As filed with the Securities and Exchange Commission on December 19, 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. 33 /x/
--- __
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 34
---
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 pursuant /x/ on December 28,
to paragraph (b) 1994 pursuant to
paragraph (b)
__ __
/_/ 60 days after filing pursuant to /_/ on (date) pursuant
paragraph (a)(1) to paragraph (a)(1)
__ _
/_/ 75 days after filing pursuant to /_/ on (date) pursuant
paragraph (a)(2) to 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-172779.2
<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>
<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
- 4 -
<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
- 5 -
<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 for each of the periods
indicated therein.
Included in Part B:
The following are incorporated by reference to
the Registrant's Annual Report to Shareholders
for the period ended June 30, 1994 filed on
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
DC-172347.2
<PAGE>
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.
Incorporated by reference to Post-
Effective Amendment No. 32 filed on
December 13, 1994.
1(f) Amendment No. 5 to the Third Amended and
Restated Master Trust. Incorporated by
reference to Post-Effective Amendment
No. 32 filed on December 13, 1994.
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). Incorporated by reference to
Post-Effective Amendment No. 32 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. 32 filed on
December 13, 1994.
- 2 -
<PAGE>
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.
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.
- 3 -
<PAGE>
11(a) Consent of KPMG Peat Marwick LLP. Filed
herewith.
11(a) Consent of Coopers & Lybrand L.L.P. Filed
herewith.
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. 32
filed on December 13, 1994.
15(b) Form of Distribution and Service Plans (relating
to Class B Shares and Class C Shares). Filed
herewith.
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 Registrant as of
December 8, 1994:
<TABLE>
<CAPTION>
Number of Record Holders
------------------------
Title of Class Class A Investor Class Class R
------------- ----- ------------ -------
<S> <C> <C> <C>
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
- 4 -
<PAGE>
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
</TABLE>
- 5 -
<PAGE>
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
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
- 6 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
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
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:
- 7 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
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.+++;
Dreyfus Service Organization, Inc.*;
The Dreyfus Trust Company++;
Seven Six Seven Agency, Inc.*;
Trustee:
- 8 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
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.*;
Dreyfus Personal Management, Inc.*;
- 9 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
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 Pennsylvania Economy League
Officer Philadelphia, Pennsylvania;
Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Director and Vice President:
- 10 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Financial Executives Institute
Philadelphia Chapter
Philadelphia, Pennsylvania;
LAWRENCE S. KASH Chairman, President and Chief Executive
Vice Chairman, 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:
- 11 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Boston Safe Deposit & Trust Co.
One Boston Place
Boston, Massachusetts 02108;
DIANE M. COFFEY None
Vice President,
Corporate
Communications
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant and
Director The Dreyfus Security Savings Bank,
F.S.B.
Director and Executive Vice President:
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*;
- 12 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus Thrift & Commerce****
ELIE M. GENADRY President:
Vice President,
Wholesale Institutional Services Division of
Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*:
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation *:
Dreyfus Service Organization, Inc.*;
Vice President:
The Dreyfus Trust Company++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and
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:
- 13 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Seven Six Seven Agency, Inc.*;
JEFFREY N. NACHMAN None
Vice President,
Fund Administration
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.*;
- 14 -
<PAGE>
Name and Position
with Dreyfus Other Businesses
----------------- ----------------
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit
Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice President-Financial
Planning, Administration and Tax:
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.
- 15 -
<PAGE>
*** The address of the business so indicated is 45 Broadway,
New York, New York 10006.
**** The address of the business so indicated is Five Triad
Center, Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium
Building, 80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One
Rockefeller Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard
Royal, Luxembourg.
+++++ The address of the business so indicated is Nassau,
Bahama Islands.
Item 29. Principal Underwriter
---------------------
(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.
- 16 -
<PAGE>
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
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
- 17 -
<PAGE>
76) First Prairie Diversified Asset Fund
77) First Prairie Money Market Fund
78) First Prairie Municipal Money Market Fund
79) First Prairie Tax Exempt Bond Fund, Inc.
80) First Prairie U.S. Government Income Fund
81) First Prairie U.S. Treasury Securities Cash Management
82) General California Municipal Bond Fund, Inc.
83) General California Municipal Money Market Fund
84) General Government Securities Money Market Fund, Inc.
85) General Money Market Fund, Inc.
86) General Municipal Bond Fund, Inc.
87) General Municipal Money Market Fund, Inc.
88) General New York Municipal Bond Fund, Inc.
89) General New York Municipal Money Market Fund
90) Pacific American Fund
91) Peoples Index Fund, Inc.
92) Peoples S&P MidCap Index Fund, Inc.
93) Premier Insured Municipal Bond Fund
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.
Position and Position and
Name Office(s) with Office(s)
and Address Premier with Registrant
---------- -------------- ---------------
Marie E. Connolly* Director, President President & Treasurer
& Chief Operating Officer
John E. Pelletier* Senior Vice President Vice President &
& General Counsel Secretary
Joseph F. Tower, III* Senior Vice President & Assistant Treasurer
Chief Financial Officer
John J. Pyburn** Vice President Assistant Treasurer
Jean M. O'Leary* Assistant Secretary N/A
- 18 -
<PAGE>
Eric B. Fischman** Vice President & Vice President &
Associate General Assistant Secretary
Counsel
Frederic C. Dey** Senior Vice President Vice President &
Assistant Treasurer
Ruth D. Leibert** Assistant Vice President Assistant Secretary
Paul D. Furcinito** Assistant Vice President Assistant Secretary
*Address: Funds Distributor, Inc., Exchange Place, Boston, MA 02109.
**Address: Premier Mutual Fund Services, Inc., 200 Park Avenue, New York,
NY 10166.
Item 30. Location of Accounts and Records
--------------------------------
(1) The Dreyfus/Laurel 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
(7) The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
- 19 -
<PAGE>
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.
- 20 -
<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 19th 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 12/19/94
Marie E. Connolly
Signature Title Date
--------- ----- ----
/s/ Francis P. Brennan Trustee,
Francis P. Brennan Chairman of the Board 12/19/94
- 21 -
<PAGE>
/s/ Ruth Marie Adams Trustee 12/19/94
Ruth Marie Adams
/s/ James M. Fitzgibbons Trustee 12/19/94
James M. Fitzgibbons
/s/ Kenneth A. Himmel Trustee 12/19/94
Kenneth A. Himmel
/s/ Stephen J. Lockwood Trustee 12/19/94
Stephen J. Lockwood
/s/ Roslyn M. Watson Trustee 12/19/94
Roslyn M. Watson
- 22 -
<PAGE>
/s/ J. Tomlinson Fort Trustee 12/19/94
J. Tomlinson Fort
/s/ Arthur L. Goeschel Trustee 12/19/94
Arthur L. Goeschel
/s/ Arch S. Jeffery Trustee 12/19/94
Arch S. Jeffery
/s/ Robert D. McBride Trustee 12/19/94
Robert D. McBride
/s/ John L. Propst Trustee 12/19/94
John L. Propst
/s/ John J. Sciullo Trustee 12/19/94
John J. Sciullo
- 23 -
<PAGE>
KPMG Peat Marwick LLP
One Mellon Bank Center Telephone 412 391 9710 Telefax 412 391 8963
Pittsburgh, PA 15219 Telex 7106642199 PMM & CO PGH
Independent Auditors' Consent
-----------------------------
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 "Other Information" in the Prospectuses and Statements of
Additional Information filed with the Securities and Exchange Commission
in this Post-Effective Amendment No. 33 to the Registration Statement
under the Securities Act of 1933 and in this Amendment No. 34 to the
Registration Statement under the Investment Company Act of 1940.
/s/ KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
December 19, 1994
Member Firm of
Klynveld Peat Marwick Goerdeler
DC-172792.1
<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. 33 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 19, 1994
<PAGE>
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
FORM OF DISTRIBUTION PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Trust"), consisting of distinct portfolios of
shares (each a "Fund"), adopt a Distribution Plan (the "Plan") relating to
its Class B shares and Class C shares, respectively, in accordance with
Rule 12b-1 promulgated under the Investment Company Act of 1940, as
amended (the "Act"). Under the Plan, a Fund would pay the Trust's
distributor (the "Distributor") for distributing the Class B shares and
Class C shares, respectively, of the Fund (each such Fund as set forth on
Exhibit A hereto, as such Exhibit may be revised from time to time).
Pursuant to the Act and said Rule 12b-1, this written plan describing all
material aspects of the proposed financing is being adopted by the Trust,
on behalf of each Fund.
The Trust's Board, in considering whether a Fund should implement
a written plan with respect to its Class B shares and Class C shares,
respectively, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written plan should
be implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use Fund assets attributable
to its Class B shares and Class C shares, respectively, for such purposes.
In voting to approve the implementation of such a plan with
respect to a Fund's Class B shares and Class C shares, respectively, the
Board members have concluded, in the exercise of their reasonable business
judgment and in light of their respective fiduciary duties, that there is
a reasonable likelihood that the plan set forth below will benefit the
Fund and the holders of its Class B shares and Class C shares,
respectively.
The Plan: The material aspects of this Plan as it relates to a
particular Class of a Fund are as follows:
1. Distribution Fee for Class B Shares. A Fund shall pay to
the Distributor a distribution fee at an annual rate of either (i) 0.75 of
1% (in the case of an equity Fund) or (ii) 0.50 of 1% (in the case of a
bond Fund) of the value of the Fund's average daily net assets
attributable to its Class B shares.
Distribution Fee for Class C Shares. A Fund shall pay to
the Distributor a distribution fee at an annual rate of either (i) 0.75 of
1% (in the case of an equity Fund) or (ii) 0.50 of 1% (in the case of a
bond Fund) of the value of the Fund's average daily net assets
attributable to its Class C shares.
DC-172288.2
<PAGE>
2. For purposes of determining the fee payable under this
Plan with respect to a particular Class of a Fund to which it relates, the
value of the Fund's net assets attributable to its Class B shares and
Class C shares, respectively, shall be computed in the manner specified in
the Trust's charter documents as then in effect or in the Trust's then
current Prospectus and Statement of Additional Information for the
computation of the value of the Fund's net assets attributable to Class B
shares and Class C shares, respectively.
3. The Trust's Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this Plan with
respect to a particular Class of a Fund to which it relates. The report
shall state the purpose for which the amounts were expended.
4. This Plan shall become effective with respect to a
particular Class of a Fund to which it relates upon the later to occur of
approval by (a) the holders of at least a majority of the Fund's
outstanding voting shares of that Class and (b) a majority of the Board
members, including a majority of the Board members who are not "interested
persons" (as defined in the Act) of the 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, pursuant to a vote
cast in person at a meeting called for the purpose of voting on the
approval of this Plan.
5. This Plan shall continue with respect to a particular
Class of a Fund to which it relates for a period of one year from its
effective date, unless earlier terminated in accordance with its terms,
and thereafter shall continue with respect to that Class automatically for
successive annual periods, provided such continuance is approved at least
annually in the manner provided in paragraph 4(b) hereof.
6. This Plan may be amended, with respect to a particular
Class of a Fund to which it relates, at any time by the Trust's Board,
provided that (a) any amendment to increase materially the costs that a
particular Class of a Fund may bear pursuant to this Plan shall be
effective only upon approval by a vote of the holders of a majority of the
Fund's outstanding voting shares of that Class, and (b) any material
amendments of the terms of this Plan as it relates to a particular Class
of a Fund shall become effective only upon approval as provided in
paragraph 4(b) hereof.
7. This Plan may be terminated, with respect to a particular
Class of a Fund to which it relates, without penalty at any time by (a) a
vote of a majority of the Board members who are not "interested persons"
(as defined in the 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 vote of the holders of
a majority of the Fund's outstanding voting shares of that Class. This
Plan may remain in effect with respect to a particular Class of a Fund
even if the Plan has been terminated in accordance with this paragraph 7
with respect to any other Class.
2
<PAGE>
8. While this Plan is in effect, the selection and
nomination of Board members who are not "interested persons" (as defined
in the 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 shall be committed to the discretion of the
Board members who are not "interested persons".
9. The Trust will preserve copies of this Plan, any related
agreement and any report made pursuant to paragraph 3 hereof, for a period
of not less than six (6) years from the date of this Plan, such agreement
or report, as the case may be, the first two (2) years of such period in
an easily accessible place.
10. For Massachusetts business trusts: 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 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.
IN WITNESS WHEREOF, the Trust has adopted this Plan as of this
_____ day of _____________, 1994.
THE DREYFUS/LAUREL TAX-FREE
MUNICIPAL FUNDS
By: _____________________
Title: ___________________
3
<PAGE>
Exhibit A
4
<PAGE>
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
FORM OF SERVICE PLAN
Introduction: It has been proposed that the above-captioned
investment company (the "Trust"), consisting of distinct portfolios of
shares (each a "Fund"), adopt a Service Plan (the "Plan") relating to its
Class B shares and Class C shares, respectively, in accordance with Rule
12b-1 promulgated under the Investment Company Act of 1940, as amended
(the "Act"). Under the Plan, a Fund would pay for the provision of
services to shareholders of Class B and Class C, respectively, of the Fund
(each such Fund as set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time). The Distributor would be permitted to pay
certain financial institutions, securities dealers and other industry
professionals (collectively, "Service Agents") in respect of these
services. The fee under the Plan with respect to a particular Class of a
Fund is intended to be a "service fee" as defined in Article III, Section
26 of the NASD Rules of Fair Practice. Pursuant to the Act and said Rule
12b-1, this written plan describing all material aspects of the proposed
financing is being adopted by the Trust, on behalf of each Fund.
The Trust's Board, in considering whether a Fund should implement
a written plan with respect to its Class B shares and Class C shares,
respectively, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written plan should
be implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use Fund assets attributable
to its Class B shares and Class C shares, respectively, for such purposes.
In voting to approve the implementation of such a plan with
respect to a Fund's Class B shares and Class C shares, respectively, the
Board members have concluded, in the exercise of their reasonable business
judgment and in light of their respective fiduciary duties, that there is
a reasonable likelihood that the plan set forth below will benefit the
Fund and the holders of its Class B shares and Class C shares,
respectively.
The Plan: The material aspects of this Plan as it relates to a
particular Class of a Fund are as follows:
1. A Fund shall pay an amount equal to an annual rate of
0.25 of 1% of the value of the Fund's average daily net assets
attributable to its Class B shares and Class C shares, respectively, to
(a) Dreyfus Service Corporation ("Dreyfus"), or any affiliate thereof
designated by it, in respect of shares of a particular Class held of
record by Dreyfus, and (b) the Distributor, in respect of shares of a
particular Class held of record by any other person. Such payments shall
DC-172286.2
<PAGE>
be for the provision of personal services to shareholders of and/or the
maintenance of shareholder accounts in a particular Class of a Fund. The
Distributor shall determine the amounts to be paid to Service Agents and
the basis on which such payments will be made. Payments to a Service
Agent are subject to compliance by the Service Agent with the terms of any
related Plan agreement between the Service Agent and the Distributor.
2. For purposes of determining the fee payable under this
Plan with respect to a particular Class of a Fund to which it relates, the
value of the Fund's net assets attributable to its Class B shares and
Class C shares, respectively, shall be computed in the manner specified in
the Trust's charter documents as then in effect or in the Trust's then
current Prospectus and Statement of Additional Information for the
computation of the value of the Fund's net assets attributable to Class B
shares and Class C shares, respectively.
3. The Trust's Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this Plan with
respect to a particular Class of a Fund to which it relates. The report
shall state the purpose for which the amounts were expended.
4. This Plan shall become effective with respect to a
particular Class of a Fund to which it relates upon the later to occur of
approval by (a) the holders of at least a majority of the Fund's
outstanding voting shares of that Class and (b) a majority of the Board
members, including a majority of the Board members who are not "interested
persons" (as defined in the Act) of the 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, pursuant to a vote
cast in person at a meeting called for the purpose of voting on the
approval of this Plan.
5. This Plan shall continue with respect to a particular
Class of a Fund to which it relates for a period of one year from its
effective date, unless earlier terminated in accordance with its terms,
and thereafter shall continue with respect to that Class automatically for
successive annual periods, provided such continuance is approved at least
annually in the manner provided in paragraph 4(b) hereof.
6. This Plan may be amended, with respect to a particular
Class of a Fund to which it relates, at any time by the Trust's Board,
provided that (a) any amendment to increase materially the costs that a
particular Class of a Fund may bear pursuant to this Plan shall be
effective only upon approval by a vote of the holders of a majority of the
Fund's outstanding voting shares of that Class, and (b) any material
amendments of the terms of this Plan as it relates to a particular Class
of a Fund shall become effective only upon approval as provided in
paragraph 4(b) hereof.
7. This Plan may be terminated, with respect to a particular
Class of a Fund to which it relates, without penalty at any time by (a) a
vote of a majority of the Board members who are not "interested persons"
2
<PAGE>
(as defined in the 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 vote of the holders of
a majority of the Fund's outstanding voting shares of that Class. This
Plan may remain in effect with respect to a particular Class of a Fund
even if the Plan has been terminated in accordance with this paragraph 7
with respect to any other Class.
8. While this Plan is in effect, the selection and
nomination of Board members who are not "interested persons" (as defined
in the 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 shall be committed to the discretion of the
Board members who are not "interested persons".
9. The Trust will preserve copies of this Plan, any related
agreement and any report made pursuant to paragraph 3 hereof, for a period
of not less than six (6) years from the date of this Plan, such agreement
or report, as the case may be, the first two (2) years of such period in
an easily accessible place.
10. For Massachusetts business trusts: 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 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.
IN WITNESS WHEREOF, the Trust has adopted this Plan as of this
_____ day of _____________, 1994.
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
By: _____________________
Title: ___________________
3
<PAGE>
Exhibit A
4
<PAGE>
