August 5, 1994
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
SUPPLEMENT TO PROSPECTUS
DATED APRIL 29, 1994
I. PROPOSED MERGER OF THE DREYFUS CORPORATION
The Fund's adviser, The Dreyfus Corporation ("Dreyfus"), has entered into an
Agreement and Plan of Merger providing for the merger (the "Merger") of Dreyfus
with a subsidiary of Mellon Bank, N.A. ("Mellon").
Following the Merger, it is planned that Dreyfus will be a direct subsidiary
of Mellon. Closing of the Merger is subject to a number of contingencies,
including approvals of the stockholders of Dreyfus and of Mellon. The Merger is
expected to occur in late August 1994, but could occur significantly later.
The Merger will result in the automatic termination of the Fund's current
investment advisory agreement with Dreyfus, as required by the Investment
Company Act of 1940, as amended. The Merger also will necessitate implementation
of a new Service Plan as to the Fund's Class B shares only.
II. RESULTS OF FUND SHAREHOLDER VOTE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
On August 5, 1994, the Fund's shareholders voted to (a) approve (i) a new
investment advisory agreement with Dreyfus and (ii) as to the Fund's Class B
shares only, a new Service Plan, each to become effective upon consummation of
the Merger; and (b) make the Fund's fundamental policy and investment
restriction which limits investment in illiquid securities to 10% of the Fund's
net assets on-fundamental.
132/676stkr080594
August 5, 1994
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
Supplement to the Statement of Additional Information
Dated April 29, 1994
At a meeting of Fund shareholders held on August 5, 1994, shareholders
approved a new Investment Restriction which supersedes and replaces the Fund's
current Investment Restriction number 6 in the section in the Fund's Statement
of Additional Information entitled "Investment Objective and Management
Policies--Investment Restrictions." New Investment Restriction number 6
is not a fundamental policy and may be changed by vote of a majority of the
Fund's Board of Trustees at any time. The Fund may not:
6. 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, 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 the value
of the Fund's net assets would be so invested.
