File No. 33-42431
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. 8 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 8 [ X ]
(Check appropriate box or boxes.)
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
(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)
----
60 days after filing pursuant to paragraph (a)(i)
----
X on November 20, 1996 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 July 31, 1996 was filed on or about
September 25, 1996.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
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 4 4 4 4
Information
4 General Description 6 6 6 6
of Registrant
5 Management of 9 9 9 9
the Fund
5(a) Management's * * * *
Discussion of
Fund's Performance
6 Capital Stock and 16 16 16 16
Other Securities
7 Purchase of Securities 10 10 10 10
Being Offered
8 Redemption or 12 12 12 12
Repurchase
9 Pending Legal * * * *
Proceedings
____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
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-23
13 Investment Objectives and Policies B-3
14 Management of the Fund B-10
15 Control Persons and Principal B-13
Holders of Securities
16 Investment Advisory and Other B-13
Services
Items in
Part B of
Form N-1A
_________
17 Brokerage Allocation B-21
18 Capital Stock and Other Securities B-23
19 Purchase, Redemption and Pricing B-15, B-18,
of Securities Being Offered B-19
20 Tax Status *
21 Underwriters B-15
22 Calculations of Performance Data B-22
23 Financial Statements B-46
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
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-4
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-4
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
[INSTITUTIONAL SHARES]
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DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT IS AN OPEN-END,
NON-DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY. DREYFUS TREASURY CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS"), IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY. EACH FUND IS KNOWN AS A MONEY
MARKET MUTUAL FUND. EACH FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS
WITH AS HIGH A LEVEL OF CURRENT INCOME (AS TO DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK CITY
PERSONAL INCOME TAXES) AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND
THE MAINTENANCE OF LIQUIDITY.
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 INSTITUTIONAL SHARES OF A FUND, 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.
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 THE OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR CONVENIENCE TO PROVIDE
YOU THE OPPORTUNITY TO CONSIDER TWO 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 NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, FOR THE FUNDS' INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, 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 FUND. 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.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.................................. 3
Condensed Financial Information................................. 4
Yield Information............................................... 5
Description of the Funds........................................ 6
Management of the Funds......................................... 9
How to Buy Institutional Shares................................. 10
Shareholder Services............................................ 11
How to Redeem Institutional Shares.............................. 12
Shareholder Services Plan....................................... 13
Dividends, Distributions and Taxes.............................. 14
General Information............................................. 16
Appendix........................................................ 18
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of each
Fund's Institutional Shares, based upon each Fund's operating expenses for
its most recent year end.
INSTITUTIONAL
SHARES
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
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
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The purpose of the foregoing table is to assist investors in
understanding the 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
Institutional Shares," and "Shareholder Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors, whose reports thereon appear in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Beneficial Interest of each Fund's Institutional Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from each Fund's
financial statements.
Dreyfus New York Municipal Cash Management
--------------------------------------------------------------------------
Year Ended July 31,
--------------------------------------------------------------------------
1992(1) 1993 1994 1995 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PER SHARE 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 4
<TABLE>
<CAPTION>
DREYFUS TREASURY CASH MANAGEMENT
------------------------------------------------------------------------------------------------------
Year Ended July 31,
------------------------------------------------------------------------------------------------------
1987(1) 1988 1989 1990 1991 1992 1993 1994 1995 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<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 .053 .066 .085 .082 .069 .045 .031 .032 .052 .054
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Distributions:
Dividends from investment
income-net (.053) (.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 6.00%(2) 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%(2) .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment
income to average
net assets 5.93%(2) 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 .10% .06% .05% .07% .06% .05% .04% .01% .-- .--
Net Assets, end of year
(000's omitted) $483,360 $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
(1)From September 4, 1986 (commencement of operations) to July 31, 1987.
(2)Annualized.
</TABLE>
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 the 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 each
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.
Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate (in the case of the Fund, typically
the combined highest 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.
Page 5
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
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING INSTITUTIONAL SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL
OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE INSTITUTIONAL SHARES
OF A FUND. 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
Institutional Shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of Dreyfus New York Municipal Cash
Management is to provide investors with as high a level of current income
exempt from Federal, New York State and New York City income taxes as is
consistent with the preservation of capital and the maintenance of liquidity.
To accomplish this objective, 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 debt securities the interest from which is, in the opinion of bond
counsel to the issuer, exempt from Federal, but not New York State or New
York City, income tax.
The investment objective of Dreyfus Treasury Cash Management 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.
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. 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
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT-- 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 New York State and New York City
income taxes. See "Investment Considerations and Risks _ Investing in New
York Municipal Obligations" and "Dividends, Distributions and Taxes" below.
The Fund also may invest in Taxable Investments of the quality described
under "Appendix--Certain Portfolio Securities--Taxable Investments."
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a
Page 6
preference item to shareholders. The Fund may invest without limitation in
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
DREYFUS TREASURY CASH MANAGEMENT -- To achieve its goal, 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.
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 will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities. As to Dreyfus New York Municipal Cash
Management, the Fund may invest in securities determined in accordance with
procedures established by each Fund's Board to present minimal credit risks
and which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Board. The
nationally recognized statistical rating organizations currently rating
instruments of the type Dreyfus New York Municipal Cash Management may
purchase are Moody's Investors Service, Inc., Standard & Poor's Ratings Group,
a division of The McGraw-Hill Companies, Inc., Duff & Phelps Credit Rating
Co., Fitch Investors Service, L.P., 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.
MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY)
Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income tax.
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.
Municipal Obligations bear fixed, floating or variable rates of interest.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might be sold at a price less than
Page 7
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.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY) -- Investors should consider carefully the special risks
inherent in investing 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. 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. In January 1992, Moody's
lowered from A to Baa1 the ratings on certain appropriation-backed debt of
New York State and its agencies. The State's general obligation, state
guaranteed and New York State Local Government Assistance Corporation bonds
continue to be rated A by Moody's. In January 1992, S&P lowered from A to A-
the ratings of New York State general obligation bonds and stated that it
continued to assess the ratings outlook as negative. The ratings of various
agency debt, state moral obligations, contractual obligations, lease purchase
obligations and state guaranteed also were lowered. In February 1991, Moody's
lowered its rating on New York 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+. The
rating changes reflect the rating agencies' concerns about the financial
condition of New York State and City, the heavy debt load of the State and
City, and economic uncertainties in the region. 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 ONLY) --
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 another Fund or other investment companies
advised by The Dreyfus Corporation. If, however, such other
Page 8
Fund or 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 Fund or investment company. In some cases, this
procedure may adversely affect the size of the position obtained for or
disposed of by a Fund or the price paid or received by a 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 August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For the fiscal year ended July 31, 1996 for each Fund, 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, unless The Dreyfus Corporation gives such Fund's
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 each Fund: (i)the
management fee payable by the Fund monthly at the annual rate of .20 of 1% of
the value of the Fund's average daily net assets and (ii) as to
Administrative Shares, Investor Shares and Participant Shares only, payments
made pursuant to the Fund's Service Plan with respect to such class of shares
at the annual rate set forth in the Service Plan. 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, The Dreyfus 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 One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
Page 9
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., _____________ , San Francisco, California _____, is each Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY INSTITUTIONAL SHARES
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 a Fund, Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury
Prime Cash Management or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among 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 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 comparable with a 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.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- The Fund's net asset value
per share is determined as of 12:00 Noon, New York time, on each day the New
York Stock Exchange is open for business. Net asset value per share of each
class 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 10
Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.
Telephone orders placed to Dreyfus Institutional Services Division
will become effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend declared on that day, if
the telephone order is placed by 12:00 Noon, New York time, and Federal Funds
are received by 4:00 p.m., New York time, on that day.
DREYFUS TREASURY CASH MANAGEMENT ONLY -- The Fund's net asset value per share
is determined as of 5:00 p.m., New York time/2:00 p.m., California time, on
each day 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.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the dividend declared
on that day if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the 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").
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Institutional
Shares of one Fund, Institutional Shares of the other Fund or of Dreyfus Cash
Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash
Management, Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal
Cash Management Plus, Dreyfus Tax Exempt Cash Management and Dreyfus Treasury
Prime Cash Management, which have different investment objectives that may be
of interest to investors. Upon an exchange into a new account the following
shareholder services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the exchange is 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 Institutional Shares_Procedures."
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained
Page 11
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 the Fund reserves the right, upon not less than 60 days' written
notice, to charge investors a nominal fee in accordance with rules promulgated
by the Securities and Exchange Commission. 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 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 a 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 one Fund, Institutional
Shares of the other Fund or of Dreyfus Cash Management, Dreyfus Cash
Management Plus, Inc., Dreyfus Institutional Short Term Treasury Fund Dreyfus
Government Cash Management, Dreyfus Municipal Cash Management Plus, Dreyfus
Tax Exempt Cash Management, and Dreyfus Treasury Prime Cash Management, 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 the 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 INSTITUTIONAL 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.
The Funds do not 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 Fund's then-current net asset value.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- 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 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.
DREYFUS TREASURY CASH MANAGEMENT ONLY -- If a request for redemption is
received in proper form 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
Page 12
redemption, if transfer by wire is requested, ordinarily will be transmitted
in Federal Funds on the same day and the shares will not receive the dividend
declared on that day. If the request is received later that day 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.
The 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.
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
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.
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 average daily net assets of Institutional Shares for
certain allocated expenses of providing personal services to, and/or
maintaining accounts of, Institutional Shares shareholders. The services
provided may include personal services relating to shareholder accounts, such
as answering shareholder inquiries regarding the Fund and providing reports
and other information, and services related to the maintenance of shareholder
accounts. 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."
Page 13
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent 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 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 Internal Revenue Code of 1986, as amended
(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 Institutional Shares will be borne exclusively
by such Shares.
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund are taxable as ordinary income,
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
portion of the dividends or distributions declared by the Fund qualifies 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%. Dividends and
distributions may be subject to certain state and local taxes.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- .Except for dividends from
Taxable Investments, the Fund anticipates that substantially all dividends
paid by the Fund will not be subject to Federal, New York State and New York
City personal income taxes. To the extent that investors are obligated to pay
state or local taxes outside of New York State and New York City, dividends
earned by an investment in the Fund may represent taxable income. Dividends
derived from Taxable Investments, together with distributions from any net
realized short-term securities gains and all or a portion of any gain
realized from the sale or other disposition of certain market discount bonds,
are taxable as ordinary income whether received in cash or reinvested in Fund
shares, if the beneficial holder of Fund shares is a citizen or resident of
the United States. No dividend paid by the Fund will qualify for the
dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains of the Fund
generally are taxable as long-term capital gains for Federal income tax
purposes if the beneficial holder of Fund shares is a citizen or resident of
the United States, regardless of how long shareholders have held their Fund
shares and whether such distributions are received in cash or reinvested in
Fund shares. The Code provides that the net capital gain of an individual
generally will not be subject to Federal
Page 14
income tax at a rate in excess of 28%. Under the Code, interest on
indebtedness incurred or continued to purchase or carry Fund shares which is
deemed to relate to exempt-interest dividends is not deductible.
Although all or a substantial portion of the dividends paid by the
Fund may be excluded by the beneficial holders of Institutional Shares from
their gross income for Federal income tax purposes, the Fund may purchase
specified private activity bonds, the interest from which may be (i) a
preference item for purposes of the alternative minimum tax, (ii) a component
of the "adjusted current earnings" preference item for purposes of the
corporate alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the extent to
which the Social Security benefits of a beneficial holder of Fund shares are
taxable. If the Fund purchases such securities, the portion of the Fund's
dividends related thereto will not necessarily be tax exempt to a beneficial
holder of Fund shares who is subject to the alternative minimum tax and/or
tax on Social Security benefits and may cause a beneficial holder of Fund
shares to be subject to such taxes.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund with respect to Institutional Shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by the Fund with respect to
Institutional 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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of each Fund believes that such 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 a 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.
Page 15
GENERAL INFORMATION
Dreyfus New York Municipal Cash Management was organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to an Agreement and Declaration of Trust dated
September 12, 1990, and commenced operations November 4, 1991. Dreyfus
Treasury Cash Management was organized as an unincorporated business trust
under the laws of the Commonwealth of Massachusetts pursuant to an Agreement
and Declaration of Trust dated June 4, 1986, and commenced operations on
September 4, 1986. Each Fund is authorized to issue an unlimited number of
shares of beneficial interest, 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.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the 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 a 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, each
Fund ordinarily will not hold shareholder meetings; however, shareholders
under certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Board members.
The Transfer Agent maintains a record of each Funds' 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 of
Trustees believes that such laws should not preclude a bank from acting on
behalf of clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or 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 its respective shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
Page 16
Although each Fund is offering only its own shares, it is possible
that one Fund might become liable for any misstatement in this Prospectus
about the other 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 the Fund's total assets, the Fund will not make any additional
investments.
FORWARD COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- The
Fund 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. The 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 cash, cash equivalents or U.S. Government
securities or other high quality liquid debt securities at least equal at all
times to the amount of the commitments will be established and maintained at
the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
REPURCHASE AGREEMENTS (DREYFUS TREASURY CASH MANAGEMENT ONLY) -- 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. The Fund may enter into
repurchase agreements with certain banks or non-bank dealers.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
ONLY) -- The Fund may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated maturities
in excess of 13 months, but which permit the holder to demand payment of
principal at any time or at specified intervals not exceeding 13 months, in
each case upon not more than 30 days' notice. Variable rate demand notes
include master demand notes which are obligations that permit the Fund to
invest fluctuating amounts, 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. Each obligation
purchased by the Fund will meet the quality criteria established for the
purchase of Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY) -- The Fund may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an
Page 18
irrevocable letter of credit or guarantee of a bank that the Fund's Board has
determined meets the prescribed quality standards for banks set forth below,
or the payment obligation otherwise will be collateralized by U.S. Government
securities. For certain participation interests, the Fund will have the right
to demand payment, on not more than seven days' notice, for all or any part of
the Fund's participation interest in the Municipal Obligation, plus accrued
interest. As to these instruments, the Fund intends to exercise its right to
demand payment only upon a default under the terms of the Municipal
Obligation, as needed to provide liquidity to meet redemptions, or to
maintain or improve the quality of its investment portfolio.
STAND-BY COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- The
Fund may acquire "stand-by commitments" with respect to Municipal Obligations
held in its portfolio. Under a stand-by commitment, the Fund obligates a
broker, dealer or bank to repurchase, at the Fund's option, specified
securities at a specified price and, in this respect, stand-by commitments
are comparable to put options. The exercise of a stand-by commitment,
therefore, is subject to the ability of the seller to make payment on demand.
The Fund will acquire stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise its rights thereunder for trading
purposes. The Fund may pay for stand-by commitments if such action is deemed
necessary, thus increasing to a degree the cost of the underlying Municipal
Obligation and similarly decreasing such security's yield to investors. Gains
realized in connection with stand-by commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- From
time to time, on a temporary basis other than for temporary defensive
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable short-term
investments ("Taxable Investments") consisting of: notes of issuers having,
at the time of purchase, a quality rating within the two highest grades of
Moody's, S&P or Fitch; obligations of the U.S. Government, its agencies or
instrumentalities; commercial paper rated not lower than P-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. Dividends paid by the Fund that are attributable to income earned
by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive
purposes, at no time will more than 20% of the value of the Fund's net assets
be invested in Taxable Investments. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable
instruments. Under normal market conditions, the Fund anticipates that not
more than 5% of the value of its total assets will be invested in any one
category of Taxable Investments. Taxable Investments are more fully described
in the Statement of Additional Information to which reference hereby is made.
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 such 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 a Fund desire to sell them when a ready
buyer is not available at a price such 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 19
COMBINED
PROSPECTUS
FOR
Dreyfus New York
Municipal
Cash Management
Dreyfus Treasury
Cash Management
[INSTITUTIONAL SHARES]
Registration Mark
Copy Rights 1996 Dreyfus Service Corporation
287p112096
Page 20
- ------------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
[ADMINISTRATIVE SHARES]
- ------------------------------------------------------------------------------
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT IS AN OPEN-END,
NON-DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY. DREYFUS TREASURY CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS"), IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY. EACH FUND IS KNOWN AS A MONEY
MARKET MUTUAL FUND. EACH FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS
WITH AS HIGH A LEVEL OF CURRENT INCOME (AS TO DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK CITY
PERSONAL INCOME TAXES) AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND
THE MAINTENANCE OF LIQUIDITY.
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 ADMINISTRATIVE SHARES OF A FUND, 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.
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 THE OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR CONVENIENCE TO PROVIDE
YOU THE OPPORTUNITY TO CONSIDER TWO 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 NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, FOR THE FUNDS' INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, 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 FUND. 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............................................... 5
Description of the Funds........................................ 6
Management of the Funds......................................... 9
How to Buy Administrative Shares................................ 10
Shareholder Services............................................ 11
How to Redeem Administrative Shares............................. 12
Service Plan.................................................... 13
Dividends, Distributions and Taxes.............................. 14
General Information............................................. 16
Appendix........................................................ 18
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of each
Fund's Administrative Shares, based upon each Fund's operating expenses for
its most recent year end.
ADMINISTRATIVE
SHARES
Management Fees......................................... .20%
12b-1 Fees.............................................. .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
- ------------------------------------------------------------------------------
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 each 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
each Fund's Service Plan at the annual rate of .10 of 1% of the average daily
net assets of such Fund's 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 Administrative
Shares," and "Service Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
Currently, each Fund offers three classes of shares to investors in
addition to Administrative Shares. Prior to September, 1993, each Fund only
offered one class of shares, which class is now known as Institutional
Shares. The information set forth below pertains to each Fund's Institutional
Shares, which are not offered through this Prospectus. No financial data is
shown for Administrative Shares because that class of shares had not
commenced operations as of the date of this Prospectus.
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors, whose reports thereon appear in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Beneficial Interest of each Fund's Institutional Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from each Fund's
financial statements.
Dreyfus New York Municipal Cash Management_Institutional Shares
--------------------------------------------------------------------------
Year Ended July 31,
--------------------------------------------------------------------------
1992(1) 1993 1994 1995 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PER SHARE 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 4
<TABLE>
<CAPTION>
DREYFUS TREASURY CASH MANAGEMENT--INSTITUTIONAL SHARES
------------------------------------------------------------------------------------------------------
Year Ended July 31,
------------------------------------------------------------------------------------------------------
1987(1) 1988 1989 1990 1991 1992 1993 1994 1995 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<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 .053 .066 .085 .082 .069 .045 .031 .032 .052 .054
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Distributions:
Dividends from investment
income-net (.053) (.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 6.00%(2) 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%(2) .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment
income to average
net assets 5.93%(2) 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 .10% .06% .05% .07% .06% .05% .04% .01% .-- .--
Net Assets, end of year
(000's omitted) $483,360 $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
(1)From September 4, 1986 (commencement of operations) to July 31, 1987.
(2)Annualized.
</TABLE>
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 the
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 each
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.
Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate (in the case of the Fund, typically
the combined highest 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.
Page 5
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
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING ADMINISTRATIVE SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL
OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE ADMINISTRATIVE
SHARES OF A FUND. 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
Administrative Shares, to the extent required by law.
INVESTMENT OBJECTIVE
The investment objective of Dreyfus New York Municipal Cash
Management is to provide investors with as high a level of current income
exempt from Federal, New York State and New York City income taxes as is
consistent with the preservation of capital and the maintenance of liquidity.
To accomplish this objective, 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 debt securities the interest from which is, in the opinion of bond
counsel to the issuer, exempt from Federal, but not New York State or New
York City, income tax.
The investment objective of Dreyfus Treasury Cash Management 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.
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. 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
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT-- 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 New York State and New York City
income taxes. See "Investment Considerations and Risks _ Investing in New
York Municipal Obligations" and "Dividends, Distributions and Taxes" below.
The Fund also may invest in Taxable Investments of the quality described
under "Appendix--Certain Portfolio Securities--Taxable Investments."
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a
Page 6
preference item to shareholders. The Fund may invest without limitation in
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
DREYFUS TREASURY CASH MANAGEMENT -- To achieve its goal, 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.
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 will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities. As to Dreyfus New York Municipal Cash
Management, the Fund may invest in securities determined in accordance with
procedures established by each Fund's Board to present minimal credit risks
and which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Board. The
nationally recognized statistical rating organizations currently rating
instruments of the type Dreyfus New York Municipal Cash Management may
purchase are Moody's Investors Service, Inc., Standard & Poor's Ratings Group,
a division of The McGraw-Hill Companies, Inc., Duff & Phelps Credit Rating
Co., Fitch Investors Service, L.P., 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.
MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY)
Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income tax.
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.
Municipal Obligations bear fixed, floating or variable rates of interest.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might be sold at a price less than
Page 7
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.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY) -- Investors should consider carefully the special risks
inherent in investing 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. 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. In January 1992, Moody's
lowered from A to Baa1 the ratings on certain appropriation-backed debt of
New York State and its agencies. The State's general obligation, state
guaranteed and New York State Local Government Assistance Corporation bonds
continue to be rated A by Moody's. In January 1992, S&P lowered from A to A-
the ratings of New York State general obligation bonds and stated that it
continued to assess the ratings outlook as negative. The ratings of various
agency debt, state moral obligations, contractual obligations, lease purchase
obligations and state guaranteed also were lowered. In February 1991, Moody's
lowered its rating on New York 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+. The
rating changes reflect the rating agencies' concerns about the financial
condition of New York State and City, the heavy debt load of the State and
City, and economic uncertainties in the region. 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 ONLY) --
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 another Fund or other investment companies
advised by The Dreyfus Corporation. If, however, such other
Page 8
Fund or 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 Fund or investment company. In some cases,
this procedure may adversely affect the size of the position obtained for or
disposed of by a Fund or the price paid or received by a 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 August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For the fiscal year ended July 31, 1996 for each Fund, 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 such Fund's 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 each 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 each Fund's Service Plan at the
annual rate of .10 of 1% of the average daily net assets of such Fund's
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, The Dreyfus 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 One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
Page 9
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., _____________ , San Francisco, California _____, is each Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY ADMINISTRATIVE SHARES
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 a Fund, Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury
Prime Cash Management or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among 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 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 comparable with a 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.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- The Fund's net asset value
per share is determined as of 12:00 Noon, New York time, on each day the New
York Stock Exchange is open for business. Net asset value per share of each
class of shares is computed by dividing the value of the Fund's net assets
repre-
Page 10
sented 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.
Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.
Telephone orders placed to Dreyfus Institutional Services Division
will become effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend declared on that day, if
the telephone order is placed by 12:00 Noon, New York time, and Federal Funds
are received by 4:00 p.m., New York time, on that day.
DREYFUS TREASURY CASH MANAGEMENT ONLY -- The Fund's net asset value per share
is determined as of 5:00 p.m., New York time/2:00 p.m., California time, on
each day 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.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the dividend declared
on that day if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the 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").
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Administrative
Shares of one Fund, Administrative Shares of the other Fund or of Dreyfus
Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management and Dreyfus Treasury Prime Cash Management, which have different
investment objectives that may be of interest to investors. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
fund into which the exchange is 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 Administrative Shares_Procedures."
Before any exchange, the investor must obtain and should review a
Page 11
copy of the current prospectus of the fund into which the exchange
is being made. Prospectuses 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 the Fund reserves the right, upon not
less than 60 days' written notice, to charge investors a nominal fee in
accordance with rules promulgated by the Securities and Exchange Commission.
Each Fund reserves the right to reject any exchange request in whole or in par
t. 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 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 a 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 one Fund, Administrative
Shares of the other Fund or of Dreyfus Cash Management, Dreyfus Cash
Management Plus, Inc., Dreyfus Government Cash Management, Dreyfus Municipal
Cash Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus
Treasury Prime Cash Management, 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 the 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 ADMINISTRATIVE 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.
The Funds do not 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 Fund's then-current net asset value.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- 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 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.
DREYFUS TREASURY CASH MANAGEMENT ONLY -- If a request for redemption is
received in proper form 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
Page 12
the shares will not receive the dividend declared on that 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 business day.
The 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.
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
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.
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 average daily net
assets of 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
Page 13
Service Plan and the basis on which such payments are made. The fee payable
for Servicing is intended to be a "service fee" as defined in Article III,
Section 26 of the NASD Rules of Fair Practice. The fees payable under the
Service Plan are payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent 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 Internal Revenue Code of 1986, as amended (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 Administrative Shares will be borne
exclusively by such Shares.
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund are taxable as ordinary income,
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
portion of the dividends or distributions declared by the Fund qualifies 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%. Dividends and
distributions may be subject to certain state and local taxes.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- Except for dividends from
Taxable Investments, the Fund anticipates that substantially all dividends
paid by the Fund will not be subject to Federal, New York State and New York
City personal income taxes. To the extent that investors are obligated to pay
state or local taxes outside of New York State and New York City, dividends
earned by an investment in the Fund may represent taxable income. Dividends
derived from Taxable Investments, together with distributions from any net
realized short-term securities gains and all or a portion of any gain
realized from the sale or other disposition of certain market discount bonds,
are taxable as ordinary income whether received in cash or reinvested in Fund
shares, if the beneficial holder of Fund shares is a citizen or resident of
the United States. No dividend paid by the Fund will qualify for the
dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains of the Fund
generally are taxable as long-term capital gains for Federal income tax
purposes if the beneficial holder of Fund shares is a citizen or resident of
the United States, regardless of how long shareholders have held their Fund
shares and whether such distributions are received in cash or reinvested in
Fund
Page 14
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%. Under the Code, interest on indebtedness incurred or continued to
purchase or carry Fund shares which is deemed to relate to exempt-interest
dividends is not deductible.
Although all or a substantial portion of the dividends paid by the
Fund may be excluded by the beneficial holders of Administrative Shares from
their gross income for Federal income tax purposes, the Fund may purchase
specified private activity bonds, the interest from which may be (i) a
preference item for purposes of the alternative minimum tax, (ii) a component
of the "adjusted current earnings" preference item for purposes of the
corporate alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the extent to
which the Social Security benefits of a beneficial holder of Fund shares are
taxable. If the Fund purchases such securities, the portion of the Fund's
dividends related thereto will not necessarily be tax exempt to a beneficial
holder of Fund shares who is subject to the alternative minimum tax and/or
tax on Social Security benefits and may cause a beneficial holder of Fund
shares to be subject to such taxes.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund with respect to Administrative Shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by the Fund with respect to
Administrative 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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Page 15
Management of each Fund believes that such 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 a 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 New York Municipal Cash Management was organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to an Agreement and Declaration of Trust dated
September 12, 1990, and commenced operations November 4, 1991. Dreyfus
Treasury Cash Management was organized as an unincorporated business trust
under the laws of the Commonwealth of Massachusetts pursuant to an Agreement
and Declaration of Trust dated June 4, 1986, and commenced operations on
September 4, 1986. Each Fund is authorized to issue an unlimited number of
shares of beneficial interest, 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.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the 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 a 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, each
Fund ordinarily will not hold shareholder meetings; however, shareholders
under certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Board members.
The Transfer Agent maintains a record of each Funds' 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 of
Trustees believes that such laws should not preclude a bank from acting on
behalf of clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
Page 16
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 its 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 one Fund might become liable for any misstatement in this Prospectus
about the other 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 the Fund's total assets, the Fund will not make any additional
investments.
FORWARD COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- The
Fund 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. The 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 cash, cash equivalents or U.S. Government
securities or other high quality liquid debt securities at least equal at all
times to the amount of the commitments will be established and maintained at
the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
REPURCHASE AGREEMENTS (DREYFUS TREASURY CASH MANAGEMENT ONLY) -- 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. The Fund may enter into
repurchase agreements with certain banks or non-bank dealers.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
ONLY) -- The Fund may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated maturities
in excess of 13 months, but which permit the holder to demand payment of
principal at any time or at specified intervals not exceeding 13 months, in
each case upon not more than 30 days' notice. Variable rate demand notes
include master demand notes which are obligations that permit the Fund to
invest fluctuating amounts, 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. Each obligation
purchased by the Fund will meet the quality criteria established for the
purchase of Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY) -- The Fund may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an
Page 18
irrevocable letter of credit or guarantee of a bank that the Fund's Board has
determined meets the prescribed quality standards for banks set forth below,
or the payment obligation otherwise will be collateralized by U.S. Government
securities. For certain participation interests, the Fund will have the right
to demand payment, on not more than seven days' notice, for all or any part
of the Fund's participation interest in the Municipal Obligation, plus
accrued interest. As to these instruments, the Fund intends to exercise its
right to demand payment only upon a default under the terms of the Municipal
Obligation, as needed to provide liquidity to meet redemptions, or to maintain
or improve the quality of its investment portfolio.
STAND-BY COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- The
Fund may acquire "stand-by commitments" with respect to Municipal Obligations
held in its portfolio. Under a stand-by commitment, the Fund obligates a
broker, dealer or bank to repurchase, at the Fund's option, specified
securities at a specified price and, in this respect, stand-by commitments
are comparable to put options. The exercise of a stand-by commitment,
therefore, is subject to the ability of the seller to make payment on demand.
The Fund will acquire stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise its rights thereunder for trading
purposes. The Fund may pay for stand-by commitments if such action is deemed
necessary, thus increasing to a degree the cost of the underlying Municipal
Obligation and similarly decreasing such security's yield to investors. Gains
realized in connection with stand-by commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- From
time to time, on a temporary basis other than for temporary defensive
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable short-term
investments ("Taxable Investments") consisting of: notes of issuers having,
at the time of purchase, a quality rating within the two highest grades of
Moody's, S&P or Fitch; obligations of the U.S. Government, its agencies or
instrumentalities; commercial paper rated not lower than P-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. Dividends paid by the Fund that are attributable to income earned
by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive
purposes, at no time will more than 20% of the value of the Fund's net assets
be invested in Taxable Investments. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable
instruments. Under normal market conditions, the Fund anticipates that not
more than 5% of the value of its total assets will be invested in any one
category of Taxable Investments. Taxable Investments are more fully described
in the Statement of Additional Information to which reference hereby is made.
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 such 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 a Fund desire to sell them when a ready
buyer is not available at a price such 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 19
COMBINED
PROSPECTUS
FOR
Dreyfus New York
Municipal
Cash Management
Dreyfus Treasury
Cash Management
[ADMINISTRATIVE SHARES]
Registration Mark
Copy Rights 1996 Dreyfus Service Corporation
287p112096
Page 20
- ------------------------------------------------------------------------------
COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
[INVESTOR SHARES]
- ------------------------------------------------------------------------------
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT IS AN OPEN-END,
NON-DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY. DREYFUS TREASURY CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS"), IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY. EACH FUND IS KNOWN AS A MONEY
MARKET MUTUAL FUND. EACH FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS
WITH AS HIGH A LEVEL OF CURRENT INCOME (AS TO DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK CITY
PERSONAL INCOME TAXES) AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND
THE MAINTENANCE OF LIQUIDITY.
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 INVESTOR SHARES OF A FUND, 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.
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 THE OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR CONVENIENCE TO PROVIDE
YOU THE OPPORTUNITY TO CONSIDER TWO 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 NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, FOR THE FUNDS' INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, 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 FUND. 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............................................... 6
Description of the Funds........................................ 6
Management of the Funds......................................... 9
How to Buy Investor Shares...................................... 10
Shareholder Services............................................ 12
How to Redeem Investor Shares................................... 13
Service Plan.................................................... 14
Dividends, Distributions and Taxes.............................. 14
General Information............................................. 16
Appendix........................................................ 18
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of each
Fund's Investor Shares, based upon each Fund's operating expenses for its
most recent year end.
INVESTOR
SHARES
Management Fees................................................ .20%
12b-1 Fees..................................................... .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
- ------------------------------------------------------------------------------
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 each 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 each Fund's
Service Plan at the annual rate of .25 of 1% of the average daily net assets
of such Fund's 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 Investor 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, whose reports thereon appear in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Beneficial Interest of each Fund's Investor Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from each Fund's
financial statements.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
----------------------------------------------
YEAR ENDED JULY 31,
----------------------------------------------
PER SHARE DATA: 1994(1) 1995 1996
------- ------- -------
<S> <C> <C> <C>
Net asset value, beginning of year $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
======= ======= =======
TOTAL INVESTMENT RETURN 2.02%(2) 3.20% 3.18%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets .45%(2) .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 4
<TABLE>
<CAPTION>
DREYFUS TREASURY CASH MANAGEMENT
----------------------------------------------
YEAR ENDED JULY 31,
----------------------------------------------
1994(1) 1995 1996
------- ------- -------
<S> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year $1.00 $1.00 $1.00
------- ------- -------
Investment Operations:
Investment income--net .018 .050 .051
------- ------- -------
Distributions:
Dividends from investment income-net (.018) (.050) (.051)
------- ------- -------
Net asset value, end of year $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%
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>
Page 5
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 the 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 each
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.
Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate (in the case of the Fund, typically
the combined highest 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
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING INVESTOR SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL OR
ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE INVESTOR SHARES OF A
FUND. 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 Investor Shares, to the
extent required by law.
INVESTMENT OBJECTIVE
The investment objective of Dreyfus New York Municipal Cash
Management is to provide investors with as high a level of current income
exempt from Federal, New York State and New York City income taxes as is
consistent with the preservation of capital and the maintenance of liquidity.
To accomplish this objective, 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 debt securities the interest from which is, in the opinion of bond
counsel to the issuer, exempt from Federal, but not New York State or New
York City, income tax.
The investment objective of Dreyfus Treasury Cash Management 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.
Page 6
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. 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
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT-- 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 New York State and New York City
income taxes. See "Investment Considerations and Risks _ Investing in New
York Municipal Obligations" and "Dividends, Distributions and Taxes" below.
The Fund also may invest in Taxable Investments of the quality described
under "Appendix--Certain Portfolio Securities--Taxable Investments."
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a preference item to shareholders. The Fund may invest
without limitation in Municipal Obligations the interest from which gives
rise to a preference item for the purpose of the alternative minimum tax if
The Dreyfus Corporation determines that their purchase is consistent with the
Fund's investment objective.
DREYFUS TREASURY CASH MANAGEMENT -- To achieve its goal, 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.
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 will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities. As to Dreyfus New York Municipal Cash
Management, the Fund may invest in securities determined in accordance with
procedures established by each Fund's Board to present minimal credit risks
and which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Board. The
nationally recognized statistical rating organizations currently rating
instruments of the type Dreyfus New York Municipal Cash Management may
purchase are Moody's Investors Service, Inc., Standard & Poor's Ratings Group,
a division of The McGraw-Hill Companies, Inc., Duff & Phelps Credit Rating
Co., Fitch Investors Service, L.P., 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.
Page 7
MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY)
Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income tax.
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.
Municipal Obligations bear fixed, floating or variable rates of interest.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might be sold at a price less than its cost. Similarly, if interest
rates have declined from the time a security was purchased, such security, if
sold, might be sold at a price greater than its purchase cost. In either
instance, if the security was purchased at face value and held to maturity,
no gain or loss would be realized.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY) -- Investors should consider carefully the special risks
inherent in investing 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. 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. In
Page 8
January 1992, Moody's lowered from A to Baa1 the ratings on certain
appropriation-backed debt of New York State and its agencies. The State's
general obligation, state guaranteed and New York State Local Government
Assistance Corporation bonds continue to be rated A by Moody's. In January
1992, S&P lowered from A to A- the ratings of New York State general
obligation bonds and stated that it continued to assess the ratings outlook
as negative. The ratings of various agency debt, state moral obligations,
contractual obligations, lease purchase obligations and state guaranteed also
were lowered. In February 1991, Moody's lowered its rating on New York 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+. The rating changes reflect the rating
agencies' concerns about the financial condition of New York State and City,
the heavy debt load of the State and City, and economic uncertainties in the
region. 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 ONLY) --
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 another Fund or other investment companies
advised by The Dreyfus Corporation. If, however, such other Fund or
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 Fund or investment company. In some cases, this procedure
may adversely affect the size of the position obtained for or disposed of by
a Fund or the price paid or received by a 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 August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June
Page 9
30, 1996, Mellon, through various subsidiaries, provided non-investment
services, such as custodial or administration services, for more than $876
billion in assets, including approximately $57 billion in mutual fund assets.
For the fiscal year ended July 31, 1996 for each Fund, 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 such Fund's 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 each 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 each Fund's Service Plan with respect to
such class of shares at the annual rate of .25 of 1% of the average daily net
assets of such Fund's 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, The Dreyfus 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 One Exchange Place, 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., _____________ , San Francisco, California _____, is each Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY INVESTOR SHARES
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 a Fund, Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury
Prime Cash Management or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among any class of shares
of the funds identified above. There is no minimum for subsequent purchases.
The initial investment
Page 10
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 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
comparable with a 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.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- The Fund's net asset value
per share is determined as of 12:00 Noon, New York time, on each day the New
York Stock Exchange is open for business. Net asset value per share of each
class 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.
Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.
Telephone orders placed to Dreyfus Institutional Services Division
will become effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend declared on that day, if
the telephone order is placed by 12:00 Noon, New York time, and Federal Funds
are received by 4:00 p.m., New York time, on that day.
DREYFUS TREASURY CASH MANAGEMENT ONLY -- The Fund's net asset value per share
is determined as of 5:00 p.m., New York time/2:00 p.m., California time, on
each day 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.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend
Page 11
declared on that day, if such order is placed by 5:00 p.m., New York time,
and Federal Funds are received by the Custodian by 6:00 p.m., New York time,
on that day. A telephone order placed to Dreyfus Institutional Services
Division in California will become effective at the price determined at
1:00 p.m., California time, and the shares purchased will receive the dividend
declared on that day if such order is placed by 12:00 Noon, California time,
and Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the 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").
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Investor Shares
of one Fund, Investor Shares of the other Fund or of Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management and Dreyfus Treasury
Prime Cash Management, which have different investment objectives that may be
of interest to investors. Upon an exchange into a new account the following
shareholder services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the exchange is 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 Investor Shares_Procedures."
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling one of the 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 the Fund reserves the right, upon not less than 60
days' written notice, to charge investors a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission. 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 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 a 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 one Fund, Investor Shares of the
other Fund or of Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc.,
Dreyfus Government Cash Management, Dreyfus Institutional Short Term
Treasury Fund, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt
Cash Management, and Dreyfus Treasury Prime Cash Management, 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 the Dreyfus Institutional Services Division, EAB
Plaza, 144
Page 12
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 INVESTOR 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.
The Funds do not 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 Fund's then-current net asset value.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- 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 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.
DREYFUS TREASURY CASH MANAGEMENT ONLY -- If a request for redemption is
received in proper form 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 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 business day.
The 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.
PROCEDURES
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
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.
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 call-
Page 13
ing 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 are subject to a 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 average daily net assets of 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. The fee
payable for Servicing is intended to be a "service fee" as defined in Article
III, Section 26 of the NASD Rules of Fair Practice. The fees payable under
the Service Plan are payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Fund ordinarily declares dividends from net Investment income on
each day the New York Stock Exchange or the Transfer Agent 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 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 Internal Revenue Code of
1986, as amended (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 Investor Shares will be borne exclusively
by such Shares.
Page 14
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund are taxable as ordinary income,
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 portion of
the dividends or distributions declared by the Fund qualifies 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%. Dividends and
distributions may be subject to certain state and local taxes.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- Except for dividends from
Taxable Investments, the Fund anticipates that substantially all dividends
paid by the Fund will not be subject to Federal, New York State and New York
City personal income taxes. To the extent that investors are obligated to pay
state or local taxes outside of New York State and New York City, dividends
earned by an investment in the Fund may represent taxable income. Dividends
derived from Taxable Investments, together with distributions from any net
realized short-term securities gains and all or a portion of any gain
realized from the sale or other disposition of certain market discount bonds,
are taxable as ordinary income whether received in cash or reinvested in Fund
shares, if the beneficial holder of Fund shares is a citizen or resident of
the United States. No dividend paid by the Fund will qualify for the
dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains of the Fund
generally are taxable as long-term capital gains for Federal income tax
purposes if the beneficial holder of Fund shares is a citizen or resident of
the United States, regardless of how long shareholders have held their Fund
shares and whether such distributions are received in cash or reinvested in
Fund shares. The Code provides that the net capital gain of an individual
generally will not be subject to Federal income tax at a rate in excess of
28%. Under the Code, interest on indebtedness incurred or continued to
purchase or carry Fund shares which is deemed to relate to exempt-interest
dividends is not deductible.
Although all or a substantial portion of the dividends paid by the
Fund may be excluded by the beneficial holders of Investor Shares from their
gross income for Federal income tax purposes, the Fund may purchase specified
private activity bonds, the interest from which may be (i) a preference item
for purposes of the alternative minimum tax, (ii) a component of the
"adjusted current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the corporate
environmental tax or (iii) a factor in determining the extent to which the
Social Security benefits of a beneficial holder of Fund shares are taxable.
If the Fund purchases such securities, the portion of the Fund's dividends
related thereto will not necessarily be tax exempt to a beneficial holder of
Fund shares who is subject to the alternative minimum tax and/or tax on
Social Security benefits and may cause a beneficial holder of Fund shares to
be subject to such taxes.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund with respect to Investor Shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by the Fund with respect to
Investor 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.
Page 15
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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of each Fund believes that such 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 a 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 New York Municipal Cash Management was organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to an Agreement and Declaration of Trust dated
September 12, 1990, and commenced operations November 4, 1991. Dreyfus
Treasury Cash Management was organized as an unincorporated business trust
under the laws of the Commonwealth of Massachusetts pursuant to an Agreement
and Declaration of Trust dated June 4, 1986, and commenced operations on
September 4, 1986. Each Fund is authorized to issue an unlimited number of
shares of beneficial interest, 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.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the 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 a 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 sharehold-
Page 16
er 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, each Fund ordinarily will not hold
shareholder meetings; however, shareholders under certain circumstances may
have the right to call a meeting of shareholders for the purpose of voting to
remove Board members.
The Transfer Agent maintains a record of each Funds' 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 of
Trustees believes that such laws should not preclude a bank from acting on
behalf of clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or 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 its 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 one Fund might become liable for any misstatement in this Prospectus
about the other 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 the Fund's total assets, the Fund will not make any additional
investments.
FORWARD COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- The
Fund 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. The 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 cash, cash equivalents or U.S. Government
securities or other high quality liquid debt securities at least equal at all
times to the amount of the commitments will be established and maintained at
the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
REPURCHASE AGREEMENTS (DREYFUS TREASURY CASH MANAGEMENT ONLY) -- 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. The Fund may enter into
repurchase agreements with certain banks or non-bank dealers.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
ONLY) -- The Fund may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated maturities
in excess of 13 months, but which permit the holder to demand payment of
principal at any time or at specified intervals not exceeding 13 months, in
each case upon not more than 30 days' notice. Variable rate demand notes
include master demand notes which are obligations that permit the Fund to
invest fluctuating amounts, 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. Each obligation
purchased by the Fund will meet the quality criteria established for the
purchase of Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY) -- The Fund may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an
Page 18
irrevocable letter of credit or guarantee of a bank that the Fund's Board has
determined meets the prescribed quality standards for banks set forth below,
or the payment obligation otherwise will be collateralized by U.S. Government
securities. For certain participation interests, the Fund will have the right
to demand payment, on not more than seven days' notice, for all or any part
of the Fund's participation interest in the Municipal Obligation, plus accrued
interest. As to these instruments, the Fund intends to exercise its right to
demand payment only upon a default under the terms of the Municipal
Obligation, as needed to provide liquidity to meet redemptions, or to maintain
or improve the quality of its investment portfolio.
STAND-BY COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- The
Fund may acquire "stand-by commitments" with respect to Municipal Obligations
held in its portfolio. Under a stand-by commitment, the Fund obligates a
broker, dealer or bank to repurchase, at the Fund's option, specified
securities at a specified price and, in this respect, stand-by commitments
are comparable to put options. The exercise of a stand-by commitment,
therefore, is subject to the ability of the seller to make payment on demand.
The Fund will acquire stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise its rights thereunder for trading
purposes. The Fund may pay for stand-by commitments if such action is deemed
necessary, thus increasing to a degree the cost of the underlying Municipal
Obligation and similarly decreasing such security's yield to investors. Gains
realized in connection with stand-by commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- From
time to time, on a temporary basis other than for temporary defensive
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable short-term
investments ("Taxable Investments") consisting of: notes of issuers having,
at the time of purchase, a quality rating within the two highest grades of
Moody's, S&P or Fitch; obligations of the U.S. Government, its agencies or
instrumentalities; commercial paper rated not lower than P-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. Dividends paid by the Fund that are attributable to income earned
by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive
purposes, at no time will more than 20% of the value of the Fund's net assets
be invested in Taxable Investments. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable
instruments. Under normal market conditions, the Fund anticipates that not
more than 5% of the value of its total assets will be invested in any one
category of Taxable Investments. Taxable Investments are more fully described
in the Statement of Additional Information to which reference hereby is made.
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 such 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 a Fund desire to sell them when a ready
buyer is not available at a price such 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 19
COMBINED
PROSPECTUS
FOR
Dreyfus New York
Municipal
Cash Management
Dreyfus Treasury
Cash Management
[INVESTOR SHARES]
Registration Mark
Copy Rights 1996 Dreyfus Service Corporation
287p112096
Page 20
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COMBINED PROSPECTUS NOVEMBER 20, 1996
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
[PARTICIPANT SHARES]
- ------------------------------------------------------------------------------
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT IS AN OPEN-END,
NON-DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY. DREYFUS TREASURY CASH
MANAGEMENT (EACH, A "FUND" AND COLLECTIVELY, THE "FUNDS"), IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY. EACH FUND IS KNOWN AS A MONEY
MARKET MUTUAL FUND. EACH FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS
WITH AS HIGH A LEVEL OF CURRENT INCOME (AS TO DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT, WHICH IS EXEMPT FROM FEDERAL, NEW YORK STATE AND NEW YORK CITY
PERSONAL INCOME TAXES) AS IS CONSISTENT WITH THE PRESERVATION OF CAPITAL AND
THE MAINTENANCE OF LIQUIDITY.
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 PARTICIPANT SHARES OF A FUND, 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.
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 THE OTHER FUND.
THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR CONVENIENCE TO PROVIDE
YOU THE OPPORTUNITY TO CONSIDER TWO 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 NOVEMBER 20, 1996, WHICH
MAY BE REVISED FROM TIME TO TIME, FOR THE FUNDS' INSTITUTIONAL SHARES,
ADMINISTRATIVE SHARES, INVESTOR SHARES AND PARTICIPANT SHARES, 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 FUND. 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............................................... 5
Description of the Funds........................................ 6
Management of the Funds......................................... 9
How to Buy Participant Shares................................... 10
Shareholder Services............................................ 11
How to Redeem Participant Shares................................ 12
Service Plan.................................................... 13
Dividends, Distributions and Taxes.............................. 14
General Information............................................. 16
Appendix........................................................ 18
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
The following table lists the annual costs and expenses that an
investor will incur either directly or indirectly as a shareholder of each
Fund's Participant Shares, based upon each Fund's operating expenses for its
most recent year end.
PARTICIPANT
SHARES
Management Fees....................................... .20%
12b-1 Fees............................................ .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
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, 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 each Fund: (i) 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 each
Fund's Service Plan at the annual rate of .40 of 1% of the average daily net
assets of such Fund's 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 Participant
Shares," and "Service Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
Currently, each Fund offers three classes of shares to investors in
addition to Participant Shares. Prior to September, 1993, each Fund only
offered one class of shares, which class is now known as Institutional
Shares. The information set forth below pertains to each Fund's Institutional
Shares, which are not offered through this Prospectus. No financial data is
shown for Participant Shares because that class of shares had not commenced
operations as of the date of this Prospectus.
The information in the following tables has been audited by Ernst &
Young LLP, each Fund's independent auditors, whose reports thereon appear in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Beneficial Interest of each Fund's Institutional Shares outstanding, total
investment return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived from each Fund's
financial statements.
Dreyfus New York Municipal Cash Management
--------------------------------------------------------------------------
Year Ended July 31,
--------------------------------------------------------------------------
1992(1) 1993 1994 1995 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PER SHARE 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 4
<TABLE>
<CAPTION>
DREYFUS TREASURY CASH MANAGEMENT
------------------------------------------------------------------------------------------------------
Year Ended July 31,
------------------------------------------------------------------------------------------------------
1987(1) 1988 1989 1990 1991 1992 1993 1994 1995 1996
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<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 .053 .066 .085 .082 .069 .045 .031 .032 .052 .054
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Distributions:
Dividends from investment
income-net (.053) (.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 6.00%(2) 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%(2) .20% .20% .20% .20% .20% .20% .20% .20% .20%
Ratio of net investment
income to average
net assets 5.93%(2) 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 .10% .06% .05% .07% .06% .05% .04% .01% -- --
Net Assets, end of year
(000's omitted) $483,360 $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
(1)From September 4, 1986 (commencement of operations) to July 31, 1987.
(2)Annualized.
</TABLE>
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 the 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 each
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.
Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate (in the case of the Fund, typically
the combined highest 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.
Page 5
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
INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER" REFER TO THE INSTITUTION
PURCHASING PARTICIPANT SHARES OF A FUND AND DO NOT REFER TO ANY INDIVIDUAL OR
ENTITY FOR WHOSE ACCOUNT THE INSTITUTION MAY PURCHASE PARTICIPANT SHARES OF A
FUND. 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 Participant Shares, to the
extent required by law.
INVESTMENT OBJECTIVE
The investment objective of Dreyfus New York Municipal Cash
Management is to provide investors with as high a level of current income
exempt from Federal, New York State and New York City income taxes as is
consistent with the preservation of capital and the maintenance of liquidity.
To accomplish this objective, 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 debt securities the interest from which is, in the opinion of bond
counsel to the issuer, exempt from Federal, but not New York State or New
York City, income tax.
The investment objective of Dreyfus Treasury Cash Management 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.
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. 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
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT-- 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 New York State and New York City
income taxes. See "Investment Considerations and Risks _ Investing in New
York Municipal Obligations" and "Dividends, Distributions and Taxes" below.
The Fund also may invest in Taxable Investments of the quality described
under "Appendix--Certain Portfolio Securities--Taxable Investments."
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company will be
treated as such a
Page 6
preference item to shareholders. The Fund may invest without limitation in
Municipal Obligations the interest from which gives rise to a preference item
for the purpose of the alternative minimum tax if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
DREYFUS TREASURY CASH MANAGEMENT -- To achieve its goal, 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.
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 will maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities. As to Dreyfus New York Municipal Cash
Management, the Fund may invest in securities determined in accordance with
procedures established by each Fund's Board to present minimal credit risks
and which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the instrument was rated by only
one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Board. The
nationally recognized statistical rating organizations currently rating
instruments of the type Dreyfus New York Municipal Cash Management may
purchase are Moody's Investors Service, Inc., Standard & Poor's Ratings Group,
a division of The McGraw-Hill Companies, Inc., Duff & Phelps Credit Rating
Co., Fitch Investors Service, L.P., 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.
MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY)
Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which is, in the
opinion of bond counsel to the issuer, exempt from Federal income tax.
Municipal Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial development
bonds issued by or on behalf of public authorities. Municipal Obligations are
classified as general obligation bonds, revenue bonds and notes. General
obligation bonds are secured by the issuer's pledge of its faith, credit and
taxing power for the payment of principal and interest. Revenue bonds are
payable from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source, but not from the general taxing power. Tax exempt
industrial development bonds, in most cases, are revenue bonds that generally
do not carry the pledge of the credit of the issuing municipality, but
generally are guaranteed by the corporate entity on whose behalf they are
issued. Notes are short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a bond sale,
collection of taxes or receipt of other revenues. Municipal Obligations
include municipal lease/purchase agreements which are similar to installment
purchase contracts for property or equipment issued by municipalities.
Municipal Obligations bear fixed, floating or variable rates of interest.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Each Fund may attempt to increase yields by trading to take
advantage of short-term market variations. This could result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term debt
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might be sold at a price less than
Page 7
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.
INVESTING IN NEW YORK MUNICIPAL OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY) -- Investors should consider carefully the special risks
inherent in investing 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. 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. In January 1992, Moody's
lowered from A to Baa1 the ratings on certain appropriation-backed debt of
New York State and its agencies. The State's general obligation, state
guaranteed and New York State Local Government Assistance Corporation bonds
continue to be rated A by Moody's. In January 1992, S&P lowered from A to A-
the ratings of New York State general obligation bonds and stated that it
continued to assess the ratings outlook as negative. The ratings of various
agency debt, state moral obligations, contractual obligations, lease purchase
obligations and state guaranteed also were lowered. In February 1991, Moody's
lowered its rating on New York 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+. The
rating changes reflect the rating agencies' concerns about the financial
condition of New York State and City, the heavy debt load of the State and
City, and economic uncertainties in the region. 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 ONLY) --
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 another Fund or other investment companies
advised by The Dreyfus Corporation. If, however, such other
Page 8
Fund or 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 Fund or investment company. In some cases,
this procedure may adversely affect the size of the position obtained for or
disposed of by a Fund or the price paid or received by a 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 August 31, 1996, The Dreyfus Corporation
managed or administered approximately $79 billion in assets for more than 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in proprietary mutual fund assets. As of June 30, 1996, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $876 billion in assets,
including approximately $57 billion in mutual fund assets.
For the fiscal year ended July 31, 1996 for each Fund, 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 such Fund's 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 each 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 each Fund's Service Plan at the annual
rate of .40 of 1% of the average daily net assets of such Fund's 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, The Dreyfus 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 One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
Page 9
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., _____________ , San Francisco, California _____, is each Fund's
Sub-custodian (the "Sub-custodian").
HOW TO BUY PARTICIPANT SHARES
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 a Fund, Dreyfus Cash Management,
Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash Management,
Dreyfus Institutional Short Term Treasury Fund, Dreyfus Municipal Cash
Management Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury
Prime Cash Management or (b) the investor has, in the opinion of Dreyfus
Institutional Services Division, adequate intent and availability of funds to
reach a future level of investment of $10,000,000 among 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
comparable with a 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.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- The Fund's net asset value
per share is determined as of 12:00 Noon, New York time, on each day the New
York Stock Exchange is open for business. Net asset value per share of each
class 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 10
Except in the case of telephone orders, investors whose payments
are received in or converted into Federal Funds by 12:00 Noon, New York time,
by the Custodian will receive the dividend declared that day. Investors whose
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Custodian will begin to accrue dividends on the
following business day.
Telephone orders placed to Dreyfus Institutional Services Division
will become effective at the price determined at 12:00 Noon, New York time,
and the shares purchased will receive the dividend declared on that day, if
the telephone order is placed by 12:00 Noon, New York time, and Federal Funds
are received by 4:00 p.m., New York time, on that day.
DREYFUS TREASURY CASH MANAGEMENT ONLY -- The Fund's net asset value per share
is determined as of 5:00 p.m., New York time/2:00 p.m., California time, on
each day 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.
Except in the case of telephone orders, investors whose payments are
received in or converted into Federal Funds by 12:00 Noon, New York time, by
the Custodian or received in Federal Funds by 12:00 Noon, California time, by
the Sub-custodian, will receive the dividend declared that day. Investors
whose payments are received in or converted into Federal Funds after 12:00
Noon, New York time, by the Custodian, or received in Federal Funds after
12:00 Noon, California time, by the Sub-custodian, will begin to accrue
dividends on the following business day.
A telephone order placed to Dreyfus Institutional Services Division
in New York will become effective at the price determined at 5:00 p.m., New
York time, and the shares purchased will receive the dividend declared on
that day, if such order is placed by 5:00 p.m., New York time, and Federal
Funds are received by the Custodian by 6:00 p.m., New York time, on that day.
A telephone order placed to Dreyfus Institutional Services Division in
California will become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the dividend declared
on that day if such order is placed by 12:00 Noon, California time, and
Federal Funds are received by the Sub-custodian by 4:00 p.m., California
time, on that day.
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or reopening an account.
See "Dividends, Distributions and Taxes" and the 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").
SHAREHOLDER SERVICES
FUND EXCHANGES -- An investor may purchase, in exchange for Participant
Shares of one Fund, Participant Shares of the other Fund or of Dreyfus Cash
Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash
Management, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management and Dreyfus Treasury Prime Cash Management, which have different
investment objectives that may be of interest to investors. Upon an exchange
into a new account the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
fund into which the exchange is 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 Participant Shares_Procedures."
Before any exchange, the investor must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling one of the telephone numbers listed
under "General Information" in this Prospectus. Shares will be
Page 11
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 the Fund reserves the right, upon not less
than 60 days' written notice, to charge investors a nominal fee in accordance
with rules promulgated by the Securities and Exchange Commission. 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 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 a 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 one Fund, Participant Shares of
the other Fund or of Dreyfus Cash Management, Dreyfus Cash Management Plus,
Inc., Dreyfus Government Cash Management, Dreyfus Municipal Cash Management
Plus, Dreyfus Tax Exempt Cash Management, and Dreyfus Treasury Prime Cash
Management, 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 the 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 PARTICIPANT 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.
The Funds do not 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 Fund's then-current net asset value.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- 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 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.
DREYFUS TREASURY CASH MANAGEMENT ONLY -- If a request for redemption is
received in proper form 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 the request is received later that day in New York
Page 12
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.
The 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.
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.
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 average daily net
assets of 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. The fee payable for Servicing is intended to be a "service
fee" as defined in Article III,
Page 13
Section 26 of the NASD Rules of Fair Practice. The fees payable under the
Service Plan are payable without regard to actual expenses incurred.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent 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 Internal Revenue Code of
1986, as amended (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 Participant 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 Participant Shares will be borne
exclusively by such Shares.
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund are taxable as ordinary income,
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
portion of the dividends or distributions declared by the Fund qualifies 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%. Dividends and
distributions may be subject to certain state and local taxes.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY -- Except for dividends from
Taxable Investments, the Fund anticipates that substantially all dividends
paid by the Fund will not be subject to Federal, New York State and New York
City personal income taxes. To the extent that investors are obligated to pay
state or local taxes outside of New York State and New York City, dividends
earned by an investment in the Fund may represent taxable income. Dividends
derived from Taxable Investments, together with distributions from any net
realized short-term securities gains and all or a portion of any gain
realized from the sale or other disposition of certain market discount bonds,
are taxable as ordinary income whether received in cash or reinvested in Fund
shares, if the beneficial holder of Fund shares is a citizen or resident of
the United States. No dividend paid by the Fund will qualify for the
dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains of the Fund
generally are taxable as long-term capital gains for Federal income tax
purposes if the beneficial holder of Fund shares is a citizen or resident of
the United States,
Page 14
regardless of how long shareholders have held their Fund
shares and whether such distributions are received in cash or reinvested in
Fund shares. The Code provides that the net capital gain of an individual
generally will not be subject to Federal income tax at a rate in excess of
28%. Under the Code, interest on indebtedness incurred or continued to
purchase or carry Fund shares which is deemed to relate to exempt-interest
dividends is not deductible.
Although all or a substantial portion of the dividends paid by the
Fund may be excluded by the beneficial holders of Participant Shares from
their gross income for Federal income tax purposes, the Fund may purchase
specified private activity bonds, the interest from which may be (i) a
preference item for purposes of the alternative minimum tax, (ii) a component
of the "adjusted current earnings" preference item for purposes of the
corporate alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the extent to
which the Social Security benefits of a beneficial holder of Fund shares are
taxable. If the Fund purchases such securities, the portion of the Fund's
dividends related thereto will not necessarily be tax exempt to a beneficial
holder of Fund shares who is subject to the alternative minimum tax and/or
tax on Social Security benefits and may cause a beneficial holder of Fund
shares to be subject to such taxes.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund with respect to Participant Shares
beneficially owned by a foreign person generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the foreign person
claims the benefit of a lower rate specified in a tax treaty. Distributions
from net realized long-term securities gains paid by the Fund with respect to
Participant 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.
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 the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of each Fund believes that such 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
Page 15
in the best interests of its shareholders. Such qualification relieves a 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 New York Municipal Cash Management was organized as an
unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to an Agreement and Declaration of Trust dated
September 12, 1990, and commenced operations November 4, 1991. Dreyfus
Treasury Cash Management was organized as an unincorporated business trust
under the laws of the Commonwealth of Massachusetts pursuant to an Agreement
and Declaration of Trust dated June 4, 1986, and commenced operations on
September 4, 1986. Each Fund is authorized to issue an unlimited number of
shares of beneficial interest, 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.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the 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 a 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, each
Fund ordinarily will not hold shareholder meetings; however, shareholders
under certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Board members.
The Transfer Agent maintains a record of each Funds' 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 of
Trustees believes that such laws should not preclude a bank from acting on
behalf of clients as contemplated by this Prospectus. However, judicial or
administrative decisions or interpretations of such laws, as well as changes
in either Federal or state statutes or regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank from continuing to perform all or a part of the activities
contemplated by this Prospectus. If a bank were prohibited from so acting, its
Page 16
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 its 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 one Fund might become liable for any misstatement in this Prospectus
about the other 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 the Fund's total assets, the Fund will not make any additional
investments.
FORWARD COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- The
Fund 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. The 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 cash, cash equivalents or U.S. Government
securities or other high quality liquid debt securities at least equal at all
times to the amount of the commitments will be established and maintained at
the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
REPURCHASE AGREEMENTS (DREYFUS TREASURY CASH MANAGEMENT ONLY) -- 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. The Fund may enter into
repurchase agreements with certain banks or non-bank dealers.
CERTAIN TAX EXEMPT OBLIGATIONS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
ONLY) -- The Fund may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated maturities
in excess of 13 months, but which permit the holder to demand payment of
principal at any time or at specified intervals not exceeding 13 months, in
each case upon not more than 30 days' notice. Variable rate demand notes
include master demand notes which are obligations that permit the Fund to
invest fluctuating amounts, 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. Each obligation
purchased by the Fund will meet the quality criteria established for the
purchase of Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS (DREYFUS NEW YORK MUNICIPAL CASH
MANAGEMENT ONLY) -- The Fund may purchase from financial institutions
participation interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A participation
interest gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation. These instruments may have
fixed, floating or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated or has been given
a rating below that which otherwise is permissible for purchase by the Fund,
it will be backed by an
Page 18
irrevocable letter of credit or guarantee of a bank that the Fund's Board has
determined meets the prescribed quality standards for banks set forth below,
or the payment obligation otherwise will be collateralized by U.S. Government
securities. For certain participation interests, the Fund will have the right
to demand payment, on not more than seven days' notice, for all or any part
of the Fund's participation interest in the Municipal Obligation, plus
accrued interest. As to these instruments, the Fund intends to exercise its
right to demand payment only upon a default under the terms of the Municipal
Obligation, as needed to provide liquidity to meet redemptions, or to
maintain or improve the quality of its investment portfolio.
STAND-BY COMMITMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- The
Fund may acquire "stand-by commitments" with respect to Municipal Obligations
held in its portfolio. Under a stand-by commitment, the Fund obligates a
broker, dealer or bank to repurchase, at the Fund's option, specified
securities at a specified price and, in this respect, stand-by commitments
are comparable to put options. The exercise of a stand-by commitment,
therefore, is subject to the ability of the seller to make payment on demand.
The Fund will acquire stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise its rights thereunder for trading
purposes. The Fund may pay for stand-by commitments if such action is deemed
necessary, thus increasing to a degree the cost of the underlying Municipal
Obligation and similarly decreasing such security's yield to investors. Gains
realized in connection with stand-by commitments will be taxable.
TAXABLE INVESTMENTS (DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT ONLY) -- From
time to time, on a temporary basis other than for temporary defensive
purposes (but not to exceed 20% of the value of the Fund's net assets) or for
temporary defensive purposes, the Fund may invest in taxable short-term
investments ("Taxable Investments") consisting of: notes of issuers having,
at the time of purchase, a quality rating within the two highest grades of
Moody's, S&P or Fitch; obligations of the U.S. Government, its agencies or
instrumentalities; commercial paper rated not lower than P-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. Dividends paid by the Fund that are attributable to income earned
by the Fund from Taxable Investments will be taxable to investors. See
"Dividends, Distributions and Taxes." Except for temporary defensive
purposes, at no time will more than 20% of the value of the Fund's net assets
be invested in Taxable Investments. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method and comply
with the provisions of Rule 2a-7 relating to purchases of taxable
instruments. Under normal market conditions, the Fund anticipates that not
more than 5% of the value of its total assets will be invested in any one
category of Taxable Investments. Taxable Investments are more fully described
in the Statement of Additional Information to which reference hereby is made.
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 such 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 a Fund desire to sell them when a ready
buyer is not available at a price such 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 19
COMBINED
PROSPECTUS
FOR
Dreyfus New York
Municipal
Cash Management
Dreyfus Treasury
Cash Management
[PARTICIPANT SHARES]
Registration Mark
Copy Rights 1996 Dreyfus Service Corporation
287p112096
Page 20
__________________________________________________________________________
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
NOVEMBER 20, 1996
(FOR INSTITUTIONAL SHARES, ADMINISTRATIVE SHARE, 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 New York Municipal Cash Management and
Dreyfus Treasury Cash Management (each a "Fund" and collectively, the
"Funds"), dated November 20, 1996, 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:
In New York State -- Call 1-718-895-1650
Outside New York State -- Call Toll Free 1-800-346-3621
Individuals or entities for whom institutions may purchase or redeem
Fund shares may write to a Fund at the above address or call toll free 1-
800-554-4611 to obtain a copy of a Fund Prospectuses.
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 your convenience to provide you the opportunity to
consider two investment choices in one document.
TABLE OF CONTENTS
Page
Investment Objectives and Management Policies. . . . . . . . . . . . . B-3
Management of the Funds. . . . . . . . . . . . . . . . . . . . . . . . B-10
Management Agreements. . . . . . . . . . . . . . . . . . . . . . . . . B-13
How to Buy Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . B-15
Service Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-16
Shareholder Services Plans . . . . . . . . . . . . . . . . . . . . . . B-17
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . B-18
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . B-19
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . B-20
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . . . . B-21
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . B-21
Yield Information . . . . . . . . . . . . . . . . . . . . . . . . . . B-22
Information About the Funds. . . . . . . . . . . . . . . . . . . . . . B-23
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors . . . . . . . . . . . . . . . . B-23
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-25
Appendix B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-37
Financial Statements and Reports of Independent Auditors
Dreyfus New York Municipal Cash Management . . . . . . . . . . . B-46
Dreyfus Treasury Cash Management . . . . . . . . . . . . . . . . B-55
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the relevant section of each Fund Prospectus (as
applicable) entitled "Description of the Funds" and "Appendix."
Portfolio Securities
Municipal Obligations (Dreyfus New York Municipal Cash Management
only) Dreyfus New York Municipal Cash Management's average distribution of
investments (at value) in Municipal Obligations by ratings for the fiscal
year ended July 31, 1996, computed on a monthly basis, was as follows:
Fitch Moody's Standard
Investors Investors & Poor's
Service, L.P Service, Inc. Ratings Group Percentage
("Fitch") or ("Moody's") or ("S&P") of Value
____________ _____________ __________ _________
F-1+/F-1 VMIG 1/MIG 1, SP-1+/SP-1,
P-1 A-1+/A-1 93.0%
AAA/AA Aaa/Aa AAA/AA 4.8%
Not Rated Not Rated Not Rated 2.2%(1)
______
100.0%
======
___________________________________________
(1) Included in the Not Rated category are securities comprising 2.2% of
the market value of Dreyfus New York Municipal Cash Management which,
while not rated, has been determined by the Manager to be comparable
qualities in the VMIG/MIG 1/or SP-1+/SP-1 rating category.
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.
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, as well as other operating expenses,
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. In addition to the "non-
appropriation" risk, these securities represent a relatively new type of
financing that has not yet developed the depth of marketability associated
with more conventional bonds. Although "non-appropriation" lease
obligations are secured by the leased property, disposition of the
property in the event of foreclosure might prove difficult. The Fund will
seek to minimize these risks by investing only in those lease obligations
that (1) are rated in one of the two highest rating 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 lease obligation within
a short period after demand by the Fund. The staff of the Securities and
Exchange Commission currently considers certain lease obligations to be
illiquid. Accordingly, not more than 10% of the value of the Fund's net
assets will be invested in lease obligations that are illiquid and in
other illiquid securities. See "Investment Restriction - Dreyfus New York
Municipal Cash Management - No. 10" below.
Ratings of Municipal Obligations. (Dreyfus New York Municipal Cash
Management only) If, subsequent to its purchase by the Fund, (a) an issue
of rated Municipal Obligations ceases to be rated in the highest rating
category by at least two rating organizations (or one rating organization
if the instrument was rated by only one such organization) or the Fund's
Board determines that it is no longer of comparable quality or (b) the
Manager becomes aware that any portfolio security not so highly rated or
any unrated security has been given a rating by any rating organization
below the rating organization's second highest rating category, the Fund's
Board will reassess promptly whether such security presents minimal credit
risk and will cause the Fund to take such action as it determines is in
the best interest of the Fund and its shareholders; provided that the
reassessment required by clause (b) is not required if the portfolio
security is disposed of or matures within five business days of the
Manager becoming aware of the new rating and the Fund's Board is
subsequently notified of the Manager's actions.
To the extent that the ratings given by Moody's, S&P or Fitch may
change as a result of changes in such organizations or their rating
systems, the Fund will attempt to use comparable ratings as standards for
its investments in accordance with the investment policies contained in
the Fund's Prospectus and this Statement of Additional Information. The
ratings of Moody's, S&P and Fitch represent their opinions as to the
quality of the Municipal Obligations which they undertake to rate. It
should be emphasized, however, that ratings are relative and subjective
and are not absolute standards of quality. Although these ratings may be
an initial criterion for selection of portfolio investments, the Manager
also will evaluate these securities and the creditworthiness of the
issuers of such securities based upon financial and other available
information.
Taxable Investments. (Dreyfus New York Municipal Cash Management
only) 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, for example, Government National Mortgage Association
pass-through certificates, are supported by the full faith and credit of
the U.S. Treasury; others, such as those of the Federal Home Loan Banks,
by the right of the issuer to borrow from the U.S. Treasury; others, such
as those issued by the Federal National Mortgage Association, by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the credit of
the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will
always do so, since it is not so obligated by law. The Fund will invest
in such securities only when it is satisfied that the credit risk with
respect to the issuer is minimal.
Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs.
Certificates of deposit are negotiable certificates representing the
obligation of a bank to repay funds deposited with it for a specified
period of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Investments in time deposits generally are limited to London branches of
domestic banks that have total assets in excess of one billion dollars.
Time deposits which may be held by the Fund will not benefit from
insurance from the Bank Insurance Fund or the Savings Association
Insurance Fund administered by the Federal Deposit Insurance Corporation.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the face
amount of the instrument upon maturity. Other short-term bank obligations
may include uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Repurchase Agreements (All Funds). 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, the 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 purchase should decrease
below the 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 the Fund's ability to
dispose of the underlying securities.
Illiquid Securities (All Funds). If a substantial market of
qualified institutional buyers develops pursuant to Rule 144A under the
Securities Act of 1933, as amended, for certain restricted securities held
by the Fund, the 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, the 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, the Fund's
investing in such securities may have the effect of increasing the level
of illiquidity in the Fund's portfolio during such period.
Investment Considerations and Risks
Investing in New York Municipal Obligations. (Dreyfus New York
Municipal Cash Management only) 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. In January 1992,
Moody's lowered from A to Baa1 the ratings on certain appropriation-backed
debt of New York State and its agencies. The State's general obligation,
state guaranteed and New York State Local Government Assistance
Corporation bonds continue to be rated A by Moody's. In January 1992, S&P
lowered from A to A- the ratings of New York State general obligation
bonds and stated that it continued to assess the ratings outlook as
negative. The ratings of various agency debt, state moral obligations,
contractual obligations, lease purchase obligations and state guarantees
also were lowered. In February 1991, Moody's lowered its rating on New
York 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+. The rating changes
reflect the rating agencies' concerns about the financial condition of New
York State and City, the heavy debt load of the State and City, and
economic uncertainties in the region. Investors should review "Appendix
A" which more fully sets forth these and other risk factors.
Investment Restrictions
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." If a percentage restriction is adhered to at the time
of investment, a later increase or decrease in percentage resulting from a
change in values or assets will not constitute a violation of such
restriction.
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.
All Funds. If a percentage restriction is adhered to at the time of
investment, a later increase 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 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 FUNDS
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
*DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of
Governors, an independent board with the United States Information
Agency, since August 1995. From August 1994 to August 1995, 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 the 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, Deputy General Counsel of
the United States Department of Health and Human Services. Until May
1995, she was a Trustee of the Clients Security Fund of the District
of Columbia Bar and President of Temple Sinai. Ms. Dunst is 49 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
Senior Staff Vice President and Chief Economist of Mortgage Bankers
Association of America from 1985 to May 1992. Since February 1993, a
director of CWM Mortgage Holdings, Inc. and, since February 1996, a
director of NUWave Technology, Inc. From 1980 to 1985, member of the
Board of Governors of the Federal Reserve System. Mr. Gramley is 69
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. From January 1981 to
January 1993, Mr. Rudman served as a United States Senator from the
State of New Hampshire. Since May 1993, Mr. Rudman has served as a
director of Collins & Aikman Corporation. Since January 1993, Mr.
Rudman also has served as a director of Chubb Corporation and of the
Raytheon Company. He has served as Vice Chairman of the President's
Foreign Intelligence Advisory Board since January 1993. From January
1993 to December 1994, Mr. Rudman served as Vice Chairman of the
Federal Reserve Bank of Boston. Since 1988, Mr. Rudman has served as
a trustee of Boston College and since 1986 as a member of the Senior
Advisory Board of the Institute of Politics of the Kennedy School of
Government at Harvard University. Mr. Rudman is 65 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 each Fund's plans described in the sections captioned
"Service Plans" and "Shareholder Services Plans" remain in effect, the
Board members of each Fund who are not "interested persons" of such Fund,
as defined in the 1940 Act, will be selected and nominated by the Board
members who are not "interested persons" of such Fund.
Board members are entitled to receive an annual retainer and a per
meeting fee and reimbursement for their expenses. 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 amount of compensation payable to each Board member by
each Fund for the fiscal year ended July 31, 1996, and by all other 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, 1995, were as
follows:
<TABLE>
<CAPTION>
Total Compensation
Aggregate from Fund and
Name of Board Compensation from Fund Complex Paid
Member Fund(1)(2) to Board Member
______________ _________________ ___________________
<S> <C> <C>
David W. Burke $253,654 (52)
Dreyfus New York Municipal Cash Management $3,500
Dreyfus Treasury Cash Management $5,500
Isabel P. Dunst $46,500 (7)
Dreyfus New York Municipal Cash Management $3,000
Dreyfus Treasury Cash Management $5,000
Lyle E. Gramley $46,500 (7)
Dreyfus New York Municipal Cash Management $3,500
Dreyfus Treasury Cash Management $5,500
Warren B. Rudman $85,500 (17)
Dreyfus New York Municipal Cash Management $3,000
Dreyfus Treasury Cash Management $5,000
</TABLE>
_________________________________________
(1) Amount does not include reimbursed expenses for attending Board
meetings, which, for all Board members as a group,amounted to
$614.15, with respect to Dreyfus New York Municipal Cash Management
and $614.16 with respect to Dreyfus Treasury Cash Management.
(2) The aggregate compensation payable to each Board member by the Fund
was paid by the Manager and not the Fund. See "Management
Agreements."
Officers of the Funds
MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating
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 38 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President -
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. From August 1990 to February 1992, he was employed as an
associate at Ropes & Gray. He is 32 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. 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. 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. She is 32 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 33 years old.
The address of each officer of the Funds is 200 Park Avenue, New
York, New York 10166.
Board members and officers of each Fund, as a group, owned less than
1% of such Fund's shares outstanding on September 4, 1996.
The following shareholders are known by Dreyfus New York Municipal
Cash Management to own of record 5% or more of its Institutional Shares
outstanding on September 4, 1996: (1) Hare & Company, c/o The Bank of New
York, One Wall Street, 5th floor, New York, NY 10286-0001 (Account
#1)(12.46%); (2) Hare & Company, c/o The Bank of New York, One Wall
Street, 5th floor, New York, NY 10286-0001 (Account # 2)(6.80%); and (3)
Hare & Company, c/o The Bank of New York, One Wall Street, 5th floor, New
York, NY 10286-0001 (Account #3)(5.77%).
The following shareholders are known by Dreyfus New York Municipal
Cash Management to own of record 5% or more of its Investor Shares
outstanding on September 4, 1996: (1) Royal Farms Inc., 2101 Avenue X,
Brooklyn, NY 11235-2910 (31.50%); (2) Compass Bank, P.O. Box 10566
Birmingham, AL 35296 (26.51%); (3) Cue Air Conditioning Company, 321 39th
Street, Brooklyn, NY 11232-2903 (14.56%); (4) Midtown Electric Supply
Corporation, 157 West 18th Street, New York, NY 10011-4101 (12.87%); and
(5) Cowen & Company, Financial Square, New York, NY 10005-3597 (7.83).
The following shareholders are known by Dreyfus Treasury Cash
Management to own of record 5% or more of its Institutional Shares
outstanding on September 4, 1996: (1) Chase Manhattan Bank NA, 770
Broadway, New York, NY 10003-9522 (9.87%); (2) Bust & Company, Three
Mellon Bank Center, Pittsburgh, PA 15259 (7.01%); (3) First Interstate
Bank of California, 26610 Agoura Road, Calabasas, CA 91302-1954 (5.67%);
(4) Norwest Bank Minnesota NA, 733 Marquette Avenue, 4th floor,
Minneapolis, MN 55479-0052 (5.27%).
The following shareholders are known by Dreyfus Treasury Cash
Management to own of record 5% or more of its Investor Shares of
beneficial interest outstanding on September 4, 1996: (1) Stout & Company,
1740 Broadway, Mail Station 8751, Denver, CO 80274-8751 (39.81%); (2)
Harris Trust & Savings Bank, 200 West Monroe Street, Chicago, Il 60606-
5015 (14.26%); (3) Mellon Bank, Three Mellon Bank Center, Pittsburgh, PA
15259 (Account #1)(13.12%); and (4) Mellon Bank, Three Mellon Bank Center,
Pittsburgh, Pennsylvania 15259 (Account #2)(10.75%).
MANAGEMENT AGREEMENTS
The following information supplements and should be read in
conjunction with the section in each Fund Prospectus under the heading
entitled "Management of the Fund(s)."
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 the outstanding voting securities of the Fund,
provided that in either event the continuance also is approved by a
majority of the 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 the 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; Philip L.
Toia, Vice Chairman--Operations and Administration and a director; William
T. Sandalls, Jr., Senior Vice President and Chief Financial Officer; Elie
M. Genadry, Vice President--Institutional Sales; 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, Alvin E.
Friedman, Lawrence M. Greene and Julian M. Smerling, 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. Dreyfus New York
Municipal Cash Management's portfolio managers are Joseph P. Darcy, A.
Paul Disdier, Douglas J. Gaylor, Karen M. Hand, Stephen C. Kris, Richard
J. Moynihan, Jill C. Shaffro, L. Lawrence Troutman, Samuel J. Weinstock
and Monica S. Wieboldt. Dreyfus Treasury Cash Management's portfolio
managers are Robert Fort, Bernard W. Kiernan, Jr., Garitt Kono, Patricia
A. Larkin and Thomas Riordan. The Manager also maintains a research
department with a professional staff of 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 respective 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 Fund. 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 its average daily net assets. All fees
and expenses are accrued daily and deducted before declaration of
dividends to investors. The management fees payable by Dreyfus New York
Municipal Cash Management for the fiscal years ended July 31, 1994, 1995
and 1996 were $261,339, $217,769 and $210,603, respectively. The amount
payable by Dreyfus New York Municipal Cash Management in fiscal 1994 was
reduced pursuant to an undertaking by the Manager, resulting in net
management fees paid of $192,934. The management fees payable by Dreyfus
Treasury Cash Management for the fiscal years ended July 31, 1994, 1995
and 1996 were $4,804,128, $3,914,096 and $5,232,465, respectively. The
amount payable by Dreyfus Treasury Cash Management in fiscal 1994 was
reduced pursuant to an undertaking by the Manager, resulting in net
management fees paid of $4,599,547.
As to each Fund, unless the Manager gives a 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 by the Fund monthly at the annual rate of .20 of 1%
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 of .25 of 1% of the value of the average daily net assets 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 such 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 under the heading
entitled "How to Buy [Class] Shares."
The Distributor. The Distributor serves as each Fund's distributor
on a best efforts basis pursuant to separate agreements, each of 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, banks or other 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 investor's
Fund may attempt to notify the investor upon receipt of checks drawn on
banks that are not members of the Federal Reserve System as to the
possible delay in conversion into Federal Funds and may attempt to arrange
for a better means of transmitting the money. If the investor is a
customer of a securities dealer, bank or other financial institution and
his order to purchase Fund shares is paid for other than in Federal Funds,
the securities dealer, bank or other financial institution, acting on
behalf of its customer, will complete the conversion into, or itself
advance, Federal Funds generally on the business day following receipt of
the customer order. The order is effective only when so converted and
received by the Custodian or, with respect to the Dreyfus Treasury Cash
Management, the Custodian or Sub-Custodian. An order for the purchase of
Fund shares placed by an investor with a sufficient Federal Funds or cash
balance in his brokerage account with a securities dealer, bank or other
financial institution will become effective on the day that the order,
including Federal Funds, is received by the Custodian or, with respect to
Dreyfus Treasury Cash Management, the Custodian or 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 each Fund Prospectus for such Fund's
Administrative Shares, Investor Shares and Participant Shares (as
applicable) under the heading 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 such a 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 Service Plan will benefit the
Fund and the respective 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 the 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 so approved by the respective Board at a meeting held on
May 22, 1996. Each Service Plan may be terminated 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 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.
For the fiscal year ended July 31, 1996, Dreyfus New York Municipal
Cash Management paid $21,087 pursuant to its Service Plan, of which
$21,029 was paid to the Distributor as reimbursement for distributing
Investor Shares, and $58 was paid to Dreyfus for advertising and marketing
Investor Shares and for providing services to the holders of Investor
Shares. For the fiscal year ended July 31, 1996, Dreyfus Treasury Cash
Management paid $354,981 pursuant to its Service Plan, of which $211,182
was paid to the Distributor as reimbursement for distributing Investor
Shares, and $143,799 was paid to Dreyfus for advertising and marketing
Investor Shares and for providing services to holders of Investor Shares.
No data is provided with respect to amounts paid pursuant to the Service
Plan for Administrative Shares and Participant Shares as such classes had
not commenced operations as of the date of this Statement of Additional
Information.
SHAREHOLDER SERVICES PLANS
(INSTITUTIONAL SHARES ONLY)
The following information supplements and should be read in
conjunction with the section in each Fund Prospectus for a Fund's
Institutional Shares under the heading 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 so approved 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 such Plan.
For the fiscal year ended July 31, 1996, $28,631 was payable by
Dreyfus New York Municipal Cash Management, with respect to Institutional
Shares pursuant to the its Plan and $226,347 was payable by Dreyfus
Treasury Cash Municipal with respect to Institutional Shares, pursuant to
its Plan. These amounts were borne directly by the Manager. See
"Management Agreements."
HOW TO REDEEM SHARES
The following information supplements and should be read in
conjunction with the section in each Fund Prospectus under the heading
entitled "How to Redeem [Class] 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.
(Dreyfus New York Municipal Cash Management only). Ordinarily, a Fund
will initiate payment for shares redeemed pursuant to this procedure on
the same business day if Dreyfus Institutional Services Division receives
the redemption request in proper form by 12:00 p.m., New York time, on
such day; otherwise the Fund will initiate payment on the next business
day.
(Dreyfus Treasury Cash Management only). Ordinarily, each Fund will
initiate payment for shares redeemed pursuant to this procedure on the
same business day if Dreyfus Institutional Services Division receives the
redemption request in proper form at its New York office by 5:00 p.m., New
York time, or at its Los Angeles office by 2:00 p.m., California 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 inform the operator of the
Transfer Agent's answer back sign.
Redemption Commitment. Each Fund has committed itself 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 or other assets of the Fund in case of an emergency or any
time a cash distribution would impair the liquidity of the Fund to the
detriment of the existing shareholders. In such event, the securities
would be valued in the same manner as the Fund's portfolio is valued. If
the recipient sold such securities, brokerage charges would be incurred.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the respective markets each Fund ordinarily
utilizes is restricted, or when an emergency exists as determined by the
Securities and Exchange Commission so that disposal of such 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 respective 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 under the heading
entitled "How to Buy [Class] 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 will be valued at fair value as
determined in good faith by the Fund's Board.
The extent of any deviation between the Fund's net asset value based
upon available market quotations or market equivalents and $1.00 per share
based on amortized cost will be examined by the 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 Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in each Fund Prospectus under the heading
entitled "Shareholder Services."
Fund Exchanges. Shares of one class of shares of a Fund may be
exchanged for shares of the same class of shares of the other Fund or of
Dreyfus Cash Management, Dreyfus Cash Management Plus, Inc., Dreyfus
Government Cash Management, Dreyfus Institutional Short Term Treasury
Fund, Dreyfus Municipal Cash Management Plus, Dreyfus Tax Exempt Cash
Management and Dreyfus Treasury Prime Cash Management. 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 the other 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 the other Fund or of Dreyfus Cash
Management, Dreyfus Cash Management Plus, Inc., Dreyfus Government Cash
Management, Dreyfus Institutional Short Term Treasury Fund, Dreyfus
Municipal Cash Management Plus, Dreyfus Tax Exempt Cash Management and
Dreyfus Treasury Cash Management. This Privilege is available only for
existing accounts. Shares will be exchanged on the basis of relative net
asset value. Enrollment in or modification or cancellation of this
Privilege is effective three business days following notification by the
investor. An investor will be notified if its account falls below the
amount designated under this Privilege. In this case, an investor's
account will fall to zero unless additional investments are made in excess
of the designated amount prior to the next Auto-Exchange transaction.
Shares in certificate form are not eligible for this Privilege.
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 under the heading
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 either Fund for such
purchases. Purchases from underwriters of portfolio securities may
include a concession paid by the issuer to the underwriter and the
purchase price paid to, and sales price received from, market makers for
securities may reflect the spread between the bid and asked price. No
brokerage commissions have been paid by either 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 on their sale 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 under the heading
entitled "Yield Information."
No yield information is provided with respect to each Fund's
Administrative Shares and Participant Shares as such classes of shares had
not commenced operations as of the date of this Statement of Information.
For the seven-day period ended July 31, 1996, the yield and effective
yield for Institutional Shares and Investor Shares of each of Dreyfus New
York Municipal Cash Management and Dreyfus Treasury Cash Management were
as follows:
Yield Effective Yield
_____ _______________
Dreyfus New York Municipal Cash Management
Institutional Shares 3.27% 3.32%
Investor Shares 3.03% 3.08%
Dreyfus Treasury Cash Management
Institutional Shares 5.17% 5.30%
Investor Shares 4.92% 5.04%
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.
(Dreyfus New York Municipal Cash Management Only) Based upon a
combined 1996 Federal, New York State and New York City income tax rate of
46.60%, the 7-day tax equivalent yield for Institutional Shares and
Investor Shares of Dreyfus New York Municipal Cash Management for the
period ended July 31, 1996 was 6.12% and 5.67%, respectively. Tax
equivalent yield is computed by dividing that portion of the yield or
effective yield (calculated as described above) which is tax exempt by 1
minus a stated tax rate and adding the quotient to that portion, if any,
of the yield of the Fund that is not tax exempt. The tax equivalent yield
noted above represents the application of the highest Federal marginal
personal income tax rate currently in effect. The tax equivalent figure,
however, does not include the potential effect of any state or local
(including, but not limited to, county, district or city) taxes, including
applicable surcharges. In addition, there may be pending legislation
which could affect such stated tax rate or yield. Each investor should
consult its tax adviser, and consider its own factual circumstances and
applicable tax laws, in order to ascertain the relevant tax equivalent
yield. From time to time, each 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 FUND
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 multi-billion
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 November __, 1996, the total net assets of the Dreyfus
Family of Cash Management Funds amounted to approximately $ 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 Funds, the handling of certain
communications between shareholders and the Funds and the payment of
dividends and distributions payable by the Funds. 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. For the period December 1,
1995 (the effective date of each Transfer Agency Agreement,) through July
31, 1996, $6,570 was payable by Dreyfus New York Municipal Cash Management
to the Transfer Agent and $5,004 was payable by Dreyfus Treasury Cash
Management to the Transfer Agent. These amounts were borne directly by
the Manager. See "Management of the Funds".
The Bank of New York, 90 Washington Street, New York, New York 10286,
is each Fund's custodian.
Wells Fargo Bank, N.A., 464 California Street, San Francisco,
California, 94104, serves as sub-custodian of Dreyfus Treasury Cash
Management's investments.
Dreyfus Transfer, Inc., The Bank of New York, and Wells Fargo Bank
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, 7 Hanover Square, New York, New York
10004-2696, 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 NEW YORK MUNICIPAL CASH MANAGEMENT ONLY)
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 increase 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 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
increased revenues projected for 1996-97 based on higher-than-projected
tax collections during the first half of calendar 1996, $100 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 int he 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, and 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
Contingency Reserve Fund ("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 the $521 million was necessary to complete the
restructuring of the State's cash flow under the New York Local Government
Assistance Corporation ("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
result 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 constructions. 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 will supersede 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.
The City's economy, whose rate of growth slowed substantially over
the past three years, is currently in recession. During the 1990 and 1991
fiscal years, as a result of the slowing economy, the City has experienced
significant shortfalls in almost all of its major tax sources and
increases in social services costs, and has been required to take actions
to close substantial budget gaps in order to maintain balanced budgets in
accordance with the Financial Plan.
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.
According to a recent OSDC economic report, the City's economy was
slow to recover from the recession and is expected to experience 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 has 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 B
Description of S&P, Moody's & 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 a small
degree.
A
Principal and interest payments on bonds in this category are
regarded as safe. This rating describes the third strongest capacity for
payment of debt service. It differs from the two higher ratings because:
General Obligation Bonds -- There is some weakness in the local
economic base, in debt burden, in the balance between revenues and
expenditures, or in quality of management. Under certain adverse
circumstances, any one such weakness might impair the ability of the
issuer to meet debt obligations at some future date.
Revenue Bonds -- Debt service coverage is good, but not exceptional.
Stability of the pledged revenues could show some variations because of
increased competition or economic influences on revenues. Basic security
provisions, while satisfactory, are less stringent. Management
performance appears adequate.
BBB
Of the investment grade, this is the lowest.
General Obligation Bonds -- Under certain adverse conditions, several
of the above factors could contribute to a lesser capacity for payment of
debt service. The difference between "A" and "BBB" rating is that the
latter shows more than one fundamental weakness, or one very substantial
fundamental weakness, whereas the former shows only one deficiency among
the factors considered.
Revenue Bonds -- Debt coverage is only fair. Stability of the
pledged revenues could show substantial variations, with the revenue flow
possibly being subject to erosion over time. Basic security provisions
are no more than adequate. Management performance could be stronger.
BB, B, CCC, CC, C
Debt rated BB, B, CCC, CC or C is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and
repay principal. BB indicates the least degree of speculation and C the
highest degree of speculation. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
BB
Debt rated BB has less near-term vulnerability to default than other
speculative grade debt. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payment.
B
Debt rated B has a greater vulnerability to default but presently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions would likely impair capacity or
willingness to pay interest and repay principal.
CCC
Debt rated CCC has a current identifiable vulnerability to default,
and is dependent upon favorable business, financial and economic
conditions to meet timely payments of interest and repayment of principal.
In the event of adverse business, financial or economic conditions, it is
not likely to have the capacity to pay interest and repay principal.
CC
The rating CC is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC rating.
C
The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating.
D
Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.
Plus (+) or minus (-): The ratings from AA to CCC may be modified by
the addition of a plus or minus designation to show relative standing
within the major ratings categories.
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 sign (+)
designation.
SP-2
The issuers of these municipal notes exhibit satisfactory capacity to
pay principal and interest.
SP-3
The issuers of these municipal notes exhibit speculative capacity to
pay principal and interest.
Commercial Paper Ratings
An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no
more than 365 days. Issues assigned an A rating 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.
A-1
This designation 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.
A-2
Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for
issues designated A-1.
A-3
Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the
adverse effects of changes in circumstances than obligations carrying the
higher designations.
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.
A
Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment some
time in the future.
Baa
Bonds which are rated Baa are considered as medium- grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.
Ba
Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection
of interest and principal payments may be very moderate, and therefore not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B
Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
Caa
Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to
principal or interest.
Ca
Bonds which are rated Ca present obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.
C
Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category
and in categories below B. The modifier 1 indicates a ranking for the
security in the higher end of a rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower
end of a rating 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 differences 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.
MIG 3/VMIG 3
This designation denotes favorable quality. All security elements
are accounted for but there is lacking the undeniable strength of the
preceding grades. Liquidity and cash flow protection may be narrow and
market access for refinancing is likely to be less well established.
MIG 4/VMIG 4
This designation denotes adequate quality. Protection commonly
regarded as required of an investment security is present and, although
not distinctly or predominantly speculative, there is specific risk.
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 (or related supporting institutions) rated Prime-2 (P-2) have
a strong capacity for repayment of short-term promissory obligations.
This ordinarily will be evidenced by many of the characteristics cited
above but to a lesser degree. Earnings trends and coverage ratios, while
sound, will be more subject to variation. Capitalization characteristics,
while still appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.
Issuers (or related supporting institutions) rated Prime-3 (P-3) have
an acceptable capacity for repayment of short-term promissory obligations.
The effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in
changes in the level of debt protection measurements and the requirements
for relatively high financial leverage. Adequate 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+.
A
Bonds rated A are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal
is considered to be strong, but may be more vulnerable to adverse changes
in economic conditions and circumstances than bonds with higher ratings.
BBB
Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse changes in economic
conditions and circumstances, however, are more likely to have an adverse
impact on these bonds and, therefore, impair timely payment. The
likelihood that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.
BB
Bonds rated BB are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time by adverse
economic changes. However, business and financial alternatives can be
identified which could assist the obligor in satisfying its debt service
requirements.
B
Bonds rated B are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.
CCC
Bonds rated CCC have certain identifiable characteristics, which, if
not remedied, may lead to default. The ability to meet obligations
requires an advantageous business and economic environment.
CC
Bonds rated CC are minimally protected. Default payment of interest
and/or principal seems probable over time.
C
Bonds rated C are in imminent default in payment of interest or
principal.
DDD, DD and D
Bonds rated DDD, DD and D are in actual or imminent default of
interest and/or principal payments. Such bonds are extremely speculative
and should be valued on the basis of their ultimate recovery value in
liquidation or reorganization of the obligor. DDD represents the highest
potential for recovery on these bonds and D represents the lowest
potential for recovery.
Plus (+) and minus (-) signs are used with a rating symbol to
indicate the relative position of a credit within the rating category.
Plus and minus signs, however, are not used in the AAA category covering
12-36 months or the DDD, DD or D categories.
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.
<TABLE>
<CAPTION>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
STATEMENT OF INVESTMENTS JULY 31, 1996
PRINCIPAL
TAX EXEMPT INVESTMENTS-100.0% AMOUNT VALUE
_________________________ ____ _____
<S> <C> <C>
NEW YORK-97.5%
Town of Islip Industrial Development Agency, IDR, VRDN
(Brentwood Distribution Project) 3.40% (LOC; Bankers Trust Co.) (a,b) $ 3,750,000 $ 3,750,000
Monroe County Industrial Development Agency, Revenue, VRDN (Enbi Corp.)
3.35% (LOC; ABN-Amro Bank) (a,b)..................................... 100,000 100,000
Nassau County Industrial Development Agency, IDR, VRDN
(Manhassett Association Project) 3.65% (LOC; Bankers Trust Co.) (a,b) 2,000,000 2,000,000
City of New York, VRDN:
3.50%, Series B (Insured; MBIA and SBPA; West Deutsche Landesbank) (a) 5,000,000 5,000,000
3.60%, Series E-4 (LOC; State Street Bank and Trust Co.) (a,b)....... 1,800,000 1,800,000
3.70%, Series E-5 (LOC; Sumitomo Bank) (a,b)......................... 4,800,000 4,800,000
Trust Cultural Resource Revenue,
Refunding (American Museum of Natural History)
3.30%, Series A (Insured; MBIA and SPBA; Credit Suisse) (a).......... 3,000,000 3,000,000
New York City, TAN 4.50%, 2/12/97........................................ 7,000,000 7,026,180
New York City Housing Development Corporation, MFMR, VRDN
(York Avenue Development Project) 3.55% (LOC; Midland Bank) (a,b).... 5,000,000 5,000,000
New York City Industrial Development Agency, VRDN:
Civil Facility Revenue
(Childrens Oncology Society-Ronald McDonald House)
3.40% (LOC; Barclays Bank) (a,b)..................................... 100,000 100,000
IDR:
(Field Hotel Association JFK Project) 3.75% (LOC; Banque Indosuez) (a,b) 9,400,000 9,400,000
(Japan Airlines Co. Limited Project)
3.65% (LOC; Morgan Guaranty Trust Co.) (a,b)......................... 4,300,000 4,300,000
New York City Municipal Water Finance Authority,
Water and Sewer Systems Revenue, VRDN:
3.55%, Series 1993 (Insured; FGIC and Liquidity Facility; FGIC) (a).. 4,700,000 4,700,000
3.55%, Series G (Insured; FGIC) (a).................................. 5,000,000 5,000,000
New York State, CP 3.55%, 11/13/96 (LOC; Westdeutsche Landesbank) (b).... 6,000,000 6,000,000
New York State Dormitory Authority, Revenues, VRDN
(Metropolitan Museum of Art) 3.25%, Series A (a)..................... 7,400,000 7,400,000
New York State Energy, Research and Development Authority, PCR, VRDN:
(Central Hudson Gas and Electric Project)
3.40%, Series A (LOC; Union Bank of Switzerland)(a,b)................ 3,000,000 3,000,000
(Niagara Mohawk Power Corp.):
3.60%, Series B (LOC; Toronto Dominion Bank) (a,b)................... 1,000,000 1,000,000
3.70%, Series A (LOC; Toronto Dominion Bank) (a,b)................... 6,200,000 6,200,000
3.75%, Series B (LOC; Morgan Guaranty Trust Co.) (a,b)............... 9,000,000 9,000,000
Refunding (New York State Electric and Gas Corp.)
3.35%, Series B (LOC; Union Bank of Switzerland) (a,b)............... 5,000,000 5,000,000
New York State Environmental Facilities Corporation, RRR, VRDN
(Equity Huntington Project) 3.65% (LOC; Union Bank of Switzerland) (a,b) 1,400,000 1,400,000
New York State Local Government Assistance Corporation, VRDN
3.30%, Series 93A (LOC: Credit Suisse, Swiss Bank Corp. and
Union Bank of Switzerland) (a,b)..................................... 7,400,000 7,400,000
Port Authority of New York and New Jersey, Special Obligation Revenue, VRDN
(Versatile Structure) 3.45%, Series #3 (LOC; Morgan Guaranty Trust Co.) (a,b) 6,200,000 6,200,000
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JULY 31, 1996
PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED) AMOUNT VALUE
__________________________ _____ _____
NEW YORK (CONTINUED)
Rochester, BAN 3.75%, Series I, 3/11/97.................................. $ 6,815,000 $ 6,835,034
Sachem Central School District, TAN 4.50%, 6/27/97....................... 7,000,000 7,033,361
South Huntington Unified Free School District, TAN 4.50%, 6/30/97........ 3,750,000 3,768,425
Suffolk County, TAN:
4%, Series I, 8/15/96 (LOC: Canadian Imperial Bank of Commerce,
National Westminster Bank and Westdeutsche Landesbank) (b)........... 5,000,000 5,001,316
4.50%, Series II, 9/12/96 (LOC: Canadian Imperial Bank of Commerce,
National Westminster Bank and Westdeutsche Landesbank) (b)........... 3,000,000 3,002,153
Triborough Bridge and Tunnel Authority, Special Obligation, VRDN
3.40% (Insured; FGIC) (a)............................................ 2,900,000 2,900,000
Westchester County, TAN 3.75%, 12/11/96.................................. 4,675,000 4,685,724
U.S. RELATED-2.5%
Commonwealth of Puerto Rico Government Development Bank, Refunding, VRDN
3.20% (LOC; Credit Suisse) (a,b)..................................... 3,600,000 3,600,000
_____________
TOTAL INVESTMENTS (cost $145,402,193).................................... $145,402,193
=============
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF ABBREVIATIONS
<S> <C> <S> <C>
BAN Bond Anticipation Notes MFMR Multi-Family Mortgage Revenue
CP Commercial Paper PCR Pollution Control Revenue
FGIC Financial Guaranty Insurance Company RRR Resources Recovery Revenue
IDR Industrial Development Revenue SBPA Standby Bond Purchase Agreement
LOC Letter of Credit TAN Tax Anticipation Notes
MBIA Municipal Bond Investors Assurance VRDN Variable Rate Demand Notes
Insurance Corporation
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF COMBINED RATINGS (UNAUDITED)
FITCH (C) OR MOODY'S OR STANDARD & POOR'S PERCENTAGE OF VALUE
_____ _____ __________ ____________
<S> <C> <C> <C>
F1+/F1 VMIG1/MIG1, P1 (d) SP1+/SP1, A1+/A1 (d) 95.3%
Not Rated (e) Not Rated (e) Not Rated (e) 4.7
____
100.0%
====
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Securities payable on demand. The interest rate, which is subject to
change, is based upon bank prime rates or an index of market interest rates.
(b) Secured by letters of credit. At July 31, 1996, 60.0% of the Fund's net
assets are backed by letters of credit issued by domestic banks, foreign
banks and brokerage firms, of which Morgan Guaranty Trust Co. provided
letters of credit to 13.3% of the Fund's net assets.
(c) Fitch currently provides creditworthiness information for a limited
number of investments.
(d) P1 and A1 are the highest ratings assigned tax-exempt commercial paper by
Moody's and Standard & Poor's, respectively.
(e) Securities which, while not rated by Fitch, Moody's or Standard & Poor's
have been determined by the Fund's Board of Trustees to be of comparable
quality to those rated securities in which the Fund may invest.
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JULY 31, 1996
<S> <C> <C>
ASSETS:
Investments in securities, at value-Note 1(a)..................... $145,402,193
Cash.............................................................. 4,794,109
Receivable for investment securities sold......................... 2,801,545
Interest receivable............................................... 743,608
_____________
153,741,455
LIABILITIES:
Due to The Dreyfus Corporation and affiliates..................... $ 25,952
Due to Distributor................................................ 2,077
Payable for investment securities purchased....................... 7,026,180 7,054,209
__________ _____________
NET ASSETS............................................................ $146,687,246
==============
REPRESENTED BY:
Paid-in capital................................................... $146,694,942
Accumulated net realized (loss) on investments.................... (7,696)
_____________
NET ASSETS at value................................................... $146,687,246
==============
Shares of Beneficial Interest outstanding:
Class A Shares
(unlimited number of $.001 par value shares authorized)......... 132,375,968
==============
Class B Shares
(unlimited number of $.001 par value shares authorized)......... 14,318,974
==============
NET ASSET VALUE per share:
Class A Shares
($132,370,188 3 132,375,968 shares)............................. $1.00
==============
Class B Shares
($14,317,058 3 14,318,974 shares)............................... $1.00
==============
STATEMENT OF OPERATIONS YEAR ENDED JULY 31, 1996
INVESTMENT INCOME:
INTEREST INCOME......................................................... $3,716,054
EXPENSES:
Management fee-Note 2(a).............................................. $210,603
Distribution fees (Class B shares)-Note 2(b).......................... 21,087
_________
TOTAL EXPENSES.................................................... 231,690
_____________
INVESTMENT INCOME-NET....................................................... 3,484,364
NET REALIZED (LOSS) ON INVESTMENTS-Note 1(b)................................ (3,034)
_____________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $3,481,330
==============
See notes to financial statements.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED JULY 31,
_________________________________
1995 1996
________________ ____________
OPERATIONS:
Investment income-net................................................ $ 3,607,440 $ 3,484,364
Net realized (loss) on investments................................... - (3,034)
________________ ____________
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............. 3,607,440 3,481,330
________________ ____________
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net:
Class A shares..................................................... (3,081,774) (3,223,728)
Class B shares..................................................... (525,666) (260,636)
________________ ____________
TOTAL DIVIDENDS.................................................. (3,607,440) (3,484,364)
________________ ____________
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares..................................................... 440,951,394 517,022,996
Class B shares..................................................... 34,815,709 29,578,345
Dividends reinvested:
Class A shares..................................................... 88,054 200,622
Class B shares..................................................... 121,361 259,507
Cost of shares redeemed:
Class A shares..................................................... (422,485,469) (486,159,463)
Class B shares..................................................... (82,238,094) (21,543,781)
________________ ____________
INCREASE (DECREASE) IN NET ASSETS FROM
BENEFICIAL INTEREST TRANSACTIONS............................... (28,747,045) 39,358,226
________________ ____________
TOTAL INCREASE (DECREASE) IN NET ASSETS........................ (28,747,045) 39,355,192
NET ASSETS:
Beginning of year.................................................... 136,079,099 107,332,054
________________ ____________
End of year.......................................................... $ 107,332,054 $ 146,687,246
================ ============
See notes to financial statements.
</TABLE>
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's prospectus for a class of
shares, dated November 20, 1996.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus New York Municipal Cash Management (the "Fund") is registered
under the Investment Company Act of 1940 ("Act") as a non-diversified
open-end management investment company. The Fund's investment objective is to
provide investors with as high a level of current income exempt from Federal,
New York State and New York City personal income taxes to the extent
consistent with the preservation of capital and the maintenance of liquidity.
The Dreyfus Corporation ("Manager") serves as the Fund's investment adviser.
The Manager is a direct subsidiary of Mellon Bank, N.A.
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold without a sales load. The
Fund offers both Class A and Class B shares. Class B shares are subject to a
Service Plan adopted pursuant to Rule 12b-1 under the Act. Other differences
between the two Classes include the services offered to and the expenses
borne by each Class and certain voting rights.
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio valuation
and dividend and distribution policies to enable it to do so. There is no
assurance, however, that the Fund will be able to maintain a stable net asset
value of $1.00.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which may require the use of management
estimates and assumptions. Actual results could differ from those estimates.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost, which
has been determined by the Fund's Board of Trustees to represent the fair
value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Interest income, adjusted
for amortization of premiums and original issue discounts on investments, is
earned from settlement date and recognized on the accrual basis. Realized
gain and loss from securities transactions are recorded on the identified
cost basis. Cost of investments represents amortized cost.
The Fund follows an investment policy of investing primarily in municipal
obligations of one state. Economic changes affecting the state and certain of
its public bodies and municipalities may affect the ability of issuers within
the state to pay interest on, or repay principal of, municipal obligations
held by the Fund.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid monthly.
Dividends from net realized capital gain, if any, are normally declared and
paid annually, but the Fund may make distributions on a more frequent basis
to comply with the distribution requirements of the Internal Revenue Code. To
the extent that net realized capital gain can be offset by capital loss
carryovers, it is the policy of the Fund not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, which can distribute tax exempt
dividends, by complying with the applicable provisions of the Internal
Revenue Code, and to make distributions of income and net realized capital
gain sufficient to relieve it from substantially all Federal income and
excise taxes.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fund has an unused capital loss carryover of approximately $4,700
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to July 31, 1996. The
carryover does not include net realized securities losses from November 1,
1995 through July 31, 1996 which are treated, for federal income tax
purposes, as arising in fiscal 1997. If not applied, $600 of the carryover
expires in fiscal 2001, $100 expires in fiscal 2002 and $4,000 expires in
fiscal 2003.
At July 31, 1996, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see
the Statement of Investments).
NOTE 2 - MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .20 of 1% of the value
of the Fund's average daily net assets and is payable monthly.
Unless the Manager gives the Fund's investors 90 days notice to the
contrary, the Manager and not the Fund, will be liable for Fund expenses
(exclusive of taxes, brokerage, interest on borrowings and, with the prior
written consent of the necessary state securities commissions, extraordinary
expenses) other than the following expenses, which will be borne by the Fund:
the management fee, and with respect to the Fund's Class B shares, Rule 12b-1
Service Plan expenses.
Effective December 1, 1995, the Manager compensates Dreyfus Transfer,
Inc., a wholly-owned subsidiary, under a transfer agency agreement for
providing personnel and facilities to perform transfer agency services for
the Fund. Such compensation amounted to $6,570 during the period ended July
31, 1996.
(B) Under the Class B Service Plan (the "Plan") adopted pursuant to Rule
12b-1 under the Act, the Fund (a) reimburses the Distributor for distributing
the Fund's Class B shares and (b) pays the Manager, Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager, and their affiliates
(collectively "Dreyfus") for advertising and marketing relating to the Fund's
Class B shares and for providing certain services relating to Class B
shareholder accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts ("Servicing"), at an aggregate annual
rate of .25 of 1% of the value of the average daily net assets of Class B.
Both the Distributor and Dreyfus may pay one or more Service Agents (a
securities dealer, financial institution or other industry professional) a
fee in respect of the Fund's Class B shares owned by the shareholders with
whom the Service Agent has a Servicing relationship or for whom the Service
Agent is the dealer or holder of record. Both the Distributor and Dreyfus
determine the amounts, if any, to be paid to the Service Agents under the
Plan and the basis on which such payments are made. The fees payable under
the Plan are payable without regard to actual expenses incurred. During the
year ended ended July 31, 1996, $21,087 was charged to the Fund, pursuant to
the Plan.
(C) Each trustee who is not an "affiliated person" as defined in the act
receives an annual fee of $1,000 and an attendance fee of $500 per meeting.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
We have audited the accompanying statement of assets and
liabilities of Dreyfus New York Municipal Cash Management, including the
statement of investments, as of July 31, 1996, and the related statement of
operations for the year then ended, the statement of changes in net assets
for each of the two years in the period then ended, and financial highlights
for each of the years indicated therein. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1996 by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus New York Municipal Cash Management at July 31, 1996, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial
highlights for each of the indicated years, in conformity with generally
accepted accounting principles.
[Ernst & Young LLP signature logo]
New York, New York
September 3, 1996
IMPORTANT TAX INFORMATION (UNAUDITED)
In accordance with Federal tax law, the Fund hereby designates all
the dividends paid from investment income-net during the fiscal year ended
July 31, 1996 as "exempt-interest dividends" (not subject to regular Federal
and, for individuals who are New York residents, New York State and New York
City personal income taxes).
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information, with respect to Class A
shares (to be designated as Institutional Shares), for the
period from November 4, 1991 (commencement of operations) to
July 31, 1992 and for each of the four fiscal years in the
period ended July 31, 1996, and, with respect to Class B
shares (to be designated as Investor Shares), for the period
from January 18, 1994 (commencement of initial offering) to
July 31, 1994 and for each of the two fiscal years ended July
31, 1996.
Included in Part B of the Registration Statement:
Statement of Investments-- July 31, 1996.
Statement of Assets and Liabilities-- July 31, 1996.
Statement of Operations--year ended July 31, 1996.
Statement of Changes in Net Assets--for the year ended
July 31, 1995 and July 31, 1996.
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors, dated
September 3, 1996.
All Schedules 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 thereto 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. 4 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. 6 to the Registration Statement on
Form N-1A, filed on October 2, 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 7, 1991.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 5 to the Registration Statement on
Form N-1A, filed on September 29, 1994.
(6)(a) Distribution Agreement is incorporated by reference to Exhibit
(6)(a) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 29, 1994.
(8)(a) Amended and Restated Custody Agreement is incorporated by
reference to Exhibit (8)(a) of Post-Effective Amendment No. 6 to
the Registration Statement on Form N-1A, filed on October 2, 1995.
(8)(b) Sub-Custodian Agreements is incorporated by reference to Exhibit
(8)(b) of Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A, filed on October 2, 1995.
(9) Shareholder Services Plan.
(10) Opinion and Consent of Registrant's Counsel is incorporated by
reference to Exhibit (10) of Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A, filed on October 2, 1995.
(11) Consent of Independent Auditors.
(15) Service Plan.
(16) Schedules of Computation of Performance Data for Class A shares
and Class B shares are incorporated by reference to Exhibit (16)
of Post-Effective Amendment No. 5 to the Registration Statement on
Form N-1A, filed on September 29, 1994.
(18) Rule 18f-3 Plan.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Trustees.
(b) Powers of Attorney of Officer.
(c) Certificate of Secretary.
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 September 4, 1996
______________ _____________________________
Common Stock
(Par value $.001)
Class A . . . . . . . . . . . . . . . 578
Class B . . . . . . . . . . . . . . . 11
Item 27. Indemnification
_______ _______________
Reference is made to Article EIGHT of the Registrant's Amended and
Restated Agreement and Declaration of Trust previously filed as
Exhibit 1 to Post-Effective Amendment No. 4 to the Registration
Statement on Form 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.
6 to the Registration Statement on Form N-1A on October 2, 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. 5 to the Registration
Statement on Form N-1A, filed on September 29, 1994.
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 a registered broker-dealer 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.
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
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and Member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE None
Director
JULIAN M. SMERLING None
Director
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
and a Director Officer:
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*****;
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization, Inc.***;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
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.
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Vice President:
The Dreyfus Trust Company++
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 80 Cutter Mill Road,
Great Neck, New York 11021.
*** 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.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners 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 Equity Fund, Inc.
33) The Dreyfus/Laurel Funds, Inc.
34) The Dreyfus/Laurel Funds Trust
35) The Dreyfus/Laurel Tax-Free Municipal Funds
36) Dreyfus Stock Index Fund, Inc.
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 Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
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 Short-Intermediate Government Fund
62) Dreyfus Short-Intermediate Municipal Bond Fund
63) Dreyfus Investment Grade Bond Funds, Inc.
64) The Dreyfus Socially Responsible Growth Fund, Inc.
65) Dreyfus Tax Exempt Cash Management
66) The Dreyfus Third Century Fund, Inc.
67) Dreyfus Treasury Cash Management
68) Dreyfus Treasury Prime Cash Management
69) Dreyfus Variable Investment Fund
70) Dreyfus Worldwide Dollar Money Market Fund, Inc.
71) General California Municipal Bond Fund, Inc.
72) General California Municipal Money Market Fund
73) General Government Securities Money Market Fund, Inc.
74) General Money Market Fund, Inc.
75) General Municipal Bond Fund, Inc.
76) General Municipal Money Market Fund, Inc.
77) General New York Municipal Bond Fund, Inc.
78) General New York Municipal Money Market Fund
79) Dreyfus S&P 500 Index 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. Bachman++ 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 19th day of September, 1996.
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
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 9/19/96
______________________________ (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/David W. Burke* Trustee 9/19/96
______________________________
David W. Burke
/s/Isabel P. Dunst* Trustee 9/19/96
______________________________
Isabel P. Dunst
/s/Lyle E. Gramley* Trustee 9/19/96
______________________________
Lyle E. Gramley
/s/Warren B. Rudman* Trustee 9/19/96
______________________________
Warren B. Rudman
*BY: __________________________
Richard W. Ingram,
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
(9) Shareholder Service Plan
(11) Consent of Independent Auditors
(15) Service Plan
(18) Rule 18f-3 Plan
OTHER EXHIBITS
(a) Power of Attorney of Trustees
(b) Power of Attorney of Officers
(c) Certificate of Assistant Secretary
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above- captioned
investment company (the "Fund") adopt a Shareholder Services Plan (the
"Plan") under which the Fund would reimburse Dreyfus Service Corporation
("DSC") for certain allocated expenses of providing personal services
and/or maintaining shareholder accounts to (a) shareholders of each series
of the Fund or class of Fund shares set forth on Exhibit A hereto, as such
Exhibit may be revised from time to time, or (b) if no series or classes
are set forth on such Exhibit, shareholders of the Fund. The Plan is not
to be adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "Act"), and the fee under the Plan is intended to be
a "service fee" as defined in Article III, Section 26 (a "Service Fee"),
of the NASD Rules of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such information as
it deemed necessary to an informed determination as to whether a written
plan should be implemented and has considered such pertinent factors as it
deemed necessary to form the basis for a decision to use Fund assets for
such purposes.
In voting to approve the implementation of such a plan, the Board
has concluded, in the exercise of its reasonable business judgment and in
light of applicable fiduciary duties, that there is a reasonable
likelihood that the plan set forth below will benefit the Fund and its
shareholders.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall reimburse DSC an amount not to exceed an annual
rate of .25 of 1% of the value of the Fund's average daily net assets for
its allocated expenses of providing personal services to shareholders
and/or maintaining shareholder accounts; provided that, at no time, shall
the amount paid to DSC under this Plan, together with amounts otherwise
paid by the Fund, or each series or class identified on Exhibit A, as a
Service Fee under the NASD Rules, exceed the maximum amount then payable
under the NASD Rules as a Service Fee. The amount of such reimbursement
shall be based on an expense allocation methodology prepared by DSC
annually and approved by the Fund's Board or on any other basis from time
to time deemed reasonable by the Fund's Board.
2. For the purposes of determining the fees payable under this
Plan, the value of the net assets of the Fund or the net assets
attributable to each series or class of Fund shares identified on Exhibit
A, shall be computed in the manner specified in the Fund's charter
documents for the computation of the value of the Fund's net assets.
3. The Board shall be provided, at least quarterly, with a written
report of all amounts expended pursuant to this Plan. The report shall
state the purpose for which the amounts were expended.
4. This Plan will become effective immediately upon approval by a
majority of the Board members, including a majority of the Board members
who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or indirect
financial interest in
the operation of this Plan or in any agreements entered into in connection
with this Plan, pursuant to a vote cast in person at a meeting called for
the purpose of voting on the approval of this Plan.
5. This Plan shall continue for a period of one year from its
effective date, unless earlier terminated in accordance with its terms,
and thereafter shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the manner
provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the Board, provided that
any material amendments of the terms of this Plan shall become effective
only upon approval as provided in paragraph 4 hereof.
7. This Plan is terminable without penalty at any time by vote of a
majority of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial interest
in the operation of this Plan or in any agreements entered into in
connection with this Plan.
8. The obligations hereunder and under any related Plan agreement
shall only be binding upon the assets and property of the Fund and shall
not be binding upon any Board member, officer or shareholder of the Fund
individually.
Dated: December 14, 1994
Revised: September 11, 1996
Effective (as Revised): November 20, 1996
EXHIBIT A
Name of Class
Institutional Shares
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 use of our report
dated September 3, 1996, in this Registration Statement (Form N-1A 33-42431)
of Dreyfus New York Municipal Cash Management.
ERNST & YOUNG LLP
New York, New York
September 17, 1996
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
SERVICE PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Fund") adopt a Service Plan(the "Plan") in
accordance with Rule 12b-1, promulgated under the Investment Company Act
of 1940, as amended (the "Act"). The Plan would pertain to each class set
forth on Exhibit A hereto, as such Exhibit may be revised from time to
time (each, a "Class"). Under the Plan, the Fund would (a) reimburse the
Fund's distributor (the "Distributor") for distributing the shares of each
Class (the payments in this clause (a) being referred to as "Distributor
Payments") and (b) pay The Dreyfus Corporation, Dreyfus Service
Corporation and any affiliate of either of them (collectively, "Dreyfus")
for advertising and marketing relating to each Class and for providing
certain services relating to shareholder accounts of each Class, such as
answering shareholder inquiries regarding the Fund and providing reports
and other information, and services related to the maintenance of
shareholder accounts("Servicing") (the payments in this clause (b) being
referred to as "Dreyfus Payments"). If this proposal is to be
implemented, the Act and said Rule 12b-1 require that a written plan
describing all material aspects of the proposed financing be adopted by
the Fund.
The Fund's Board, in considering whether the Fund should implement a
written plan, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written plan should
be implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets attributable to
each Class for such purposes.
In voting to approve the implementation of such a plan, the Board
members have concluded, in the exercise of their reasonable business
judgment and in light of their respective fiduciary duties, that there is
a reasonable likelihood that the plan set forth below will benefit the
Fund and holders of each Class.
The Plan: The material aspects of this Plan are as follows:
1. (a) The aggregate annual fee the Fund may pay under this Plan
for Distributor Payments and Dreyfus Payments (the "Aggregate Amount") in
respect to each Class is set forth on Exhibit A.
(b) The Fund shall reimburse the Distributor in respect of
Distributor Payments (the "Distributor Amount") an amount not to exceed
the annual rate set forth on Exhibit A for each Class.
(c) The Fund shall pay Dreyfus in respect of Dreyfus Payments an
annual fee equal to the difference between the Aggregate Amount and the
Distributor Amount for such year.
(d) Each of the Distributor and Dreyfus may pay one or more
securities dealers, financial institutions (which may include banks) or
other industry professionals, such as investment advisers, accountants and
estate planning firms (severally, a "Service Agent"), a fee in respect of
shares of each Class owned by investors 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 shall determine the
amounts to be paid to the Service Agents to which it will make payments
under this Plan and the basis on which such payments will be made.
Payments to a Service Agent are subject to compliance by the Service Agent
with the terms of any related Plan agreement between the Service Agent and
the Distributor or Dreyfus, as the case may be. The fee payable for
Servicing is intended to be a "service fee" as defined in Article III,
Section 26 of the NASD Rules of Fair Practice.
2. For the purposes of determining the fees payable under this
Plan, the value of the Fund's net assets attributable to each Class shall
be computed in the manner specified in the Fund's charter documents as
then in effect for the computation of the value of the Fund's net assets
attributable to such Class.
3. The Fund's Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. As to each Class, this Plan will become effective upon approval
by a) holders of a majority of the outstanding shares of such Class, and
(b) a majority of the Board members, including a majority of the Board
members who are not "interested persons" (as defined in the Act) of the
Fund and have no direct or indirect financial interest in the operation of
this Plan or in any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the purpose of
voting on the approval of this Plan.
5. This Plan shall continue for a period of one year from its
effective date, unless earlier terminated in accordance with its terms,
and thereafter shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the manner
provided in paragraph 4(b) hereof.
6. As to each Class, this Plan may be amended at any time by the
Fund's Board, provided that (a) any amendment to increase materially the
costs which such class may bear pursuant to this Plan shall be effective
only upon approval by a vote of the holders of a majority of the
outstanding shares of such Class, and (b) any material amendments of the
terms of this Plan shall become effective only upon approval as provided
in paragraph 4(b) hereof.
7. As to each Class, this Plan is terminable without penalty at
any time by (a) vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in the operation of this Plan or in
any agreements entered into in connection with this Plan, or (b) vote of
the holders of a majority of the outstanding shares of such Class.
8. The obligations hereunder and under any related Plan agreement
shall only be binding upon the assets and property of the Fund and shall
not be binding upon any Board member, officer or shareholder of the Fund
individually.
Dated: May 24, 1994
Revised: September 11, 1996
Effective (as Revised): November 20, 1996
EXHIBIT A
Fee as a percentage of average the
Name of Class daily net assets of the Class
Administrative Shares .10%
Investor Shares .25%
Participant Shares .40%
THE DREYFUS FAMILY OF FUNDS
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that the Board of an investment company
desiring to offer multiple classes pursuant to said Rule adopt a plan
setting forth the separate arrangement and expense allocation of each
class, and any related conversion features or exchange privileges.
The Board, including a majority of the non-interested Board
members, of each of the investment companies, or series thereof, listed on
Schedule A attached hereto (each, a "Fund") which desires to offer
multiple classes has determined that the following plan is in the best
interests of each class individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided into
Institutional Shares, Administrative Shares, Investor Shares and
Participant Shares.
2. Differences in Services: The services offered to
shareholders of each Class shall be substantially the same, except for
certain services provided to holders of Administrative Shares, Investor
Shares and Participant Shares pursuant to a Service Plan.
3. Differences in Distribution Arrangements: Each Class of
shares shall be offered at net asset value to institutional investors,
particularly banks, acting for themselves or in a fiduciary, advisory,
agency, custodial or similar capacity. No Class shall be subject to any
front-end or contingent deferred sales charges.
Administrative Shares, Investor Shares and Participant Shares
shall be subject to an annual distribution and service fee at the rate set
forth in Schedule B attached hereto, pursuant to a Service Plan adopted
in accordance with Rule 12b-1 under the 1940 Act.
Institutional Shares shall be subject to an annual service fee at
the rate of up to .25% of the value of the average daily net assets of
Institutional Shares pursuant to a Shareholder Services Plan.
4. Expense Allocation. The following expenses shall be
allocated, to the extent practicable, on a Class-by-Class basis: (a) fees
under the Service Plan and Shareholder Services Plan; (b) printing and
postage expenses related to preparing and distributing materials, such as
shareholder reports, prospectuses and proxies, to current shareholders of
a specific Class; (c) the expense of administrative personnel and services
as required to support the shareholders of a specific Class; (d)
litigation or other legal expenses relating solely to a specific Class;
(e) transfer agent fees identified by the Fund's transfer agent as being
attributable to a specific Class; and (f) Board members' fees incurred as
a result of issues relating to a specific Class.
5. Exchange Privileges. Shares of a Class shall be exchangeable
only for (a) shares of the same Class of the investment companies listed
on Schedule C attached hereto and (b) shares of certain other investment
companies specified from time to time.
Dated: May 11, 1995
Revised: September 11, 1996
Effective (as Revised): November 20, 1996
SCHEDULE A
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
SCHEDULE B
Fee as a percentage of average the
Name of Class daily net assets of the Class
Administrative Shares .10%
Investor Shares .25%
Participant Shares .40%
SCHEDULE C
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Institutional Short Term Treasury Fund
Dreyfus New York Municipal Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus Tax Exempt Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth A. Bachman,
Marie E. Connolly, Richard W. Ingram and John E. Pelletier and each of
them, with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all
amendments to the Registration Statement of Dreyfus New York Municipal
Cash Management (including post-effective amendments and amendments
thereto), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
_______________________________________
July 26, 1996
/s/David W. Burke
David W. Burke
/s/Isabel P. Dunst
Isabel P. Dunst
/s/Lyle E. Gramley
Lyle E. Gramley
/s/Warren B. Rudman
Warren B. Rudman
Other Exhibit
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth A. Bachman,
Douglas C. Conroy, Richard W. Ingram, Mary A. Nelson and John E. Pelletier
and each of them, with full power to act without the other, his or her
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments to the Registration Statement of Dreyfus New
York Municipal Cash Management (including post-effective amendments and
amendments thereto), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
August 2, 1996
_________________________________
Marie E. Connolly, President
ASSISTANT SECRETARY'S CERTIFICATION
I, ELIZABETH A. BACHMAN, Assistant Secretary of Dreyfus New York
Municipal Cash Management (the "Fund") hereby certify that the following
resolution was adopted by the Board of the Fund authorizing the signing by
Elizabeth A. Bachman, Marie E. Connolly, Richard W. Ingram and John E.
Pelletier on behalf of the proper officers of the Fund pursuant to a power
of attorney:
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto may be signed
by any one of Elizabeth A. Bachman, Marie E. Connolly,
Richard W. Ingram and John E. Pelletier, as the
attorney-in-fact for the proper officers of the Fund,
with full power of substitution and resubstition; and
that the appointment of each of such persons as such
attorney-in-fact hereby is authorized and approved;
and that such attorneys-in-fact, and each of them,
shall have full power and authority to do and perform
each and every act and thing requisite and necessary
to be done in connection with such Registration
Statement and any and all amendments and supplements
thereto, as whom he or she is acting as attorney-in-
fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto set my hand as Assistant
Secretary of the Fund and affixed the Corporate seal this 2st day of
August, 1996.
Elizabeth A. Bachman
Assistant Secretary
(SEAL)
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<EXPENSE-RATIO> .005
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
