the other securities; for example, securities the
interest upon which is paid from revenues of similar types of projects, or
securities whose issuers are located in the same state. As a result, the
Fund may be subject to greater risk as compared to a fund that does not
follow this practice.
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified
private activity bonds, as defined in the Internal Revenue Code of 1986, as
amended (the "Code"), issued after August 7, 1986, while exempt from
Federal income tax, is a preference item for the purpose of the alternative
minimum tax. Where a regulated investment company receives such
interest, a proportionate share of any exempt-interest dividend paid by
the investment company may be treated as such a preference item to
shareholders. The Fund may invest without limitation in such Municipal
Obligations if The Dreyfus Corporation determines that their purchase is
consistent with the Fund's investment objective.
The Fund may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated
maturities in excess of 13 months, but which permit the holder to demand
payment of principal at any time, or at specified intervals not exceeding
13 months, in each case upon not more than 30 days' notice. Variable rate
demand notes include master demand notes which are obligations that
permit the Fund to invest fluctuating amounts, which may change daily
without penalty, pursuant to direct arrangements between the Fund, as
lender, and the borrower. The interest rates on these obligations fluctuate
from time to time. Frequently, such obligations are secured by letters of
credit or other credit support arrangements provided by banks. Use of
letters of credit or other credit support arrangements will not adversely
affect the tax exempt status of these obligations. Because these
obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no secondary market for these obligations,
although they are redeemable at face value. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of the
borrower to pay principal and
Page 5
interest on demand. Each obligation
purchased by the Fund will meet the quality criteria established for the
purchase of Municipal Obligations. The Dreyfus Corporation, on behalf of
the Fund, will consider on an ongoing basis the creditworthiness of the
issuers of the floating and variable rate demand obligations in the Fund's
portfolio. The Fund will not invest more than 10% of the value of its net
assets in floating or variable rate demand obligations as to which it
cannot exercise the demand feature on not more than seven days' notice if
there is no secondary market available for these obligations, and in other
securities that are illiquid. See "Certain Fundamental Policies" below.
The Fund may purchase from financial institutions participation
interests in Municipal Obligations (such as industrial development bonds
and municipal lease/purchase agreements). A participation interest gives
the Fund an undivided interest in the Municipal Obligation in the proportion
that the Fund's participation interest bears to the total principal amount
of the Municipal Obligation. These instruments may have fixed, floating or
variable rates of interest, with remaining maturities of 13 months or
less. If the participation interest is unrated, or has been given a rating
below that which otherwise is permissible for purchase by the Fund, the
participation interest will be backed by an irrevocable letter of credit or
guarantee of a bank that the Board of Trustees has determined meets the
prescribed quality standards for banks set forth below, or the payment
obligation otherwise will be collateralized by U.S. Government securities.
For certain participation interests, the Fund will have the right to demand
payment, on not more than seven days' notice, for all or any part of the
Fund's participation interest in the Municipal Obligation, plus accrued
interest. As to these instruments, the Fund intends to exercise its right to
demand payment only upon a default under the terms of the Municipal
Obligation, as needed to provide liquidity to meet redemptions, or to
maintain or improve the quality of its investment portfolio. The Fund will
not invest more than 10% of the value of its net assets in participation
interests that do not have this demand feature, and in other securities
that are illiquid. See "Certain Fundamental Policies" below.
The Fund may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment,
the Fund obligates a broker, dealer or bank to repurchase, at the Fund's
option, specified securities at a specified price and, in this respect,
stand-by commitments are comparable to put options. The exercise of a
stand-by commitment, therefore, is subject to the ability of the seller to
make payment on demand. The Fund will acquire stand-by commitments
solely to facilitate portfolio liquidity and does not intend to exercise its
rights thereunder for trading purposes. The Fund may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a
degree the cost of the underlying Municipal Obligation and similarly
decreasing such security's yield to investors. Gains realized in connection
with stand-by commitments will be taxable. The Fund also may acquire
call options on specific Municipal Obligations. The Fund generally would
purchase these call options to protect the Fund from the issuer of the
related Municipal Obligation redeeming, or other holder of the call option
from calling away, the Municipal Obligation before maturity. The sale by
the Fund of a call option that it owns on a specific Municipal Obligation
could result in the receipt of taxable income by the Fund.
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in
taxable short-term investments ("Taxable Investments") consisting of:
notes of issuers having, at the time of purchase, a quality rating within
the two highest grades of Moody's, S&P or Fitch; obligations of the U.S.
Government, its agencies or instrumentalities; commercial paper rated
not lower than P-l by Moody's, A-1 by S&P or F-1 by Fitch; certificates of
deposit of U.S. domestic banks, including foreign branches of domestic
banks, with assets of one billion dollars or more; time deposits; bankers'
acceptances and other short-term bank obligations; and repurchase
agreements in respect of any of the foregoing. Dividends paid by the Fund
that are attributable to income earned by the Fund from Taxable
Investments will be taxable to investors. See "Dividends, Distributions
and Taxes." Except for temporary defensive purposes, at no time will more
than 20% of the value of the Fund's net assets be invested in Taxable
Investments. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and
comply with the provisions of Rule 2a-7
page 6
relating to purchases of taxable instruments. Under normal market conditions,
the Fund anticipates that not more than 5% of the value of its total assets
will be invested in any one category of Taxable Investments. Taxable
Investments are more fully described in the Statement of Additional Information,
to which reference hereby is made.
CERTAIN FUNDAMENTAL POLICIES - The Fund may (i) 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 Fund's total assets, the Fund will not
make any additional investments; (ii) pledge, hypothecate, mortgage or
otherwise encumber its assets, but only to secure borrowings for
temporary or emergency purposes; (iii) invest up to 5% of the value of its
total assets in the obligations of any issuer, except that up to 25% of the
value of the Fund's total assets may be invested, and obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities may
be purchased, without regard to any such limitation; (iv) invest up to 25%
of its total assets in the securities of issuers in any industry, provided
that there is no such limitation on investments in Municipal Obligations
and, for temporary defensive purposes, obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities; and (v) invest up to
10% of its net assets in repurchase agreements providing for settlement
in more than seven days after notice and in other illiquid securities
(which securities could include participation interests (including,
municipal lease/purchase agreements) that are not subject to the demand
feature described above, and floating and variable rate demand obligations
as to which the Fund cannot exercise the related demand feature described
above and as to which there is no secondary market). This paragraph
describes fundamental policies 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 - Even though interest-bearing securities
are investments which promise a stable stream of income, the prices of
such securities are inversely affected by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations. The values
of fixed-income securities also may be affected by changes in the credit
rating or financial condition of the issuing entities.
New issues of Municipal Obligations usually are offered on a when-
issued basis, which means that delivery and payment for such Municipal
Obligations ordinarily take place within 45 days after the date of the
commitment to purchase. The payment obligation and the interest rate
that will be received on the Municipal Obligations are fixed at the time
the Fund enters into the commitment. The Fund will make commitments to
purchase such Municipal Obligations only with the intention of actually
acquiring the securities, but the Fund may sell these securities before the
settlement date if it is deemed advisable, although any gain realized on
such sale would be taxable. The Fund will not accrue income in respect of
a when-issued security prior to its stated delivery date. No additional
when-issued commitments will be made if more than 20% of the value of
the Fund's net assets would be so committed.
Municipal Obligations purchased on a when-issued basis and the
securities held in the Fund's portfolio are subject to changes in value
(both generally changing in the same way, i.e., appreciating when interest
rates decline and depreciating when interest rates rise) based upon the
public's perception of the creditworthiness of the issuer and changes, real
or anticipated, in the level of interest rates. Municipal Obligations
purchased on a when-issued basis may expose the Fund to risk because
they may experience such fluctuations prior to their actual delivery.
Purchasing Municipal Obligations on a when-issued basis can involve the
additional risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the transaction
itself. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the when-issued
commitments will be established and maintained at the Fund's custodian
bank. Purchasing Municipal Obligations on a when-issued basis when the
Fund is fully or almost fully invested may result in greater potential
fluctuation in the value of the Fund's net assets and its net asset value
per share.
Page 7
Certain municipal lease/purchase obligations in which the Fund may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for
the leased property.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase
the cost of the Municipal Obligations available for purchase by the Fund
and thus reduce available yield. Shareholders should consult their tax
advisers concerning the effect of these provisions on an investment in the
Fund. Proposals that may restrict or eliminate the income tax exemption
for interest on Municipal Obligations may be introduced in the future. If
any such proposal were enacted that would reduce the availability of
Municipal Obligations for investment by the Fund so as to adversely affect
Fund shareholders, the Fund would reevaluate its investment objective and
policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that
would treat a type of Municipal Obligation as taxable, the Fund would treat
such security as a permissible Taxable Investment within the applicable
limits set forth herein.
Investment decisions for the Fund are made independently from those of
other investment companies advised by The Dreyfus Corporation. However,
if such other investment companies are prepared to invest in, or desire to
dispose of, Municipal Obligations or Taxable Investments at the same time
as the Fund, available investments or opportunities for sales will be
allocated equitably to each investment company. In some cases, this
procedure may adversely affect the size of the position obtained for or
disposed of by the Fund or the price paid or received by the Fund.
MANAGEMENT OF THE 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. As of March 31, 1994, The Dreyfus Corporation managed or
administered approximately $74 billion in assets for more than 1.9
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.
Under the terms of the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of .20 of 1%
of the value of the Fund's average daily net assets. For the fiscal year
ended December 31, 1993, the Fund paid The Dreyfus Corporation a
monthly management fee at the effective annual rate of .13 of 1% of the
value of the Fund's average daily net assets, pursuant to an undertaking by
The Dreyfus Corporation then in effect.
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 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 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, 110 Washington Street, New York, New York 10286, is
the Fund's Custodian.
Page 8
HOW TO BUY FUND SHARES
The Fund's distributor is Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, located at 200 Park Avenue, New
York, New York 10166. The shares it distributes are not deposits or
obligations of The Dreyfus Security Savings Bank, F.S.B. and therefore are
not insured by the Federal Deposit Insurance Corporation.
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, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, 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 Service Corporation, 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. It is not
recommended that the Fund be used as a vehicle for Keogh, IRA or other
qualified retirement plans.
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.
For instructions concerning purchases and to determine whether their
computer facilities are compatible with the Fund's, investors should call
Dreyfus Service Corporation at one of the telephone numbers listed under
"General Information" in this Prospectus.
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 Transfer Agent. If
an investor does not remit Federal Funds, its payment must be converted
into Federal Funds. This usually occurs within one business day of receipt
of a bank wire and within two business days of receipt of a check drawn
on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take
considerably longer to convert into Federal Funds. Prior to receipt of
Federal Funds, the investor's money will not be invested.
The Fund's net asset value per share is determined as of 12:00 Noon,
New York 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 Transfer Agent will receive the dividend declared that day.
Investors whose payments are received in or converted into Federal Funds
after 12:00 Noon, New York time, by the Transfer Agent will begin to accrue
dividends on the following business day.
Page 9
Investors may telephone orders for purchase of the Fund's shares. These
orders 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 the telephone order is placed by 12:00 Noon,
New York time, and Federal Funds are received by 4:00 p.m., New York 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
EXCHANGE PRIVILEGE - The Exchange Privilege enables an investor to
purchase, in exchange for Class A or Class B shares of the Fund, shares of
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus New York Municipal Cash
Management, Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash
Management and Dreyfus Treasury Prime Cash Management, which have
different investment objectives that may be of interest to investors. Upon
an exchange into a new account, the following shareholder services and
privileges, as applicable and where available, will be automatically
carried over to the fund into which the exchange is being made: Exchange
Privilege, Redemption by Wire or Telephone, Redemption Through
Compatible Computer Facilities and the dividend/capital gain distribution
option selected by the investor.
To use this Privilege, exchange instructions must be given to Dreyfus
Service Corporation in writing, by wire 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 from
Dreyfus Service Corporation. 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 Exchange Privilege may be modified or terminated at
any time upon notice to investors.
DREYFUS AUTO-EXCHANGE PRIVILEGE - Investors may invest regularly (on a
semi-monthly, monthly, quarterly or annual basis), in exchange for Class A
or Class B shares of the Fund, in shares of Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash
Management, Dreyfus New York Municipal Cash Management, Dreyfus Tax
Exempt Cash Management, Dreyfus Treasury Cash Management or Dreyfus
Treasury Prime Cash Management, if the investor is currently an investor
in one of these funds. The amount an investor designates, which can be
expressed either in terms of a specific dollar or share amount, will be
exchanged automatically on the first and/or fifteenth of the month
according to the schedule that the investor has selected. Shares will be
exchanged at the then-current net asset value. The right to exercise this
Privilege may be modified or cancelled by the Fund or the Transfer Agent.
An investor may modify or cancel the exercise of this Privilege at any
time by 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 in New York State 1-718-895-1650; outside New York City
call collect; outside New York State call toll free 1-800-346-3621.
Page 10
HOW TO REDEEM FUND SHARES
GENERAL - Investors may request redemption of 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 directly through
Dreyfus Service Corporation. 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 Dreyfus
Service Corporation by 12:00 Noon, New York time, the proceeds of the
redemption, if transfer by wire is requested, ordinarily will be
transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day by Dreyfus Service Corporation, 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 the Transfer Agent 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.
An investor may redeem or exchange Fund shares by telephone if the
investor has checked the appropriate box on the Fund's Account
Application or has filed a Shareholder Services Form with the Transfer
Agent. If an investor selects a telephone redemption or exchange privilege,
the investor authorizes the Transfer Agent or Dreyfus Service Corporation
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 or Dreyfus Service Corporation, as the case
may be, to be genuine. The Fund will require the Transfer Agent and
Dreyfus Service Corporation to employ reasonable procedures, such as
requiring a form of personal identification, to confirm that instructions
are genuine and, if they do not follow such procedures, the Fund, Dreyfus
Service Corporation and/or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. The Fund, Dreyfus
Service Corporation or the Transfer Agent will not 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 Dreyfus Service
Corporation 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 Dreyfus
Service Corporation at one of the telephone numbers listed under "General
Information" in this Prospectus. 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.
REDEMPTION THROUGH COMPATIBLE COMPUTER FACILITIES - The Fund
makes available to institutions the ability to redeem shares through
compatible computer facilities. Investors desiring to redeem shares in
this manner should call Dreyfus Service Corporation at 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.
Page 11
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 pays Dreyfus Service Corporation for advertising, marketing and
distributing Class B shares and for the provision of certain services to the
holders of Class B shares a fee at the annual rate of .25 of 1% of the value
of the average daily net assets of Class B. 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 such
shareholder accounts. The fee payable for such services is intended to be a
"service fee" as defined in Article III, Section 26 of the NASD Rules of
Fair Practice. Under the Service Plan, Dreyfus Service Corporation may
make payments to Service Agents in respect of these services. Dreyfus
Service Corporation determines the amounts to be paid to Service Agents.
Each Service Agent is required to disclose to its clients any compensation
payable to it by the Fund pursuant to the Service Plan and any other
compensation payable by their clients in connection with the investment
of their assets in Fund shares. From time to time, Dreyfus Service
Corporation may defer or waive receipt of fees under the Service Plan
while retaining the ability to be paid by the Fund under the Service Plan
thereafter. The fees payable to Dreyfus Service Corporation under the
Service Plan for advertising, marketing and distributing Class B shares
and for payments to Service Agents 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 the Class A shares 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 is open for business. Fund shares
begin earning income dividends on the day the purchase order is effective.
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. The Fund's earnings for Saturdays,
Sundays and holidays are declared as dividends on the next business day. 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 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 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."
Page 12
Except for dividends from Taxable Investments, the Fund anticipates
that substantially all dividends paid by the Fund will not be subject to
Federal income tax. Dividends derived from Taxable Investments, together
with distributions from any net realized short-term securities gains and
all or a portion of any gain realized from the sale or other disposition of
certain market discount bonds, paid by the Fund are taxable as ordinary
income whether received in cash or reinvested in Fund shares. 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 generally are taxable as long-term
capital gains for Federal income tax purposes if the beneficial holder of
Fund shares is a citizen or resident of the United States. 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%. Under the Code,
interest on indebtedness incurred or continued to purchase or carry Fund
shares which is deemed to relate to exempt-interest dividends is not
deductible.
Although all or a substantial portion of the dividends paid by the Fund
may be excluded by the beneficial holders of Fund shares from their gross
income for Federal income tax purposes, the Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference
item for purposes of the alternative minimum tax, (ii) a component of the
"adjusted current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the extent to
which the Social Security benefits of a beneficial holder of Fund shares
are taxable. If the Fund purchases such securities, the portion of the
Fund's dividends related thereto will not necessarily be tax exempt to a
beneficial holder of Fund shares who is subject to the alternative
minimum tax and/or tax on Social Security benefits and may cause a
beneficial holder of Fund shares to be subject to such taxes.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gain 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 tax at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by the Fund with
respect to Fund shares beneficially owned by a foreign person generally
will not be subject to U.S. nonresident withholding tax. However, such
distributions may be subject to backup withholding, as described below,
unless the foreign person certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and distributions
will be mailed to the investor annually. Each investor also will receive
periodic summaries of its account which will include information as to
dividends and distributions from securities gains, if any, paid during the
year. These statements set forth the dollar amount of income exempt from
Federal tax and the dollar amount, if any, subject to Federal tax. These
dollar amounts will vary depending on the size and length of time of the
investor's investment in the Fund. If the Fund pays dividends derived from
taxable income, it intends to designate as taxable the same percentage of
the day's dividend as the actual taxable income earned on that day bears to
total income earned on that day. Thus, the percentage of the dividend
designated as taxable, if any, may vary from day to day.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains 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 13
Management of the Fund believes that the Fund has qualified for the
fiscal year ended December 31, 1993 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, if any.
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 September 12,
1990, and commenced operations October 15, 1990. 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. Investors have agreed to vote Fund shares for which
they are the record owners according to voting instructions received from
the beneficial holder of such shares.
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's incurring financial loss on account of shareholder liability
is limited to circumstances in which the Fund itself would be unable to
meet its obligations, a possibility which management believes is remote.
Upon payment of any liability incurred by 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 City call collect; 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
Page 14
the servicing of such shareholders would be sought. In such event, changes
in the operation of the Fund might occur and shareholders serviced by such
bank might no longer be able to avail themselves of any automatic
investment or other services then being provided by the bank. The Fund
does not expect that 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 15
__________________________________________________________________________
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
CLASS A AND CLASS B SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
APRIL 29, 1994
__________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Municipal Cash Management Plus (the "Fund"), dated April 29,
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
(Outside New York City -- Call Collect)
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-7
Management Agreement. . . . . . . . . . . . . . . . . . . . . . . B-11
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . . . . B-12
Service Plan (Class B Only) . . . . . . . . . . . . . . . . . . . B-13
Shareholder Services Plan (Class A Only) . . . . . . . . . . . . B-14
Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . . B-14
Determination of Net Asset Value. . . . . . . . . . . . . . . . . B-15
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . B-16
Investor Services . . . . . . . . . . . . . . . . . . . . . . . . B-17
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . B-18
Yield Information . . . . . . . . . . . . . . . . . . . . . . . . B-18
Information About the Fund. . . . . . . . . . . . . . . . . . . . B-19
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . . . . . B-19
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-21
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . B-25
Report of Independent Auditors. . . . . . . . . . . . . . . . . . B-35
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."
The average distribution of investments (at value) in Municipal
Obligations by ratings for the fiscal year ended December 31, 1993,
computed on a monthly basis, was as follows:
Moody's Standard
Fitch Investors Investors & Poor's
Service, Inc. Service, Inc. Corporation Percentage
("Fitch") or ("Moody's") or ("S&P") of Value
________________ ______________ ____________ ___________
F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1, 97.1%
P-1 A-1+/A-1
AAA/AA Aaa/Aa AAA/AA 1.8%
Not Rated Not Rated Not Rated 1.1%
_______
100.0%
=======
Municipal Obligations. The term "Municipal Obligations" generally
includes debt obligations issued to obtain funds for various public
purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works. Other public
purposes for which Municipal Obligations may be issued include refunding
outstanding obligations, obtaining funds for general operating expenses
and lending such funds to other public institutions and facilities. In
addition, certain types of industrial development bonds are issued by or
on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated
housing facilities, sports facilities, convention or trade show
facilities, airport, mass transit, industrial, port or parking facilities,
air or water pollution control facilities and certain local facilities for
water supply, gas, electricity, or sewage or solid waste disposal; the
interest paid on such obligations may be exempt from Federal income tax,
although current tax laws place substantial limitations on the size of
such issues. Such obligations are considered to be Municipal Obligations
if the interest paid thereon qualifies as exempt from Federal income tax
in the opinion of bond counsel to the issuer. There are, of course,
variations in the security of Municipal Obligations, both within a
particular classification and between classifications.
Floating and variable rate demand notes and bonds are tax exempt
obligations ordinarily having stated maturities in excess of 13 months,
but which permit the holder to demand payment of principal at any time, or
at specified intervals not exceeding 13 months, in each case upon not more
than 30 days' notice. The issuer of such obligations ordinarily has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligations plus accrued interest upon
a specified number of days' notice to the holders thereof. The interest
rate on a floating rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically each time
such rate is adjusted. The interest rate on a variable rate demand
obligation is adjusted automatically at specified intervals.
For the purpose of diversification under the Investment Company Act
of 1940 (the "Act"), the identification of the issuer of Municipal
Obligations depends on the terms and conditions of the security. When the
assets and revenues of an agency, authority, instrumentality or other
political subdivision are separate from those of the government creating
the subdivision and the security is backed only by the assets and revenues
of the subdivision, such subdivision would be deemed to be the sole
issuer. Similarly, in the case of an industrial development bond, if that
bond is backed only by the assets and revenues of the non-governmental
user, then such non-governmental user would be deemed to be the sole
issuer. If, however, in either case, the creating government or some
other entity guarantees a security, such a guaranty would be considered a
separate security and will be treated as an issue of such government or
other entity.
The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a
particular offering, maturity of the obligation, and rating of the issue.
The imposition of the Fund's management fee, as well as other operating
expenses, including fees paid under the Fund's Service Plan with respect
to Class B shares only, will have the effect of reducing the yield to
investors.
Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special risks not
ordinarily associated with Municipal Obligations. Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation
ordinarily is backed by the municipality's covenant to budget for,
appropriate and make the payments due under the lease obligation.
However, certain lease obligations contain "non-appropriation" clauses
which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated
for such purpose on a yearly basis. Although "non-appropriation" lease
obligations are secured by the leased property, disposition of the
property in the event of foreclosure might prove difficult. The Fund will
seek to minimize these risks by investing only in those lease obligations
that
(1) are rated in one of the two highest categories for debt obligations by
at least two nationally recognized statistical rating organizations (or
one rating organization if the lease obligation was rated by only one such
organization) or (2) if unrated, are purchased principally from the issuer
or domestic banks or other responsible third parties, in each case only if
the seller shall have entered into an agreement with the Fund providing
that the seller or other responsible third party will either remarket or
repurchase the municipal lease within a short period after demand by the
Fund. The staff of the Securities and Exchange Commission currently
considers certain lease obligations to be illiquid. Accordingly, not more
than 10% of the value of the Fund's net assets will be invested in lease
obligations that are illiquid and in other illiquid securities. See
"Investment Restriction No. 6" below.
Ratings of Municipal Obligations. If, subsequent to its purchase by
the Fund, (a) an issue of rated Municipal Obligations ceases to be rated
in the highest rating category by at least two rating organizations (or
one rating organization if the instrument was rated by only one such
organization) or the Fund's Board determines that it is no longer of
comparable quality or (b) the Manager becomes aware that any portfolio
security not so highly rated or any unrated security has been given a
rating by any rating organization below the rating organization's second
highest rating category, the Fund's Board will reassess promptly whether
such security presents minimal credit risk and will cause the Fund to take
such action as it determines is in the best interest of the Fund and its
shareholders; provided that the reassessment required by clause (b) is not
required if the portfolio security is disposed of or matures within five
business days of the Manager becoming aware of the new rating and the
Fund's Board is subsequently notified of the Manager's actions.
To the extent that the ratings given by Moody's, S&P or Fitch may
change as a result of changes in such organizations or their rating
systems, the Fund will attempt to use comparable ratings as standards for
its investments in accordance with the investment policies contained in
the Fund's Prospectus and this Statement of Additional Information. The
ratings of Moody's, S&P and Fitch represent their opinions as to the
quality of the Municipal Obligations which they undertake to rate. It
should be emphasized, however, that ratings are relative and subjective
and are not absolute standards of quality. Although these ratings may be
an initial criterion for selection of portfolio investments, the Manager
also will evaluate these securities and the creditworthiness of the
issuers of such securities based upon financial and other available
information.
Taxable Investments. Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities, for example, Government National Mortgage Association
pass-through certificates, are supported by the full faith and credit of
the U.S. Treasury; others, such as those of the Federal Home Loan Banks,
by the right of the issuer to borrow from the U.S. Treasury; others, such
as those issued by the Federal National Mortgage Association, by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the credit of
the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will
always do so, since it is not so obligated by law. The Fund will invest
in such securities only when it is satisfied that the credit risk with
respect to the issuer is minimal.
Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs.
Certificates of deposit are negotiable certificates representing the
obligation of a bank to repay funds deposited with it for a specified
period of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Investments in time deposits generally are limited to London branches of
domestic banks that have total assets in excess of one billion dollars.
Time deposits which may be held by the Fund will not benefit from
insurance from the Bank Insurance Fund or the Savings Association
Insurance Fund administered by the Federal Deposit Insurance Corporation.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the face
amount of the instrument upon maturity. Other short-term obligations may
include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
Repurchase agreements involve the acquisition by the Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price
usually not more than one week after its purchase. The Fund's custodian
or sub-custodian will have custody of, and will hold in a segregated
account, securities acquired by the Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and
Exchange Commission to be loans by the Fund. In an attempt to reduce the
risk of incurring a loss on a repurchase agreement, the Fund will enter
into repurchase agreements only with domestic banks with total assets in
excess of one billion dollars or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which the Fund may invest, and will require that
additional securities be deposited with it if the value of the securities
purchased should decrease below resale price. The Manager will monitor on
an ongoing basis the value of the collateral to assure that it always
equals or exceeds the repurchase price. Certain costs may be incurred by
the Fund in connection with the sale of the securities if the seller does
not repurchase them in accordance with the repurchase agreement. In
addition, if bankruptcy proceedings are commenced with respect to the
seller of the securities, realization on the securities by the Fund may be
delayed or limited. The Fund will consider on an ongoing basis the
creditworthiness of the institutions with which it enters into repurchase
agreements.
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
Act) of the Fund's outstanding voting shares. The Fund may not:
1. Purchase securities other than Municipal Obligations and Taxable
Investments as those terms are defined above and in the Fund's Prospectus.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) based on the lesser of cost
or market, less liabilities (not including the amount borrowed) at the
time the borrowing is made. While borrowings exceed 5% of the value of
the Fund's total assets, the Fund will not make any additional
investments.
3. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to secure borrowings for temporary or emergency purposes.
4. Sell securities short or purchase securities on margin.
5. Underwrite the securities of other issuers, except that the Fund
may bid separately or as part of a group for the purchase of Municipal
Obligations directly from an issuer for its own portfolio to take
advantage of the lower purchase price available.
6. The Fund may not enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase securities
which are illiquid (which securities could include participation interests
(including municipal lease/purchase agreements) that are not subject to
the demand feature described in the Fund's Prospectus, and floating and
variable rate demand obligations as to which the Fund cannot exercise the
demand feature described in the Fund's Prospectus on less than seven days'
notice and as to which there is no secondary market) if, in the aggregate,
more than 10% of its net assets would be so invested.
7. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests,
but this shall not prevent the Fund from investing in Municipal
Obligations secured by real estate or interests therein.
8. Make loans to others except through the purchase of qualified
debt obligations and the entry into repurchase agreements referred to
above and in the Fund's Prospectus.
9. Invest more than 5% of its assets in the obligations of any
issuer, except that up to 25% of the value of the Fund's total assets may
be invested, and securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities may be purchased, without regard to any
such limitation.
10. Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no such
limitation on the purchase of Municipal Obligations and, for temporary
defensive purposes, obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
11. Invest in securities of other investment companies, except as
they may be acquired as part of a merger, consolidation or acquisition of
assets.
Notwithstanding Investment Restriction Nos. 1, 3 and 7, the Fund
reserves the right to enter into interest rate futures contracts and
municipal bond index futures contracts, and any options that may be
offered in respect thereof, subject to the restrictions then in effect of
the Securities and Exchange Commission and the Commodity Futures Trading
Commission and to the receipt or taking, as the case may be, of
appropriate consents, approvals and other actions from or by those
regulatory bodies. In any event, no such contracts or options will be
entered into until a general description of the terms thereof are set
forth in a subsequent prospectus and statement of additional information,
the Registration Statement with respect to which has been filed with the
Securities and Exchange Commission and has become effective.
For purposes of Investment Restriction No. 10, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together
as an "industry." If a percentage restriction is adhered to at the time
of investment, a later increase or decrease in percentage resulting from a
change in values or assets will not constitute a violation of such
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. Each 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 a trustee or director of
other investment companies advised and administered by the Manager.
During the period 1977 to 1990, Mr. Burke was involved in the
management of national television news, as Vice-President and
Executive Vice President of ABC News, and subsequently as President
of CBS News. 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 Clients 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 Countrywide Mortgage Investments. 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.
*RICHARD J. MOYNIHAN, Trustee, President and Investment Officer. An
employee of the Manager and an officer, director or trustee of other
investment companies advised or administered by the Manager. His
address is 200 Park Avenue, New York, New York 10166.
ARTHUR ROSS, Trustee. Vice Chairman of Central National-Gottesman, Inc.,
a corporation engaged in the distribution of newsprint, pulp and
paper products, and in the maintenance of a substantial investment
portfolio; Director of Counselors Tandem Securities Fund, Inc.; Vice
Chairman of the United Nations Association; Trustee of Barnard
College; and Trustee of the American Museum of Natural History, the
New York Botanical Gardens Board of Managers and of other public
institutions and philanthropic organizations. He is also a Director
of Dreyfus Life Insurance Company. His address is Three
Manhattanville Road, Purchase, New York 10577-2110.
WARREN B. RUDMAN, Trustee. Since January 1993, Partner in the law firm
Paul, Weiss, Rifkind, Wharton & Garrison. From January 1981 to
January 1993, Mr. Rudman served as a United States Senator from the
State of New Hampshire. Also, since 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 New York
Municipal Cash Management, Dreyfus Tax Exempt Cash Management, Dreyfus
Treasury Cash Management and Dreyfus Treasury Prime 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 $4,913 for the fiscal year ended December 31,
1993 for 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 shareholders 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.
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.
A. PAUL DISDIER, Vice President and Investment Officer. An employee of
the Manager and an officer of other investment companies advised and
administered by the Manager.
KAREN M. HAND, Vice President and Investment Officer. An employee of the
Manager and an officer of other investment companies advised and
administered by the Manager.
STEPHEN C. KRIS, Vice President and Investment Officer. An employee of
the Manager and an officer of other investment companies advised and
administered by the Manager.
JILL C. SHAFFRO, Vice President and Investment Officer. An employee of
the Manager and an officer of other investment companies advised or
administered by the Manager.
L. LAWRENCE TROUTMAN, Vice President and Investment Officer. An employee
of the Manager and an officer of other investment companies advised
and administered by the Manager.
SAMUEL J. WEINSTOCK, Vice President and Investment Officer. An employee
of the Manager and an officer of other investment companies advised
and administered by the Manager.
MONICA S. WIEBOLDT, Vice President and Investment Officer. An employee of
the Manager and an officer of other investment companies advised and
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.
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.
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.
ROBERT I. FRENKEL, Assistant Secretary. Senior Assistant General Counsel
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.
PAUL T. MOLLOY, Controller. Senior Accounting Manager in the Fund
Accounting Department of the Manager and an officer of 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 April 7, 1994.
The following shareholders are known by the Fund to own of record 5%
or more of the Fund's Class A shares of beneficial interest outstanding on
April 7, 1994: (1) LCI Investments Inc., 1441 Broadway, New York, NY
10018-2001 (6.4%); (2) Comerica Bank, 100 Renaissance Center, Ste. 9,
Detroit, MI 48243-1006 (9.8%); (3) Sunbank, N.A., 2005 S. Orange Que,
Orlando, FL 32801-3401 (9.3%); (4) Comercia Bank, 1909 Woodall Rodgers
Fwy, Dallas, TX 75201-2239 (5.6%); (5) NBD Bank, N.A., 1 Indiana Square
Ste 914, Indianapolis, IN 469266 (5.6%); (6) Boatmen's Investment Svcs,
Inc., 1 Boatsmens Plaza, St. Louis, MO 63101-2602 (5.1%); and Crestar
Bank, 919 E. Main Street, Richmond, VA 23219-4625 (5.1%). The following
shareholder is known by the Fund to own of record 5% or more of the Fund's
Class B shares of beneficial interest outstanding on April 7, 1994:
Barnett Bank of Jacksonville, N.A., P.O. Box 45147, Jacksonville, FL
32232-5147 (99.99%).
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; Joseph S.
DiMartino, President, Chief Operating Officer and a director; Alan M.
Eisner, Vice President and Chief Financial Officer; Robert F. Dubuss, Vice
President; Peter A. Santoriello, Vice President; Robert H. Schmidt, Vice
President; Kirk V. Stumpp, Vice President--New Product Development;
Philip L. Toia, Vice President; Katherine C. Wickham, Assistant Vice
President; 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 September 13, 1990 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 meeting of shareholders held
on September 5, 1991. 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 25, 1993. 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
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 Trustees to execute purchases and sales of securities.
The Fund's Investment Officers are A. Paul Disdier, Karen M. Hand,
Stephen C. Kris, Richard J. Moynihan, Jill C. Shaffro, L. Lawrence
Troutman, Samuel J. Weinstock and Monica S. Wieboldt. 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 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 its services, 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 the declaration of dividends to
shareholders. For the fiscal year ended December 31, 1991, no management
fee was paid by the Fund pursuant to an undertaking by the Manager. The
management fees payable for the fiscal years ended December 31, 1992 and
1993 were $469,609 and $699,818, respectively. These amounts were reduced
pursuant to an undertaking by the Manager, resulting in net management
fees paid for such fiscal years of $226,207 and $456,965, 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
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 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."
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 daily, 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 is effective only when so converted and
received by the Transfer Agent. An order for the purchase of Fund shares
placed by an investor with a sufficient Federal Funds or cash balance in
his brokerage account with a securities dealer, bank or other financial
institution will become effective on the day that the order, including
Federal Funds, is received by the 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 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 on July 14,
1993. 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 September 30, 1993 (effective date of the Service
Plan) through December 31, 1993, no fees were paid by the Fund to the
Distributor, with respect to Class B shares, 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 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 May 25, 1993 (effective date of the Shareholder
Services Plan) through December 31, 1993, $46,447 was paid by the Fund,
with respect to Class A shares, under the Shareholder Services 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 Transfer Agent receives the redemption request in
proper form prior to 12:00 Noon, New York time, on such day; otherwise,
the Fund will initiate payment on the next business day. Such payment
will be made 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 shareholders of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of
the Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the 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 a customary weekend and holiday
closing), (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 shareholders.
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. Market
quotations and market equivalents used in such review are obtained from an
independent pricing service (the "Service") approved by the Board of
Trustees. The Service values the Fund's investments based on methods
which include consideration of: yields or prices of municipal obligations
of comparable quality, coupon, maturity and type; indications of values
from dealers; and general market conditions. The Service also may employ
electronic data processing techniques and/or a matrix system to determine
valuations.
The extent of any deviation between the Fund's net asset value 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 what
actions, 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 ap-
propriate, 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 from and sold to
parties acting as either principal or agent. Newly-issued securities
ordinarily are purchased directly from the issuer or from an underwriter;
other purchases and sales usually are placed with those dealers from which
it appears that the best price or execution will be obtained. Usually no
brokerage commissions, as such, are paid by the Fund for such purchases
and sales, although the price paid usually includes an undisclosed
compensation to the dealer acting as agent. The prices paid to
underwriters of newly-issued securities usually include a concession paid
by the issuer to the underwriter, and purchases of after-market securities
from dealers ordinarily are executed at a price 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 advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises may be used by
the Manager in advising the Fund. Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the overall expenses
of its research department.
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 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 New York Municipal Cash Management,
Dreyfus Tax Exempt Cash Management, Dreyfus Treasury Cash Management or
Dreyfus Treasury Prime Cash Management. This Privilege is available only
for existing accounts. Shares will be exchanged on the basis of relative
net asset value. Enrollment in or modification or cancellation of this
Privilege is effective three business days following notification by the
investor. An investor will be notified if its account falls below the
amount designated under this Privilege. In this case, an investor's
account will fall to zero unless additional investments are made in excess
of the designated amount prior to the next Auto-Exchange transaction.
Shares in certificate form are not eligible for this Privilege.
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 December 31, 1993, yield and effective
yield on Class A shares were 2.80% and 2.83%, respectively. For the
seven-day period ended December 31, 1993, yield and effective yield on
Class B shares were 2.47% and 2.50%, 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.
Based upon a 1994 Federal income tax rate of 39.60%, the tax
equivalent yields for Class A and Class B shares for the seven-day period
ended December 31, 1993 were 4.64% and 4.09%, respectively. Tax
equivalent yield is computed by dividing that portion of the yield or
effective yield (calculated as described above) which is tax exempt by 1
minus a stated tax rate and adding the quotient to that portion, if any,
of the yield of the Fund that is not tax exempt.
The tax equivalent yield noted above represents the application of
the highest Federal marginal personal income tax rate currently in effect.
The tax equivalent figure, however, does not include the potential effect
of any state or local (including, but not limited to, county, district or
city) taxes, including applicable surcharges. In addition, there may be
pending legislation which could affect such stated tax rate or yield.
Each investor should consult its tax adviser, and consider its own factual
circumstances and applicable tax laws, in order to ascertain the relevant
tax equivalent yield.
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.
From time to time, the Fund may use hypothetical tax equivalent
yields or charts in its advertising. These hypothetical yields or charts
will be used for illustrative purposes only and not as representative of
the Fund's past or future performance.
From time to time, advertising materials for the Fund may refer to or
discuss then-current or past economic conditions, developments and/or
events, or actual or proposed tax legislation. From time to time,
advertising materials for the Fund may also refer to statistical or other
information concerning trends relating to investment companies, as
compiled by industry associations such as the Investment Company
Institute.
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
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 April 20, 1994, the total net assets of the Dreyfus Cash
Management Funds amounted to approximately $17 billion.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New York
10286, acts as custodian of the Fund's investments. 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. Neither The Bank of New York nor The
Shareholder Services Group, Inc. has any part in determining the
investment policies of the Fund or which 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 auditors of the Fund.
APPENDIX
Description of S&P, Moody's and Fitch ratings:
S&P
Municipal Bond Ratings
An S&P municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation.
The ratings are based on current information furnished by the issuer
or obtained by S&P from other sources it considers reliable, and will
include: (1) likelihood of default-capacity and willingness of the
obligor as to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation; (2) nature and provisions of
the obligation; and (3) protection afforded by, and relative position of,
the obligation in the event of bankruptcy, reorganization or other
arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.
AAA
Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
AA
Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.
The AA rating may be modified by the addition of a plus or a minus sign,
which is used to show relative standing within the category.
Municipal Note Ratings
SP-1
The issuers of these municipal notes exhibit very strong or strong
capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics are given a plus (+)
designation.
Commercial Paper Ratings
The rating A is the highest rating and is assigned by S&P to issues
that are regarded as having the greatest capacity for timely payment.
Issues in this category are delineated with the numbers 1, 2 and 3 to
indicate the relative degree of safety. Paper rated A-1 indicates that
the degree of safety regarding timely payment is either overwhelming or
very strong. Those issues determined to possess overwhelming safety
characteristics are denoted with a plus sign (+) designation.
Moody's
Municipal Bond Ratings
Aaa
Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa
Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities. Bonds in the Aa category which
Moody's believes possess the strongest investment attributes are
designated by the symbol Aa1.
Municipal Note Ratings
Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG). Such ratings
recognize the difference between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower and short-term
cyclical elements are critical in short-term ratings, while other factors
of major importance in bond risk, long-term secular trends for example,
may be less important over the short run.
A short-term rating may also be assigned on an issue having a demand
feature. Such ratings will be designated as VMIG or, if the demand
feature is not rated, as NR. Short-term ratings on issues with demand
features are differentiated by the use of the VMIG symbol to reflect such
characteristics as payment upon periodic demand rather than fixed maturity
dates and payment relying on external liquidity. Additionally, investors
should be alert to the fact that the source of payment may be limited to
the external liquidity with no or limited legal recourse to the issuer in
the event the demand is not met.
Moody's short-term ratings are designated Moody's Investment Grade as
MIG 1 or VMIG 1 through MIG 4 or VMIG 4. As the name implies, when
Moody's assigns a MIG or VMIG rating, all categories define an investment
grade situation.
MIG 1/VMIG 1
This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
MIG 2/VMIG 2
This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.
Commercial Paper Ratings
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity
for repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins
in earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets
and assured sources of alternate liquidity. Issuers rated Prime-2 (P-2)
have a strong ability for repayment of senior short-term debt obligations.
Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
Fitch
Municipal Bond Ratings
The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The
ratings take into consideration special features of the issue, its
relationship to other obligations of the issuer, the current financial
condition and operative performance of the issuer and of any guarantor, as
well as the political and economic environment that might affect the
issuer's future financial strength and credit quality.
AAA
Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability
to pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA
Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+. Plus (+) and minus (-) signs are used with the
rating symbol AA to indicate the relative position of a credit within the
rating category.
Short-Term Ratings
Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and
municipal and investment notes.
Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings
on the existence of liquidity necessary to meet the issuer's obligations
in a timely manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1
Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
F-1+.
F-2
Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not
as great as the F-1+ and F-1 categories.
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
STATEMENT OF INVESTMENTS DECEMBER 31, 1993
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------- PRINCIPAL
TAX EXEMPT INVESTMENTS--100.0% AMOUNT VALUE
------------ ------------
<S> <C> <C>
- -------------------------------------------------------------------------------------
ALABAMA--.4%
Alabama Higher Education Loan Corp., Student Loan Revenue, VRDN 3.50%, Series A
(LOC; Fuji Bank) (a,b)............................................................. $ 1,500,000 $ 1,500,000
- -------------------------------------------------------------------------------------
CALIFORNIA--7.7%
California Pollution Control Financing Authority, RRR, Refunding, VRDN
(Ultra Power Rocklin Project) 4.50%, Series A (LOC; Bank of America) (a,b)......... 5,000,000 5,000,000
California School Cash Reserve Program Authority, Pooled Bonds
3.40%, Series A, 7/5/94............................................................ 6,000,000 6,014,750
Los Angeles County Metropolitan Transportation Authority, Sales Tax Revenue,
Refunding,
VRDN (Property C Second Senior) 2.90% (Insured; MBIA and SBPA; Industrial
Bank of Japan) (a)................................................................. 7,000,000 7,000,000
State of California, GO Notes, RAN 3.50%, 6/28/94.................................... 10,000,000 10,026,886
- -------------------------------------------------------------------------------------
COLORADO--5.3%
Colorado Student Obligation Bond Authority, Student Loan Revenue, VRDN
3.45%, Series A (LOC; Sumitomo Bank) (a,b)......................................... 19,400,000 19,400,000
- -------------------------------------------------------------------------------------
CONNECTICUT--1.7%
Connecticut Special Assessment Unemployment Compensation Advance Fund, Revenue
(Connecticut Unemployment) 3%, Series C, 7/1/94 (Insured; FGIC).................... 6,000,000 6,005,759
- -------------------------------------------------------------------------------------
DISTRICT OF COLUMBIA--10.1%
District of Columbia, VRDN:
4.25%, Series A3 (LOC; Bank of Tokyo) (a,b)........................................ 16,600,000 16,600,000
(General Fund Recovery) 4.75%, Series B (LOC; Sanwa Bank) (a,b).................... 20,100,000 20,100,000
- -------------------------------------------------------------------------------------
FLORIDA--.5%
Dade County, Solid Waste, IDR, VRDN (Montenay Ltd. Project)
3.20%, Series A (LOC; Banque Nationale de Paris) (a,b)............................. 2,000,000 2,000,000
- -------------------------------------------------------------------------------------
GEORGIA--.3%
Rockdale County Development Authority, Industrial Revenue, VRDN
(Liochem Inc. Project) 3.50% (LOC; Sanwa Bank) (a,b)............................... 1,000,000 1,000,000
- -------------------------------------------------------------------------------------
HAWAII--2.0%
Honolulu City and County, MFHR, VRDN (Hale Kua Gardens Project)
3.40%, Series A (LOC; Bank of Tokyo) (a,b)......................................... 7,222,000 7,222,000
- -------------------------------------------------------------------------------------
ILLINOIS--6.9%
City of Chicago, GO Notes 2.75%, Series 93B, 4/5/94 (LOC: Dai-Ichi Kangyo Bank,
Industrial Bank of Japan, Mitsubishi Bank, Sanwa Bank and Sumitomo Bank) (b)....... 5,000,000 5,000,000
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1993
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------- PRINCIPAL
TAX EXEMPT INVESTMENTS--(CONTINUED) AMOUNT VALUE
------------ ------------
<S> <C> <C>
- -------------------------------------------------------------------------------------
ILLINOIS (CONTINUED)
Newman, RRR, VRDN (Recontek Project) 3.20% (LOC; Bank of America) (a,b).............. $ 4,600,000 $ 4,600,000
State of Illinois, GO Notes 3.50%, 6/15/94........................................... 12,560,000 12,593,228
Village of Skokie, VRDN (Fashion Square Associates) 3.50% (LOC; Bankers Trust)
(a,b)................................................................................ 1,000,000 1,000,000
West Chicago, IDR, VRDN (Acme Printing Ink Project) 3.375% (LOC; Bank of Tokyo)
(a,b)................................................................................ 2,000,000 2,000,000
- -------------------------------------------------------------------------------------
INDIANA--1.4%
Indiana Bond Bank Advance Education Funding Program, Tax Exempt Notes
3.15%, Series A-2, 1/18/94......................................................... 5,000,000 5,000,906
- -------------------------------------------------------------------------------------
KENTUCKY--6.9%
Boone County, IDR, VRDN (Curtin Matheson Science) 3.35%, (LOC; Barclays Bank)
(a,b)................................................................................ 1,500,000 1,500,000
Daviess County, Solid Waste Disposal Facility Revenue, VRDN (Scott Paper C. Project)
4.25% (LOC; Morgan Guaranty Trust) (a,b)........................................... 11,800,000 11,800,000
Georgetown, Public Project Revenue, VRDN 3.50% (LOC; Bank of Tokyo) (a,b)............ 80,000 80,000
Kentucky Association of Counties Reinsurance Trust, Revenue, VRDN
3.60% (LOC; Hong Kong Shanghai Bank) (a,b)......................................... 5,300,000 5,300,000
Kentucky Housing Corp., HR, Bonds 2.80%, Series E, 10/27/94.......................... 6,300,000 6,300,000
- -------------------------------------------------------------------------------------
MASSACHUSETTS--4.2%
Commonwealth of Massachusetts, GO Notes 3.40%, 11/22/94.............................. 15,000,000 15,110,408
- -------------------------------------------------------------------------------------
MICHIGAN--.5%
Michigan Higher Education Student Loan Authority, Revenue, VRDN 3.30%, Series XII-F
(Insured; AMBAC and Liquidity Agreement; Sumitomo Bank) (a)........................ 2,000,000 2,000,000
- -------------------------------------------------------------------------------------
MINNESOTA--.9%
Minnesota Housing Finance Agency, Single Family Mortgage 2.60%, Series D, 1/12/95
(LOC; Societe Generale) (b)........................................................ 3,325,000 3,325,000
- -------------------------------------------------------------------------------------
MISSOURI--2.1%
Mexico Industrial Development Authority, Industrial Revenue, VRDN
(Optec DD USA Inc. Project) 3.275% (LOC; Industrial Bank of Japan) (a,b)........... 1,000,000 1,000,000
Missouri Higher Education Loan Authority, Student Loan Revenue, Refunding, VRDN
3.15%, Series B (Insured; MBIA and Liquidity Facility;
Internationale Nederlanden Bank) (a)............................................... 6,500,000 6,500,000
- -------------------------------------------------------------------------------------
NEW YORK--9.6%
City of New York:
RAN 3.50%, Series B, 6/30/94....................................................... 9,000,000 9,026,330
TAN 3.125%, Series A, 4/8/94....................................................... 10,000,000 10,013,555
Suffolk County, TAN 3%, 9/15/94 (LOC; Chemical Bank) (b)............................. 16,000,000 16,016,425
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1993
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------- PRINCIPAL
TAX EXEMPT INVESTMENTS--(CONTINUED) AMOUNT VALUE
------------ ------------
<S> <C> <C>
- -------------------------------------------------------------------------------------
NORTH CAROLINA--.6%
Craven County Industrial Facilities and Pollution Control Financing Authority,
VRDN (Craven Wood Energy) 4.50%, Series A (LOC; Mitsubishi Bank) (a,b)............. $ 2,300,000 $ 2,300,000
- -------------------------------------------------------------------------------------
OHIO--5.4%
Montgomery County, IDR, VRDN (Modern Industrial Plastic Project)
3.375% (LOC; Industrial Bank of Japan) (a,b)....................................... 1,000,000 1,000,000
Ohio Housing Finance Authority, SFMR 2.95%, Series A-2, 6/1/94
(GIC; Goldman, Sachs and Co.)...................................................... 5,000,000 5,000,000
Piqua, IDR, VRDN (Berwick Steel Co. Project) 3.40%, (LOC; Sanwa Bank) (a,b).......... 3,000,000 3,000,000
Student Loan Funding Corp., Student Loan Revenue:
2.90%, Series A, 7/1/94 (LOC; Fuji Bank) (b)....................................... 9,500,000 9,500,000
VRDN 3.40%, Series B-1 (LOC; Sumitomo Bank) (a,b).................................. 1,000,000 1,000,000
- -------------------------------------------------------------------------------------
OKLAHOMA--1.6%
Tulsa Industrial Authority, HR, VRDN (Hillcrest Medical Center Project)
3% (LOC; Sumitomo Bank) (a,b)...................................................... 5,700,000 5,700,000
- -------------------------------------------------------------------------------------
OREGON--.5%
State of Oregon, EDR, VRDN (Jae Oregon Inc. Proj.)
3.375% (LOC; Bank of Tokyo) (a,b).................................................. 2,000,000 2,000,000
- -------------------------------------------------------------------------------------
PENNSYLVANIA--10.9%
Cambria County Hospital Development Authority, HR (Mercy Johnstown Hospital)
2.50%, 3/1/94 (LOC; Bank of Tokyo) (b)............................................. 4,000,000 4,000,000
Cambria County Industrial Development Authority, RRR, VRDN (Cambria Cogen Project)
3.25%, Series V-2 (LOC; Fuji Bank) (a,b)........................................... 1,000,000 1,000,000
Carbon County Industrial Development Authority, RRR, CP (Panther Creek Partners
Project)
2.35%, Series A, 3/8/94 (LOC; National Westminster Bank) (b)....................... 30,000,000 30,000,000
Upper Allegheny Joint Sanitary Authority, Electric Revenue (Allegheny Valley North)
2.85%, 7/15/94 (GIC; American International Group)................................. 4,750,000 4,750,000
- -------------------------------------------------------------------------------------
TENNESSEE--1.1%
Metropolitan Government Nashville and Davidson County Health and Education
Facilities Board, Revenue (Vanderbilt University) 2.60%, Series A, 1/15/94......... 4,000,000 4,000,000
- -------------------------------------------------------------------------------------
TEXAS--12.4%
Brazos Higher Education Authority Inc., Student Loan Revenue
2.80%, Series B-1, 6/1/94 (LOC; Sallie Mae) (b).................................... 5,000,000 5,000,000
Greater East Texas Higher Education Authority Inc., Student Loan Revenue
(Senior Lein):
2.75%, Series A, 5/1/94 (LOC; Sallie Mae) (b).................................... 4,500,000 4,500,000
Refunding 2.75%, Series B, 5/1/94 (LOC; Sallie Mae) (b).......................... 3,000,000 3,000,000
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1993
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------- PRINCIPAL
TAX EXEMPT INVESTMENTS--(CONTINUED) AMOUNT VALUE
------------ ------------
<S> <C> <C>
- -------------------------------------------------------------------------------------
TEXAS (CONTINUED)
Harris County, VRDN (Toll Road Unlimited Tax-Sublien):
3%, Series D (SBPA; Sumitomo Bank) (a)............................................. $ 8,000,000 $ 8,000,000
3%, Series E (SBPA; Sumitomo Bank) (a)............................................. 10,000,000 10,000,000
Houston Health Facilities Development Corp., HR, VRDN
4.50% (SBPA: Methodist Hospital and Morgan Guaranty Trust) (a)..................... 12,300,000 12,300,000
San Antonio Housing Finance Corp., MFHR, VRDN (Sunrise Apartments Project)
3.30% (LOC; Swiss Bank Corp.) (a,b)................................................ 2,500,000 2,500,000
- -------------------------------------------------------------------------------------
VERMONT--1.2%
Vermont Industrial Development Authority, IDR, VRDN (Ryegate Project)
3.60% (LOC; ABN-Amro Bank) (a,b)................................................... 4,300,000 4,300,000
- -------------------------------------------------------------------------------------
VIRGINIA--2.5%
Campbell County Industrial Development Authority, Exempt Facility Revenue, VRDN
(Hadson Power Project) 4.65%, Series 12A (LOC; Barclays Bank) (a,b)................ 2,800,000 2,800,000
Charles City and County Industrial Development Authority, Exempt Facility Revenue,
VRDN (Chambers Development Inc. Project) 3.25% (LOC; North Carolina
National Bank) (a,b)............................................................... 4,700,000 4,700,000
Chesapeake Industrial Development Authority, IDR, VRDN (Sumitomo Mach Co.)
3.40% (LOC; Sumitomo Bank) (a,b)................................................... 1,500,000 1,500,000
- -------------------------------------------------------------------------------------
PUERTO RICO--3.3%
Commonwealth of Puerto Rico, TRAN 3%, 7/29/94........................................ 12,000,000 12,025,419
------------
TOTAL INVESTMENTS (cost $363,910,666)................................................ $363,910,666
------------
------------
</TABLE>
- --------------------------------------------------------------------------------
SUMMARY OF ABBREVIATIONS
<TABLE>
<S> <C> <C> <C>
AMBAC American Municipal Bond Assurance Corporation MBIA Municipal Bond Insurance Association
CP Commercial Paper MFHR Multi-Family Housing Revenue
EDR Economic Development Revenue RAN Revenue Anticipation Notes
FGIC Federal Guaranty Insurance Company RRR Resources Recovery Revenue
GIC Guaranty Investment Contract SBPA Standby Bond Purchase Agreeement
GO General Obligation SFMR Single Family Mortgage Revenue
HR Hospital Revenue TAN Tax Anticipation Notes
IDR Industrial Development Revenue TRAN Tax and Revenue Anticipation Notes
LOC Letter of Credit VRDN Variable Rate Demand Notes
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
- --------------------------------------------------------------------------------
SUMMARY OF COMBINED RATINGS (UNAUDITED)
<TABLE>
<CAPTION>
PERCENTAGE OF
FITCH (C) OR MOODY'S OR STANDARD & POOR'S VALUE -------------
- ----------- ------------------- ---------------------
<S> <C> <C> <C> <C> <C>
F1+/F1 VMIG1/MIG1, P1 (d) SP1+/SP1, A1+/A1 (d) 98.5%
AAA/AA (e) Aaa/Aa (e) AAA/AA (e) 1.5
--------
100.0%
--------
--------
<FN>
- --------------------------------------------------------------------------------
NOTES TO STATEMENT OF INVESTMENTS:
(a) Securities payable on demand. The interest rate, which is subject to
change, is based upon bank prime rates or an index of market interest rates.
(b) Secured by letters of credit. At December 31, 1993, 58.22% of the Fund's
net assets are backed by letters of credit issued by domestic banks,
foreign banks and Government agencies.
(c) Fitch currently provides creditworthiness information for a limited amount
of investments.
(d) P1 and A1 are the highest ratings assigned tax-exempt commercial paper by
Moody's and Standard & Poor's, respectively.
(e) Notes which are not F, MIG or SP rated are represented by bond ratings of
the issuers.
(f) At December 31, 1993, the Fund had $92,461,699 (25.4% of net assets)
invested in securities whose payment of principal and interest is dependent
upon revenues generated from State/Territory projects.
</TABLE>
See notes to financial statements.
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1993
<TABLE>
<S> <C> <C>
ASSETS:
Investments in securities, at value--Note 1(a).......................................... $363,910,666
Cash.................................................................................... 2,067,021
Interest receivable..................................................................... 1,991,231
Prepaid expenses........................................................................ 11,456
------------
367,980,374
LIABILITIES:
Due to The Dreyfus Corporation.......................................................... $ 69,581
Payable for investment securities purchased............................................. 3,326,441 3,396,022
---------- ------------
NET ASSETS at value represented by paid in capital........................................ $364,584,352
------------
------------
Shares of Beneficial Interest Outstanding:
Class A Shares
(unlimited number of $.001 par value shares authorized)............................... 364,583,849
------------
------------
Class B Shares
(unlimited number of $.001 par value shares authorized)............................... 503
------------
------------
NET ASSET VALUE per share:
Class A Shares
($364,583,849 / 364,583,849 shares)................................................. $1.00
-----
-----
Class B Shares
($503 / 503 shares)................................................................. $1.00
-----
-----
</TABLE>
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1993
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
INTEREST INCOME......................................................................... $ 9,102,487
EXPENSES:
Management fee--Note 2(a)............................................................. $ 699,818
Shareholder servicing costs--Note 2(c)................................................ 88,826
Registration fees..................................................................... 57,402
Custodian fees........................................................................ 41,838
Professional fees..................................................................... 26,895
Prospectus and shareholders' reports.................................................. 8,683
Trustees' fees and expenses--Note 2(d)................................................ 4,913
Miscellaneous......................................................................... 14,296
----------
942,671
Less--reduction in management fee due to
undertakings--Note 2(a)............................................................. 242,853
----------
TOTAL EXPENSES.................................................................... 699,818
------------
INVESTMENT INCOME--NET.................................................................... 8,402,669
NET REALIZED GAIN ON INVESTMENTS--Note 1(b)............................................... 4,545
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...................................... $ 8,407,214
------------
------------
</TABLE>
See notes to financial statements.
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1992 1993
-------------- --------------
<S> <C> <C>
OPERATIONS:
Investment income--net......................................................... $ 7,148,526 $ 8,402,669
Net realized gain on investments............................................... 54,348 4,545
Net unrealized (depreciation) on investments for the year...................... (991) --
-------------- --------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS....................... 7,201,883 8,407,214
-------------- --------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income--net:
Class A shares............................................................... (7,148,526) (8,402,666)
Class B shares............................................................... -- (3)
Net realized gain on investments:
Class A shares............................................................... (51,667) (4,545)
Class B shares............................................................... -- --
-------------- --------------
TOTAL DIVIDENDS............................................................ (7,200,193) (8,407,214)
-------------- --------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares............................................................... 2,416,796,830 4,389,322,884
Class B shares............................................................... -- 500
Dividends reinvested:
Class A shares............................................................... 5,301,627 6,579,664
Class B shares............................................................... -- 3
Cost of shares redeemed:
Class A shares............................................................... (2,313,768,261) (4,290,735,104)
Class B shares............................................................... -- --
-------------- --------------
INCREASE IN NET ASSETS FROM BENEFICIAL INTEREST TRANSACTIONS............... 108,330,196 105,167,947
-------------- --------------
TOTAL INCREASE IN NET ASSETS............................................. 108,331,886 105,167,947
NET ASSETS:
Beginning of year.............................................................. 151,084,519 259,416,405
-------------- --------------
End of year.................................................................... $ 259,416,405 $ 364,584,352
-------------- --------------
-------------- --------------
</TABLE>
See notes to financial statements.
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Fund's Prospectus dated April 29, 1994.
See notes to financial statements.
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
- --------------------------------------------------------------------------------
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 exclusive 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 September 14, 1993. Effective September 30, 1993, 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 September 30, 1993. 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. Interest income, adjusted for amortization
of premiums and, when appropriate, discounts on investments, is earned from
settlement date and recognized on the accrual basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. 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, which can distribute tax exempt
dividends, 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 income and net realized capital gain sufficient to
relieve it from all, or substantially all, Federal income taxes.
At December 31, 1993, 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).
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 and extraordinary expenses, exceed the expense limitation
of any state having jurisdiction over the Fund for any full year. The most
stringent state expense limitation applicable to the Fund presently requires
reimbursement of expenses in any full 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"
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
regulations. However, the Manager had undertaken through September 29, 1993 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) exceeded 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 undertakings, amounted to $242,853 for the period from January 1, 1993
through September 29, 1993.
Commencing September 30, 1993, the Manager and not the Fund, will be
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 September 30, 1993, 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 professional) based on the value of the Fund's Class
B shares owned by clients of the Service Agent. From September 30 ,1993 through
December 31, 1993, pursuant to the Class B Service Plan, the Fund was not
charged.
(C) Pursuant to the Fund's Shareholder Services Plan ("Class A Shareholder
Services Plan"), the Fund reimburses the Distributor an amount not to exceed an
annual rate of .25 of 1% of the value of the 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 year ended December 31, 1993, the Fund was charged an aggregate of
$46,447 pursuant to the Class A Shareholder Services Plan.
(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 $1,000 and an attendance
fee of $250 per meeting.
(E) On December 5, 1993, the Manager entered into an Agreement and Plan of
Merger 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 the receipt of certain regulatory approvals and the
approvals of the stockholders of the Manager and of Mellon. The merger is
expected to occur in mid-1994, but could occur significantly later.
Because the merger will constitute an "assignment" of the Fund's
Management Agreement with the Manager under the Investment Company Act of 1940,
and thus a termination of such Agreement, the Manager will seek prior approval
from the Fund's Board and shareholders.
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
- --------------------------------------------------------------------------------
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
We have audited the accompanying statement of assets and liabilities of
Dreyfus Municipal Cash Management Plus, including the statement of investments,
as of December 31, 1993, 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
December 31, 1993 by correspondence with the custodian and brokers. 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 Municipal Cash Management Plus. at December 31, 1993, 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
New York, New York
February 4, 1994
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
- --------------------------------------------------------------------------------
IMPORTANT TAX INFORMATION (UNAUDITED)
In accordance with Federal tax law, the Fund hereby designates all the
dividends paid from investment incomenet during the calendar year ended
December 31, 1993 as "exempt-interest dividends" (not generally subject to
regular Federal income tax).
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement: Condensed
Financial Information, with respect to Class A Shares, for
the period from October 15, 1990 (commencement of operations)
to December 31, 1990 and for each of the three years in the
period ended December 31, 1993 and, with respect to the Class
B shares, for the period from September 30, 1993
(commencement of initial offering) to December 31, 1993.
Included in Part B of the Registration Statement:
Statement of Investments-- December 31, 1993
Statement of Assets and Liabilities-- December 31, 1993
Statement of Operations--year ended December 31, 1993
Statement of Changes in Net Assets--for the years ended
December 31, 1992 and 1993
Notes to Financial Statements
Report of Ernst & Young, Independent Auditors, dated
February 4, 1994
Schedule Nos. I through VII and other financial statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes which
are included in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Amended and Restated Agreement and Declaration of
Trust is incorporated by reference to Exhibit (1) of Post-
Effective Amendment No. 5 to the Registration Statement on Form
N-1A, filed on September 30, 1993.
(2) Registrant's By-Laws are incorporated by reference to Exhibit (2)
of Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on October 12, 1990.
(4) Specimen certificate for the Registrant's securities is
incorporated by reference to Exhibit (4) of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A, filed
on October 12, 1990.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on April 11, 1991.
(6)(a) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on April 11, 1991.
(8)(a) Custody Agreement is incorporated by reference to Exhibit 8(a) of
Post-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on April 11, 1991.
(8)(b) Sub-Custodian Agreements are incorporated by reference to Exhibit
8(b) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on October 12, 1990.
(9) Shareholder Services Plan is incorporated by reference to Exhibit
(9) of Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A, filed on August 23, 1993.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on October 12, 1990.
(11) Consent of Independent Auditors.
(15) Service Plan is incorporated by reference to Exhibit (15) of
Post-Effective Amendment No. 4 to the Registration Statement on
Form N-1A, filed on August 23, 1993.
Item 24. Financial Statements and Exhibits - List (continued)
(16) Schedule of Computation of Performance Data for Class A and Class
B Shares.
Other Exhibits
(a) Power of Attorney for David W. Burke, Trustee. All
other Powers of Attorney are incorporated by reference
to Other Exhibits (a) of Post-Effective Amendment Nos.
1, 2 and 5 to the Registration Statements on Form N-1A,
filed on September 14, 1990, and March 16, 1992 and
September 30, 1993, respectively.
(b) Certificate of Secretary is incorporated by reference to
Other Exhibits (b) of Post-Effective Amendment No. 1 to
the Registration Statement on Form N-1A, filed on
September 14, 1990.
Item 25. Persons Controlled by or under Common Control with Registrant
Not Applicable
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of April 7, 1994
Shares of beneficial
interest (par value
$.001)
Class A . . . . . . . . . . . . . . . . . . . 64
Class B . . . . . . . . . . . . . . . . . . . 3
Item 27. Indemnification
The Statement as to the general effect of any contract,
arrangements or statute under which a trustee, officer, underwriter
or affiliated person of the Registrant is indemnified is
incorporated by reference to Item 27 of Part C of Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A, filed
on September 14, 1990.
Reference is also made to the Distribution Agreement incorporated
by reference to Exhibit (6) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on September 14, 1990.
Item 28. Business and Other Connections of Investment Adviser
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act of
1940 and as an investment adviser to institutional and individual
accounts. Dreyfus also serves as sub-investment adviser to and/or
administrator of other investment companies. Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily
as distributor of shares of investment companies sponsored by
Dreyfus and of other investment companies for which Dreyfus acts as
investment adviser, sub-investment adviser or administrator.
Dreyfus Management, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
ABIGAIL Q. McCARTHY Author, lecturer, columnist and educational
Director consultant
2126 Connecticut Avenue
Washington, D.C. 20008
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board, President and Investment
Chairman of the Board and Officer:
Chief Executive Officer Dreyfus Capital Growth Fund (A Premier
Fund)++;
Chairman of the Board and Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus New Leaders Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc. ++;
The Dreyfus Third Century Fund, Inc.++;
Chairman of the Board:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund++++;
The Dreyfus Consumer Credit Corporation*;
HOWARD STEIN Dreyfus Land Development Corporation*;
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
President, Managing General Partner and
Investment Officer:
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Strategic Growth, L.P. ++;
Director, President and Investment Officer:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Investing++;
Dreyfus Growth Opportunity Fund, Inc.++;
Premier Growth Fund, Inc.++;
Dreyfus Growth Allocation Fund, Inc.++
Director and Investment Officer:
Dreyfus Growth and Income Fund, Inc.++;
President:
Dreyfus Consumer Life Insurance Company*;
Director:
Avnet, Inc.**;
Comstock Partners Strategy Fund, Inc.***;
Dreyfus A Bonds Plus, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
The Dreyfus Fund International
Limited++++++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
Dreyfus Strategic Governments Income,
Inc.++;
The Dreyfus Trust Company++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
FN Network Tax Free Money Market Fund,
Inc.++;
HOWARD STEIN Seven Six Seven Agency, Inc.*;
(cont'd) World Balanced Fund++++;
Trustee and Investment Officer:
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Strategic Investing++;
Dreyfus Variable Investment Fund++;
Trustee:
Corporate Property Investors
New York, New York;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Strategic Income++
JULIAN M. SMERLING Director and Executive Vice President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
Dreyfus Consumer Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Vice Chairman and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Partnership Management, Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, Chief Operating The Dreyfus Trust Company++;
Officer and Director Director, President and Investment Officer:
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
JOSEPH S. DiMARTINO Dreyfus Edison Electric Index Fund,
(cont'd) Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Partnership Management, Inc.*;
The Dreyfus Trust Company (N.J.)++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Trustee, President and Investment Officer:
Dreyfus Cash Management++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Premier GNMA Fund++;
Trustee and President:
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
Trustee, Vice President and Investment Officer:
Dreyfus Institutional Short Term
Treasury Fund++;
Trustee and Investment Officer:
Premier GNMA Fund++;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director, Vice President and Investment
Officer:
Dreyfus Balanced Fund, Inc.++;
Director and Vice President:
Dreyfus Service Organization, Inc.*;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
Director and Investment Officer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Short-Term Income Fund, Inc.++;
Premier Growth Fund, Inc.++;
Director and Corporate Member:
Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
JOSEPH S. DiMARTINO Director:
(cont'd) Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
President and Investment Officer:
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Vice President:
Dreyfus Consumer Life Insurance Company*;
Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
President, Chief Operating Officer and
Director:
Major Trading Corporation*
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant and The Dreyfus Security Savings
Director Bank, F.S.B.+;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus America Fund++++;
Dreyfus BASIC Municipal Fund ++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
LAWRENCE M. GREENE Dreyfus New Leaders Fund, Inc.++;
(cont'd) Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++;
Seven Six Seven Agency, Inc.*;
Vice President:
Dreyfus Growth Opportunity Fund, Inc.++;
Trustee:
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Investment Officer:
The Dreyfus Fund Incorporated++
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Vice President:
Dreyfus Consumer Life Insurance Company*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Assistant Treasurer:
The Dreyfus Fund Incorporated++;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus Thrift & Commerce****
ALAN M. EISNER Director and President:
Vice President and Chief The Truepenny Corporation*;
Financial Officer Vice President and Chief Financial Officer:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance Company*;
Treasurer:
Dreyfus Realty Advisors, Inc.+++;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
Dreyfus Thrift & Commerce****;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*
DAVID W. BURKE Vice President and Director:
Vice President and Chief The Dreyfus Trust Company++;
Administrative Officer Formerly, President:
CBS News, a division of CBS, Inc.
524 West 57th Street
New York, New York 10019
Director:
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond
Fund, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Intermediate Municipal Bond
Fund, Inc.++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New York Tax Exempt Bond
Fund, Inc.++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Trustee:
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Cash Management++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
DAVID W. BURKE Dreyfus Pennsylvania Municipal Money
(cont'd) Market Fund++;
Dreyfus Short-Intermediate Government
Fund++
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++
ELIE M. GENADRY President:
Vice President - Institutional Services Division of Dreyfus
Institutional Sales Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Senior Vice President:
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Vice President:
The Dreyfus Trust Company++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
Treasurer:
Pacific American Fund+++++
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
Dreyfus America Fund++++;
Dreyfus Consumer Life Insurance Company*;
The Dreyfus Trust Company++;
Vice President:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
DANIEL C. MACLEAN Dreyfus New York Insured Tax Exempt Bond
(cont'd) Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
FN Network Tax Free Money Market Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
DANIEL C. MACLEAN Premier New York Municipal Bond Fund++;
(cont'd) Premier State Municipal Bond Fund++;
Secretary:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
DANIEL C. MACLEAN Dreyfus Strategic Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Seven Six Seven Agency, Inc.*;
Director and Assistant Secretary:
The Dreyfus Fund International
Limited++++++
JEFFREY N. NACHMAN Vice President-Financial:
Vice President - Mutual Dreyfus A Bonds Plus, Inc.++;
Fund Accounting Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
JEFFREY N. NACHMAN Dreyfus New Jersey Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc.++;
FN Network Tax Free Money Market Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
JEFFREY N. NACHMAN General Government Securities Money Market
(cont'd) Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Vice President and Treasurer:
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie U.S. Government Income
Fund++;
JEFFREY N. NACHMAN First Prairie U.S. Treasury Securities
(Cont'd) Cash Management++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Assistant Treasurer:
Pacific American Fund+++++
PETER A. SANTORIELLO Director, President and Investment
Vice President Officer:
Dreyfus Balanced Fund, Inc.++;
Director and President:
Dreyfus Management, Inc.*;
Vice President:
Dreyfus Personal Management, Inc.*
ROBERT H. SCHMIDT President and Director:
Vice President Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
Formerly, Chairman and Chief Executive
Officer:
Levine, Huntley, Schmidt & Beaver
250 Park Avenue
New York, New York 10017
KIRK V. STUMPP Senior Vice President and
Vice President - Director of Marketing:
New Product Development Dreyfus Service Corporation*
PHILIP L. TOIA Chairman of the Board and Vice President:
Vice President and Dreyfus Thrift & Commerce****;
Director of Fixed- Director:
Income Research The Dreyfus Security Savings Bank F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit Corporation*;
President and Director:
Dreyfus Personal Management, Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
KATHERINE C. WICKHAM Vice President:
Assistant Vice President - Dreyfus Consumer Life Insurance
Human Resources Company++;
Formerly, Assistant Commissioner:
Department of Parks and Recreation of the
City of New York
830 Fifth Avenue
New York, New York 10022
JOHN J. PYBURN Treasurer and Assistant Secretary:
Assistant Vice President The Dreyfus Fund International
Limited++++++;
Treasurer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
JOHN J. PYBURN Dreyfus New York Tax Exempt Intermediate
(cont'd) Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
FN Network Tax Free Money Market Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
JOHN J. PYBURN Premier California Municipal Bond Fund++;
(cont'd) Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Consumer Life Insurance Company*;
Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President:
Secretary and Deputy Dreyfus A Bonds Plus, Inc.++;
General Counsel Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
MARK N. JACOBS Dreyfus Municipal Bond Fund, Inc.++;
(cont'd) Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Director:
World Balanced Fund++++;
Secretary:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
MARK N. JACOBS Dreyfus Insured Municipal Bond Fund,
(cont'd) Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market
Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
FN Network Tax Free Money Market Fund,
Inc.++;
General California Municipal Money Market
Fund++;
MARK N. JACOBS General Government Securities Money Market
(cont'd) Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Pacific American Fund+++++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund, (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
CHRISTINE PAVALOS Dreyfus Global Bond Fund, Inc.++;
(cont'd) Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Global Investing++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Allocation Fund,
Inc.++;
Dreyfus Growth and Income, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Intermediate
Municipal Bond Fund++;
Dreyfus Massachusetts Municipal Money
Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond
Fund++;
Dreyfus Michigan Municipal Money Market
Fund, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund,
Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
CHRISTINE PAVALOS Dreyfus 100% U.S. Treasury Intermediate
(cont'd) Term Fund++;
Dreyfus 100% U.S. Treasury Long Term
Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Service Corporation*;
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth
Fund, Inc.++;
Dreyfus Strategic Governments Income,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt Bond Fund,
Inc. ++;
First Prairie Municipal Money Market
Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities
Cash Management++;
FN Network Tax Free Money Market Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
CHRISTINE PAVALOS General Municipal Money Market Fund,
(cont'd) Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money Market
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier California Municipal Bond Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New York,
New York 10006.
**** The address of the business so indicated is Five Triad Center, Salt
Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
++++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Money Market Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Growth, L.P. (A Strategic Fund)
24) Dreyfus Global Investing, Inc.
25) Dreyfus GNMA Fund, Inc.
26) Dreyfus Government Cash Management
27) Dreyfus Growth and Income Fund, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) Dreyfus Investors GNMA Fund
35) The Dreyfus Leverage Fund, Inc.
36) Dreyfus Life and Annuity Index Fund, Inc.
37) Dreyfus Liquid Assets, Inc.
38) Dreyfus Massachusetts Intermediate Municipal Bond Fund
39) Dreyfus Massachusetts Municipal Money Market Fund
40) Dreyfus Massachusetts Tax Exempt Bond Fund
41) Dreyfus Michigan Municipal Money Market Fund, Inc.
42) Dreyfus Money Market Instruments, Inc.
43) Dreyfus Municipal Bond Fund, Inc.
44) Dreyfus Municipal Money Market Fund, Inc.
45) Dreyfus New Jersey Intermediate Municipal Bond Fund
46) Dreyfus New Jersey Municipal Bond Fund, Inc.
47) Dreyfus New Jersey Municipal Money Market Fund, Inc.
48) Dreyfus New Leaders Fund, Inc.
49) Dreyfus New York Insured Tax Exempt Bond Fund
50) Dreyfus New York Municipal Cash Management
51) Dreyfus New York Tax Exempt Bond Fund, Inc.
52) Dreyfus New York Tax Exempt Intermediate Bond Fund
53) Dreyfus New York Tax Exempt Money Market Fund
54) Dreyfus Ohio Municipal Money Market Fund, Inc.
55) Dreyfus 100% U.S. Treasury Intermediate Term Fund
56) Dreyfus 100% U.S. Treasury Long Term Fund
57) Dreyfus 100% U.S. Treasury Money Market Fund
58) Dreyfus 100% U.S. Treasury Short Term Fund
59) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
60) Dreyfus Pennsylvania Municipal Money Market Fund
61) Dreyfus Short-Intermediate Government Fund
62) Dreyfus Short-Intermediate Municipal Bond Fund
63) Dreyfus Short-Term Income Fund, Inc.
64) The Dreyfus Socially Responsible Growth Fund, Inc.
65) Dreyfus Strategic Growth, L.P.
66) Dreyfus Strategic Income
67) Dreyfus Strategic Investing
68) Dreyfus Tax Exempt Cash Management
69) The Dreyfus Third Century Fund, Inc.
70) Dreyfus Treasury Cash Management
71) Dreyfus Treasury Prime Cash Management
72) Dreyfus Variable Investment Fund
73) Dreyfus-Wilshire Target Funds, Inc.
74) Dreyfus Worldwide Dollar Money Market Fund, Inc.
75) First Prairie Cash Management
76) First Prairie Diversified Asset Fund
77) First Prairie Money Market Fund
78) First Prairie Municipal Money Market Fund
79) First Prairie Tax Exempt Bond Fund, Inc.
80) First Prairie U.S. Government Income Fund
81) First Prairie U.S. Treasury Securities Cash Management
82) FN Network Tax Free Money Market Fund, Inc.
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Fund, Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Fund, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
91) Pacific American Fund
92) Peoples Index Fund, Inc.
93) Peoples S&P MidCap Index Fund, Inc.
94) Premier Insured Municipal Bond Fund
95) Premier California Municipal Bond Fund
96) Premier GNMA Fund
97) Premier Growth Fund, Inc.
98) Premier Municipal Bond Fund
99) Premier New York Municipal Bond Fund
100) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President and Director None
Lawrence M. Greene* Executive Vice President and Director None
Julian M. Smerling* Executive Vice President and Director None
Elie M. Genadry* Executive Vice President Senior Vice
President
Henry D. Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President Senior Vice
President
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President and None
Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-Trading None
Daniel C. Maclean* Secretary Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices with Positions and
Name and principal Broker-Dealer Division of offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Elie M. Genadry* President Senior Vice
President
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales Manager None
Kristina Williams
Pomano Beach, FL Vice President-Administration None
James Barr
Newton, MA Regional Vice President None
Mary B. Brundage
Pasadena, CA Regional Vice President None
Edward Donley
Latham, NY Regional Vice President None
Thomas Ellis
Ranchero Murietta, CA Regional Vice President None
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino
San Francisco, CA Regional Vice President None
William Frey
Hoffman Estates, IL Regional Vice President None
Suzanne Haley
Tampa, FL Regional Vice President None
Philip Jochem
Warrington, PA Regional Vice President None
Richard P. Kundracik
Waterford, MI Regional Vice President None
Michael Lane
Beaver Falls, PA Regional Vice President None
Fred Lanier
Atlanta, GA Regional Vice President None
Beth Presson
Colchester, VT Regional Vice President None
Joseph Reaves
New Orleans, LA Regional Vice President None
Christian Renninger
Germantown, MD Regional Vice President None
Robert J. Richardson
Houston, TX Regional Vice President None
Kurt Wiessner
Minneapolis, MN Regional Vice President None
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Institutional Services Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President Senior Vice
President
Donald A. Nanfeldt* Executive Vice President Senior Vice
President
Charles Cardona** Senior Vice President- None
Institutional Services
Stacy Alexander* Vice President-Bank Wholesale None
Eric Almquist* Vice President-Eastern Regional None
Sales Manager
James E. Baskin+++++++ Vice President-Institutional Sales None
Kenneth Bernstein
Boca Raton, FL Vice President-Bank Wholesale None
Stephen Burke* Vice President-Bank Wholesaler None
Sales Manager
Laurel A. Diedrick
Burrows*** Vice President-Bank Wholesale None
Gary F. Callahan
Somerville, NJ Vice President-Bank Wholesale None
Daniel L. Clawson++++ Vice President-Institutional Sales None
Anthony T. Corallo
San Francisco, CA Vice President-Institutional Sales None
Bonnie M. Cymbryla
Brewerton, NY Vice President-Bank Wholesale None
William Davis
Bellevue, WA Vice President None
Steven Faticone***** Vice-President-Bank Wholesale None
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-Institutional Sales None
Carol Anne Kelty* Vice President-Institutional Sales None
Gwenn Kessler***** Vice President-Bank Wholesale None
Nancy Knee++++ Vice President-Bank Wholesale None
Bradford Lange* Vice President-Bank Wholesale None
Kathleen McIntyre
Lewis++ Vice President-Western Regional None
Sales Manager
Eva Machek***** Vice President-Institutional Sales None
Bradley R. Maybury
Seattle, WA Vice President-Bank Wholesale None
Mary McCabe*** Vice President-Bank Wholesale None
James McNamara***** Vice President-Institutional Sales None
James Neiland* Vice President-Bank Wholesale- None
National Accounts Manager
Susan M. O'Connor* Vice President-Institutional
Seminars None
Andrew Pearson* Vice President-Institutional Sales None
Jean Heitzman Penny***** Vice President-Institutional Sales None
Dwight Pierce+ Vice President-Bank Wholesale None
Lorianne Pinto* Vice President-Bank Wholesale None
Douglas Rentschler
Grosse Point Park, MI Vice President-Bank Wholesale None
Leah Ryan**** Vice President-Institutional Sales None
Emil Samman* Vice President-Institutional
Marketing None
Edward Sands* Vice President-Institutional
Administration None
William Schalda* Vice President-Institutional None
Administration
Sue Ann Seefeld++++ Vice President-Institutional Sales None
Brant Snavely
Charlotte, NC Vice President-Bank Wholesale None
Thomas Stallings
Richmond, VA Vice President-Institutional Sales None
Elizabeth Biordi Vice President-Institutional
Wieland* Administration None
Thomas Winnick
Malverne, PA Vice President-Bank Wholesale None
Jeanne Butler* Assistant Vice President-
Institutional Operations None
Roberta Hall***** Assistant Vice President-
Institutional Servicing None
Tracy Hopkins** Assistant Vice President-
Institutional Operations None
Lois Paterson* Assistant Vice President-
Institutional Operations None
Mary Rogers** Assistant Vice President-
Institutional Servicing None
Karen Markovic
Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-
Institutional Support None
Emilie Tongalson** Assistant Vice President-
Institutional Servicing None
Carolyn Warren Stein++ Assistant Vice President-
Institutional Servicing None
Tonda Watson**** Assistant Vice President-
Institutional Sales None
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Group Retirement Plans Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President Senior Vice
President
Robert W. Stone* Executive Vice President None
Leonard Larrabee* Vice President and Senior Counsel None
George Anastasakos* Vice President None
Bart Ballinger++ Vice President-Sales None
Paula Cleary* Vice President-Marketing None
Ellen S. Dinas* Vice President-Marketing/Communications None
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Jeffrey Lejune
Dallas, TX Vice President-Sales None
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Joseph Pickert++ Vice President-Sales None
Alison Saunders** Vice President-Enrollment None
Scott Zeleznik* Vice President-Sales None
Alana Zion* Vice President-Sales None
Jeffrey Blake* Assistant Vice President-Sales None
_____________________________________________________
* The address of the offices so indicated is 200 Park Avenue, New
York, New York 10166
** The address of the offices so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580 California Street,
San Francisco, California 94104.
**** The address of the offices so indicated is 3384 Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box 1657, Duxbury,
Massachusetts 02331.
++ The address of the offices so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest Hill
Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond Street,
San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a trustee or trustees when requested
in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares of beneficial interest and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 20 day of April, 1994.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
BY: /s/Richard J. Moynihan*
_______________________________
Richard J. Moynihan, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.
Signatures Title Date
_____________________________ ___________________________ __________
/s/Richard J. Moynihan* President (Principal Executive 4/20/94
_______________________ Officer) and Trustee
Richard J. Moynihan
/s/John J. Pyburn* Treasurer (Principal Financial 4/20/94
__________________ Officer)
John J. Pyburn
/s/Paul T. Molloy* Controller (Principal Accounting 4/20/94
__________________ Officer)
Paul T. Molloy
/s/David W. Burke* Trustee 4/20/94
__________________
David W. Burke
/s/Isabel P. Dunst* Trustee 4/20/94
___________________
Isabel P. Dunst
/s/Lyle E. Gramley* Trustee 4/20/94
___________________
Lyle E. Gramley
/s/Arthur Ross* Trustee 4/20/94
_______________
Arthur Ross
/s/Warren B. Rudman* Trustee 4/20/94
____________________
Warren B. Rudman
*BY: __________________________
Robert I. Frenkel,
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE NO.
Other Power of Attorney
24(b)(11) Consent of Independent Auditors
24(b)(16) Schedule of Computation of
Performance Data
POWER OF ATTORNEY FORM
David W. Burke, whose signature appears below on this Amendment to
Registration Statement hereby constitutes and appoints Mark N. Jacobs and
Robert I. Frenkel, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities (until revoked in writing) to sign any and all
amendments to the Registration Statement (including post-effective
amendments and amendments thereto), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Dreyfus Municipal Cash Management Plus
__________________________________
David W. Burke, Trustee
Dated: February 24, 1994
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated February 4, 1994 in this Registration Statement (Form N-1A No.
33-36821) of Dreyfus Municipal Cash Management Plus.
ERNST & YOUNG
New York, New York
April 20, 1994
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS - CLASS A
Value of Account 12/24/93 $ 1.000000000
+ Dividend on 12/25/93 $ 0.000146250
+ Dividend on 12/27/93 0.000074552
+ Dividend on 12/28/93 0.000075557
+ Dividend on 12/29/93 0.000075913
+ Dividend on 12/30/93 0.000075144
+ Dividend on 12/31/93 0.000088642 0.000536058
-------------
Value of Account 12/31/93 1.000536058
Less the value of account 12/24/93 (1.000000000)
-------------
Change in Account 0.000536058
Divided by value of account 12/24/93 1.000000000
-------------
Base Period Return 0.000536058
=============
Annualized Seven Day Yield ( 0.000536058 x 365 / 7) 2.80%
=============
Value of Account 12/24/93 $ 1.000000000
+ Dividend on 12/25/93 $ 0.000146250
+ Dividend on 12/27/93 0.000074552
+ Dividend on 12/28/93 0.000075557
+ Dividend on 12/29/93 0.000075913
+ Dividend on 12/30/93 0.000075144
+ Dividend on 12/31/93 0.000088642 0.000536058
-------------
Value of Account 12/31/93 1.000536058
Less the value of account 12/24/93 (1.000000000)
-------------
Change in Account 0.000536058
Divided by value of account 12/24/93 1.000000000
-------------
Base Period Return 0.000536058
=============
365/7
Annualized Effective Yield [( 0.000536058 +1) ]-1 2.83%
=============
TAX EQUIVALENT YIELD
Yield = 2.80%
Taxable portion of yield = 0.00%
------
Tax exempt portion of yield = 2.80%
======
Federal Tax Bracket = 39.60%
======
Tax
Equivalent Yield = 2.80 / (1- 0.3960 ) = 4.64%
======
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS - CLASS B
Value of Account 12/24/93 $ 1.000000000
+ Dividend on 12/25/93 $ 0.000132552
+ Dividend on 12/27/93 0.000067703
+ Dividend on 12/28/93 0.000068708
+ Dividend on 12/29/93 0.000069064
+ Dividend on 12/30/93 0.000068295
+ Dividend on 12/31/93 0.000067220 0.000473542
-------------
Value of Account 12/31/93 1.000473542
Less the value of account 12/24/93 (1.000000000)
-------------
Change in Account 0.000473542
Divided by value of account 12/24/93 1.000000000
-------------
Base Period Return 0.000473542
=============
Annualized Seven Day Yield ( 0.000473542 x 365 / 7) 2.47%
=============
Value of Account 12/24/93 $ 1.000000000
+ Dividend on 12/25/93 $ 0.000132552
+ Dividend on 12/27/93 0.000067703
+ Dividend on 12/28/93 0.000068708
+ Dividend on 12/29/93 0.000069064
+ Dividend on 12/30/93 0.000068295
+ Dividend on 12/31/93 0.000067220 0.000473542
-------------
Value of Account 12/31/93 1.000473542
Less the value of account 12/24/93 (1.000000000)
-------------
Change in Account 0.000473542
Divided by value of account 12/24/93 1.000000000
-------------
Base Period Return 0.000473542
=============
365/7
Annualized Effective Yield [( 0.000473542 +1) ]-1 2.50%
=============
TAX EQUIVALENT YIELD
Yield = 2.47%
Taxable portion of yield = 0.00%
------
Tax exempt portion of yield = 2.47%
======
Federal Tax Bracket = 39.60%
======
Tax
Equivalent Yield = 2.47 / (1- 0.3960 ) = 4.09%
======
