File No. 811-524
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 100 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 100 [ X ]
(Check appropriate box or boxes.)
THE DREYFUS/LAUREL FUNDS TRUST
___________________________________________________
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
John E. Pelletier
Secretary
The Dreyfus/Laurel Funds Trust
Municipal Funds
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
X immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940, Registrant's Rule 24f-2 Notice for fiscal
year ended December 31, 1995 was filed on or about February 29, 1996.
PREMIER LIMITED TERM GOVERNMENT SECURITIES FUND
PREMIER MANAGED INCOME FUND
Cross-Reference Sheet Pursuant to Rule 495(a)
________________________________________________________
Items in
Part A of Prospectus
Form N-1A Caption Caption
________ _______ __________
1 Cover Page Cover Page
Expense Summary
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 Funds; Management
5(a) Management's Discussion Management's Discussion
of Fund's Performance of Fund's Performance
6 Capital Stock and Cover Page; Investor
Other Securities Line; Distribution; 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 How to Redeem Shares
Repurchase
9 Pending Legal N.A.
Proceedings
PREMIER LIMITED TERM GOVERNMENT SECURITIES FUND
PREMIER MANAGED INCOME FUND
Cross-Reference Sheet Pursuant to Rule 495(a) (Continued)
________________________________________________________
Items in
Part C of
Form N-1A
_________
22 Calculation of Performance Data
Performance Data
23 Financial Statements Financial Statements
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-4
Common Control with Registrant
26 Number of Holders of Securities C-4
27 Indemnification C-4
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-12
30 Location of Accounts and Records C-15
31 Management Services C-15
32 Undertakings C-15
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 for each of the periods
indicated therein.
Included in Part B: The following financial statements
for the period ended June 30, 1996 are incorporated by reference to the
Registrant's Semi-Annual Report to Shareholders filed on August 29, 1996
- Reports of Independent Auditors.
- 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. 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. 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. 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.
Incorporated by reference to Post-Effective Amendment No.
93 filed on December 13, 1994.
1(e) Amendment No. 4 to Registrant's Second Amended and
Restated Agreement and Declaration. Incorporated by
reference to Post-Effective Amendment No. 93.
2 Amended and Restated By-Laws. Incorporated by reference
to Post-Effective Amendment No. 75.
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. 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). Incorporated by reference to
Post-Effective Amendment No. 93 filed on December 13,
1994.
6 Distribution Agreement between the Registrant and Premier
Mutual Fund Services, Inc., dated as of October 17, 1994.
Incorporated by reference to Post-Effective Amendment No.
93 filed on December 13, 1994.
7 Not applicable.
8(a) Custody and Fund Accounting Agreement between the
Registrant and Mellon Bank, N.A., dated April 4, 1994.
Incorporated by reference to Post-Effective Amendment No.
90.
8(b) Amendment to Custody and Fund Accounting Agreement, dated
August 1, 1994. Incorporated by reference to
Post-Effective Amendment No. 93 filed on December 13,
1994.
9(a) Transfer Agent Agreement between the Registrant and
Boston Safe Deposit and Trust Company (currently known as
The Shareholder Services Group, Inc.) Incorporated by
reference to Post-Effective Amendment No. 62.
9(b) Supplement to Transfer Agent Agreement for the
Registrant, dated June 1, 1989. Incorporated by
reference to Post-Effective Amendment No. 78.
9(c) Supplement to Transfer Agent Agreement for the
Registrant, dated April 4, 1994. Incorporated by
reference to Post-Effective Amendment No. 93 filed on
December 13, 1994.
10 Opinion of counsel is incorporated by reference to the
Registration Statement and to Post-Effective Amendment
No. 93 filed on December 13, 1994. Consent of counsel is
filed herewith.
11(a) Consent of KPMG Peat Marwick LLP is incorporated by
reference to Post-Effective Amendment No. 94.
11(b) Consent of Coopers & Lybrand LLP is incorporated by
reference to Post-Effective Amendment No. 94.
12 Not Applicable.
13 Not Applicable.
14 Not applicable.
15(a) Restated Distribution Plan (relating to Investor Shares
and Class A Shares). Incorporated by reference to
Post-Effective Amendment No. 93 filed on December 13,
1994.
15(b) Form of Distribution and Service Plans (relating to Class
B Shares and Class C Shares). Incorporated by reference
to Post-Effective Amendment No. 93 filed on December 13,
1994.
16 Performance Information is incorporated by reference to
Post-Effective Amendment No. 76.
18 Registrant's Rule 18f-3 Plans, as revised.
Other Exhibits
--------------
(a) Powers of attorney of the Trustees and Officers dated
April 5, 1995 are incorporated by reference to
Post-Effective Amendment No. 94.
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
October 4, 1996:
Number of Record Holders
------------------------
Class A Class B Class C Class R
Title of Class Shares Shares Shares Shares
- -------------- ------- ------- ------- -------
Premier Limited Term Government 1,773 12 3 1
Securities Fund
Premier Managed Income Fund 4,882 216 4 62
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 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. 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.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation****;
Mellon Bank, N.A.****
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and Member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE None
Director
JULIAN M. SMERLING None
Director
W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company*****;
Vice Chairman of the Board:
Mellon Bank Corporation****;
Mellon Bank, N.A.****;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation****;
Executive Officer, The Boston Company*****;
Chief Operating Deputy Director:
Officer and a Mellon Trust****;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.*****;
President:
Boston Safe Deposit and Trust
Company*****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive
Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.***;
Director:
Dreyfus America Fund
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company*****;
Laurel Capital Advisors****;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.****;
Boston Safe Deposit and Trust
Company*****;
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization, Inc.***;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund
Vice President and Director:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Dreyfus
Institutional Sales Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Vice President:
The Dreyfus Trust Company++
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
The Truepenny Corporation+
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ The address of the business so indicated is Atrium Building, 80
Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) The Dreyfus/Laurel Funds, Inc.
34) The Dreyfus/Laurel Funds Trust
35) The Dreyfus/Laurel Tax-Free Municipal Funds
36) Dreyfus Stock Index Fund, Inc.
37) Dreyfus LifeTime Portfolios, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus MidCap Index Fund
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York 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 100% U.S. Treasury Intermediate Term Fund
57) Dreyfus 100% U.S. Treasury Long Term Fund
58) Dreyfus 100% U.S. Treasury Money Market Fund
59) Dreyfus 100% U.S. Treasury Short Term Fund
60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
61) Dreyfus Pennsylvania Municipal Money Market Fund
62) Dreyfus S&P 500 Index Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) Dreyfus Investment Grade Bond Funds, Inc.
66) The Dreyfus Socially Responsible Growth Fund, Inc.
67) Dreyfus Tax Exempt Cash Management
68) The Dreyfus Third Century Fund, Inc.
69) Dreyfus Treasury Cash Management
70) Dreyfus Treasury Prime Cash Management
71) Dreyfus Variable Investment Fund
72) Dreyfus Worldwide Dollar Money Market Fund, Inc.
73) General California Municipal Bond Fund, Inc.
74) General California Municipal Money Market Fund
75) General Government Securities Money Market Fund, Inc.
76) General Money Market Fund, Inc.
77) General Municipal Bond Fund, Inc.
78) General Municipal Money Market Fund, Inc.
79) General New York Municipal Bond Fund, Inc.
80) General New York Municipal Money Market Fund
81) Premier Insured Municipal Bond Fund
82) Premier California Municipal Bond Fund
83) Premier Equity Funds, Inc.
84) Premier Global Investing, Inc.
85) Premier GNMA Fund
86) Premier Growth Fund, Inc.
87) Premier Municipal Bond Fund
88) Premier New York Municipal Bond Fund
89) Premier State Municipal Bond Fund
90) Premier Strategic Growth Fund
91) Premier Value Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Vice President
and Chief Financial Officer and Assistant
Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Roy M. Moura+ First Vice President None
Dale F. Lampe+ Vice President None
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Elizabeth A. Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a trustee or trustees when requested
in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
New York, and State of New York on the 1st day of November, 1996.
THE DREYFUS/LAUREL FUNDS TRUST
BY: /s/Marie E. Connolly*
______________________________________
Marie E. Connolly, President
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signatures Title Date
________________________ ______________________________ __________
/s/Marie E. Connolly* President, Treasurer 11/01/96
- ---------------------------
Marie E. Connolly
/s/Francis P. Brennan* Trustee, 11/01/96
- --------------------------- Chairman of the Board
Francis P. Brennan
/s/Ruth Marie Adams* Trustee 11/01/96
- ---------------------------
Ruth Marie Adams
/s/Joseph S. DiMartino* Trustee 11/01/96
- ---------------------------
Joseph S. DiMartino
/s/James M. Fitzgibbons* Trustee 11/01/96
- ---------------------------
James M. Fitzgibbons
/s/Kenneth A. Himmel* Trustee 11/01/96
- ---------------------------
Kenneth A. Himmel
/s/Stephen J. Lockwood* Trustee 11/01/96
- ---------------------------
Stephen J. Lockwood
/s/Roslyn M. Watson* Trustee 11/01/96
- ---------------------------
Roslyn M. Watson
/s/J. Tomlinson Fort* Trustee 11/01/96
- ---------------------------
J. Tomlinson Fort
/s/Arthur L. Goeschel* Trustee 11/01/96
- ---------------------------
Arthur L. Goeschel
/s/Arch S. Jeffery* Trustee 11/01/96
- ---------------------------
Arch S. Jeffery
/s/John Sciullo* Trustee 11/01/96
- ---------------------------
John Sciullo
*By: /s/Elizabeth Bachman
---------------------------
Attorney-in-Fact
INSERT EXHIBIT INDEX
INSERT OPINION AND CONSENT OF REGISTRANT'S COUNSEL
DREYFUS FAMILY OF FUNDS
(Premier Family of Funds -
Fixed-Income Funds Included in Exhibit I)
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act"), requires that the Board of an
investment company desiring to offer multiple classes of shares
pursuant to said Rule adopt a plan setting forth the differences
among the classes with respect to shareholder services,
distribution arrangements, expense allocations and any related
conversion features or exchange privileges.
The Board, including a majority of the non-interested Board
members, of each of the investment companies, or series thereof,
listed on Exhibit I attached hereto (each, a "Fund") which
desires to offer multiple classes has determined that the
following plan is in the best interests of each class
individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided into
Class A, Class B, Class C and Class R.
2. Differences in Availability: Class A shares, Class B
shares and Class C shares shall be available only to clients of
banks, brokers, dealers and other financial institutions, except
that full-time or part-time employees or directors of The
Dreyfus Corporation ("Dreyfus") or any of its affiliates or
subsidiaries, Board members or a fund advised by Dreyfus,
including members of the Fund's Board, or the spouse or minor
child of any of the foregoing may purchase Class A shares
directly through the Fund's Distributor.
Class R shares shall be sold primarily to bank trust
departments and other financial service providers acting on
behalf of customers having a qualified trust or investment
account or relationship at such institution, or to customers who
have received and hold shares of the Fund distributed to them by
virtue of such an account or relationship.
3. Differences in Services: Other than shareholder
services provided under the Distribution Plan for Class A shares
and the Service Plans for Class B and Class C shares, the
services offered to shareholders of each Class shall be
substantially the same, except that Right of Accumulation,
Letter of Intent and Reinvestment Privilege shall be applicable
only to holders of Class A shares.
4. Differences in Distribution Arrangements: Class A
shares shall be offered with a front-end sales charge, as such
term is defined in Article III, Section 26(b), of the Rules of
Fair Practice of the National Association of Securities Dealers,
Inc., and a deferred sales charge (a "CDSC"), as such term is
defined in said Section 26(b), may be assessed on certain
redemptions of Class A shares purchased without an initial sales
charge as part of an investment of $1 million or more. The
amount of the sales charge and the amount of and provisions
relating to the CDSC pertaining to the Class A shares are set
forth on Schedule A hereto. Class A shares shall be subject to
a Distribution Plan adopted pursuant to Rule 12b-1 under the
1940 Act. The Distribution Plan for Class A shares allows the
Fund to spend annually up to 0.25% of its average daily net
assets attributable to Class A shares to compensate Dreyfus
Service Corporation, an affiliate of Dreyfus, for shareholder
servicing activities, and the Fund's Distributor for shareholder
servicing activities and for activities or expenses primarily
intended to result in the sale of Class A shares.
Class B shares shall not be subject to a front-end sales
charge, but shall be subject to a CDSC. The amount of and
provisions relating to the CDSC are set forth on Schedule B
hereto. Class B shares shall be subject to a Distribution Plan
and Service Plan each adopted pursuant to Rule 12b-1 under the
1940 Act. Under the Distribution Plan for Class B shares, the
Fund pays the Distributor for distributing the Fund's Class B
shares at an aggregate annual rate of .50 of 1% of the value of
the average daily net assets of Class B. Under the Service Plan
for Class B shares, the Fund pays Dreyfus Service Corporation or
the Distributor for the provision of certain services to the
holders of Class B shares a fee at the annual rate of .25 of 1%
of the value of the average daily net assets of Class B.
Class C shares shall not be subject to a front-end sales
charge, but shall be subject to a CDSC. The amount of and
provisions relating to the CDSC are set forth on Schedule C
hereto. Class C shares shall be subject to a Distribution Plan
and Service Plan each adopted pursuant to Rule 12b-1 under the
1940 Act. Under the Distribution Plan for Class C shares, the
Fund pays the Distributor for distributing the Fund's Class C
shares at an aggregate annual rate of .50 of 1% of the value of
the average daily net assets of Class C. Under the Service Plan
for Class C shares, the Fund pays Dreyfus Service Corporation or
the Distributor for the provision of certain services to the
holders of Class C shares a fee at the annual rate of .25 of 1%
of the value of the average daily net assets of Class C.
Class R shares shall not be subject to a front-end sales
charge, CDSC, distribution plan or service plan.
5. Expense Allocation. The following expenses shall be
allocated, to the extent practicable, on a Class-by-Class basis:
(a) fees under the Distribution Plans and Service Plans; (b)
printing and postage expenses payable by the Fund related to
preparing and distributing materials, such as proxies, to
current shareholders of a specific Class; and (c) litigation or
other legal expenses relating solely to a specific Class.
6. Conversion Features. Class B shares shall
automatically convert to Class A shares after a specified period
of time after the date of purchase, based on the relative net
asset value of each such Class without the imposition of any
sales charge, fee or other charge, as set forth on Schedule D
hereto. No other Class shall be subject to any automatic
conversion feature.
7. Exchange Privileges. Class A shares shall be
exchangeable only for (a) Class A shares (however the same may
be named) of other funds managed or administered by Dreyfus
which are generally subject to an initial sales charge, but
which, on purchases of $1 million or more, are not subject to an
initial front-end sales charge but are subject to a CDSC if
shares are redeemed within one year of purchase; (b) Investor
shares (however the same may be named) of other funds managed or
administered by Dreyfus; (c) Institutional shares (however the
same may be named) of other funds managed or administered by
Dreyfus (except Dreyfus Core Value Fund); (d) shares of funds
managed or administered by Dreyfus which do not have separate
share classes; and (e) shares of certain other funds, as
specified from time to time.
Class B shares shall be exchangeable only for (a) Class B
shares (however the same may be named) of other funds managed or
administered by Dreyfus with the same CDSC structure as the
Fund; and (b) shares of certain other funds, as specified from
time to time.
Class C shares shall be exchangeable only for (a) Class C
shares (however the same may be named) of other funds managed or
administered by Dreyfus with the same CDSC structure as the
Fund; and (b) shares of certain other funds, as specified from
time to time.
Class R shares shall be exchangeable only for (a) Class R
shares (however the same may be named) of other funds managed or
administered by Dreyfus; (b) Retail shares (however the same may
be named) of other funds managed or administered by Dreyfus; (c)
shares of funds managed or administered by Dreyfus which do not
have separate share classes; and (d) shares of certain other
funds, as specified from time to time.
Dated: April 26, 1995
Revised as of: November 1, 1996
EXHIBIT I
The Dreyfus/Laurel Funds, Inc. -
Premier Limited Term Income Fund
The Dreyfus/Laurel Funds Trust -
Premier Limited Term Government Securities Fund
The Dreyfus/Laurel Tax-Free Municipal Funds -
Premier Limited Term Municipal Fund
Premier Limited Term California Municipal Fund
Premier Limited Term Massachusetts Municipal Fund
Premier Limited Term New York Municipal Fund
SCHEDULE A
Front-End Sales Charge--Class A Shares--The public offering
price for Class A shares shall be the net asset value per share
of that Class plus a sales load as shown below:
Total Sales Load
Amount of Transaction As a % of As a % of
offering net asset
price per value per
share share
Less than $100,000 3.00 3.10
$100,000 to less than $250,000 2.75 2.80
$250,000 to less than $500,000 2.25 2.30
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more -0- -0-
Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1%
shall be assessed at the time of redemption of Class A shares
purchased without an initial sales charge as part of an
investment of at least $1,000,000 and redeemed within one year
after purchase. The terms contained in Schedule C pertaining to
the CDSC assessed on redemptions of Class B shares (other than
the amount of the CDSC and its time periods), including the
provisions for waiving the CDSC, shall be applicable to the
Class A shares subject to a CDSC. Letter of Intent and Right of
Accumulation shall apply to such purchases of Class A shares.
SCHEDULE B
Contingent Deferred Sales Charge--Class B Shares--A CDSC payable
to the Fund's Distributor shall be imposed on any redemption of
Class B shares which reduces the current net asset value of such
Class B shares to an amount which is lower than the dollar
amount of all payments by the redeeming shareholder for the
purchase of Class B shares of the Fund held by such shareholder
at the time of redemption. No CDSC shall be imposed to the
extent that the net asset value of the Class B shares redeemed
does not exceed (i) the current net asset value of Class B
shares acquired through reinvestment of dividends or capital
gain distributions, plus (ii) increases in the net asset value
of the shareholder's Class B shares above the dollar amount of
all payments for the purchase of Class B shares of the Fund held
by such shareholder at the time of redemption.
If the aggregate value of the Class B shares redeemed has
declined below their original cost as a result of the Fund's
performance, a CDSC may be applied to the then-current net asset
value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount of
the charge shall depend on the number of years from the time the
shareholder purchased the Class B shares until the time of
redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the
purchase of Class B shares, all payments during a month shall be
aggregated and deemed to have been made on the first day of the
month. The following table sets forth the rates of the CDSC:
CDSC as a % of
Year Since Amount Invested
Purchase Payment or Redemption
Was Made Proceeds
First
3.00
Second
3.00
Third
2.00
Fourth
2.00
Fifth
1.00
Sixth
0.00
In determining whether a CDSC is applicable to a
redemption, the calculation shall be made in a manner that
results in the lowest possible rate. Therefore, it shall be
assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of
dividends and distributions; then of amounts representing the
increase in net asset value of Class B shares above the total
amount of payments for the purchase of Class B shares made
during the preceding five years; then of amounts representing
the cost of shares purchased five years prior to the redemption;
and finally, of amounts representing the cost of shares held for
the longest period of time within the applicable five-year
period.
Waiver of CDSC--The CDSC shall be waived in connection with (a)
redemptions made within one year after the death or disability,
as defined in Section 72(m)(7) of the Internal Revenue Code of
1986, as amended (the "Code"), of the shareholder,
(b) redemptions by employees participating in qualified or non-
qualified employee benefit plans or other programs where (i) the
employers or affiliated employers maintaining such plans or
programs have a minimum of 250 employees eligible for
participation in such plans or programs, or (ii) such plan's or
program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Fund's Distributor
exceeds one million dollars, (c) redemptions as a result of a
combination of any investment company with the Fund by merger,
acquisition of assets or otherwise, and (d) a distribution
following retirement under a tax-deferred retirement plan or
upon attaining age 70-1/2 in the case of an IRA or Keogh plan or
custodial account pursuant to Section 403(b) of the Code. Any
Fund shares subject to a CDSC which were purchased prior to the
termination of such waiver shall have the CDSC waived as
provided in the Fund's prospectus at the time of the purchase of
such shares.
SCHEDULE C
Contingent Deferred Sales Charge--Class C Shares--A CDSC of .75%
payable to the Fund's Distributor shall be imposed on any
redemption of Class C shares within one year of the date of
purchase. The basis for calculating the payment of any such
CDSC shall be the method used in calculating the CDSC for Class
B shares. In addition, the provisions for waiving the CDSC
shall be those set forth for Class B shares.
SCHEDULE D
Conversion of Class B Shares--Class B shares shall automatically
convert to Class A shares on the first Fund business day of the
month in which the sixth anniversary of the date of purchase
occurs (unless otherwise specified by the Board), based on the
relative net asset values for shares of each such Class, and
shall be subject to the Distribution Plan for Class A shares but
shall no longer be subject to the Distribution Plan and Service
Plan applicable to Class B shares. (Such conversion is subject
to suspension by the Board members if adverse tax consequences
might result.) At that time, Class B shares that have been
acquired through the reinvestment of dividends and distributions
("Dividend Shares") shall be converted in the proportion that a
shareholder's Class B shares (other than Dividend Shares)
converting to Class A shares bears to the total Class B shares
then held by the shareholder which were not acquired through the
reinvestment of dividends and distributions.
THE DREYFUS FAMILY OF FUNDS
(Premier Family of Funds - Equity Funds Included in Exhibit I)
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"), requires that the Board of an
investment company desiring to offer multiple classes of shares
pursuant to said Rule adopt a plan setting forth the differences
among the classes with respect to shareholder services,
distribution arrangements, expense allocations and any related
conversion features or exchange privileges.
The Board, including a majority of the non-interested
Board members, of each of the investment companies, or series
thereof, listed on Exhibit I attached hereto (each, a "Fund")
which desires to offer multiple classes has determined that the
following plan is in the best interests of each class
individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided into
Class A, Class B, Class C and Class R.
2. Differences in Availability: Class A shares, Class B
shares and Class C shares shall be available only to clients of
banks, brokers, dealers and other financial institutions, except
that full-time or part-time employees or directors of The
Dreyfus Corporation ("Dreyfus") or any of its affiliates or
subsidiaries, Board members or a fund advised by Dreyfus,
including members of the Fund's Board, or the spouse or minor
child of any of the foregoing may purchase Class A shares
directly through the Fund's Distributor.
Class R shares shall be sold primarily to bank trust
departments and other financial service providers acting on
behalf of customers having a qualified trust or investment
account or relationship at such institution, or to customers who
have received and hold shares of the Fund distributed to them by
virtue of such an account or relationship.
3. Differences in Services: Other than shareholder
services provided under the Distribution Plan for Class A shares
and the Service Plans for Class B and Class C shares, the
services offered to shareholders of each Class shall be
substantially the same, except that Right of Accumulation,
Letter of Intent and Reinvestment Privilege shall be applicable
only to holders of Class A shares.
4. Differences in Distribution Arrangements: Class A
shares shall be offered with a front-end sales charge, as such
term is defined in Article III, Section 26(b), of the Rules of
Fair Practice of the National Association of Securities Dealers,
Inc., and a deferred sales charge (a "CDSC"), as such term is
defined in said Section 26(b), may be assessed on certain
redemptions of Class A shares purchased without an initial sales
charge as part of an investment of $1 million or more. The
amount of the sales charge and the amount of and provisions
relating to the CDSC pertaining to the Class A shares are set
forth on Schedule A hereto. Class A shares shall be subject to
a Distribution Plan adopted pursuant to Rule 12b-1 under the
1940 Act. The Distribution Plan for Class A shares allows the
Fund to spend annually up to 0.25% of its average daily net
assets attributable to Class A shares to compensate Dreyfus
Service Corporation, an affiliate of Dreyfus, for shareholder
servicing activities, and the Fund's Distributor for shareholder
servicing activities and for activities or expenses primarily
intended to result in the sale of Class A shares.
Class B shares shall not be subject to a front-end
sales charge, but shall be subject to a CDSC. The amount of and
provisions relating to the CDSC are set forth on Schedule B
hereto. Class B shares shall be subject to a Distribution Plan
and Service Plan each adopted pursuant to Rule 12b-1 under the
1940 Act. Under the Distribution Plan for Class B shares, the
Fund pays the Distributor for distributing the Fund's Class B
shares at an aggregate annual rate of .75 of 1% of the value of
the average daily net assets of Class B. Under the Service Plan
for Class B shares, the Fund pays Dreyfus Service Corporation or
the Distributor for the provision of certain services to the
holders of Class B shares a fee at the annual rate of .25 of 1%
of the value of the average daily net assets of Class B.
Class C shares shall not be subject to a front-end
sales charge, but shall be subject to a CDSC. The amount of and
provisions relating to the CDSC are set forth on Schedule C
hereto. Class C shares shall be subject to a Distribution Plan
and Service Plan each adopted pursuant to Rule 12b-1 under the
1940 Act. Under the Distribution Plan for Class C shares, the
Fund pays the Distributor for distributing the Fund's Class C
shares at an aggregate annual rate of .75 of 1% of the value of
the average daily net assets of Class C. Under the Service Plan
for Class C shares, the Fund pays Dreyfus Service Corporation or
the Distributor for the provision of certain services to the
holders of Class C shares a fee at the annual rate of .25 of 1%
of the value of the average daily net assets of Class C.
Class R shares shall not be subject to a front-end
sales charge, CDSC, distribution plan or service plan.
5. Expense Allocation. The following expenses shall be
allocated, to the extent practicable, on a Class-by-Class basis:
(a) fees under the Distribution Plans and Service Plans; (b)
printing and postage expenses payable by the Fund related to
preparing and distributing materials, such as proxies, to
current shareholders of a specific Class; and (c) litigation or
other legal expenses relating solely to a specific Class.
6. Conversion Features. Class B shares shall
automatically convert to Class A shares after a specified period
of time after the date of purchase, based on the relative net
asset value of each such Class without the imposition of any
sales charge, fee or other charge, as set forth on Schedule D
hereto. No other Class shall be subject to any automatic
conversion feature.
7. Exchange Privileges. Class A shares shall be
exchangeable only for (a) Class A shares (however the same may
be named) of other funds managed or administered by Dreyfus
which are generally subject to an initial sales charge, but
which, on purchases of $1 million or more, are not subject to an
initial front-end sales charge but are subject to a CDSC if
shares are redeemed within one year of purchase; (b) Investor
shares (however the same may be named) of other funds managed or
administered by Dreyfus; (c) Institutional shares (however the
same may be named) of other funds managed or administered by
Dreyfus (except Dreyfus Core Value Fund); (d) shares of funds
managed or administered by Dreyfus which do not have separate
share classes; and (e) shares of certain other funds, as
specified from time to time.
Class B shares shall be exchangeable only for (a)
Class B shares (however the same may be named) of other funds
managed or administered by Dreyfus with the same CDSC structure
as the Fund; and (b) shares of certain other funds, as specified
from time to time.
Class C shares shall be exchangeable only for (a)
Class C shares (however the same may be named) of other funds
managed or administered by Dreyfus with the same CDSC structure
as the Fund; and (b) shares of certain other funds, as specified
from time to time.
Class R shares shall be exchangeable only for (a)
Class R shares (however the same may be named) of other funds
managed or administered by Dreyfus; (b) Retail shares (however
the same may be named) of other funds managed or administered by
Dreyfus; (c) shares of funds managed or administered by Dreyfus
which do not have separate share classes; and (d) shares of
certain other funds, as specified from time to time.
Dated: April 26, 1995
Revised as of: November 1, 1996
EXHIBIT I
The Dreyfus/Laurel Funds, Inc. -
Premier Balanced Fund
Premier Small Company Stock Fund
The Dreyfus/Laurel Funds Trust -
Premier Managed Income Fund
SCHEDULE A
Front-End Sales Charge--Class A Shares--The public offering
price for Class A shares shall be the net asset value per share
of that Class plus a sales load as shown below:
Total Sales Load
Amount of Transaction As a % of As a % of
offering net asset
price per value per
share share
Less than $50,000 4.50 4.70
$50,000 to less than $100,000 4.00 4.20
$100,000 to less than $250,000 3.00 3.10
$250,000 to less than $500,000 2.50 2.60
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more -0- -0-
Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1%
shall be assessed at the time of redemption of Class A shares
purchased without an initial sales charge as part of an
investment of at least $1,000,000 and redeemed within one year
after purchase. The terms contained in Schedule C pertaining to
the CDSC assessed on redemptions of Class B shares (other than
the amount of the CDSC and its time periods), including the
provisions for waiving the CDSC, shall be applicable to the
Class A shares subject to a CDSC. Letter of Intent and Right of
Accumulation shall apply to such purchases of Class A shares.
SCHEDULE B
Contingent Deferred Sales Charge--Class B Shares--A CDSC payable
to the Fund's Distributor shall be imposed on any redemption of
Class B shares which reduces the current net asset value of such
Class B shares to an amount which is lower than the dollar
amount of all payments by the redeeming shareholder for the
purchase of Class B shares of the Fund held by such shareholder
at the time of redemption. No CDSC shall be imposed to the
extent that the net asset value of the Class B shares redeemed
does not exceed (i) the current net asset value of Class B
shares acquired through reinvestment of dividends or capital
gain distributions, plus (ii) increases in the net asset value
of the shareholder's Class B shares above the dollar amount of
all payments for the purchase of Class B shares of the Fund held
by such shareholder at the time of redemption.
If the aggregate value of the Class B shares redeemed
has declined below their original cost as a result of the Fund's
performance, a CDSC may be applied to the then-current net asset
value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount
of the charge shall depend on the number of years from the time
the shareholder purchased the Class B shares until the time of
redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the
purchase of Class B shares, all payments during a month shall be
aggregated and deemed to have been made on the first day of the
month. The following table sets forth the rates of the CDSC:
CDSC as a % of
Year Since Amount Invested
Purchase Payment or Redemption
Was Made Proceeds
First
4.00
Second
4.00
Third
3.00
Fourth
3.00
Fifth
2.00
Sixth
1.00
In determining whether a CDSC is applicable to a
redemption, the calculation shall be made in a manner that
results in the lowest possible rate. Therefore, it shall be
assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of
dividends and distributions; then of amounts representing the
increase in net asset value of Class B shares above the total
amount of payments for the purchase of Class B shares made
during the preceding six years; then of amounts representing the
cost of shares purchased six years prior to the redemption; and
finally, of amounts representing the cost of shares held for the
longest period of time within the applicable six-year period.
Waiver of CDSC--The CDSC shall be waived in connection with (a)
redemptions made within one year after the death or disability,
as defined in Section 72(m)(7) of the Internal Revenue Code of
1986, as amended (the "Code"), of the shareholder,
(b) redemptions by employees participating in qualified or non-
qualified employee benefit plans or other programs where (i) the
employers or affiliated employers maintaining such plans or
programs have a minimum of 250 employees eligible for
participation in such plans or programs, or (ii) such plan's or
program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Fund's Distributor
exceeds one million dollars, (c) redemptions as a result of a
combination of any investment company with the Fund by merger,
acquisition of assets or otherwise, and (d) a distribution
following retirement under a tax-deferred retirement plan or
upon attaining age 70-1/2 in the case of an IRA or Keogh plan or
custodial account pursuant to Section 403(b) of the Code. Any
Fund shares subject to a CDSC which were purchased prior to the
termination of such waiver shall have the CDSC waived as
provided in the Fund's prospectus at the time of the purchase of
such shares.
SCHEDULE C
Contingent Deferred Sales Charge--Class C Shares--A CDSC of
1.00% payable to the Fund's Distributor shall be imposed on any
redemption of Class C shares within one year of the date of
purchase. The basis for calculating the payment of any such
CDSC shall be the method used in calculating the CDSC for Class
B shares. In addition, the provisions for waiving the CDSC
shall be those set forth for Class B shares.
SCHEDULE D
Conversion of Class B Shares--Class B shares shall automatically
convert to Class A shares on the first Fund business day of the
month in which the sixth anniversary of the date of purchase
occurs (unless otherwise specified by the Board), based on the
relative net asset values for shares of each such Class, and
shall be subject to the Distribution Plan for Class A shares but
shall no longer be subject to the Distribution Plan and Service
Plan applicable to Class B shares. (Such conversion is subject
to suspension by the Board members if adverse tax consequences
might result.) At that time, Class B shares that have been
acquired through the reinvestment of dividends and distributions
("Dividend Shares") shall be converted in the proportion that a
shareholder's Class B shares (other than Dividend Shares)
converting to Class A shares bears to the total Class B shares
then held by the shareholder which were not acquired through the
reinvestment of dividends and distributions.
