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. 13 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 13 [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
Mark N. Jacobs, 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)
----
on (date) pursuant to paragraph (b)
----
X 60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
----
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, 1996 was filed on or about
February 27, 1997.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
Cross-Reference Sheet Pursuant to Rule 495(a)
Prospectus for
-------------------------------------------
Instit- Admin-
utional istrative Investor Participant
Shares Shares Shares Shares
Items in
Part A of
Form N-1A Caption Page Page Page Page
_______ _______ ____ ____ ____ ____
1 Cover Page Cover Cover Cover Cover
2 Synopsis 3 3 3 3
3 Condensed Financial 6 6 6 6
Information
4 General Description 7 7 7 7
of Registrant
5 Management of 10 10 10 11
the Fund
5(a) Management's * * * *
Discussion of
Fund's Performance
6 Capital Stock and 16 16 16 17
Other Securities
7 Purchase of Securities 11 11 11 12
Being Offered
8 Redemption or 13 13 13 14
Repurchase
9 Pending Legal * * * *
Proceedings
_____________________________________
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
_________ _______ ____
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-38
13 Investment Objectives and Policies B-3
14 Management of the Fund B-20
15 Control Persons and Principal B-24
Holders of Securities
16 Investment Advisory and Other B-24
Services
Items in
Part B of
Form N-1A
_________
17 Brokerage Allocation B-34
18 Capital Stock and Other Securities B-38
19 Purchase, Redemption and Pricing B-27
of Securities Being Offered B-31
B-32
20 Tax Status *
21 Underwriters B-27
22 Calculations of Performance Data B-35
23 Financial Statements B-60
_____________________________________
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 C of
Form N-1A Caption Page
_________ _______ ____
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-5
Investment Adviser
29 Principal Underwriters C-11
30 Location of Accounts and Records C-12
31 Management Services C-12
32 Undertakings C-12
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
COMBINED PROSPECTUS APRIL ___, 1997
DREYFUS CASH MANAGEMENT FUNDS
[INSTITUTIONAL SHARES]
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS TREASURY
PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (EACH,
A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END MANAGEMENT INVESTMENT
COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH FUND'S INVESTMENT
OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF CURRENT INCOME AS IS
CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY
AND; IN THE CASE OF DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX
EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL INCOME TAX; OR, IN
THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY, WHICH IS EXEMPT
FROM FEDERAL, NEW YORK STATE, AND NEW YORK CITY INCOME TAXES.
THE FUNDS ARE 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, EACH FUND IS OFFERING INSTITUTIONAL SHARES.
INVESTORS CAN INVEST, REINVEST OR REDEEM INSTITUTIONAL SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF
MONEY MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT CHOICES IN ONE
DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL ___, 1997, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-554-4611. WHEN TELEPHONING,
ASK FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses........................................... 3
Condensed Financial Information.......................................... 4
Yield Information........................................................ 7
Description of the Funds................................................. 7
Management of the Funds.................................................. 10
How to Buy Shares........................................................ 11
Shareholder Services..................................................... 13
How to Redeem Shares..................................................... 13
Shareholder Services Plan................................................ 14
Dividends, Distributions and Taxes....................................... 14
General Information...................................................... 16
Appendix................................................................. 18
[Page 2]
<TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
INSTITUTIONAL
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees................................................................. None
Total Fund Operating Expenses.............................................. .20%
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:
INSTITUTIONAL
SHARES
1 YEAR....................................... $ 2
3 YEARS...................................... $ 6
5 YEARS ..................................... $11
10 YEARS..................................... $26
</TABLE>
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's
Institutional Shares, the payment of which will reduce investors' annual
return. As to each Fund's Institutional Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all Fund
expenses (exclusive of taxes, brokerage, interest on borrowing and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the management fee payable by the Fund
monthly at the annual rate of .20 of 1% of the value of the Fund's average
daily net assets. Institutions and certain Service Agents (as defined below)
effecting transactions in Institutional 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 Funds," "How to Buy Shares" and "Shareholder Services
Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited (except
where noted) by Ernst & Young LLP, each Fund's independent auditors. Further
financial data, related notes, and report of independent auditors for each
Fund accompany the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for an Institutional Share of beneficial interest or common stock
outstanding, as the case may be, total investment return, ratios to average
net assets and other supplemental data for each period indicated. This
information has been derived from the relevant Fund's financial statements.
<TABLE>
DREYFUS CASH MANAGEMENT
___________________________________________________________________________________________________________
FISCAL YEAR ENDED JANUARY 31,
__________________________________________________________________________________________________________
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning
of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
INVESTMENT
OPERATIONS:
Investment income-net. .066 .076 .091 .080 .058 .036 .031 .042 .059
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
DISTRIBUTIONS:
Dividends from
investment
income-net..... (.066) (.076) (.091) (.080) (.058) (.036) (.031) (.042) (.059)
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ======== ======= ======== ======= ======= ======= ======= =======
TOTAL INVESTMENT
RETURN 6.77% 7.84% 9.44% 8.31% 5.96% 3.68% 3.15% 4.28% 6.03%
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses to
average net assets .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net
investment
income to
average net assets 6.60% 7.42% 9.03% 7.99% 5.78% 3.60% 3.11% 4.08% 5.86%
Decrease reflected in
above expense
ratios due to
undertaking
by The Dreyfus
Corporation .03% .03% .02% .02% .03% .04% .03% _ _
Net Assets, end of
period
(000's omitted)...$3,320,959 $2,245,703 $3,373,940 $5,041,688 $6,508,999 $5,475,181 $2,894,853 $1,817,166 $2,442,647 $
</TABLE>
<TABLE>
DREYFUS CASH MANAGEMENT PLUS, INC.
___________________________________________________________________________________________________________
FISCAL YEAR ENDED SEPTEMBER 30,
__________________________________________________________________________________________________________
FISCAL
PERIOD
ENDED
JANUARY 31,
1988(1) 1989 1990 1991 1992 1993 1994 1995 1996 1997
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
INVESTMENT
OPERATIONS:
Investment income-net. .071 .091 .083 .068 .043 .032 .036 .057 .055
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
DISTRIBUTIONS:
Dividends from
investment
income-net.... (.071) (.091) (.083) (.068) (.043) (.032) (.036) (.057) (.055)
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
Net asset value,
end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ======== ======= ======== ======= ======= ======= ======= =======
TOTAL INVESTMENT
RETURN. 7.45%(2) 9.49% 8.65% 6.97% 4.39% 3.20% 3.65% 5.86% 5.59%
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses to
average net a .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net
investment income to
average net assets.7.13%(2) 9.35% 8.29% 6.62% 4.36% 3.15% 3.49% 5.81% 5.46%
Decrease reflected
in above expense
ratios due to
undertaking
by The Dreyfus
Corporation .07%(2) .07% .04% .04% .05% .04% .01% - -
Net Assets,
end of year
(000's omitted)... $125,266 $728,832 $1,177,475 $1,780,058 $2,300,382 $3,003,344.$1,893,485 $4,404,989 $4,766,312
(1) From October 6, 1987 (commencement of operations) to September 30, 1988.
(2) Annualized.
</TABLE>
[Page 4]
<TABLE>
DREYFUS GOVERNMENT CASH MANAGEMENT
___________________________________________________________________________________________________________
FISCAL YEAR ENDED JANUARY 31,
__________________________________________________________________________________________________________
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of
period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
INVESTMENT
OPERATIONS:
Investment
income-net...... .064 .074 .089 .079 .058 .037 .031 .041 .059 _
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
Dividends from
investment
income-net..... (.064) (.074) (.089) (.079) (.058) (.037) (.031) (.041) (.059) _
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ======== ======= ======== ======= ======= ======= ======= =======
TOTAL INVESTMENT
RETURN.... 6.63% 7.65% 9.25% 8.15% 5.97% 3.76% 3.12% 4.21%6 .01% _
RATIOS / SUPPLEMENTAL
DATA:
Ratio of
expenses to
average
net assets. .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net
investment
income to
average
net assets.... 6.48% 7.38% 8.84% 7.82% 5.67% 3.61% 3.08% 4.04% 5.83% _
Decrease reflected
in above expense
ratios due to
undertaking by
The Dreyfus
Corporation.... .04% .04% .05% .04% .04% .05% .03%. _ _ _
Net Assets,
end of period
(000's
omitted) $1,325,992 $1,231,361 $1,590,159 $2,171,778 $4,750,205 $10,229,838.$4,515,946 $2,796,646 $4,777,903 _
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
__________________________________________________________________________________________________________
FISCAL
PERIOD
ISCAL YEAR ENDED JULY 31, ENDED
______________________________________________________________________________________________ JANUARY 31,
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning
of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
INVESTMENT
OPERATIONS:
Investment
income-net..... .066 .085 .082 .069 .045 .031 .032 .052 .054 -
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
DISTRIBUTIONS:
Dividends from
investment
income-net..... (.066) (.085) (.082) (.069) (.045) (.031) (.032) (.052) (.054) -
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
Net asset value,
end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ======== ======= ======== ======= ======= ======= ======= =======
TOTAL INVESTMENT
RETURN.... 6.81% 8.88% 8.56% 7.10% 4.62% 3.14% 3.27% 5.34% 5.51% -
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses
to average
net assets... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net
investment
income
to average
net assets...... 6.62% 8.53% 8.19%6 .75% 4.45% 3.12% 3.18% 5.22% 5.35%) -
Decrease reflected
in above expense
ratios
due to undertaking
by The Dreyfus
Corporation. .06% .05% .07% .06% .05% .04% .01% _ - -
Net Assets, end
of year
(000's omitted).$722,268 $777,371 $1,558,493 $2,643,267 $4,103,056 $2,406,604.$1,982,582 $1,951,105 $2,419,830 -
</TABLE>
<TABLE>
DREYFUS TREASURY PRIME CASH MANAGEMENT
__________________________________________________________________________________________________________
FISCAL
PERIOD
FISCAL YEAR ENDED FEBRUARY 28/29, ENDED
____________________________________________________________________________________ JANUARY 31,
1989(1) 1990 1991 1992 1993 1994 1995 1996 1997
______ ______ ______ ______ ______ ______ ______ ______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______ ______
Investment Operations:
Investment income_net .... .015 .083 .076 .055 .035 .030 .043 .055 -
______ ______ ______ ______ ______ ______ ______ ______ ______
Distributions:
Dividends from investment
income_net (.015) (.083) (.076) (.055) (.035) (.030) (.043) (.055) -
______ ______ ______ ______ ______ ______ ______ ______ ______
Net asset value,
end of period...... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ====== ======= ======= ======= ======= ======= ======= =======
TOTAL INVESTMENT RETURN.... 8.44%(2) 8.67% 7.82% 5.67% 3.55% 3.02% 4.39% 5.65% -
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets. .20%(2) .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment income to
average net assets 8.42%(2) 8.20% 7.39% 5.35% 3.45% 2.99% 4.26% 5.53% -
Decrease reflected in above
expense ratios due to an
undertaking by The Dreyfus
Corporation .30%(2) .10% .05% .05% .04% .02% _ _ -
Net Assets, end of period
(000's omitted) $122,032 $409,870 $1,915,877 $4,435,718 $5,001,499.$4,442,145 $3,342,392 $2,904,121 -
(1) From December 27, 1988 (commencement of operations) to February 28, 1989.
(2) Annualized.
</TABLE>
<TABLE>
[Page 5]
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
______________________________________________________________________________________
FISCAL
PERIOD
FISCAL YEAR ENDED DECEMBER 31, ENDED
__________________________________________________________________________ JANUARY 31,
1990(1) 1991 1992 1993 1994 1995 1996 1997
______ ______ ______ ______ ______ ______ ______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______
INVESTMENT OPERATIONS:
Investment income-net.................. .013 .047 .031 .024 .027 .038 _ _
______ ______ ______ ______ ______ ______ ______ ______
Dividends from investment income-net..... (.013) (.047) (.031) (.024) (.027) (.038) _ _
______ ______ ______ ______ ______ ______ ______ ______
Net asset value, end of period........... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
====== ======= ======= ======= ======= ======= ======= =======
TOTAL INVESTMENT RETURN................... 5.90%(2) 4.75% 3.16% 2.44% 2.76% 3.85% _ _
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets. .20%(2) .20% .20% .20% .20% .20% .20%(2) .20%
Ratio of net investment income to
average net assets.................... 6.55%(2) 4.54% 3.04% 2.40% 2.62% 3.78% _ _
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%(2) .33% .10% .07% - - _ _
Net Assets, end of period
(000's omitted).. $22,911 $151,085 $259,416 $364,584 $192,710 $194,088 _ _
(1) From October 15, 1990 (commencement of operations) to December 31, 1990.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
___________________________________________________________________________________________________________
FISCAL YEAR ENDED JANUARY 31,
__________________________________________________________________________________________________________
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning
of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
INVESTMENT
OPERATIONS:
Investment
income-net..... .044 .052 .062 .057 .042 .028 .023 .028 .037 _
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
DISTRIBUTIONS:
Dividends from
investment
income-net.... (.044) (.052) (.062) (.057) (.042) (.028) (.023) (.028) (.037) _
______ ______ ______ ______ ______ ______ ______ ______ ______ ______
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
======= ======= ====== ======= ======= ======= ======= ======= ======= =======
TOTAL INVESTMENT
RETURN........ 4.52% 5.27% 6.35% 5.85% 4.25% 2.83% 2.29% 2.83% 3.72% _
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses to
average
net assets....... .20% .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net
investment income
to average
net assets........ 4.41% 5.20% 6.15% 5.70% 4.16% 2.77% 2.26% 2.73% 3.64% _
Decrease reflected
in above
expense ratios
due to
undertaking by
The Dreyfus
Corporation.... .03% .03% .04% .03% .05% .04% .04% _ _ _
Net Assets,
end of period
(000's omitted). $1,029,739 $1,006,193 $1,147,753 $1,905,522 $1,668,671 $1,838,786.$1,739,787 $1,299,301 $1,366,497 $1,229,499
(1) Annualized.
</TABLE>
<TABLE>
Dreyfus New York Municipal Cash Management
________________________________________________________________
FISCAL
PERIOD
FISCAL YEAR ENDED JULY 31, ENDED
____________________________________________________ JANUARY 31,
1992 1993 1994 1995 1996 1997
______ ______ ______ ______ ______ ______
<S> <C> <C> <C> <C> <C> <C>
PERSHARE DATA:
Net asset value, beginning of year........................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
______ ______ ______ ______ ______ ______
Investment Operations:
Investment income_net ................................... .022 .023 .022 .034 .034
______ ______ ______ ______ ______ ______
Distributions:
Dividends from investment income-net...................... (.022) (.023) (.022) (.034) (.034)
______ ______ ______ ______ ______ ______
Net asset value, end of year............................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ====== ======== ======= ======= ========
TOTAL INVESTMENT RETURN ................................ 3.02%(2) 2.27% 2.23% 3.46% 3.44%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.................... .20%(2) .20% .20% .20% .20%
Ratio of net investment income to average net assets ....... 2.71%(2) 2.20% 2.18% 3.42% 3.33%
Decrease reflected in above expense ratios due to
undertaking by The Dreyfus Corporation...................... .37%(2) .18% .06% _ _
Net Assets, end of year (000's omitted)............... ..... $76,830 $116,527 $82,755 $101,309 $132,370
(1) From November 4, 1991 (commencement of operations) to July 31, 1992.
(2) Annualized.
</TABLE>
[Page 6]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Institutional Shares. 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 for
Institutional Shares of the Fund refers to the income generated by an
investment in Institutional Shares of 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 Institutional
Shares of 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. A Fund's yield and effective yield for Institutional
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."
Yield information is useful in reviewing the performance of a Fund's
Institutional Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management, and Dreyfus New York Municipal Cash Management (collectively, the
"Tax Exempt Funds"), tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate (in the case of
Dreyfus New York Municipal Cash Management, typically the highest combined
Federal, New York State, and New York City personal income tax rates), would
be equivalent to a stated yield or effective yield calculated as described
above.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATI
ON, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION PURCHASING
FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT TH
E 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 investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax; or, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to 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 Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management,
and Dreyfus New York Municipal Cash Management, 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 by only one such organization) or, if unrated, are
of comparable quality as determined in accordance with procedures established
by the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management
Plus will purchase only instruments so rated in the highest rating category
or, if unrated, of comparable quality as determined
in accordance with procedures established by the Fund's Board. The nationally
recognized statistical rating
[Page 7]
organizations currently rating instruments of
the type Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus
Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management, and
Dreyfus New York Municipal Cash Management may purchase are Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the "Appendix" to the Statement of Additional Information.
For further information regarding the amortized cost method of valuing
securities, see "Determination of Net Asset Value" in the Statement of
Additional Information. There can be no assurance that a Fund will be able to
maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT - The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its assets in
bank obligations. See "Investment Considerations and Risks" below and "Appendi
x_Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS - The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of foreign
banks and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix-Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities and enter into reverse repurchase agreements. See
"Appendix - Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT - The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund is permitted to lend portfolio securities to the extent described under
"Appendix_Investment Techniques-Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT - The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix-Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT - The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the Federal government
or any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS - The Fund invests at least 80% of the
value of its net assets (except when maintaining a temporary defensive
position) in 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 bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
DREYFUS TAX EXEMPT CASH MANAGEMENT - The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - The Fund invests primarily in
debt securities of the State of New York, its political subdivisions,
authorities and corporations, the interest from which is, in the opinion of
bond counsel to the issuer, exempt from Federal, New York State, and New York
City income taxes (collectively, "New York Municipal Obligations"). To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest, for temporary defensive
purposes, primarily in other Municipal Obligations, which are subject to
New York State and New York City income tax, and in Taxable Investments
(as defined below).
[Page 8]
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. Under normal circumstances, at
least 65% of the value of the Fund's net assets will be invested in New York
Municipal Obligations and the remainder may be invested in securities which
are not New York Municipal Obligations, and therefore may be subject to
Federal, New York State, and New York City income taxes. See "Investment
Considerations and Risks - Investing in New York Municipal Obligations"
below, "Dividends, Distributions and Taxes," and "Appendix _ Certain
Portfolio Securities."
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT
, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ From time to time, each
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 will be treated as
such a preference item to shareholders. Each Fund may invest without
limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objectives.
From time to time, on a temporary basis other than for temporary
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, each Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix_Certain Portfolio Securities-Taxable Investments."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each Fund's investments are concentrated in the banking
industry, each Fund will have correspondingly greater exposure to the risk
factors which are characteristic of such investments. Sustained increases in
interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In
addition, the value of and the investment return on each Fund's shares could
be affected by economic or regulatory developments in or related to the
banking industry, which industry also is subject to the effects of
competition within the banking industry as well as with other types of
financial institutions. Each Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
Each Fund may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus also may invest in
securities issued by other foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks, and
commercial paper issued by foreign issuers. Accordingly, each Fund may be
subject to additional investment risks with respect to such securities that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. Such risks include
possible future political and economic developments, seizure or
nationalization of foreign deposits, imposition of United Kingdom withholding
taxes on interest income payable on the securities, establishment of exchange
controls, or adoption of other foreign governmental restrictions which might
adversely affect the payment of principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DR
EYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEME
NT) - Each of these Funds 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, each of
these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds 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
[Page 9]
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
either of these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) - Since the Fund is concentrated in securities issued by New York
or entities within New York, an investment in the Fund may involve greater
risk than investments in certain other types of money market funds. Investors
should consider carefully the special risks inherent in investing principally
in New York Municipal Obligations. These risks result from the financial
condition of New York State, certain of its public bodies and municipalities,
and New York City. Beginning in early 1975, New York State, New York City and
other State entities faced serious financial difficulties which jeopardized
the credit standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. The State's financial operations have improved,
however, during recent fiscal years. For its fiscal periods 1993 through
1996, the State recorded balanced budgets on a cash basis, with substantial
fund balances in the General Fund in fiscal 1992-93 and 1993-94 and smaller
fund balances in fiscal 1994-95 and 1995-96. There can be no assurance that
the State will not face substantial potential budget gaps in future years.
Investors should obtain and review a copy of the Statement of Additional
Information which more fully sets forth these and other risk factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) - The
classification of the Fund as a "non-diversified" investment company means
that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the 1940 Act. A "diversified"
investment company is required by the 1940 Act generally, with respect to 75%
of its total assets, to invest not more than 5% of such assets in the
securities of a single issuer. Since a relatively high percentage of the
Fund's assets may be invested in the obligations of a limited number of
issuers, the Fund's investments may be more sensitive to changes in the
market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets,
not more than 5% of its total assets invested in any one issuer. These
limitations do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a 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 FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon
Bank Corporation ("Mellon"). As of February 28, 1997, The Dreyfus Corporation
managed or administered approximately $85 billion in assets for more than 1.7
million investor accounts nationwide.
[Page 10]
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of each Fund's Board, except the Board of
Dreyfus Cash Management Plus, in accordance with Massachusetts law, and the
Board of Dreyfus Cash Management Plus, in accordance with Maryland law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$233 billion in assets as of December 31, 1996, including approximately $86
billion in proprietary mutual fund assets. As of December 31, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1,046 billion in assets,
including approximately $57 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Institutional Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the management fee payable by the Fund
monthly at the annual rate of .20 of 1% of the value of the Fund's average dai
ly net assets. No Fund will reimburse The Dreyfus Corporation for any amounts
it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus Cash Management
Plus, Dreyfus Government Cash Management, Dreyfus Treasury Cash Management,
and Dreyfus Treasury Prime Cash Management (collectively, the "Money Funds").
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Institutional 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 to purchase Institutional Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent
purchases. The initial investment must be accompanied by the Account
Application. Share certificates are issued only upon the investor's written
request. No certificates are issued for fractional shares. Each Fund reserves
the right to reject any purchase order.
[Page 11]
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Institutional Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Institutional Shares may be purchased by wire, by telephone or
through compatible computer facilities. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To
place an order by telephone or to determine whether their computer facilities
are compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Institutional Shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper form and
Federal Funds (monies of member banks in the Federal Reserve System which are
held on deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
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 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").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT - Each of these Fund's net asset value per share is determined
twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m., California time,
and (ii) as of 8:00 p.m., New York time/5:00 p.m., California time, on each
day the New York Stock Exchange or, as to Dreyfus Cash Management and Dreyfus
Cash Management Plus only, the New York Stock Exchange or the Transfer Agent,
is open for business. Net asset value per share of each class of shares 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 Statement of Additional Information.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York Time; or whose orders are placed, and payments received in
Federal Funds by the Sub-custodian (Wells Fargo Bank), by 12:00 Noon,
California time, will become effective at the price determined at 5:00 p.m.,
New York time, on that day, and investors will receive the dividend declared
on that day.
Orders placed with Dreyfus Institutional Services Division in New
York after 12:00 Noon, New York time, but prior to 5:00 p.m., New York time,
and whose payments are received in or converted into Federal Funds by the
Custodian (The Bank of New York) by 6:00 p.m., New York time, also will
become effective at the price determined at 5:00 p.m., New York time, on that
day, and investors will receive the dividend declared on that day.
Orders placed by an automated interface or trading system with
Dreyfus Institutional Services Division after 5:00 p.m., New York time, but
prior to 8:00 p.m., New York time, will become effective at the price
determined at 8:00 p.m., New York time, on that day, if Federal Funds are
received by the Custodian (The Bank of New York) by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders placed between 5:00 p.m. and 8:00 p.m., New York time, by a means
other than an automated interface or trading system with Dreyfus
Institutional Services Division will not become effective at least until the
following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - Each of these Fund's net asset
value per share is determined twice daily as of (i) 12:00 Noon, New York
time, and (ii) as of 8:00 p.m., New York time, on each day the New York Stock
Exchange is open for business. Net asset value per share of each class of
shares 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 Statement of Additional Information.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York time, will be effective at the price determined at 12:00 Noon,
New York time, on that day, and investors will receive the dividend declared
on that day.
Orders placed by an automated interface or trading system with
Dreyfus Institutional Services Division after 12:00 Noon, New York time, but
prior to 8:00 p.m., New York time, will become effective at the price
determined at
[Page 12]
8:00 p.m., New York time, on that day, if Federal Funds are
received by the Custodian (The Bank of New York) by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to
accrue dividends on the business day following the date the order became
effective. Orders placed between 12:00 Noon and 8:00 p.m., New York time, by
a means other than an automated interface or trading system with Dreyfus
Institutional Services Division will not become effective at least until the
following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Institutional
Shares of a Fund, Institutional Shares of any other Fund or of Dreyfus
Institutional Short Term Treasury Fund, which has different investment
objectives and management policies 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 made: Telephone Exchange
Privilege, Redemption by Wire or Telephone, Redemption Through Compatible
Computer Facilities and the dividend/capital gain distribution option
selected by the investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares-Procedures." Before any
exchange into a Dreyfus Institutional Short Term Treasury Fund, the investor
must obtain and should review a copy of the Fund's current prospectus, which
may be obtained by calling one of the telephone numbers listed under "General
Information" in this Prospectus. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form. No
fees currently are charged investors directly in connection with exchanges,
although each 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. Each Fund reserves the
right to reject any exchange request in whole or in part. The availability of
Fund Exchanges may be modified or terminated at any time upon notice to
investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Institutional Shares and purchase
shares of another class of a fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Institutional Shares of a Fund, in Institutional
Shares of any other Fund or of Dreyfus Institutional Short Term Treasury
Fund, if the investor is a shareholder in such fund. 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 mailing written notification to Dreyfus Institutional Services
Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New
York 11556-0144. Each Fund may charge a service fee for the use of this
Privilege. No such fee currently is contemplated. For more information
concerning this Privilege and the funds eligible to participate in this
Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form, please
call one of the telephone numbers listed under "General Information." See
"Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Institutional Shares at any
time and the shares will be redeemed at the next determined net asset value.
None of the Funds impose charges when Institutional Shares are
redeemed. Service Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any share certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the respective Fund's then-current net asset
value.
Each Fund ordinarily will make payment for all Institutional Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT - If a request for redemption is received in
proper form by Dreyfus Institutional Services Division in New York by 5:00
p.m., New York time, or in Los Angeles by 12:00 Noon, California time, the
proceeds of the redemption, if transfer by wire is requested, ordinarily will
be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If a redemption request is
received by Dreyfus Institutional Services Division after 5:00 p.m., New York
time, but by 8:00 p.m., New York time, the redemption request will be
effective on that day, the shares will receive the dividend declared on that
day, and the proceeds of redemption, if wire transfer is requested,
ordinarily will be transmitted
[Page 13]
in Federal Funds on the next business day. If the request is received later
that day by Dreyfus Institutional Services Division in New York or
Los Angeles, the shares will receive the dividend 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.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - If a request for redemption
is received in proper form by Dreyfus Institutional Services Division 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 a
redemption request is received by Dreyfus Institutional Services Division
after 12:00 Noon, New York time, but by 8:00 p.m., New York time, the
redemption request will be effective on that day, the shares will receive the
dividend 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. If the request is received later that day by Dreyfus
Institutional Services Division, the shares will receive the dividend
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.
PROCEDURES
Investors may redeem Institutional Shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal identificat
ion, to confirm that instructions are genuine and, if they do not follow such
procedures, the Fund or the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. Neither the Funds nor the
Transfer Agent will be liable for following telephone instructions reasonably
believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Institutional Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE - Investors may redeem Institutional Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Institutional Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each 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 a Fund. The
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 - Each 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 Institutional Services Division at one of the telephone numbers listed
under "General Information" to determine whether their computer facilities
are compatible and to receive instructions for redeeming Institutional Shares
in this manner.
SHAREHOLDER SERVICES PLAN
Each Fund's Institutional Shares are subject to a separate
Shareholder Services Plan pursuant to which each 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 Fund's average daily net assets attributable to Institu
tional Shares for certain allocated expenses of providing personal services
to, and/or maintaining accounts of, holders of Institutional Shares. 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. The Dreyfus Corporation, and not the
Fund, currently reimburses Dreyfus Service Corporation for any such allocated
expenses with respect to Institutional Shares. See "Management of the Funds."
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on
each day the New York Stock Exchange or the Transfer Agent, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus only, or the New York Stock
Exchange, as to Dreyfus Government Cash Management, Dreyfus Treasury Cash
Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus New York
Municipal Cash Management, is open for business. Institutional Shares begin
earning income dividends on the day the purchase order is effective. The
Fund's earnings for Saturdays, Sundays and holidays are declared as dividends
on the prior business day. Dividends usually are paid on the last calendar
day of each month, and are automatically reinvested in additional
Institutional Shares at net asset value or, at the investor's option, paid
[Page 14]
in cash. If an investor redeems all Institutional 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. An omnibus accountholder
may indicate in a partial redemption request that a portion of any accrued
dividends to which such account is entitled belongs to an underlying
accountholder who has redeemed all shares in his or her account, and such
portion of the accrued dividends will be paid to the accountholder 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 1940 Act. No Fund will 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 Institutional Shares at net asset value.
All expenses are accrued daily and deducted before declaration of dividends
to investors. Dividends paid by each class of shares will be calculated at
the same time and in the same manner and will be in the same amount, except
that the expenses attributable solely to a class will be borne exclusively by
such class.
Dividends paid by each Money Fund derived from net investment
income and dividends paid by each Tax Exempt Fund derived from Taxable
Investments, together with distributions from any net realized short-term
securities gains and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, are taxable as ordinary
income, whether received in cash or reinvested in Institutional Shares, if
the beneficial holder of shares is a citizen or resident of the United States.
No dividend paid by a Fund will qualify for the dividends received deduction
allowable to certain U.S. corporations. Distributions from net realized
long-term securities gains, if any, generally are taxable as long-term
capital gains for Federal income tax purposes if the beneficial holder of
shares is a citizen or resident of the United States, regardless of how long
shareholders have held their shares and whether such distributions are
received in cash or reinvested in additional shares. The Code provides that
the net capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, also New York State and New York City income tax. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to certain state and local taxes.
Although all or a substantial portion of the dividends paid by each Tax Exempt
Fund may be excluded by the beneficial holders of Fund shares from their
gross income for Federal income tax purposes, each of these Funds 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 a Tax Exempt 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.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a 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 such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, also exempt from New York State and New
York City tax, and the dollar amount, if any, subject to such tax. These
dollar amounts will vary depending on the size and length of time of the
investor's investment in
[Page 15]
the Fund. If a Tax Exempt 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.
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.
Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or in
terest 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.
Management believes that each Fund has qualified for its most
recently completed fiscal year as a "regulated investment company" under the
Code. Each 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. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific questions as
to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus Municipal Cash Management Plus and
Dreyfus Treasury Prime Cash Management each are organized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts pursuant
to a separate Agreement and Declaration of Trust dated September 12, 1990 and
February 16, 1987, and commenced operations on October 15, 1990 and December
27, 1988, respectively. Dreyfus New York Municipal Cash Management and
Dreyfus Treasury Cash Management each were organized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts pursuant
to a separate Agreement and Declaration of Trust (the "Trust Agreement")
dated September 12, 1990 and June 4, 1986, respectively, and commenced
operations November 4, 1991 and September 4, 1986, respectively. Each of
these Funds is authorized to issue an unlimited number of shares of
beneficial interest, par value $.001 per share. Dreyfus Cash Management Plus
was incorporated under Maryland law on August 12, 1987, commenced operations
on October 6, 1987, and is authorized to issue 15 billion shares of common
stock, par value $.001 per share. Each Fund's shares are classified into four
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.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) _ Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each Fund's Agreement and Declaration of
Trust (the "Trust Agreement") disclaims shareholder liability for acts or
obligations of such Fund and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or executed by the
Fund or its Trustees. Each 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 a Trust Fund, the shareholder paying such
liability will be entitled to reimbursement from the general assets of such
Fund. Each Trust Fund intends to conduct its operations in such a way so as
to avoid, as far as possible, ultimate liability of its shareholders for
liabilities of the Fund. As described under "Management of the Funds" in the
Statement of Additional Information, ordinarily, none of the Funds will 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 Board members.
DREYFUS CASH MANAGEMENT PLUS _ Unless otherwise required by the 1940 Act,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each
[Page 16]
year the election of Directors or the appointment of auditors. However,
pursuant to the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special
meeting of shareholders for purposes of removing a Director from office
and the holders of at least 25% of such shares may require the Fund to hold a
special meeting of shareholders for any other purpose. Fund shareholders may
remove a Director by the affirmative vote of a majority of the Fund's
outstanding voting shares. In addition, the Fund's Board will call a meeting
of shareholders for the purpose of electing Directors if, at any time less
than a majority of the Directors then holding office have been elected by
shareholders.
ALL FUNDS
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 a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Institutional 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, each Fund's Board members
believe 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 a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a 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 Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
[Page 17]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser or 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 a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS
GOVERNMENT CASH MANAGEMENT) _ Each Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Each Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 20% of the value of
the Fund's total assets, and the Fund will receive collateral consisting of
cash or U.S. Treasury securities which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by a Fund at any time upon specified
notice. Each Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT
CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ Each of
these Funds may purchase Municipal Obligations and other securities on a
forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate receivable on a
forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty. A Fund will commit to purchase such
securities 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. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLU
S, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND
DREYFUS TREASURY PRIME CASH MANAGEMENT) _ Each of these Funds may invest in
U.S. Treasury securities which include Treasury Bills, Treasury Notes, and
Treasury Bonds that 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.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) _ Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and instrumentali
ties are supported by the full faith and credit of the U.S. Treasury; others
by the right of the issuer to borrow from the Treasury; others by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or instrumentalit
ies, no assurance can be given that it will always do so, since it is not so
obligated by law.
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys,
[Page 18]
and the seller agrees to repurchase, a security at a mutually agreed upon time
and price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the underlying security.
Repurchase agreements could involve risks in the event of a default or
insolvency of the other party to the agreement, including possible delays or
restrictions upon the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each Fund may purchase certificates of deposit, time deposits, bankers'
acceptances and other short-term obligations issued by domestic banks.
Dreyfus Cash Management also may purchase other short-term obligations issued
by London branches of domestic banks and other banking institutions. Dreyfus
Cash Management Plus also may purchase other short-term obligations issued by
foreign subsidiaries or foreign branches (such as London branches) of
domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds _ Investment
Considerations and Risks _ Bank Securities."
Certificates of deposit are negotiable certificates evidencing 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 (in no event longer than seven
days) at a stated interest rate.
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 the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by the
Fund will consist only of direct obligations. The other corporate obligations
in which the Fund may invest consist of high quality, U.S. dollar denominated
short-term bonds and notes (including variable amount master demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are 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, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. 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 established secondary
market for these obligations, although they are redeemable at face value,
plus accrued interest. 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
interest on demand.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXE
MPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -
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.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds may purchase floating and variable rate
demand notes and bonds, which are tax exempt obligations ordinarily having
stated maturities
[Page 19]
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, at varying rates of interest, pursuant to
direct arrangements between the Fund, as lender, and the borrower. These
obligations permit daily changes in the amounts borrowed. Frequently, such
obligations are secured by letters of credit or other credit support
arrangements provided by banks. Changes in the credit quality of banks and
other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. 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
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. 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 interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets the prescribed quality standards
for banks, 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.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEM
PT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ Each
of these Funds 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. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and neither Fund intends to exercise its
rights thereunder for trading purposes. These Funds 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.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
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-1 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. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. 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 and, with respect to
Dreyfus Tax Exempt Cash Management, in Municipal Obligations the interest of
which gives rise to a preference item for the purpose of the alternative
minimum tax. If a Fund purchases Taxable Investments, it will value them using
the amortized cost method and comply with the provisions of Rule 2a-7 relating
to purchases of taxable instruments. Under normal market conditions, none of
these Funds anticipate that more than 5% of the value of its total assets will
be invested in any one category of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
[Page 20]
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A 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 21]
[This Page Intentionally Left Blank]
[Page 22]
Copy Rights 1997 Dreyfus Service Corporation CMGT/p040197ist
[Page 23]
COMBINED PROSPECTUS APRIL ___, 1997
DREYFUS CASH MANAGEMENT FUNDS
[ADMINISTRATIVE SHARES]
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS TREASURY
PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (EACH,
A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END MANAGEMENT INVESTMENT
COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH FUND'S INVESTMENT
OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF CURRENT
INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE
OF LIQUIDITY AND; IN THE CASE OF DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND
DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL INCOME
TAX; OR, IN THE CASE OF DREY
FUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL,
NEW YORK STATE, AND NEW YORK CITY INCOME TAXES.
THE FUNDS ARE 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, EACH FUND IS OFFERING ADMINISTRATIVE SHARES.
ADMINISTRATIVE SHARES BEAR 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 ADMINISTRATIVE SHARES AT ANY TIME
WITHOUT CHARGE OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE
OFFERED BY THE FUNDS PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED
HEREBY. THE CLASSES ARE IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH
CLASS AND THE EXPENSES BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE.
INVESTORS DESIRING TO OBTAIN INFORMATION ABOUT ANY OTHER CLASS OF SHARES
SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF MONEY
MARKET FUNDS. EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO.
THE OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF
EACH OTHER FUND. THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS'
CONVENIENCE TO PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT
CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD
BE READ AND RETAINED FOR FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL ___, 1997, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS
BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-554-4611. WHEN
TELEPHONING, ASK FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS
OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.................................. 3
Condensed Financial Information................................. 4
Yield Information............................................... 7
Description of the Funds........................................ 7
Management of the Funds......................................... 10
How to Buy Shares............................................... 11
Shareholder Services............................................ 13
How to Redeem Shares............................................ 13
Service Plan.................................................... 14
Dividends, Distributions and Taxes.............................. 15
General Information............................................. 16
Appendix........................................................ 18
[Page 2]
<TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
ADMINISTRATIVE
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .10%
Total Fund Operating Expenses.............................................. .30%
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:
ADMINISTRATIVE
SHARES
1 YEAR....................................... $ 3
3 YEARS...................................... $10
5 YEARS ..................................... $17
10 YEARS..................................... $38
</TABLE>
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's
Administrative Shares, the payment of which will reduce investors' annual
return. As to each Fund's Administrative Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all Fund
expenses (exclusive of taxes, brokerage, interest on borrowing and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which will be
borne by the Fund: (i) the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .10 of 1% of the value of the Fund's average daily net assets attributable
to Administrative Shares. Institutions and certain Service Agents (as defined
below) effecting transactions in Administrative 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 Funds," "How to Buy Shares" and "Service Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund, accompany the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for an Administrative Share of beneficial interest or common stock
outstanding, as the case may be, total investment return, ratios to average
net assets and other supplemental data for each period indicated. This
information has been derived from the relevant Fund's financial statements.
<TABLE>
DREYFUS CASH MANAGEMENT
__________________________
Fiscal Period Ended
January 31, 1997
__________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
______
INVESTMENT OPERATIONS:
Investment income-net...............................................................
______
DISTRIBUTIONS:
Dividends from investment income-net................................................
______
Net asset value, end of period......................................................
=======
TOTAL INVESTMENT RETURN.............................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............................................
Ratio of net investment income to average net assets................................
Net Assets, end of period (000's omitted)...........................................
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS CASH MANAGEMENT PLUS, INC.
__________________________________
Fiscal Period Ended
January 31, 1997
__________________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
______
INVESTMENT OPERATIONS:
Investment income-net...............................................................
______
DISTRIBUTIONS:
Dividends from investment income-net................................................
______
Net asset value, end of period......................................................
=======
TOTAL INVESTMENT RETURN.............................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............................................
Ratio of net investment income to average net assets................................
Net Assets, end of period (000's omitted)...........................................
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
[Page 4]
<TABLE>
DREYFUS GOVERNMENT CASH MANAGEMENT
__________________________________
Fiscal Period Ended
January 31, 1997
__________________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
_____
INVESTMENT OPERATIONS:
Investment income-net...............................................................
_____
DISTRIBUTIONS:
Dividends from investment income-net................................................
_____
Net asset value, end of period......................................................
=========
TOTAL INVESTMENT RETURN.............................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............................................
Ratio of net investment income to average net assets................................
Net Assets, end of period (000's omitted)...........................................
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
_________________________________
Fiscal Period Ended
January 31, 1997
_________________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
_______
INVESTMENT OPERATIONS:
Investment income-net...............................................................
_______
DISTRIBUTIONS:
Dividends from investment income-net................................................
_______
Net asset value, end of period......................................................
=========
TOTAL INVESTMENT RETURN.............................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............................................
Ratio of net investment income to average net assets................................
Net Assets, end of period (000's omitted)...........................................
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY PRIME
CASH MANAGEMENT
_________________________
Fiscal Period Ended
January 31, 1997
___________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
_______
INVESTMENT OPERATIONS:
Investment income-net............................................................... .-
_______
DISTRIBUTIONS:
Dividends from investment income-net................................................ .-
_______
Net asset value, end of period...................................................... $1.00
=========
TOTAL INVESTMENT RETURN.............................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............................................
Ratio of net investment income to average net assets................................
Net Assets, end of period (000's omitted)...........................................
(1) From November 21, 1996 (commencement of initial offering) to January
31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
[Page 5]
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
_______________________________________
Fiscal Period Ended
January 31, 1997
_______________________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
_______
INVESTMENT OPERATIONS:
Investment income-net............................................................ .-
_______
DISTRIBUTIONS:
Dividends from investment income-net............................................. .-
_______
Net asset value, end of period................................................... $1.00
========
TOTAL INVESTMENT RETURN.......................................................... .-
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................................... .30%
Ratio of net investment income to average net assets............................. .-
Net Assets, end of period (000's omitted)........................................ .-
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
___________________________________
Fiscal Period Ended
January 31, 1997
___________________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period.............................................
_______
INVESTMENT OPERATIONS:
Investment income-net............................................................
_______
DISTRIBUTIONS:
Dividends from investment income-net.............................................
_______
Net asset value, end of period...................................................
=========
TOTAL INVESTMENT RETURN..........................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..........................................
Ratio of net investment income to average net assets.............................
Net Assets, end of period (000's omitted)........................................
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT
____________________________
Fiscal Period Ended
January 31, 1997
____________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period.............................................
_______
INVESTMENT OPERATIONS:
Investment income-net............................................................
_______
DISTRIBUTIONS:
Dividends from investment income-net.............................................
_______
Net asset value, end of period...................................................
==========
TOTAL INVESTMENT RETURN..........................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..........................................
Ratio of net investment income to average net assets.............................
Net Assets, end of period (000's omitted)........................................
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
[Page 6]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Administrative Shares. 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 for
Administrative Shares of the Fund refers to the income generated by an
investment in Administrative Shares of 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
Administrative Shares of 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. A Fund's yield and effective yield for
Administrative Shares may reflect absorbed expenses pursuant to any
undertaking that may be in effect. See "Management of the Funds."
Yield information is useful in reviewing the performance of a
Fund's Administrative Shares, but because yields will fluctuate, under
certain conditions such information may not provide a basis for comparison
with domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus New York Municipal Cash Management
(collectively, the "Tax Exempt Funds"), tax equivalent yield is calculated by
determining the pre-tax yield which, after being taxed at a stated rate (in
the case of Dreyfus New York Municipal Cash Management, typically the highest
combined Federal, New York State, and New York City personal income tax
rates), would be equivalent to a stated yield or effective yield calculated
as described above.
Comparative performance information may be used from time to time
in advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMA
TION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION PURCHASI
NG 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 investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax; or, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to 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 Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management,
and Dreyfus New York Municipal Cash Management, 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 by only one such organization) or, if unrated, are
of comparable quality as determined in accordance with procedures established
by the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management
Plus will
purchase only instruments so rated in the highest rating category
or, if unrated, of comparable quality as determined
[Page 7]
in accordance with procedures established by the Fund's Board.
The nationally recognized
statistical rating organizations currently rating instruments of the type
Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus New York
Municipal Cash Management may purchase are Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit
Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA Limited and IBCA
Inc. and Thomson BankWatch, Inc. and their rating criteria are described in
the "Appendix" to the Statement of Additional Information. For further
information regarding the amortized cost method of valuing securities, see
"Determination of Net Asset Value" in the Statement of Additional
Information. There can be no assurance that a Fund will be able to maintain a
stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT - The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its assets in
bank obligations. See "Investment Considerations and Risks" below and
"Appendix-Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS - The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of foreign
banks and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix - Investment Techniques." In addition, the Fund may lend portfolio
securities and enter into reverse repurchase agreements. See
"Appendix-Certain Portfolio Securities." During normal market conditions, the
Fund will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT - The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund is permitted to lend portfolio securities to the extent described under
"Appendix_Investment Techniques-Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT - The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix-Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT - The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix-Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the Federal government
or any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS - The Fund invests at least 80% of the
value of its net assets (except when maintaining a temporary defensive
position) in 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 bear fixed, floating or variable rates of interest. See
"Appendix-Certain Portfolio Securities."
DREYFUS TAX EXEMPT CASH MANAGEMENT - The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - The Fund invests primarily in
debt securities of the State of New York, its political subdivisions,
authorities and corporations, the interest from which is, in the opinion of
bond counsel to the issuer, exempt from Federal, New York State, and New York
City income taxes (collectively, "New York Municipal Obligations"). To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest, for temporary defensive
purposes, primarily in other Municipal Obligations, which are subject to
New York State and New York City income tax. and in Taxable Investments
(as defined below).
[Page 8]
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. Under normal circumstances, at
least 65% of the value of the Fund's net assets will be invested in New York
Municipal Obligations and the remainder may be invested in securities which
are not New York Municipal Obligations, and therefore may be subject to
Federal, New York State, and New York City income taxes. See "Investment
Considerations and Risks - Investing in New York Municipal Obligations"
below, "Dividends, Distributions and Taxes," and "Appendix _ Certain
Portfolio Securities."
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGE
MENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ From time to time,
each 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 will be treated as suc
h a preference item to shareholders. Each 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.
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, each Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix-Certain Portfolio Securities-Taxable Investments."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each Fund's investments are concentrated in the banking
industry, the Fund will have correspondingly greater exposure to the risk
factors which are characteristic of such investments. Sustained increases in
interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In
addition, the value of and the investment return on each Fund's shares could
be affected by economic or regulatory developments in or related to the
banking industry, which industry also is subject to the effects of
competition within the banking industry as well as with other types of
financial institutions. Each Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
Each Fund may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus also may invest in
securities issued by foreign subsidiaries or foreign branches of domestic
banks, domestic and foreign branches of foreign banks, and commercial paper
issued by foreign issuers. Accordingly, each Fund may be subject to
additional investment risks with respect to such securities that are
different in some respects from those incurred by a fund which invests only
in debt obligations of U.S. domestic issuers. Such risks include possible
future political and economic developments, seizure or nationalization of
foreign deposits, imposition of United Kingdom withholding taxes on interest
income payable on the securities, establishment of exchange controls, or
adoption of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DR
EYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) - Each of these Funds 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, each of
these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds 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
[Page 9]
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
either of these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) - Since the Fund is concentrated in securities issued by New York
or entities within New York, an investment in the Fund may involve greater
risk than investments in certain other types of money market funds. Investors
should consider carefully the special risks inherent in investing principally
in New York Municipal Obligations. These risks result from the financial
condition of New York State, certain of its public bodies and municipalities,
and New York City. Beginning in early 1975, New York State, New York City and
other State entities faced serious financial difficulties which jeopardized
the credit standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. The State's financial operations have improved,
however, during recent fiscal years. For its fiscal periods 1993 through
1996, the State recorded balanced budgets on a cash basis, with substantial
fund balances in the General Fund in fiscal 1992-93 and 1993-94 and smaller
fund balances in fiscal 1994-95 and 1995-96. There can be no assurance that
the State will not face substantial potential budget gaps in future
years.Investors should obtain and review a copy of the Statement of
Additional Information which more fully sets forth these and other risk
factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) - The
classification of the Fund as a "non-diversified" investment company means
that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the 1940 Act. A "diversified"
investment company is required by the 1940 Act generally, with respect to 75%
of its total assets, to invest not more than 5% of such assets in the
securities of a single issuer. Since a relatively high percentage of the
Fund's assets may be invested in the obligations of a limited number of
issuers, the Fund's investments may be more sensitive to changes in the
market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets,
not more than 5% of its total assets invested in any one issuer. These
limitations do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a 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 FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166,
was formed in 1947 and serves as each Fund's investment adviser. The Dreyfus
Corporation is a wholly-owned subsidiary of Mellon Bank, N.A., which is a
wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As of February
28, 1997, The Dreyfus Corporation managed or administered approximately $85
billion in assets for more than 1.7 million investor accounts nationwide.
[Page 10]
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of each Fund's Board, except Dreyfus Cash
Management Plus, in accordance with Massachusetts law, and the Board of
Dreyfus Cash Management Plus, in accordance with Maryland law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$233 billion in assets as of December 31, 1996, including approximately $86
billion in proprietary mutual fund assets. As of December 31, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1,046 billion in assets,
including approximately $57 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Administrative Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which will be
borne by the Fund: (i)the management fee payable by the Fund monthly at the
annual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .10 of 1% of the value of the Fund's average daily net assets attributable
to Administrative Shares. No Fund will reimburse The Dreyfus Corporation for
any amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus Cash Management
Plus, Dreyfus Government Cash Management, Dreyfus Treasury Cash Management,
and Dreyfus Treasury Prime Cash Management (collectively, the "Money Funds").
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Administrative 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 to purchase Administrative Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the
[Page 11]
funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Administrative Shares for the accounts of their clients. Service Agents
may receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Administrative Shares may be purchased by wire, by telephone or
through compatible computer facilities. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To
place an order by telephone or to determine whether their computer facilities
are compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Administrative Shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper form and
Federal Funds (monies of member banks in the Federal Reserve System which are
held on deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
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 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").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT - Each of these Fund's net asset value per share is determined
twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m., California time,
and (ii) as of 8:00 p.m., New York time/5:00 p.m., California time, on each
day the New York Stock Exchange or, as to Dreyfus Cash Management and Dreyfus
Cash Management Plus, the New York Stock Exchange or the Transfer Agent, is
open for business. Net asset value per share of each class of shares 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 Statement of Additional Information.
[Page 12]
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York Time; or whose orders are placed, and payments received in
Federal Funds by the Sub-custodian (Wells Fargo Bank) by 12:00 Noon,
California time, will become effective at the price determined at 5:00 p.m.,
New York time, on that day, and investors will receive the dividend declared
on that day.
Orders placed with Dreyfus Institutional Services Division in New
York after 12:00 Noon, New York time, but prior to 5:00 p.m., New York time,
and whose payments are received in or converted into Federal Funds by the
Custodian (The Bank of New York) by 6:00 p.m., New York time, also will
become effective at the price determined at 5:00 p.m., New York time, on that
day, and investors will receive the dividend declared on that day.
Orders placed by an automated interface or trading system with
Dreyfus Institutional Services Division after 5:00 p.m., New York time, but
prior to 8:00 p.m., New York time, will become effective at the price
determined at 8:00 p.m., New York time, on that day, if Federal Funds are
received by the Custodian (The Bank of New York) by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders placed between 5:00 p.m. and 8:00 p.m., New York time, by a means
other than an automated interface or trading system with Dreyfus
Institutional Services Division will not become effective at least until the
following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - Each of these Fund's net
asset value per share is determined twice daily: (i) as of 12:00 Noon, New
York time, and (ii) as of 8:00 p.m., New York time on each day the New York
Stock Exchange is open for business. Net asset value per share of each class
of shares 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 Statement of Additional Information.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York time, will be effective at the price determined at 12:00 Noon,
New York time, on that day, and investors will receive the dividend declared
on that day.
Orders placed by an automated interface or trading system with
Dreyfus Institutional Services Division after 12:00 Noon, New York time, but
prior to 8:00 p.m., New York time, will become effective at the price
determined at 8:00 p.m., New York time, on that day, if Federal Funds are
received by the Custodian (The Bank of New York) by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders placed between 12:00 Noon and 8:00 p.m., New York time, by a means
other than an automated interface or trading system with Dreyfus
Institutional Services Division will not become effective at least until the
following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Administrative
Shares of a Fund, Administrative Shares of any other Fund. 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 made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares-Procedures." Shares will
be exchanged at the net asset value next determined after receipt of an
exchange request in proper form. No fees currently are charged investors
directly in connection with exchanges, although each 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
. Each Fund reserves the right to reject any exchange request in whole or in
part. The availability of Fund Exchanges may be modified or terminated at any
time upon notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Administrative Shares and purchase
shares of another class of a fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Administrative Shares of a Fund, in Administrative
Shares of any other Fund if the investor is a shareholder in such Fund. 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 mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege and the funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form,
please call one of the telephone numbers listed under "General Information."
See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Administrative Shares at any
time and the shares will be redeemed at the next determined net asset value.
None of the Funds impose charges when Administrative Shares are
redeemed. Service Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any share certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the respective Fund's then-current net asset
value.
Each Fund ordinarily will make payment for all Administrative
Shares redeemed within seven days after receipt by Dreyfus Institutional
Services Division of a redemption request in proper form, except as provided
by the rules of the Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT - If a request for redemption is received in proper form by
Dreyfus Institutional Services Division in New York by 5:00 p.m., New York
time, or in Los Angeles by 12:00 Noon, California time, the proceeds of the
redemption, if transfer by wire is requested, ordinarily will be transmitted
in Federal Funds on the same day and the shares will not receive the dividend
declared
[Page 13]
on that day. If a redemption request is received by Dreyfus
Institutional Services Division after 5:00 p.m., New York time, but by 8:00
p.m., New York time, the redemption request will be effective on that day,
the shares will receive the dividend 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. If the request is received later
that day by Dreyfus Institutional Services Division in New York or Los
Angeles, the shares will receive the dividend 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.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AN
D DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - If a request for redemption is
received in proper form by Dreyfus Institutional Services Division 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 a
redemption request is received by Dreyfus Institutional Services Division
after 12:00 Noon, New York time, but by 8:00 p.m., New York time, the
redemption request will be effective on that day, the shares will receive the
dividend 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. If the request is received later that day by Dreyfus
Institutional Services Division, the shares will receive the dividend
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.
PROCEDURES
Investors may redeem Administrative Shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal identificat
ion, to confirm that instructions are genuine and, if they do not follow such
procedures, the Fund or the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. Neither the Funds nor the
Transfer Agent will be liable for following telephone instructions reasonably
believed to be genuine.
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Administrative Shares. In
such cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE - Investors may redeem Administrative Shares
by wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Administrative Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each 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 a Fund. The
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 - Each 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 Institutional Services Division at one of the telephone numbers listed
under "General Information" to determine whether their computer facilities
are compatible and to receive instructions for redeeming Administrative
Shares in this manner.
SERVICE PLAN
Administrative Shares of each Fund are subject to a separate
Service Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under each
Service Plan, the Fund (a) reimburses the Distributor for distributing
Administrative Shares and (b) pays The Dreyfus Corporation, Dreyfus Service
Corporation, a wholly-owned subsidiary of The Dreyfus Corporation, and any
affiliate of either of them (collectively, "Dreyfus") for advertising and
marketing Administrative Shares and for providing certain services relating to
Administrative Shares shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts ("Servicing"),
at an aggregate annual rate of .10 of 1% of the value of the Fund's average
daily net assets attributable to Administrative Shares. Each of the
Distributor and Dreyfus may pay one or more Service Agents a fee in respect
of the Fund's Administrative Shares owned by shareholders with whom the
Service Agent has a Servicing relationship or for whom the Service Agent is
the dealer or holder of record. Each of the Distributor and Dreyfus determines
the amounts, if any, to be paid to Service Agents under the Service Plan and
the basis on which such payments are made. Generally, the Service Agent will
provide
[Page 14]
holders of Administrative Shares a consolidated statement. The fee
payable for Servicing is intended to be a "service fee" as defined under Rule
2830 of the NASD Conduct Rules. The fees payable under the Service Plan are
payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on
each day the New York Stock Exchange or the Transfer Agent, as to Dreyfus
Cash Management and Dreyfus Cash Management Plus, or the New York Stock
Exchange only, as to Dreyfus Government Cash Management, Dreyfus Treasury
Cash Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal
Cash Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus New
York Municipal Cash Management, is open for business. Administrative Shares
begin earning income dividends on the day the purchase order is effective.
The Fund's earnings for Saturdays, Sundays and holidays are declared as
dividends on the prior business day. Dividends usually are paid on the last
calendar day of each month, and are automatically reinvested in additional
Administrative Shares at net asset value or, at the investor's option, paid
in cash. If an investor redeems all Administrative 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. An omnibus
accountholder may indicate in a partial redemption request that a portion of
any accrued dividends to which such account is entitled belongs to an
underlying accountholder who has redeemed all shares in his or her account,
and such portion of the accrued dividends will be paid to the accountholder
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 1940 Act. No Fund will 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 Administrative Shares at
net asset value. All expenses are accrued daily and deducted before
declaration of dividends to investors. Dividends paid by each class of shares
will be calculated at the same time and in the same manner and will be in the
same amount, except that the expenses attributable solely to a class will be
borne exclusively by such class.
Dividends paid by each Money Fund derived from net investment
income and dividends paid by each Tax Exempt Fund derived from Taxable
Investments, together with distributions from any net realized short-term
securities gains and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, are taxable as ordinary
income, whether received in cash or reinvested in Administrative Shares, if
the beneficial holder of shares is a citizen or resident of the United States.
No dividend paid by a Fund will qualify for the dividends received deduction
allowable to certain U.S. corporations. Distributions from net realized
long-term securities gains, if any, generally are taxable as long-term
capital gains for Federal income tax purposes if the beneficial holder of
shares is a citizen or resident of the United States, regardless of how long
shareholders have held their shares and whether such distributions are
received in cash or reinvested in additional shares. The Code provides that
the net capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, also New York State and New York City income tax. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to state and local taxes. Although all
or a substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each of these Funds 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 a Tax Exempt 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.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations of
the United States currently are not subject to state
personal income tax. Dividends paid by these Funds may be subject to state
and local corporate income and/or franchise taxes. In addition, in certain
jurisdictions, Fund shareholders may be subject to state and local taxes with
respect to ownership of Fund shares or distributions from the Fund. Each of
these Funds intends to provide shareholders with a statement which sets forth
the percentage of dividends paid by the Fund which are attributable to
interest income from direct obligations of the United States.
[Page 15]
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a 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 such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, also New York State and New York City
tax, and the dollar amount, if any, subject to such tax. These dollar amounts
will vary depending on the size and length of time of the investor's
investment in the Fund. If a Tax Exempt 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.
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.
Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or in
terest 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.
Management believes that each Fund has qualified for its respective
fiscal year as a "regulated investment company" under the Code. Each 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. Each Fund is subject to
a nondeductible 4% excise tax, measured with respect to certain undistributed
amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus Municipal Cash Management Plus and
Dreyfus Treasury Prime Cash Management each were organized as an unincorporate
d business trust under the laws of the Commonwealth of Massachusetts pursuant
to a separate Agreement and Declaration of Trust dated September 12, 1990,
and February 16, 1987, and commenced operations on October 15, 1990 and
December 27, 1988, respectively. Dreyfus New York Municipal Cash Management
and Dreyfus Treasury Cash Management each were organized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts pursuant
to a separate Agreement and Declaration of Trust (the "Trust Agreement")
dated September 12, 1990 and June 4, 1986, respectively, and commenced
operations November 4, 1991 and September 4, 1986, respectively. Each of
these Funds is authorized to issue an unlimited number of shares of
beneficial interest, par value $.001 per share. Dreyfus Cash Management Plus
was incorporated under Maryland law on August 12, 1987, commenced operations
on October 6, 1987, and is authorized to issue 15 billion shares of common
stock, par value $.001 per share. Each Fund's shares are classified into four
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 Administrative Shares, however,
will be entitled to vote on matters submitted to shareholders pertaining to
the Service Plan.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) _ Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each Fund's Agreement and
[Page 16]
Declaration of Trust (the "Trust Agreement") disclaims shareholder liability
for acts or obligations of such Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into
or executed by the Fund or its Trustees. Each 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 a Fund, the shareholder paying such
liability will be entitled to reimbursement from the general assets of such
Fund. Each Fund intends to conduct its operations in such a way so as to avoid,
as far as possible, ultimate liability of its shareholders for liabilities of
the Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will 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
Board members.
DREYFUS CASH MANAGEMENT PLUS _ Unless otherwise required by the 1940 Act,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and the holders
of at least 25% of such shares may require the Fund to hold a special meeting
of shareholders for any other purpose. Fund shareholders may remove a
Director by the affirmative vote of a majority of the Fund's outstanding
voting shares. In addition, the Fund's Board will call a meeting of
shareholders for the purpose of electing Directors if, at any time less than
a majority of the Directors then holding office have been elected by
shareholders.
ALL FUNDS
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 a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Administrative 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, each Fund's Board members
believe 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 a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a 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 Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
[Page 17]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser or 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 a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS GOVERNM
ENT CASH MANAGEMENT) _ Each Fund may lend securities from its portfolio to
brokers, dealers and other financial institutions needing to borrow
securities to complete certain transactions. Each Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 20% of the value of
the Fund's total assets, and the Fund will receive collateral consisting of
cash or U.S. Treasury securities which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by a Fund at any time upon specified
notice. Each Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased. Each Fund's shares are classified into
four 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.
FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMP
T CASH MANAGEMENT AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ Each of
these Funds may purchase Municipal Obligations and other securities on a
forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate receivable on a
forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty. A Fund will commit to purchase such
securities 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. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLU
S, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND
DREYFUS TREASURY PRIME CASH MANAGEMENT) - Each of these Funds may invest in
U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that 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.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) - Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently 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.
[Page 18]
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each Fund may purchase certificates of deposit, time deposits, bankers'
acceptances and other short-term obligations issued by domestic banks.
Dreyfus Cash Management also may purchase other short-term obligations issued
by London branches of domestic banks and other banking institutions. Dreyfus
Cash Management Plus also may purchase other short-term obligations issued by
foreign subsidiaries or foreign branches (such as London branches) of
domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds _ Investment
Considerations and Risks _ Bank Securities."
Certificates of deposit are negotiable certificates evidencing 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 (in no event longer than seven
days) at a stated interest rate.
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 the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by the
Fund will consist only of direct obligations. The other corporate obligations
in which the Fund may invest consist of high quality, U.S. dollar denominated
short-term bonds and notes (including variable amount master demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are 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, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. 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 established secondary
market for these obligations, although they are redeemable at face value,
plus accrued interest. 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
interest on demand.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXE
MPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -
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.
[Page 19]
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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, at varying rates of interest,
pursuant to direct arrangements between the Fund, as lender, and the borrower.
These obligations permit daily changes in the amounts borrowed. Frequently,
such obligations are secured by letters of credit or other credit support
arrangements provided by banks. Changes in the credit quality of banks and
other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. 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
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. 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 interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DR
EYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEME
NT) _ Each of these Funds 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,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, 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.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEM
PT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ Each
of these Funds 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. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and neither Fund intends to exercise its
rights thereunder for trading purposes. These Funds 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.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMP
T CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To the
extent set forth in this Prospectus, each of these Funds may invest in
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-1 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. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
- - Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. 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 and, with
respect to Dreyfus Tax Exempt Cash Management, Municipal Obligations the
interest from which gives rise to a preference item for the purpose of the
alternative minimum tax. If the Fund purchases Taxable Investments, it will
value them using the amortized cost method and comply with the provisions of
Rule 2a-7 relating to purchases of taxable instruments. Under normal market
conditions, neither of these Funds anticipate that more than 5% of the value
of its total assets will be invested in any one category of Taxable
Investments.
[Page 20]
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A 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 21]
[This Page Intentionally Left Blank]
[Page 22]
Copy Rights 1997 Dreyfus Service Corporation CMGT/p040197adm
[Page 23]
COMBINED PROSPECTUS APRIL ___, 1997
DREYFUS CASH MANAGEMENT FUNDS
[INVESTOR SHARES]
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS TREASURY
PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (EACH,
A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END MANAGEMENT INVESTMENT
COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH FUND'S INVESTMENT
OBJECTIVE IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF CURRENT
INCOME AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE
OF LIQUIDITY AND; IN THE CASE OF DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND
DREYFUS TAX EXEMPT CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL INCOME
TAX; OR, IN THE CASE OF DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY, WHICH
IS EXEMPT FROM FEDERAL, NEW YORK STATE, AND NEW YORK CITY INCOME TAXES.
THE FUNDS ARE 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, EACH FUND IS OFFERING INVESTOR SHARES. INVESTOR
SHARES BEAR 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 INVESTOR SHARES AT ANY TIME WITHOUT CHARGE OR PENALTY
IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE OFFERED BY THE FUNDS PURSUANT
TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE IDENTICAL,
EXCEPT AS TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES BORNE BY EACH
CLASS WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO OBTAIN INFORMATION
ABOUT ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE ADDRESS OR CALL THE NUMBER
SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF MONEY
MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CO
NSIDER EIGHT INVESTMENT CHOICES IN ONE DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL ___, 1997, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT
OF ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE
STATEMENT OF ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS
BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL
1-800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.................................. 3
Condensed Financial Information................................. 4
Yield Information............................................... 7
Description of the Funds........................................ 7
Management of the Funds......................................... 10
How to Buy Shares............................................... 11
Shareholder Services............................................ 13
How to Redeem Shares............................................ 13
Service Plan.................................................... 14
Dividends, Distributions and Taxes.............................. 15
General Information............................................. 16
Appendix........................................................ 18
[Page 2]
<TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
INVESTOR
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .25%
Total Fund Operating Expenses.............................................. .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:
INVESTOR
SHARES
1 YEAR....................................... $ 5
3 YEARS...................................... $14
5 YEARS ..................................... $25
10 YEARS..................................... $57
</TABLE>
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's
Investor Shares, the payment of which will reduce investors' annual return.
As to each Fund's Investor Shares, unless The Dreyfus Corporation gives Fund
investors at least 90 days' notice to the contrary, The Dreyfus Corporation,
and not the Fund, will be liable for all Fund expenses (exclusive of taxes,
brokerage, interest on borrowing and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses) other than
the following expenses, which will be borne by the Fund: (i) the management
fee payable by the Fund monthly at the annual rate of .20 of 1% of the value
of the Fund's average daily net assets and (ii) payments made pursuant to the
Fund's Service Plan at the annual rate of .25 of 1% of the value of the
Fund's average daily net assets attributable to Investor Shares. Institutions
and certain Service Agents (as defined below) effecting transactions in
Investor 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 Funds," "How to Buy Shares"
and "Service Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited (except
where noted) by Ernst & Young LLP, each Fund's independent auditors. Further
financial data, related notes, report of independent auditors for each Fund
accompany the Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for an Investor Share of beneficial interest or common stock outstanding, as
the case may be, total investment return, ratios to average net assets and
other supplemental data for each period indicated. This information has been
derived from the relevant Fund's financial statements.
<TABLE>
DREYFUS CASH MANAGEMENT
______________________________________________________
FISCAL YEAR ENDED JANUARY 31,
______________________________________________________
1994(1) 1995 1996 1997
______ ______ ______ ______
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................. $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______
INVESTMENT OPERATIONS:
Investment income-net........................................... .002 .040 .056
______ ______ ______ ______
DISTRIBUTIONS:
Dividends from investment income-net............................. (.002) (.040) (.056)
______ ______ ______ ______
Net asset value, end of period................................. $1.00 $1.00 $1.00 $1.00
======= ======= ======= ========
TOTAL INVESTMENT RETURN......................................... 2.82%(2) 4.03% 5.76%
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets...................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets........ 2.83%(2) 3.94% 5.54%
Net Assets, end of period (000's omitted)............... $52,272 $85,334 $430,302 $456,741
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS CASH MANAGEMENT PLUS, INC.
__________________________________________________________
FISCAL PERIOD ENDED
FISCAL YEAR ENDED SEPTEMBER 30, JANUARY 31,
____________________________________ ____________________
1994(1) 1995 1996 1997
_______ _______ _______ ________
<S> <C> <C> <C> <C>
Net asset value, beginning of year............................. $1.00 $1.00 $1.00 $1.00
Investment Operations:
Investment income-net.......................................... .025 .055 .052
_______ _______ _______ ________
Distributions:
Dividends from investment income-net............................ (.025) (.055) (.052)
_______ _______ _______ ________
Net asset value, end of year..................................... $1.00 $1.00 $1.00 $1.00
======== ========= ======= =========
TOTAL INVESTMENT RETURN............................................ 3.61%(2) 5.61% 5.33%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45%
Ratio of net investment income to average net assets............ 4.00%(2) 5.66% 5.19%
Net Assets, end of year (000's omitted)........................ $6,087 $352,499 $629,251
(1) From January 24, 1994 (commencement of initial offering) to September 30, 1994.
(2) Annualized.
</TABLE>
[Page 4]
<TABLE>
DREYFUS GOVERNMENT CASH MANAGEMENT
______________________________________________________
FISCAL YEAR ENDED JANUARY 31,
______________________________________________________
1994(1) 1995 1996 1997
______ ______ ______ ______
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period......................... $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______
INVESTMENT OPERATIONS:
Investment income-net........................................ .002 .039 .056 _
______ ______ ______ ______
DISTRIBUTIONS:
Dividends from investment income-net........................... (.002) (.039) (.056) _
______ ______ ______ ______
Net asset value, end of period................................ $1.00 $1.00 $1.00 $1.00
======== ========= ======= =========
TOTAL INVESTMENT RETURN....................................... 2.82%(2) 3.95 %5.75% _
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets..... 2.83%(2) 4.22% 5.49% _
Net Assets, end of period (000's omitted).............. $15,097 $39,704 $451,665 _
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
__________________________________________________________
FISCAL PERIOD ENDED
FISCAL YEAR ENDED SEPTEMBER 30, JANUARY 31,
____________________________________ ____________________
1994(1) 1995 1996 1997
_______ _______ _______ ________
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year...................... $1.00 $1.00 $1.00 $1.00
_______ _______ _______ ________
Investment Operations:
Investment income-net ..................................... .018 .050 .051 _
Distributions:
Dividends from investment income-net....................... (.0177) (.0497) (.051) _
_______ _______ _______ ________
Net asset value, end of year.................................. $1.00 $1.00 $1.00 $1.00
======== ========= ======= =========
TOTAL INVESTMENT RETURN............................................ 3.22%(2) 5.08% 5.25% _
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets.......... 3.33%(2) 5.24% 5.05% _
Net Assets, end of year (000's omitted).......................... $20,610 $39,047 $237,566 _
(1)From January 10, 1994 (commencement of initial offering) to July 31, 1994.
(3)Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY PRIME CASH MANAGEMENT
__________________________________________________________
FISCAL PERIOD ENDED
FISCAL YEAR ENDED SEPTEMBER 30, JANUARY 31,
____________________________________ ____________________
1994(1) 1995 1996 1997
_______ _______ _______ ________
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period..................... $1.00 $1.00 $1.00 $1.00
_______ _______ _______ ________
Investment Operations:
Investment income-net....................................... .004 .041 .053 _
_______ _______ _______ ________
Distributions:
Dividends from investment income-net............................. (.004) (.041) (.053) _
_______ _______ _______ ________
Net asset value, end of period................................. $1.00 $1.00 $1.00 $1.00
======== ========= ======= =========
TOTAL INVESTMENT RETURN........................................ 2.77%(2) 4.13% 5.39% _
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............ 2.78%(2) 4.26% 5.21% _
Net Assets, end of period (000's omitted)................ $53,916 $122,524 $255,618 _
(1) From January 10, 1994 (commencement of initial offering) to February 28, 1994.
(2) Annualized.
</TABLE>
[Page 5]
<TABLE>
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
_____________________________________________________________________
FISCAL PERIOD ENDED
FISCAL YEAR ENDED DECEMBER 31, JANUARY 31,
______________________________________________ ____________________
1993(1) 1994 1995 1996 1997
_______ _______ _______ _______ ________
<S> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period....... $1.00 $1.00 $1.00 $1.00 $1.00
_______ _______ _______ _______ ________
INVESTMENT OPERATIONS:
Investment income-net.............................. .005 .025 .035 ._ ._
_______ _______ _______ _______ ________
DISTRIBUTIONS:
Dividends from investment income-net............. (.005) (.025) (.035) ._ ._
_______ _______ _______ _______ ________
Net asset value, end of period................... $1.00 $1.00 $1.00 $1.00 $1.00
========= ======== ========= ======= =========
TOTAL INVESTMENT RETURN........................... 2.12%(2) 2.51% 3.60% ._ ._
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets......... .45%(2) .45% .45% .45% .45%
Ratio of net investment income to
average net assets............................. 2.14%(2) 2.43% 3.51% ._ ._
Net Assets, end of period (000's omitted)........... $1 $1,410 $22,817 ._ ._
(1) From September 30, 1993 (commencement of initial offering) to December 31, 1993.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
______________________________________________________
FISCAL YEAR ENDED JANUARY 31,
____________________________________________________
1994(1) 1995 1996 1997
_______ _______ _______ ________
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........................ $1.00 $1.00 $1.00 $1.00
_______ _______ _______ ________
INVESTMENT OPERATIONS:
Investment income-net....................................... .001 .025 .034 ._
_______ _______ _______ ________
DISTRIBUTIONS:
Dividends from investment income-net........................ (.001) (.025) (.034) ._
_______ _______ _______ ________
Net asset value, end of period................................... $1.00 $1.00 $1.00 $1.00
======== ========= ======= =========
TOTAL INVESTMENT RETURN............................................ 1.83%(2) 2.57% 3.46% ._
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.......................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets............. 1.87%(2) 2.74% 3.39% ._
Net Assets, end of period (000's omitted)........................ $1 $47,427 $79,813 ._
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
__________________________________________________________
FISCAL PERIOD ENDED
FISCAL YEAR ENDED JANUARY 31, JANUARY 31,
____________________________________ ____________________
1994(1) 1995 1996 1997
_______ _______ _______ ________
<S> <C> <C> <C> <C>
PERSHARE DATA:
Net asset value, beginning of year........................ $1.00 $1.00 $1.00 $1.00
_______ _______ _______ ________
Investment Operations:
Investment income-net ................................... .011 .032 .031 ._
Distributions:
Dividends from investment income-net..................... (.011) (.032) .031 ._
_______ _______ _______ ________
Net asset value, end of year.................................. $1.00 $1.00 $1.00 $1.00
======== ========= ======= =========
TOTAL INVESTMENT RETURN ................................ 2.02%(2) 3.20% 3.18% _
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..................... .45%(2) .45% .45% .45%
Ratio of net investment income to average net assets ............ 2.12%(2) 2.81% 3.09% _
Net Assets, end of year (000's omitted).......................... $53,324 $6,023 $14,317 _
(1) From January 18, 1994 (commencement of initial offering) to July 31, 1994.
(2) Annualized.
</TABLE>
[Page 6]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective yield
of its Investor Shares. 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 for Investor Shares of
the Fund refers to the income generated by an investment in Investor Shares
of 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 Investor Shares of 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. A Fund's
yield and effective yield for Investor Shares may reflect absorbed expenses
pursuant to any undertaking that may be in effect. See "Management of the
Funds."
Yield information is useful in reviewing the performance of a Fund's
Investor Shares, but because yields will fluctuate, under certain conditions
such information may not provide a basis for comparison with domestic bank
deposits, other investments which pay a fixed yield for a stated period of
time, or other investment companies which may use a different method of
computing yield.
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management, and Dreyfus New York Municipal Cash Management (collectively, the
"Tax Exempt Funds"), tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate (in the case of
Dreyfus New York Municipal Cash Management, typically the highest combined
Federal, New York State, and New York City personal income tax rates), would
be equivalent to a stated yield or effective yield calculated as described
above.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATI
ON, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION PURCHASING
FUND SHARES AND DO NOT REFER TO ANY INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT TH
E 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 investment objective of each Fund is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax; or, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in
the manner described below. Securities in which a Fund invests may not earn
as high a level of current income as long-term or lower quality securities
which generally have less liquidity, greater market risk and more fluctuation
in market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, each Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality and diversification requirements,
certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to 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 Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management,
and Dreyfus New York Municipal Cash Management, 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 by only one such organization) or, if unrated, are
of comparable quality as determined in accordance with procedures established
by the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management
Plus will purchase only instruments so rated in the highest rating category
or, if unrated, of comparable quality as determined
in accordance with procedures established by the Fund's Board. The nationally
recognized statistical rating organizations
[Page 7]
currently rating instruments of
the type Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus
Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management, and
Dreyfus New York Municipal Cash Management may purchase are Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA
Limited and IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the "Appendix" to the Statement of Additional Information.
For further information regarding the amortized cost method of valuing
securities, see "Determination of Net Asset Value" in the Statement of
Additional Information. There can be no assurance that a Fund will be able to
maintain a stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT - The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its assets in
bank obligations. See "Investment Considerations and Risks" below and
"Appendix_Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS - The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of foreign
banks and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix-Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities and enter into reverse repurchase agreements. See
"Appendix - Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT - The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund is permitted to lend portfolio securities to the extent described under
"Appendix_Investment Techniques-Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT - The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix-Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT - The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix-Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the Federal government
or any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS - The Fund invests at least 80% of the
value of its net assets (except when maintaining a temporary defensive
position) in 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 bear fixed, floating or variable rates of interest. See
"Appendix-Certain Portfolio Securities."
DREYFUS TAX EXEMPT CASH MANAGEMENT - The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that the
Fund will invest no more than 20% of the value of its net assets in Municipal
Obligations the interest from which gives rise to a preference item for the
purpose of the alternative minimum tax and, except for temporary defensive
purposes, in other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - The Fund invests primarily in
debt securities of the State of New York, its political subdivisions,
authorities and corporations, the interest from which is, in the opinion of
bond counsel to the issuer, exempt from Federal, New York State, and New York
City income taxes (collectively, "New York Municipal Obligations"). To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest, for temporary defensive
purposes, primarily in other Municipal Obligations, which New York State and
New York City income tax, and in Taxable Investments (as described below).
It is a fundamental policy of the Fund that it will invest at least
80%
[Page 8]
of the value of its net assets (except when maintaining a temporary
defensive position) in Municipal Obligations. Under normal circumstances, at
least 65% of the value of the Fund's net assets will be invested in New York
Municipal Obligations and the remainder may be invested in securities which
are not New York Municipal Obligations, and therefore may be subject to
Federal, New York State, and New York City income taxes. See "Investment
Considerations and Risks - Investing in New York Municipal Obligations"
below, "Dividends, Distributions and Taxes," and "Appendix _ Certain
Portfolio Securities."
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGE
MENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ From time to time,
each 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 will be treated as suc
h a preference item to shareholders. Each 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.
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, each Fund may invest in taxable
money market instruments ("Taxable Investments") of the quality described
under "Appendix-Certain Portfolio Securities-Taxable Investments."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each Fund's investments are concentrated in the banking
industry, each Fund will have correspondingly greater exposure to the risk
factors which are characteristic of such investments. Sustained increases in
interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In
addition, the value of and the investment return on each Fund's shares could
be affected by economic or regulatory developments in or related to the
banking industry, which industry also is subject to the effects of
competition within the banking industry as well as with other types of
financial institutions. Each Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
Each Fund may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus also may invest in
securities issued by other foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks, and
commercial paper issued by foreign issuers. Accordingly, each Fund may be
subject to additional investment risks with respect to such securities that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. Such risks include
possible future political and economic developments, seizure or
nationalization of foreign deposits, imposition of United Kingdom withholding
taxes on interest income payable on the securities, establishment of exchange
controls, or adoption of other foreign governmental restrictions which might
adversely affect the payment of principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DR
EYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEME
NT) - Each of these Funds 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, each of
these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds 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
[Page 9]
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
either of these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) - Since the Fund is concentrated in securities issued by New York
or entities within New York, an investment in the Fund may involve greater
risk than investments in certain other types of money market funds. Investors
should consider carefully the special risks inherent in investing principally
in New York Municipal Obligations. These risks result from the financial
condition of New York State, certain of its public bodies and municipalities,
and New York City. Beginning in early 1975, New York State, New York City and
other State entities faced serious financial difficulties which jeopardized
the credit standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. The State's financial operations have improved,
however, during recent fiscal years. For its fiscal periods 1993 through
1996, the State recorded balanced budgets on a cash basis, with substantial
fund balances in the General Fund in fiscal 1992-93 and 1993-94 and smaller
fund balances in fiscal 1994-95 and 1995-96. There can be no assurance that
the State will not face substantial potential budget gaps in future
years.Investors should obtain and review a copy of the Statement of
Additional Information which more fully sets forth these and other risk
factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) - The
classification of the Fund as a "non-diversified" investment company means
that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the 1940 Act. A "diversified"
investment company is required by the 1940 Act generally, with respect to 75%
of its total assets, to invest not more than 5% of such assets in the
securities of a single issuer. Since a relatively high percentage of the
Fund's assets may be invested in the obligations of a limited number of
issuers, the Fund's investments may be more sensitive to changes in the
market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets,
not more than 5% of its total assets invested in any one issuer. These
limitations do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a 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 FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned sub
sidiary of Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon
Bank Corporation ("Mellon"). As of February 28, 1997, The Dreyfus Corporation
managed or administered approximately $85 billion in assets for more than 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of each Fund's Board, except Dreyfus Cash
[Page 10]
Management Plus, in accordance with Massachusetts law, and the Board of
Dreyfus Cash Management Plus, in accordance with Maryland law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$233 billion in assets as of December 31, 1996, including approximately $86
billion in proprietary mutual fund assets. As of December 31, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1,046 billion in assets,
including approximately $57 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Investor Shares, unless The Dreyfus Corporation
gives Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all expenses of the Fund
(exclusive of taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
(i)the management fee payable by the Fund monthly at the annual rate of .20
of 1% of the value of the Fund's average daily net assets and (ii) payments
made pursuant to the Fund's Service Plan at the annual rate of .25 of 1% of
the value of the Fund's average daily net assets attributable to Investor
Shares. No Fund will reimburse The Dreyfus Corporation for any amounts it may
bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the Stateme
nt of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is each Fund's Custodian. Wells Fargo Bank,
N.A., 707 Wilshire Boulevard, Los Angeles, California 90017, is Sub-custodian
(the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus Cash Management
Plus, Dreyfus Government Cash Management, Dreyfus Treasury Cash Management,
and Dreyfus Treasury Prime Cash Management (collectively, the "Money Funds").
HOW TO BUY SHARES
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Investor 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 to purchase Investor Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
[Page 11]
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Investor Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Investor Shares may be purchased by wire, by telephone or through
compatible computer facilities. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S. banks. To place
an order by telephone or to determine whether their computer facilities are
compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Investor Shares are sold on a continuous basis at the net asset value
per share next determined after an order in proper form and Federal Funds
(monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
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 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").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT - Each of these Fund's net asset value per share is determined
twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m., California time
and (ii) as of 8:00 p.m. New York time/5:00 p.m. California time, on each day
the New York Stock Exchange or, as to Dreyfus Cash Management and Dreyfus
Cash Management Plus only, the New York Stock Exchange or the Transfer Agent,
is open for business. Net asset value per share of each class of shares 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 Statement of Additional Information.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York Time; or whose orders are placed, and payments received in
Federal Funds by the Sub-custodian (Wells Fargo Bank) by 12:00 Noon,
California time, will become effective at the price determined at 5:00 p.m.,
New York time, on that day, and investors will receive the dividend declared
on that day.
Orders placed with Dreyfus Institutional Services Division in New
York after 12:00 Noon, New York time, but prior to 5:00 p.m., New York time,
and whose payments are received in or converted into Federal Funds by the
Custodian (The Bank of New York) by 6:00 p.m., New York time, also will
become effective at the price determined at 5:00 p.m., New York time, on that
day, and investors will receive the dividend declared on that day.
Orders placed by an automated interface or trading system with
Dreyfus Institutional Services Division after 5:00 p.m., New York time, but
prior to 8:00 p.m., New York time, will become effective at the price
determined at 8:00 p.m., New York time, on that day, if Federal Funds are
received by the Custodian (The Bank of New York) by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders placed between 5:00 p.m. and 8:00 p.m., New York time, by a means
other than an automated interface or trading system with Dreyfus
Institutional Services Division will not become effective at least until the
following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT,
AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - Each of these Fund's net
asset value per share is determined twice daily: (i) as of 12:00 Noon,
New York time, and (ii) as of 8:00 p.m., New York time, on each day the New
York Stock Exchange is open for business. Net asset value per share of each
class of shares 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 Statement of Additional Information.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York time, will be effective at the price determined at 12:00 Noon,
New York time, on that day, and investors will receive the dividend declared
on that day.
Orders placed by an automated interface or trading system with
Dreyfus Institutional Services Division after 12:00 Noon, New York time, but
prior to 8:00 p.m., New York time, will become effective at the price
determined at
[Page 12]
8:00 p.m., New York time, on that day, if Federal Funds are
received by the Custodian (The Bank of New York) by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders placed between 12:00 Noon and 8:00 p.m., New York time, by a means
other than an automated interface or trading system with Dreyfus
Institutional Services Division will not become effective at least until the
following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Investor Shares
of a Fund, Investor Shares of any other Fund or of Dreyfus Institutional
Short Term Treasury Fund, which has different investment objectives and
management policies 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 made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares-Procedures." Before an
exchange into Dreyfus Institutional Short Term Treasury Fund, the investor
must obtain and should review a copy of the fund's current prospectus, which
may be obtained by calling one of the telephone numbers listed under "General
Information" in this Prospectus. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form. No
fees currently are charged investors directly in connection with exchanges,
although each 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. Each Fund reserves the
right to reject any exchange request in whole or in part. The availability of
Fund Exchanges may be modified or terminated at any time upon notice to
investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Investor Shares and purchase shares
of another class of a fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Investor Shares of a Fund, in Investor Shares of any
other Fund or of Dreyfus Institutional Short Term Treasury Fund, if the
investor is a shareholder in such fund. 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
mailing written notification to Dreyfus Institutional Services Division, EAB
Plaza, 144 Glenn Curtiss Boulevard, 8th Floor, Uniondale, New York
11556-0144. Each Fund may charge a service fee for the use of this Privilege.
No such fee currently is contemplated. For more information concerning this
Privilege and the funds eligible to participate in this Privilege, or to
obtain a Dreyfus Auto-Exchange Authorization Form, please call one of the
telephone numbers listed under "General Information." See "Dividends,
Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Investor Shares at any time and
the shares will be redeemed at the next determined net asset value.
None of the Funds impose charges when Investor Shares are redeemed.
Service Agents or other institutions may charge their clients a nominal fee
for effecting redemptions of Fund shares. Any share certificates representing
Fund shares being redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their original cost,
depending upon the respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all Investor Shares
redeemed within seven days after receipt by Dreyfus
Institutional Services Division of a redemption request in proper form,
except as provided by the rules of the Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT - If a request for redemption is received in proper form by
Dreyfus Institutional Services Division in New York by 5:00 p.m., New York
time, or in Los Angeles by 12:00 Noon, California time, the proceeds of the
redemption, if transfer by wire is requested, ordinarily will be transmitted
in Federal Funds on the same day and the shares will not receive the dividend
[Page 13]
declared on that day. If a redemption request is received by Dreyfus
Institutional Services Division after 5:00 p.m., New York time, but by 8:00
p.m., New York time, the redemption request will be effective on that day,
the shares will receive the dividend 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. If the request is received later
that day by Dreyfus Institutional Services Division in New York or Los
Angeles, the shares will receive the dividend 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.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AN
D DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - If a request for redemption is
received in proper form by Dreyfus Institutional Services Division 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 a
redemption request is received Dreyfus Institutional Services Division after
12:00 Noon, New York time, but by 8:00 p.m., New York time, the redemption
request will be effective on that day, the shares will receive the dividend
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. If the request is received later that day by Dreyfus
Institutional Services Division, the shares will receive the dividend
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.
Investors may redeem Investor Shares by wire or telephone, or through
compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless the investor
refuses it), the investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be an
authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal identificat
ion, to confirm that instructions are genuine and, if they do not follow such
procedures, the Fund or the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. Neither the Funds nor the
Transfer Agent will be liable for following telephone instructions reasonably
believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Investor Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE - Investors may redeem Investor Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Investor Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each 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 a Fund. The
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 - Each 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 Institutional Services Division at one of the telephone numbers listed
under "General Information" to determine whether their computer facilities
are compatible and to receive instructions for redeeming Investor Shares in
this manner.
SERVICE PLAN
Investor Shares of each Fund are subject to a separate Service Plan
adopted pursuant to Rule 12b-1 under the 1940 Act. Under each Service Plan,
the Fund (a) reimburses the Distributor for distributing Investor Shares and
(b) pays The Dreyfus Corporation, Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus
Corporation, and any affiliate of either of them (collectively, "Dreyfus")
for advertising and marketing Investor Shares and for providing certain
services relating to Investor Shares shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder accounts
("Servicing"), at an aggregate annual rate of .25 of 1% of the value of the
Fund's average daily net assets attributable to Investor Shares. Each of the
Distributor and Dreyfus may pay one or more Service Agents a fee in respect
of the Fund's Investor Shares owned by shareholders with whom the Service
Agent has a Servicing relationship or for whom the Service Agent is the
dealer or holder of record. Each of the Distributor and Dreyfus determines
the amounts, if any, to be paid to Service Agents under the Service Plan and
the basis on which such payments are made. Generally, the Service Agent will
provide holders of Investor Shares a consolidated
[Page 14]
statement and checkwriting privileges. The fee payable for Servicing is
intended to be a "service fee" as defined under Rule 2830 of the NASD Conduct
Rules. The fees payable under the Service Plan are payable without regard to
actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash
Management and Dreyfus Cash Management Plus, or the New York Stock Exchange
only, as to Dreyfus Government Cash Management, Dreyfus Treasury Cash
Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus New York
Municipal Cash Management, is open for business. Investor Shares begin
earning income dividends on the day the purchase order is effective. The
Fund's earnings for Saturdays, Sundays and holidays are declared as dividends
on the prior business day. Dividends usually are paid on the last calendar
day of each month, and are automatically reinvested in additional Investor
Shares at net asset value or, at the investor's option, paid in cash. If an
investor redeems all Investor 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. An omnibus accountholder may indicate in
a partial redemption request that a portion of any accrued dividends to which
such account is entitled belongs to an underlying accountholder who has redeem
ed all shares in his or her account, and such portion of the accrued
dividends will be paid to the accountholder 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 1940 Act. No Fund will 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 Investor Shares at net asset value. All
expenses are accrued daily and deducted before declaration of dividends to
investors. Dividends paid by each class of shares will be calculated at the
same time and in the same manner and will be in the same amount, except that
the expenses attributable solely to a class will be borne exclusively by such
class.
Dividends paid by each Money Fund derived from net investment income
and dividends paid by each Tax Exempt Fund derived from Taxable Investments,
together with distributions from any net realized short-term securities gains
and all or a portion of any gains realized from the sale or other disposition
of certain market discount bonds, are taxable as ordinary income, whether
received in cash or reinvested in Investor Shares, if the beneficial holder
of shares is a citizen or resident of the United States. No dividend paid by
a Fund will qualify for the dividends received deduction allowable to certain
U.S. corporations. Distributions from net realized long-term securities
gains, if any, generally are taxable as long-term capital gains for Federal
income tax purposes if the beneficial holder of shares is a citizen or
resident of the United States, regardless of how long shareholders have held
their shares and whether such distributions are received in cash or
reinvested in additional shares. The Code provides that the net capital gain
of an individual generally will not be subject to Federal income tax at a
rate in excess of 28%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, also New York State and New York City income tax. Dividends and
distributions of Dreyfus Cash Management Plus and Dreyfus Tax Exempt Cash
Management may be subject to state and local taxes. Although all or a
substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each of these Funds 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 a Tax Exempt Fund purchases such securities, the portion of the Fund's divi
dends 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.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
[Page 15]
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a 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 such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, also New York State and New York City
tax, and the dollar amount, if any, subject to such tax. These dollar amounts
will vary depending on the size and length of time of the investor's
investment in the Fund. If a Tax Exempt 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.
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.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management believes that each Fund has qualified for its most
recently completed fiscal year as a "regulated investment company" under the
Code. Each 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. Each Fund
is subject to a nondeductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus Municipal Cash Management Plus and
Dreyfus Treasury Prime Cash Management each were organized as an unincorporate
d business trust under the laws of the Commonwealth of Massachusetts pursuant
to a separate Agreement and Declaration of Trust dated September 12, 1990 and
February 16, 1987, and commenced operations on October 15, 1990 and December
27, 1988, respectively. Dreyfus New York Municipal Cash Management and
Dreyfus Treasury Cash Management each were organized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts pursuant
to a separate Agreement and Declaration of Trust (the "Trust Agreement") dated
September 12, 1990 and June 4, 1986, respectively, and
commenced operations November 4, 1991 and September 4, 1986, respectively.
Each of these Funds is authorized to issue an unlimited number of shares of
beneficial interest, par value $.001 per share. Dreyfus Cash Management Plus
was incorporated under Maryland law on August 12, 1987, commenced operations
on October 6, 1987, and is authorized to issue 15 billion shares of common
stock, par value $.001 per share. Each Fund's shares are classified into four
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 Investor Shares, however, will
be entitled to vote on matters submitted to shareholders pertaining to the
Service Plan.
[Page 16]
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) _ Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each Fund's Agreement and Declaration of
Trust (the "Trust Agreement") disclaims shareholder liability for acts or
obligations of such Fund and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or executed by the
Fund or its Trustees. Each 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 a Fund, the shareholder paying such liability
will be entitled to reimbursement from the general assets of such Fund. Each
Fund intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information, ordinarily, none of the Funds will 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
Board members.
DREYFUS CASH MANAGEMENT PLUS _ Unless otherwise required by the 1940 Act,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and the holders
of at least 25% of such shares may require the Fund to hold a special meeting
of shareholders for any other purpose. Fund shareholders may remove a
Director by the affirmative vote of a majority of the Fund's outstanding
voting shares. In addition, the Fund's Board will call a meeting of
shareholders for the purpose of electing Directors if, at any time less than
a majority of the Directors then holding office have been elected by
shareholders.
ALL FUNDS
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 a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Investor 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, each Fund's Board members
believe 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 a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a 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 Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
[Page 17]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser or 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 a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS GOVERNM
ENT CASH MANAGEMENT) _ Each Fund may lend securities from its portfolio to
brokers, dealers and other financial institutions needing to borrow
securities to complete certain transactions. Each Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 20% of the value of
the Fund's total assets, and the Fund will receive collateral consisting of
cash or U.S. Treasury securities which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by a Fund at any time upon specified
notice. Each Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS) _ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased. Each Fund's shares are classified into
four 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.
FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMP
T CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ Each of
these Funds may purchase Municipal Obligations and other securities on a
forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate receivable on a
forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty. A Fund will commit to purchase such
securities 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. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLU
S, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND
DREYFUS TREASURY PRIME CASH MANAGEMENT) _ Each of these Funds may invest in
U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that 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.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) _ Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and instrumentali
ties are supported by the full faith and credit of the U.S. Treasury; others
by the right of the issuer to borrow from the Treasury; others by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently 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.
[Page 18]
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) _
Each of these Funds may enter into repurchase agreements with certain banks
or non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each Fund may purchase certificates of deposit, time deposits, bankers'
acceptances and other short-term obligations issued by domestic banks.
Dreyfus Cash Management also may purchase other short-term obligations issued
by London branches of domestic banks and other banking institutions. Dreyfus
Cash Management Plus also may purchase other short-term obligations issued by
foreign subsidiaries or foreign branches (such as London branches) of
domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches (such
as London branches) of domestic banks, and domestic and foreign branches of
foreign banks, each Fund may be subject to additional investment risks that
are different in some respects from those incurred by a fund which invests
only in debt obligations of U.S. domestic issuers. See "Description of the
Funds _ Investment Considerations and Risks _ Bank Securities."
Certificates of deposit are negotiable certificates evidencing 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 (in no event longer than seven
days) at a stated interest rate.
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 the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by the
Fund will consist only of direct obligations. The other corporate obligations
in which the Fund may invest consist of high quality, U.S. dollar denominated
short-term bonds and notes (including variable amount master demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are 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, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. 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 established secondary
market for these obligations, although they are redeemable at face value,
plus accrued interest. 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
interest on demand.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXE
MPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -
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.
[Page 19]
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the
amounts borrowed. Frequently, such obligations are secured by letters of
credit or other credit support arrangements provided by banks.
Changes in the credit quality of banks and
other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. 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
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. 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 interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) _ Each of these Funds 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,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, 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.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEM
PT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ Each
of these Funds 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. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and neither Fund intends to exercise its
rights thereunder for trading purposes. These Funds 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.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMP
T CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To the
extent set forth in this Prospectus, each of these Funds may invest in
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-1 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. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
information on Taxable Investments. 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 and, with respect to Dreyfus Tax Exempt Cash Management,
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax. If a Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable
instruments. Under normal market conditions, none of these Funds anticipate
that not more than 5% of the value of its total assets will be invested in
any one category of Taxable Investments.
[Page 20]
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A 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 21]
[This Page Intentionally left Blank]
[Page 22]
Copy Rights 1997 Dreyfus Service Corporation CMGT/p040197inv
[Page 23]
COMBINED PROSPECTUS APRIL ____, 1997
DREYFUS CASH MANAGEMENT FUNDS
[PARTICIPANT SHARES]
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, INC., DREYFUS
GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, DREYFUS TREASURY
PRIME CASH MANAGEMENT, DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT (EACH,
A "FUND" AND COLLECTIVELY, THE "FUNDS") ARE OPEN-END MANAGEMENT INVESTMENT
COMPANIES, KNOWN AS MONEY MARKET MUTUAL FUNDS. EACH FUND'S INVESTMENT OBJECTIVE
IS TO PROVIDE INVESTORS WITH AS HIGH A LEVEL OF CURRENT INCOME AS IS CONSISTENT
WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY AND; IN THE
CASE OF DREYFUS MUNICIPAL CASH MANAGEMENT PLUS AND DREYFUS TAX EXEMPT CASH
MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL INCOME TAX; OR, IN THE CASE OF
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY, WHICH IS EXEMPT FROM FEDERAL,
NEW YORK STATE, AND NEW YORK CITY INCOME TAXES.
THE FUNDS ARE 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, EACH FUND IS OFFERING PARTICIPANT SHARES.
PARTICIPANT SHARES BEAR 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 PARTICIPANT SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY IMPOSED BY A FUND. OTHER CLASSES OF SHARES ARE OFFERED BY THE FUNDS
PURSUANT TO SEPARATE PROSPECTUSES AND ARE NOT OFFERED HEREBY. THE CLASSES ARE
IDENTICAL, EXCEPT AS TO THE SERVICES OFFERED TO EACH CLASS AND THE EXPENSES
BORNE BY EACH CLASS WHICH MAY AFFECT PERFORMANCE. INVESTORS DESIRING TO OBTAIN
INFORMATION ABOUT ANY OTHER CLASS OF SHARES SHOULD WRITE TO THE ADDRESS OR
CALL THE NUMBER SET FORTH BELOW.
THE DREYFUS CORPORATION SERVES AS EACH FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
SINCE DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT MAY INVEST A
SIGNIFICANT PORTION OF ITS ASSETS IN A SINGLE ISSUER, AN INVESTMENT IN THE
FUND MAY INVOLVE GREATER RISK THAN INVESTMENTS IN CERTAIN OTHER TYPES OF MONEY
MARKET FUNDS.
EACH FUND IS A SEPARATE ENTITY WITH A SEPARATE PORTFOLIO. THE
OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR INVESTORS' CONVENIENCE TO
PROVIDE INVESTORS THE OPPORTUNITY TO CONSIDER EIGHT INVESTMENT CHOICES IN ONE
DOCUMENT.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT EACH FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
A STATEMENT OF ADDITIONAL INFORMATION, DATED APRIL ___, 1997, 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. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP:// WWW. SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE AND OTHER
INFORMATION REGARDING THE FUNDS. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO A FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-554-4611. WHEN TELEPHONING, ASK
FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses................................ 3
Condensed Financial Information............................... 4
Yield Information............................................. 7
Description of the Funds...................................... 7
Management of the Funds....................................... 11
How to Buy Shares............................................. 12
Shareholder Services.......................................... 13
How to Redeem Shares.......................................... 14
Service Plan.................................................. 15
Dividends, Distributions and Taxes............................ 15
General Information........................................... 17
Appendix...................................................... 19
<TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
PARTICIPANT
SHARES
<S> <C> <C>
Management Fees............................................................ .20%
12b-1 Fees (distribution and servicing).................................... .40%
Total Fund Operating Expenses.............................................. .60%
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:
PARTICIPANT
SHARES
1 YEAR....................................... $ 6
3 YEARS...................................... $19
5 YEARS ..................................... $33
10 YEARS..................................... $75
</TABLE>
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses borne by each Fund's
Participant Shares, the payment of which will reduce investors' annual
return. As to each Fund's Participant Shares, unless The Dreyfus Corporation
gives Fund investors at least 90 days' notice to the contrary, The Dreyfus
Corporation, and not the Fund, will be liable for all Fund expenses
(exclusive of taxes, brokerage, interest on borrowing and (with the prior
written consent of the necessary state securities commissions) extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
(i) the management fee payable by the Fund monthly at the annual rate of .20
of 1% of the value of the Fund's average daily net assets and (ii) payments
made pursuant to the Fund's Service Plan at the annual rate of .40 of 1% of
the value of the Fund's average daily net assets attributable to Participant
Shares. Institutions and certain Service Agents (as defined below) effecting
transactions in Participant 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 Funds,"
"How to Buy Shares" and "Service Plan."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors. Further financial data, related
notes, and report of independent auditors for each Fund, accompany the
Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below for each Fund is per share operating performance data
for a Participant Share of beneficial interest or common stock outstanding,
as the case may be, total investment return, ratios to average net assets and
other supplemental data for each period indicated. This information has been
derived from the relevant Fund's financial statements.
<TABLE>
DREYFUS CASH MANAGEMENT
________________________
Fiscal Period Ended
January 31, 1997
________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
____
INVESTMENT OPERATIONS:
Investment income-net...............................................................
____
DISTRIBUTIONS:
Dividends from investment income-net................................................
____
Net asset value, end of period......................................................
=======
TOTAL INVESTMENT RETURN.............................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............................................
Ratio of net investment income to average net assets................................
Net Assets, end of period (000's omitted)...........................................
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS CASH MANAGEMENT PLUS, INC.
_________________________________
Fiscal Period Ended
January 31, 1997
_________________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
______
INVESTMENT OPERATIONS:
Investment income-net...............................................................
______
DISTRIBUTIONS:
Dividends from investment income-net................................................
______
Net asset value, end of period......................................................
======
TOTAL INVESTMENT RETURN.............................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............................................
Ratio of net investment income to average net assets................................
Net Assets, end of period (000's omitted)...........................................
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
[Page 4]
<TABLE>
DREYFUS GOVERNMENT CASH MANAGEMENT
____________________________________
Fiscal Period Ended
January 31, 1997
____________________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
_______
INVESTMENT OPERATIONS:
Investment income-net...............................................................
_______
DISTRIBUTIONS:
Dividends from investment income-net................................................
_______
Net asset value, end of period......................................................
========
TOTAL INVESTMENT RETURN.............................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............................................
Ratio of net investment income to average net assets................................
Net Assets, end of period (000's omitted)...........................................
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY CASH MANAGEMENT
_________________________________
Fiscal Period Ended
January 31, 1997
_________________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
_____
INVESTMENT OPERATIONS:
Investment income-net...............................................................
_____
DISTRIBUTIONS:
Dividends from investment income-net................................................
_____
Net asset value, end of period......................................................
=======
TOTAL INVESTMENT RETURN.............................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............................................
Ratio of net investment income to average net assets................................
Net Assets, end of period (000's omitted)...........................................
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TREASURY PRIME
CASH MANAGEMENT
________________________
Fiscal Period Ended
January 31, 1997
________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period................................................ $1.00
_______
INVESTMENT OPERATIONS:
Investment income-net............................................................... .-
_______
DISTRIBUTIONS:
Dividends from investment income-net................................................ .-
_______
Net asset value, end of period...................................................... $1.00
========
TOTAL INVESTMENT RETURN.............................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.............................................
Ratio of net investment income to average net assets................................
Net Assets, end of period (000's omitted)...........................................
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
[Page 5]
<TABLE>
DREYFUS MUNICIPAL
CASH MANAGEMENT PLUS
___________________________
Fiscal Period Ended
January 31, 1997
___________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period............................................. $1.00
_______
INVESTMENT OPERATIONS:
Investment income-net............................................................ .-
_______
DISTRIBUTIONS:
Dividends from investment income-net............................................. .-
_______
Net asset value, end of period................................................... $1.00
========
TOTAL INVESTMENT RETURN.......................................................... .-
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..........................................
Ratio of net investment income to average net assets............................. .-
Net Assets, end of period (000's omitted)........................................ .-
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS TAX EXEMPT CASH MANAGEMENT
____________________________________
Fiscal Period Ended
January 31, 1997
____________________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period.............................................
___
INVESTMENT OPERATIONS:
Investment income-net............................................................
___
DISTRIBUTIONS:
Dividends from investment income-net.............................................
___
Net asset value, end of period...................................................
=====
TOTAL INVESTMENT RETURN..........................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..........................................
Ratio of net investment income to average net assets.............................
Net Assets, end of period (000's omitted)........................................
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
<TABLE>
DREYFUS NEW YORK
MUNICIPAL CASH MANAGEMENT
_______________________________
Fiscal Period Ended
January 31, 1997
_______________________________
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period.............................................
_____
INVESTMENT OPERATIONS:
Investment income-net............................................................
_____
DISTRIBUTIONS:
Dividends from investment income-net.............................................
_____
Net asset value, end of period...................................................
======
TOTAL INVESTMENT RETURN..........................................................
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets..........................................
Ratio of net investment income to average net assets.............................
Net Assets, end of period (000's omitted)........................................
(1) From November 21, 1996 (commencement of initial offering) to January 31, 1997.
(2) Annualized.
</TABLE>
[Page 6]
YIELD INFORMATION
From time to time, each Fund advertises the yield and effective
yield of its Participant Shares. 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 for
Participant Shares of the Fund refers to the income generated by an
investment in Participant Shares of 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 Participant
Shares of 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. A Fund's yield and effective yield for Participant
Shares may reflect absorbed expenses pursuant to any undertaking that may be
in effect. See "Management of the Funds."
Yield information is useful in reviewing the performance of a
Fund's Participant Shares, but because yields will fluctuate, under certain
conditions such information may not provide a basis for comparison with
domestic bank deposits, other investments which pay a fixed yield for a
stated period of time, or other investment companies which may use a
different method of computing yield.
As to Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus New York Municipal Cash Management
(collectively, the "Tax Exempt Funds"), tax equivalent yield is calculated by
determining the pre-tax yield which, after being taxed at a stated rate (in
the case of Dreyfus New York Municipal Cash Management, typically the highest
combined Federal, New York State, and New York City personal income tax
rates), would be equivalent to a stated yield or effective yield calculated
as described above.
Comparative performance information may be used from time to time
in advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUNDS
GENERAL
WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL IN
FORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING FUND SHARES OF A FUND 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 investment objective of each Fund is to provide investors with
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity and, in the case of Dreyfus
Municipal Cash Management Plus and Dreyfus Tax Exempt Cash Management only,
which is exempt from Federal income tax; or, in the case of Dreyfus New York
Municipal Cash Management only, which is exempt from Federal, New York State,
and New York City income taxes. Each Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved. Each Fund pursues its investment objective in the
manner described below. Securities in which a Fund invests may not earn as
high a level of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more fluctuation in
market value.
MANAGEMENT POLICIES
Each Fund seeks to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, each Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the 1940 Act,
which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized below.
In accordance with Rule 2a-7, each Fund is required to 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 Fund's Board to present minimal credit risks
and, in the case of Dreyfus Cash Management, Dreyfus Cash Management Plus,
Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management,
and Dreyfus New York Municipal Cash Management, which are rated in one of
the two highest rating categories for debt obligations by at
[Page 7]
least two nationally recognized statistical rating organizations
(or one rating organization if
the instrument was rated by only one such organization) or, if unrated, are
of comparable quality as determined in accordance with procedures established
by the Board. Moreover, Dreyfus Cash Management and Dreyfus Cash Management
Plus will purchase only instruments so rated in the highest rating category
or, if unrated, of comparable quality as determined in accordance with
procedures established by the Fund's Board. The nationally recognized
statistical rating organizations currently rating instruments of the type
Dreyfus Cash Management, Dreyfus Cash Management Plus, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus New York
Municipal Cash Management may purchase are Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Ratings Group ("S&P"), Duff & Phelps Credit
Rating Co., Fitch Investors Service, L.P. ("Fitch"), IBCA Limited and IBCA
Inc. and Thomson BankWatch, Inc. and their rating criteria are described in
the "Appendix" to the Statement of Additional Information. For further
information regarding the amortized cost method of valuing securities, see
"Determination of Net Asset Value" in the Statement of Additional
Information. There can be no assurance that a Fund will be able to maintain a
stable net asset value of $1.00 per share.
Each Fund except Dreyfus New York Municipal Cash Management is
classified as a diversified investment company. Dreyfus New York Municipal
Cash Management is classified as a non-diversified investment company.
DREYFUS CASH MANAGEMENT - The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic
banks or London branches of domestic banks, repurchase agreements, and high
grade commercial paper and other short-term corporate obligations. During
normal market conditions, the Fund will invest at least 25% of its assets in
bank obligations. See "Investment Considerations and Risks" below and
"Appendix - Certain Portfolio Securities."
DREYFUS CASH MANAGEMENT PLUS - The Fund invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, U.S. dollar denominated time deposits,
certificates of deposit, time deposits, bankers' acceptances and other
short-term obligations issued by domestic banks, foreign subsidiaries or
foreign branches of domestic banks, domestic and foreign branches of foreign
banks and thrift institutions, repurchase agreements, and high quality
domestic and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of interest. See
"Appendix-Certain Portfolio Securities." In addition, the Fund may lend
portfolio securities and enter into reverse repurchase agreements. See
"Appendix-Investment Techniques." During normal market conditions, the Fund
will invest at least 25% of its total assets in bank obligations. See
"Investment Considerations and Risks" below.
DREYFUS GOVERNMENT CASH MANAGEMENT - The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities, and repurchase agreements in respect of these
securities. See "Appendix_Certain Portfolio Securities." In addition, the
Fund is permitted to lend portfolio securities to the extent described under
"Appendix_Investment Techniques-Lending Portfolio Securities."
DREYFUS TREASURY CASH MANAGEMENT - The Fund invests in securities issued or
guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect of these securities. See "Appendix-Certain Portfolio
Securities."
DREYFUS TREASURY PRIME CASH MANAGEMENT - The Fund invests only in securities
issued and guaranteed as to principal and interest by the U.S. Government.
These securities include U.S. Treasury securities, which differ in their
interest rates, maturities and times of issuance. See "Appendix_Certain
Portfolio Securities." The Fund does not invest in repurchase agreements,
securities issued by agencies or instrumentalities of the Federal government
or any other type of money market instrument or security.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS - The Fund invests at least 80% of the
value of its net assets (except when maintaining a temporary defensive
position) in 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 bear fixed, floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities."
DREYFUS TAX EXEMPT CASH MANAGEMENT - The Fund's management policies are
identical to those of Dreyfus Municipal Cash Management Plus, except that
the Fund will invest no more than 20% of the value of its net assets
[Page 8]
in Municipal Obligations the interest from which gives rise to a preference
item for the purpose of the
alternative minimum tax and, except for temporary defensive purposes, in
other investments subject to Federal income tax.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - The Fund invests primarily in
debt securities of the State of New York, its political subdivisions,
authorities and corporations, the interest from which is, in the opinion of
bond counsel to the issuer, exempt from Federal, New York State, and New York
City income taxes (collectively, "New York Municipal Obligations"). To the
extent acceptable New York Municipal Obligations are at any time unavailable
for investment by the Fund, the Fund will invest, for temporary defensive
purposes, primarily in other Municipal Obligations, which are subject to New
York State and New York City income tax, and in Taxable Investments (as
defined below).
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. Under normal circumstances, at
least 65% of the value of the Fund's net assets will be invested in New York
Municipal Obligations, and the remainder may be invested in securities which
are not New York Municipal Obligations, and therefore may be subject to
Federal, New York State, and New York City income taxes. See "Investment
Considerations and Risks-Investing in New York Municipal Obligations" below,
"Dividends, Distributions and Taxes" and "Appendix-Certain Portfolio
Securities."
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGE
MENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT _ From time to time,
each 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 will be treated as suc
h a preference item to shareholders. Each Fund may invest without limitation
in such Municipal Obligations if The Dreyfus Corporation determines that
their purchase is consistent with the Fund's investment objectives.
From time to time, on a temporary basis other than for temporary
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, each Fund may invest in taxable money market
instruments ("Taxable Investments") of the quality described under
"Appendix_Certain Portfolio Securities-Taxable Investments."
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL _ Each Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since each Fund
usually will not pay brokerage commissions when it purchases short-term debt
obligations, including U.S. Government securities. The value of the portfolio
securities held by each Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
BANK SECURITIES (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
To the extent each Fund's investments are concentrated in the banking
industry, the Fund will have correspondingly greater exposure to the risk
factors which are characteristic of such investments. Sustained increases in
interest rates can adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a deterioration in general
economic conditions could increase the exposure to credit losses. In
addition, the value of and the investment return on each Fund's shares could
be affected by economic or regulatory developments in or related to the
banking industry, which industry also is subject to the effects of
competition within the banking industry as well as with other types of
financial institutions. Each Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of the highest quality.
Each Fund may invest in securities issued by London branches of
domestic banks, and Dreyfus Cash Management Plus also may invest in
securities issued by foreign subsidiaries or foreign branches of domestic
banks, domestic and foreign branches of foreign banks, and commercial
paper issued by foreign issuers. Accordingly, each Fund may be subject to
additional investment risks with respect to such securities that are
different in some respects from those incurred by a fund which invests only
in debt obligations of U.S. domestic issuers. Such risks
[Page 9]
include possible future political and economic developments, seizure or
nationalization of
foreign deposits, imposition of United Kingdom withholding taxes on interest
income payable on the securities, establishment of exchange controls, or
adoption of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) - Each of these Funds 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, each of
these Funds may be subject to greater risk as compared to a fund that does
not follow this practice.
Certain municipal lease/purchase obligations in which each of these
Funds 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
either of these Funds. 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 these Funds so as to adversely
affect Fund shareholders, each 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.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT) - Since the Fund is concentrated in securities issued by New York
or entities within New York, an investment in the Fund may involve greater
risk than investments in certain other types of money market funds. Investors
should consider carefully the special risks inherent in investing principally
in New York Municipal Obligations. These risks result from the financial
condition of New York State, certain of its public bodies and municipalities,
and New York City. Beginning in early 1975, New York State, New York City and
other State entities faced serious financial difficulties which jeopardized
the credit standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market values of various New York Municipal Obligations in
which the Fund may invest. If there should be a default or other financial
crisis relating to New York State, New York City, a State or City agency, or
a State municipality, the market value and marketability of outstanding New
York Municipal Obligations in the Fund's portfolio and the interest income to
the Fund could be adversely affected. Moreover, the national recession and
the significant slowdown in the New York and regional economies in the early
1990's added substantial uncertainty to estimates of the State's tax
revenues, which, in part, caused the State to incur cash-basis operating
deficits in the General Fund and issue deficit notes during the fiscal
periods 1989 through 1992. The State's financial operations have improved,
however, during recent fiscal years. For its fiscal periods 1993 through
1996, the State recorded balanced budgets on a cash basis, with substantial
fund balances in the General Fund in fiscal 1992-93 and 1993-94 and smaller
fund balances in fiscal 1994-95 and 1995-96. There can be no assurance that
the State will not face substantial potential budget gaps in future
years.Investors should obtain and review a copy of the Statement of
Additional Information which more fully sets forth these and other risk
factors.
NON-DIVERSIFIED STATUS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) - The
classification of the Fund as a "non-diversified" investment company means
that the proportion of the Fund's assets that may be invested
[Page 10]
in the securities of a single issuer is not limited by the 1940 Act.
A "diversified" investment company is required by the 1940 Act generally, with
respect to 75% of its total assets, to invest not more than 5% of such assets
in the securities of a single issuer. Since a relatively high percentage of
the Fund's assets may be invested in the obligations of a limited number of
issuers, the Fund's investments may be more sensitive to changes in the
market value of a single issuer. However, to meet Federal tax requirements,
at the close of each quarter the Fund may not have more than 25% of its total
assets invested in any one issuer and, with respect to 50% of total assets,
not more than 5% of its total assets invested in any one issuer. These
limitations do not apply to U.S. Government securities.
SIMULTANEOUS INVESTMENTS _ Investment decisions for each Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as a 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 FUNDS
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of February 28, 1997, The Dreyfus Corporation
managed or administered approximately $85 billion in assets for more than 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of each Fund's affairs under a separate Management Agreement with
each Fund, subject to the authority of each Fund's Board, except Dreyfus Cash
Management Plus, in accordance with Massachusetts law, and the Board of
Dreyfus Cash Management Plus, in accordance with Maryland law..
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$233 billion in assets as of December 31, 1996, including approximately $86
billion in proprietary mutual fund assets. As of December 31, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $1,046 billion in assets,
including approximately $57 billion in mutual fund assets.
For each Fund's most recent fiscal year end, each Fund paid The
Dreyfus Corporation a monthly management fee at the annual rate of .20 of 1%
of the value of such Fund's average daily net assets.
As to each Fund's Participant Shares, unless The Dreyfus
Corporation gives Fund investors at least 90 days' notice to the contrary,
The Dreyfus Corporation, and not the Fund, will be liable for all expenses of
the Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which will be
borne by the Fund: (i)the management fee payable by the Fund monthly at the an
nual rate of .20 of 1% of the value of the Fund's average daily net assets
and (ii) payments made pursuant to the Fund's Service Plan at the annual rate
of .40 of 1% of the value of the Fund's average daily net assets attributable
to Participant Shares. No Fund will reimburse The Dreyfus Corporation for any
amounts it may bear.
In allocating brokerage transactions, The Dreyfus Corporation seeks
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, TheDreyfus Corporation may consider, among
other things, the receipt of research services and/or the sale of shares of a
Fund or other funds managed, advised or administered by The Dreyfus
Corporation as factors in the selection of broker-dealers to execute
portfolio transactions for a Fund. See "Portfolio Transactions" in the
Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Funds' distributor may use part or all of such payments to pay Service
Agents in respect of these services.
DISTRIBUTOR _ The Funds' distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is each Fund's Transfer and
[Page 11]
Dividend Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90
Washington Street, New York, New York 10286, is each Fund's Custodian.
Wells Fargo Bank, N.A., 707 Wilshire Boulevard, Los Angeles, California 90017,
is Sub-custodian (the "Sub-custodian") as to Dreyfus Cash Management, Dreyfus
Cash Management Plus, Dreyfus Government Cash Management, Dreyfus Treasury
Cash Management, and Dreyfus Treasury Prime Cash Management (collectively,
the "Money Funds").
How to Buy Shares
GENERAL
The Funds are designed for institutional investors, particularly
banks, acting for themselves or in a fiduciary, advisory, agency, custodial
or similar capacity. Participant 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 to purchase Participant Shares is
$10,000,000, unless: (a) the investor has invested at least $10,000,000 in
the aggregate among any class of shares of any Fund or Dreyfus Institutional
Short Term Treasury Fund; or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment must be accompanied by the Account Application. Share
certificates are issued only upon the investor's written request. No
certificates are issued for fractional shares. Each Fund reserves the right
to reject any purchase order.
Management understands that some financial institutions, securities
dealers and other industry professionals (collectively, "Service Agents") and
other institutions may charge their clients fees in connection with purchases
of Participant Shares for the accounts of their clients. Service Agents may
receive different levels of compensation for selling different classes of
shares. Investors should consult their Service Agents in this regard.
Participant Shares may be purchased by wire, by telephone or
through compatible computer facilities. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks. To
place an order by telephone or to determine whether their computer facilities
are compatible with the Fund's, investors should call one of the telephone
numbers listed under "General Information" in this Prospectus.
Participant Shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal
Funds (monies of member banks in the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Custodian,
Sub-custodian or other agent or entity subject to the direction of such
agents. If an investor does not remit Federal Funds, its payment must be
converted into Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.
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 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").
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT - Each of these Fund's net asset value per share is determined
twice daily: (i) as of 5:00 p.m., New York time/2:00 p.m., California time,
and (ii) as of 8:00 p.m., New York time/5:00 p.m., California time, on each
day the New York Stock Exchange or, as to Dreyfus Cash Management
and Dreyfus Cash Management Plus only, the New York Stock Exchange or the
Transfer Agent, is open for business. Net asset value per share of each class
of shares 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 Statement of Additional Information.
[Page 12]
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York Time; or whose orders are placed, and payments received in
Federal Funds by the Sub-custodian (Wells Fargo Bank) by 12:00 Noon,
California time, will become effective at the price determined at 5:00 p.m.,
New York time, on that day, and investors will receive the dividend declared
on that day.
Orders placed with Dreyfus Institutional Services Division in New
York after 12:00 Noon, New York time, but prior to 5:00 p.m., New York time,
and whose payments are received in or converted into Federal Funds by the
Custodian (The Bank of New York) by 6:00 p.m., New York time, also will
become effective at the price determined at 5:00 p.m., New York time, on that
day, and investors will receive the dividend declared on that day.
Orders placed by an automated interface or trading system with
Dreyfus Institutional Services Division after 5:00 p.m., New York time, but
prior to 8:00 p.m., New York time, will become effective at the price
determined at 8:00 p.m., New York time, on that day, if Federal Funds are
received by the Custodian (The Bank of New York) by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders placed between 5:00 p.m. and 8:00 p.m., New York time, by a means
other than an automated interface or trading system with Dreyfus
Institutional Services Division will not become effective at least until the
following business day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AN
D DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - Each of these Fund's net asset
value per share is determined twice daily: (i) as of 12:00 Noon, New York
time, and (ii) as of 8:00 p.m., New York time, on each day the New York Stock
Exchange is open for business. Net asset value per share of each class of
shares 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 Statement of Additional Information.
Investors whose orders are placed, and payments are received in or
converted into Federal Funds by the Custodian (The Bank of New York) by 12:00
Noon, New York time, will be effective at the price determined at 12:00 Noon,
New York time, on that day, and investors will receive the dividend declared
on that day.
Orders placed by an automated interface or trading system with
Dreyfus Institutional Services Division after 12:00 Noon, New York time, but
prior to 8:00 p.m., New York time, will become effective at the price
determined at 8:00 p.m., New York time, on that day, if Federal Funds are
received by the Custodian (The Bank of New York) by 11:00 a.m., New York
time, on the following business day. Shares so purchased will begin to accrue
dividends on the business day following the date the order became effective.
Orders placed between 12:00 Noon and 8:00 p.m., New York time, by a means
other than an automated interface or trading system with Dreyfus
Institutional Services Division will not become effective at least until the
following business day.
SHAREHOLDER SERVICES
FUND EXCHANGES _ An investor may purchase, in exchange for Participant
Shares of a Fund, Participant Shares of any other Fund. 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 made: Telephone Exchange Privilege,
Redemption by Wire or Telephone, Redemption Through Compatible Computer
Facilities and the dividend/capital gain distribution option selected by the
investor.
To request an exchange, exchange instructions must be given in
writing or by telephone. See "How to Redeem Shares-Procedures." Shares will
be exchanged at the net asset value next determined after receipt of an
exchange request in proper form. No fees currently are charged investors
directly in connection with exchanges, although each 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
. Each Fund reserves the right to reject any exchange request in whole or in
part. The availability of Fund Exchanges may be modified or terminated at any
time upon notice to investors. See "Dividends, Distributions and Taxes."
An investor who wishes to redeem Participant Shares and purchase
shares of another class of a fund identified above should contact Dreyfus
Institutional Services Division by calling one of the telephone numbers
listed under "General Information" in this Prospectus, and should obtain and
review a copy of the current prospectus for the relevant share class which
the investor wishes to purchase.
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables an
investor to invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for Participant Shares of a Fund, in Participant Shares
of any other Fund, if the investor is a shareholder in such Fund. The amount
an investor designates, which
[Page 13]
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 mailing written notification to Dreyfus
Institutional Services Division, EAB Plaza, 144 Glenn Curtiss Boulevard, 8th
Floor, Uniondale, New York 11556-0144. Each Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege and the funds eligible to participate
in this Privilege, or to obtain a Dreyfus Auto-Exchange Authorization Form,
please call one of the telephone numbers listed under "General Information."
See "Dividends, Distributions and Taxes."
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of Participant Shares at any time
and the shares will be redeemed at the next determined net asset value.
None of these Funds impose charges when Participant Shares are
redeemed. Service Agents or other institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any share certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the respective Fund's then-current net asset
value.
Each Fund ordinarily will make payment for all Participant Shares
redeemed within seven days after receipt by Dreyfus Institutional Services
Division of a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission.
DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS, DREYFUS GOVERNMENT CASH
MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND DREYFUS TREASURY PRIME CASH
MANAGEMENT - If a request for redemption is received in proper form by
Dreyfus Institutional Services Division in New York by 5:00 p.m., New York
time, or in Los Angeles by 12:00 Noon, California time, the proceeds of the
redemption, if transfer by wire is requested, ordinarily will be transmitted
in Federal Funds on the same day and the shares will not receive the dividend
declared on that day. If a redemption request is received by Dreyfus
Institutional Services Division after 5:00 p.m., New York time, but by 8:00
p.m., New York time, the redemption request will be effective on that day,
the shares will receive the dividend 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. If the request is received later
that day in New York or Los Angeles, the shares will receive the dividend
declared on that day and the proceeds of redemption, if wire transfer is
requested, ordinarily will be transmitted in Federal Funds on the next busines
s day.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMPT CASH MANAGEMENT, AN
D DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT - If a request for redemption is
received in proper form by Dreyfus Institutional Services Division 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 a
redemption request is received by Dreyfus Institutional Services Division
after 12:00 Noon, New York time, but by 8:00 p.m., New York time, the
redemption request will be effective on that day, the shares will receive the
dividend 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. If the request is received later that day by Dreyfus
Institutional Services Division, the shares will receive the dividend
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.
PROCEDURES
Investors may redeem Participant Shares by wire or telephone, or
through compatible computer facilities as described below.
If an investor selects a telephone redemption privilege or
telephone exchange privilege (which is granted automatically unless the
investor refuses it), the investor authorizes the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be
an authorized representative of the investor, and reasonably believed by the
Transfer Agent to be genuine. Each Fund will require the Transfer Agent 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 or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Funds nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
[Page 14]
During times of drastic economic or market conditions, investors
may experience difficulty in contacting the Fund or its designated agents by
telephone to request a redemption or exchange of Participant Shares. In such
cases, investors should consider using the other redemption procedures
described herein.
REDEMPTION BY WIRE OR TELEPHONE - Investors may redeem Participant Shares by
wire or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem Participant Shares by telephone by calling one of the
telephone numbers listed under "General Information." Each 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 a Fund. The
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 - Each 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 Institutional Services Division at one of the telephone numbers listed
under "General Information" to determine whether their computer facilities
are compatible and to receive instructions for redeeming Participant Shares
in this manner.
SERVICE PLAN
Participant Shares of each Fund are subject to a separate Service
Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under each Service
Plan, the Fund (a) reimburses the Distributor for distributing Participant
Shares and (b) pays The Dreyfus Corporation, Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, and any affiliate of
either of them (collectively, "Dreyfus") for advertising and marketing
Participant Shares and for providing certain services relating to Participant
Shares shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts ("Servicing"), at an
aggregate annual rate of .40 of 1% of the value of the Fund's average daily
net assets attributable to Participant Shares. Each of the Distributor and
Dreyfus may pay one or more Service Agents a fee in respect of the Fund's
Participant Shares owned by shareholders with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the dealer or holder
of record. Each of the Distributor and Dreyfus determines the amounts, if
any, to be paid to Service Agents under the Service Plan and the basis on
which such payments are made. Generally, the Service Agent will provide
holders of Participant Shares a consolidated statement, checkwriting
privileges, automated teller machine access, and bill paying services. The
fee payable for Servicing is intended to be a "service fee" as defined under
Rule 2830 of the NASD Conduct Rules. The fees payable under the Service Plan
are payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Ordinarily, dividends are declared from net investment income on each
day the New York Stock Exchange or the Transfer Agent, as to Dreyfus Cash
Management and Dreyfus Cash Management Plus only, or the New York Stock
Exchange, as to Dreyfus Government Cash Management, Dreyfus Treasury Cash
Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus New York
Municipal Cash Management, is open for business. Participant Shares begin
earning income dividends on the day the purchase order is effective. The
Fund's earnings for Saturdays, Sundays and holidays are declared as dividends
on the prior business day. Dividends usually are paid on the last calendar
day of each month, and are automatically reinvested in additional Participant
Shares at net asset value or, at the investor's option, paid in cash. If an
investor redeems all Participant 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. An omnibus accountholder may indicate in
a partial redemption request that a portion of any accrued dividends to which
such account is entitled belongs to an underlying accountholder who has
redeemed all shares in his or her account, and such portion of the accrued
dividends will be paid to the accountholder 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 1940 Act. No Fund will 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 Particip
ant Shares at net asset value. All expenses are accrued daily and deducted
before declaration of dividends to investors. Dividends paid by each class of
shares will be calculated at the same time
[Page 15]
and in the same manner and will be in the same amount, except that the
expenses attributable solely to a class
will be borne exclusively by such class.
Dividends paid by each Money Fund derived from net investment
income and dividends paid by each Tax Exempt Fund derived from Taxable
Investments, together with distributions from any net realized short-term
securities gains and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, are taxable as ordinary
income, whether received in cash or reinvested in Participant Shares, if the
beneficial holder of shares is a citizen or resident of the United States. No
dividend paid by a Fund will qualify for the dividends received deduction
allowable to certain U.S. corporations. Distributions from net realized
long-term securities gains, if any, generally are taxable as long-term
capital gains for Federal income tax purposes if the beneficial holder of
shares is a citizen or resident of the United States, regardless of how long
shareholders have held their shares and whether such distributions are
received in cash or reinvested in additional shares. The Code provides that
the net capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%.
Except for dividends from Taxable Investments, it is anticipated
that substantially all dividends paid by each Tax Exempt Fund will not be
subject to Federal income tax and, as to Dreyfus New York Municipal Cash
Management, also New York State and New York City income tax. Dividends and
distributions of Dreyfus Municipal Cash Management Plus and Dreyfus Tax
Exempt Cash Management may be subject to state and local taxes. Although all
or a substantial portion of the dividends paid by each Tax Exempt Fund may be
excluded by the beneficial holders of Fund shares from their gross income for
Federal income tax purposes, each of these Funds 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 a Tax Exempt 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.
Dividends paid by Dreyfus Government Cash Management, Dreyfus
Treasury Cash Management, and Dreyfus Treasury Prime Cash Management derived
from net investment income attributable to interest from direct obligations
of the United States currently are not subject to state personal income tax.
Dividends paid by these Funds may be subject to state and local corporate
income and/or franchise taxes. In addition, in certain jurisdictions, Fund
shareholders may be subject to state and local taxes with respect to
ownership of Fund shares or distributions from the Fund. Each of these Funds
intends to provide shareholders with a statement which sets forth the
percentage of dividends paid by the Fund which are attributable to interest
income from direct obligations of the United States.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by a Fund with respect to Fund shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by a Fund with respect to Fu
nd 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 such investor annually. Each investor also
will receive periodic summaries of such investor's account which will include
information as to dividends and distributions from securities gains, if any,
paid during the year. For each Tax Exempt Fund, these statements will set
forth the dollar amount of income exempt from Federal tax and, as to Dreyfus
New York Municipal Cash Management, also New York State and New York City
tax, and the dollar amount, if any, subject to such tax. These dollar amounts
will vary depending on the size and length of time of the investor's
investment in the Fund. If a Tax Exempt 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.
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.
[Page 16]
Federal regulations generally require each Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of taxable
dividends and distributions from net realized securities gains of the Fund
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or in
terest 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.
Management believes that each Fund has qualified for its respective
fiscal year as a "regulated investment company" under the Code. Each 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. Each Fund is subject to
a nondeductible 4% excise tax, measured with respect to certain undistributed
amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
Dreyfus Cash Management, Dreyfus Government Cash Management, and
Dreyfus Tax Exempt Cash Management were incorporated under Maryland law on
December 6, 1984, February 1, 1984, and January 27, 1984, respectively, and
commenced operations in March, 1985. On May 22, 1987, each of these Funds was
reorganized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts. Dreyfus Municipal Cash Management Plus and
Dreyfus Treasury Prime Cash Management each were organized as an unincorporate
d business trust under the laws of the Commonwealth of Massachusetts pursuant
to a separate Agreement and Declaration of Trust dated September 12, 1990 and
February 16, 1987, and commenced operations on October 15, 1990 and December
27, 1988, respectively. Dreyfus New York Municipal Cash Management and
Dreyfus Treasury Cash Management each were organized as an unincorporated
business trust under the laws of the Commonwealth of Massachusetts pursuant
to a separate Agreement and Declaration of Trust (the "Trust Agreement")
dated September 12, 1990 and June 4, 1986, respectively, and commenced
operations November 4, 1991 and September 4, 1986, respectively. Each of
these Funds is authorized to issue an unlimited number of shares of
beneficial interest, par value $.001 per share. Dreyfus Cash Management Plus
was incoporated under Maryland law on August 12, 1987, commenced operations
on October 6, 1987, and is authorized to issue 15 billion shares of common
stock, par value $.001 per share. Each Fund's shares are classified into four
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 Participant Shares, however,
will be entitled to vote on matters submitted to shareholders pertaining to
the Service Plan.
ALL FUNDS (EXCEPT DREYFUS CASH MANAGEMENT PLUS) _ Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of a Fund. However, each Fund's Agreement and Declaration of
Trust (the "Trust Agreement") disclaims shareholder liability for acts or
obligations of such Fund and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or executed by the
Fund or its Trustees. Each 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 a Fund, the shareholder paying such liability
will be entitled to reimbursement from the general assets of such Fund. Each
Fund intends to conduct its operations in such a way so as to avoid, as far
as possible, ultimate liability of its shareholders for liabilities of the
Fund. As described under "Management of the Funds" in the Statement of
Additional Information,
ordinarily, none of the Funds 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 Board members.
DREYFUS CASH MANAGEMENT PLUS _ Unless otherwise required by the 1940 Act,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders
[Page 17]
of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and the holders
of at least 25% of such shares may require the Fund to hold a special meeting
of shareholders for any other purpose. Fund shareholders may remove a
Director by the affirmative vote of a majority of the Fund's outstanding
voting shares. In addition, the Fund's Board will call a meeting of
shareholders for the purpose of electing Directors if, at any time less than
a majority of the Directors then holding office have been elected by
shareholders.
ALL FUNDS
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 a Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, in the case of
institutional investors, by calling in New York State 1-718-895-1650; outside
New York State call toll free 1-800-346-3621. Individuals or entities for
whom institutions may purchase or redeem Participant 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, each Fund's Board members
believe 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 a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the servicing of such shareholders would be
sought. In such event, changes in the operation of a 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 Funds do not expect that their respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Although each Fund is offering only its own shares, it is possible
that a Fund might become liable for any misstatement in this Prospectus about
another Fund. Each Fund's Board has considered this factor in approving the
use of this Combined Prospectus.
[Page 18]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ Each Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser or cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of a
value of a Fund's total assets, the Fund will not make any additional
investments.
LENDING PORTFOLIO SECURITIES (DREYFUS CASH MANAGEMENT PLUS AND DREYFUS GOVERNM
ENT CASH MANAGEMENT) _ Each Fund may lend securities from its portfolio to
brokers, dealers and other financial institutions needing to borrow
securities to complete certain transactions. Each Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 20% of the value of
the Fund's total assets, and the Fund will receive collateral consisting of
cash or U.S. Treasury securities which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by a Fund at any time upon specified
notice. Each Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
REVERSE REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT PLUS)_ The Fund may
enter into reverse repurchase agreements with banks, brokers or dealers.
Reverse repurchase agreements involve the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive interest
and principal payments on the security. The Fund will use the proceeds of
reverse repurchase agreements only to make investments which generally either
mature or have a demand feature to resell to the issuer at a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Fund repurchases the security,
at principal, plus accrued interest. As a result of these transactions, the
Fund is exposed to greater potential fluctuations in the value of its assets
and its net asset value per share. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased.
FORWARD COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEMP
T CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ Each of
these Funds may purchase Municipal Obligations and other securities on a
forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate receivable on a
forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty. A Fund will commit to purchase such
securities 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. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLU
S, DREYFUS GOVERNMENT CASH MANAGEMENT, DREYFUS TREASURY CASH MANAGEMENT, AND
DREYFUS TREASURY PRIME CASH MANAGEMENT) - Each of these Funds may invest in
U.S. Treasury securities which include Treasury Bills, Treasury Notes and
Treasury Bonds that 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.
U.S. GOVERNMENT SECURITIES (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT
PLUS, AND DREYFUS GOVERNMENT CASH MANAGEMENT) - Each of these Funds, in
addition to U.S. Treasury securities, may invest in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit
of the agency or instrumentality. These securities bear fixed, floating
or variable rates of interest. While the U.S. Government currently 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.
[Page 19]
REPURCHASE AGREEMENTS (DREYFUS CASH MANAGEMENT, DREYFUS CASH MANAGEMENT PLUS,
DREYFUS GOVERNMENT CASH MANAGEMENT, AND DREYFUS TREASURY CASH MANAGEMENT) -
Each of these Funds may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Repurchase
agreements could involve risks in the event of a default or insolvency of the
other party to the agreement, including possible delays or restrictions upon
the Fund's ability to dispose of the underlying securities.
BANK OBLIGATIONS (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Each Fund may purchase certificates of deposit, time deposits, bankers'
acceptances and other short-term obligations issued by domestic banks.
Dreyfus Cash Management also may purchase other short-term obligations issued
by London branches of domestic banks and other banking institutions. Dreyfus
Cash Management Plus also may purchase other short-term obligations issued
by foreign subsidiaries or foreign branches (such as London branches) of
domestic banks, domestic and foreign branches of foreign banks, domestic
savings and loan associations, and other banking institutions. With respect
to such securities issued by foreign subsidiaries or foreign branches of
domestic banks, and domestic and foreign branches of foreign banks, each Fund
may be subject to additional investment risks that are different in some
respects from those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers. See "Description of the Funds _ Investment
Considerations and Risks _ Bank Securities."
Certificates of deposit are negotiable certificates evidencing 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 (in no event longer than seven
days) at a stated interest rate.
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 the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations bearing fixed, floating or variable
interest rates.
COMMERCIAL PAPER (DREYFUS CASH MANAGEMENT AND DREYFUS CASH MANAGEMENT PLUS) _
Commercial paper consists of short-term, unsecured promissory notes issued
to finance short-term credit needs. The commercial paper purchased by the
Fund will consist only of direct obligations. The other corporate obligations
in which the Fund may invest consist of high quality, U.S. dollar denominated
short-term bonds and notes (including variable amount master demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS (DREYFUS CASH MANAGEMENT PLUS) _ The
Fund may purchase floating and variable rate demand notes and bonds, which
are 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, at
varying rates of interest, pursuant to direct arrangements between the Fund,
as lender, and the borrower. These obligations permit daily changes in the
amounts borrowed. 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 established secondary
market for these obligations, although they are redeemable at face value,
plus accrued interest. 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
interest on demand.
MUNICIPAL OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXE
MPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) -
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
[Page 20]
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.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFU
S TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)
_ Each of these Funds 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, at varying rates of interest, pursuant to
direct arrangements between the Fund, as lender, and the borrower. These
obligations permit daily changes in the amounts borrowed. Frequently, such
obligations are secured by letters of credit or other credit support
arrangements provided by banks. Changes in the credit quality of banks and
other financial institutions that provide such credit or liquidity
enhancements to the Fund's portfolio securities could cause losses to the
Fund and affect its share price. 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
established secondary market for these obligations, although they are
redeemable at face value plus accrued interest. 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 interest on demand. Each obligation purchased
by the Fund will meet the quality criteria established for the purchase of
Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DR
EYFUS TAX EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEME
NT) _ Each of these Funds 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,
it will be backed by an irrevocable letter of credit or guarantee of a bank
that the Fund's Board has determined meets prescribed quality standards for
banks, 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.
STAND-BY COMMITMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX EXEM
PT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ Each
of these Funds 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. These Funds will acquire stand-by commitments solely to
facilitate portfolio liquidity and neither Fund intends to exercise its
rights thereunder for trading purposes. These Funds 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.
TAXABLE INVESTMENTS (DREYFUS MUNICIPAL CASH MANAGEMENT PLUS, DREYFUS TAX
EXEMPT CASH MANAGEMENT, AND DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT) _ To
the extent set forth in this Prospectus, each of these Funds may invest in
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-1 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. See "Certain
Portfolio Securities" above and "Investment Objective and Management Policies
_ Portfolio Securities" in the Statement of Additional Information for more
[Page 21]
information on Taxable Investments. 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 and, with respect to
Dreyfus Tax Exempt Cash Management, Municipal Obligations the interest from
which gives rise to a preference item for the purpose of the alternative
minimum tax. If the Fund purchases Taxable Investments, it will value them
using the amortized cost method and comply with the provisions of Rule 2a-7
relating to purchases of taxable instruments. Under normal market conditions,
neither of these Funds anticipate that more than 5% of the value of its total
assets will be invested in any one category of Taxable Investments.
ILLIQUID SECURITIES _ Each Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, each
Fund is subject to a risk that should it desire to sell them when a ready
buyer is not available at a price the Fund deems representative of their
value, the value of such Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY A 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 22]
Copy Rights 1997 Dreyfus Service Corporation CMGT/p040197par
[Page 23]
DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
-COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
APRIL __, 1997
(FOR INSTITUTIONAL SHARES, ADMINISTRATIVE SHARES, INVESTOR SHARES AND
PARTICIPANT SHARES)
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus for
each class of shares of Dreyfus Cash Management, Dreyfus Cash Management
Plus, Inc., Dreyfus Government Cash Management, Dreyfus Treasury Cash
Management, Dreyfus Treasury Prime Cash Management, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management and Dreyfus New York
Municipal Cash Management (each, a "Fund" and collectively, the "Funds"),
each dated April __, 1997, as they may be revised from time to time. To
obtain a copy of the Prospectus for a class of shares of a Fund, please write
to a Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or,
in the case of institutional investors, call the following numbers:
Outside New York State -- Call Toll Free 1-800-346-3621
In New York State -- Call 1-718-895-1650
Individuals or entities for whom institutions may purchase or redeem
Fund shares may write to a Fund at the above address or call toll free 1-800-
554-4611 to obtain a copy of a Fund Prospectus.
The Dreyfus Corporation (the "Manager") serves as each Fund's investment
adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of each Fund's shares.
Each Fund is a separate entity with a separate portfolio. The
operations and investment results of one Fund are unrelated to those of each
other Fund. This combined Statement of Additional Information has been
provided for investors' convenience to provide investors the opportunity to
consider several investment choices in one document.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies B-3
Management of the Funds B-20
Management Agreements B-24
How to Buy Shares B-27
Service Plans B-28
Shareholder Services Plans B-31
How to Redeem Shares B-31
Determination of Net Asset Value B-33
Shareholder Services B-34
Dividends, Distributions and Taxes B-34
Portfolio Transactions B-35
Yield Information B-35
Information About the Funds B-38
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors B-39
Appendix A B-40
Appendix B B-42
Appendix C B-46
Appendix D B-58
Financial Statements and Reports of Independent Auditors B-63
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in conjunction
with the sections of each Fund Prospectus entitled "Description of the Funds"
and "Appendix."
Portfolio Securities
U.S. Government Securities. (Dreyfus Cash Management, Dreyfus Cash
Management Plus, and Dreyfus Government Cash Management) 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. Some obligations issued or guaranteed by
U.S. Government agencies and instrumentalities are supported by the full
faith and credit of the U.S. Treasury; others by the right of the issuer to
borrow from the U.S. Treasury; others by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or instrumentality;
and others 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.
Bank Securities. (Dreyfus Cash Management and Dreyfus Cash Management
Plus) 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 (in no event longer than seven
days) at a stated interest rate. 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.
Each Fund may invest in time deposits and certificates of deposit
("CDs") issued by domestic banks having total assets in excess of $1 billion
or by London branches of such domestic banks, and with respect to Dreyfus
Cash Management Plus, Inc. only, foreign subsidiaries or foreign branches of
domestic banks, domestic and foreign branches of foreign banks. Each Fund
also is authorized to purchase CDs issued by banks, savings and loan
associations and similar institutions with less than $1 billion in assets,
the deposits of which are insured by the Federal Deposit Insurance
Corporation ("FDIC"), provided the Fund purchases any such CD in a principal
amount of no more than $100,000, which amount would be fully insured by the
Bank Insurance Fund or the Savings Association Insurance Fund administered by
the FDIC. Interest payments on such a CD are not insured by the FDIC. The
Fund would not own more than one such CD per such issuer.
Domestic commercial banks organized under Federal law are supervised and
examined by the Comptroller of the Currency and are required to be members of
the Federal Reserve System and to have their deposits insured by the FDIC.
Domestic banks organized under state law are supervised and examined by state
banking authorities but are members of the Federal Reserve System only if
they elect to join. In addition, state banks whose CDs may be purchased by
the Fund are insured by the FDIC (although such insurance may not be of
material benefit to the Fund, depending on the principal amount of the CDs of
each bank held by the Fund) and are subject to Federal examination and to a
substantial body of Federal law and regulation. As a result of Federal and
state laws and regulations, domestic branches of domestic banks whose CDs may
be purchased by the Fund are, among other things, generally required to
maintain specified levels of reserves and are subject to other supervision
and regulation designed to promote financial soundness. However, not all of
such laws and regulations apply to the foreign branches of domestic banks.
CDs held by the Fund, other than those issued by banks with less than
one billion dollars in assets as described above, do not benefit materially,
and time deposits do not benefit at all, from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
FDIC.
Obligations of foreign branches of domestic banks, foreign subsidiaries
of domestic banks and domestic and foreign branches of foreign banks, such as
CDs and time deposits ("TDs"), may be general obligations of the parent banks
in addition to the issuing branch, or may be limited by the terms of a
specific obligation and governmental regulation. Such obligations are
subject to different risks than are those of domestic banks. These risks
include foreign economic and political developments, foreign governmental
restrictions that may adversely affect payment of principal and interest on
the obligations, foreign exchange controls and foreign withholding and other
taxes on interest income. Foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory requirements that apply
to domestic banks, such as mandatory reserve requirements, loan limitations,
and accounting, auditing and financial recordkeeping requirements. In
addition, less information may be publicly available about a foreign branch
of a domestic bank or about a foreign bank than about a domestic bank.
Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation or by Federal or state
regulation as well as governmental action in the country in which the foreign
bank has its head office. A domestic branch of a foreign bank with assets in
excess of $1 billion may or may not be subject to reserve requirements
imposed by the Federal Reserve System or by the state in which the branch is
located if the branch is licensed in that state.
In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches") may be
required to: (1) pledge to the regulator, by depositing assets with a
designated bank within the state, a certain percentage of their assets as
fixed from time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a specified percentage
of the aggregate amount of liabilities of the foreign bank payable at or
through all of its agencies or branches within the state. The deposits of
Federal and State Branches generally must be insured by the FDIC if such
branches take deposits of less than $100,000.
In view of the foregoing factors associated with the purchase of CDs and
TDs issued by foreign branches of domestic banks, by foreign subsidiaries of
domestic banks, by foreign branches of foreign banks or by domestic branches
of foreign banks, the Manager carefully evaluates such investments on a
case-by-case basis.
Repurchase Agreements. (Dreyfus Cash Management, Dreyfus Cash
Management Plus, Dreyfus Government Cash Management, and Dreyfus Treasury
Cash Management) In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. Each Fund's
custodian or sub-custodian will have custody of, and will hold in a
segregated account, securities acquired by such 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, each of these
Funds will enter into repurchase agreements only with domestic banks with
total assets in excess of $1 billion, or primary government securities
dealers reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which such 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. Repurchase agreements could
involve risks in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon a Fund's
ability to dispose of the underlying securities.
Municipal Obligations. (Dreyfus Municipal Cash Management Plus, Dreyfus
Tax Exempt Cash Management, and Dreyfus New York Municipal Cash Management)
The average distribution of investments (at value) in Municipal Obligations
by ratings for the twelve month period ended January 31, 1997, computed on a
monthly basis, were as follows:
<TABLE>
Percentage of Value
Dreyfus
Municipal
Fitch Investors Moody's Investors Standard & Poor's Cash Dreyfus Dreyfus New York
Service, L.P. Service, Inc. Ratings Group Management Tax Exempt Municipal
("Fitch") or ("Moody's") or ("S&P") Plus Cash Management Cash Management
<S> <C> <C> <C> <C> <C>
F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1, % % %
P-1 A-1+/A-1
F2 MIG 2 SP-2 % % %
AAA/AA Aaa/Aa AAA/AA % % %
Not Rated Not Rated Not Rated % % %*
____ ____ ____
100.0% 100% 100%
_______________________________
* Included in the Not Rated category are securities comprising 2.0%, __%
and __% of the market value of Dreyfus Municipal Cash Management Plus,
Dreyfus Tax
Exempt Cash Management, and Dreyfus New York Municipal Cash
Management, respectively, which, while not rated, have been determined by the
Manager to be comparable quality to securities in the VMIG 1/MIG 1 or
SP-1+/SP-1 rating categories.
</TABLE>
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, as amended (the "1940 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 management fee and the fees paid under each Fund's Service
Plan with respect to Administrative Shares, Investor Shares and Participant
Shares, 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. Each 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, of these Fund's will invest more than 10% of the value of its
net assets in lease obligations that are illiquid and in other illiquid
securities.
Ratings of Municipal Obligations. (Dreyfus Municipal Cash Management
Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus New York Municipal Cash
Management) If, subsequent to its purchase by a 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, each
Fund will attempt to use comparable ratings as standards for its investments
in accordance with the investment policies contained in the Funds' Combined
Prospectuses 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 (Dreyfus Municipal Cash Management Plus, Dreyfus Tax
Exempt Cash Management, and Dreyfus New York Municipal Cash Management) The
taxable investments in which these Funds may invest include U.S. Government
securities, commercial paper, certificates of deposit, time deposits, bankers
acceptances and repurchase agreements. Commercial paper consists of short-
term, unsecured promissory notes issued to finance short-term credit needs.
See also "U.S. Government Securities," "Bank Securities," and "Repurchase
Agreements" above. The bank obligations which may be purchased by these
Funds include those issued by other foreign branches of domestic banks in
addition to London branches.
Illiquid Securities. (All Funds) Where a substantial market of
qualified institutional buyers develops for certain restricted securities
purchased by a Fund pursuant to Rule 144A under the Securities Act of 1933,
as amended, such Fund intends to treat such securities as liquid securities
in accordance with procedures approved by the Fund's Board. Because it is
not possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, each Fund's Board has directed
the Manager to monitor carefully the Fund's investments in such securities
with particular regard to trading activity, availability of reliable price
information and other relevant information. To the extent that, for a period
of time, qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, a Fund's investing in such securities may
have the effect of increasing the level of illiquidity in the Fund's
portfolio during such period.
Management Policies
Lending Portfolio Securities. (Dreyfus Cash Management Plus and Dreyfus
Government Cash Management) In connection with its securities lending
practices, the Fund may return to the borrower or a third party which is
unaffiliated with the Fund, and which is acting as a "placing broker," a part
of the interest earned from the investment of collateral received for
securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value of
the securities rises above the level of such collateral; (3) the Fund must be
able to terminate the loan at any time; (4) the Fund must receive reasonable
interest on the loan, as well as any interest or other distributions payable
on the loaned securities, and any increase in market value; and (5) the Fund
may pay only reasonable custodian fees in connection with the loan.
Reverse Repurchase Agreements. (Dreyfus Cash Management Plus) To the
extent the Fund enters into a reverse repurchase agreement, the Fund will
maintain in a segregated custodial account permissible liquid assets at least
equal to the aggregate amount of its reverse repurchase obligations, plus
accrued interest, in certain cases, in accordance with releases promulgated
by the Securities and Exchange Commission. The Securities and Exchange
Commission views reverse repurchase transactions as collateralized borrowings
by the Fund, and pursuant to the 1940 Act, the Fund must maintain continuous
asset coverage (that is, total assets including borrowings, less liabilities
exclusive of borrowings) of 300% of the amount borrowed. If the required
coverage should decline as a result of market fluctuations or other reasons,
the Fund may be required to sell some of its portfolio securities within
three days to reduce the amount of its borrowings and restore the 300% asset
coverage, even though it may be disadvantageous from an investment standpoint
to sell securities at that time.
Forward Commitments. (Dreyfus Cash Management Plus, Dreyfus Municipal
Cash Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus New
York Municipal Cash Management) Municipal Obligations and other securities
purchased on a forward commitment or when-issued basis are subject to changes
in value (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. Securities purchased on
a when-issued basis may expose the Fund to risks because they may experience
such fluctuations prior to their actual delivery. Purchasing securities 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. Purchasing securities 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.
Investment Considerations and Risks
Investing in New York Municipal Obligations. (Dreyfus New York Municipal
Cash Management) Each investor should consider carefully the special risks
inherent in investing in New York Municipal Obligations by the Fund. These
risks result from the financial condition of New York State and certain of
its public bodies and municipalities, including New York City. Beginning in
early 1975, New York State, New York City and other State entities faced
serious financial difficulties which jeopardized the credit standing and
impaired the borrowing abilities of such entities and contributed to high
interest rates on, and lower market prices for, debt obligations issued by
them. A recurrence of such financial difficulties or a failure of certain
financial recovery programs could result in defaults or declines in the
market values of various New York Municipal Obligations in which the Fund may
invest. If there should be a default or other financial crisis relating to
New York State, New York City, a State or City agency, or a State
municipality, the market value and marketability of outstanding New York
Municipal Obligations in the Fund's portfolio and the interest income to the
Fund could be adversely affected. Moreover, the national recession and the
significant slowdown in the New York and regional economies in the early
1990s added substantial uncertainty to estimates of the State's tax revenues,
which, in part, caused the State to incur cash-basis operating deficits in
the General Fund and issue deficit notes during the fiscal periods 1989
through 1992. The State's financial operations have improved, however,
during recent fiscal years. For its fiscal periods 1993 through 1996, the
state recorded balanced budgets on a cash basis, with substantial fund
balances in the General Fund in fiscal 1992-93 and 1993-94 and smaller fund
balances in fiscal 1994-95 and 1995-96. After reflecting a 1993 year-end
deposit to the refund reserve account of $671 million, reported 1993 General
Fund receipts were $45 million higher than originally projected in April
1992. The State completed the 1994 and 1995 fiscal years with operating
surpluses of $914 million and $158 million, respectively. There can be no
assurance that New York will not face substantial potential budget gaps in
future years. For its fiscal periods 1993 through 1996, the State recorded
balanced budgets on a cash basis, with substantial fund balances in the
General Fund in fiscal 1992-93 and 1993-94, and small fund balances in fiscal
1994-95 and 1995-96. Investors should review "Appendix C" which more fully
sets forth these and other risk factors.
Investment Restrictions
Dreyfus Cash Management. Dreyfus Cash Management has adopted investment
restrictions numbered 1 through 11 as fundamental policies which cannot be
changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. Investment restrictions
numbered 12 and 13 are not fundamental policies and may be changed by vote of
a majority of the Fund's Board members at any time. Dreyfus Cash Management
may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 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. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus.
8. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of any other
issuer, except that up to 25% of the value of the Fund's total assets may be
invested without regard to any such limitations.
Notwithstanding the foregoing, to the extent required by the rules of
the Securities and Exchange Commission, the Fund will not invest more than 5%
of its assets in the obligations of any one bank.
9. Invest less than 25% of its assets in securities issued by banks or
invest more than 25% of its assets in the securities of issuers in any other
industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Notwithstanding the foregoing, for temporary defensive
purposes the Fund may invest less than 25% of its assets in bank obligations.
10. Invest in companies for the purpose of exercising control.
11. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
12. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be
so invested.
* * * *
Dreyfus Cash Management Plus, Inc. Dreyfus Cash Management Plus, Inc.
has adopted the investment restrictions numbered 1 through 11 as fundamental
policies, which cannot be changed without approval by the holders of a
majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. Investment restrictions numbered 12 and 13 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board members
at any time. Dreyfus Cash Management Plus, Inc. may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds, or industrial revenue bonds.
2. Borrow money, except (i) 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 and (ii) in connection with the entry into reverse
repurchase agreements to the extent described in the Fund's Prospectus.
While borrowings described in clause (i) exceed 5% of the value of the Fund's
total assets, the Fund will not make any additional investments.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others except through the purchase of debt
obligations referred to in the Prospectus and except that the Fund may lend
its portfolio securities in an amount not to exceed 33-1/3% of the value of
its total assets. Any loans of portfolio securities will be made according
to guidelines established by the Securities and Exchange Commission and the
Fund's Directors.
8. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of any other
issuer, except that up to 25% of the value of the Fund's total assets may be
invested without regard to any such limitations. Notwithstanding the
foregoing, to the extent required by the rules of the Securities and Exchange
Commission, the Fund will not invest more than 5% of its assets in the
obligations of any one bank.
9. Invest less than 25% of its total assets in securities issued by
banks or invest more than 25% in the securities of issuers in any other
industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Notwithstanding the foregoing, for temporary defensive
purposes the Fund may invest less than 25% of its assets in bank obligations.
10. Invest in companies for the purpose of exercising control.
11. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
12. Pledge, mortgage, hypothecate or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be
so invested.
* * * *
Dreyfus Government Cash Management. Dreyfus Government Cash Management
has adopted investment restrictions numbered 1 through 10 as fundamental
policies, which cannot be changed without approval by the holders of a
majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. Investment restrictions numbered 11 and 12 are not fundamental
policies and may be changed by a vote of a majority of the Fund's Board
members at any time. Dreyfus Government Cash Management may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 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. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus. However, the Fund may lend
securities to brokers, dealers or other institutional investors, but only
when the borrower deposits collateral consisting of cash or U.S. Treasury
securities with the Fund and agrees to maintain such collateral so that it
amounts at all times to at least 100% of the value of the securities loaned.
Such loans will not be made, if, as a result, the aggregate value of the
securities loaned exceeds 20% of the value of the Fund's total assets.
8. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such
limitation on investments in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
9. Invest in companies for the purpose of exercising control.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
* * * *
Dreyfus Treasury Cash Management. Dreyfus Treasury Cash Management has
adopted investment restrictions numbered 1 through 9 as fundamental policies,
which cannot be changed without approval by the holders of a majority (as
defined in the 1940 Act) of the Fund's outstanding voting shares. Investment
restrictions numbered 10 and 11 are not fundamental policies and may be
changed by vote of a majority of the Fund's Board members at any time.
Dreyfus Treasury Cash Management may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds.
2. Borrow money except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 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. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
6. Make loans to others except through the purchase of debt
obligations referred to in the prospectus.
7. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such
limitation on investments in obligations issued or guaranteed by the U.S.
Government.
8. Invest in companies for the purpose of exercising control.
9. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
10. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
11. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
* * * *
Dreyfus Treasury Prime Cash Management. Dreyfus Treasury Prime Cash
Management has adopted investment restrictions numbered 1 through 10 as
fundamental policies, which cannot be changed without approval by the holders
of a majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. Investment restrictions numbered 11 and 12 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board members
at any time. Dreyfus Treasury Prime Cash Management may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds.
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 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. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options or combinations thereof.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
7. Make loans to others except through the purchase of debt
obligations referred to in the Prospectus.
8. Invest more than 25% of its total assets in the securities of
issuers in any single industry, provided that there shall be no such
limitation on investments in obligations issued and guaranteed by the U.S.
Government.
9. Invest in companies for the purpose of exercising control.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be
so invested.
* * * *
Dreyfus Municipal Cash Management Plus. Dreyfus Municipal Cash
Management Plus has adopted investment restrictions numbered 1 through 10 as
fundamental policies, which cannot be changed without approval by the holders
of a majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. Investment restriction number 11 is not a fundamental policy and may
be changed by vote of a majority of the Fund's Board members at any time.
Dreyfus Municipal Cash Management Plus 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. 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.
7. 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.
8. 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.
9. Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no such
limitation on the purchase of Municipal Obligations and, for temporary
defensive purposes, obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be
so invested.
Notwithstanding investment restriction nos. 1, 3 and 6, 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.
* * * *
Dreyfus Tax Exempt Cash Management. Dreyfus Tax Exempt Cash Management
has adopted investment restrictions numbered 1 through 10 as fundamental
policies, which cannot be changed without approval by the holders of a
majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. Investment restrictions numbered 11 and 12 are not fundamental
policies and may be changed by vote of a majority of the Fund's Board members
at any time. Dreyfus Tax Exempt Cash Management 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. Sell securities short or purchase securities on margin.
4. 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.
5. 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.
6. 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.
7. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of any other
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
limitations. Notwithstanding the foregoing, to the extent required by the
rules of the Securities and Exchange Commission, the Fund will not invest
more than 5% of its assets in the obligations of any one bank, except that up
to 25% of the value of the Fund's total assets may be invested without regard
to such limitation.
8. 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, securities issued by banks and obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.
9. Purchase more than 10% of the voting securities of any issuer (this
restriction applies only with respect to 75% of the Fund's assets) or invest
in companies for the purpose of exercising control.
10. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
11. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings.
12. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
Notwithstanding investment restriction nos. 1, 5 and 11, 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. 8, 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."
* * * *
Dreyfus New York Municipal Cash Management. Dreyfus New York Municipal
Cash Management has adopted investment restrictions numbered 1 through 9 as
fundamental policies, which cannot be changed without approval by the holders
of a majority (as defined in the Investment Company Act of 1940, as amended
(the "1940 Act")) of the Fund's outstanding voting shares. Investment
restriction number 10 is not a fundamental policy and may be changed by vote
of a majority of the Fund's Board members at any time. Dreyfus New York
Municipal Cash Management 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. 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.
7. 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.
8. 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.
9. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
10. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if, in
the aggregate, more than 10% of the value of the Fund's net assets would be
so invested.
Notwithstanding investment restriction nos. 1, 3 and 6, 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.8, 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."
* * * *
All Funds. If a percentage restriction is adhered to at the time of
investment by a Fund, a later increase or decrease in percentage resulting
from a change in values or assets will not constitute a violation of that
Fund's restriction.
Each Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should a 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
Board members and officers of each Fund, together with information as to
their principal business occupations during at least the last five years, are
shown below. Each Board member who is deemed to be an "interested person" of
the Funds, as defined in the 1940 Act, is indicated by an asterisk.
Board Members of the Funds
JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of the
Board of various funds in the Dreyfus Family of Funds. He is also Chairman
of the Board of Noel Group, Inc., a venture capital company; and a director
of the Muscular Dystrophy Association, HealthPlan Services Corporation,
Belding Heminway Company, Inc., a manufacturer and marketer of industrial
threads, specialty yarns, home furnishings and fabric, Curtis Industries,
Inc., a national distribution of security products, chemicals, and
automotive and other hardware, and Staffing Resources, Inc. For more than
five years prior to January 1995, he was President, a director and, until
August 1994, Chief Operating Officer, of the Manager, and Executive Vice
President and a director of Dreyfus Service Corporation, a wholly-owned
subsidiary of the Manager and, until August 24, 1994, the Fund's
distributor. From August 1994 to December 31, 1994, he was a director of
Mellon Bank Corporation. He is 53 years old and his address is 200 Park
Avenue, 10th Floor, New York, New York 10166.
DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of Governors,
an independent board within the United States Information Agency, since
August 1995. From August 1994 through December 31, 1994, Mr. Burke was a
consultant to the Manager and, from October 1990 to August 1994, he was
Vice President and Chief Administrative Officer of the Manager. From 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. Mr. Burke is 60 years old and his
address is Box 654, Eastham, Massachusetts 02642.
ISABEL P. DUNST, Board Member. Partner in the law firm of Hogan & Hartson
since 1990. From 1986 to 1990, she was Deputy General Counsel of the
United States Department of Health and Human Services. Until May 1996,
she was a Trustee of the Clients' Security Fund of the District of
Columbia Bar and President of Temple Sinai. Ms. Dunst is 50 years old
and her address is c/o Hogan & Hartson, Columbia Square, 555 Thirteenth
Street, N.W., Washington, D.C. 20004-1109.
LYLE E. GRAMLEY, Board Member. Consulting economist, since June 1992, and,
from 1985 to May 1992, Senior Staff Vice President and Chief Economist,
of Mortgage Bankers Association of America. Since February 1993, Mr.
Gramley has served as a director of CWM Mortgage Holdings, Inc. and,
since February 1996, as a director of NUWave Technologies, Inc. From
1980 to 1985, he was a member of the Board of Governors of the Federal
Reserve System. Mr. Gramley is 70 years old and his address is 12901
Three Sisters Road, Potomac, Maryland 20854.
WARREN B. RUDMAN, Board Member. Since January 1993, Partner in the law firm
Paul, Weiss, Rifkind, Wharton & Garrison. Also, Mr. Rudman has served,
since October 1996, as a director of Prime Succession, Inc. Since May
1995, as a director of Collins & Aikman Corporation; since January 1993,
as a director of Chubb Corporation and the Raytheon Company; and since
1988, as a trustee of Boston College. He also has served, since January
1994, as Vice Chairman of the President's Foreign Intelligence Advisory
Board, 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. From January 1981 to January 1993, Mr. Rudman served as a
United States Senator from the State of New Hampshire. From January
1993 to December 1994, Mr. Rudman served as Vice Chairman of the Federal
Reserve Bank of Boston. Mr. Rudman is 66 years old and his address is
1615 L Street, N.W., Suite 1300, Washington D.C. 20036.
No shareholder meetings will be held for the purpose of electing Board
members unless and until such time as less than a majority of the Board
members holding office have been elected by shareholders, at which time the
Board members then in office will call a shareholders' meeting for the
election of Board members. Under the 1940 Act, shareholders of record of not
less than two-thirds of the outstanding shares of the Fund may remove a Board
member through a declaration in writing or by vote cast in person or by proxy
at a meeting called for that purpose. Board members are required to call a
meeting of shareholders for the purpose of voting upon the question of
removal of any such Board member when requested in writing to do so by the
shareholders of record of not less than 10% of the Fund's outstanding shares.
For so long as a Fund's plan described in the sections captioned
"Service Plans" or "Shareholder Services Plans" remains in effect, the Board
members of such Fund who are not "interested persons" of the Fund, as defined
in the 1940 Act, will be selected and nominated by the Board members who are
not "interested persons" of the Fund.
Board members of each Fund are entitled to receive an annual retainer
and a per meeting fee and reimbursement for their expenses. The Chairman of
the Board receives an additional 25% of such compensation. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amounts of
compensation payable to each Board member by each Fund for the twelve month
period ended January 31, 1997, and by all funds in the Dreyfus Family of
Funds for which such person is a Board member (the number of which is set
forth in parenthesis next to each Board member's total compensation) for the
year ended December 31, 1996, are set forth below.
Total Compensation
Aggregate from Funds and
Name of Board Compensation from Fund Complex paid
Member and Fund Fund(*)(+) to Board Member
Joseph S. DiMartino $
Dreyfus Cash Management $
Dreyfus Cash Management Plus, Inc. $
Dreyfus Government Cash Management $
Dreyfus Treasury Cash Management $
Dreyfus Treasury Prime Cash Management $
Dreyfus Municipal Cash Management Plus $
Dreyfus Tax Exempt Cash Management $
Dreyfus New York Municipal Cash Management $
David W. Burke $
Dreyfus Cash Management $
Dreyfus Cash Management Plus, Inc. $
Dreyfus Government Cash Management $
Dreyfus Treasury Cash Management $
Dreyfus Treasury Prime Cash Management $
Dreyfus Municipal Cash Management Plus $
Dreyfus Tax Exempt Cash Management $
Dreyfus New York Municipal Cash Management $
Isabel P. Dunst $
Dreyfus Cash Management $
Dreyfus Cash Management Plus, Inc. $
Dreyfus Government Cash Management $
Dreyfus Treasury Cash Management $
Dreyfus Treasury Prime Cash Management $
Dreyfus Municipal Cash Management Plus $
Dreyfus Tax Exempt Cash Management $
Dreyfus New York Municipal Cash Management $
Lyle E. Gramley $
Dreyfus Cash Management $
Dreyfus Cash Management Plus, Inc. $
Dreyfus Government Cash Management $
Dreyfus Treasury Cash Management $
Dreyfus Treasury Prime Cash Management $
Dreyfus Municipal Cash Management Plus $
Dreyfus Tax Exempt Cash Management $
Dreyfus New York Municipal Cash Management $
Warren B. Rudman $
Dreyfus Cash Management $
Dreyfus Cash Management Plus, Inc. $
Dreyfus Government Cash Management $
Dreyfus Treasury Cash Management $
Dreyfus Treasury Prime Cash Management $
Dreyfus Municipal Cash Management Plus $
Dreyfus Tax Exempt Cash Management $
Dreyfus New York Municipal Cash Management $
___________________________
(*) Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $___ with respect to Dreyfus Cash Management,
$_____ with respect to Dreyfus Cash Management Plus, and with respect to
Dreyfus Government Cash Management, $_____ with respect to Dreyfus Treasury
Cash Management, $_____ with respect to Dreyfus Treasury Prime Cash
Management, $_____ with respect to Dreyfus Municipal Cash Management Plus,
Dreyfus Tax Exempt Cash Management and Dreyfus New York Municipal Cash
Management.
(+) The aggregate compensation payable to each Board member by each Fund was
paid by the Manager. See "Management Agreements."
(1) Effective February 4, 1997, Mr. DiMartino was elected Board member and
Chairman of the Board. These figures reflect estimated amounts payable,
assuming Mr. DiMartino will attend all regular meetings of the Boards in the
1997 fiscal year.
(2) Reflects amounts paid for the calendar year 1996 for all funds in the
Dreyfus Family of Funds for which Mr. DiMartino serves as a Board member.
Officers of the Funds
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer and a director of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc. Prior to December 1991, she served as
Vice President and Controller, and later as Senior Vice President, of
The Boston Company Advisors, Inc. She is 39 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President and
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992 to
July 1994, he served as Counsel for The Boston Company Advisors, Inc.
He is 32 years old.
ELIZABETH KEELEY, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 27 years old.
MARK A. KARPE, Vice President and Assistant Secretary. Senior Paralegal of
the Distributor and an officer of other investment companies advised or
administered by the Manager. From August 1993 to May 1996, he attended
Hofstra University School of Law. Prior to August 1993, he was employed
as an Associate Examiner at the National Association of Securities
Dealers, Inc. He is 27 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Supervisor of
Treasury Services and Administration of Funds Distributor, Inc. and an
officer of other investment companies advised or administered by the
Manager. From April 1993 to January 1995, he was a Senior Fund
Accountant for Investors Bank & Trust Company. From December 1991 to
March 1993, he was employed as a Fund Accountant at The Boston Company,
Inc. He is 27 years old.
RICHARD W. INGRAM, Vice President and Assistant Treasurer. Senior Vice
President and Director of Client Services and Treasury Operations of
Funds Distributor, Inc. and an officer of other investment companies
advised or administered by the Manager. From March 1994 to November
1995, he was Vice President and Division Manager for First Data Investor
Services Group. From 1989 to 1994, he was Vice President, Assistant
Treasurer and Tax Director of Mutual Funds of The Boston Company, Inc.
He is 40 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President and
Manager of Treasury Services and Administration of Funds Distributor,
Inc. and an officer of other investment companies advised or
administered by the Manager. From September 1989 to July 1994, she was
an Assistant Vice President and Client Manager for The Boston Company,
Inc. She is 32 years old.
MICHAEL S. PETRUCELLI, Vice President and Assistant Treasurer. Director of
Strategic Client Initiatives for Funds Distributor, Inc. From December,
1989 through November, 1996 he was employed with GE Investments where he
held various financial, business development and compliance positions.
He is 35 years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Treasurer and
Chief Financial Officer of the Distributor and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 34 years old.
The address of each officer of the Funds is 200 Park Avenue, New York,
New York 10166.
Each Fund's Board members and officers, as a group, owned less than 1%
of the Fund's shares outstanding on February 21, 1997.
Set forth in Appendix D to this Statement of Additional Information are
the shareholders known by each Fund (as indicated) to own of record 5% or
more of such Fund's Institutional Shares, Administrative Shares, Investor
Shares and Participant Shares outstanding on February 21, 1997.
A shareholder who beneficially owns, directly or indirectly, more than
25% of the Fund's voting securities may be deemed a "control person" (as
defined in the 1940 Act of the Fund.
MANAGEMENT AGREEMENTS
The following information supplements and should be read in conjunction
with the section in each Fund Prospectus entitled "Management of the Funds."
The Manager provides management services pursuant to separate Management
Agreements (respectively, the "Agreement") dated August 24, 1994 with each
Fund. As to each Fund, the Agreement is subject to annual approval by (i)
such Fund's Board or (ii) vote of a majority (as defined in the 1940 Act) of
such Fund's outstanding voting securities of the Fund, provided that in
either event the continuance also is approved by a majority of the Fund's
Board members who are not "interested persons" (as defined in the 1940 Act)
of the Fund or the Manager, by vote cast in person at a meeting called for
the purpose of voting on such approval. Each Agreement was approved by
shareholders on August 5, 1994, and was last approved by each Fund's Board,
including a majority of the Board members who are not "interested persons" of
any party to the Agreement, at a meeting held on May 22, 1996. As to each
Fund, the Agreement is terminable without penalty, on not more than 60 days'
notice, by the Fund's Board or by vote of the holders of a majority of such
Fund's shares, or, on not less than 90 days' notice, by the Manager. Each
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).
The following persons are officers and/or directors of the Manager: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, Chief Operating Officer and a director; Stephen E. Canter,
Vice Chairman, Chief Investment Officer and a director; Lawrence S. Kash,
Vice Chairman--Distribution and a director; William T. Sandalls, Jr., Senior
Vice President and Chief Financial Officer; William F. Glavin, Jr., Vice
President--Corporate Development; Mark N. Jacobs, Vice President, General
Counsel and Secretary; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources; Jeffrey N.
Nachman, Vice President--Mutual Fund Accounting; Andrew S. Wasser, Vice
President--Information Systems; Elvira Oslapas, Assistant Secretary; and
Mandell L. Berman, Frank V. Cahouet, and Burton C. Borgelt, directors.
The Manager manages each Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Fund's
Board. The Manager is responsible for investment decisions, and provides
each Fund with portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The portfolio managers of Dreyfus Cash
Management, Dreyfus Cash Management Plus, Dreyfus Government Cash Management,
Dreyfus Treasury Cash Management, and Dreyfus Treasury Prime Cash Management
(collectively, the "Taxable Funds") are Robert P. Fort, Jr., Bernard Kiernan,
Patricia A. Larkin, and Thomas Riordan. The portfolio managers of Dreyfus
Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management, and
Dreyfus New York Municipal Cash Management (collectively, the "Tax Exempt
Funds") are Joseph P. Darcy, A. Paul Disdier, Douglas J. Gaylor, Karen M.
Hand, Stephen C. Kris, Richard J. Moynihan, Jill C. Shaffro, Samuel J.
Weinstock, and Monica S. Weiboldt. The Manager also maintains a research
department with a professional staff of portfolio managers and securities
analysts who provide research services for each Fund as well as for other
funds advised by the Manager. All purchases and sales are reported for the
Board's review at the meeting subsequent to such transactions.
The Manager maintains office facilities on behalf of each Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
As compensation for the Manager's services under the Agreement, each
Fund has agreed to pay the Manager a monthly management fee at the annual
rate of .20 of 1% of the value of such Fund's average daily net assets. All
fees and expenses are accrued daily and deducted before declaration of
dividends to investors. Set forth below are the total amounts paid by each
Fund to the Manager for each Fund's last three fiscal years, and with respect
to Dreyfus Cash Management Plus()1, Dreyfus Treasury Cash Management(1),
Dreyfus Treasury Prime Cash Management()2, Dreyfus Municipal Cash
Management(2) and Dreyfus New York Municipal Cash Management(1), the fiscal
period ended January 31, 1997:
Fiscal Year Ended January 31,
1997 1996 1995
Dreyfus Cash Management $ $5,179,993 $4,607,084
Dreyfus Government Cash
Management $ $8,865,414 $6,672,265
Dreyfus Tax Exempt Cash
Management $ $2,960,202 $2,972,503
Four month
Fiscal
Period ended Fiscal Year Ended September 30
January 31, 1997 1996 1995 1994
Dreyfus Cash Management
Plus, Inc. $ $11,722,426 $8,013,464 $5,287,681*
* Reflects a reduction in the management fee of $4,898,028 in fiscal 1994,
pursuant to an undertaking then in effect.
Eleven month
Fiscal
Period ended Fiscal Year Ended February 28/29
January 31, 1997 1996 1995 1994
Dreyfus Treasury Prime
Cash Management $ $6,907,593 $7,620,458 $8,802,507*
* Reflects a reduction in the management fee of $ 893,875 in fiscal 1994,
pursuant to an undertaking then in effect.
Six month
Fiscal
Period ended Fiscal Year Ended July 31
January 31, 1997 1996 1995 1994
Dreyfus Treasury Cash
Management $ $5,232,465 $3,914,096 $4,804,128*
Dreyfus New York
Municipal Cash
Management $ $210,603 $217,769 $261,339*
* Reflects reductions in the management fees in fiscal 1994 of $4,599,547
with respect to Dreyfus Treasury Cash Management, and $192,934 with
respect to Dreyfus New York Municipal Cash Management, pursuant to
undertakings then in effect.
One month fiscal
Period ended Fiscal Year Ended December 31
January 31, 1997 1996 1995 1994
Dreyfus Municipal Cash
Management Plus $ $459,763 $461,349 $617,875
(1) Effectively February 1, 1997, the fiscal year end of Dreyfus Cash
Management Plus, Dreyfus Treasury Cash Management, and Dreyfus New York
Municipal Cash Management changed from September 30, July 31 and July
31, respectively, to January 31.
(2) On September 11, 1996 the Board of Dreyfus Treasury Prime Cash
Management approved changing the Fund's fiscal year end from February
28/29 to January 31. Also on September 11, 1996, the Board of Dreyfus
Municipal Cash Management Plus approved changing the fund's fiscal year
end from December 31 to January 31, effective January 1, 1997.
As to each Fund, 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 all expenses of the Fund (exclusive of taxes, brokerage, interest
on borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses) other than the following
expenses, which will be borne by the Fund: (i) the management fee payable
monthly at the annual rate of .20 of 1% of the value of the Fund's average
daily net assets and (ii) as to Administrative Shares, Investor Shares and
Participant Shares, payments made pursuant to the Fund's Service Plan with
respect to such class of shares at the annual rate set forth in such Service
Plan. See "Service Plans."
In addition, each 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 1 1/2% of the value of the Fund's average net assets for the
fiscal year, the Fund may deduct from the payment to be made to the Manager
under the Agreement, or the Manager will bear, such excess expense. Such
deduction or payment, if any, will be estimated on a daily basis, and
reconciled and effected or paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
HOW TO BUY SHARES
The following information supplements and should be read in conjunction
with the section in each Fund Prospectus entitled "How to Buy Shares."
The Distributor. The Distributor serves as each Fund's distributor on a
best efforts basis 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. In some states,
certain financial institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.
Using Federal Funds. Dreyfus Transfer, Inc., each 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 an 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 Fund's Custodian or,
with respect to the Taxable Funds only, the Sub-Custodian. An order for the
purchase of shares placed by an investor with a sufficient Federal Funds or
cash balance in its 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 Fund's Custodian or, with respect
to the Taxable Funds only, the Sub-Custodian.
SERVICE PLANS
(ADMINISTRATIVE SHARES, INVESTOR SHARES AND
PARTICIPANT SHARES ONLY)
The following information supplements and should be read in conjunction
with the section in the relevant Fund Prospectus for Administrative Shares,
Investor Shares or Participant Shares (as applicable) entitled "Service
Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange
Commission under the 1940 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. Each Fund's Board has adopted
a separate plan (the "Service Plan") with respect to such Fund's
Administrative Shares, Investor Shares and Participant Shares pursuant to
which the Fund reimburses the Distributor for distributing such classes of
shares and pays the Manager, Dreyfus Service Corporation, a wholly-owned
subsidiary of the Manager, and any affiliate of either of them (collectively,
"Dreyfus") for advertising and marketing and for providing certain services
to shareholders of the respective class of shares. Under the Service Plan,
as to each relevant class, the Distributor and Dreyfus may make payments to
certain financial institutions, securities dealers and other financial
industry professionals (collectively, "Service Agents") in respect to these
services. Each Fund's Board believes that there is a reasonable likelihood
that the Fund's Service Plan will benefit the Fund and the holders of such
Fund's Administrative Shares, Investor Shares and Participant Shares.
A quarterly report of the amounts expended under each Service Plan, and
the purposes for which such expenditures were incurred, must be made to the
respective Board for its review. In addition, each Service Plan provides
that it may not be amended to increase materially the costs which holders of
Administrative Shares, Investor Shares, or Participant Shares may bear
pursuant to the Service Plan without the approval of the holders of such
class of shares and that other material amendments of the Service Plan must
be approved by the Fund's Board, and by the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Fund and have no
direct or indirect financial interest in the operation of the Service Plan or
in any agreements entered into in connection with the Service Plan, by vote
cast in person at a meeting called for the purpose of considering such
amendments. Each Fund's Service Plan is subject to annual approval by such
vote of its Board members cast in person at a meeting called for the purpose
of voting on the Service Plan. Each Service Plan was last so approved by the
Board members of each Fund at a meeting held on May 22, 1996. Each Service
Plan may be terminated at any time as to a class of shares by vote of a
majority of the Board members 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 such class of shares.
Set forth below are the total amounts paid by each Fund pursuant to its
Service Plan to (i) the Distributor as reimbursement for distributing
Administrative Shares, Investor Shares, and Participant Shares ("Distributor
Payments") and (ii) Dreyfus for advertising and marketing and for providing
services to holders of such classes of shares ("Dreyfus Payments"), for the
Fund's most recent fiscal year and. with respect to Dreyfus Cash Management
Plus, Dreyfus Treasury Cash Management, Dreyfus Treasury Prime Cash
Management, Dreyfus Municipal Cash Management Plus, and Dreyfus New York
Municipal Cash Management for the fiscal period ended January 31, 1997, are
as follows:
<TABLE>
Total Amount
Paid Pursuant
Name of Fund Service Plan Distributor Payments Dreyfus Payments
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
January 31, 1997 January 31, 1996 January 31, 1995
<S> <C> <C> <C>
Dreyfus Cash
Management
Administrative Shares $ $ $
Investor Shares $ $ $
Participant Shares $ $ $
Dreyfus Government
Cash Management
Administrative Shares $ $ $
Investor Shares $ $ $
Participant Shares $ $ $
Dreyfus Tax Exempt
Cash Management
Administrative Shares $ $ $
Investor Shares $ $ $
Participant Shares $ $ $
</TABLE>
<TABLE>
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, September 30, January 31, September 30, January 31, September 30,
1997 1996 1997 1996 1997 1996
<S> <C> <C> <C> <C> <C> <C>
Dreyfus Cash
Management Plus, Inc.
Administrative Shares $ N/A $ N/A $ N/A
Investor Shares $ $1,234,656 $ $1,197,260 $ $37,396
Participant Shares $ N/A $ N/A $ N/A
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, February 29, January 31, February 29, January 31, February 29,
1997 1996 1997 1996 1997 1996
Dreyfus Treasury Prime
Cash Management
Administrative Shares $ N/A $ N/A $ N/A
Investor Shares $ $537,771 $ $534,909 $ $2,862
Participant Shares $ N/A $ N/A $ N/A
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, July 31, January 31, July 31, January 31, July 31,
1997 1996(1) 1997 1996(1) 1997 1996(1)
Dreyfus Treasury
Cash Management
Administrative Shares $ N/A $ N/A $ N/A
Investor Shares $ $354,981 $ $211,182 $ $143,799
Participant Shares $ N/A $ N/A $ N/A
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Period Year Period Year Period Year
Ended Ended Ended Ended Ended Ended
January 31, July 31, January 31, July 31, January 31, July 31,
1997 1996 1997 1996 1997 1996
Dreyfus New York
Municipal Cash
Management
Administrative Shares $ N/A $ N/A $ N/A
Investor Shares $ $21,087 $ $21,029 $ $58
Participant Shares $ N/A $ N/A $ N/A
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Period Year Period Year Period Period
Ended Ended Ended Ended Ended Ended
January 31, December 31, January 31, December 31, January 31, December 31,
1997 1996 1997 1996 1997 1996
Dreyfus Municipal
Cash Management Plus
Administrative Shares $ $0 $ $0 $ $0
Investor Shares $ $115,500 $ $115,500 $ $0
Participant Shares $ $0 $ $0 $ $0
</TABLE>
SHAREHOLDER SERVICES PLANS
(INSTITUTIONAL SHARES ONLY)
The following information supplements and should be read in conjunction
with the section in the relevant Fund Prospectus entitled "Shareholder
Services Plan."
Each Fund, as to its Institutional Shares only, has adopted a
Shareholder Services Plan (the "Plan") pursuant to which the Fund has agreed
to reimburse Dreyfus Service Corporation for certain allocated expenses of
providing personal services and/or maintaining 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.
A quarterly report of the amounts expended under each Plan and the
purposes for which such expenditures were incurred, must be made to the
respective Board for its review. In addition, each Plan provides that
material amendments of the Plan must be approved by the Fund's Board, and by
the Board members who are not "interested persons" (as defined in the 1940
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. Each Plan is subject
to annual approval by such vote of the Board members of such Fund cast in
person at a meeting called for the purpose of voting on the Plan. Each Plan
was last so approved by the Board members at a meeting held on May 22, 1996.
Each Plan is terminable at any time by vote of a majority of the Board
members who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Plan.
The total amounts payable by each Fund pursuant to its Plan with respect
to Institutional Shares for its most recent fiscal year were borne by the
Manager pursuant to an agreement in effect. See "Management Agreements."
HOW TO REDEEM SHARES
The following information supplements and should be read in conjunction
with the section in each Fund Prospectus entitled "How to Redeem 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, each Fund will initiate payment
for shares redeemed pursuant to this procedure on the same business day if
the redemption request is received in proper form by 8:00 p.m., New York
time; on such day, otherwise the Fund will initiate payment on the next
business day. Redemption proceeds will be transferred by Federal Reserve wire
only to a bank that is a member of the Federal Reserve System.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmission:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at 1-800-654-
7171, toll free. Investors should advise the operator that the above
transmittal code must be used and should also inform the operator of the
Transfer Agent's answer back sign.
Redemption Commitment. Each Fund has committed to pay in cash all
redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of the Fund's
net assets at the beginning of such period. Such commitment is irrevocable
without the prior approval of the Securities and Exchange Commission. In the
case of requests for redemption in excess of such amount, the Board reserves
the right to make payments in whole or in part in securities (which may
include non-marketable 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 might be
incurred.
Suspension of Redemptions. The right of redemption may be suspended or
the date of payment postponed with respect to any Fund (a) during any period
when the New York Stock Exchange is closed (other than customary weekend and
holiday closings), (b) when trading in the markets the Fund ordinarily
utilizes is restricted, or when an emergency exists as determined by the
Securities and Exchange Commission so that disposal of the Fund's investments
or determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order may
permit to protect the Fund's investors.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction
with the section in each Fund Prospectus entitled "How to Buy Shares."
Amortized Cost Pricing. The valuation of each 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.
Each Fund's Board 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 Fund's Board, at such intervals as it deems
appropriate, to determine whether the Fund's net asset value calculated by
using available market quotations or market equivalents deviates from $1.00
per share based on amortized cost. In such review, investments for which
market quotations are readily available will be valued at the most recent bid
price or yield equivalent for such securities or for securities of comparable
maturity, quality and type, as obtained from one or more of the major market
makers for the securities to be valued. Other investments and assets, to the
extent a Fund is permitted to invest in such instruments, will be valued at
fair value as determined in good faith by the Fund's Board. With respect to
the Tax Exempt Funds, market quotations and market equivalents used in the
Board's review are obtained from an independent pricing service (the
"Service") approved by the Board. The Service values these Funds'
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 per share
based upon available market quotations or market equivalents and $1.00 per
share based on amortized cost will be examined by the Fund's Board. If such
deviation exceeds 1/2 of 1%, the Fund's Board will consider promptly what
action, if any, will be initiated. In the event the Fund's Board determines
that a deviation exists which may result in material dilution or other unfair
results to investors or existing shareholders, it has agreed to take such
corrective action as it regards as necessary and appropriate including:
selling portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity; withholding dividends or
paying distributions from capital or capital gains; redeeming shares in kind;
or establishing a net asset value per share by using available market
quotations or market equivalents.
New York Stock Exchange and Transfer Agent Closings. The holidays (as
observed) on which both the New York Stock Exchange and the Transfer Agent
are closed currently are: New Year's Day, Presidents' Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. The New York Stock
Exchange is also closed on Good Friday.
SHAREHOLDER SERVICES
The following information supplements and should be read in conjunction
with the section in each Fund Prospectus entitled "Shareholder Services."
Fund Exchanges. Shares of one class of a Fund may be exchanged for
shares of the same class of another Fund or of Dreyfus Institutional Short
Term Treasury Fund (which offers Institutional Shares and Investor Shares
only). To request an exchange, exchange instructions must be given in
writing or by telephone. By using the Telephone Exchange Privilege, the
investor authorizes the Transfer Agent 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 Transfer Agent 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.
An investor who wishes to redeem shares of one class of shares and
purchase shares of another class of shares of a fund identified above should
contact Dreyfus Institutional Services Division by calling one of the
telephone numbers listed on the cover page of this Statement of Additional
Information, and should obtain a prospectus for the relevant share class
which the investor wishes to purchase.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of one class of a
Fund, shares of the same class of another Fund or of Dreyfus Institutional
Short Term Treasury Fund (which offers Institutional Shares and Investor
Shares only). 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.
Fund Exchanges and the 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 availability of Fund Exchanges or the 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 each Fund 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.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the issuer
or from an underwriter or a market maker for the securities. Usually no
brokerage commissions are paid by any Fund for such purchases. Purchases
from underwriters of portfolio securities include a concession paid by the
issuer to the underwriter and the purchase price paid to, and sales price
received from, market makers for the securities may include the spread
between the bid and asked price. No brokerage commissions have been paid by
any Fund to date.
Transactions are allocated to various dealers by the portfolio managers
of a Fund 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 a 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 each 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.
YIELD INFORMATION
The following information supplements and should be read in conjunction
with the section in each Fund Prospectus entitled "Yield Information."
No yield information is provided with respect each Fund's Administrative
Shares and Participant Shares as such classes of shares had not been offered
as of to the date of the financial statements incorporated by reference into
this Statement of Additional Information.
For the seven-day period ended January 31, 1997, the yield and effective
yield for Institutional Shares, Administrative Shares, Investor Shares and
Participant Shares of each Fund were as follows:
Name of Fund and Class Yield Effective
Yield
Dreyfus Cash Management
Institutional Shares 5.30% 5.44%
Administrative Shares 5.20% 5.34%
Investor Shares 5.04% 5.17%
Participant Shares 4.90% 5.04%
Dreyfus Cash Management Plus, Inc.
Institutional Shares 5.34% 5.48%
Administrative Shares 5.24% 5.38%
Investor Shares 5.09% 5.22%
Participant Shares 4.94% 5.08%
Dreyfus Government Cash Management
Institutional Shares 5.29% 5.43%
Administrative Shares 5.19% 5.33%
Investor Shares 5.03% 5.16%
Participant Shares 4.89% 5.03%
Dreyfus Treasury Cash Management
Institutional Shares 5.13% 5.26%
Administrative Shares 5.03% 5.16%
Investor Shares 4.89% 5.01%
Participant Shares 4.73% 4.86%
Dreyfus Treasury Prime Cash Management
Institutional Shares 5.05% 5.18%
Administrative Shares 4.95% 5.08%
Investor Shares 4.81% 4.93%
Participant Shares 4.65% 4.78%
Dreyfus Municipal Cash Management Plus
Institutional Shares 3.43% 3.49%
Administrative Shares 3.33% 3.38%
Investor Shares 3.18% 3.23%
Participant Shares 3.03% 3.08%
Dreyfus Tax Exempt Cash Management
Institutional Shares 3.36% 3.42%
Administrative Shares 3.26% 3.31%
Investor Shares 3.11% 3.16%
Participant Shares 2.96% 3.00%
Dreyfus New York Municipal Cash Management
Institutional Shares 3.36% 3.42%
Administrative Shares 3.26% 3.31%
Investor Shares 3.11% 3.16%
Participant Shares 2.96% 3.00%
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 shareholder accounts, 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. Both yield figures take into account any
applicable distribution and service fees. As a result, at any given time,
the performance of Administrative Shares, Investor Shares and Participant
Shares should be expected to be lower than that of Institutional Shares, the
performance of Investor Shares and Participant Shares should be expected to
be lower than that of Administrative Shares and the performance of
Participant Shares should be expected to be lower than that of Investor
Shares.
As to the Tax Exempt Funds, 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. Based
upon a 1996 Federal income tax rate of 39.60%, the 7-day tax equivalent yield
for the period ended January 31, 1997 for Institutional Shares,
Administrative Shares, Investor Shares and Participant Shares of each Tax
Exempt Fund was as follows:
Fund 7-Day Tax Equivalent Yield
Dreyfus Municipal Cash Management
Institutional Shares 5.68%
Administrative Shares 5.51%
Investor Shares 5.26%
Participant Shares 5.02%
Dreyfus Tax Exempt Cash Management
Institutional Shares 5.56%
Administrative Shares 5.40%
Investor Shares 5.15%
Participant Shares 4.90%
Dreyfus New York Municipal Cash Management
Institutional Shares 6.23%
Administrative Shares 6.05%
Investor Shares 5.77%
Participant Shares 5.49%
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.
From time to time, each Tax Exempt 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.
Yields will fluctuate and are not necessarily representative of future
results. The 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 a Fund's price per share is determined.
From time to time, advertising materials for a 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 a 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 FUNDS
The following information supplements and should be read in conjunction
with the section in each Fund 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.
Each 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.
Each Fund is a member of the Dreyfus Family of Cash Management Funds
which are designed to meet the needs of an array of institutional investors.
As of February 18, 1997, the total net assets of all of the funds composing
the Dreyfus Family of Cash Management Funds, amounted to approximately $28
billion.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is each Fund's transfer and
dividend disbursing agent. Under a separate Transfer Agency Agreement with
each Fund, the Transfer Agent arranges for the maintenance of shareholder
account records for the Fund, the handling of certain communications between
shareholders and the Fund and the payment of dividends and distributions
payable by the Fund. For these services, the Transfer Agent receives a
monthly fee computed on the basis of the number of shareholder accounts it
maintains for the Fund during the month, and is reimbursed for certain out-of-
pocket expenses. The fees payable to the Transfer Agent by each Fund are
borne directly by the Manager pursuant to an agreement in effect. See
"Management Agreements."
The Bank of New York, 90 Washington Street, New York, New York 10286, is
each Fund's custodian.
Wells Fargo Bank, N.A., 707 Wilshire Boulevard, Los Angeles, California
90017, serves as sub-custodian for the investments of the Taxable Funds.
Dreyfus Transfer, Inc., The Bank of New York, and Wells Fargo Bank, N.A.
have no part in determining the investment policies of a Fund or which
portfolio securities are to be purchased or sold by a Fund.
Stroock & Stroock & Lavan, 180 Maiden Lane, New York 10038-4925, as
counsel for each Fund, has rendered its opinion as to certain legal matters
regarding the due authorization and valid issuance of the shares being sold
pursuant to each Fund Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of each Fund.
APPENDIX A
(DREYFUS CASH MANAGEMENT
AND
DREYFUS CASH MANAGEMENT PLUS, INC.)
Descriptions of the highest commercial paper, bond and other short- and
long-term rating categories assigned by Standard & Poor's Ratings Group
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch Investors
Service, L.P. ("Fitch"), Duff & Phelps Credit Rating Co. ("Duff"), IBCA
Limited and IBCA Inc. ("IBCA") and Thomson BankWatch, Inc. ("BankWatch").
Commercial Paper Ratings and Short-Term Ratings
The designation A-1 by S&P 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.
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.
The rating Fitch-1 (Highest Grade) is the highest commercial paper
rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment.
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of timely
payment with excellent liquidity factors which are supported by ample asset
protection. Risk factors are minor.
The designation A1 by IBCA indicates that the obligation is supported by
a very strong capacity for timely repayment. Those obligations rated A1+ are
supported by the highest capacity for timely repayment.
The rating TBW-1 is the highest short-term obligation rating assigned by
BankWatch. Obligations rated TBW-1 are regarded as having the strongest
capacity for timely repayment.
In addition to ratings of short-term obligations, BankWatch assigns a
rating to each issuer it rates, in gradations of A through F. BankWatch
examines all segments of the organization including, where applicable, the
holding company, member banks or associations, and other subsidiaries. In
those instances where financial disclosure is incomplete or untimely, a
qualified rating (qr) is assigned to the institution. BankWatch also
assigns, in the case of foreign banks, a country rating which represents an
assessment of the overall political and economic stability of the country in
which that bank is domiciled.
Bond Ratings and Long-Term Ratings
Bonds rated AAA are considered by S&P to be the highest grade obligation
and possess an extremely strong capacity to pay principal and interest.
Bonds rated Aaa are judged by Moody's to be of the best quality. Bonds
rated Aa by Moody's are judged by Moody's to be of high quality by all
standards and, together with the Aaa group, they comprise what are generally
known as high-grade bonds.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade,
broadly marketable and suitable for investment by trustees and fiduciary
institutions and liable to but slight market fluctuation other than through
changes in the money rate. The prime feature of an AAA bond is a showing of
earnings several times or many times interest requirements, with such
stability of applicable earnings that safety is beyond reasonable question
whatever changes occur in conditions.
Bonds rated AAA by Duff are considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than U.S.
Treasury debt.
Obligations rated AAA by IBCA have the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is
substantial, such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk significantly.
IBCA also assigns a rating to certain international and U.S. banks. An
IBCA bank rating represents IBCA's current assessment of the strength of the
bank and whether such bank would receive support should it experience
difficulties. In its assessment of a bank, IBCA uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, IBCA assigns
banks Long and Short-Term Ratings as used in the corporate ratings discussed
above. Legal Ratings, which range in gradation from 1 through 5, address the
question of whether the bank would receive support provided by central banks
or the bank's shareholders if it experienced difficulties, and such ratings
are considered by IBCA to be a prime factor in its assessment of credit risk.
Individual Ratings, which range in gradations from A through E, represent
IBCA's assessment of a bank's economic merits and address the question of how
the bank would be viewed if it were entirely independent and could not rely
on support from state authorities or its owners.
APPENDIX B
(DREYFUS MUNICIPAL CASH MANAGEMENT PLUS,
DREYFUS TAX EXEMPT CASH MANAGEMENT
AND
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)
Description of certain 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. Generally, Moody's provides either a generic rating or a
rating with a numerical modifier of 1 for bonds in each of the generic rating
categories Aa, A, Baa, Ba and B. Moody's also provides numerical modifiers of
2 and 3 in each of these categories for bond issues in health care, higher
education and other not-for-profit sectors; the modifier 1 indicates that the
issue ranks in the higher end of its generic rating category; the modifier 2
indicates that the issue is in the mid-range of the generic category; and the
modifier 3 indicates that the issue is in the low end of the generic
category.
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.
APPENDIX C
(DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT)
RISK FACTORS--INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS
The financial condition of New York State (the "State") and certain of
its public bodies (the "Agencies") and municipalities, particularly New York
City (the "City"), could affect the market values and marketability of New
York Municipal Obligations which may be held by the Fund. The following
information constitutes only a brief summary, does not purport to be a
complete description, and is based on information drawn from official
statements relating to securities offerings of the State, the City and the
Municipal Assistance Corporation for the City of New York ("MAC") available
as of the date of this Statement of Additional Information. While the Fund
has not independently verified such information, it has no reason to believe
that such information is not correct in all material respects.
A national recession commenced in mid-1990. The downturn continued
through the remainder of the 1990-91 fiscal year, and was followed by a
period of weak economic growth during the remainder of the 1991 calendar
year. For the calendar year 1992, the national economy continued to recover,
although at a rate below all post-war recoveries. The recession was more
severe in the State than in other parts of the nation, owing to a significant
retrenchment in the financial services industry, cutbacks in defense
spending, and an overbuilt real estate market. The State economy remained in
recession until 1993, when employment growth resumed. Since early 1993, the
State has gained approximately 100,000 jobs. The State's economy expanded
modestly during 1995. Although industries that export goods and services
abroad are expected to benefit from the lower dollar, growth will be slowed
by government cutbacks at all levels. On an average annual basis, employment
growth in 1995 was estimated to be about the same as 1994. Both personal
income and wages were estimated to have recorded moderate gains in 1995.
Employment growth is expected to slow significantly in 1996 as the pace of
national economic growth slackens, entire industries experience
consolidations, and governmental employment continues to shrink. Personal
income is estimated to have increased by approximately 5.0% in 1996.
The State's budget for the 1996-97 fiscal year was enacted by the
Legislature on July 13, 1996, more than three months after the start of the
fiscal year. Prior to adoption of the budget, the Legislature enacted
appropriations for disbursements considered to be necessary for State
operations and other purposes, including all necessary appropriations for
debt service. The State Financial Plan for the 1996-97 fiscal year was
formulated on July 25, 1996 and is based on the State's budget as enacted by
the Legislature and signed into law by the Governor, as well as actual
results for the first quarter of the 1996-97 fiscal year.
After adjustments for comparability between fiscal years, the adopted
1996-97 budget projects a year-over-year increase in General Fund
disbursements of 0.2%. Adjusted State Funds (excluding Federal grants)
disbursements are projected to increase by 1.6% from the prior fiscal year.
All Governmental Funds projected disbursements increase by 4.1% over the
prior fiscal year, after adjustments for comparability.
The 1996-97 State Financial Plan is projected to be balanced on a cash
basis. As compared to the Governor's proposed budget as revised on March 20,
1996, the State's adopted budget for 1996-97 increases General Fund spending
by $842 million, primarily from increases for education, special education
and higher education ($563 million). The balance represents funding
increases to a variety of other programs, including community projects and
increased assistance to fiscally distressed cities. Resources used to fund
these additional expenditures include $540 million in increased revenues
projected for 1996-97 based on higher-than-projected tax collections during
the first half of calendar 1996, $110 million in projected receipts from a
new State tax amnesty program, and other resources including certain non-
recurring resources. The total amount of non-recurring resources included in
the 1996-97 State budget is projected to be $1.3 billion, or 3.9% of total
General Fund receipts.
The State Financial Plan was based upon forecasts of national and State
economic activity. Economic forecasts have frequently failed to predict
accurately the timing and magnitude of changes in the national and the State
economies. Many uncertainties exist in forecasts of both the national and
State economies, including consumer attitudes toward spending, Federal
financial and monetary policies, the availability of credit and the condition
of the world economy, which could have an adverse effect on the State. There
can be no assurance that the State economy will not experience worse-than-
predicted results, with corresponding material and adverse effects on the
State's projections of receipts and disbursements.
There can be no assurance that the State will not face substantial
potential budget gaps in future years resulting from a significant disparity
between tax revenues projected from a lower recurring receipts base and the
spending required to maintain State programs at current levels. To address
any potential budgetary imbalance, the State may need to take significant
actions to align recurring receipts and disbursements in future fiscal years.
On June 6, 1990, Moody's changed its ratings on all the State's
outstanding general obligation bonds from A1 to A. On March 26, 1990 and
January 13, 1992, S&P changed its ratings on all of the State's outstanding
general obligation bonds from AA- to A and from A to A-, respectively. In
February 1991, Moody's lowered its rating on the City's general obligation
bonds from A to Baa1 and in July 1995, S&P lowered its rating on such bonds
from A- to BBB+. Ratings reflect only the respective views of such
organizations, and their concerns about the financial condition of New York
State and City, the debt load of the State and City and any economic
uncertainties about the region. There is no assurance that a particular
rating will continue for any given period of time or that any such rating
will not be revised downward or withdrawn entirely if, in the judgment of the
agency originally establishing the rating, circumstances so warrant.
(1) The State, Agencies and Other Municipalities. During the mid-
1970s, some of the Agencies and municipalities (in particular, the City)
faced extraordinary financial difficulties, which affected the State's own
financial condition. These events, including a default on short-term notes
issued by the New York State Urban Development Corporation ("UDC") in
February 1975, which default was cured shortly thereafter, and a continuation
of the financial difficulties of the City, created substantial investor
resistance to securities issued by the State and by some of its
municipalities and Agencies. For a time, in late 1975 and early 1976, these
difficulties resulted in a virtual closing of public credit markets for State
and many State related securities.
In response to the financial problems confronting it, the State
developed and implemented programs for its 1977 fiscal year that included the
adoption of a balanced budget on a cash basis (a deficit of $92 million that
actually resulted was financed by issuing notes that were paid during the
first quarter of the State's 1978 fiscal year). In addition, legislation was
enacted limiting the occurrence of additional so-called "moral obligation"
and certain other Agency debt, which legislation does not, however, apply to
MAC debt.
GAAP-Basis Results--1995-96 Fiscal Year. The State completed its 1995-96
fiscal year with a combined Governmental Funds operating surplus of $432
million, which included an operating surplus in the General Fund of $380
million, in the Capital Projects Funds of $276 million and in the Debt
Service Funds of $185 million. There was an operating deficit of $409
million in the Special Revenue Funds. The State's Combined Balance Sheet as
of March 31, 1996 showed an accumulated deficit in its combined Governmental
Funds of $1.23 billion, reflecting liabilities of $14.59 billion and assets
of $13.35 billion. This accumulated Governmental Funds deficit includes a
$2.93 billion accumulated deficit in the General Fund and an accumulated
deficit of $712 million in the Capital Projects Fund type as partially offset
by accumulated surpluses of $468 million and $1.94 billion in the Special
Revenue and Debt Service Fund types, respectively.
GAAP-Basis Results--1994-95 Fiscal Year. The State's Combined Balance Sheet
as of March 31, 1995 showed an accumulated deficit in its combined
Governmental Funds of $1.666 billion reflecting liabilities of $14.778
billion and assets of $13.112 billion. This accumulated Governmental Funds
deficit includes a $3.308 billion accumulated deficit in the General Fund, as
well as accumulated surpluses in the special Revenue and Debt Service Fund
types of $877 million and $1.753 billion, respectively, and a $988 million
accumulated deficit in the Capital Projects Fund type.
The State completed its 1994-95 fiscal year with a combined Governmental
Funds operating deficit of $1.791 billion, which included operating deficits
in the General Fund of $1.426 billion, in the Capital Projects Funds of $366
million, and in the Debt Service Funds of $38 million. There was an
operating surplus in the Special Revenue Funds of $39 million.
GAAP-Basis Results--1993-94 Fiscal Year. The State reported a General Fund
operating surplus of $914 million for the 1993-94 fiscal year, as compared to
an operating surplus of $2.065 billion for the prior fiscal year. The 1993-
94 fiscal year surplus reflects several major factors, including the cash
basis surplus recorded in 1993-94, the use of $671 million of the 1992-93
surplus to fund operating expenses in 1993-94, net proceeds of $575 million
in bonds issued by the New York Local Government Assistance Corporation
("LGAC") and the accumulation of a $265 million balance in the Contingency
Reserve Fund ("CRF"). Revenues increased $543 million (1.7%) over prior
fiscal year revenues with the largest increase occurring in personal income
taxes. Expenditures increased $1.659 billion (5.6%) over the prior fiscal
year, with the largest increase occurring in State aid for social services
programs.
The Special Revenue Fund and Debt Service Fund ended 1993-94 with
operating surpluses of $149 million and $23 million, respectively. The
Capital Projects Fund ended with an operating deficit of $35 million.
GAAP-Basis Results--1992-93 Fiscal Year. The State completed its 1992-93
fiscal year with a GAAP-basis operating surplus of $2.065 billion in the
General Fund and an accumulated deficit of $2.551 billion. The Combined
Statement of Revenues, Expenditures and Changes in Fund Balances reported
total revenues of $31.085 billion, total expenditures of $29.337 billion, and
net other financing sources and uses of $317 million. The surplus primarily
reflects the 1992-93 cash-basis surplus and the net proceeds of $881 million
in bonds issued by LGAC.
The Special Revenue, Debt Service and Capital Projects Fund types ended
the 1992-93 fiscal year with GAAP-basis operating surpluses of $131 million,
$381 million, and $57 million, respectively.
State Financial Plan--Cash-Basis Results--General Fund. The General
Fund is the principal operating fund of the State and is used to account for
all financial transactions, except those required to be accounted for in
another fund. It is the State's largest fund and receives almost all State
taxes and other resources not dedicated to particular purposes. General Fund
moneys are also transferred to other funds, primarily to support certain
capital projects and debt service payments in other fund types.
In the State's 1996-97 fiscal year, the General Fund is expected to
account for approximately 47% of total Governmental Funds disbursements and
71% of total State Funds disbursements. The General Fund is projected to be
balanced on a cash basis for the 1996-97 fiscal year. Total receipts and
transfers from other funds are projected to be $33.17 billion, an increase of
$365 million from the prior fiscal year. Total General Fund disbursements
and transfers to other funds are projected to be $33.12 billion, an increase
of $444 million from the total in the prior fiscal year.
New York State's financial operations have improved during recent fiscal
years. During the period 1989-90 through 1991-92, the State incurred General
Fund operating deficits that were closed with receipts from the issuance of
tax and revenue anticipation notes ("TRANs"). First, the national recession,
and then the lingering economic slowdown in the New York and regional
economy, resulted in repeated shortfalls in receipts and three budget
deficits. During its last four fiscal years, however, the State recorded
balanced budgets on a cash basis, with positive fund balances as described
below.
The State ended its 1995-96 fiscal year on March 31, 1996 with a General
Fund cash surplus. The Division of the Budget reported that revenues
exceeded projections by $270 million, while spending for social service
programs was lower than forecast by $120 million and all other spending was
lower by $55 million. From the resulting benefit of $445 million, a $65
million voluntary deposit was made into the Tax Stabilization Reserve Fund
("TSRF"), and $380 million was used to reduce 1996-97 Financial Plan
liabilities by accelerating 1996-97 payments, deferring 1995-96 revenues, and
making a deposit to the tax refund reserve account.
The General Fund closing fund balance was $287 million, an increase of
$129 million from 1994-95 levels. The $129 million change in fund balance is
attributable to the $65 million voluntary deposit to the TSRF, a $15 million
required deposit to the TSRF, a $40 million deposit to the CRF, and a $9
million deposit to the Revenue Accumulation Fund. The closing fund balance
includes $237 million on deposit in the TSRF, to be used in the event of any
future General Fund deficit as provided under the State Constitution and
State Finance Law. In addition, $41 million is on deposit in the CRF. The
CRF was established in State fiscal year 1993-94 to assist the State in
financing the costs of extraordinary litigation. The remaining $9 million
reflects amounts on deposit in the Revenue Accumulation Fund. This fund was
created to hold certain tax receipts temporarily before their deposit to
other accounts. In addition, $678 million was on deposit in the tax refund
reserve account, of which $521 million was necessary to complete the
restructuring of the State's cash flow under the LGAC program.
General Fund receipts totaled $32.81 billion, a decrease of 1.1% from
1994-95 levels. This decrease reflects the impact of tax reductions enacted
and effective in both 1994 and 1995. General Fund disbursements totaled
$32.68 billion for the 1995-96 fiscal year, a decrease of 2.2% from 1994-95
levels.
The State ended its 1994-95 fiscal year with the General Fund in
balance. The $241 million decline in the fund balance reflects the planned
use of $264 million from the CRF, partially offset by the required deposit of
$23 million to the TSRF. In addition, $278 million was on deposit in the tax
refund reserve account, $250 million of which was deposited to continue the
process of restructuring the State's cash flow as part of the LGAC program.
The closing fund balance of $158 million reflects $157 million in the TSRF
and $1 million in the CRF.
General Fund receipts totaled $33.16 billion, an increase of 2.9% from
1993-94 levels. General Fund disbursements totaled $33.40 billion for the
1994-95 fiscal year, an increase of 4.7% from the previous fiscal year. The
increase in disbursements was primarily the result of one-time litigation
costs for the State, funded by the use of the CRF, offset by $188 million in
spending reductions initiated in January 1995 to avert a potential gap in the
1994-95 State Financial Plan. These actions included savings from a hiring
freeze, halting the development of certain services, and the suspension of non-
essential capital projects.
The State ended its 1993-94 fiscal year with a General Fund cash
surplus, primarily the result of an improving national economy, State
employment growth, tax collections that exceeded earlier projections and
disbursements that were below expectations. A deposit of $268 million was
made to the CRF, with a withdrawal during the year of $3 million, and a
deposit of $67 million was made to the TSRF. These three transactions
resulted in the change in fund balance of $332 million. In addition, a
deposit of $1.14 billion was made to the tax refund reserve account, of which
$1.03 billion was available for budgetary purposes in the 1994-95 fiscal
year. The remaining $114 million was redeposited in the tax refund reserve
account at the end of the State's 1994-95 fiscal year to continue the process
of restructuring the State's cash flow as part of the LGAC program. The
General Fund closing balance was $399 million, of which $265 million was on
deposit in the CRF and $134 million in the TSRF. The CRF was initially
funded with a transfer of $100 million attributable to a positive margin
recorded in the 1992-93 fiscal year.
General Fund receipts totaled $32.23 billion, an increase of 2.6% from
1992-93 levels. General Fund disbursements totaled $31.90 billion for the
1993-94 fiscal year, 3.5% higher than the previous fiscal year. Receipts
were higher in part due to improved tax collections from renewed State
economic growth, although the State continued to lag behind the national
economic recovery. Disbursements were higher due in part to increased local
assistance costs for school aid and social services, accelerated payment of
certain Medicaid expenses, and the cost of an additional payroll for State
employees.
Cash-Basis Results--Other Governmental Funds. Activity in the three other
governmental funds has remained relatively stable over the last three fiscal
years, with Federally-funded programs comprising approximately two-thirds of
these funds. The most significant change in the structure of these funds has
been the redirection, beginning in the 1993-94 fiscal year, of a portion of
transportation-related revenues from the General Fund to two new dedicated
funds in the Special Revenue and Capital Projects Fund types. These revenues
are used to support the capital programs of the Department of Transportation
and the Metropolitan Transportation Authority ("MTA").
The Special Revenue Funds account for State receipts from specific
sources that are legally restricted in use to specified purposes and include
all moneys received from the Federal government. Revenues in Special Revenue
Funds in the State's 1995-96 fiscal year increased $1.45 billion over the
prior fiscal year as a result of increases in federal grants and lottery
revenues. Disbursements from Special Revenue Funds in the State's 1995-96
fiscal year increased $1.21 billion over the prior fiscal year as a result of
increased costs for social services programs and an increase in the
distribution of lottery proceeds to school districts.
The Capital Projects Funds are used to finance the acquisition and
construction of major capital facilities and to aid local government units
and Agencies in financing capital construction. Revenues in the Capital
Projects Funds in the State's 1995-96 fiscal year increased $260 million
primarily because a larger share of the petroleum business tax was shifted
from the General Fund to the Dedicated Highway and Bridge Trust Fund and by
an increase in federal grant revenues. Expenditures increased $194 million
because of increased expenditures for education and health and environmental
projects.
The Debt Service Funds serve to fulfill State debt service on long-term
general obligation State debt and other State lease/purchase and contractual
obligation financing commitments. Revenues in the Debt Service Funds in the
State's 1995-96 fiscal year increased $10 million because of increases in
both dedicated taxes and mental hygiene patient fees. Expenditures increased
$201 million.
State Borrowing Plan. The State anticipates that its capital programs
will be financed, in part, through borrowings by the State and public
authorities in the 1996-97 fiscal year. The State expects to issue $411
million in general obligation bonds (including $153.6 million for purposes of
redeeming outstanding BANs) and $154 million in general obligation commercial
paper. The Legislature has also authorized the issuance of up to $101
million in COPs during the State's 1996-97 fiscal year for equipment
purchases. The projection of the State regarding its borrowings for the 1996-
97 fiscal year may change if circumstances require.
State Agencies. The fiscal stability of the State is related, at least
in part, to the fiscal stability of its localities and various of its
Agencies. Various Agencies have issued bonds secured, in part, by
non-binding statutory provisions for State appropriations to maintain various
debt service reserve funds established for such bonds (commonly referred to
as "moral obligation" provisions).
At September 30, 1995, there were 17 Agencies that had outstanding debt
of $100 million or more. The aggregate outstanding debt, including refunding
bonds, of these 17 Agencies was $73.45 billion as of September 30, 1995. As
of March 31, 1995, aggregate Agency debt outstanding as State-supported debt
was $27.9 billion and as State-related was $36.1 billion. Debt service on
the outstanding Agency obligations normally is paid out of revenues generated
by the Agencies' projects or programs, but in recent years the State has
provided special financial assistance, in some cases on a recurring basis, to
certain Agencies for operating and other expenses and for debt service
pursuant to moral obligation indebtedness provisions or otherwise.
Additional assistance is expected to continue to be required in future years.
Several Agencies have experienced financial difficulties in the past.
Certain Agencies continue to experience financial difficulties requiring
financial assistance from the State. Failure of the State to appropriate
necessary amounts or to take other action to permit certain Agencies to meet
their obligations could result in a default by one or more of such Agencies.
If a default were to occur, it would likely have a significant effect on the
marketability of obligations of the State and the Agencies. These Agencies
are discussed below.
The New York State Housing Finance Agency ("HFA") provides financing for
multifamily housing, State University construction, hospital and nursing home
development, and other programs. In general, HFA depends upon mortgagors in
the housing programs it finances to generate sufficient funds from rental
income, subsidies and other payments to meet their respective mortgage
repayment obligations to HFA, which provide the principal source of funds for
the payment of debt service on HFA bonds, as well as to meet operating and
maintenance costs of the projects financed. From January 1, 1976 through
March 31, 1987, the State was called upon to appropriate a total of $162.8
million to make up deficiencies in the debt service reserve funds of HFA
pursuant to moral obligation provisions. The State has not been called upon
to make such payments since the 1986-87 fiscal year.
UDC has experienced, and expects to continue to experience, financial
difficulties with the housing programs it had undertaken prior to 1975,
because a substantial number of these housing program mortgagors are unable
to make full payments on their mortgage loans. Through a subsidiary, UDC is
currently attempting to increase its rate of collection by accelerating its
program of foreclosures and by entering into settlement agreements. UDC has
been, and will remain, dependent upon the State for appropriations to meet
its operating expenses. The State also has appropriated money to assist in
the curing of a default by UDC on notes which did not contain the State's
moral obligation provision.
The MTA oversees New York City's subway and bus lines by its affiliates,
the New York City Transit Authority and the Manhattan and Bronx Surface
Transit Operating Authority (collectively, the "TA"). Through MTA's
subsidiaries, the Long Island Rail Road Company, the Metro-North Commuter
Railroad Company and the Metropolitan Suburban Bus Authority, the MTA
operates certain commuter rail and bus lines in the New York metropolitan
area. In addition, the Staten Island Rapid Transit Authority, an MTA
subsidiary, operates a rapid transit line on Staten Island. Through its
affiliated agency, the Triborough Bridge and Tunnel Authority (the "TBTA"),
the MTA operates certain toll bridges and tunnels. Because fare revenues are
not sufficient to finance the mass transit portion of these operations, the
MTA has depended and will continue to depend for operating support upon a
system of State, local government and TBTA support and, to the extent
available, Federal operating assistance, including loans, grants and
subsidies. If current revenue projections are not realized and/or operating
expenses exceed current projections, the TA or commuter railroads may be
required to seek additional State assistance, raise fares or take other
actions.
Over the past several years the State has enacted several
taxes--including a surcharge on the profits of banks, insurance corporations
and general business corporations doing business in the 12-county region (the
"Metropolitan Transportation Region") served by the MTA and a special .25%
regional sales and use tax--that provide additional revenues for mass transit
purposes, including assistance to the MTA. In addition, since 1987, State
law has required that the proceeds of .25% mortgage recording tax paid on
certain mortgages in the Metropolitan Transportation Region be deposited in a
special MTA fund for operating or capital expenses. Further, in 1993, the
State dedicated a portion of certain additional State petroleum business tax
receipts to fund operating or capital assistance to the MTA. For the 1996-97
State fiscal year, total State assistance to the MTA is estimated at
approximately $1.09 billion.
In 1981, the State Legislature authorized procedures for the adoption,
approval and amendment of a five-year plan for the capital program designed
to upgrade the performance of the MTA's transportation systems and to
supplement, replace and rehabilitate facilities and equipment, and also
granted certain additional bonding authorization therefor.
State legislation accompanying the 1996-97 adopted State budget
authorized the MTA, TBTA and TA to issue an aggregate of $6.5 billion in
bonds to finance a portion of a new $11.98 billion MTA capital plan for the
1995 through 1999 calendar years (the "1995-99 Capital Program"), and
authorized the MTA to submit the 1995-99 Capital Program to the Capital
Program Review Board for approval. This plan supersedes the overlapping
portion of the MTA's 1992-96 Capital Program. This is the fourth capital
plan since the Legislature authorized procedures for the adoption, approval
and amendment of MTA capital programs and is designed to upgrade the
performance of the MTA's transportation systems by investing in new rolling
stock, maintaining replacement schedules for existing assets and bringing the
MTA system into a state of good repair. The 1995-99 Capital Program assumes
the issuance of an estimated $5.1 billion in bonds under this $6.5 billion
aggregate bonding authority. The remainder of the plan is projected to be
financed through assistance from the State, the Federal government, and the
City of New York, and from various other revenues generated from actions
taken by the MTA.
There can be no assurance that such governmental actions will be taken,
that sources currently identified will not be decreased or eliminated, or
that the 1995-1999 Capital Program will not be delayed or reduced. If the
MTA capital program is delayed or reduced because of funding shortfalls or
other factors, ridership and fare revenues may decline, which could, among
other things, impair the MTA's ability to meet its operating expenses without
additional State assistance.
The cities, towns, villages and school districts of the State are
political subdivisions of the State with the powers granted by the State
Constitution and statutes. As the sovereign, the State retains broad powers
and responsibilities with respect to the government, finances and welfare of
these political subdivisions, especially in education and social services.
In recent years the State has been called upon to provide added financial
assistance to certain localities.
Other Localities. Certain localities in addition to the City could have
financial problems leading to requests for additional State assistance during
the last several State fiscal years. The potential impact on the State of
such actions by localities is not included in the projections of the State
receipts and disbursements in the State's 1996-97 fiscal year.
Fiscal difficulties experienced by the City of Yonkers resulted in the re-
establishment of the Financial Control Board for the City of Yonkers by
the State in 1984. That Board is charged with oversight of the fiscal
affairs of Yonkers. Future actions taken by the State to assist Yonkers
could result in increased State expenditures for extraordinary local
assistance.
Beginning in 1990, the City of Troy experienced a series of budgetary
deficits that resulted in the establishment of a Supervisory Board for the
City of Troy in 1994. The Supervisory Board's powers were increased in 1995,
when Troy MAC was created to help Troy avoid default on certain obligations.
The legislation creating Troy MAC prohibits the City of Troy from seeking
federal bankruptcy protection while Troy MAC bonds are outstanding.
Seventeen municipalities received extraordinary assistance during the
1996 legislative session through $50 million in special appropriations
targeted for distressed cities.
Municipalities and school districts have engaged in substantial
short-term and long-term borrowings. In 1994, the total indebtedness of all
localities in the State, other than the City, was approximately $17.7
billion. A small portion (approximately $82.9 million) of this indebtedness
represented borrowing to finance budgetary deficits and was issued pursuant
to enabling State legislation. State law requires the Comptroller to review
and make recommendations concerning the budgets of those local government
units other than the City authorized by State law to issue debt to finance
deficits during the period that such deficit financing is outstanding.
Seventeen localities had outstanding indebtedness for deficit financing at
the close of their fiscal year ending in 1994.
From time to time, Federal expenditure reductions could reduce, or in
some cases eliminate, Federal funding of some local programs and accordingly
might impose substantial increased expenditure requirements on affected
localities to increase local revenues to sustain those expenditures. If the
State, the City or any of the Agencies were to suffer serious financial
difficulties jeopardizing their respective access to the public credit
markets, the marketability of notes and bonds issued by localities within the
State could be adversely affected. Localities also face anticipated and
potential problems resulting from certain pending litigation, judicial
decisions and long-range economic trends. The longer-range, potential
problems of declining city population, increasing expenditures and other
economic trends could adversely affect localities and require increasing
State assistance in the future.
Certain litigation pending against the State or its officers or
employees could have a substantial or long-term adverse effect on State
finances. Among the more significant of these litigations are those that
involve: (i) the validity and fairness of agreements and treaties by which
various Indian tribes transferred title to the State of approximately six
million acres of land in central New York; (ii) certain aspects of the
State's Medicaid rates and regulations, including reimbursements to providers
of mandatory and optional Medicaid services; (iii) contamination in the Love
Canal area of Niagara Falls; (iv) a challenge to the State's practice of
reimbursing certain Office of Mental Health patient-care expenses with
clients' Social Security benefits; (v) a challenge to the methods by which
the State reimburses localities for the administrative costs of food stamp
programs; (vi) a challenge to the State's possession of certain funds taken
pursuant to the State's Abandoned Property law; (vii) alleged responsibility
of State officials to assist in remedying racial segregation in the City of
Yonkers; (viii) an action, in which the State is a third party defendant, for
injunctive or other appropriate relief, concerning liability for the
maintenance of stone groins constructed along certain areas of Long Island's
shoreline; (ix) actions challenging the constitutionality of legislation
enacted during the 1990 legislative session which changed the actuarial
funding methods for determining contributions to State employee retirement
systems; (x) an action against State and City officials alleging that the
present level of shelter allowance for public assistance recipients is
inadequate under statutory standards to maintain proper housing; (xi) an
action challenging legislation enacted in 1990 which had the effect of
deferring certain employer contributions to the State Teachers' Retirement
System and reducing State aid to school districts by a like amount; (xii) a
challenge to the constitutionality of financing programs of the Thruway
Authority authorized by Chapters 166 and 410 of the Laws of 1991 (described
below in this Part); (xiii) a challenge to the constitutionality of financing
programs of the Metropolitan Transportation Authority and the Thruway
Authority authorized by Chapter 56 of the Laws of 1993 (described below in
this Part); (xiv) challenges to the delay by the State Department of Social
Services in making two one-week Medicaid payments to the service providers;
(xv) challenges by commercial insurers, employee welfare benefit plans, and
health maintenance organizations to provisions of Section 2807-c of the
Public Health Law which impose 13%, 11% and 9% surcharges on inpatient
hospital bills and a bad debt and charity care allowance on all hospital
bills paid by such entities; (xvi) challenges to the promulgation of the
State's proposed procedure to determine the eligibility for and nature of
home care services for Medicaid recipients; (xvii) a challenge to State
implementation of a program which reduces Medicaid benefits to certain home-
relief recipients; and (xviii) challenges to the rationality and retroactive
application of State regulations recelebrating nursing home Medicaid rates.
(2) New York City. In the mid-1970s, the City had large accumulated
past deficits and until recently was not able to generate sufficient tax and
other ongoing revenues to cover expenses in each fiscal year. However, the
City has achieved balanced operating results for each of its fiscal years
since 1981 as reported in accordance with the then-applicable GAAP standards.
The City's ability to maintain balanced operating results in future years is
subject to numerous contingencies and future developments.
In 1975, the City became unable to market its securities and entered a
period of extraordinary financial difficulties. In response to this crisis,
the State created MAC to provide financing assistance to the City and also
enacted the New York State Financial Emergency Act for the City of New York
(the "Emergency Act") which, among other things, created the Financial
Control Board (the "Control Board") to oversee the City's financial affairs
and facilitate its return to the public credit markets. The State also
established the Office of the State Deputy Comptroller ("OSDC") to assist the
Control Board in exercising its powers and responsibilities. On June 30,
1986, the Control Board's powers of approval over the City Financial Plan
were suspended pursuant to the Emergency Act. However, the Control Board,
MAC and OSDC continue to exercise various monitoring functions relating to
the City's financial condition. The City prepares and operates under a
four-year financial plan which is submitted annually to the Control Board for
review and which the City periodically updates.
The City's independently audited operating results for each of its
fiscal years from 1981 through 1995 show a General Fund surplus reported in
accordance with GAAP. The City has eliminated the cumulative deficit in its
net General Fund position.
During the 1990 and 1991 fiscal years, as a result of a slowing economy,
the City has experienced significant shortfalls in almost all of its major
tax sources and increases in social services costs, and was required to take
actions to close substantial budget gaps in order to maintain balanced
budgets in accordance with the Financial Plan.
According to a recent OSDC economic report, the City's economy was slow
to recover from the recession and was expected to have experienced a weak
employment situation, and moderate wage and income growth, during the 1995-96
period. Also, Financial Plan reports of OSDC, the Control Board, and the
City Comptroller have variously indicated that many of the City's balanced
budgets have been accomplished, in part, through the use of non-recurring
resource, tax and fee increases, personnel reductions and additional State
assistance; that the City has not yet brought its long-term expenditures in
line with recurring revenues; that the City's proposed gap-closing programs,
if implemented, would narrow future budget gaps; that these programs tend to
rely heavily on actions outside the direct control of the City; and that the
City is therefore likely to continue to face futures projected budget gaps
requiring the City to reduce expenditures and/or increase revenues.
According to the most recent staff reports of OSDC, the Control Board and the
City Comptroller during the four-year period covered by the current Financial
Plan, the City is relying on obtaining substantial resources from initiatives
needing approval and cooperation of its municipal labor unions, Covered
Organizations, and City Council, as well as the State and Federal
governments, among others, and there can be no assurance that such approval
can be obtained.
The City requires certain amounts of financing for seasonal and capital
spending purposes. The City issued $1.75 billion of notes for seasonal
financing purposes during the 1994 fiscal year. The City's capital financing
program projects long-term financing requirements of approximately $17
billion for the City's fiscal years 1995 through 1998 for the construction
and rehabilitation of the City's infrastructure and other fixed assets. The
major capital requirement include expenditures for the City's water supply
system, and waste disposal systems, roads, bridges, mass transit, schools and
housing. In addition, the City and the Municipal Water Finance Authority
issued about $1.8 billion in refunding bonds in the 1994 fiscal year.
State Economic Trends. The State historically has been one of the
wealthiest states in the nation. For decades, however, the State has grown
more slowly than the nation as a whole, gradually eroding its relative
economic position. Statewide, urban centers have experienced significant
changes involving migration of the more affluent to the suburbs and an influx
of generally less affluent residents. Regionally, the older Northeast cities
have suffered because of the relative success that the South and the West
have had in attracting people and business. The City has also had to face
greater competition as other major cities have developed financial and
business capabilities which make them less dependent on the specialized
services traditionally available almost exclusively in the City.
During the 1982-83 recession, overall economic activity in the State
declined less than that of the nation as a whole. However, in the calendar
years 1984 through 1991, the State's rate of economic expansion was somewhat
slower than that of the nation. In the 1990-91 recession, the economy of the
State, and that of the rest of the Northeast, was more heavily damaged than
that of the nation as a whole and has been slower to recover. The total
employment growth rate in the State has been below the national average since
1984. The unemployment rate in the State dipped below the national rate in
the second half of 1981 and remained lower until 1991; since then, it has
been higher. According to data published by the U.S. Bureau of Economic
Analysis, during the past ten years, total personal income in the State rose
slightly faster than the national average only from 1986 through 1988.
APPENDIX D
Set forth below, as to each share class of each Fund, as applicable, are
those shareholders of record known by each Fund to own 5% or more of a class
of shares of the Fund.
Dreyfus Cash Management
Institutional Shares: (1) Norwest Bank Minnesota NA, (AMS) Attn: CASH
Sweep Processing, 733 Marquette Ave., 4th Floor, Minneapolis, MN 55479-
0052 (6.79%); (2) Host Marriott Corporation, 10400 Fernwood Road, Dept.
902, Bethesda, MD 20817-1109 (5.40%); and (3) Laba & Company, c/o La
Salle National Bank, PO Box 1443, Chicago, IL 60690-1443.
Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o Fund
Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).
Investor Shares: (1) Mellon Bank, AIS PT In-Process Account, Three
Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259 (23.89%); (2)
Dreyfus Trust Company TTEE, FDC Incentive Savings Plan, First Data
Corp., One Cabot Road, #028-0031, Medford, MA 02155-5141 (17.92%); (3)
Mellon Bank, AIS PL In-Process Account, Three Mellon Bank Center, Room
153-2502, Pittsburgh, PA 15259 (16.90%); (4) Homfed Trust Company, Attn:
Trust Operations, 625 Broadway, Suite 906, San Diego, CA 92101-5416
(10.24%); and (5) Mellon Bank NA, Capital Markets Customers, One Mellon
Bank Center, Room 151-0440, Pittsburgh, PA 15258-0440 (5.70%).
Participant Shares: (1) Premier Mutual Fund Services, Inc., c/o Fund
Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).
Dreyfus Cash Management Plus, Inc.
Institutional Shares: (1) BZW Barclays Global Investors NA, Attn: Cash
Desk, 45 Fremont Street, San Francisco, CA 94105-2204 (6.89%); and (2)
Mellon Bank NA, Capital Markets Customers, One Mellon Bank Center,
Pittsburgh, PA 15258-0001 (6.55%).
Administrative Shares: (1) Proliance Inc., 135 North Pennsylvania
Street, Suite 800, Indianapolis, IN 46204-2482 (97.90%).
Investor Shares: (1) Capital Network Services, 1 Bush Street, Floor 11,
San Francisco, CA 94104-4425 (31.99%); and (2) Barnett Bank of
Jacksonville NA, Attn: Investment Operations 572-1215, PO Box 45147,
Jacksonville, FL 32232-5147 (30.47%).
Participant Shares: (1) California United Bank, FBO Stuart Cohen, 1900
Avenue of the Stars, Suite 18, Los Angeles, CA 90067-4309 (Account #1)
(52.80%); (2) California United Bank, Investment Services Division,
16030 Ventura Boulevard, Suite 650, Encino, CA 91436-2789 (Account #2)
(18.85%); (3) California United Bank FBO, John A & Christine Helliwell,
c/o Glass & Roen, 16530 Ventura Boulevard, Suite 202, Encino, CA 91436-
2789 (Account #3) (16.62%); and (4) California United Bank FBO, WM
Mcafee Engineering Company, 124 Center Street, El Segundo, CA 90245-4204
(Account #4) (6.77%).
Dreyfus Government Cash Management
Institutional Shares: (1) Lark & Company, Account #2, Attn: Trust
Operations, PO Box 1471, Little Rock, AR 72203-1471 (6.59%); and (2)
First Interstate Bank of Texas, Attn: Investment Operations Dept., PO
Box 3326, Houston, TX 77253-3326 (6.50%).
Administrative Shares: (1) American Red Cross Lead Gen Fund, 8111
Gatehouse Road, Falls Church, VA 22042-1203 (61.35%); and (2) Capital
Network Service, 1 Bush Street, Floor 11, San Francisco, CA 94104-4425
(34.06%).
Investor Shares: (1) Mellon Bank, AIS PL In-Process Account, Three
Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259 (17.17%); (2)
Mellon Bank, AIS PT In-Process Account, Three Mellon Bank Center, Room
153-2502, Pittsburgh, PA 15259 (16.81%); (3) Capital Network Service,
Sub #H98-1111008, 1 Bush Street, Floor 11, San Francisco, CA 94104-4425
(8.96%); (4) Zweig Dimenna Partners LP, 900 Third Avenue, New York, NY
10022-4728 (6.75%); (5) For Exclusive Benefit of Customers of FBS
Investment Services Inc., 100 South Fifth Street, Suite 1300,
Minneapolis, MN 55402-1210 (6.12%); and (6) Norwest Investment Services,
608 Second Ave. South, Floor 8, Minneapolis, MN 55402-1210 (5.60%).
Participant Shares: (1) Premier Mutual Fund Services, Inc., c/o Fund
Distributor Inc., 60 State Street Suite 1300, Boston, MA 02109-1803
(100%).
Dreyfus Treasury Cash Management
Institutional Shares: (1) Chase Manhattan Bank NA, GSS as Agent, Attn:
Bond Collections Dept., 13th Floor, 770 Broadway, New York, NY 10003-
9522 (10.99%); and (2) Norwest Bank Minnesota NA (AMS), Attn: Cash Sweep
Porcessing, 733 Marquette Ave., Floor 4, Minneapolis, MN 55479-0052
(6.00%).
Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o Fund
Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).
Investor Shares: (1) Mellon Bank, AIS PT In-Process Account, Invest
PRDTS, Three Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259
(31.80%); (2) Mellon Bank, AIS PL In-Process Account Invest PRDTS, Three
Mellon Bank Center, Room 153-2502, Pittsburgh, PA 15259 (19.90%); (3)
Harris Trust & Savings Bank, Attn: CIF Unit 200/12, 200 West Monroe
Street, Chicago, IL 60606-5015 (18.76%); (4) Norwest Investments
Services Inc., 608 Second Ave. South, Floor 8, Minneapolis, MN 55402-
1916 (7.80%); and (5) First Security Bank of Utah, Attn: Money Market Desk,
5416 West Amelia Earhart Drive, PO Box 25297, Salt Lake City, UT 84125-
0297 (5.22%).
Participant Shares: (1) Premier Mutual Fund Services, Inc., c/o Fund
Distributor Inc., 60 State Street Suite 1300, Boston, MA 02109-1803
(100%).
Dreyfus Treasury Prime Cash Management
Institutional Shares: (1) Allen & CO, Inc., 711 Fifth Ave., Floor 8, New
York, NY 10022-3109 (5.84%).
Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o Fund
Distributor Inc., 60 State Street Suite 1300, Boston, MA 02109-1803
(100%).
Investor Shares: (1) Saturn & CO, c/o Investors Bank & Trust Inc.,
Collections Securities Operations, 89 South Street, Floor Six, Boston,
MA 02111-2679 (17.84%); (2) Republic Bank California NA, Investment
Dept., 445 North Bedford Drive Floor Two, Beverly Hills, CA 90210-4302
(16.87%); (3) Capital Network Service, Sub #H98-1111008, One Bush
Street, Floor 11, San Francisco, CA 94104-4425 (12.92%); (4) Kinco & CO,
c/o Republic National Bank of NY, One Hanson Place, Brooklyn, NY 11243-
2900 (10.14%); (5) VAR & Company, First Trust National Association, ITG
Funds Control SPFT 0404, 180 Fifth Street East, Saint Paul, MN 55101-
1631 (9.92%); and (6) Harris Trust & Savings Bank, Attn: CIF Unit
200/12, 200 West Monroe Street, Chicago, IL 60606-5015 (8.05%).
Participant Shares: (1) California United Bank, Investment Services
Division, 16030 Ventura Boulevard Suite 650, Encino, CA 91436-2789
(99.99%).
Dreyfus Municipal Cash Management Plus
Institutional Shares: (1) American National Bank & Trust, 740 Cherry
Street, Chattanooga, TN 37402-1909 (12.19%); (2) US Natural Resources
Inc., 8000 North East Parkway Drive, Suite 100, Vancouver, WA 98662-6738
(10.32%); (3) Comerica Bank, Attn: Mutual Fund Operations, PO Box
650282, Dallas, TX 75265-0282 (10.24%); (4) NBD Bank NA, 1 Indiana
Square Suite 914, Indianapolis, IN 46266 (10.16%); (5) Pennsylvania
Power & Light Company, 2 North Ninth Street, Allentown, PA 18101-1139
(6.89%); (6) Comerica Bank, Attn: Fixed Income, 100 Renaissance Center,
Suite Nine, Detroit, MI 48243-1006 (6.12%); and (7) Banc One Capital
Corporation, 1717 Main Street, Dallas, TX 75201-4605 (5.55%).
Administrative Shares: (1) Premier Mutual Fund Services Inc. c/o Fund
Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).
Investor Shares: (1) Capital Network Service, One Bush Street, San
Francisco, CA 94104-4425 (46.34%); (2) For Exclusive Benefit of
Customers of FBS Investment Services Inc., 100 South Fifth Street Suite
1300, Minneapolis, MN 55402-1210 (21.79%); (3) Crestar Bank, 11 South
10th Street, Richmond, VA 23219-4001 (6.63%); (4) DYKE Industries, 309
Center Street, Little Rock, AR 72201-2603 (5.86%); and (5) Joseph A.
Fielden Inc., PO Box 3278, Knoxville, TN 37927-3278 (5.16%).
Participant Shares: (1) Premier Mutual Fund Services Inc., c/o Fund
Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%)
Dreyfus Tax Exempt Cash Management
Institutional Shares: (1) Bank One Texas, Attn: Mutual Funds Processing,
Lower Level 2, 1717 Main Street, Dallas, TX 75201-4605 (10.55%); and (2)
Norwest Bank Minnesota NA, (AMS) Attn: Cash Sweep Processing, 733
Marquette Ave. Floor 4, Minneapolis MN55479 (6.22%); (3) Central
Fidelity Bank, Attn: Trust Securities Operations, Variable Note Desk,
1021 East Cary Street, Richmond, VA 23219-4000 (5.66%); and (4) Wells
Fargo Bank, 26610 Agoura Road, Calabasas, CA 91302-1954 (5.05%).
Administrative Shares: (1) Premier Mutual Fund Services, Inc., c/o
Fund Distributor Inc., 60 State Street Suite 1300, Boston, MA
02109-1803 (100%).
Investor Shares: (1) Bost & Company, 3 Mellon Bank Center, Pittsburgh,
PA 15259 (21.09%); (2) Saturn & Company, c/o Investors Bank & Trust
Inc., Collections Securities Operations, 89 South Street Floor 6, Boston
MA 02111-2679 (15.39%); (3) Cudd & Company, Chase Manhattan Bank, PTIS
Attn: Robert Gray, 1211 Avenue of the Americas, Flor 35, New York, NY
10036-8701 (14.22%); (4) Southwest Bank of Texas NA, 4295 San Felipe
Street, Houston, TX 77027-2915 (10.78%); (5) Mellon Bank, AIS DL In
Process Account, Three Mellon Bank Center, Pittsburgh, PA 15259 (8.72%);
(6) Mellon Bank, AIS PL In Process Account, Three Mellon Bank Center,
Pittsburgh, PA 15259 (7.83%); and (7) National Bank of Indianapolis,
Attn: John Thomason, Trust Operations, 107 North Pennsylvania Street
Suite 600, Indianapolis, IN 46204-2444 (5.16%).
Participant Shares: (1) Premier Mutual Fund Services, Inc., 025-010A,
c/o Fund Distributor Inc., 60 State Street Suite 1300, Boston, MA
02109-1803 (100%).
Dreyfus New York Municipal Cash Management
Institutional Shares: (1) Hare & Company, c/o The Bank of New York,
Attn: Special Process Dept., One Wall Street, Floor 5, New York, NY
10286-0001 (10.78%); and (2) Hare & Company, c/o The Bank of New York,
Attn: Short Term Investment Fund, One Wall Street, Floor 5, New York, NY
10286 (6.98%).
Administrative Shares: (1) Premier Mutual Fund Services Inc., c/o Fund
Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109-1803
(100%).
Investor Shares: (1) Royal Farms Inc., 2101 Avenue X, Brooklyn, NY 11235-
2910 (33.01%); (2) Midtown Electric Supply Corp., 157 West 18th Street,
New York, NY 10011-4101 (25.02%); (3) CDE Air Conditioning Co., 321 39th
Street, Brooklyn, NY 11232-2903 (18.27%); and (4) Cowen & Company,
Financial Square, New York, NY 10005-3597 (14.48%)
Participant Shares: (1) William Gould & Ruth Gould JT Ten, 528 East 4th
Street, Brooklyn, NY 11218-4508 (67.60%); (2) Anthony Vernaci & Millie
Pappalando JT WROS, 237-09 93rd Ave., Bellrose, NY 11426 (27.04%); and
(3) Carolyn Lundgren, 9 Robin Hill Road, Scarsdale, NY 10583-2607
(5.14%).
FINANCIAL STATEMENTS and REPORTS OF INDEPENDENT AUDITORS The financial
statements and reports of independent auditors with respect to the Funds,
which are listed below, are incorporated by reference into this Statement of
Additional Information dated April __, 1997. When requesting a copy of this
Statement of Additional Information, you will receive the annual report(s)
for the Fund(s) in which you are a shareholder.
Name of Fund Annual Report(s)
Dreyfus Cash Management January 31, 1997
Dreyfus Cash Management Plus, Inc. January 31, 1997
September 30, 1996
Dreyfus Government Cash Management January 31, 1997
Dreyfus Treasury Cash Management January 31, 1997
July 31, 1996
Dreyfus Treasury Prime Cash Management January 31, 1997
February 29, 1996
Dreyfus Municipal Cash Management Plus January 31, 1997
December 31, 1996
Dreyfus Tax Exempt Cash Management January 31, 1997
Dreyfus New York Municipal Cash Management January 31, 1997
July 31, 1996
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
Institutional Shares, for the period from October 15, 1990
(commencement of operations) to December 31, 1990, for each
of the six years in the period ended December 31, 1996, and
for the one month period ended January 31, 1997; with respect
to Investor Shares, for the period from September 30, 1993
(commencement of initial offering) to December 31, 1993, for
each of the three years in the period ended December 31, 1996
and for the one month period ended January 31, 1997; and,
with respect to Administrative Shares and Participant Shares,
for the period from November 21, 1996 (commencement of
initial offerings) to December 31, 1996 and for the one month
period ended January 31, 1997.
Incorporated by reference to Part B of the
Registration Statement:
Statement of Investments-- December 31, 1996.
Statement of Assets and Liabilities-- December 31, 1996.
Statement of Operations--year ended December 31, 1996.
Statement of Changes in Net Assets--for the years ended
December 31, 1995 and 1996.
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent Auditors, dated
January 31, 1997.
Statement of Investments--January 31, 1997.
Statement of Assets and Liabilities-- January 31, 1997.
Statement of Operations--one month ended January 31,
1997.
Statement of Changes in Net Assets--for the years ended
December 31, 1995 and 1996 and one month ended January
31, 1997.
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent
Auditor, dated ___________, 1997.
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 is incorporated by reference to Exhibit
(2) of Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A, filed on October 25, 1995.
(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. 7 to the Registration
Statement on Form N-1A, filed on February 28, 1995.
(6) Distribution Agreement is incorporated by reference to
Exhibit (6) of Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A, filed on February 28, 1995.
(8)(a) Custody Agreement is incorporated by reference to
Exhibit (8)(a) of Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A, filed on October 25, 1995.
(8)(b) Sub-Custodian Agreements is incorporated by reference to
Exhibit (8)(b) of Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A, filed on October 25, 1995.
(9) Shareholder Services Plan is incorporated by reference to
Exhibit (9) of Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A, filed on September 20, 1996.
(10) Opinion and consent of Registrant's counsel is incorporated
by reference to Exhibit (10) of Post-Effective Amendment No. 9 to
the Registration Statement on Form N-1A, filed on October 25,
1995.
(11) Consent of Independent Auditors.
(15) Service Plan is incorporated by reference to Exhibit (15) of
Post-Effective Amendment No. 12 to the Registration Statement on
Form N-1A, filed on September 20, 1996.
(16) Schedule of Computation of Performance Data
is incorporated by reference to Exhibit (16) of Post-
Effective Amendment No. 6 to the Registration Statement on Form N-
1A, filed on April 25, 1994.
(18) Rule 18f-3 Plan is incorporated by reference to Exhibit (18)
of Post-Effective Amendment No. 12 to the Registration Statement
on Form N-1A, filed on September 20, 1996.
Item 24. Financial Statements and Exhibits - List (continued)
Other Exhibits
(a) Power of Attorney of Trustees is
incorporated by reference to Other Exhibits of Post
Effective Amendment No. 12 to the Registration Statement
on Form N-1A, filed on September 20, 1996.
(b) Power of Attorney of Officer is
incorporated by reference to Other Exhibits of Post
Effective Amendment No. 12 to the Registration Statement
on Form N-1A, filed on September 20, 1996.
(c) Certificate of Assistant Secretary is
incorporated by reference to Other Exhibits of Post
Effective Amendment No. 12 to the Registration Statement
on Form N-1A, filed on September 20, 1996.
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 February 21, 1997
______________________________
Shares of beneficial
interest (par value
$.001)
Institutional Shares...........................40
Administrative Shares...........................1
Investor Shares................................21
Participant Shares..............................1
Item 27. Indemnification
Reference is made to Articles EIGHT of the Registrant's Amended and
Restated Agreement and Declaration of Trust previously filed as
Exhibit 1 to Post-Effective Amendment No. 5 to the Registration
Statement on From N-1A on September 30, 1993. The application of
these provisions is limited by Article 10 of the Registrant's By-
Laws previously filed as Exhibit 2 to Post-Effective Amendment No.
9 to the Registration Statement on Form N-1A on October 25, 1995
and by the following undertaking set forth in the rules promulgated
by the Securities and Exchange commission: Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable.
Item 27. Indemnification (continued)
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a trustee, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in such Act and will be
governed by the final adjudication of such issue.
Reference is also made to the Distribution Agreement filed as
Exhibit (6) of Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A, filed on February 28, 1995.
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:
Skillman Foundation;
Member of The Board of Vintners Intl.
BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive Officer and
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation***;
Mellon Bank, N.A.***
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company****;
Vice Chairman of the Board:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation***;
Executive Officer, The Boston Company****;
Chief Operating Deputy Director:
Officer and a Mellon Trust***;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.****;
President:
Boston Safe Deposit and Trust Company****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.**;
Director:
Dreyfus America Fund
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****;
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
MARK N. JACOBS Vice President, Secretary and Director:
Vice President, Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.**;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
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 131 Second Street, Lewes,
Delaware 19958.
*** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
**** The address of the business so indicated is One Boston Place, Boston,
Massachusetts 02108.
+ 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.
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 Funds, 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 GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
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) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) Dreyfus Investment Grade Bond Funds, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) Dreyfus LifeTime Portfolios, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus MidCap Index Fund
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Money Market Fund, Inc.
46) Dreyfus New Jersey Intermediate Municipal Bond Fund
47) Dreyfus New Jersey Municipal Bond Fund, Inc.
48) Dreyfus New Jersey Municipal Money Market Fund, Inc.
49) Dreyfus New Leaders Fund, Inc.
50) Dreyfus New York Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond Fund
54) Dreyfus New York Tax Exempt Money Market Fund
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 S&P 500 Index Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) The Dreyfus Socially Responsible Growth Fund, Inc.
65) Dreyfus Stock Index Fund, Inc.
66) Dreyfus Tax Exempt Cash Management
67) The Dreyfus Third Century Fund, Inc.
68) Dreyfus Treasury Cash Management
69) Dreyfus Treasury Prime Cash Management
70) Dreyfus Variable Investment Fund
71) Dreyfus Worldwide Dollar Money Market Fund, Inc.
72) General California Municipal Bond Fund, Inc.
73) General California Municipal Money Market Fund
74) General Government Securities Money Market Fund, Inc.
75) General Money Market Fund, Inc.
76) General Municipal Bond Fund, Inc.
77) General Municipal Money Market Fund, Inc.
78) General New York Municipal Bond Fund, Inc.
79) General New York Municipal Money Market Fund
80) Premier Insured Municipal Bond Fund
81) Premier California Municipal Bond Fund
82) Premier Equity Funds, Inc.
83) Premier Global Investing, Inc.
84) Premier GNMA Fund
85) Premier Growth Fund, Inc.
86) Premier Municipal Bond Fund
87) Premier New York Municipal Bond Fund
88) Premier State Municipal Bond Fund
89) Premier Strategic Growth Fund
90) Premier Value Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Vice President
and Chief Financial Officer and Assistant
Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Roy M. Moura+ First Vice President None
Dale F. Lampe+ Vice President None
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Elizabeth A. Keeley++ Assistant Vice President Vice President
and Assistant
Secretary
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York
10166.
Item 30. Location of Accounts and Records
________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. 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 Board member or Board members when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares 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 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 27th day of February, 1996.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
BY: /s/Marie E. Connolly
---------------------------------
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
__________________________ _______________________________ ________
/s/Marie E. Connolly* President and Treasurer 2/27/97
- -------------------------- (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/Joseph S. DiMartino Trustee 2/27/97
- --------------------------
Joseph S. DiMartino
/s/David W. Burke* Trustee 2/27/97
- --------------------------
David W. Burke
/s/Isabel P. Dunst* Trustee 2/27/97
- --------------------------
Isabel P. Dunst
/s/Lyle E. Gramley* Trustee 2/27/97
- --------------------------
Lyle E. Gramley
/s/Warren B. Rudman* Trustee 2/27/97
- --------------------------
Warren B. Rudman
*BY: ________________________
Elizabeth A. Keeley
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
24(b)(11) Consent of Independent Auditors
Financial Data Schedule
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the incorporation
by reference of our report dated January 31, 1997, in this Registration
Statement (Form N-1A No. 33-36821) of Dreyfus Municipal Cash Management Plus.
ERNST & YOUNG LLP
New York, New York
February 25, 1997
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