<PAGE>
As filed with the Securities and Exchange Commission on December 13, 1994
Registration No. 33-43845
811-3700
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
__
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /_/
__
Pre-Effective Amendment No. _____ /_/
__
Pos/-Effective Amendment No. 32 /x/
--- __
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 33
---
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
(formerly The Laurel Tax-Free Municipal Funds)
------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
200 Park Avenue - 55th floor
New York, New York 10166
(Address of Principal Executive Office) (ZIP Code)
Registrant's Telephone Number, including area code: (800) 225-5267
John E. Pelletier Clifford J. Alexander, Esq.
Secretary Thomas M. Leahey, Esq.
The Dreyfus/Laurel Tax-Free Kirkpatrick & Lockhart
Municipal Funds 1800 M Street, N.W.
200 Park Avenue - 55th floor Washington, D.C. 20036
New York, New York 10166 (202) 778-9000
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment becomes effective.
It is proposed that this filing will become effective (check
appropriate box):
__ __
/_/ Immediately upon filing /x/ on December 19, 1994
pursuant to paragraph (b) pursuant to paragraph
(b)
__ __
/_/ 60 days after filing pursuant /_/ on (date) pursuant to
to paragraph (a)(1) paragraph (a)(1)
__ _
/_/ 75 days after filing pursuant /_/ on (date) pursuant to
to paragraph (a)(2) paragraph (a)(2)
If appropriate, check the following
box:
__
/x/ this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
DC-171299.2
<PAGE>
The Registrant has previously filed a declaration of indefinite
registration of its shares under the Securities Act of 1933 pursuant to
Rule 24f-2 under the Investment Company Act of 1940. Registrant's Rule
24f-2 Notice for the fiscal year ended June 30, 1994, relating to Tax-Free
Money Fund, Tax-Free Bond Fund, Massachusetts Tax-Free Money Fund and
Massachusetts Tax-Free Bond Fund, and the period December 1, 1993 through
June 30, 1994, relating to New York Tax-Free Money Fund, New York Tax-Free
Bond Fund, California Tax-Free Money Fund and California Tax-Free Bond
Fund, was filed on August 30, 1994.
<PAGE>
Premier Limited Term Municipal Fund
Cross-Reference Sheet Pursuant to Rule 495(a)
---------------------------------------------
Items in
Part A
of Form
N-1A Caption Prospectus Caption
------ ------- ------------------
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Condensed Financial Financial Highlights
Information
4. General Description of Investment Objective and
Registrant Policies; Further
Information About The
Fund
5. Management of the Fund Further Information
About The Funds;
Management
6. Capital Stock and Cover Page; Investor
Other Securities Line; Distributions;
Taxes;
7. Purchase of Securities Expense Summary;
Being Offered Alternative Purchase
Methods; Special
Shareholder Services;
How to Invest in The
Dreyfus/Laurel Funds;
Distribution and Service
Plans; How to Exchange
Your Investment From One
Fund to Another;
8. Redemption or How to Redeem Shares
Repurchase
9. Pending Legal N.A.
Proceedings
- 1 -
<PAGE>
Items in
Part B Statement of Additional
of Form Information
N-1A Caption
------- -----------------------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information Management of the Trust
and History
13. Investment Objectives Investment Policies
and Policies
14. Management of the Fund Management of the Trust;
Trustees and Officers of
the Trust
15. Control Persons and Management of the Trust;
Principal Holders of Miscellaneous;
Securities
16. Investment Advisory Management of the Trust;
and Other Services Investment Manager;
Shareholder Services
17. Brokerage Allocation Investment Policies;
and Other Practices Portfolio Transactions
18. Capital Stock and Description of the
Other Securities Trust; See Prospectus --
"Cover Page"; "How to
Redeem Fund Shares";
"Further Information
About The Funds; The
Dreyfus/Laurel Tax-Free
Municipal Funds"
19. Purchase, Redemption Purchase of Shares;
and Pricing of Distribution and Service
Securities Being Plans; Redemption of
Offered Shares; Valuation of
Shares
20. Tax Status Taxes
21. Underwriters Purchase of Shares;
Distribution and Service
Plans; Amounts Expended
22. Calculation of Performance Data
Performance Data
23. Financial Statements Financial Statements
- 2 -
<PAGE>
Premier Limited Term CA, MA, and NY Tax-Free Municipal Fund
Cross-Reference Sheet Pursuant to Rule 495(a)
---------------------------------------------
Items in
Part A of
Form
N-1A Caption Prospectus Caption
--------- ------- ------------------
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Condensed Financial Financial Highlights
Information
4. General Description of Investment Objective and
Registrant Policies; Further
Information About The
Fund
5. Management of the Fund Further Information About
The Funds; Management
6. Capital Stock and Cover Page; Investor
Other Securities Line; Distributions;
Taxes;
7. Purchase of Securities Expense Summary;
Being Offered Alternative Purchase
Methods; Special
Shareholder Services; How
to Invest in The
Dreyfus/Laurel Funds;
Distribution and Service
Plans; How to Exchange
Your Investment From One
Fund to Another;
8. Redemption or How to Redeem Shares
Repurchase
9. Pending Legal N.A.
Proceedings
<PAGE>
Items in Statement of Additional
Part B of Information Caption
Form N-1A ----------------------
__________
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information Management of the Trust
and History
13. Investment Objectives Investment Policies
and Policies
14. Management of the Fund Management of the Trust;
Trustees and Officers of
the Trust
15. Control Persons and Management of the Trust;
Principal Holders of Miscellaneous;
Securities
16. Investment Advisory Management of the Trust;
and Other Services Investment Manager;
Shareholder Services
17. Brokerage Allocation Investment Policies;
and Other Practices Portfolio Transactions
18. Capital Stock and Description of the Trust;
Other Securities See Prospectus -- "Cover
Page"; "How to Redeem
Fund Shares"; "Further
Information About The
Funds; The Dreyfus/Laurel
Tax-Free Municipal Funds"
19. Purchase, Redemption Purchase of Shares;
and Pricing of Distribution and Service
Securities Being Plans; Redemption of
Offered Shares; Valuation of
Shares
20. Tax Status Taxes
21. Underwriters Purchase of Shares;
Distribution and Service
Plans; Amounts Expended
22. Calculation of Performance Data
Performance Data
23. Financial Statements Financial Statements
- 4 -
<PAGE>
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
CONTENTS OF POST-EFFECTIVE AMENDMENT
This post-effective amendment to the registration statement of The
Dreyfus/Laurel Tax-Free Municipal Funds contains the following documents:
Facing Sheet
Cross-Reference Sheet
Contents of Post-Effective Amendment
Part A - Prospectus
- Premier Limited Term Municipal Fund*
- Premier Limited Term California Tax-Free Municipal Fund*
- Premier Limited Term Massachusetts Tax-Free Municipal Fund*
- Premier Limited Term New York Tax-Free Municipal Fund*
- Dreyfus/Laurel Massachusetts Tax-Free Money Fund*
- Dreyfus/Laurel New York Tax-Free Money Fund*
- Dreyfus/Laurel California Tax-Free Money Fund*
Part B - Statement of Additional Information
- Premier Limited Term Municipal Fund*
- Premier Limited Term California Tax-Free Municipal Fund*
- Premier Limited Term Massachusetts Tax-Free Municipal Fund*
- Premier Limited Term New York Tax-Free Municipal Fund*
- Dreyfus/Laurel Massachusetts Tax-Free Money Fund*
- Dreyfus/Laurel New York Tax-Free Money Fund*
- Dreyfus/Laurel California Tax-Free Money Fund*
Part C - Other Information
Signature Page - The Dreyfus/Laurel Tax-Free Municipal Funds
Exhibits
____________
*Incorporated by reference to Post-Effective Amendment No. 31 to the
Registration Statement on Form N1-A, filed on October 14, 1994.
<PAGE>
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
(formerly The Laurel Tax-Free Municipal Funds)
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
Included in Part A:
Financial Highlights. Incorporated by reference to Part
A of Post-Effective Amendment No. 31 (filed October 14,
1994) to the Registrant's Registration Statement on Form
N-1A, No. 33-43845.
Included in Part B:
The following are incorporated by reference to the
Registrant's Annual Report to Shareholders (filed
September 8, 1994):
- Reports of Independent Accountants
- Portfolios of Investments
- Statements of Assets and Liabilities
- Statements of Operations
- Statements of Changes in Net Assets
- Notes to Financial Statements
(b) Exhibits:
1(a) Third Amended and Restated Master Trust Agreement filed
January 8, 1993, incorporated by reference to
Post-Effective Amendment No. 22, filed on January 29,
1993.
1(b) Amendment No. 1 to the Third Amended and Restated Master
Trust Agreement filed on May 21, 1993, incorporated by
reference to Post-Effective Amendment No. 24, filed on
June 29, 1993.
1(c) Amendment No. 2 to the Third Amended and Restated Master
Trust Agreement filed on February 7, 1994, incorporated
by reference to Post-Effective Amendment No. 29, filed on
April 1, 1994.
1(d) Amendment No. 3 to the Third Amended and Restated Master
Trust Agreement filed on March 31, 1994, incorporated by
reference to Post-Effective Amendment No. 29, filed on
April 1, 1994.
1(e) Amendment No. 4 to the Third Amended and Restated Master
Trust Agreement filed herewith.
<PAGE>
1(f) Amendment No. 5 to the Third Amended and Restated Master
Trust. To be filed by amendment.
2 By-Laws of the Trust, incorporated by reference to the
Registrant's Registration Statement (No. 33-43845), filed
on July 3, 1985 (the "Registration Statement").
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. 29, filed on
April 1, 1994.
5(b) Assignment Agreement among the Registrant, Mellon Bank,
N.A. and The Dreyfus Corporation, dated as of October 17,
1994, (relating to Investment Management Agreement dated
April 4, 1994) filed herewith.
6 Distribution Agreement between the Registrant and Premier
Mutual Fund Services, Inc., dated as of October 17, 1994,
filed herewith.
7 Not Applicable.
8(a) Custody and Fund Accounting Agreement between the
Registrant and Mellon Bank, N.A., dated April 4, 1994,
incorporated by reference to Post-Effective Amendment No.
29, filed on April 1, 1994.
8(b) Sub-Custodian Agreement between Mellon Bank, N.A. and
Boston Safe Deposit and Trust Company, dated April 4,
1994, incorporated by reference to Post-Effective
Amendment No. 30, filed on October 11, 1994.
8(c) Amendment to Custody and Fund Accounting Agreement, dated
August 1, 1994,incorporated by reference to
Post-Effective Amendment No. 30, filed on October 11,
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. 10, filed on
February 24, 1984.
9(b) Supplement to Transfer Agent Agreement relating to the
Tax-Free Bond Fund and the Massachusetts Tax-Free Bond
Fund, dated September 3, 1985, incorporated by reference
to Post-Effective Amendment No. 9, filed on November 23,
1987.
<PAGE>
9(c) Supplement to Transfer Agent Agreement relating to the
California Tax-Free Money Fund, the California Tax-Free
Bond Fund, the New York Tax-Free Money Fund and the New
York Tax-Free Bond Fund, dated January 28, 1988,
incorporated by reference to Post-Effective Amendment No.
10, filed on January 28, 1988.
9(d) Supplement to Transfer Agent Agreement for the
Registrant, dated June 1, 1989, incorporated by reference
to Post-Effective Amendment No. 14, filed on September 5,
1989.
9(e) Supplement to Transfer Agent Agreement for the
Registrant, dated April 4, 1994, incorporated by
reference to Post-Effective Amendment No. 30, filed on
October 11, 1994.
10 Opinion and consent of counsel. To be filed by amendment.
11(a) Not applicable.
12 Not Applicable.
13 Not Applicable.
14 Not Applicable.
15(a) Restated Distribution Plan (relating to Investor Shares
and Class A Shares) filed herewith.
15(b) Distribution and Service Plans (relating to Class B
Shares and Class C Shares). To be filed by amendment.
16 Performance Information, incorporated by reference to
Post-Effective Amendment No. 12, filed on September 1,
1988.
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
<PAGE>
Registrant as of December 8, 1994:
Number of Record Holders
Title of Class Class A Investor Class Class R
-------------- ---------- -------------- -------
Premier Limited Term New York 206 N/A 14
Municipal Fund
Dreyfus/Laurel New York Tax-Free N/A 189 111
Money Fund
Premier Limited Term California 224 N/A 55
Municipal Fund
Dreyfus/Laurel California Tax-Free N/A 248 56
Money Fund
Premier Limited Term Massachusetts 432 N/A 87
Municipal Fund
Dreyfus/Laurel Massachusetts Tax-Free N/A 1,356 168
Money Fund
Premier Limited Term Municipal Fund 1,508 N/A 89
Item 27. Indemnification
---------------
Under a provision of the Registrant's Third Amended and Restated
Master Trust Agreement ("Master Trust Agreement"), 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 when it is determined, in the manner specified
in the Master Trust Agreement, that such Trustee or officer did not act in
good faith in the reasonable belief that his/her actions were in or not
opposed to the best interests of the Registrant or acted with willful
misfeasance, bad faith, gross negligence or reckless disregard of his/her
duties. 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 Master Trust Agreement.
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
<PAGE>
investment companies sponsored by Dreyfus and of other investment
companies for which Dreyfus acts as investment adviser, sub-investment
adviser or administrator. Dreyfus Management, Inc., another wholly-owned
subsidiary, provides investment management services to various pension
plans, institutions and individuals.
Officers and Directors of Investment Adviser
--------------------------------------------
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
MANDELL L. BERMAN Real estate consultant and private
Director investor
29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034
Past Chairman of the Board of Trustees
of Skillman Foundation.
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 9103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co.
Director Inc.
535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
DAVID B. TRUMAN Educational consultant;
Director
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Past President of the Russell Sage
Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke
College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board
and Chief Executive Dreyfus Acquisition Corporation*;
Officer
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Land Development Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation;
Chairman of the Board and Chief
Executive Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++
The Dreyfus Fund International
Limited+++++
World Balanced Fund+++
Dreyfus Partnership Management, Inc.*;
Dreyfus Personal Management, Inc. *;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Dreyfus Service Organization, Inc.*;
The Dreyfus Trust Company++;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York;
JULIAN M. SMERLING Director and Executive Vice President:
Vice Chairman of the
Board of Directors Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Service Organization, Inc.*;
Vice Chairman and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)+;
Director:
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Partnership Management, Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, and Director
The Dreyfus Trust Company++;
Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Partnership Management, Inc.*;
The Dreyfus Trust Company (N.J.)++;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus Management, Inc.*;
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Dreyfus Personal Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837
Vice President and former Treasurer
and Director:
National Muscular Dystrophy
Association
810 Seventh Avenue
New York, New York 10019;
President, Chief Operating Officer and
Director:
Major Trading Corporation*
KEITH SMITH Chairman and Chief Executive Officer:
Chief Operating Officer
The Boston Company
One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
PAUL H. SNYDER Director:
Vice President and
Chief Financial Officer Pennsylvania Economy League
Philadelphia, Pennsylvania;
Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Director and Vice President:
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Financial Executives Institute
Philadelphia Chapter
Philadelphia, Pennsylvania;
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman, Executive Officer:
Distribution
The Boston Advisers, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Group Holdings, Inc.
Executive Vice President
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
JAY R. DEMARTINE Chairman of the Board and President:
Vice President,
Marketing The Woodbury Society
16 Woodbury lane
Ogunquit, ME 03907;
Former Managing Director:
Bankers Trust Company
280 Park Avenue
New York, NY 10017;
BARBARA E. CASEY President:
Vice President, Dreyfus Retirement Services;
Retirement Services
Executive Vice President:
Boston Safe Deposit & Trust Co.
One Boston Place
Boston, Massachusetts 02108;
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
DIANE M. COFFEY None
Vice President,
Corporate
Communications
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant and
Director The Dreyfus Security Savings Bank,
F.S.B.
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++
Seven Six Seven Agency, Inc.*;
ROBERT F. DUBUSS Director and Treasurer:
Vice President
Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Dreyfus Thrift & Commerce****
ELIE M. GENADRY President:
Vice President,
Wholesale Institutional Services Division of
Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*:
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation *:
Dreyfus Service Organization, Inc.*;
Vice President:
The Dreyfus Trust Company++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
DANIEL C. MACLEAN Director, Vice President and
Vice President and Secretary:
General Counsel
Dreyfus Previous Metals, Inc.*;
Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation *;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*;
JEFFREY N. NACHMAN None
Vice President,
Fund Administration
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
PHILIP L. TOIA Chairman of the Board and Vice
Vice Chairman, President;
Operations and Dreyfus Thrift & Commerce****;
Administration
Director:
The Dreyfus Security Savings Bank
F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit
Corporation*;
President and Director:
Dreyfus Personal Management, Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and The
Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President,
Human Resources
Department of Parks and Recreation of
the City of New York
830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller
Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit
Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial
Planning, Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Secretary:
Vice President, Fund
Legal and Compliance The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
The Truepenny Corporation*
___________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New
York, New York 10006.
**** The address of the business so indicated is Five Triad Center,
Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building, 80
Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
<PAGE>
+++ The address of the business so indicated is One Rockefeller
Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama
Islands.
Item 29. Principal Underwriter
(a) Premier Mutual Fund Services, Inc. ("Premier") currently serves
as the distributor for The Dreyfus/Laurel Tax-Free Municipal Funds.
Premier is registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of Securities
Dealers, Inc. Premier is a wholly-owned subsidiary of Institutional
Administration Services. Inc., the parent company of which is Boston
Institutional Group, Inc.
Premier also currently serves as the exclusive distributor or principal
underwriter for the following investment companies:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
<PAGE>
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus Michigan Municipal Money Market Fund, Inc.
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) Dreyfus Short-Term Income Fund, Inc.
65) The Dreyfus Socially Responsible Growth Fund, Inc.
66) Dreyfus Strategic Growth, L.P.
67) Dreyfus Strategic Income
68) Dreyfus Strategic Investing
69) Dreyfus Tax Exempt Cash Management
70) Dreyfus Treasury Cash Management
71) Dreyfus Treasury Prime Cash Management
72) Dreyfus Variable Investment Fund
73) Dreyfus-Wilshire Target Funds, Inc.
74) Dreyfus Worldwide Dollar Money Market Fund, Inc.
75) First Prairie Cash Management
76) First Prairie Diversified Asset Fund
77) First Prairie Money Market Fund
78) First Prairie Municipal Money Market Fund
79) First Prairie Tax Exempt Bond Fund, Inc.
80) First Prairie U.S. Government Income Fund
81) First Prairie U.S. Treasury Securities Cash Management
82) General California Municipal Bond Fund, Inc.
83) General California Municipal Money Market Fund
84) General Government Securities Money Market Fund, Inc.
85) General Money Market Fund, Inc.
86) General Municipal Bond Fund, Inc.
87) General Municipal Money Market Fund, Inc.
<PAGE>
88) General New York Municipal Bond Fund, Inc.
89) General New York Municipal Money Market Fund
90) Pacific American Fund
91) Peoples Index Fund, Inc.
92) Peoples S&P MidCap Index Fund, Inc.
93) Premier Insured Municipal Bond Fund
94) Premier California Municipal Bond Fund
95) Premier GNMA Fund
96) Premier Growth Fund, Inc.
97) Premier Municipal Bond Fund
98) Premier New York Municipal Bond Fund
99) Premier State Municipal Bond Fund
100) The Dreyfus/Laurel Funds Trust
101) The Dreyfus/Laurel Tax-Free Municipal Funds
102) The Dreyfus/Laurel Investment Series
(b) The names of the principal executive officers of Premier together
with their respective positions with Premier and their positions and
offices with the Registrant, are set forth below.
Name and Address Position and Position and Office(s)
Office(s) with with Registrant
Premier
Marie E. Connolly* Director, President President & Treasurer
& Chief Operating
Officer
John E. Pelletier* Senior Vice Vice President &
President & General Secretary
Counsel
Joseph F. Tower, III* Senior Vice Assistant Treasurer
President & Chief
Financial Officer
John J. Pyburn** Vice President Assistant Treasurer
Jean M. O'Leary* Assistant Secretary N/A
Eric B. Fischmann** Vice President & Vice President &
Associate General Assistant Secretary
Counsel
Frederic C. Dey** Senior Vice Vice President &
President Assistant Treasurer
Ruth D. Leibert** Assistant Vice Assistant Secretary
President
Paul D. Furcinito** Assistant Vice Assistant Secretary
President
*Address: Funds Distributor, Inc., Exchange Place, Boston, MA 02109.
**Address: Premier Mutual Fund Services, Inc., 200 Park Avenue, New York,
NY 10166.
<PAGE>
Item 30. Location of Accounts and Records
(1) The Dreyfus/Laurel Tax-Free Municipal Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
(2) Mellon Bank, N.A.
c/o The Boston Company Advisers, Inc.
4th Floor
One Exchange Place
Boston, MA 02109
(3) Mellon Bank, N.A.
c/o The Boston Company, Inc.
5th Floor
One Boston Place
Boston, MA 02108
(4) Mellon Bank, N.A.
The Park Square Building
31 St. James Avenue
Boston, MA 02116
(5) The Shareholder Services Group, Inc.
1 American Express Plaza
Providence, RI 02903
(6) Mellon Bank, N.A.
One Mellon Bank Center
39th Floor
Pittsburgh, PA 15258
<PAGE>
(7) The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
Registrant hereby undertakes as follows:
(a) Not Applicable.
(b) Not Applicable.
(c) Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders, upon
request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant, The Dreyfus/Laurel Tax-Free Municipal Funds (formerly The
Laurel Tax-Free Municipal Funds), certifies that it meets all of the
requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the City
of Boston, the Commonwealth of Massachusetts on the 12th day of December,
1994.
THE DREYFUS/LAUREL TAX-FREE
MUNICIPAL FUNDS
/s/ Marie E. Connolly
-----------------------------
Marie E. Connolly
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ Marie E. Connolly
--------------------------- President, Treasurer 12/12/94
Marie E. Connolly
Signature Title Date
--------- ----- ----
/s/ Francis P. Brennan
--------------------------- Trustee, 12/12/94
Francis P. Brennan Chairman of the Board
/s/ Ruth Marie Adams
-------------------------- Trustee 12/12/94
Ruth Marie Adams
<PAGE>
/s/ James M. Fitzgibbons
------------------------ Trustee 12/12/94
James M. Fitzgibbons
/s/ Kenneth A. Himmel
________________________ Trustee 12/12/94
Kenneth A. Himmel
/s/ Stephen J. Lockwood
------------------------- Trustee 12/12/94
Stephen J. Lockwood
/s/ Roslyn M. Watson
------------------------ Trustee 12/12/94
Roslyn M. Watson
/s/ J. Tomlinson Fort
----------------------- Trustee 12/12/94
J. Tomlinson Fort
/s/ Arthur L. Goeschel
------------------------
Arthur L. Goeschel Trustee 12/12/94
/s/ Arch S. Jeffery
------------------------- 12/12/94
Arch S. Jeffery Trustee
/s/ Robert D. McBride
------------------------- 12/12/94
Robert D. McBride Trustee
/s/ John L. Propst
--------------------------
John L. Propst Trustee 12/12/94
/s/ John J. Sciullo
---------------------------
John J. Sciullo Trustee 12/12/94
<PAGE>
Ex-99.B1
THE LAUREL TAX-FREE MUNICIPAL FUNDS
AMENDMENT NO.4 TO THE THIRD AMENDED AND RESTATED
MASTER TRUST AGREEMENT
The undersigned, the President of The Laurel Tax-Free Municipal
Funds (the "Trust"), does hereby certify that, pursuant to Article VII,
Section 7.3 of the Trust's Third Amended and Restated Master Trust
Agreement dated December 9, 1992 (the "Trust Instrument"), the following
votes were duly adopted by at least a majority of the Trustees of the
Trust at meetings held July 27, 1994 and September 23, 1994, at which
meetings a quorum was present and acting throughout.
VOTED: That, effective upon the closing of the acquisition of The
Dreyfus Corporation by Mellon Bank, N.A., or upon such later date
as the President of the Trust shall determine, Article I, Section
1.1 of the Trust Instrument shall be amended in the following
respect:
"Name: This Trust shall be known as "The Dreyfus/Laurel
Tax-Free Municipal Funds," and the Trustees shall conduct
the business of the Trust under that name or any other
name or names as they may from time to time determine.
FURTHER
VOTED: That the name of each investment portfolio of the Trust shall be
changed to the name set forth below, effective as of October 17,
1994, or such other date as the appropriate officers of the Trust
shall determine:
Laurel Tax-Free Money Fund Dreyfus/Laurel Tax-Free Money
Fund
Laurel Massachusetts Tax-Free Money Fund Dreyfus/Laurel Massachusetts
Tax-Free Money Fund
Laurel New York Tax-Free Money Fund Dreyfus/Laurel New York Tax-Free
Money Fund
Laurel California Tax-Free Money Fund Dreyfus/Laurel California Tax-
Free Money Fund
Laurel Tax-Free Bond Fund Premier Limited Term Municipal
Fund
Laurel Massachusetts Tax-Free Bond Fund Premier Limited Term
Massachusetts Municipal Fund
Laurel New York Tax-Free Bond Fund Premier Limited Term New York
Municipal Fund
Laurel California Tax-Free Bond Fund Premier Limited Term California
Municipal Fund
FURTHER
VOTED: That pursuant to Article VII, Section 7.3 of the Third Amended
and
DC-171667.1
<PAGE>
Restated Master Trust Agreement dated December 9, 1992 (the
"Trust
Instrument") of The Laurel Tax-Free Municipal Funds (the
"Trust"),
Article IV, Section 4.2 of the Trust Instrument shall be amended
to
reflect the foregoing changes in the names of the Trust's
investment
portfolios and to read in its entirety as follows:
Section 4.2 Establishment and Designation of Sub-Trusts.
Without limiting the authority of the Trustees set forth
in Section 4.1 to establish and designate any further
Sub-Trusts, the Trustees hereby establish and designate
eight Sub-Trusts: "Dreyfus/Laurel Tax-Free Money Fund,"
"Dreyfus/Laurel Massachusetts Tax-Free Money Fund,"
"Dreyfus/Laurel New York Tax-Free Money Fund,"
"Dreyfus/Laurel California Tax-Free Money Fund," "Premier
Limited Term Municipal Fund," "Premier Limited Term
Massachusetts Municipal Fund," "Premier Limited Term New
York Municipal Fund" and "Premier Limited Term California
Municipal Fund." The Shares of such Sub-Trusts, and any
Shares of any further Sub-Trusts that may from time to
time be established and designated by the Trustees, shall
(unless the Trustees otherwise determine with respect to
some further Sub-Trust at the time of establishing and
designating the same) have the following relative rights
and preferences: . . .; and
FURTHER
VOTED: That any officer of the Trust be, and each of them hereby is,
authorized to prepare, execute, seal and deliver any and all
documents, instruments, certificates, papers and writings; to
file the same with any public official including, without
limitation, the Secretary of State of The Commonwealth of
Massachusetts and the Boston City Clerk; and to do any and all
other acts, in the name of the Trust or on its behalf, as may be
necessary or advisable in connection with or in furtherance of
the foregoing votes; and
FURTHER
VOTED: That the foregoing amendment to the Trust's Trust Instrument
shall be effective on October 17, 1994, or such other date as the
appropriate officers of the Trust shall determine, upon the
filing of an instrument containing the same with the Secretary of
State of The Commonwealth of Massachusetts and the Boston City
Clerk.
<PAGE>
IN WITNESS WHEREOF, the undersigned has hereunto set her hand
this 17th day of October, 1994.
/s/ Marie E. Connolly
-----------------------
Marie E. Connolly
President
<PAGE>
EX-99.B5
ASSIGNMENT AND ASSUMPTION OF
INVESTMENT MANAGEMENT AGREEMENT
ASSIGNMENT AND ASSUMPTION OF INVESTMENT MANAGEMENT AGREEMENT,
made as of the 17th day of October, 1994, by and among The Dreyfus/Laurel
Tax-Free Municipal Funds (formerly, The Laurel Tax-Free Municipal Funds),
a Massachusetts business trust (the "Trust"), MELLON BANK, N.A., a
national banking corporation organized under the laws of the United States
("Mellon Bank"), and THE DREYFUS CORPORATION, a New York corporation
("Dreyfus").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trust consists of several distinct investment
portfolios or series (collectively, the "Funds"); and
WHEREAS, the Trust, on behalf of the Funds, and Mellon Bank
entered into an Investment Management Agreement on April 4, 1994, under
which Mellon Bank serves as the investment manager (the "Investment
Manager") for the Funds of the Trust; and
WHEREAS, Mellon Bank desires that its interest, rights,
responsibilities and obligations in and under the Investment Management
Agreement be assigned to Dreyfus and Dreyfus desires to assume Mellon
Bank's interest, rights, responsibilities and obligations in and under the
Investment Management Agreement; and
WHEREAS, this Agreement does not result in a change of actual
control or management of the Investment Manager to the Funds and,
therefore, is not an "assignment" as defined in Section 2(a)(4) of the Act
nor an "assignment" for purposes of Section 15(a)(4) of the Act.
NOW, THEREFORE, in consideration of the mutual covenants set
forth in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
1. Assignment. Effective as of the date first set forth
above (the "Effective Date"), Mellon Bank hereby assigns to Dreyfus all of
Mellon Bank's interest, rights, responsibilities and obligations in and
under the Investment Management Agreement dated April 4, 1994, to which
Mellon Bank is a party with the Trust.
DC-171668.1
<PAGE>
2. Assumption and Performance of Duties. As of the
Effective Date, Dreyfus hereby accepts all of Mellon Bank's interest and
rights, and assumes and agrees to perform all
of Mellon Bank's responsibilities and obligations in and under the
Investment Management Agreement; Dreyfus agrees to be subject to all of
the terms and conditions of said Agreement; and Dreyfus shall indemnify
and hold harmless Mellon Bank from any claim or demand made thereunder
arising or incurred after the Effective Date.
3. Representation of Dreyfus. Dreyfus represents and
warrants that: (1) it is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended; and (2) Mellon Bank is its
sole shareholder.
4. Consent. The Trust hereby consents to this assignment by
Mellon Bank to Dreyfus of Mellon Bank's interest, rights, responsibilities
and obligations in and under the Investment Management Agreement and to
the acceptance and assumption by Dreyfus of the same. The Trust agrees,
subject to the terms and conditions of said Agreement, to look solely to
Dreyfus for the performance of the Investment Manager's responsibilities
and obligations under said Agreement from and after the Effective Date,
and to recognize as inuring solely to Dreyfus the interest and rights
heretofore held by Mellon Bank thereunder.
5. Limitation of Liability of Trustees, Officers and
Shareholders. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally, but
shall bind only the trust property of the Trust, as provided in the Third
Amended and Restated Master Trust Agreement of the Trust. The execution
and delivery of this Agreement have been authorized by the Trustees of the
Trust and signed by the President of the Trust, acting as such, and
neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust as provided in its Third
Amended and Restated Master Trust Agreement.
6. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized officers hereunto duly attested.
Attest: The Dreyfus/Laurel Tax-Free Municipal
Funds
/s/ John Pelletier /s/ Marie E. Connolly
_____________________________ By: ________________________________
Secretary Name:
Title:
Attest: Mellon Bank, N.A.
/s/ David Mossman
_____________________________ By: ________________________________
Secretary Name:
Title:
Attest: The Dreyfus Corporation
/s/ Mark Jacobs
_____________________________ By: ________________________________
Secretary Name:
Title:
-3-
<PAGE>
DISTRIBUTION AGREEMENT
The Dreyfus/Laurel Tax-Free Municipal Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
October 17, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund") has
agreed that you shall be, for the period of this agreement, the
distributor of (a) shares of each Series of the Fund set forth on Exhibit
A hereto, as such Exhibit may be revised from time to time (each, a
"Series") or (b) if no Series are set forth on such Exhibit, shares of the
Fund. For purposes of this agreement the term "Shares" shall mean the
authorized shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares covered
by, and in accordance with, the registration statement and prospectus then
in effect under the Securities Act of 1933, as amended, and will transmit
promptly any orders received by you for purchase or redemption of Shares
to the Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the
sale of Shares. It is contemplated that you will enter into sales or
servicing agreements with securities dealers, financial institutions and
other industry professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your own
behalf as principal.
DC-171673.1
<PAGE>
1.3 You shall act as distributor of Shares in compliance with
all applicable laws, rules and regulations, including, without limitation,
all rules and regulations made or adopted pursuant to the Investment
Company Act of 1940, as amended, by the Securities and Exchange Commission
or any securities association registered under the Securities Exchange Act
of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by
market, economic or political conditions, or by abnormal circumstances of
any kind, the Fund's officers may decline to accept any orders for, or
make any sales of, any Shares until such time as they deem it advisable to
accept such orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection
with the registration of Shares under the Securities Act of 1933, as
amended, and all expenses in connection with maintaining facilities for
the issue and transfer of Shares and for supplying information, prices and
other data to be furnished by the Fund hereunder, and all expenses in
connection with the preparation and printing of the Fund's prospectuses
and statements of additional information for regulatory purposes and for
distribution to shareholders; provided, however, that nothing contained
herein shall be deemed to require the Fund to pay any of the costs of
advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take all actions which
may be reasonably necessary in the discretion of the Fund's officers in
connection with the qualification of Shares for sale in such states as you
may designate to the Fund and the Fund may approve, and the Fund agrees to
pay all expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your own
qualification as a dealer under state or Federal laws and, except as
otherwise specifically provided in this agreement, all other expenses
incurred by you in connection with the sale of Shares as contemplated in
this agreement.
1.7 The Fund shall furnish you from time to time, for use in
connection with the sale of Shares, such information with respect to the
Fund or any relevant Series and the Shares as you may reasonably request,
all of which shall be signed by one or more of the Fund's duly authorized
officers; and the Fund warrants that the statements contained in any such
information, when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with: (a) semi-
annual reports and annual audited reports of the Fund's books and accounts
made by independent public accountants regularly retained by the Fund,
(b) quarterly earnings statements prepared by the Fund, (c) a monthly
itemized list of the securities in the Fund's or, if applicable, each
Series' portfolio, (d) monthly balance sheets as soon as practicable after
the end of each month, and (e) from time to time such additional
information regarding the Fund's financial condition as you may reasonably
request.
- 2 -
<PAGE>
1.8 The Fund represents to you that all registration statements
and prospectuses filed by the Fund with the Securities and Exchange Com-
mission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, with respect to the Shares
have been carefully prepared in conformity with the requirements of said
Acts and rules and regulations of the Securities and Exchange Commission
thereunder. As used in this agreement the terms "registration statement"
and "prospectus" shall mean any registration statement and prospectus,
including the statement of additional information incorporated by
reference therein, filed with the Securities and Exchange Commission and
any amendments and supplements thereto which at any time shall have been
filed with said Commission. The Fund represents and warrants to you that
any registration statement and prospectus, when such registration
statement becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and regulations
of said Commission; that all statements of fact contained in any such reg-
istration statement and prospectus will be true and correct when such reg-
istration statement becomes effective; and that neither any registration
statement nor any prospectus when such registration statement becomes
effective will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading. The Fund may but shall not be
obligated to propose from time to time such amendment or amendments to any
registration statement and such supplement or supplements to any prospec-
tus as, in the light of future developments, may, in the opinion of the
Fund's counsel, be necessary or advisable. If the Fund shall not propose
such amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from you to do
so, you may, at your option, terminate this agreement or decline to make
offers of the Fund's securities until such amendments are made. The Fund
shall not file any amendment to any registration statement or supplement
to any prospectus without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement shall in any
way limit the Fund's right to file at any time such amendments to any reg-
istration statement and/or supplements to any prospectus, of whatever
character, as the Fund may deem advisable, such right being in all
respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form
furnished to you from time to time, in connection with the sale of Shares.
The Fund agrees to indemnify, defend and hold you, your several officers
and directors, and any person who controls you within the meaning of Sec-
tion 15 of the Securities Act of 1933, as amended, free and harmless from
and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
you, your officers and directors, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under common law or
otherwise, arising out of or based upon any untrue statement, or alleged
untrue statement, of a material fact contained in any registration state-
ment or any prospectus or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated in either
- 3 -
<PAGE>
any registration statement or any prospectus or necessary to make the
statements in either thereof not misleading; provided, however, that the
Fund's agreement to indemnify you, your officers or directors, and any
such controlling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or alleged
untrue statement or omission or alleged omission made in any registration
statement or prospectus in reliance upon and in conformity with written
information furnished to the Fund by you specifically for use in the
preparation thereof. The Fund's agreement to indemnify you, your officers
and directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Fund at
its address set forth above within ten days after the summons or other
first legal process shall have been served. The failure so to notify the
Fund of any such action shall not relieve the Fund from any liability
which the Fund may have to the person against whom such action is brought
by reason of any such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's indemnity agree-
ment contained in this paragraph 1.9. The Fund will be entitled to assume
the defense of any suit brought to enforce any such claim, demand or
liability, but, in such case, such defense shall be conducted by counsel
of good standing chosen by the Fund and approved by you. In the event the
Fund elects to assume the defense of any such suit and retain counsel of
good standing approved by you, the defendant or defendants in such suit
shall bear the fees and expenses of any additional counsel retained by any
of them; but in case the Fund does not elect to assume the defense of any
such suit, or in case you do not approve of counsel chosen by the Fund,
the Fund will reimburse you, your officers and directors, or the control-
ling person or persons named as defendant or defendants in such suit, for
the fees and expenses of any counsel retained by you or them. The Fund's
indemnification agreement contained in this paragraph 1.9 and the Fund's
representations and warranties in this agreement shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of you, your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of indemnity
will inure exclusively to your benefit, to the benefit of your several
officers and directors, and their respective estates, and to the benefit
of any controlling persons and their successors. The Fund agrees promptly
to notify you of the commencement of any litigation or proceedings against
the Fund or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its
several officers and Board members, and any person who controls the Fund
within the meaning of Section 15 of the Securities Act of 1933, as
amended, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending
such claims, demands or liabilities and any counsel fees incurred in con-
nection therewith) which the Fund, its officers or Board members, or any
such controlling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, but only to the extent that
- 4 -
<PAGE>
such liability or expense incurred by the Fund, its officers or Board
members, or such controlling person resulting from such claims or demands,
shall arise out of or be based upon any untrue, or alleged untrue, state-
ment of a material fact contained in information furnished in writing by
you to the Fund specifically for use in the Fund's registration statement
and used in the answers to any of the items of the registration statement
or in the corresponding statements made in the prospectus, or shall arise
out of or be based upon any omission, or alleged omission, to state a
material fact in connection with such information furnished in writing by
you to the Fund and required to be stated in such answers or necessary to
make such information not misleading. Your agreement to indemnify the
Fund, its officers and Board members, and any such controlling person, as
aforesaid, is expressly conditioned upon your being notified of any action
brought against the Fund, its officers or Board members, or any such
controlling person, such notification to be given by letter or telegram
addressed to you at your address set forth above within ten days after the
summons or other first legal process shall have been served. You shall
have the right to control the defense of such action, with counsel of your
own choosing, satisfactory to the Fund, if such action is based solely
upon such alleged misstatement or omission on your part, and in any other
event the Fund, its officers or Board members, or such controlling person
shall each have the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify you of any such
action shall not relieve you from any liability which you may have to the
Fund, its officers or Board members, or to such controlling person by
reason of any such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of your indemnity agreement
contained in this paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's officers
and Board members, and their respective estates, and to the benefit of any
controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or directors
in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under
any of the provisions of this agreement and no orders for the purchase or
sale of such Shares hereunder shall be accepted by the Fund if and so long
as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the
provisions of the Securities Act of 1933, as amended, or if and so long as
a current prospectus as required by Section 10 of said Act, as amended, is
not on file with the Securities and Exchange Commission; provided,
however, that nothing contained in this paragraph 1.11 shall in any way
restrict or have an application to or bearing upon the Fund's obligation
to repurchase any Shares from any shareholder in accordance with the
provisions of the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
- 5 -
<PAGE>
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement or pro-
spectus then in effect or for additional information;
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending the
effectiveness of the registration statement or prospectus then in
effect or the initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue
any statement of a material fact made in the registration state-
ment or prospectus then in effect or which requires the making of
a change in such registration statement or prospectus in order to
make the statements therein not misleading; and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to any registration
statement or prospectus which may from time to time be filed with
the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you shall be
offered for sale at a price per share (the "offering price") approximately
equal to (a) their net asset value (determined in the manner set forth in
the Fund's charter documents) plus (b) a sales charge, if any and except
to those persons set forth in the then-current prospectus, which shall be
the percentage of the offering price of such Shares as set forth in the
Fund's then-current prospectus. The offering price, if not an exact
multiple of one cent, shall be adjusted to the nearest cent. In addition,
Shares of any class of the Fund offered for sale by you may be subject to
a contingent deferred sales charge as set forth in the Fund's then-current
prospectus. You shall be entitled to receive any sales charge or
contingent deferred sales charge in respect of the Shares. Any payments
to dealers shall be governed by a separate agreement between you and such
dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the "Reapproval
Date") set forth on Exhibit A hereto (and, if the Fund has Series, a
separate Reapproval Date shall be specified on Exhibit A for each Series),
and thereafter shall continue automatically for successive annual periods
ending on the day (the "Reapproval Day") of each year set forth on Exhibit
A hereto, provided such continuance is specifically approved at least
annually by (i) the Fund's Board or (ii) vote of a majority (as defined in
the Investment Company Act of 1940) of the Shares of the Fund or the
relevant Series, as the case may be, provided that in either event its
continuance also is approved by a majority of the Board members who are
not "interested persons" (as defined in said Act) of any party to this
agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This agreement is terminable without penalty, on
- 6 -
<PAGE>
60 days' notice, by vote of holders of a majority of the Fund's or, as to
any relevant Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case may be.
This agreement is terminable by you, upon 270 days' notice, effective on
or after the fifth anniversary of the date hereof. This agreement also
will terminate automatically, as to the Fund or relevant Series, as the
case may be, in the event of its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you shall not
perform any services for any entity other than investment companies
advised or administered by The Dreyfus Corporation. The Fund acknowledges
that the persons employed by you to assist in the performance of your
duties under this agreement may not devote their full time to such service
and nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and devote time
and attention to other businesses or to render services of whatever kind
or nature.
5. Miscellaneous
Notice is hereby given that a copy of the Fund s Third Amended
and Restated Master Trust Agreement, dated December 9, 1992, is on file
with the Secretary of State of The Commonwealth of Massachusetts, that the
undersigned executed this agreement on behalf of the Fund acting as an
officer of the Fund and not individually, and that the obligations of the
Fund under this agreement are not binding upon any Board member, officer
or shareholder of the Fund individually, but are binding only upon the
assets and property of the Fund.
Please confirm that the foregoing is in accordance with your
understanding and indicate your acceptance hereof by signing below,
whereupon it shall become a binding agreement between us.
Very truly yours,
The Dreyfus/Laurel Tax-Free Municipal
Funds
/s/ Marie E. Connolly
By: _________________________________
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
/s/ Joseph F. Tower, III
By:___________________________
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<PAGE>
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
Dreyfus/Laurel Tax Free Money October 17, 1996 October 17th
Fund
Dreyfus/Laurel Massachusetts October 17, 1996 October 17th
Tax-Free Money Fund
Dreyfus/Laurel New York Tax- October 17, 1996 October 17th
Free-Money Fund
Dreyfus/Laurel California October 17, 1996 October 17th
Tax-Free-Money Fund
Premier Limited Term Municipal October 17, 1996 October 17th
Fund
Premier Limited Term October 17, 1996 October 17th
Massachusetts Municipal Fund
Premier Limited Term New York October 17, 1996 October 17th
Municipal Fund
Premier Limited Term California October 17, 1996 October 17th
Municipal Fund
- 8 -
<PAGE>
EX-99.B11
Consent of Independent Auditors
To the Trustees and Shareholders of
The Dreyfus/Laurel Tax-Free Municipal Funds
(formerly The Laurel Tax-Free Municipal Funds):
We consent to the use of our reports dated July 27, 1994, included herein
and to the references to our firm under the headings "Financial
Highlights" and "Independent Auditors" in the Prospectuses and Statements
of Additional Information filed with the Securities and Exchange
Commission in this Post-Effective Amendment No. 32 to the Registration
Statement under the Securities Act of 1933 and in this Amendment No. 33 to
the Registration Statement under the Investment Company Act of 1940.
/s/ KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
December 12, 1994
<PAGE>
EX-99.B11
Consent of Independent Accountants
To the Board of Trustees of
The Dreyfus/Laurel Tax-Free Municipal Funds
We hereby consent to the following with respect to Post-Effective
Amendment No. 32 to the Registration Statement (File No. 33-43845) on Form
N-1A under the Securities Act of 1933, as amended, of The Dreyfus/Laurel
Tax-Free Municipal Funds (formerly The Laurel Tax-Free Municipal Funds and
previously The Boston Company Tax-Free Municipal Funds):
1. The incorporation by reference of our report dated August
11, 1993 accompanying the financial statements of the
Massachusetts Tax-Free Money Fund and Massachusetts Tax-
Free Bond Fund (two series of The Dreyfus/Laurel Tax-Free
Municipal Funds) for the year ended June 30, 1993 into
the Statement of Additional Information.
2. The incorporation by reference of our report dated August
11, 1993 accompanying the financial statements of the
Tax-Free Money Fund and Tax-Free Bond Fund (two series of
The Dreyfus/Laurel Tax-Free Municipal Funds) for the year
ended June 30, 1993 into the Statement of Additional
Information.
3. The incorporation by reference of our report dated
January 18, 1994 accompanying the financial statements of
the New York Tax-Free Money Fund and New York Tax-Free
Bond (two series of The Dreyfus/Laurel Tax-Free Municipal
Funds) for the year ended November 30, 1993 into the
Statement of Additional Information.
4. The incorporation by reference of our report dated
January 18, 1994 accompanying the financial statements of
the California Tax-Free Money Fund and California Tax-
Free Bond Fund (two series of The Dreyfus/Laurel Tax-Free
Municipal Funds) for the year ended November 30, 1993
into the Statement of Additional Information.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 13, 1994
<PAGE>
EX-99.B15
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
RESTATED DISTRIBUTION PLAN
WHEREAS, The Dreyfus/Laurel Tax-Free Municipal Funds (formerly,
The Laurel Tax-Free Municipal Funds) (the "Trust") is registered as an
open-end management investment company under the Investment Company Act of
1940, as amended, (the "1940 Act") and consists of one or more distinct
portfolios of shares of beneficial interest (collectively, the "Funds" and
individually, a "Fund"), as may be established and designated from time to
time; and
WHEREAS, the Trust and its Distributor, a broker-dealer
registered under the Securities Act of 1934, as amended, have entered into
a Distribution Plan pursuant to which the Distributor will act as the
distributor of certain classes of shares (the "Shares") of the Funds; and
WHEREAS, the Board of Trustees of the Trust has adopted the
Distribution Plan in accordance with the requirements of the 1940 Act and
Rule 12b-1 thereunder, and has concluded, in the exercise of its
reasonable business judgment and in light of its fiduciary duties, that
there is a reasonable likelihood that the Distribution Plan will benefit
the Trust and the holders of its Shares;
NOW THEREFORE, the Trust hereby restates the Distribution Plan as
set forth below in this Restated Distribution Plan (the "Plan"):
Section 1. Payments for Distribution-Related Services. The Trust
may pay for any activities or expenses primarily intended to result in the
sale of certain classes of Shares of the Funds, as listed on Exhibit A, as
such Exhibit may be amended from time to time. Payments by the Trust under
this Section of this Plan will be calculated daily and paid monthly at a
rate or rates set from time to time by the Trust's Board of Trustees,
provided that no rate set by the Board for any Fund may exceed, on an
annual basis, 0.25% of the value of a Fund's average daily net assets
attributable to its Investor Shares or Class A Shares, as the case may be.
Section 2. Expenses Covered by Plan. The fees payable under
Section 1 of this Plan may be used to compensate (i) Dreyfus Service
Corporation for shareholder servicing services provided by it, and/or (ii)
the Distributor for distribution and/or shareholder servicing services
provided by it, and related expenses incurred, including payments by the
Distributor to compensate banks, broker/dealers or other financial
institutions that have entered into written agreements with respect to
shareholder services and sales support services ("Agreements") with the
Distributor ("Selling and Servicing Agents"), for shareholder servicing
and sales support services provided, and related expenses incurred, by
such Selling and Servicing Agents.
DC-171670.1
<PAGE>
Section 3. Agreements. The Distributor may enter into written
Agreements with Selling and Servicing Agents, such Agreements to be
substantially in such forms as the Board of Trustees of the Trust may duly
approve from time to time.
Section 4. Limitations on Payments. Payment made by a
particular Fund under Section 1 must be for distribution and/or
shareholder servicing rendered for or on behalf of such Fund. However,
joint distribution or sales support financing with respect to a Fund
(which financing may also involve other investment portfolios or companies
that are affiliated persons of such a person, or affiliated persons of the
Distributor) shall be permitted in accordance with applicable regulations
of the Securities and Exchange Commission as in effect from time to time.
Except for the payments specified in Section 1, no additional
payments are to be made by the Trust under this Plan, provided that
nothing herein shall be deemed to preclude the payments a Fund is
otherwise obligated to make to The Dreyfus Corporation ("Dreyfus")
pursuant to the Investment Management Agreement, and for the expenses
otherwise incurred by such Fund and the Trust on behalf of the Shares in
the normal conduct of such Fund's business pursuant to the Investment
Management Agreement. To the extent any payments by the Trust on behalf
of a Fund to Dreyfus, or any affiliate thereof, or to any party pursuant
to any agreement, or, generally, by the Trust on behalf of a Fund to any
party, are deemed to be payments for the financing of any activity
primarily intended to result in the sale of the Shares within the context
of Rule 12b-1 under the 1940 Act, then such payments shall be deemed to
have been approved pursuant to this Plan without regard to Section 1.
Notwithstanding anything herein to the contrary, no Fund shall be
obligated to make any payments under this Plan that exceed the maximum
amounts payable under Article III, Section 26 of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
Section 5. Reports of Distributor. So long as this Plan is in
effect, the Distributor shall provide to the Trust's Officers and Board of
Trustees, and the Trustees shall review at least quarterly, a written
report of the amounts expended by it pursuant to the Plan, or by Selling
and Servicing Agents pursuant to Agreements, and the purposes for which
such expenditures were made.
Section 6. Majority Vote. As used herein, the term "Majority
Vote" of the Shares of a class of a Fund means a vote of the holders of
the lesser of (a) more than fifty percent (50%) of the outstanding Shares
of such class of such Fund or (b) sixty-seven percent (67%) or more of the
Shares of such class of such Fund present at a shareholders' meeting in
person or by proxy.
Section 7. Approval of Plan. This Plan will become effective at
such time as is specified by the Board of Trustees, as to any class of a
Fund; provided, however, that the Plan is approved by (a) a Majority Vote
of the Shares of that class of such Fund, and (b) a majority of the Board
of Trustees, including a majority of the Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust and who have no direct
<PAGE>
or indirect financial interest in the operation of this Plan or in any
Agreements entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on the
approval of this Plan.
Section 8. Continuance of Plan. This Plan shall continue in
effect for so long as its continuance is specifically approved at least
annually by the Trust's Board of Trustees in the manner described in
Section 7(b) hereof.
Section 9. Amendments. This Plan may be amended at any time by
the Board of Trustees; provided, that (a) any amendment to increase
materially the costs which a Fund's class of Shares may bear for
distribution pursuant to this Plan shall be effective only upon the
Majority Vote of the outstanding Shares of such class of the Fund, and (b)
any material amendments of the terms of this Plan shall become effective
only upon approval as provided in Section 7(b) hereof.
Section 10. Termination. This Plan is terminable, as to a
Fund's class of Shares, without penalty at any time by (a) a vote of a
majority of the Trustees who are not "interested persons" (as defined in
the 1940 Act) of the Trust and who have no direct or indirect financial
interest in the operation of this Plan or in any Agreements entered into
in connection with this Plan, or (b) a Majority Vote of the outstanding
Shares of such class of the Fund.
Section 11. Selection/Nomination of Trustees. While this Plan
is in effect, the selection and nomination of those Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Trust shall be
committed to the discretion of such non-interested Trustees.
Section 12. Records. The Trust will preserve copies of this
Plan, and any related Agreements and any written reports regarding this
Plan presented to the Board of Trustees, for a period of not less than six
(6) years from the date of this Plan, such Agreement or written report, as
the case may be, the first two (2) years of such period in an easily
accessible place.
Section 13. Miscellaneous. The captions in this Plan are
included for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or
effect.
Section 14. Limitation of Liability of Trustees, Officers and
Shareholders. A copy of the Third Amended and Restated Master Trust
Agreement of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and notice is hereby given that the
obligations of the Trust hereunder and under any related Plan Agreement
shall not be binding upon any Trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but shall bind only the
trust property of the Trust, as provided in the Third Amended and Restated
Master Trust Agreement of the Trust.
<PAGE>
IN WITNESS WHEREOF, the Trust has adopted this Restated
Distribution Plan as of this 17th day of October, 1994.
<PAGE>
EXHIBIT A
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
Investor Shares:
---------------
Dreyfus/Laurel Massachusetts Tax-Free Money Fund
Dreyfus/Laurel California Tax-Free Money Fund
Dreyfus/Laurel New York Tax-Free Money Fund
Dreyfus/Laurel Tax-Free Money Fund
Class A Shares:
--------------
Premier Limited Term Massachusetts Municipal Fund
Premier Limited Term California Municipal Fund
Premier Limited Term New York Municipal Fund
Premier Limited Term Municipal Fund
<PAGE>
