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. 99 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 99 [ 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.
DREYFUS CORE VALUE FUND
DREYFUS SPECIAL GROWTH FUND
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
DREYFUS CORE VALUE FUND
DREYFUS SPECIAL GROWTH FUND
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
April 1, 1996:
<TABLE>
<CAPTION>
Number of Record Holders
------------------------
Class A Class B Class C Investor Institutional Class R
Title of Class Shares Shares Shares Shares Shares Shares
- -------------- ------- ------- ------- -------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Premier Limited Term Government 1,960 16 2 - - -
Securities Fund
Premier Managed Income Fund 5,118 166 5 - - -
Dreyfus Core Value Fund - - - - 1,923 44
Dreyfus Special Growth Fund - - - 6,314 - 13
</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 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 of
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 Director:
Director Dreyfus America Fund
JULIAN M. SMERLING None
Director
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
HOWARD STEIN Director:
Chairman of the Board and Avnet, Inc.**;
Chief Executive Officer Dreyfus America Fund++++;
(Cont'd) The Dreyfus Fund International
Limited+++++;
World Balanced Fund+++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice 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****
Operating Officer The Boston Company*****
and Director Deputy Director:
Mellon Trust****
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:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
LAWRENCE S. KASH President:
Vice Chairman-Distribution The Boston Company*****
and a Director Laurel Capital Advisors****
(Cont'd) Boston Group Holdings, Inc.
Executive Vice President:
Mellon Bank, N.A.****
Boston Safe Deposit & 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*;
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*;
WILLIAM T. SANDALLS, JR. Formerly, President and Director:
Senior Vice President and Sandalls & Co., Inc.
Chief Financial Officer
(Cont'd)
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 and Secretary:
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 None
Vice President-Mutual Fund
Accounting
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
The Truepenny Corporation+
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ The address of the business so indicated is Atrium Building, 80
Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners 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 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 Capital Value Fund, Inc.
14) Dreyfus Cash Management
15) Dreyfus Cash Management Plus, Inc.
16) Dreyfus Connecticut Intermediate Municipal Bond Fund
17) Dreyfus Connecticut Municipal Money Market Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) The Dreyfus Fund Incorporated
22) Dreyfus Global Bond Fund, Inc.
23) Dreyfus Global Growth Fund
24) Dreyfus GNMA Fund, Inc.
25) Dreyfus Government Cash Management
26) Dreyfus Growth and Income Fund, Inc.
27) Dreyfus Growth and Value Funds, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus LifeTime Portfolios, Inc.
39) Dreyfus Liquid Assets, Inc.
40) Dreyfus Massachusetts Intermediate Municipal Bond Fund
41) Dreyfus Massachusetts Municipal Money Market Fund
42) Dreyfus Massachusetts Tax Exempt Bond Fund
43) Dreyfus Michigan Municipal Money Market Fund, Inc.
44) Dreyfus Money Market Instruments, Inc.
45) Dreyfus Municipal Bond Fund, Inc.
46) Dreyfus Municipal Cash Management Plus
47) Dreyfus Municipal Money Market Fund, Inc.
48) Dreyfus New Jersey Intermediate Municipal Bond Fund
49) Dreyfus New Jersey Municipal Bond Fund, Inc.
50) Dreyfus New Jersey Municipal Money Market Fund, Inc.
51) Dreyfus New Leaders Fund, Inc.
52) Dreyfus New York Insured Tax Exempt Bond Fund
53) Dreyfus New York Municipal Cash Management
54) Dreyfus New York Tax Exempt Bond Fund, Inc.
55) Dreyfus New York Tax Exempt Intermediate Bond Fund
56) Dreyfus New York Tax Exempt Money Market Fund
57) Dreyfus Ohio Municipal Money Market Fund, Inc.
58) Dreyfus 100% U.S. Treasury Intermediate Term Fund
59) Dreyfus 100% U.S. Treasury Long Term Fund
60) Dreyfus 100% U.S. Treasury Money Market Fund
61) Dreyfus 100% U.S. Treasury Short Term Fund
62) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
63) Dreyfus Pennsylvania Municipal Money Market Fund
64) Dreyfus Short-Intermediate Government Fund
65) Dreyfus Short-Intermediate Municipal Bond Fund
66) Dreyfus Short-Term Income Fund, Inc.
67) The Dreyfus Socially Responsible Growth Fund, Inc.
68) Dreyfus Strategic Income
69) Dreyfus Strategic Investing
70) Dreyfus Tax Exempt Cash Management
71) The Dreyfus Third Century Fund, Inc.
72) Dreyfus Treasury Cash Management
73) Dreyfus Treasury Prime Cash Management
74) Dreyfus Variable Investment Fund
75) Dreyfus-Wilshire Target Funds, Inc.
76) Dreyfus Worldwide Dollar Money Market Fund, Inc.
77) General California Municipal Bond Fund, Inc.
78) General California Municipal Money Market Fund
79) General Government Securities Money Market Fund, Inc.
80) General Money Market Fund, Inc.
81) General Municipal Bond Fund, Inc.
82) General Municipal Money Market Fund, Inc.
83) General New York Municipal Bond Fund, Inc.
84) General New York Municipal Money Market Fund
85) Pacifica Funds Trust -
Pacifica Prime Money Market Fund
Pacifica Treasury Money Market Fund
86) Peoples Index Fund, Inc.
87) Peoples S&P MidCap Index Fund, Inc.
88) Premier Insured Municipal Bond Fund
89) Premier California Municipal Bond Fund
90) Premier Capital Growth Fund, Inc.
91) Premier Global Investing, Inc.
92) Premier GNMA Fund
93) Premier Growth Fund, Inc.
94) Premier Municipal Bond Fund
95) Premier New York Municipal Bond Fund
96) Premier State Municipal Bond Fund
97) Premier Strategic Growth 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. Maura+ First Vice President None
Dale F. Lampe+ Vice President None
Richard W. Ingram+ Senior Vice President and Vice President
Director of Client Services and Assistant
Treasurer
Mary Nelson+ Vice President and Manager Vice President
of Treasury Services and and Assistant
Administration of the Fund's Treasurer
Distributor, Inc.
Paul Prescott+ Vice President None
Elizabeth Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
Douglas C. Conroy+ Supervisor of Treasury Services Vice President
and Administration of Funds and Assistant
Distributor, Inc. Secretary of
the
Company
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is 60 State Street, 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 13th day of September, 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 09/13/96
- ---------------------------
Marie E. Connolly
/s/Francis P. Brennan* Trustee, 09/13/96
- --------------------------- Chairman of the Board
Francis P. Brennan
/s/Ruth Marie Adams* Trustee 09/13/96
- ---------------------------
Ruth Marie Adams
/s/Joseph S. DiMartino* Trustee 09/13/96
- ---------------------------
Joseph S. DiMartino
/s/James M. Fitzgibbons* Trustee 09/13/96
- ---------------------------
James M. Fitzgibbons
/s/Kenneth A. Himmel* Trustee 09/13/96
- ---------------------------
Kenneth A. Himmel
/s/Stephen J. Lockwood* Trustee 09/13/96
- ---------------------------
Stephen J. Lockwood
/s/Roslyn M. Watson* Trustee 09/13/96
- ---------------------------
Roslyn M. Watson
/s/J. Tomlinson Fort* Trustee 09/13/96
- ---------------------------
J. Tomlinson Fort
/s/Arthur L. Goeschel* Trustee 09/13/96
- ---------------------------
Arthur L. Goeschel
/s/Arch S. Jeffery* Trustee 09/13/96
- ---------------------------
Arch S. Jeffery
/s/John Sciullo* Trustee 09/13/96
- ---------------------------
John Sciullo
*By: /s/Elizabeth Bachman
---------------------------
Attorney-in-Fact
THE DREYFUS FAMILY OF FUNDS
(Funds Included in Schedule A)
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 Schedule
A attached hereto (each, a "Fund") which desires to offer multiple classes
has determined that the following plan is in the best interests of each
class individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided into Investor
Class, Institutional Class and Class R.
2. Differences in Availability: Investor shares shall be sold
primarily to retail investors by the Fund's Distributor and by banks,
securities brokers or dealers and other financial institutions that have
entered into a Selling Agreement with the Fund's Distributor.
Institutional shares shall be offered to holders of shares of a
predecessor class of the Fund as of April 4, 1994.
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 Investor Class and Institutional
Class, the services offered to shareholders of each Class shall be the
same.
4. Differences in Distribution Arrangements: Investor shares and
Institutional shares shall be subject to a Distribution Plan (the "Plan")
adopted pursuant to Rule 12b-1 under the 1940 Act. The Plan allows the
Fund to spend annually up to 0.25% of its average daily net assets
attributable to Investor shares, and 0.15% of its average daily net assets
attributable to Institutional shares, to compensate the Distributor for
expenses primarily intended to result in the sale of Investor and
Institutional shares of the Fund and Dreyfus Service Corporation, an
affiliate of The Dreyfus Corporation ("Dreyfus"), for shareholder servicing
activities.
Class R shares shall not be subject to a Distribution 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 Plan; (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. There shall be no automatic conversion
feature for any of the Fund's classes of shares.
7. Exchange Privileges. Investor shares and Institutional shares
shall be exchangeable only for (a) Investor shares (however the same may be
named) of other funds managed or administered by Dreyfus; (b) Retail shares
(however the same by be named) of other funds managed or administered by
Dreyfus; (c) Class A shares (however the same may be named) of other funds
managed or administered by Dreyfus which are not subject to any deferred
sales charge (except in the case of redemptions within one year of shares
purchased in amounts of $1,000,000 or more, which are not subject to an
initial sales charge at the time of purchase); (d) Class B or Class C
shares (however the same may be named) of other funds managed or
administered by Dreyfus; (e) shares of funds managed or administered by
Dreyfus which do not have separate share classes: and (f) 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 by 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: July 15, 1996
Schedule A
The Dreyfus/Laurel Funds Trust
Dreyfus Core Value Fund
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; (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 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; (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 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: September 13, 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
As a % of As a % of
offering net asset
price per value per
Amount of Transaction 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.
THE 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; (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; (e) 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; (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 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: September 13, 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
As a % of As a % of
offering net asset
price per value per
Amount of Transaction 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
(Funds Included in Schedule A)
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
Schedule A attached hereto (each, a "Fund") which desires to offer multiple
classes has determined that the following plan is in the best interests of
each class individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided into
Investor Class and Class R.
2. Differences in Availability: Investor shares shall be sold
primarily to retail investors by the Fund's Distributor and by banks,
securities brokers or dealers and other financial institutions that have
entered into a Selling Agreement with 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, the services offered to shareholders
of each Class shall be the same.
4. Differences in Distribution Arrangements: Investor shares
shall be subject to a Distribution Plan adopted pursuant to Rule 12b-1
under the 1940 Act. The Distribution Plan for Investor shares allows the
Fund to spend annually up to 0.25% of its average daily net assets
attributable to Investor shares to compensate Dreyfus Service Corporation,
an affiliate of The Dreyfus Corporation ("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 Investor shares.
Class R shares shall not be subject to a Distribution 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 Plan; (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. There shall be no automatic conversion
feature for either the Investor Class or Class R.
7. Exchange Privileges. Investor shares shall be exchangeable
only for (a) Investor 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) Class A
shares (however the same may be named) of other funds managed or
administered by Dreyfus which are not subject to any contingent deferred
sales charge (except in the case of redemptions within one year of shares
purchased in amounts of $1,000,000 or more, which are not subject to an
initial sales charge at the time of purchase); (d) Class B or Class C
shares (however the same may be named) of other funds managed or
administered by Dreyfus; (e) shares of funds managed or administered by
Dreyfus which do not have separate share classes; and (f) 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: July 15, 1996
SCHEDULE A
The Dreyfus/Laurel Funds Trust -
Dreyfus Special Growth Fund
