<PAGE>
As filed with the Securities and Exchange Commission on December 13, 1994
Registration No. 33-43846
811-524
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /_/
Pre-Effective Amendment No. _____ /_/
Post-Effective Amendment No. 92 /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 33
THE DREYFUS/LAUREL FUNDS TRUST
__________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
200 Park Avenue - 55th floor
New York, New York 10166
_______________________________________________________
(Address of Principal Executive Office) (ZIP Code)
Registrant's Telephone Number, including area code: (800) 225-5267
__________________________________________________________________
John E. Pelletier Clifford J. Alexander, Esq.
Secretary Thomas M. Leahey, Esq.
The Dreyfus/Laurel Funds Trust Kirkpatrick & Lockhart
200 Park Avenue - 55th floor South Lobby - 9th Floor
New York, New York 10166 1800 M Street, N.W.
(Name and Address of Agent for Service) Washington, D.C. 20036
(202) 778-9000
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment becomes effective.
It is proposed that this filing will become effective (check appropriate
box):
/_/ Immediately upon filing /X/ on December 19, 1994 pursuant
pursuant to paragraph (b) to paragraph (b)
/_/ 60 days after filing pursuant /_/ on (date) pursuant to
to paragraph (a)(1) paragraph (a)(1)
/_/ 75 days after filing pursuant /_/ on (date) pursuant to
to paragraph (a)(2) paragraph (a)(2)
If appropriate, check the following
box:
/X/ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
The Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f) under the
Investment Company Act of 1940, accordingly no fee is payable herewith. A
Rule 24f-2 Notice for the Registrant's most recent fiscal year ended
December 31, 1993 was filed with the Commission on February 25, 1994.
- 2 -
<PAGE>
Dreyfus Core Value Fund
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in Caption Prospectus Caption
Part A of
Form N-1A
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Condensed Financial Financial Highlights
Information
4. General Description of Investment Objective and
Registrant Policies; Further
Information About The
Fund
5. Management of the Fund Further Information About
The Fund; Management
6. Capital Stock and Other Cover Page; Investor
Securities Line; Distributions;
Taxes;
7. Purchase of Securities Expense Summary;
Being Offered Alternative Purchase
Methods; Special
Shareholder Services; How
to Invest in The
Dreyfus/Laurel Funds;
Distribution and Service
Plans; How to Exchange
Your Investment From One
Fund to Another;
8. Redemption or Repurchase How to Redeem Shares
9. Pending Legal Proceedings N.A.
- 3 -
<PAGE>
Items in Statement of Additional
Part B of Information Caption
Form N-1A
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Management of the Trust
History
13. Investment Objectives and Investment Policies
Policies
14. Management of the Fund Management of the Trust;
Trustees and Officers of
the Trust
15. Control Persons and Management of the Trust;
Principal Holders of Miscellaneous;
Securities
16. Investment Advisory and Management of the Trust;
Other Services Investment Manager;
Shareholder Services
17. Brokerage Allocation and Investment Policies;
Other Practices Portfolio Transactions
18. Capital Stock and Other Description of the Trust;
Securities See Prospectus -- "Cover
Page"; "How to Redeem
Fund Shares"; "Further
Information About The
Fund; The Dreyfus/Laurel
Funds Trust"
19. Purchase, Redemption and Purchase of Shares;
Pricing of Securities Being Distribution and Service
Offered Plans; Redemption of
Shares; Valuation of
Shares
20. Tax Status Taxes
21. Underwriters Purchase of Shares;
Distribution and Service
Plans; Amounts Expended
22. Calculation of Performance Performance Data
Data
23. Financial Statements Financial Statements
- 4 -
<PAGE>
Dreyfus Special Growth Fund
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in Caption Prospectus Caption
Part A of
Form N-1A
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Condensed Financial Financial Highlights
Information
4. General Description of Investment Objective and
Registrant Policies; Further
Information About The
Fund
5. Management of the Fund Further Information About
The Fund; Management
6. Capital Stock and Other Cover Page; Investor
Securities Line; Distributions;
Taxes;
7. Purchase of Securities Expense Summary;
Being Offered Alternative Purchase
Methods; Special
Shareholder Services; How
to Invest in The
Dreyfus/Laurel Funds;
Distribution and Service
Plans; How to Exchange
Your Investment From One
Fund to Another;
8. Redemption or Repurchase How to Redeem Shares
9. Pending Legal Proceedings N.A.
- 5 -
<PAGE>
Items in Statement of Additional
Part B of Information Caption
Form N-1A
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Management of the Trust
History
13. Investment Objectives and Investment Policies
Policies
14. Management of the Fund Management of the Trust;
Trustees and Officers of
the Trust
15. Control Persons and Management of the Trust;
Principal Holders of Miscellaneous;
Securities
16. Investment Advisory and Management of the Trust;
Other Services Investment Manager;
Shareholder Services
17. Brokerage Allocation and Investment Policies;
Other Practices Portfolio Transactions
18. Capital Stock and Other Description of the Trust;
Securities See Prospectus -- "Cover
Page"; "How to Redeem
Fund Shares"; "Further
Information About The
Fund; The Dreyfus/Laurel
Funds Trust"
19. Purchase, Redemption and Purchase of Shares;
Pricing of Securities Being Distribution and Service
Offered Plans; Redemption of
Shares; Valuation of
Shares
20. Tax Status Taxes
21. Underwriters Purchase of Shares;
Distribution and Service
Plans; Amounts Expended
22. Calculation of Performance Performance Data
Data
23. Financial Statements Financial Statements
- 6 -
<PAGE>
Premier Limited Term Government Securities Fund
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in Caption Prospectus Caption
Part A of
Form N-1A
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Condensed Financial Financial Highlights
Information
4. General Description of Investment Objective and
Registrant Policies; Further
Information About The
Fund
5. Management of the Fund Further Information About
The Fund; Management
6. Capital Stock and Other Cover Page; Investor
Securities Line; Distributions;
Taxes;
7. Purchase of Securities Expense Summary;
Being Offered Alternative Purchase
Methods; Special
Shareholder Services; How
to Invest in The
Dreyfus/Laurel Funds;
Distribution and Service
Plans; How to Exchange
Your Investment From One
Fund to Another;
8. Redemption or Repurchase How to Redeem Shares
9. Pending Legal Proceedings N.A.
- 7 -
<PAGE>
Items in Statement of Additional
Part B of Information Caption
Form N-1A
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Management of the Trust
History
13. Investment Objectives and Investment Policies
Policies
14. Management of the Fund Management of the Trust;
Trustees and Officers of
the Trust
15. Control Persons and Management of the Trust;
Principal Holders of Miscellaneous;
Securities
16. Investment Advisory and Management of the Trust;
Other Services Investment Manager;
Shareholder Services
17. Brokerage Allocation and Investment Policies;
Other Practices Portfolio Transactions
18. Capital Stock and Other Description of the Trust;
Securities See Prospectus -- "Cover
Page"; "How to Redeem
Fund Shares"; "Further
Information About The
Fund; The Dreyfus/Laurel
Funds Trust"
19. Purchase, Redemption and Purchase of Shares;
Pricing of Securities Being Distribution and Service
Offered Plans; Redemption of
Shares; Valuation of
Shares
20. Tax Status Taxes
21. Underwriters Purchase of Shares;
Distribution and Service
Plans; Amounts Expended
22. Calculation of Performance Performance Data
Data
23. Financial Statements Financial Statements
- 8 -
<PAGE>
Premier Managed Income Fund
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in Caption Prospectus Caption
Part A of
Form N-1A
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Condensed Financial Financial Highlights
Information
4. General Description of Investment Objective and
Registrant Policies; Further
Information About The
Fund
5. Management of the Fund Further Information About
The Fund; Management
6. Capital Stock and Other Cover Page; Investor
Securities Line; Distributions;
Taxes;
7. Purchase of Securities Expense Summary;
Being Offered Alternative Purchase
Methods; Special
Shareholder Services; How
to Invest in The
Dreyfus/Laurel Funds;
Distribution and Service
Plans; How to Exchange
Your Investment From One
Fund to Another;
8. Redemption or Repurchase How to Redeem Shares
9. Pending Legal Proceedings N.A.
- 9 -
<PAGE>
Items in Statement of Additional
Part B of Information Caption
Form N-1A
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Management of the Trust
History
13. Investment Objectives and Investment Policies
Policies
14. Management of the Fund Management of the Trust;
Trustees and Officers of
the Trust
15. Control Persons and Management of the Trust;
Principal Holders of Miscellaneous;
Securities
16. Investment Advisory and Management of the Trust;
Other Services Investment Manager;
Shareholder Services
17. Brokerage Allocation and Investment Policies;
Other Practices Portfolio Transactions
18. Capital Stock and Other Description of the Trust;
Securities See Prospectus -- "Cover
Page"; "How to Redeem
Fund Shares"; "Further
Information About The
Fund; The Dreyfus/Laurel
Funds Trust"
19. Purchase, Redemption and Purchase of Shares;
Pricing of Securities Being Distribution and Service
Offered Plans; Redemption of
Shares; Valuation of
Shares
20. Tax Status Taxes
21. Underwriters Purchase of Shares;
Distribution and Service
Plans; Amounts Expended
22. Calculation of Performance Performance Data
Data
23. Financial Statements Financial Statements
- 10 -
<PAGE>
THE DREYFUS/LAUREL FUNDS TRUST
CONTENTS OF POST-EFFECTIVE AMENDMENT
This post-effective amendment to the registration Statement of The
Dreyfus/Laurel Funds Trust contains the following documents:
Facing Sheet
Cross-Reference Sheet
Contents of Post-Effective Amendment
Part A - Prospectus
- Dreyfus Core Value Fund*
- Dreyfus Special Growth Fund*
- Premier Limited Term Government
Securities Fund*
- Premier Managed Income Fund*
Part B - Statement of Additional Information
- Dreyfus Core Value Fund*
- Dreyfus Special Growth Fund*
- Premier Limited Term Government
Securities Fund*
- Premier Managed Income Fund*
Part C - Other Information
Signature Page - The Dreyfus/Laurel Funds Trust
Exhibits
___________
*Incorporated by reference to Post-Effective Amendment No. 91 to the
Registration Statement on Form N1-A, filed on October 14, 1994.
- 11 -
<PAGE>
THE DREYFUS/LAUREL FUNDS TRUST
(formerly The Laurel Funds Trust)
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights. To be filed by amendment.
Included in Part B: The following are to be filed by
amendment:
- Reports of Independent Accountants.
- Portfolio of Investments.
- Statement of Assets and Liabilities.
- Statement of Operations.
- Statements of Changes in Net Assets.
- Notes to Financial Statements.
(b) Exhibits:
1(a) Second Amended and Restated Agreement and
Declaration of Trust is incorporated by reference
to Post-Effective Amendment No. 87.
1(b) Amendment No. 1 to Registrant's Second Amended
and Restated Agreement and Declaration of Trust
filed on February 7, 1994 is incorporated by
reference to Post-Effective Amendment No. 90.
1(c) Amendment No. 2 to Registrant's Second Amended
and Restated Agreement and Declaration of Trust
filed on March 31, 1994 is incorporated by
reference to Post-Effective Amendment No. 90.
1(d) Amendment No. 3 to Registrant's Second Amended
and Restated Agreement and Declaration of Trust
filed herewith.
1(e) Amendment No. 4 to Registrant's Second Amended
and Restated Agreement and Declaration. To be
filed by amendment.
2 Amended and Restated By-Laws are incorporated by
reference to Post-Effective Amendment No. 75.
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<PAGE>
3 Not Applicable.
4 Specimen security. To be filed by amendment.
5(a) Investment Management Agreement between the
Registrant and Mellon Bank, N.A., dated April 4,
1994 is incorporated by reference to Post-
Effective Amendment No. 90.
5(b) Assignment Agreement among the Registrant, Mellon
Bank, N.A. and The Dreyfus Corporation, dated as
of October 17, 1994, (relating to Investment
Management Agreement dated April 4, 1994) filed
herewith.
6 Distribution Agreement between the Registrant and
Premier Mutual Fund Services, Inc., dated as of
October 17, 1994, filed herewith.
7 Not applicable.
8(a) Custody and Fund Accounting Agreement between the
Registrant and Mellon Bank, N.A., dated April 4,
1994, is incorporated by reference to Post-
Effective Amendment No. 90.
8(b) Amendment to Custody and Fund Accounting
Agreement, dated August 1, 1994, filed herewith.
9(a) Transfer Agent Agreement between the Registrant
and Boston Safe Deposit and Trust Company
(currently known as The Shareholder Services
Group, Inc.) is incorporated by reference to
Post-Effective Amendment No. 62.
9(b) Supplement to Transfer Agent Agreement for the
Registrant, dated June 1, 1989, is incorporated
by reference to Post-Effective Amendment No. 78.
9(c) Supplement to Transfer Agent Agreement for the
Registrant, dated April 4, 1994, filed herewith.
10 Opinion and consent of counsel. To be filed by
amendment.
11 Not applicable.
12 Not Applicable.
13 Not Applicable.
14 Not applicable.
- 13 -
<PAGE>
15(a) Restated Distribution Plan (relating to Investor
Shares and Class A Shares) filed herewith.
15(b) Distribution and Service Plans (relating to Class
B Shares and Class C Shares). To be filed by
amendment.
16 Performance Information is incorporated by
reference to Post-Effective Amendment No. 76.
Item 25. Persons Controlled By or Under Common Control with
Registrant
Not Applicable.
Item 26. Number of Holders of Securities
Set forth below are the number of recordholders of securities of
each series of the Registrant, as of December 8, 1994.
<TABLE>
<CAPTION>
Title of Class Number of Record Holders
<S> <C> <C> <C> <C>
Class A Investor Class Class R Institutional
Dreyfus Core Value Fund N/A 20,107 14 1,902
Premier Managed Income Fund 6,163 N/A 63 N/A
Dreyfus Special Growth Fund N/A 7,899 42 N/A
Premier Limited Term Government 2,902 N/A 1 N/A
Securities Fund
</TABLE>
Item 27. Indemnification
Under a provision of the Registrant's Second Amended and Restated
Agreement and Declaration of Trust (the "Declaration of Trust"), any past
or present Trustee or officer of the Registrant is indemnified to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him/her in connection with any action, suit or
proceeding to which he/she may be a party or otherwise involved by reason
of his/her being or having been a Trustee or officer of the Registrant.
This provision does not authorize indemnification against any liability to
the Registrant or its shareholders to which such Trustee or officer would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his/her duties. Moreover, this
provision does not authorize indemnification where such Trustee or officer
is finally adjudicated not to have acted in good faith in the reasonable
belief that his/her actions were in or not opposed to the best interests
- 14 -
<PAGE>
of the Registrant. Expenses may be paid by the Registrant in advance of
the final disposition of any action, suit or proceeding upon receipt of an
undertaking by such Trustee or officer to repay such expenses to the
Registrant if it is ultimately determined that indemnification of such
expenses is not authorized under the Declaration of Trust.
Item 28(a). Business and Other Connections of Investment Adviser
Investment Adviser -- The Dreyfus Corporation
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.
Officers and Directors of Investment Adviser
Name and Position
with Dreyfus Other Businesses
MANDELL L. BERMAN Real estate consultant and
Director private investor
29100 Northwestern Highway,
Suite 370
Southfield, Michigan 48034
Past Chairman of the Board
of Trustees of Skillman
Foundation.
Member of The Board of
Vintners Intl.
FRANK V. CAHOUET Chairman of the Board,
Director President and Chief
Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
- 15 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258
Director:
Avery Dennison Corporation
150 North Orange Grove
Boulevard
Pasadena, California 9103;
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,
Director Read & Co. Inc.
535 Madison Avenue
New York, New York 10022;
Director and member of the
Executive Committee of
Avnet, Inc.**
DAVID B. TRUMAN Educational consultant;
Director
Past President of the
Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount
Holyoke College
South Hadley, Massachusetts
01075;
Former Director:
Student Loan Marketing
Association
1055 Thomas Jefferson
Street, N.W.
Washington, D.C. 20006;
Former Trustee:
- 16 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
College Retirement Equities
Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board and
Chief Executive Officer Dreyfus Acquisition
Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Land Development
Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service
Corporation;
Chairman of the Board and
Chief Executive Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++
The Dreyfus Fund
International Limited+++++
World Balanced Fund+++
Dreyfus Partnership
Management, Inc.*;
Dreyfus Personal
Management, Inc. *;
Dreyfus Precious Metals,
Inc.*;
Dreyfus Realty Advisors,
Inc.+++;
Dreyfus Service
Organization, Inc.*;
The Dreyfus Trust
Company++;
- 17 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
Seven Six Seven Agency,
Inc.*;
Trustee:
Corporate Property
Investors
New York, New York;
JULIAN M. SMERLING Director and Executive Vice
Vice Chairman of the Board President:
of Directors
Dreyfus Service
Corporation*;
Director and Vice
President:
Dreyfus Service
Organization, Inc.*;
Vice Chairman and Director:
The Dreyfus Trust
Company++;
The Dreyfus Trust Company
(N.J.)+;
Director:
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Partnership
Management, Inc.*;
Seven Six Seven Agency,
Inc.*
JOSEPH S. DiMARTINO Director and Chairman of
President, and Director the Board:
The Dreyfus Trust
Company++;
Director and President:
Dreyfus Acquisition
Corporation*;
The Dreyfus Consumer Credit
Corporation*;
- 18 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
Dreyfus Partnership
Management, Inc.*;
The Dreyfus Trust Company
(N.J.)++;
Director and Executive Vice
President:
Dreyfus Service
Corporation*;
Director and Vice
President:
Dreyfus Service
Organization, Inc.*;
Director:
Dreyfus Management, Inc.*;
Dreyfus Personal
Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania
17837
Vice President and former
Treasurer and Director:
National Muscular Dystrophy
Association
810 Seventh Avenue
New York, New York 10019;
President, Chief Operating
Officer and Director:
Major Trading Corporation*
KEITH SMITH Chairman and Chief
Chief Operating Officer Executive Officer:
The Boston Company
One Boston Place
Boston, Massachusetts 02108
- 19 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258
Director:
Dentsply International,
Inc.
570 West College Avenue
York, Pennsylvania 17405
PAUL H. SNYDER Director:
Vice President and Chief
Financial Officer Pennsylvania Economy League
Philadelphia, Pennsylvania;
Children's Crisis Treatment
Center
Philadelphia, Pennsylvania;
Director and Vice
President:
Financial Executives
Institute
Philadelphia Chapter
Philadelphia, Pennsylvania;
LAWRENCE S. KASH Chairman, President and
Vice Chairman, Distribution Chief Executive Officer:
The Boston Advisers, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
President:
The Boston Company
One Boston Place
Boston, Massachusetts
02108;
- 20 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Boston Group Holdings, Inc.
Executive Vice President
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
JAY R. DEMARTINE Chairman of the Board and
Vice President, Marketing President:
The Woodbury Society
16 Woodbury lane
Ogunquit, ME 03907;
Former Managing Director:
Bankers Trust Company
280 Park Avenue
New York, NY 10017;
BARBARA E. CASEY President:
Vice President, Retirement Dreyfus Retirement
Services Services;
Executive Vice President:
Boston Safe Deposit & Trust
Co.
One Boston Place
Boston, Massachusetts
02108;
DIANE M. COFFEY None
Vice President, Corporate
Communications
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant and
Director The Dreyfus Security
Savings Bank, F.S.B.
Director and Executive Vice
President:
- 21 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
Dreyfus Service
Corporation*;
Director and Vice
President:
Dreyfus Acquisition
Corporation*;
Dreyfus Service
Organization, Inc.*;
Director:
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Precious Metals,
Inc.*;
Dreyfus Thrift &
Commerce+++;
The Dreyfus Trust Company
(N.J.)++
Seven Six Seven Agency,
Inc.*;
ROBERT F. DUBUSS Director and Treasurer:
Vice President
Major Trading Corporation*;
Director and Vice
President:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals,
Inc.*;
Dreyfus Service
Corporation*;
Director:
The Dreyfus Trust
Company++;
- 22 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
The Dreyfus Trust Company
(N.J.)++;
Dreyfus Thrift &
Commerce****
ELIE M. GENADRY President:
Vice President,
Wholesale Institutional Services
Division of 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++;
Vice President-Sales:
The Dreyfus Trust Company
(N.J.)++;
DANIEL C. MACLEAN Director, Vice President
Vice President and General and Secretary:
Counsel
Dreyfus Previous Metals,
Inc.*;
Director and Vice
President:
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company
(N.J.)++;
Director and Secretary:
- 23 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
Dreyfus Partnership
Management, Inc.*;
Major Trading Corporation
*;
The Truepenny Corporation+;
Director:
The Dreyfus Trust
Company++;
Secretary:
Seven Six Seven Agency,
Inc.*;
JEFFREY N. NACHMAN None
Vice President,
Fund Administration
PHILIP L. TOIA Chairman of the Board and
Vice Chairman, Operations Vice President;
and Administration Dreyfus Thrift &
Commerce****;
Director:
The Dreyfus Security
Savings Bank F.S.B.+;
Senior Loan Officer and
Director:
The Dreyfus Trust
Company++;
Vice President:
The Dreyfus Consumer Credit
Corporation*;
President and Director:
Dreyfus Personal
Management, Inc.*;
Director:
Dreyfus Realty Advisors,
Inc.+++;
Formerly, Senior Vice
President:
- 24 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
The Chase Manhattan Bank,
N.A. and The Chase
Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
KATHERINE C. WICKHAM Formerly, Assistant
Vice President, Commissioner:
Human Resources
Department of Parks and
Recreation of the City of
New York
830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller
Dreyfus Partnership
Management, Inc.*;
Dreyfus Service
Organization, Inc.*;
Seven Six Seven Agency,
Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition
Corporation*;
The Dreyfus Trust
Company++;
The Dreyfus Trust Company
(N.J.)++;
The Dreyfus Consumer Credit
Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-
Financial Planning,
Administration and Tax:
- 25 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
Showtime/The Movie Channel,
Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Secretary:
Vice President, Fund Legal
and Compliance The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service
Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary
Dreyfus Management, Inc.*;
Dreyfus Service
Corporation*;
The Truepenny Corporation*
___________________________
* The address of the business so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the business so indicated is 80 Cutter
Mill Road, Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway,
New York, New York 10006.
**** The address of the business so indicated is Five Triad
Center, Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium
Building, 80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One
Rockefeller Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriter
- 26 -
<PAGE>
(a) Premier Mutual Fund Services, Inc.
("Premier") currently serves as the distributor for The Dreyfus/Laurel
Funds Trust. Premier is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of National Association of
Securities Dealers, Inc. Premier is a wholly-owned subsidiary of
Institutional Administration Services, Inc., the parent company of which
is Boston Institutional Group, Inc.
Premier also currently serves as the exclusive distributor or principal
underwriter for the following investment companies:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, 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
- 27 -
<PAGE>
42) Dreyfus Michigan Municipal Money Market Fund, Inc.
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 Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) Dreyfus Short-Term Income Fund, Inc.
65) The Dreyfus Socially Responsible Growth Fund, Inc.
66) Dreyfus Strategic Growth, L.P.
67) Dreyfus Strategic Income
68) Dreyfus Strategic Investing
69) Dreyfus Tax Exempt Cash Management
70) Dreyfus Treasury Cash Management
71) Dreyfus Treasury Prime Cash Management
72) Dreyfus Variable Investment Fund
73) Dreyfus-Wilshire Target Funds, Inc.
74) Dreyfus Worldwide Dollar Money Market Fund, Inc.
75) First Prairie Cash Management
76) First Prairie Diversified Asset Fund
77) First Prairie Money Market Fund
78) First Prairie Municipal Money Market Fund
79) First Prairie Tax Exempt Bond Fund, Inc.
80) First Prairie U.S. Government Income Fund
81) First Prairie U.S. Treasury Securities Cash Management
82) General California Municipal Bond Fund, Inc.
83) General California Municipal Money Market Fund
84) General Government Securities Money Market Fund, Inc.
85) General Money Market Fund, Inc.
86) General Municipal Bond Fund, Inc.
87) General Municipal Money Market Fund, Inc.
88) General New York Municipal Bond Fund, Inc.
89) General New York Municipal Money Market Fund
90) Pacific American Fund
91) Peoples Index Fund, Inc.
92) Peoples S&P MidCap Index Fund, Inc.
93) Premier Insured Municipal Bond Fund
- 28 -
<PAGE>
94) Premier California Municipal Bond Fund
95) Premier GNMA Fund
96) Premier Growth Fund, Inc.
97) Premier Municipal Bond Fund
98) Premier New York Municipal Bond Fund
99) Premier State Municipal Bond Fund
100) The Dreyfus/Laurel Funds, Inc.
101) The Dreyfus/Laurel Tax-Free Municipal Funds
102) The Dreyfus/Laurel Investment Series
(b) The names of the principal executive officers
of Premier together with their respective positions with Premier and their
positions and offices with the Registrant, are set forth below.
Position and Position and
Name Office(s) with Office(s)
and Address Premier with Registrant
Marie E. Connolly* Director, President President & Treasurer
& Chief Operating
Officer
- 29 -
<PAGE>
John E. Pelletier* Senior Vice President Vice President &
& General Counsel Secretary
Joseph F. Tower, III* Senior Vice President Assistant Treasurer
& Chief Financial
Officer
John J. Pyburn** Vice President Assistant Treasurer
Jean M. O'Leary* Assistant Secretary N/A
Eric B. Fischman** Vice President & Vice President &
Associate General Assistant Secretary
Counsel
Frederic C. Dey** Senior Vice President Vice President &
Assistant Treasurer
Ruth D. Leibert** Assistant Vice Assistant Secretary
President
Paul D. Furcinito** Assistant Vice Assistant Secretary
President
*Address: Funds Distributor, Inc., Exchange Place, Boston, MA 02109.
**Address: Premier Mutual Fund Services, Inc., 200 Park Avenue, New York,
NY 10166.
Item 30. Location of Accounts and Records
(1) The Dreyfus/Laurel Funds Trust
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
(2) Mellon Bank, N.A.
c/o The Boston Company Advisers, Inc.
4th Floor
One Exchange Place
Boston, MA 02109
(3) Mellon Bank, N.A.
c/o The Boston Company, Inc.
5th Floor
One Boston Place
Boston, MA 02108
(4) Mellon Bank, N.A.
The Park Square Building
31 St. James Avenue
Boston, MA 02116
- 30 -
<PAGE>
(5) The Shareholder Services Group, Inc.
1 American Express Plaza
Providence, RI 02903
(6) Mellon Bank, N.A.
One Mellon Bank Center
39th Floor
Pittsburgh, PA 15258
(7) The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
(c) Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders,
upon request and without charge.
- 31 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant, The Dreyfus/Laurel Funds Trust (formerly The Laurel Funds
Trust), certifies that it meets all of the requirements for effectiveness
of this Amendment to its Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Boston, the Commonwealth of
Massachusetts on the 12th day of December, 1994.
THE DREYFUS/LAUREL FUNDS
TRUST
/s/ Marie E. Connolly
_____________________________
Marie E. Connolly
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ Marie E. Connolly
___________________________ President, Treasurer 12/12/94
Marie E. Connolly
- 32 -
<PAGE>
/s/ Ruth Marie Adams
_________________________ Trustee 12/12/94
Ruth Marie Adams
/s/ James M. Fitzgibbons
________________________ Trustee 12/12/94
James M. Fitzgibbons
/s/ Kenneth A. Himmel
________________________ Trustee 12/12/94
Kenneth A. Himmel
/s/ Stephen J. Lockwood
________________________ Trustee 12/12/94
Stephen J. Lockwood
/s/ Roslyn M. Watson
________________________ Trustee 12/12/94
Roslyn M. Watson
/s/ J. Tomlinson Fort
________________________ Trustee 12/12/94
J. Tomlinson Fort
/s/ Arthur L. Goeschel
________________________ Trustee 12/12/94
Arthur L. Goeschel
/s/ Arch S. Jeffery
________________________ Trustee 12/12/94
Arch S. Jeffery
/s/ Robert D. McBride
________________________ Trustee 12/12/94
Robert D. McBride
/s/ John L. Propst
________________________ Trustee 12/12/94
John L. Propst
- 33 -
<PAGE>
/s/ John J. Sciullo
________________________ Trustee 12/12/94
John J. Sciullo
- 34 -
<PAGE>
Ex-99.B1
THE LAUREL FUNDS TRUST
AMENDMENT NO.3 TO THE SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
The undersigned, the President of The Laurel Funds Trust (the
"Trust"), does hereby certify that, pursuant to Article VII, Section 7.3
of the Trust's Second Amended and Restated Agreement and Declaration of
Trust dated December 9, 1992 (the "Trust Instrument"), the following votes
were duly adopted by at least a majority of the Trustees of the Trust at
meetings held July 27, 1994 and September 23, 1994, at which meetings a
quorum was present and acting throughout.
VOTED: That, effective upon the closing of the acquisition of The
Dreyfus Corporation by Mellon Bank, N.A., or upon such later date
as the President of the Trust shall determine, Article I, Section
1.1 of the Trust Instrument shall be amended in the following
respect:
"Name: This Trust shall be known as "The Dreyfus/Laurel
Funds Trust," and the Trustees shall conduct the business
of the Trust under that name or any other name or names
as they may from time to time determine.
FURTHER
VOTED: That the name of each investment portfolio of the Trust shall be
changed to the name set forth below, effective as of October 17,
1994, or such other date as the appropriate officers of the Trust
shall determine:
Laurel Capital Appreciation Fund Dreyfus Core Value Fund
Laurel Special Growth Fund Dreyfus Special Growth Fund
Laurel Government Money Fund Dreyfus/Laurel Government Money Fund
Laurel Cash Management Fund Dreyfus/Laurel Cash Management Fund
Laurel Intermediate Term Government Premier Limited Term Government
Securities Fund Securities Fund
Laurel Managed Income Fund Premier Managed Income Fund
FURTHER
VOTED: That pursuant to Article VII, Section 7.3 of the Second Amended
and Restated Agreement and Declaration of Trust dated December 9,
1992 (the "Trust Instrument") of The Laurel Funds Trust (the
"Trust"), Article IV, Section 4.2 of the Trust Instrument shall
be amended to reflect the foregoing changes in the names of the
Trust's investment portfolios and to read in its entirety as
follows:
DC-171667.1
<PAGE>
Section 4.2 Establishment and Designation of Series.
Without limiting the authority of the Trustees set forth
in Section 4.1 to establish and designate any further
Series, the Trustees hereby establish and designate six
Series: "Dreyfus Core Value Fund," "Dreyfus Special
Growth Fund," "Dreyfus/Laurel Government Money Fund,"
"Dreyfus/Laurel Cash Management Fund," "Premier Managed
Income Fund" and "Premier Limited Term Government
Securities Fund." The Shares of such Series, and any
Shares of any further Series that may from time to time
be established and designated by the Trustees, shall
(unless the Trustees otherwise determine with respect to
some further Series at the time of establishing and
designating the same) have the following relative rights
and preferences: . . .; and
FURTHER
VOTED: That any officer of the Trust be, and each of them hereby is,
authorized to prepare, execute, seal and deliver any and all
documents, instruments, certificates, papers and writings; to
file the same with any public official including, without
limitation, the Secretary of State of The Commonwealth of
Massachusetts and the Boston City Clerk; and to do any and all
other acts, in the name of the Trust or on its behalf, as may be
necessary or advisable in connection with or in furtherance of
the foregoing votes; and
FURTHER
VOTED: That the foregoing amendment to the Trust's Trust Instrument
shall be effective on October 17, 1994, or such other date as the
appropriate officers of the Trust shall determine, upon the
filing of an instrument containing the same with the Secretary of
State of The Commonwealth of Massachusetts and the Boston City
Clerk.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand
this 17th day of October, 1994.
/s/ Marie E. Connolly
________________________
Marie E. Connolly
President
<PAGE>
EX-99.B5
ASSIGNMENT AND ASSUMPTION OF
INVESTMENT MANAGEMENT AGREEMENT
ASSIGNMENT AND ASSUMPTION OF INVESTMENT MANAGEMENT AGREEMENT,
made as of the 17th day of October, 1994, by and among The Dreyfus/Laurel
Funds Trust (formerly, The Laurel Funds Trust), a Massachusetts business
trust (the "Trust"), MELLON BANK, N.A., a national banking corporation
organized under the laws of the United States ("Mellon Bank"), and THE
DREYFUS CORPORATION, a New York corporation ("Dreyfus").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trust consists of several distinct investment
portfolios or series (collectively, the "Funds"); and
WHEREAS, the Trust, on behalf of the Funds, and Mellon Bank
entered into an Investment Management Agreement on April 4, 1994, under
which Mellon Bank serves as the investment manager (the "Investment
Manager") for the Funds of the Trust; and
WHEREAS, Mellon Bank desires that its interest, rights,
responsibilities and obligations in and under the Investment Management
Agreement be assigned to Dreyfus and Dreyfus desires to assume Mellon
Bank's interest, rights, responsibilities and obligations in and under the
Investment Management Agreement; and
WHEREAS, this Agreement does not result in a change of actual
control or management of the Investment Manager to the Funds and,
therefore, is not an "assignment" as defined in Section 2(a)(4) of the Act
nor an "assignment" for purposes of Section 15(a)(4) of the Act.
NOW, THEREFORE, in consideration of the mutual covenants set
forth in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
1. Assignment. Effective as of the date first set forth
above (the "Effective Date"), Mellon Bank hereby assigns to Dreyfus all of
Mellon Bank's interest, rights, responsibilities and obligations in and
under the Investment Management Agreement dated April 4, 1994, to which
Mellon Bank is a party with the Trust.
DC-171668.1
<PAGE>
2. Assumption and Performance of Duties. As of the
Effective Date, Dreyfus hereby accepts all of Mellon Bank's interest and
rights, and assumes and agrees to perform all of Mellon Bank's
responsibilities and obligations in and under the Investment Management
Agreement; Dreyfus agrees to be subject to all of the terms and conditions
of said Agreement; and Dreyfus shall indemnify and hold harmless Mellon
Bank from any claim or demand made thereunder arising or incurred after
the Effective Date.
3. Representation of Dreyfus. Dreyfus represents and
warrants that: (1) it is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended; and (2) Mellon Bank is its
sole shareholder.
4. Consent. The Trust hereby consents to this assignment by
Mellon Bank to Dreyfus of Mellon Bank's interest, rights, responsibilities
and obligations in and under the Investment Management Agreement and to
the acceptance and assumption by Dreyfus of the same. The Trust agrees,
subject to the terms and conditions of said Agreement, to look solely to
Dreyfus for the performance of the Investment Manager's responsibilities
and obligations under said Agreement from and after the Effective Date,
and to recognize as inuring solely to Dreyfus the interest and rights
heretofore held by Mellon Bank thereunder.
5. Limitation of Liability of Trustees, Officers and
Shareholders. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally, but
shall bind only the trust property of the Trust, as provided in the Second
Amended and Restated Agreement and Declaration of Trust of the Trust. The
execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by the President of the Trust, acting as
such, and neither such authorization by such Trustees nor such execution
and delivery by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Trust as provided in its
Second Amended and Restated Agreement and Declaration of Trust.
6. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized officers hereunto duly attested.
Attest: The Dreyfus/Laurel Funds Trust
/s/ John Pelletier /s/ Marie E. Connolly
_____________________________ By: ________________________________
Secretary Name:
Title:
Attest: Mellon Bank, N.A.
/s/ David Mossman
_____________________________ By: ________________________________
Secretary Name:
Title:
Attest: The Dreyfus Corporation
/s/ Mark Jacobs
_____________________________ By: ________________________________
Secretary Name:
Title:
-3-
<PAGE>
DISTRIBUTION AGREEMENT
The Dreyfus/Laurel Funds Trust
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
October 17, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund") has
agreed that you shall be, for the period of this agreement, the
distributor of (a) shares of each Series of the Fund set forth on Exhibit
A hereto, as such Exhibit may be revised from time to time (each, a
"Series") or (b) if no Series are set forth on such Exhibit, shares of the
Fund. For purposes of this agreement the term "Shares" shall mean the
authorized shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
------------------------
1.1 You will act as agent for the distribution of Shares covered
by, and in accordance with, the registration statement and prospectus then
in effect under the Securities Act of 1933, as amended, and will transmit
promptly any orders received by you for purchase or redemption of Shares
to the Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the
sale of Shares. It is contemplated that you will enter into sales or
servicing agreements with securities dealers, financial institutions and
other industry professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your own
behalf as principal.
1.3 You shall act as distributor of Shares in compliance with
all applicable laws, rules and regulations, including, without limitation,
all rules and regulations made or adopted pursuant to the Investment
Company Act of 1940, as amended, by the Securities and Exchange as
amended.
DC-171711.1
<PAGE>
1.4 Whenever in their judgment such action is warranted by
market, economic or political conditions, or by abnormal circumstances of
any kind, the Fund's officers may decline to accept any orders for, or
make any sales of, any Shares until such time as they deem it advisable to
accept such orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection
with the registration of Shares under the Securities Act of 1933, as
amended, and all expenses in connection with maintaining facilities for
the issue and transfer of Shares and for supplying information, prices and
other data to be furnished by the Fund hereunder, and all expenses in
connection with the preparation and printing of the Fund's prospectuses
and statements of additional information for regulatory purposes and for
distribution to shareholders; provided, however, that nothing contained
herein shall be deemed to require the Fund to pay any of the costs of
advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take all actions which
may be reasonably necessary in the discretion of the Fund's officers in
connection with the qualification of Shares for sale in such states as you
may designate to the Fund and the Fund may approve, and the Fund agrees to
pay all expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your own
qualification as a dealer under state or Federal laws and, except as
otherwise specifically provided in this agreement, all other expenses
incurred by you in connection with the sale of Shares as contemplated in
this agreement.
1.7 The Fund shall furnish you from time to time, for use in
connection with the sale of Shares, such information with respect to the
Fund or any relevant Series and the Shares as you may reasonably request,
all of which shall be signed by one or more of the Fund's duly authorized
officers; and the Fund warrants that the statements contained in any such
information, when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with: (a) semi-
annual reports and annual audited reports of the Fund's books and accounts
made by independent public accountants regularly retained by the Fund, (b)
quarterly earnings statements prepared by the Fund, (c) a monthly itemized
list of the securities in the Fund's or, if applicable, each Series'
portfolio, (d) monthly balance sheets as soon as practicable after the end
of each month, and (e) from time to time such additional information
regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements
and prospectuses filed by the Fund with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, with respect to the Shares
have been carefully prepared in conformity with the requirements of said
Acts and rules and regulations of the Securities and Exchange Commission
thereunder. As used in this agreement the terms "registration statement"
and "prospectus" shall mean any registration statement and prospectus,
including the statement of additional information incorporated by
<PAGE>
reference therein, filed with the Securities and Exchange Commission and
any amendments and supplements thereto which at any time shall have been
filed with said Commission. The Fund represents and warrants to you that
any registration statement and prospectus, when such registration
statement becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and regulations
of said Commission; that all statements of fact contained in any such
registration statement and prospectus will be true and correct when such
registration statement becomes effective; and that neither any
registration statement nor any prospectus when such registration statement
becomes effective will include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Fund may but shall not
be obligated to propose from time to time such amendment or amendments to
any registration statement and such supplement or supplements to any
prospectus as, in the light of future developments, may, in the opinion of
the Fund's counsel, be necessary or advisable. If the Fund shall not
propose such amendment or amendments and/or supplement or supplements
within fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement or decline
to make offers of the Fund's securities until such amendments are made.
The Fund shall not file any amendment to any registration statement or
supplement to any prospectus without giving you reasonable notice thereof
in advance; provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to any
prospectus, of whatever character, as the Fund may deem advisable, such
right being in all respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form
furnished to you from time to time, in connection with the sale of Shares.
The Fund agrees to indemnify, defend and hold you, your several officers
and directors, and any person who controls you within the meaning of
Section 15 of the Securities Act of 1933, as amended, free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
you, your officers and directors, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under common law or
otherwise, arising out of or based upon any untrue statement, or alleged
untrue statement, of a material fact contained in any registration
statement or any prospectus or arising out of or based upon any omission,
or alleged omission, to state a material fact required to be stated in
either any registration statement or any prospectus or necessary to make
the statements in either thereof not misleading; provided, however, that
the Fund's agreement to indemnify you, your officers or directors, and any
such controlling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or alleged
untrue statement or omission or alleged omission made in any registration
statement or prospectus in reliance upon and in conformity with written
information furnished to the Fund by you specifically for use in the
preparation thereof. The Fund's agreement to indemnify you, your officers
and directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against
<PAGE>
you, your officers or directors, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Fund at
its address set forth above within ten days after the summons or other
first legal process shall have been served. The failure so to notify the
Fund of any such action shall not relieve the Fund from any liability
which the Fund may have to the person against whom such action is brought
by reason of any such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's indemnity
agreement contained in this paragraph 1.9. The Fund will be entitled to
assume the defense of any suit brought to enforce any such claim, demand
or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Fund and approved by you. In the
event the Fund elects to assume the defense of any such suit and retain
counsel of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional counsel
retained by any of them; but in case the Fund does not elect to assume the
defense of any such suit, or in case you do not approve of counsel chosen
by the Fund, the Fund will reimburse you, your officers and directors, or
the controlling person or persons named as defendant or defendants in such
suit, for the fees and expenses of any counsel retained by you or them.
The Fund's indemnification agreement contained in this paragraph 1.9 and
the Fund's representations and warranties in this agreement shall remain
operative and in full force and effect regardless of any investigation
made by or on behalf of you, your officers and directors, or any
controlling person, and shall survive the delivery of any Shares. This
agreement of indemnity will inure exclusively to your benefit, to the
benefit of your several officers and directors, and their respective
estates, and to the benefit of any controlling persons and their
successors. The Fund agrees promptly to notify you of the commencement of
any litigation or proceedings against the Fund or any of its officers or
Board members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its
several officers and Board members, and any person who controls the Fund
within the meaning of Section 15 of the Securities Act of 1933, as
amended, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending
such claims, demands or liabilities and any counsel fees incurred in
connection therewith) which the Fund, its officers or Board members, or
any such controlling person, may incur under the Securities Act of 1933,
as amended, or under common law or otherwise, but only to the extent that
such liability or expense incurred by the Fund, its officers or Board
members, or such controlling person resulting from such claims or demands,
shall arise out of or be based upon any untrue, or alleged untrue,
statement of a material fact contained in information furnished in writing
by you to the Fund specifically for use in the Fund's registration
statement and used in the answers to any of the items of the registration
statement or in the corresponding statements made in the prospectus, or
shall arise out of or be based upon any omission, or alleged omission, to
state a material fact in connection with such information furnished in
writing by you to the Fund and required to be stated in such answers or
necessary to make such information not misleading. Your agreement to
indemnify the Fund, its officers and Board members, and any such
controlling person, as aforesaid, is expressly conditioned upon your being
<PAGE>
notified of any action brought against the Fund, its officers or Board
members, or any such controlling person, such notification to be given by
letter or telegram addressed to you at your address set forth above within
ten days after the summons or other first legal process shall have been
served. You shall have the right to control the defense of such action,
with counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or omission on your
part, and in any other event the Fund, its officers or Board members, or
such controlling person shall each have the right to participate in the
defense or preparation of the defense of any such action. The failure so
to notify you of any such action shall not relieve you from any liability
which you may have to the Fund, its officers or Board members, or to such
controlling person by reason of any such untrue, or alleged untrue,
statement or omission, or alleged omission, otherwise than on account of
your indemnity agreement contained in this paragraph 1.10. This agreement
of indemnity will inure exclusively to the Fund's benefit, to the benefit
of the Fund's officers and Board members, and their respective estates,
and to the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or directors
in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under
any of the provisions of this agreement and no orders for the purchase or
sale of such Shares hereunder shall be accepted by the Fund if and so long
as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the
provisions of the Securities Act of 1933, as amended, or if and so long as
a current prospectus as required by Section 10 of said Act, as amended, is
not on file with the Securities and Exchange Commission; provided,
however, that nothing contained in this paragraph 1.11 shall in any way
restrict or have an application to or bearing upon the Fund's obligation
to repurchase any Shares from any shareholder in accordance with the
provisions of the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commission
for amendments to the registration statement or prospectus then in effect
or for additional information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the effectiveness of the
registration statement or prospectus then in effect or the initiation of
any proceeding for that purpose;
(c) of the happening of any event which makes untrue any
statement of a material fact made in the registration statement or
prospectus then in effect or which requires the making of a change in such
registration statement or prospectus in order to make the statements
therein not misleading; and
<PAGE>
(d) of all actions of the Securities and Exchange Commission
with respect to any amendments to any registration statement or prospectus
which may from time to time be filed with the Securities and Exchange
Commission.
2. Offering Price
--------------
Shares of any class of the Fund offered for sale by you shall be
offered for sale at a price per share (the "offering price") approximately
equal to (a) their net asset value (determined in the manner set forth in
the Fund's charter documents) plus (b) a sales charge, if any and except
to those persons set forth in the then-current prospectus, which shall be
the percentage of the offering price of such Shares as set forth in the
Fund's then-current prospectus. The offering price, if not an exact
multiple of one cent, shall be adjusted to the nearest cent. In addition,
Shares of any class of the Fund offered for sale by you may be subject to
a contingent deferred sales charge as set forth in the Fund's then-current
prospectus. You shall be entitled to receive any sales charge or
contingent deferred sales charge in respect of the Shares. Any payments
to dealers shall be governed by a separate agreement between you and such
dealer and the Fund's then-current prospectus.
3. Term
----
This agreement shall continue until the date (the "Reapproval
Date") set forth on Exhibit A hereto (and, if the Fund has Series, a
separate Reapproval Date shall be specified on Exhibit A for each Series),
and thereafter shall continue automatically for successive annual periods
ending on the day (the "Reapproval Day") of each year set forth on Exhibit
A hereto, provided such continuance is specifically approved at least
annually by (i) the Fund's Board or (ii) vote of a majority (as defined in
the Investment Company Act of 1940) of the Shares of the Fund or the
relevant Series, as the case may be, provided that in either event its
continuance also is approved by a majority of the Board members who are
not "interested persons" (as defined in said Act) of any party to this
agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This agreement is terminable without penalty, on
60 days' notice, by vote of holders of a majority of the Fund's or, as to
any relevant Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case may be.
This agreement is terminable by you, upon 270 days' notice, effective on
or after the fifth anniversary of the date hereof. This agreement also
will terminate automatically, as to the Fund or relevant Series, as the
case may be, in the event of its assignment (as defined in said Act).
4. Exclusivity
-----------
So long as you act as the distributor of Shares, you shall not
perform any services for any entity other than investment companies
advised or administered by The Dreyfus Corporation. The Fund acknowledges
that the persons employed by you to assist in the performance of your
<PAGE>
duties under this agreement may not devote their full time to such service
and nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and devote time
and attention to other businesses or to render services of whatever kind
or nature.
5. Miscellaneous
-------------
Notice is hereby given that a copy of the Fund's Second Amended
and Restated Agreement and Declaration of Trust, dated December 9, 1992,
is on file with the Secretary of State of The Commonwealth of
Massachusetts, that the undersigned executed this agreement on behalf of
the Fund acting as an officer of the Fund and not individually, and that
the obligations of the Fund under this agreement are not binding upon any
Board member, officer or shareholder of the Fund individually, but are
binding only upon the assets and property of the Fund.
Please confirm that the foregoing is in accordance with your
understanding and indicate your acceptance hereof by signing below,
whereupon it shall become a binding agreement between us.
Very truly yours,
The Dreyfus/Laurel Funds Trust
/s/ Marie E. Connolly
By:_______________________________
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
/s/ Joseph F. Tower, III
By:________________________
<PAGE>
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
------------- -------------- --------------
Dreyfus Core Value Fund October 17, 1996 October 17th
Dreyfus Special Growth Fund October 17, 1996 October 17th
Dreyfus/Laurel Government October 17, 1996 October 17th
Money Fund
Dreyfus/Laurel Cash Management October 17, 1996 October 17th
Fund
Premier Limited Term Government October 17, 1996 October 17th
Securities Fund
Premier Managed Income Fund October 17, 1996 October 17th
<PAGE>
EX-99.B15
THE DREYFUS/LAUREL FUNDS TRUST
RESTATED DISTRIBUTION PLAN
WHEREAS, The Dreyfus/Laurel Funds Trust (formerly, The Laurel
Funds Trust) (the "Trust") is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended,
(the "1940 Act") and consists of one or more distinct portfolios of shares
of beneficial interest (collectively, the "Funds" and individually, a
"Fund"), as may be established and designated from time to time; and
WHEREAS, the Trust and its Distributor, a broker-dealer
registered under the Securities Act of 1934, as amended, have entered into
a Distribution Plan pursuant to which the Distributor will act as the
distributor of certain classes of shares (the "Shares") of the Funds; and
WHEREAS, the Board of Trustees of the Trust has adopted the
Distribution Plan in accordance with the requirements of the 1940 Act and
Rule 12b-1 thereunder, and has concluded, in the exercise of its
reasonable business judgment and in light of its fiduciary duties, that
there is a reasonable likelihood that the Distribution Plan will benefit
the Trust and the holders of its Shares;
NOW THEREFORE, the Trust hereby restates the Distribution Plan as
set forth below in this Restated Distribution Plan (the "Plan"):
Section 1. Payments for Distribution-Related Services. The Trust
may pay for any activities or expenses primarily intended to result in the
sale of certain classes of Shares of the Funds, as listed on Exhibit A, as
such Exhibit may be amended from time to time. Payments by the Trust under
this Section of this Plan will be calculated daily and paid monthly at a
rate or rates set from time to time by the Trust's Board of Trustees,
provided that no rate set by the Board for any Fund may exceed, on an
annual basis, 0.25% of the value of a Fund's average daily net assets
attributable to its Investor Shares or Class A Shares, as the case may be,
(except 0.15% of the value of the Dreyfus Core Value Fund's average daily
net assets attributable to such Fund's Institutional Shares).
Section 2. Expenses Covered by Plan. The fees payable under
Section 1 of this Plan may be used to compensate (i) Dreyfus Service
Corporation for shareholder servicing services provided by it, and/or (ii)
the Distributor for distribution and/or shareholder servicing services
provided by it, and related expenses incurred, including payments by the
Distributor to compensate banks, broker/dealers or other financial
institutions that have entered into written agreements with respect to
shareholder services and sales support services ("Agreements") with the
Distributor ("Selling and Servicing Agents"), for shareholder servicing
and sales support services provided, and related expenses incurred, by
such Selling and Servicing Agents.
DC-171670.1
<PAGE>
Section 3. Agreements. The Distributor may enter into written
Agreements with Selling and Servicing Agents, such Agreements to be
substantially in such forms as the Board of Trustees of the Trust may duly
approve from time to time.
Section 4. Limitations on Payments. Payment made by a
particular Fund under Section 1 must be for distribution and/or
shareholder servicing rendered for or on behalf of such Fund. However,
joint distribution or sales support financing with respect to a Fund
(which financing may also involve other investment portfolios or companies
that are affiliated persons of such a person, or affiliated persons of the
Distributor) shall be permitted in accordance with applicable regulations
of the Securities and Exchange Commission as in effect from time to time.
Except for the payments specified in Section 1, no additional
payments are to be made by the Trust under this Plan, provided that
nothing herein shall be deemed to preclude the payments a Fund is
otherwise obligated to make to The Dreyfus Corporation ("Dreyfus")
pursuant to the Investment Management Agreement, and for the expenses
otherwise incurred by such Fund and the Trust on behalf of the Shares in
the normal conduct of such Fund's business pursuant to the Investment
Management Agreement. To the extent any payments by the Trust on behalf
of a Fund to Dreyfus, or any affiliate thereof, or to any party pursuant
to any agreement, or, generally, by the Trust on behalf of a Fund to any
party, are deemed to be payments for the financing of any activity
primarily intended to result in the sale of the Shares within the context
of Rule 12b-1 under the 1940 Act, then such payments shall be deemed to
have been approved pursuant to this Plan without regard to Section 1.
Notwithstanding anything herein to the contrary, no Fund shall be
obligated to make any payments under this Plan that exceed the maximum
amounts payable under Article III, Section 26 of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
Section 5. Reports of Distributor. So long as this Plan is in
effect, the Distributor shall provide to the Trust's Officers and Board of
Trustees, and the Trustees shall review at least quarterly, a written
report of the amounts expended by it pursuant to the Plan, or by Selling
and Servicing Agents pursuant to Agreements, and the purposes for which
such expenditures were made.
Section 6. Majority Vote. As used herein, the term "Majority
Vote" of the Shares of a class of a Fund means a vote of the holders of
the lesser of (a) more than fifty percent (50%) of the outstanding Shares
of such class of such Fund or (b) sixty-seven percent (67%) or more of the
Shares of such class of such Fund present at a shareholders' meeting in
person or by proxy.
Section 7. Approval of Plan. This Plan will become effective at
such time as is specified by the Board of Trustees, as to any class of a
Fund; provided, however, that the Plan is approved by (a) a Majority Vote
of the Shares of that class of such Fund, and (b) a majority of the Board
of Trustees, including a majority of the Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust and who have no direct
<PAGE>
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.
Section 8. Continuance of Plan. This Plan shall continue in
effect for so long as its continuance is specifically approved at least
annually by the Trust's Board of Trustees in the manner described in
Section 7(b) hereof.
Section 9. Amendments. This Plan may be amended at any time by
the Board of Trustees; provided, that (a) any amendment to increase
materially the costs which a Fund's class of shares may bear for
distribution pursuant to this Plan shall be effective only upon the
Majority Vote of the outstanding Shares of such class of the Fund, and (b)
any material amendments of the terms of this Plan shall become effective
only upon approval as provided in Section 7(b) hereof.
Section 10. Termination. This Plan is terminable, as to a
Fund's class of Shares, without penalty at any time by (a) a vote of a
majority of the Trustees who are not "interested persons" (as defined in
the 1940 Act) of the Trust and who 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) a Majority Vote of the outstanding
Shares of such class of the Fund.
Section 11. Selection/Nomination of Trustees. While this Plan
is in effect, the selection and nomination of those Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Trust shall be
committed to the discretion of such non-interested Trustees.
Section 12. Records. The Trust will preserve copies of this
Plan, and any related Agreements and any written reports regarding this
Plan presented to the Board of Trustees, for a period of not less than six
(6) years from the date of this Plan, such Agreement or written report, as
the case may be, the first two (2) years of such period in an easily
accessible place.
Section 13. Miscellaneous. The captions in this Plan are
included for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or
effect.
Section 14. Limitation of Liability of Trustees, Officers and
Shareholders. A copy of the Second Amended and Restated Agreement and
Declaration of Trust of the Trust is on file with the Secretary of State
of The Commonwealth of Massachusetts and notice is hereby given that the
obligations of the Trust hereunder and under any related Plan Agreement
shall not be binding upon any Trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but shall bind only the
trust property of the Trust, as provided in the Second Amended and
Restated Agreement and Declaration of Trust of the Trust.
<PAGE>
IN WITNESS WHEREOF, the Trust has adopted this Restated
Distribution Plan as of this 17th day of October, 1994.
<PAGE>
EXHIBIT A
THE DREYFUS/LAUREL FUNDS TRUST
Investor Shares:
---------------
Dreyfus Core Value Fund
Dreyfus Special Growth Fund
Dreyfus/Laurel Government Money Fund
Dreyfus/Laurel Cash Management Fund
Class A Shares:
--------------
Premier Managed Income Fund
Premier Limited Term Government Securities Fund
Institutional Shares:
--------------------
Dreyfus Core Value Fund
<PAGE>
EXHIBIT B
SHAREHOLDER SERVICING SALES SUPPORT AGREEMENT
[THE BOSTON COMPANY FUND,
THE BOSTON COMPANY TAX-FREE MUNICIPAL FUNDS,
THE BOSTON COMPANY INVESTMENT SERIES]
[INVESTOR SHARES OR INSTITUTIONAL SHARES,
AS APPLICABLE]
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Sales Support
Agreement ("Agreement") with you concerning the provision of shareholder
servicing and sales support assistance relating to [Investor Shares or
Institutional Class Shares, as applicable,] of the investment portfolios
(the "Funds") of [The Boston Company Fund, The Boston Company Tax-Free
Municipal Funds, The Boston Company Investment Series] (the "Trust"), of
which we are the principal underwriter as defined in the Investment Trust
Act of 1940 (the "1940 Act") and the exclusive agent for the continuous
distribution of said shares.
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide reasonable sales support
assistance in connection with the sale of [Investor Shares or
Institutional Class of Shares, as applicable,] to your customers
("Customers"), which assistance may include forwarding sales literature
and advertising provided by the Trust or by us to Customers and providing
such other sales support assistance as may be requested by us from time to
time. You also agree to provide the following administrative support
services to your clients ("Customers") who may from time to time
beneficially own [Investor Shares or Institutional Class of Shares, as
applicable]:<F1/> (i) aggregating and processing purchase and redemption
requests for [Investor Shares or Institutional Class of Shares, as
applicable] from Customers and transmitting promptly net purchase and
redemption orders to us or the transfer agent; (ii) providing Customers
with a service that invests the assets of their accounts in [Investor
Shares or Institutional Class of Shares, as applicable] pursuant to
specific or pre-authorized instructions; (iii) processing dividend and
distribution payments from the Trust on behalf of Customers; (iv)
providing information periodically to Customers showing their positions in
[Investor Shares or Institutional Class of Shares, as applicable]; (v)
arranging for bank wires; (vi) responding to Customers' inquiries
concerning their investment in [Investor Shares or Institutional Class of
Shares, as applicable]; (vii) providing subaccounting with respect to
[Investor Shares or Institutional Class of Shares, as applicable,]
beneficially owned by Customers or the information to us necessary for
1/ Services may be modified or omitted in the particular case and
items relettered or renumbered.
<PAGE>
subaccounting; (viii) if required by law, forwarding shareholder
communications from us (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax
notices) to Customers; (ix) forwarding to Customers proxy statements and
proxies containing any proposals regarding this Agreement; (x) general
shareholder liaison services; and (xi) providing such other similar
services as we may reasonably request to the extent you are permitted to
do so under applicable statutes, rules or regulations. All services
rendered hereunder by you shall be performed in a professional, competent
and timely manner.
Section 2. We recognize that you may be subject to the
provisions of the Glass-Steagall Act and other laws governing, among other
things, the conduct of activities by federally chartered and supervised
banks and other banking organizations. As such, you may be restricted in
the activities you may undertake and for which you may be paid. You will
perform only those activities which are consistent with statutes and
regulations applicable to you. You will act solely as agent for, upon the
order of, and for the account of your Customers.
Section 3. You will provide such office space and equipment,
telephone facilities and personnel (which may be any part of the space,
equipment and facilities currently used in your business, or any personnel
employed by you) as may be reasonably necessary or beneficial in order to
provide the shareholder servicing and sales support services contemplated
hereby.
Section 4. Neither you nor any of your officers, employees or
agents are authorized to make any representations concerning us, the Trust
or the [Investor Shares or Institutional Class of Shares, as applicable,]
except those contained in the Trust's applicable then current prospectuses
and statements of additional information, as amended or supplemented from
time to time, copies of which will be supplied by us to you, or in such
supplemental literature or advertising as may be authorized by us or the
Trust in writing.
Section 5. For all purposes of this Agreement you will be deemed
to be an independent contractor, and will have no authority to act as
agent for us or the Trust in any matter or in any respect, except as
provided herein. By your written acceptance of this Agreement, you agree
to and do release, indemnify and hold us and the Trust harmless from and
against any and all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or by you or your
officers, employees or agents regarding your responsibilities hereunder or
the purchase, redemption, transfer or registration of [Investor Shares or
Institutional Class of Shares, as applicable,] (or orders relating to the
same) by or on behalf of Customers. You and your employees will, upon
request, be available during normal business hours to consult with us or
the Trust or our respective designees concerning the performance of your
responsibilities under this Agreement.
Section 6. In consideration of the services and facilities
provided by you hereunder, we will pay to you, and you will accept as full
payment therefor, a fee as described in the applicable then current
<PAGE>
prospectuses. The fees payable under this Section 6 shall be used for
shareholder servicing and sales support services provided, and related
expenses incurred, by you. Payments may be applied to commissions,
incentive compensation or other compensation to, and expenses of, your
account executives or other employees; overhead and other office expenses
attributable to shareholder servicing and sales support activities;
preparation, printing and distribution of sales literature and advertising
materials attributable to sales support activities; and opportunity costs
relating to the foregoing (which may be calculated as a carrying charge on
your unreimbursed expenses incurred in connection with your sales support
services). The overhead and other office expenses referenced in this
Section 6 may include, without limitation, (i) the expenses of operating
your offices in connection with the sale of Fund shares, including lease
costs, the salaries and employee benefits of administrative, operations
and support personnel, utility costs, communication costs and the costs of
stationery and supplies, (ii) the costs of client sales seminars and
travel related to the provision of sales support services and (iii) other
expenses relating to the provision of sales support services. By your
acceptance of this Agreement, you agree to and do waive such portion of
any fee payable to you hereunder to the extent necessary to assure that
such fee and other expenses required to be accrued hereunder with respect
to the [Investor Shares or Institutional Class of Shares, as applicable,]
owned by or on behalf of Customers on any day does not exceed the income
to be accrued by the Trust to such shares on that day. The fee rate
payable to you may be prospectively increased or decreased by us or by the
Trust, in our or its sole discretion, at any time upon notice to you.
Further, we or the Trust may, in our or its discretion and without notice,
suspend or withdraw the sale of [Investor Shares or Institutional Class of
Shares, as applicable,] of any or all Funds, including the sale of
[Investor Shares or Institutional Class of Shares, as applicable,] for the
account of any Customer or Customers.
Section 7. You agree to provide to us and the Trust, at le
last quarterly, a written report of amounts expended by you in connection
with the provision of shareholder servicing and sales support services
hereunder and the purposes for which such expenditures were made. In
addition, you will furnish us or the Trust or our respective designees
with such information as we or they may reasonably request (including,
without limitation, periodic certifications confirming the provision to
Customers of the services described herein), and will otherwise cooperate
with us and the Trust and our respective designees (including, without
limitation, any auditors or legal counsel designated by us or the Trust),
in connection with the preparation of reports to the Trust's Board of
Trustees concerning this Agreement and the monies paid or payable by us
pursuant hereto, as well as any other reports or filings that may be
required by law.
Section 8. We may enter into other similar Agreements with any
other person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you
represent, warrant and agree that the compensation payable to you
hereunder, together with any other compensation you receive in connection
with the investment of your Customers' assets in [Investor Shares or
<PAGE>
Institutional Class of Shares, as applicable,] of the Funds, will be
disclosed by you to your Customers to the extent required by applicable
laws or regulations, will be authorized by your Customers and will not be
excessive or unreasonable under the laws and instruments governing your
relationships with Customers. By your written acceptance of this
Agreement, you represent and warrant that: (i) in the event an issue
pertaining to this Agreement or the [Investor Shares' or Institutional
Class of Shares', as applicable,] Distribution Plan related hereto is
submitted for shareholder approval, and you have the authority to do so,
you will vote any [Investor Shares or Institutional Class of Shares, as
applicable,] held for your own account in the same proportion as the vote
of the [Investor Shares or Institutional Class of Shares, as applicable,]
held for your Customers' benefit; and (ii) you will not engage in
activities pursuant to this Agreement which constitute acting as a broker
or dealer under state law unless you have obtained any licenses required
by such law. In addition, you understand that this Agreement has been
entered into pursuant to Rule 12b-1 under the Act, and is subject to the
provisions of said Rule, as well as any other applicable rules or
regulations promulgated by the Securities and Exchange Commission.
Section 10. You agree to conform to compliance standards adopted
by the Trust or its distributor as to when a class of shares in a Fund may
be appropriately sold to particular investors.
Section 11. This Agreement will become effective on the date a
fully executed copy of this Agreement is received by us or our designee
and continues in effect until terminated. This Agreement is terminable
with respect to any Fund's [Investor Shares or Institutional Class of
Shares, as applicable,] without penalty, at any time by the Trust (which
termination may be by a vote of a majority of the disinterested Trustees
of the Trust or by vote of the holders of a majority of the outstanding
[Investor Shares or Institutional Class of Shares, as applicable,] of
such Fund) or by us or you upon notice to the other party hereto.
Section 12. All notices and other communications to either you
or us will be duly given if mailed, telegraphed, telexed or transmitted by
similar telecommunications device to the appropriate address or number
stated herein (with a conforming copy by mail), or to such other address
as either party shall so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with
the laws of The Commonwealth of Massachusetts without giving effect to
principles of conflict of laws, and is nonassignable by the parties
hereto.
<PAGE>
If you agree to be legally bound by the provisions of this
Agreement, please sign a copy of this letter where indicated below and
promptly return it to us, at the following address:
____________________________________________; Fax No. _________________;
Attention: _______________________________.
Very truly yours,
FUNDS DISTRIBUTOR, INC.
Dated as of _______________ By: ________________________________
Name: _____________________________
Title: ______________________________
ACCEPTED AND AGREED TO:
(Firm Name)
(Address)
(City) (State)
(County)
Fax#
Attention
Dated as of _____________ By:
Name:
Title:
<PAGE>
EX-99.B9
AMENDMENT TO CUSTODY AND
FUND ACCOUNTING AGREEMENT
This Amendment is made as of this first day of August, 1994 to
the Custody and Fund Accounting Agreement dated as of April 4, 1994, (the
"Agreement") between The Laurel Funds Trust (the "Fund") and Mellon Bank,
N.A. (the "Custodian").
That for and in consideration of the mutual promises set forth
herein and in the Agreement, the Fund and the Custodian agree that the
Agreement is hereby amended by the addition immediately following Section
10 of the Agreement of the following Section 10A:
10A Overdraft Facility and Security for Payment
In the event that the Custodian is directed by Written
Instruction (or Oral Instructions confirmed in writing) to make any
payment or transfer of funds on behalf of the Fund for which there would
be, at the close of business on the date of such payment or transfer,
insufficient funds held by the Custodian on behalf of the Fund, the
custodian may, in its sole discretion, provide an overdraft (an
"Overdraft") to the Fund in an amount sufficient to allow the completion
of such payment or transfer. Any Overdraft provided hereunder: (a) shall
be payable on the next Business Day, unless otherwise agreed by the Fund
and the Custodian; and (b) shall accrue interest from the date of the
Overdraft to the date of payment in full by the Fund at a rate agreed upon
in writing, from time to time, by the Custodian and the Fund. The
Custodian and the Fund acknowledge that the purpose of such Overdraft is
to temporarily finance the purchase of securities for prompt delivery in
accordance with the terms hereof, to meet unanticipated or unusual
redemptions, or to meet other emergency expenses not reasonably
foreseeable by the Fund. The Custodian shall promptly notify the Fund in
writing (an "Overdraft Notice") of any Overdraft by facsimile transmission
or in such other manner as the Fund and the Custodian may agree in
writing. To secure payment of any Overdraft, the Fund hereby grants to
the Custodian a continuing security interest in and right of setoff
against the Securities in the Fund's account from time to time in the full
amount of such Overdraft. Shall the Fund fail to pay promptly any amounts
owed hereunder, the Custodian shall be entitled to use available cash in
the Fund's account and to liquidate Securities in the account as is
necessary to meet the Fund's obligations under the Overdraft. In any such
case, and without limiting the foregoing, the Custodian shall be entitled
to take such other actions(s) or exercise such other options, powers and
rights as the Custodian now or hereafter has as a secured creditor under
the Massachusetts Uniform Commercial Code or any other applicable law.
DC-171947.1
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Agreement to be executed by their respective
representatives duly authorized as of the day and year first above
written.
THE LAUREL FUNDS TRUST
(formerly The Boston Company Fund)
By:______________________________
Name:
Title:
MELLON BANK, N.A.
By:______________________________
Name:
Title:
<PAGE>
EX-99.B9
THE LAUREL FUNDS TRUST
(formerly The Boston Company Fund)
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
April 4, 1994
The Shareholder Services Group, Inc.
One Exchange Place
Boston, MA 02109
THE LAUREL FUNDS TRUST (formerly The Boston Company Fund), an
unincorporated business trust organized under the laws of the Commonwealth
of Massachusetts (the "Trust"), hereby supplements its agreement with The
Shareholder Services Group, Inc., a corporation organized under the laws
of the Commonwealth of Massachusetts (the "Transfer Agent"), as follows:
1. Compensation: Pursuant to Section 23 of the Transfer Agent
Agreement dated December 31, 1980, as amended ("Agreement"), the Trust and
the Transfer Agent hereby agree that, effective as of the date and year
first written above, the payment of the investment management fee by the
Trust to Mellon Bank, N.A. ("Mellon"), pursuant to the terms of an
Investment Management Agreement between Mellon and the Trust dated April
4, 1994 ("Management Agreement"), will include a payment by the Trust for
all transfer agency services it receives. Mellon hereby agrees that it
shall compensate the Transfer Agent for the services that the Transfer
Agent provides to the Trust under the Agreement in accordance with such
Agreement's Fee Schedule (as this term is defined in such Agreement) now
or hereinafter in effect and shall compensate the Transfer Agent for out-
of-pocket expenses as provided in the Agreement or the Fee Schedule. The
Transfer Agent will bill Mellon for services rendered and out-of-pocket
expenses incurred with respect to each Fund of the Trust as soon as
practicable after the end of each calendar month, and Mellon agrees to
remit payment of such fees and expenses within 30 days of the date of the
invoice. The Transfer Agent hereby agrees that effective as of April 4,
1994 no fee will be payable by the Trust to the Transfer Agent for
transfer agency services rendered by the Transfer Agent under the
Agreement and the Transfer Agent will seek payment solely from Mellon for
fees and expenses under the Agreement.
All other obligations of the Trust and the Transfer Agent under
the Agreement shall remain in full force and effect.
2. Limitation of Liability. The names "The Laurel Funds Trust,"
and "Trustees" of "The Laurel Funds Trust," refer to the Trust created and
the Trustees, as trustees but not individually or personally, acting from
time to time under Declaration of Trust dated March 30, 1979, which is
hereby referred to and a copy of which is on file at the office of the
DC-171952.1
<PAGE>
State Secretary of the Commonwealth of Massachusetts and at the principal
office of the Trust. The obligations of "The Laurel Funds Trust" entered
into in the name or on behalf thereof by any Trustees, representatives or
agents are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the Trust property,
and all persons dealing with any class of shares of the Trust must look
solely to the Trust property belonging to such class for the enforcement
of any claims against the Trust.
If the foregoing accurately set forth our agreement and you
intend to be legally bound thereby, please execute a copy of this letter
and return it to us.
Very truly yours,
THE LAUREL FUNDS TRUST
(formerly The Boston Company Fund)
By________________________________
Name:
Title:
MELLON BANK, N.A.
By_______________________________
Name:
Title:
Accepted by:
THE SHAREHOLDER SERVICES
GROUP, INC.
By:_____________________________
Name:
Title:
<PAGE>
