As filed with the Securities and Exchange Commission
on June 12, 1998
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.__ [ ]
Post-Effective Amendment No.__ [ ]
THE DREYFUS/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 Offices)
(800) 225-5267
(Registrant's Area Code and Telephone Number)
Michael S. Petrucelli, Assistant Secretary
The Dreyfus/Laurel Tax-Free Municipal Funds
200 Park Avenue - 55th Floor
New York, New York 10166
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: as soon as practicable after
this Registration Statement becomes effective.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE ON JULY 21, 1998 PURSUANT
TO RULE 488.
<PAGE>
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following documents:
Cover Sheet
Contents of Registration Statement
Cross Reference Sheet
Letter to Shareholders
Notice of Special Meeting
Part A - Prospectus/Proxy Statement
Part B - Statement of Additional Information
Part C - Other Information
Signature Pages
Exhibits
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
FORM N-14 CROSS REFERENCE SHEET
Part A Item No. Prospectus/Proxy
and Caption Statement Caption
--------------- ------------------
<S> <C> <C>
1. Beginning of Registration Statement Cover Page
and Outside Front Cover Page of
Prospectus
2. Beginning and Outside Back Cover Table of Contents
Page of Prospectus
3. Synopsis Information and Risk Factors Summary
4. Information About the Transaction Summary; Reasons for the
Reorganization; Information about the
Reorganization
5. Information About the Registrant Summary; Additional Information About
the Acquiring Fund and the Acquired
Funds; SEE ALSO, the Prospectus of
Dreyfus Premier Limited Term Municipal
Fund, dated November 1, 1997,
previously filed on EDGAR, Accession
No. 0000717341-97-000014.
6. Information About the Company Being Summary; Comparison of Investment
Acquired Objectives and Policies; Risk
Factors; Additional Information About
the Acquiring Fund and the Acquired
Funds; SEE ALSO, the Prospectus of
Dreyfus Premier Limited Term
California Municipal Fund and Dreyfus
Premier Limited Term New York
Municipal Fund, dated November 1,
1997, previously filed on EDGAR,
Accession No. 0000717341-97-000014
7. Voting Information Voting Information
8. Interest of Certain Persons and Summary; Information about the
Experts Reorganization
9. Additional Information Required for Not Applicable
Reoffering by Persons Deemed to be
Underwriters
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
FORM N-14 CROSS REFERENCE SHEET
(continued)
Part B Item No. Statement of Additional
and Caption Information Caption
--------------- ------------------------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information About the Statement of Additional Information of
Registrant Dreyfus Premier Limited Term Municipal
Fund, dated November 1, 1997,
previously filed on EDGAR, Accession
No. 0000717341-97-000014.
13. Additional Information About the Statement of Additional Information of
Company Being Acquired Dreyfus Premier Limited Term
California Municipal Fund and Dreyfus
Premier Limited Term New York
Municipal Fund, dated November 1,
1997, previously filed on EDGAR,
Accession No. 0000717341-97-000014.
14. Financial Statements Annual Report of Dreyfus Premier
Limited Term Municipal Fund for the
Period Ended June 30, 1997, previously
filed on EDGAR, Accession No.
0000717341-97-000009.
Semi-Annual Report of Dreyfus Premier
Limited Term Municipal Fund for the
period ended December 31, 1997,
previously filed on EDGAR, Accession
No. 0000717341-98-000004.
Annual Reports of Dreyfus Premier
Limited Term California Municipal Fund
and Dreyfus Premier Limited Term New
York Municipal Fund, for Fiscal Year
Ended June 30, 1997, previously filed
on EDGAR, Accession No.
0000717341-97-000009.
Semi-Annual Report of Dreyfus Premier
Limited Term California Municipal Fund
and Dreyfus Premier Limited Term New
York Municipal Fund, for the period
ended December 31, 1997, previously
filed on EDGAR, Accession No.
0000717341-98-000004.
<PAGE>
Pro Forma Financial Statements as of
December 31, 1997 (unaudited).
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND
DREYFUS PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND
200 PARK AVENUE
NEW YORK, NEW YORK 10166
July 21, 1998
Dear Shareholder:
The Board of Trustees of The Dreyfus/Laurel Tax-Free Municipal Funds (the
"Trust") has recently reviewed and unanimously endorsed a proposal for the
reorganization of each of Dreyfus Premier Limited Term California Municipal Fund
and Dreyfus Premier Limited Term New York Municipal Fund (each an "Acquired
Fund" and, together, the "Acquired Funds"), each a series of the Trust, that the
Trustees judge to be in the best interests of the shareholders of each of the
Acquired Funds.
Under the terms of the proposal, Dreyfus Premier Limited Term Municipal
Fund (the "Acquiring Fund"), a series of the Trust, would acquire all the assets
and assume the liabilities of each of the Acquired Funds. Holders of Class A,
Class B, Class C and Class R shares of each Acquired Fund would become
shareholders of the Acquiring Fund, receiving (in exchange for such shares)
Class A, Class B, Class C and Class R shares, respectively, of the Acquiring
Fund with an aggregate net asset value equal to the aggregate net asset value of
their investment in the Acquired Fund at the time of the transaction. The
Acquired Funds would then be terminated. The transaction would, in the opinion
of counsel, be free from federal income tax to you and the Acquired Funds. The
Board of Trustees of the Trust has determined that the proposed reorganization
should provide benefits to shareholders due, in part, to enhanced operations.
Detailed information about the proposed transaction is described in the
enclosed prospectus/proxy statement.
The Board of Trustees has called Special Joint Meetings of Shareholders to
be held September 15, 1998 to consider this transaction. WE STRONGLY INVITE YOUR
PARTICIPATION BY ASKING YOU TO REVIEW THE ENCLOSED MATERIAL, AND COMPLETE AND
RETURN YOUR PROXY CARD AS SOON AS POSSIBLE.
I thank you for your participation as a shareholder and urge you to
exercise your right to vote by completing, dating, signing and returning the
enclosed proxy card. A self-addressed, postage-paid envelope has been enclosed
for your convenience.
If you have any questions regarding the proposed transaction, please call
toll-free 1-800-554-4611.
IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED NO LATER
THAN SEPTEMBER 14, 1998.
Sincerely,
Marie E. Connolly,
President, THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS.
<PAGE>
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND
DREYFUS PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND
200 PARK AVENUE
NEW YORK, NEW YORK 10166
________________________________________________________________________________
NOTICE OF SPECIAL JOINT MEETINGS OF SHAREHOLDERS
________________________________________________________________________________
Dear Shareholder:
Notice is hereby given that Special Joint Meetings of Shareholders (the
"Meetings") of Dreyfus Premier Limited Term California Municipal Fund and
Dreyfus Premier Limited Term New York Municipal Fund (each an "Acquired Fund",
together the "Acquired Funds"), each a series of The Dreyfus/Laurel Tax-Free
Municipal Funds (the "Trust"), will be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Tuesday,
September 15, 1998 at 10:00 a.m. for the following purposes:
1. To approve or disapprove an Agreement and Plan of Reorganization for each
Acquired Fund (each a "Plan" and, collectively, the "Plans") providing for (a)
the acquisition of all or substantially all of the assets attributable to the
Acquired Fund's Class A, Class B, Class C and Class R shares, by Dreyfus Premier
Limited Term Municipal Fund (the "Acquiring Fund"), a series of the Trust, in
exchange solely for corresponding Class A, Class B, Class C and Class R shares
of the Acquiring Fund and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund, (b) the distribution of those shares of the
Acquiring Fund to the holders of the Class A, Class B, Class C and Class R
shares of the Acquired Fund, in each case in an amount equal in net asset value
to the Class A, Class B, Class C and Class R shares of the Acquired Fund held by
such holder, and (c) the subsequent termination of the Acquired Fund; and
2. To transact such other business as may properly come before the Meetings,
or any adjournment or adjournments thereof.
The Trustees of the Trust have fixed the close of business on July 6, 1998
as the record date for the determination of shareholders of the Acquired Fund
entitled to notice of and to vote at the Meetings or any adjournment or
adjournments thereof.
By Order of the Board of Trustees
Michael S. Petrucelli,
Assistant Secretary
July 21, 1998
IT IS IMPORTANT THAT PROXY CARDS BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETINGS IN PERSON ARE URGED WITHOUT DELAY TO SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE PREPAID ENVELOPE PROVIDED, SO
THAT THEIR SHARES MAY BE REPRESENTED AT THE MEETINGS. YOUR PROMPT ATTENTION TO
THE ENCLOSED PROXY MATERIALS WILL HELP TO AVOID THE EXPENSE OF FURTHER
SOLICITATION.
<PAGE>
DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND AND
DREYFUS PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND,
SERIES OF THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND,
A SERIES OF THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
1-800-554-4611
PROSPECTUS/PROXY STATEMENT DATED JULY 21, 1998
This Prospectus/Proxy Statement (the "Proxy Statement") is being furnished
to shareholders of Dreyfus Premier Limited Term California Municipal Fund (the
"California Fund") and Dreyfus Premier Limited Term New York Municipal Fund (the
"New York Fund") (each also referred to as an "Acquired Fund" and, together, the
"Acquired Funds"), each a separate, non-diversified portfolio of The
Dreyfus/Laurel Tax-Free Municipal Funds (the "Trust"), a management investment
company, in connection with a proposed Agreement and Plan of Reorganization
between each of the Acquired Funds and Dreyfus Premier Limited Term Municipal
Fund (the "Acquiring Fund"), a separate portfolio of the Trust (each a "Plan"
and, collectively, the "Plans"), to be submitted to shareholders of each of the
Acquired Funds for separate consideration at Special Joint Meetings of
Shareholders (the "Meetings") of the Acquired Funds to be held on Tuesday,
September 15, 1998 at 10:00 a.m., at the offices of The Dreyfus Corporation, 200
Park Avenue, 7th Floor, New York, New York 10166, and any adjournments thereof.
A conformed copy of the form of the Plans, which are identical except for the
parties, is attached to this Proxy Statement as Appendix A.
AVAILABLE INFORMATION. This Proxy Statement, which should be read and retained
for future reference, sets forth concisely the information about the Acquiring
Fund that shareholders of the Acquired Funds should know before voting on the
Plans and receiving Acquiring Fund Shares (as defined below). A Prospectus dated
November 1, 1997 and Supplement to Prospectus dated November 15, 1997,
describing the Acquiring Fund in greater detail, the Acquiring Fund's Annual
Report for the year ended June 30, 1997, including its audited financial
statements for the year then ended, and the Acquiring Fund's Semi-Annual Report
for the period ended December 31, 1997, including its unaudited financial
statements for the period then ended, accompany this Proxy Statement. Certain
relevant documents listed below have been filed with the Securities and Exchange
Commission ("SEC"), are incorporated herein in whole or in part by reference,
and are available upon request and without charge by calling toll-free
1-800-554-4611 or by writing to 144 Glenn Curtiss Boulevard, Uniondale, New York
11566-0144.
________________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
________________________________________________________________________________
________________________________________________________________________________
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. THE NET ASSET VALUE
OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
________________________________________________________________________________
<PAGE>
A Statement of Additional Information dated July 21, 1998, relating to
this Proxy Statement, incorporating by reference the audited financial
statements of the Acquiring Fund at June 30, 1997, the unaudited financial
statements of the Acquiring Fund at December 31, 1997, the audited financial
statements of the Acquired Funds at June 30, 1997, and the unaudited financial
statements of the Acquired Funds at December 31, 1997, has been filed with the
SEC and is incorporated by reference in its entirety into this Proxy Statement.
A Statement of Additional Information relating to the Acquiring Fund's
Prospectus dated November 1, 1997, has also been filed with the SEC and is
incorporated by reference in its entirety into this Proxy Statement. A copy of
such Statements of Additional Information are available from the Acquiring Fund
through the toll-free number and at the address above.
The Prospectus describing each of the Acquired Funds dated November 1,
1997 and Supplement to Prospectus dated April 24, 1998, and a Statement of
Additional Information dated November 1, 1977, relating to that Prospectus, are
incorporated by reference herein in their entirety. Copies of that Prospectus,
Statement of Additional Information, the Annual Reports of the Acquired Funds
for their fiscal years ended June 30, 1997, including the Acquired Funds'
audited financial statements, and the Semi-Annual Reports of the Acquired Funds
for the periods ended December 31, 1997, including the Acquired Funds' unaudited
financial statements, are also available from the Acquired Funds through the
toll-free number and at the address above.
The SEC maintains a Web site (http://www.sec.gov) that contains the
Statements of Additional Information and other material incorporated by
reference, together with other information regarding the Acquired Funds and the
Acquiring Fund.
THE FUNDS. The Dreyfus Corporation ("Dreyfus"), a wholly-owned subsidiary
of Mellon Bank, N.A. ("Mellon Bank"), serves as investment manager to each of
the Acquired Funds and the Acquiring Fund (together, the "Funds," or
individually, a "Fund"). Each of the California Fund and the New York Fund seek
to maximize current income exempt from federal income taxes and state personal
income taxes for resident shareholders of the named state, consistent with what
is believed to be the prudent risk of capital. In addition, the New York Fund
seeks to maximize current income exempt from New York City personal income
taxes. Each of the California Fund and the New York Fund pursues its investment
objective by investing in debt obligations of such Fund's named state, its
political subdivisions, municipalities, public authorities and municipal
obligations issued by other governmental entities, the interest from which is
believed to be excluded from gross income for federal income tax purposes and is
exempt from state personal income taxes for residents of the named state ("State
Municipal Obligations"), and which are of investment-grade quality and generally
of intermediate maturities.
The Acquiring Fund seeks to maximize current income exempt from federal
income taxes consistent with the prudent risk of capital. The Acquiring Fund
seeks to achieve its investment objective by investing in debt obligations
issued by states, cities, counties, municipalities, municipal agencies and
regional districts which are of investment-grade quality and generally of
intermediate maturities, the interest from which is, in the opinion of counsel
to the respective issuer, exempt from federal income taxes ("National Municipal
Obligations").
Each of the Acquired Funds and the Acquiring Fund offers four classes of
shares-- Class A, Class B, Class C and Class R.
THE PLANS. Each Plan provides for all the assets of the Acquired Fund to
be acquired by the Acquiring Fund in exchange solely for shares of the
corresponding class of the Acquiring Fund (together, the "Acquiring Fund
Shares") and the assumption by the Acquiring Fund of the liabilities of the
respective Acquired Fund. The Acquiring Fund Shares will then be distributed to
holders of Class A, Class B, Class C and Class R shares of the Acquired Fund
(together, the "Acquired Fund Shares"), in liquidation of the Acquired Fund, and
the Acquired Fund will be terminated. (All such transactions are referred to
herein as the "Reorganization".) As a result of the Reorganization, each holder
of Class A, Class B, Class C and Class R Acquired Fund Shares will receive that
number of full and fractional Acquiring Fund Shares of the corresponding class,
having an aggregate net asset value equal to the aggregate net asset value of
such shareholder's Acquired Fund Shares held as of the time of the
Reorganization. The Trust has been advised by counsel that the Reorganization
will constitute a tax-free reorganization for federal income tax purposes.
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<PAGE>
Premier Mutual Fund Services, Inc., 60 State Street, Boston, Massachusetts
02109, acts as distributor for the Acquiring Fund and both Acquired Funds. The
distributor's ultimate parent is Boston Institutional Group, Inc.
This Combined Proxy Statement/Prospectus is being used in order to reduce
the preparation, printing, and handling expenses that would result from the use
of a separate proxy statement/prospectus for each Acquired Fund. Shareholders of
each Acquired Fund will vote separately on the Proposal. Class A, Class B, Class
C and Class R shareholders of each Acquired Fund will vote together on the
Proposal. Thus, if the Proposal is approved by one Acquired Fund, and
disapproved by the other Acquired Fund, the Proposal will be implemented only
for the Acquired Fund that approved the Proposal.
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<PAGE>
TABLE OF CONTENTS
Page
Summary...............................................5
Reasons for the Reorganization.......................11
Information about the Reorganization.................12
Additional Information About the Acquiring
Fund and the Acquired Funds......................14
Voting Information...................................15
Financial Statements and Experts.....................17
Other Business.......................................17
Notice to Banks, Broker/Dealers and
Voting Trustees and Their Nominees...............17
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<PAGE>
SUMMARY
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ADDITIONAL
INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT, THE PROSPECTUSES OF THE
ACQUIRING FUND AND OF THE ACQUIRED FUNDS, EACH DATED NOVEMBER 1, 1997, AND THE
PLANS, A COPY OF THE FORM OF WHICH IS ATTACHED TO THIS PROXY STATEMENT AS
APPENDIX A.
PROPOSED REORGANIZATION. The Trust's Board, including the Board members who
are not "interested persons" (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act")), has unanimously approved a plan with respect to
each Acquired Fund. The Plans are identical except for the names of the parties.
The Trust's Board has concluded unanimously that the Reorganization would be in
the best interests of shareholders of each Acquired Fund and the Acquiring Fund,
and that the interests of existing shareholders of each Fund would not be
diluted as a result of the transactions contemplated thereby. See "Reasons for
the Reorganization."
Each Plan provides that the Acquired Fund transfer all the assets
attributable to its Class A, Class B, Class C and Class R shares to the
Acquiring Fund in exchange solely for the Acquiring Fund Shares, and the
assumption by the Acquiring Fund of liabilities of the corresponding Acquired
Fund. Under each Plan, those Acquiring Fund Shares will then be distributed to
holders of the Acquired Fund Shares, in liquidation of the Acquired Fund, and
the Acquired Fund will be terminated. As a result of the Reorganization, each
holder of Class A, Class B, Class C and Class R Acquired Fund Shares will
receive that number of Acquiring Fund Shares of the corresponding class having
an aggregate net asset value equal to the aggregate net asset value of such
shareholder's Acquired Fund Shares held as of the close of regular trading on
the New York Stock Exchange (the "NYSE") on the date of the Reorganization (the
"Closing Date"). Thereafter, each Acquired Fund will be terminated as a series
of the Trust. See "Information About the Reorganization."
As a result of the Reorganization, each Acquired Fund Shareholder will cease
to be a shareholder of the relevant Acquired Fund and will become a shareholder
of the Acquiring Fund as of the close of business on the Closing Date. No sales
charge will be imposed on Acquiring Fund Shares received, and no contingent
deferred sales charge ("CDSC") will be imposed on Acquired Fund Shares
surrendered, as a result of the Reorganization.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS OF EACH ACQUIRED FUND APPROVE THAT FUND'S PLAN.
Approval of the Reorganization with respect to an Acquired Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund, which for this purpose mean the lesser of: (i) 67% of the voting
securities of the Acquired Fund present at the Meetings, if the holders of more
than 50% of the outstanding voting securities are present or represented by
proxy, or (ii) more than 50% of the outstanding voting securities of the
Acquired Fund.
TAX CONSEQUENCES. As a condition to the closing of the Reorganization with
respect to each Acquired Fund, the Trust will receive an opinion of counsel, to
the effect that, for federal income tax purposes, (a) no gain or loss will be
recognized by Acquired Fund Shareholders for federal income tax purposes as a
result of the Reorganization, (b) the holding period and aggregate tax basis of
Acquiring Fund Shares received by an Acquired Fund shareholder will be the same
as the holding period and aggregate tax basis of each shareholder's Acquired
Fund Shares, and (c) the holding period and tax basis of the Acquired Funds'
assets transferred to the Acquiring Fund as a result of the Reorganization will
be the same as the holding period and tax basis of such assets held by the
Acquired Fund immediately prior to the Reorganization. See "Information about
the Reorganization--Federal Income Tax Consequences."
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<PAGE>
COMPARISON OF THE ACQUIRED FUND AND THE ACQUIRING FUND. The following
discussion comparing the investment objectives, policies and restrictions of the
Acquiring Fund and the Acquired Funds is based upon and qualified in its
entirety by the description of investment objectives, policies and restrictions
set forth in the respective Prospectuses (as supplemented) and Statement of
Additional Information of the Acquiring Fund and the Acquired Funds. For a full
discussion of the investment objective, policies and restrictions of the
Acquiring Fund, please refer to its Prospectus dated November 1, 1997, as
supplemented November 15, 1997 (which accompanies this Proxy Statement) under
the caption "Description of the Fund," and Statement of Additional Information
dated November 1, 1997 (which is available upon request) under the caption
"Investment Objective and Management Policies." For a discussion of these
matters as they apply to the Acquired Funds, please refer to the Prospectus and
Statement of Additional Information dated November 1, 1997, as supplemented
April 24, 1998 (which are available upon request) under the respective captions
"Description of the Funds" and "Investment Objective and Management Policies."
The policies described below in this "Comparison of the Acquired Funds and the
Acquiring Fund" section can be changed without shareholder approval, unless
indicated otherwise or required by the 1940 Act.
GENERAL -- Each Acquired Fund and the Acquiring Fund are separate
non-diversified portfolios of the Trust, an open-end, management investment
company advised by Dreyfus, located at 200 Park Avenue, New York, New York
10166. The investment objectives of the Acquiring Fund and each Acquired Fund
are similar -- to maximize current income exempt from federal income tax--except
that the California Fund seeks income also exempt from income tax of the state
of California and the New York Fund seeks income also exempt from income tax of
the state of New York, as described below. In addition, the New York Fund seeks
to maximize current income exempt from New York City personal income tax.
Each of the California Fund and New York Fund pursues its investment
objective by investing in State Municipal Obligations that are of
investment-grade quality and generally of intermediate maturities.
The Acquiring Fund seeks to achieve its investment objective by investing in
National Municipal Obligations. Unlike the Acquired Funds, the Acquiring Fund
invests in municipal obligations of numerous states, and municipalities or
subdivisions in numerous states, and, as a result, most of the dividends it pays
generally will not be exempt from state or city income taxes to residents of
California or New York.
The management policies of each Acquired Fund and the Acquiring Fund are
similar. Each Fund invests primarily in debt securities issued by states and
their political subdivisions, agencies and instrumentalities, the interest from
which is exempt from federal income tax. Each Acquired Fund's investments are
further limited by the requirement that, under ordinary circumstances, it invest
primarily in municipal obligations the interest from which is exempt from the
income tax of the state after which it is named. Moreover, the New York Fund
seeks to invest in municipal obligations the interest on which is exempt from
New York City personal income taxes. In all other material respects, the
management policies of the Acquiring Fund and the Acquired Funds are the same.
For a more complete discussion of each Acquired Fund's and the Acquiring Fund's
management policies, see "Description of the Funds" in the Acquired Funds'
Prospectus and "Description of the Fund" in the Acquiring Fund's Prospectus.
Each Acquired Fund may, when, in Dreyfus' opinion, adverse market conditions
exist for State Municipal Obligations and a "defensive posture" is warranted,
temporarily invest more than 20% of its total assets in money market instruments
which produce income exempt from federal, but not the state personal income
taxes for resident shareholders of the Acquired Fund's named state, or more that
20% of its total assets in taxable obligations (including obligations the
interest on which is included in the calculation of alternative minimum tax for
individuals).
The Acquiring Fund may, for defensive purposes under abnormal market
conditions, temporarily invest more than 20% of its total assets in taxable
obligations (including obligations the interest on which is included in the
calculation of alternative minimum tax for individuals).
Each of the Acquired Funds and the Acquiring Fund may invest in when-issued
securities, municipal bond index and interest rate futures contracts, options on
municipal bond index and interest rate futures contracts, floating rate and
variable rate obligations, municipal lease obligations and tender option bonds.
-6-
<PAGE>
The Acquired Funds and the Acquiring Fund are separate portfolios of the
Trust, which is an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts.
FUNDAMENTAL POLICIES -- As a matter of fundamental policy, each Acquired Fund
will, under normal market conditions, invest a minimum of 80% of its total
assets in State Municipal Obligations. Similarly, as a matter of fundamental
policy, the Acquiring Fund will, under normal market conditions, invest a
minimum of 80% of its total assets in National Municipal Obligations. The
remaining fundamental policies and investment restrictions of the Acquired Funds
and the Acquiring Fund are identical. Fundamental policies and investment
restrictions may not be changed without the affirmative vote of a majority (as
defined in the 1940 Act) of a fund's outstanding shares. For a further
discussion of the fundamental policies and limitations of each Fund, see
"Investment Objective and Management Policies--Investment Restrictions" in the
Statement of Additional Information accompanying the Fund's Prospectus.
FEES AND EXPENSES -- Each of the Acquired Funds and the Acquiring Fund have
identical fee and expense structures. Each Fund currently pays Dreyfus, as its
investment manager, a fee, computed daily and payable monthly, at the annual
rate of 0.50% of the value of the Fund's average daily net assets. Dreyfus
arranges and pays for all of the expenses of each Fund, except brokerage fees,
taxes, interest, fees and expenses of the non-interested Trustees (including
counsel fees), Rule 12b-1 fees (if applicable), and extraordinary expenses.
Although Dreyfus is not obligated to pay the fees and expenses of the
non-interested Trustees (including counsel fees), Dreyfus is contractually
required to reduce its investment management fee in an amount equal to each
Fund's allocable share of such fees and expenses. The following table shows the
actual annual fund operating expenses allocable to the Class A, Class B, Class C
and Class R shares of the Acquired Funds and the Acquiring Fund for the Funds'
respective fiscal years ended June 30, 1997, which are also the estimated total
annual fund operating expenses to be paid by the Acquiring Fund after giving
effect to the Reorganization (the "Combined Fund" in the table). The total
annual fund operating expenses of the Combined Fund, excluding the costs
attributable to the proposed Reorganization, are estimated to be the same
whether the Reorganization is consummated by one or both of the Acquired Funds.
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<PAGE>
ACQUIRING FUND,
CALIFORNIA AND NEW YORK FUNDS, AND
PRO FORMA COMBINED FUND
Class A Class B Class C Class R
------- ------- ------- -------
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed
on Purchases (as a percentage)
of offering price) 3.00% none none none
Maximum Deferred Sales Charge
Imposed on Redemptions (as
a percentage of the amount
subject to charge) none* 3.00% .75% none
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average
daily net assets)
Management Fees .50% .50% .50% .50%
12b-1 Fees (1) .25% .75% .75% none
Other Expenses (2) .00% .00% .00% .00%
--- ---- ---- ----
Total Fund
Operating Expenses .75% 1.25% 1.25% .50%
EXAMPLE
An investor would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) except where noted, redemption at the end of each
time period:
Class A Class B Class C Class R
------------------------------------------
1 Year $37 $43/13(3) $20/13(3) $ 5
3 Years $53 $60/40(3) $40 $16
5 Years $70 $79/69(3) $69 $28
10 Years $120 $125** $151 $63
________________________________________________________________________________
* A contingent deferred sales charge of 1% may be assessed on certain
redemptions of Class A shares purchased without an initial sales charge as
part of an investment of $1 million or more. See "How to Buy Fund Shares -
Class A shares" in the relevant Prospectus.
** Assumes conversion of Class B shares to Class A shares approximately six
years after the date of purchase and, therefore, reflects Class A expenses
for years seven through ten.
1 See "Distribution Plans (Class A Plan and Class B and Class C Plans)" in the
respective Prospectus for a description of each Fund's Distribution Plans and
Service Plan for Class A, B and C shares.
2 Does not include fees and expenses of the non-interested Trustees (including
counsel). The investment manager is contractually required to reduce its
Management Fee in an amount equal to each Fund's allocable portion of such
fees and expenses, which are estimated to be less than 0.01% of each Fund's
net assets. (See "Management of the Funds" in the Acquired Funds' Prospectus
and "Management of the Fund" in the Acquiring Fund's Prospectus.)
3 Assuming no redemption of shares.
________________________________________________________________________________
THE AMOUNTS LISTED ABOVE SHOULD NOT BE CONSIDERED AS REPRESENTATIVE OF PAST OR
FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, A FUND'S
ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN ACTUAL RETURNS GREATER OR LESS
THAN 5%.
________________________________________________________________________________
INITIAL SALES CHARGE AND CDSC -- The schedule of the initial sales charge
imposed on each Acquired Fund's Class A shares is identical to that imposed on
Acquiring Fund Class A shares. No initial sales charge will be imposed on
Acquiring Fund Class A Shares received by Acquired Fund shareholders as a result
of the Reorganization. If an Acquired Fund Class A shareholder has signed a
Letter of Intent making such shareholder eligible for a reduced sales load, the
terms of such Letter of Intent will carry over and apply to such shareholder as
a shareholder of the Acquiring Fund. The Acquiring Fund also offers the same
-8-
<PAGE>
Right of Accumulation with respect to purchases of Acquiring Fund Class A Shares
as that offered to Acquired Fund shareholders. If a shareholder purchases Class
A shares of any Fund without an initial sales charge as part of an investment of
at least $1,000,000 and redeems all or a portion of those shares within one year
after purchase, a CDSC of 1.00% will be imposed at the time of redemption
The schedule of the CDSC imposed on the Acquired Funds' Class B shares at
the time of redemption is identical to that imposed on the Acquiring Fund's
Class B shares. No CDSC will be imposed on Acquired Fund Class B Shares
surrendered by Acquired Fund shareholders as a result of the Reorganization.
The CDSC imposed on the Acquired Funds' Class C shares redeemed within the
first year after purchase is identical to that imposed on Class C shares of the
Acquiring Fund. No CDSC will be imposed on Acquired Fund Class C Shares
surrendered by Acquired Fund shareholders as a result of the Reorganization.
For purposes of calculating future CDSCs (and, in the case of Class B
shares, conversion periods), Acquiring Fund shares received by an Acquired Fund
shareholder at the time of the Reorganization will be deemed to have been held
since the date the shareholder initially purchased the shares of an Acquired
Fund which are the subject of the Reorganization.
DISTRIBUTION PLAN (CLASS A SHARES) -- Class A shares of the Acquiring Fund are
subject to a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act
that is identical to that adopted by the Acquired Funds' Class A shares. See
"Distribution Plans - Distribution Plan - Class A shares" in the relevant
Prospectus for a complete discussion of the distribution plan with respect to
Class A shares.
DISTRIBUTION AND SERVICE PLANS (CLASS B AND CLASS C SHARES) -- Class B and Class
C shares of the Acquiring Fund are subject to distribution and service plans
adopted pursuant to Rule 12b-1 that are identical to those adopted by the
Acquired Funds. See "Distribution Plans - Distribution and Service Plans - Class
B and Class C" in the relevant Prospectus for a complete discussion of the
distribution and services plans with respect to Class B and Class C shares.
PRIMARY PORTFOLIO MANAGERS -- The primary portfolio managers are different for
the Acquiring Fund and the Acquired Funds.
ACQUIRING FUND. John F. Flahive has been employed by Dreyfus as portfolio
manager of the Acquiring Fund since November 14, 1994. He is also Vice President
of Boston Safe Deposit and Trust Company ("Boston Safe"), a subsidiary of The
Boston Company and an affiliate of Dreyfus. Prior to joining Boston Safe in
October, 1994, Mr. Flahive was senior portfolio manager and Vice President with
Neuberger & Berman. A 1984 graduate of St. Michael's College with a degree in
Business Administration, Mr. Flahive also earned a M.B.A. from Clarkson
University in 1985, and attended the New York University Graduate School of
Business Administration for Visiting Professionals in 1986.
ACQUIRED FUNDS. The California Fund is managed by Collette O'Brien, a
portfolio manager of Dreyfus and Boston Safe. Ms. O'Brien is responsible for
managing Tax-Exempt Fixed Income Portfolios for the Private Asset Management
Group at Boston Safe and is a member of Boston Safe's Bond Strategy and Asset
Review Committees. Kristin D. Lindquist has been employed by Dreyfus as the
portfolio manager of the New York Fund since October 17, 1994. Ms. Lindquist is
also a Vice President of Boston Safe, where she is responsible for managing
Tax-Exempt Fixed Income Fund Portfolios for the Private Asset Management Group.
CAPITALIZATION -- The following tables set forth as of December 31, 1997: (1)
the capitalization of each Acquired Fund, with respect to Class A, Class B,
Class C and Class R shares; (2) the capitalization of the Acquiring Fund, with
respect to Class A, Class B, Class C and Class R shares; and (3) the pro forma
capitalization of the Acquiring Fund, with respect to Class A, Class B, Class C
and Class R shares, as adjusted showing the effect of the Reorganization had it
occurred on such date (excluding costs that would be incurred as a result of the
Reorganization).
-9-
<PAGE>
<TABLE>
<CAPTION>
CALIFORNIA FUND NEW YORK FUND
CLASS A CLASS B CLASS C CLASS R CLASS A CLASS B CLASS C CLASS R
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total net assets $8,078,726 $313,967 $182,746 $16,233,942 $ 2,013,098 $ 270,601 $ 89,359 $6,715,556
Net asset value $ 13.31 $ 13.31 $ 13.34 $ 13.31 $ 13.03 $ 13.05 $ 13.06 $ 13.03
per share
Shares outstanding 606,983 23,583 13,695 1,219,812 154,489 20,744 6,841 515,433
ACQUIRING FUND PRO FORMA COMBINED FUND
CLASS A CLASS B CLASS C CLASS R CLASS A CLASS B CLASS C CLASS R
------- ------- ------- ------- ------- ------- ------- -------
Total net assets $18,050,209 $1,081,549 $152,185 $32,961,515 $28,142,033 $1,666,117 $424,290 $55,911,013
Net asset value $ 12.33 $ 12.32 $ 12.35 $ 12.33 $ 12.33 $ 12.32 $ 12.35 $ 12.33
per share
Shares outstanding 1,464,243 87,759 12,320 2,674,131 2,282,403 135,237 34,355 4,534,551
</TABLE>
The following tables set forth the pro forma capitalization of the Acquiring
Fund, with respect to Class A, Class B, Class C and Class R shares, as adjusted
showing the effect of the Reorganization between (a) the Acquiring Fund and the
California Fund (but not the New York Fund) and (b) the Acquiring Fund and the
New York Fund (but not the California Fund), had each such Reorganization
occurred on December 31, 1997.
<TABLE>
<CAPTION>
PRO FORMA COMBINED FUND PRO FORMA COMBINED FUND
(ACQUIRING FUND AND CALIFORNIA FUND) (ACQUIRING FUND AND NEW YORK FUND)
CLASS A CLASS B CLASS C CLASS R CLASS A CLASS B CLASS C CLASS R
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total net assets $ 26,128,935 $1,395,516 $334,931 $49,195,457 $ 20,063,307 $1,352,150 $241,544 $39,677,071
Net asset value $ 12.33 $ 12.32 $ 12.35 $ 12.33 $ 12.33 $ 12.32 $ 12.35 $ 12.33
per share
Shares outstanding 2,119,135 113,272 27,120 3,989,899 1,627,194 109,752 19,558 3,217,930
</TABLE>
As of July 6, 1998, there were ____________ shares of the Acquiring Fund
outstanding.
As of July 6, 1998, the officers and Trustees of the Trust beneficially
owned as a group less than 1% of the outstanding shares of the Acquiring Fund.
To the best knowledge of the Trustees of the Acquiring Fund, as of June 19,
1998, no shareholder or "group" (as that term is defined in Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) owned
beneficially or of record 5% or more of the Acquiring Fund's outstanding shares
except as shown in the table below:
[Table will indicate ownership before and after Reorganization and any
affiliation with Dreyfus]
For information with respect to the beneficial ownership of the Acquired
Funds, see the section of this Proxy Statement entitled "Voting Information."
PURCHASE PROCEDURES -- The purchase procedures of the Acquired Funds and the
Acquiring Fund are identical. See "How to Buy Fund Shares" in the relevant
Prospectus for a complete discussion of purchase procedures.
-10-
<PAGE>
REDEMPTION PROCEDURES -- The redemption procedures of the Acquired Funds and the
Acquiring Fund are identical. See "How to Redeem Fund Shares" in the relevant
Prospectus for a complete discussion of redemption procedures.
DISTRIBUTIONS -- The dividend and distribution policies of the Acquired Funds
and the Acquiring Fund are identical. See "Dividends, Other Distributions and
Taxes" in the relevant Prospectus for a complete discussion of such policies.
SHAREHOLDER SERVICES -- The shareholder services offered by the Acquired Funds
and the Acquiring Fund are identical. See "Shareholder Services" in the relevant
Prospectus for a complete description of shareholder services.
RISK FACTORS -- The investment risks of each Acquired Fund and the Acquiring
Funds are substantially similar, except for those incurred by each Acquired Fund
as a result of its purchase primarily of municipal obligations issued by a
single state, its municipalities or subdivisions. The states of California and
New York have in the past experienced financial difficulties, the recurrence of
which could result in defaults or declines in the market values of various State
Municipal Obligations in which an Acquired Fund invests. If there should be a
default or other financial crisis relating to the applicable state or an agency
or municipality thereof, the market value and marketability of outstanding State
Municipal Obligations in an Acquired Fund's portfolio and the interest income to
the Acquired Fund could be adversely affected. For further information relating
to investments in California and New York, see "Description of the
Funds--Certain Risk Considerations Regarding the State of California" and
"--Certain Risk Considerations Regarding the State of New York and New York
City" in the Acquired Funds' Prospectus, and "Appendix B Risk Factors--Investing
in California Municipal Obligations" and "Appendix C - Risk Factors-Investing in
New York Municipal Obligations" in the associated Statement of Additional
Information.
Even though interest-bearing securities are investments which promise a
stable stream of income, the prices of such securities are inversely affected by
changes in interest rates and, therefore, are subject to the risk of market
price fluctuations. Securities in which each Fund invests may earn a higher
level of current income than certain short-term or higher quality securities,
which generally have greater liquidity, less market risk and less fluctuation in
market value, but may earn a lower level of current income than certain
longer-term or lower quality securities, which may have less liquidity, more
market risk and more fluctuation in market value.
See "Description of the Fund" in the Acquiring Fund's Prospectus and
"Description of the Funds" in the Acquired Funds' Prospectus for a more complete
description of investment risks.
REASONS FOR THE REORGANIZATION
The Board of Trustees of the Trust, on behalf of each of the Acquired Funds
and the Acquiring Fund, has concluded that the Reorganization is in the best
interests of their respective shareholders. The Board believes that the
Reorganization will permit shareholders to pursue similar investment goals in a
larger fund without diluting shareholders' interests. Despite their operation
for over ten years, each of the Acquired Funds has had limited asset growth. As
of March 31, 1998, the California Fund and the New York Fund had assets under
management of only approximately $24,610,000 and $9,428,000, respectively.
Larger aggregate net assets should enable the combined fund (as compared to each
Acquired Fund and the Acquiring Fund alone) to experience more efficient
portfolio management, including the possibility of more favorable pricing and
execution based on larger portfolio transactions. In addition, duplication of
marketing and servicing may be reduced or eliminated.
In determining whether to recommend approval of the Reorganization with
respect to each Acquired Fund, the Board considered the following factors, among
others: (1) the compatibility of the Acquired Funds' and Acquiring Fund's
investment objectives, management policies and investment restrictions, as well
as shareholder services offered by the Acquired Funds and the Acquiring Fund;
(2) the comparative investment performance of the Acquiring Fund and the
Acquired Funds; (3) the terms and conditions of the Reorganization and whether
the Reorganization would result in dilution of shareholder interests; (4)
-11-
<PAGE>
expense ratios of the Acquiring Fund and Acquired Funds; (5) the tax
consequences of the Reorganization; and (6) the estimated costs incurred by the
Acquiring Fund and the Acquired Funds as a result of the Reorganization. In
addition, the Trust's Board considered the Acquired Funds' inability to attract
larger levels of assets to date and possible alternatives to the Reorganization.
INFORMATION ABOUT THE REORGANIZATION
PLANS OF REORGANIZATION. The following summary of the Plans with respect to
each of the Acquired Funds is qualified in its entirety by reference to the
Plans (Appendix A hereto). Each Plan provides that the Acquiring Fund will
acquire all the assets of the Acquired Fund attributable to the Acquired Fund's
Class A, Class B, Class C and Class R shares. In exchange for those assets, the
Acquired Fund will receive Class A, Class B, Class C and Class R Acquiring Fund
Shares with an aggregate net asset value equal to that of the assets transferred
minus the liabilities of the Acquired Fund, which will be assumed by the
Acquiring Fund on the Closing Date. Prior to the Closing Date, the Acquired Fund
will endeavor to discharge all of its known liabilities and obligations. The
number of full and fractional Acquiring Fund Shares to be issued to each Class
A, Class B, Class C and Class R shareholder, respectively, of the Acquired Fund
will be determined by dividing the aggregate net asset value of such
shareholder's Acquired Fund Shares by the net asset value of one share of the
respective class of the Acquiring Fund, each computed as of the close of trading
on the floor of the NYSE on the Closing Date (the "Valuation Time"). For this
purpose, the value of options and futures contracts will be valued 15 minutes
after the close of trading on the floor of the NYSE.
Both the Acquired Funds and the Acquiring Fund will utilize Dreyfus as
agent to determine the value of their respective portfolio securities. The
method of valuation employed by each Fund will be consistent with the
requirements set forth in the Fund's Prospectus, Rule 22c-1 under the 1940 Act,
and the interpretation of such rule by the SEC's Division of Investment
Management.
As soon after the Closing Date as conveniently practicable, each Acquired
Fund will distribute PRO RATA to its shareholders of record as of the Valuation
Time, in liquidation of the Acquired Fund, the Acquiring Fund Shares received by
the Acquired Fund pursuant to the Reorganization. Such distribution will be
accomplished by establishing an account in the name of each holder of Acquired
Fund Shares on the share records of the Acquiring Fund's transfer agent and
transferring to each such account a number of Acquiring Shares of the
corresponding class, equal to the aggregate net asset value of the Class A,
Class B, Class C or Class R Acquired Fund Shares held by such shareholder
divided by the net asset value of an Acquiring Fund Share of the respective
class. Each account will represent the respective PRO RATA number of full and
fractional Acquiring Fund Shares due to such shareholder of the Acquired Fund.
After such distribution and the winding up of its affairs, each Acquired Fund
will be terminated.
On or before the Closing Date, each Acquired Fund shall have declared a
dividend and/or other distributions that, together with all previous dividends
and other distributions, shall have the effect of distributing to the Acquired
Fund's shareholders all investment company taxable income for all taxable years
ended prior to the Closing Date and for its current taxable year through the
Closing Date (computed without regard to any deduction for dividends paid) and
all of its net capital gain realized in all such taxable years (after reduction
for any capital loss carryforward).
The consummation of the Reorganization for each Acquired Fund is subject to
the conditions set forth in the Plan, including the condition that the parties
to the Reorganization shall have received exemptive relief from the SEC with
respect to certain restrictions under the 1940 Act that could otherwise impede
or inhibit consummation of the Reorganization. Notwithstanding approval by an
Acquired Fund's shareholders, the Plan may be terminated at any time at or prior
to the Closing by either party because: (a) the Board of the Trust determines
that circumstances have developed that make proceeding with the Reorganization
inadvisable; (b) a material breach by the other party of any representation,
warranty, or agreement contained therein has occurred; or (c) a condition to the
obligation of the terminating party cannot reasonably be met.
The Funds will bear the expenses of the Reorganization pro rata in
accordance with their respective net assets as of the Closing Date if the
Reorganization is consummated or, if it is not consummated, as of the date the
respective Plan is terminated or the Reorganization is abandoned. The total
expenses of the Reorganization are expected to be approximately $71,000.
-12-
<PAGE>
If the Reorganization is not approved by an Acquired Fund's shareholders,
the Trust's Board will continue the management of the Acquired Fund in its
present form, and will consider other appropriate courses of action, including
liquidating the Acquired Fund.
TEMPORARY SUSPENSION OF CERTAIN OF THE ACQUIRED FUNDS' INVESTMENT
RESTRICTIONS. Since certain of the Acquired Funds' existing investment
restrictions could preclude the Acquired Funds from consummating the
Reorganization in the manner contemplated in the Plan, Acquired Fund
shareholders are requested to authorize the temporary suspension of certain
investment restrictions which restrict the Acquired Funds' ability to purchase
securities other than State Municipal Obligations as well as the temporary
suspension of any other investment restriction of the Acquired Funds to the
extent necessary to permit the consummation of the Reorganization. The temporary
suspension of the Acquired Funds' investment restrictions will not affect the
investment restrictions of the Acquiring Fund. A vote in favor of the Plan is
deemed to be a vote in favor of the temporary suspensions.
DESCRIPTION OF SHARES OF THE ACQUIRING FUND AND THE ACQUIRED FUNDS. Full
and fractional Class A, Class B, Class C and Class R shares of beneficial
interest in the Acquiring Fund will be issued for shares of the corresponding
class of the Acquired Funds in accordance with the procedures detailed in the
Plans. All issued and outstanding Acquired Fund Shares, including those
represented by certificates, will be canceled. Generally, the Acquiring Fund
does not issue share certificates to shareholders unless a specific request is
submitted to its transfer agent. As is true in the case of Acquired Fund Shares,
the Acquiring Fund Shares to be issued pursuant to the Reorganization will have
no preemptive or conversion rights.
The Acquired Funds and the Acquiring Fund are separate series of the same
Trust. As such, the rights of shareholders of the Acquired Funds and of the
Acquiring Fund with respect to shareholder meetings, inspection of shareholder
lists, and distributions on liquidation of a Fund are identical. Shareholders of
the Trust, like shareholders of any Massachusetts business trust, could
potentially be held liable for obligations of the Trust under circumstances in
which the Trust is unable to fulfill those obligations, although Dreyfus
believes such a possibility is remote. For additional information, refer to the
Statement of Additional Information dated November 1, 1997 under "Information
About the Funds".
FEDERAL INCOME TAX CONSEQUENCES. The transfer of each Acquired Fund's
assets in exchange solely for Acquiring Fund Shares and the Acquiring Fund's
assumption of the liabilities of each Acquired Fund are intended to qualify for
federal income tax purposes as a tax-free reorganization under section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"). The
Trust, on behalf of the Acquiring Fund and the Acquired Funds, will receive an
opinion from Kirkpatrick & Lockhart LLP, the Trust's counsel, substantially to
the effect that, on the basis of the facts and assumptions stated therein and
the existing provisions of the Code, U.S. Treasury regulations issued
thereunder, current administrative rules and pronouncements and court decisions,
and conditioned on the Reorganization being consummated in accordance with the
Plans, for federal income tax purposes, with respect to each Acquired Fund:
(1) The Acquired Fund's transfer of all its assets to the Acquiring Fund
in exchange solely for Acquiring Fund Shares and the assumption by the
Acquiring Fund of the liabilities of the Acquired Fund, followed by the
Acquired Fund's distribution of those shares to its shareholders
constructively in exchange for Acquired Fund Shares, will constitute a
"reorganization" within the meaning of section 368(a)(1)(C) of the Code,
and each Fund will be a "party to a reorganization" within the meaning of
section 368(b) of the Code;
(2) No gain or loss will be recognized to the Acquired Fund on the
transfer of its assets to the Acquiring Fund in exchange solely for
Acquiring Fund Shares and the assumption by the Acquiring Fund of the
Acquired Fund's liabilities or on the subsequent distribution of those
shares to the Acquired Fund's shareholders in constructive exchange for
their Acquired Fund Shares;
(3) No gain or loss will be recognized to the Acquiring Fund on its
receipt of the assets from the Acquired Fund in exchange solely for
Acquiring Fund Shares and the assumption by the Acquiring Fund of the
Acquired Fund's liabilities;
-13-
<PAGE>
(4) The Acquiring Fund's basis for the transferred assets will be the
same as the Acquired Fund's basis therefor immediately before the
Reorganization, and the Acquiring Fund's holding period for those assets
will include the period during which the assets were held by the Acquired
Fund;
(5) No gain or loss will be recognized to an Acquired Fund shareholder
on the distribution thereto of Acquiring Fund Shares constructively in
exchange for all the shareholder's Acquired Fund Shares; and
(6) An Acquired Fund shareholder's basis for the Acquiring Fund Shares
to be received by the shareholder in the Reorganization will be the same
as the basis for the shareholder's Acquired Fund Shares to be
constructively surrendered in exchange for those Acquiring Fund Shares;
and the shareholder's holding period for those Acquiring Fund Shares will
include the shareholder's holding period for those Acquired Fund Shares,
provided they are held as capital assets by the shareholder on the Closing
Date.
Notwithstanding the foregoing, such counsel's opinion may state that no
opinion is expressed as to the effect of the Reorganization on any Fund or any
Acquired Fund shareholder with respect to any asset as to which any unrealized
gain or loss is required to be recognized for federal income tax purposes at the
end of a taxable year (or on the termination or transfer thereof) under a
mark-to-market system of accounting.
Shareholders of the Acquired Funds should consult their tax advisers
regarding the effect, if any, of the Reorganization in light of their individual
circumstances. Because the foregoing discussion only relates to the federal
income tax consequences of the Reorganization, those shareholders also should
consult their tax advisers as to state and local tax consequences, if any, of
the Reorganization.
REQUIRED VOTE AND BOARD'S RECOMMENDATION
The Trust's Board has approved the Plans and the Reorganization and has
determined that (i) participation in the Reorganization by each Acquired Fund is
in the Acquired Fund's best interests and (ii) the interests of shareholders of
each Acquired Fund will not be diluted as a result of the Reorganization.
Pursuant to the Trust's Third Amended and Restated Trust Agreement, approval of
the Plan and Reorganization with respect to an Acquired Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of the
Acquired Fund, which for this purpose mean the lesser of: (i) 67% of the voting
securities of the Acquired Fund present at the Meetings, if the holders of more
than 50% of the outstanding voting securities are present or represented by
proxy, or (ii) more than 50% of the outstanding voting securities of the
Acquired Fund. Each full share outstanding is entitled to one vote, and each
fractional share outstanding is entitled to a proportionate share of one vote
for such purposes. All classes of the Acquired Fund vote together for this
purpose.
THE BOARD OF THE TRUST, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS,
RECOMMENDS THAT EACH ACQUIRED FUND'S SHAREHOLDERS VOTE "FOR" APPROVAL OF THE
PLAN AND THE REORGANIZATION. ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUND AND
ACQUIRED FUNDS
ACQUIRING FUND. Information about the Acquiring Fund is incorporated herein
by reference from its Prospectus dated November 1, 1997 and Supplement to
Prospectus dated November 15, 1997, copies of which are enclosed, and Statement
of Additional Information dated November 1, 1997, a copy of which is available
upon request and without charge by writing to the Acquiring Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11566-0144, or by calling toll-free
1-800-554-4611.
ACQUIRED FUNDS. Information about the Acquired Funds is included in their
Prospectus dated November 1, 1997, Supplement to Prospectus dated April 24,
1998, and Statement of Additional Information dated November 1, 1997, all of
which have been filed with the SEC and are incorporated herein by reference, and
copies of which are available upon request and without charge by writing to the
Acquired Funds at 144 Glenn Curtiss Boulevard, Uniondale, New York 11566-0144,
or by calling toll-free 1-800-554-4611.
The Acquired Funds and the Acquiring Fund are subject to the informational
requirements of the Exchange Act and the 1940 Act and in accordance therewith
file reports and other information, including proxy materials and charter
-14-
<PAGE>
documents with the SEC. These materials can be inspected, and copies obtained at
prescribed rates, at the Public Reference Facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, the Midwest Regional Office of
the SEC, Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60611, and the Northeast Regional Office of the SEC, Seven World Trade
Center, Suite 1300, New York, New York 10048.
VOTING INFORMATION
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Trustees of the Trust to be used at the Meetings to be
held at 10:00 a.m., Eastern time, on September 15, 1998, at 200 Park Avenue, New
York, New York 10166, and at any adjournments thereof. This Proxy Statement,
along with a Notice of the Meetings and a proxy card, is first being mailed to
shareholders of the Acquired Funds on or about July 21, 1998. Only shareholders
of record as of the close of business on July 6, 1998 (the "Record Date") will
be entitled to notice of, and to vote at, the Meetings or any adjournment
thereof. The holders of a majority of the shares of an Acquired Fund outstanding
at the close of business on the Record Date present in person or represented by
proxy will constitute a quorum for the Meetings with respect to that Fund. If
the enclosed form of proxy is properly executed and returned in time to be voted
at the Meetings, the proxies named therein will vote the shares represented by
the proxy in accordance with the instructions marked thereon. Signed but
unmarked proxies will be voted FOR the Plan and FOR any other matters deemed
appropriate.
Proxy cards that reflect abstentions and "broker non-votes" (I.E., shares
held by brokers or nominees as to which (1) instructions have not been received
from the beneficial owners or the persons entitled to vote or (2) the broker or
nominee does not have discretionary voting power on a particular matter) will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum, but not as votes cast. A proxy may be
revoked at any time on or before the Meetings by written notice to the Assistant
Secretary of the Trust, 200 Park Avenue, New York, New York 10166. Unless
revoked, all valid proxies will be voted in accordance with the specifications
thereon or, in the absence of such specifications, for approval of the Plan and
the Reorganization contemplated thereby.
Holders of Class A, Class B, Class C and Class R shares of each Acquired
Fund are requested to vote and will vote together as a single fund on the Plan.
As of July 6, 1998, the number of shares outstanding of each Acquired Fund and
those beneficially owned by Dreyfus and its affiliates were as follows:
Shares Beneficially Owned
By Dreyfus And Affiliates
--------------------------
Total Shares Number of % Of Total
Outstanding Shares Outstanding
----------- ------ -----------
California Fund __ __ __
New York Fund __ __ __
It is anticipated that [Mellon Bank, an affiliate of Dreyfus,] [no person] will
own beneficially or of record more than 5% of either of the Acquiring Fund's
outstanding shares following the Reorganization.
[A shareholder who beneficially owns, directly or indirectly, more than 25%
of an Acquired Fund's voting securities may be deemed a "control person" (as
defined in the 1940 Act) of the Acquired Fund.]
[Because Dreyfus and its affiliates exercise voting discretion over more
than 25% of the shares of [the California Fund / the New York Fund/ each of the
Acquired Funds], they may be deemed to control such securities. Dreyfus has
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advised the Trust that shares owned by Dreyfus or an affiliate of Dreyfus with
respect to which Dreyfus or such affiliate exercises voting discretion will be
voted FOR the Plans described in this Proxy Statement, unless Dreyfus and its
affiliates vote more than 25% of the outstanding shares of an Acquired Fund
entitled to vote, in which case all such shares of that Fund will be voted in
proportion to the vote of the remaining shares of that Fund voted at the
Meetings, provided such vote is consistent with the fiduciary duties of Dreyfus
and its affiliates.]
To the best knowledge of the Trustees of the Trust, as of July 6, 1998, no
other single shareholder or "group" (as the term is used in Section 13(d) of the
Exchange Act) owned beneficially or of record 5% or more of the Acquired Funds'
outstanding shares, except as shown in the table below:
CALIFORNIA FUND
Percentage Of Shares
Name And Address Number Of Shares Outstanding
- -----------------------------------------------------------------------------
NEW YORK FUND
Percentage Of Shares
Name And Address Number Of Shares Outstanding
- -----------------------------------------------------------------------------
It is not anticipated that any of the 5% record or beneficial owners
identified above[, other than Mellon Bank and its affiliates,] will own
beneficially or of record 5% or more of the Acquiring Fund's outstanding shares
as a result of the Reorganization.
At July 6, 1998, the Trustees and officers of the Trust as a group
beneficially owned less than 1% of each of the Acquired Fund's shares in the
aggregate.
Proxy solicitations will be made primarily by mail, but proxy solicitations
may also be made by telephone or other electronic medium or personal
solicitations conducted by officers and employees of Dreyfus, its affiliates or
other representatives of the Trust. The cost of the solicitation, are estimated
to total approximately $10,000.
In the event that sufficient votes to approve the Plan and Reorganization
with respect to either or both of the Acquired Funds are not received at the
Meetings, the persons named as proxies may propose one or more adjournments of
the Meetings with respect to such Fund or Funds to permit further solicitation
of proxies. In determining whether to adjourn the Meetings with respect to a
Fund, the following factors may be considered: the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any such adjournment will require an
affirmative vote by the holders of a majority of the shares present in person or
by proxy and entitled to vote at the Meetings. The persons named as proxies will
vote upon such adjournment after consideration of all circumstances which may
bear upon a decision to adjourn the Meetings.
A shareholder of an Acquired Fund who objects to the proposed transaction
will not be entitled under either Massachusetts law or the Trust's Third Amended
and Restated Master Trust Agreement to demand payment for, or an appraisal of,
his or her shares. Shareholders should be aware that, if the Reorganization is
consummated with respect to either or both Acquired Funds, they will be free to
redeem the Acquiring Fund Shares that they receive in the Reorganization at
their then-current net asset value, subject to any applicable CDSC. See
"Alternative Purchase Methods" and "How to Redeem Fund Shares" in the Acquiring
Fund's Prospectus. The Acquired Funds have agreed to waive any CDSC payable by
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shareholders of an Acquired Fund who redeem their shares after April 24, 1998,
but prior to the Closing Date.
The votes of the shareholders of the Acquiring Fund are not being solicited
by this Proxy Statement and are not required to carry out the Reorganization.
FINANCIAL STATEMENTS AND EXPERTS
The audited financial statements of the Acquiring Fund, which include the
statement of assets and liabilities of the Acquiring Fund as of June 30, 1997,
and the statement of operations, the statement of changes in net assets and
financial highlights for the year ended June 30, 1997, have been incorporated by
reference into this Proxy Statement in reliance on the report of KPMG Peat
Marwick, LLP, the Acquiring Fund's independent auditors for each of the three
years ended June 30, 1995, 1996 and 1997, as experts in accounting and auditing.
The audited financial statements of each Acquired Fund, which include the
statement of assets and liabilities of the Acquired Fund as of June 30, 1997,
and the statement of operations, the statement of changes in net assets and
financial highlights for the year ended June 30, 1997, have been incorporated by
reference into this Proxy Statement in reliance on the report of KPMG Peat
Marwick LLP, the Acquired Funds' independent auditors for each of the three
years ended June 30, 1995, 1996, 1997, as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters concerning the issuance of shares of the Acquiring
Fund will be passed upon by Kirkpatrick & Lockhart LLP, 1800 Massachusetts
Avenue, Suite 201, Washington, DC 20036-1800
OTHER BUSINESS
The Trust's Trustees are not aware of any other matters which may come
before the Meetings. However, should any such matters properly come before the
Meetings, it is the intention of the persons named in the accompanying form of
proxy to vote the proxy in accordance with their judgment on such matters.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Acquired Funds, 200 Park Avenue, New York, New York
10166, whether other persons are beneficial owners of shares for which proxies
are being solicited and, if so, the number of copies of this Proxy Statement
needed to supply copies to the beneficial owners of the respective shares.
THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THOSE TRUSTEES WHO ARE NOT
CONSIDERED "INTERESTED PERSONS" OF THE TRUST AS DEFINED IN THE 1940 ACT,
UNANIMOUSLY RECOMMEND APPROVAL OF THE PLAN BY EACH ACQUIRED FUND. ANY SIGNED AND
UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR OF
APPROVAL OF THE PLAN.
Dated: July __, 1998
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<PAGE>
APPENDIX A TO PROXY STATEMENT
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
as of the 23rd day of April, 1998, by and between THE DREYFUS/LAUREL TAX-FREE
MUNICIPAL FUNDS (formerly The Laurel Tax-Free Municipal Funds), a Massachusetts
business trust, with a principal place of business at 200 Park Avenue, New York,
New York 10166 (the "Trust"), on behalf of [*], a series of the Trust (the
"Acquired Fund"), and the Trust on behalf of DREYFUS PREMIER LIMITED TERM
MUNICIPAL FUND, a series of the Trust (the "Acquiring Fund"). (The Acquired Fund
and the Acquiring Fund are sometimes herein referred to individually as a "Fund"
and collectively as the "Funds.") All agreements, representations, actions and
obligations described herein that are made or to be taken or undertaken by the
Acquired Fund are made and shall be taken or undertaken by the Trust on behalf
of the Acquired Fund. All agreements, representations, actions and obligations
described herein that are made or to be taken or undertaken by the Acquiring
Fund are made and shall be taken or undertaken by the Trust on behalf of the
Acquiring Fund.
WHEREAS, the Funds wish to effect a reorganization, which will
consist of the transfer of all of the assets of the Acquired Fund, attributable
to its Class A shares, Class B shares, Class C shares and Class R shares of
beneficial interest, without par value, in the Acquired Fund (together, the
"Acquired Fund Shares") in exchange solely for shares of beneficial interest,
without par value, in the respective class of the Acquiring Fund (together, the
"Acquiring Fund Shares"), and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund and the distribution of the Acquiring Fund
Shares to the shareholders of the Acquired Fund in termination of the Acquired
Fund as provided herein (collectively, the "Reorganization"), all upon the terms
and conditions hereinafter set forth in this Agreement;
WHEREAS, the Trust intends this Agreement to be a plan of a
reorganization within the meaning of section 368(a)(1)(C) of the United States
Internal Revenue Code of 1986, as amended (the "Code");
________________________________________________________________________________
* Insert as appropriate DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND
or DREYFUS PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND.
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WHEREAS, the Trust is a registered, open-end management investment
company and the Acquired Fund owns securities that are assets of the character
in which the Acquiring Fund is permitted to invest;
WHEREAS, the Trust is authorized to issue the respective shares of
beneficial interest of the Acquiring Fund and the Acquired Fund.
WHEREAS, the Board of Trustees of the Trust, on behalf of the
Acquired Fund, has determined that the exchange of all of the assets of the
Acquired Fund for Acquiring Fund Shares and the assumption of the liabilities of
the Acquired Fund by the Acquiring Fund is in the best interests of the Acquired
Fund and that the interests of the existing shareholders of the Acquired Fund
would not be diluted as a result of the Reorganization; and
WHEREAS, the Board of Trustees of the Trust, on behalf of the
Acquiring Fund, has determined that the exchange of all of the assets of the
Acquired Fund for Acquiring Fund Shares and the assumption of the liabilities of
the Acquired Fund by the Acquiring Fund is in the best interests of the
Acquiring Fund and that the interests of the existing shareholders of the
Acquiring Fund would not be diluted as a result of the Reorganization:
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter set forth, the parties agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE
ACQUIRING FUND SHARES AND ASSUMPTION OF ACQUIRED FUND LIABILITIES
AND LIQUIDATION OF THE ACQUIRED FUND.
1.1. Subject to the requisite approval of the shareholders of the
Acquired Fund and to the other terms and conditions contained herein:
(a) The Acquired Fund shall assign, transfer and convey to
the Acquiring Fund at the Closing (as provided for in paragraph 3.1) all of the
Assets of the Acquired Fund (as defined in paragraph 1.2).
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<PAGE>
(b) The Acquiring Fund agrees in exchange therefor at the
Closing (i) to issue and deliver to the Acquired Fund the number of full and
fractional Acquiring Fund Shares of Class A, Class B, Class C, and Class R,
determined as set forth in paragraph 2.3, and (ii) to assume the Liabilities of
the Acquired Fund (as defined in paragraph 1.3). In lieu of delivering
certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the
Acquiring Fund Shares to the Acquired Fund's account on the books of the
Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund.
1.2. (a) The assets of the Acquired Fund to be acquired by the
Acquiring Fund (the "Assets") shall consist of all property, including without
limitation, all cash, cash equivalents, securities, commodities and futures
interests, dividend and interest receivables, claims and rights of action that
are owned by the Acquired Fund, and any deferred or prepaid expenses shown as
assets on the books of the Acquired Fund, on the Closing Date (as defined in
paragraph 3.1). The Assets shall be invested at all times through the Closing in
a manner that ensures compliance with paragraph 4.1(k).
(b) The Acquired Fund has provided the Acquiring Fund with a
list of all of its property, including all of the Assets, as of the date of
execution of this Agreement. The Acquired Fund reserves the right to sell any of
these assets. The Acquiring Fund will, within a reasonable time prior to the
Closing Date, furnish the Acquired Fund with a list of any assets on such list
that do not conform to the Acquiring Fund's investment objective, policies and
restrictions or that the Acquiring Fund otherwise does not desire to hold. The
Acquired Fund will dispose of such assets prior to the Closing Date to the
extent practicable and to the extent the Acquired Fund would not be affected
adversely by such a disposition. In addition, if it is determined that the
portfolios of the Funds, when aggregated, would contain investments exceeding
certain percentage limitations imposed upon the Acquiring Fund with respect to
such investments, the Acquired Fund, if requested to do so by the Acquiring
Fund, will dispose of and/or reinvest a sufficient amount of such investments as
may be necessary to avoid violating such limitations as of the Closing Date.
1.3. The Acquired Fund will endeavor to discharge all of its
known liabilities and obligations prior to the Closing Date. At the Closing, the
Acquiring Fund shall assume all liabilities, debts, obligations, expenses,
costs, charges and reserves of the Acquired Fund as of the Valuation Time (as
defined in paragraph 2.1) (collectively, the "Liabilities"). Without limiting
the generality of the foregoing, the Liabilities shall include the obligation to
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<PAGE>
indemnify the Trustees and officers of the Trust with respect to the Acquired
Fund to the extent provided in the Trust's Third Amended and Restated Master
Trust Agreement dated December 9, 1992, as amended ("Trust Instrument"), and
By-Laws.
1.4. The Acquired Fund shall deliver the Assets at the Closing
to Mellon Bank, N.A., One Mellon Bank Center, Pittsburgh, Pennsylvania 15258,
the Acquiring Fund's custodian (the "Custodian"), for the account of the
Acquiring Fund, with all securities not in bearer form duly endorsed, or
accompanied by duly executed separate assignments or stock powers, in proper
form for transfer, with signatures guaranteed, and with all necessary stock
transfer stamps, sufficient to transfer good and marketable title thereto
(including all accrued interest and dividends and rights pertaining thereto) to
the Custodian for the account of the Acquiring Fund free and clear of all liens,
encumbrances, rights, restrictions and claims. All cash delivered shall be in
the form of immediately available funds payable to the order of the Custodian
for the account of the Acquiring Fund.
1.5. The Acquired Fund will pay or transfer or cause to be paid
or transferred to the Acquiring Fund any dividends, interest, distributions,
rights or other assets received by the Acquired Fund on or after the Closing
Date as distributions on or with respect to any of the Assets. Any such
dividends, interest, distributions, rights, or other assets so paid or
transferred, or received directly by the Acquired Fund, shall be allocated by
the Acquired Fund to the account of the Acquiring Fund, and shall be deemed
included in the Assets and shall not be separately valued.
1.6. As soon after the Closing Date as is conveniently
possible, the Trust will distribute PRO RATA to the shareholders of record of
each class of the Acquired Fund determined as of the Valuation Time (as defined
in paragraph 2.1) (the "Acquired Fund Shareholders"), the Acquiring Fund Shares
of the corresponding class received by the Acquired Fund pursuant to paragraph
1.1. Such distribution will be accomplished by transferring the Acquiring Fund
Shares of each class then credited to the account of the Acquired Fund on the
books of the Acquiring Fund to open accounts on such books in the names of the
Acquired Fund Shareholders of the corresponding class and representing the
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<PAGE>
respective PRO RATA number of full and fractional Acquiring Fund Shares of such
class to which each such Acquired Fund Shareholder is entitled. For these
purposes, an Acquired Fund Shareholder shall be entitled to receive, with
respect to each Acquired Fund Share of a class held by such shareholder, that
number of full and fractional Acquiring Fund Shares of the corresponding class,
equal to the net asset value of such Acquired Fund Share as of the Valuation
Time (determined in accordance with paragraph 2.1) divided by the net asset
value of one Acquiring Fund Share of the same class, as of the Valuation Time
(determined in accordance with paragraph 2.2). All issued and outstanding shares
of the Acquired Fund will be canceled on the books of the Acquired Fund
simultaneously with the distribution of Acquiring Fund Shares to former holders
of the Class A, Class B, Class C and Class R Acquired Fund Shares. Ownership of
Acquiring Fund Shares will be shown on the books of the Acquiring Fund's
transfer agent.
1.7. Any transfer taxes payable upon issuance of the Acquiring
Fund Shares in a name other than the registered holder of the Acquired Fund
Shares on the books of the Acquired Fund shall, as a condition of such issuance
and transfer, be paid by the person to whom such Acquiring Fund Shares are to be
issued and transferred.
1.8. Any reporting responsibility of the Acquired Fund is and
shall remain the responsibility of the Acquired Fund up to and including the
Closing Date and such later date on which the Acquired Fund is terminated.
2. VALUATION.
2.1. The value of the Assets and the amount of the Liabilities,
and the net asset value of an Acquired Fund Share of each respective class,
shall each be computed as of the close of trading on the floor of the New York
Stock Exchange ("NYSE") (except that options and futures contracts will be
valued 15 minutes after such close of trading) on the Closing Date (such time
and date being hereinafter called the "Valuation Time"), using the valuation
procedures set forth in the Trust Instrument and the Acquired Fund's
then-current prospectus or statement of additional information.
2.2. The aggregate net assets of the Acquiring Fund, and the
net asset value of an Acquiring Fund Share of each respective class, shall each
be computed as of the Valuation Time, using the valuation procedures set forth
in the Trust Instrument and the Acquiring Fund's then-current prospectus or
statement of additional information.
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<PAGE>
2.3. The number of Acquiring Fund shares of each of Class A,
Class B, Class C, and Class R (including fractional shares, if any) to be issued
in exchange for the Acquired Fund's net assets shall be determined by dividing
the value of the aggregate net assets attributable to the applicable class of
the Acquired Fund, using the valuation procedures referred to in paragraph 2.1,
by the net asset value of one share of Class A, Class B, Class C or Class R, as
the case may be, of the Acquiring Fund, determined in accordance with paragraph
2.2.
2.4. All computations and calculations of value shall be made
by The Dreyfus Corporation, the investment manager of the Acquiring Fund and the
Acquired Fund (the "Manager"), in accordance with its regular practices as fund
accountant for the Acquired Fund and the Acquiring Fund, respectively.
3. CLOSING AND CLOSING DATE.
3.1. The Reorganization, together with all related acts
necessary to consummate the Reorganization (the "Closing"), shall take place on
the first day on which the NYSE is open for business that occurs not less than
seven calendar days after the approval of this Agreement by the shareholders of
the Acquired Fund, or such other date as the parties may mutually agree
("Closing Date"). All acts taking place at the Closing shall be deemed to take
place simultaneously as of the close of business on the Closing Date, unless
otherwise provided. The Closing shall be held at 4:30 p.m., New York time, at
the offices of the Manager, 200 Park Avenue, New York, New York, or at such
other time on the Closing Date and/or place as the parties may mutually agree.
3.2. The Acquired Fund shall deliver to the Acquiring Fund, at
the Closing a statement of Assets and Liabilities, including a schedule of the
Assets setting forth for all portfolio securities thereon their adjusted tax
basis and holding period by lot, as of the Closing, certified by the Trust's
Treasurer or Assistant Treasurer. The Custodian shall deliver at the Closing a
certificate of an authorized officer stating that the Assets have been presented
for examination to the Acquiring Fund prior to the Closing Date and have been
delivered in proper form to the Acquiring Fund.
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<PAGE>
3.3. If at the Valuation Time (a) the NYSE or another primary
trading market or markets for portfolio securities of the Acquiring Fund or the
Acquired Fund shall be closed to trading or trading thereon shall be restricted,
or (b) trading or the reporting of trading in such market or markets shall be
disrupted so that accurate appraisal of the value of the net assets of the
Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be
postponed until the first business day after the day when trading shall have
been fully resumed and reporting shall have been restored.
3.4. The Acquired Fund shall cause Dreyfus Transfer, Inc., as
its transfer agent, to deliver at the Closing a certificate of an authorized
officer stating that its records contain the names and addresses of the Acquired
Fund Shareholders and the number and percentage ownership of outstanding
Acquired Fund Shares of each class owned by each such shareholder immediately
prior to the Closing. The Acquiring Fund shall cause Dreyfus Transfer, Inc., as
its transfer agent to deliver to the Secretary or an Assistant Secretary of the
Trust a confirmation, or other evidence satisfactory to the Trust, that the
Acquiring Fund Shares to be credited on the Closing Date have been credited to
the Acquired Fund's account on the books of the Acquiring Fund. At the Closing,
each party shall deliver to the other such bills of sale, checks, assignments,
receipts or other documents as such other party or its counsel may reasonably
request.
4. REPRESENTATIONS AND WARRANTIES.
4.1. The Trust, on behalf of the Acquired Fund, represents and
warrants to the Acquiring Fund, as follows:
(a) The Trust is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts and has power to carry on its business as it is now being
conducted and to carry out this Agreement.
(b) The Trust is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end management investment
company, of which the Acquired Fund is a separate, non-diversified portfolio,
and such registration has not been revoked or rescinded and is in full force and
effect.
(c) The Acquired Fund is a duly established and designated
series of the Trust.
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<PAGE>
(d) The current prospectus and statement of additional
information of the Acquired Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act and the rules and regulations of the Securities and
Exchange Commission (the "SEC") thereunder and do not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(e) The Acquired Fund is not, and the execution, delivery and
performance of this Agreement will not result, in any material violation of the
Trust Instrument or the Trust's By-Laws or of any agreement, indenture,
instrument, contract, lease or other undertaking with respect to the Acquired
Fund to which the Trust is a party or by which it is bound.
(f) The Acquired Fund has no material contracts or other
commitments outstanding that will be terminated with liability to it on or prior
to the Closing Date.
(g) Except as otherwise disclosed in writing to and accepted
by the Acquiring Fund, no litigation or administrative proceeding or
investigation of or before any court or governmental body is currently pending
or to its knowledge threatened against the Trust with respect to the Acquired
Fund or any of the properties or assets thereof that, if adversely determined,
would materially and adversely affect its financial condition or the conduct of
its business. The Trust knows of no facts that might form the basis for the
institution of such litigation, proceeding or investigation, and is not a party
to or subject to the provisions of any order, decree or judgment of any court or
governmental body that materially and adversely affects the Acquired Fund's
business or its ability to consummate the transactions contemplated herein.
(h) The Statements of Assets and Liabilities of the Acquired
Fund for the fiscal years ended June 30, 1995, 1996 and 1997 have been audited
by KPMG Peat Marwick LLP, independent auditors; such statements (copies of which
have been furnished to the Trust, on behalf of the Acquiring Fund) are in
accordance with generally accepted accounting principles, consistently applied,
and such statements fairly reflect the financial condition of the Acquired Fund
as of such dates; and there are no known contingent liabilities of the Acquired
Fund as of such dates not disclosed therein.
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(i) Since June 30, 1997, there has not been any material
adverse change in the Acquired Fund's financial condition, assets, liabilities
or business other than changes occurring in the ordinary course of business, or
any incurrence by the Acquired Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as disclosed on the
statement of Assets and Liabilities referred to in Section 3.2; provided that,
for the purposes of this subparagraph (i), a decline in net asset value per
share of any class of the Acquired Fund shall not constitute a material adverse
change.
(j) At the Closing Date, all federal and other tax returns and
reports of the Acquired Fund required by law to have been filed by such date
shall have been filed, and all federal and other taxes shown as due on such
returns and reports shall have been paid, or provision shall have been made for
the payment thereof; and to the best of the Trust's knowledge no such return is
currently under audit and no assessment has been asserted with respect to any
such return.
(k) The Acquired Fund is a "fund" as defined in section
851(g)(2) of the Code; for each taxable year of its operation ended prior to the
Closing Date, the Acquired Fund met all the requirements of Subchapter M of the
Code ("Subchapter M") for qualification and treatment as a "regulated investment
company"; it will continue to meet all such requirements for its taxable year
that includes the Closing Date; and it has no earnings and profits accumulated
in any taxable year to which the provisions of Subchapter M did not apply to it.
(l) The Liabilities were incurred by the Acquired Fund in the
ordinary course of its business.
(m) The Acquired Fund is not under the jurisdiction of a court
in a proceeding under Title 11 of the United States Code or similar case within
the meaning of section 368(a)(3)(A) of the Code.
(n) Not more than 25% of the value of the Acquired Fund's
total assets (excluding cash, cash items, and U.S. government securities) is
invested in the stock and securities of any one issuer, and not more than 50% of
the value of such assets is invested in the stock and securities of five or
fewer issuers.
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(o) The Acquired Fund will be terminated as soon as reasonably
practicable after the Reorganization, but in all events within six months after
the Closing Date.
(p) All issued and outstanding Acquired Fund Shares are, and
at the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable, except to the extent that under Massachusetts law
shareholders of a business trust may, under certain circumstances, be held
personally liable for its obligations. All of the issued and outstanding
Acquired Fund Shares, at the time of Closing, will be held by the persons and in
the amounts set forth in the records of the transfer agent as provided in
paragraph 3.4. The Acquired Fund does not have outstanding any options, warrants
or other rights to subscribe for or purchase any of the Acquired Fund Shares,
nor is there outstanding any security convertible into any of the Acquired Fund
Shares, except as contemplated herein or in a substantially similar agreement
with the Trust on behalf of [*].
(q) On the Closing Date, the Acquired Fund will have full
right, power and authority to sell, assign, transfer and deliver the Assets.
(r) The execution, delivery and performance of this Agreement
will have been duly authorized prior to the Closing Date by all necessary action
on the part of the Trust's Board of Trustees on behalf of the Acquired Fund;
and, subject to the approval of the Acquired Fund Shareholders and assuming due
authorization, execution and delivery hereof by the Trust on behalf of the
Acquiring Fund, this Agreement will constitute the valid and legally binding
obligation of the Trust, on behalf of the Acquired Fund, enforceable in
accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and to general principles of equity and the discretion of the
court (regardless of whether the enforceability is considered in a proceeding in
equity or at law).
(s) With respect to facts relating to the Acquired Fund, the
prospectus/proxy statement and statement of additional information (the "Proxy
Statement") included in the Registration Statement (as defined in paragraph 5.5)
and the information incorporated by reference into the Registration Statement
(in each case other than information that has been furnished by the Trust, on
behalf of the Acquiring Fund) will, on the effective date of the Registration
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Statement and on the Closing Date, not contain any 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, in light of the circumstances under
which such statements were made, not misleading.
4.2. The Trust, on behalf of the Acquiring Fund, represents and
warrants to the Acquired Fund, as follows:
(a) The Trust is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts and has power to carry on its business as it is now being
conducted and to carry out this Agreement.
(b) The Trust is registered under the 1940 Act as an open-end
management investment company, of which the Acquiring Fund is a separate,
non-diversified portfolio, and such registration has not been revoked or
rescinded and is in full force and effect.
(c) The Acquiring Fund is a duly established and designated
series of the Trust.
(d) The current prospectus and statement of additional
information of the Acquiring Fund conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the SEC thereunder and do not include any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(e) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result, in any material violation of the
Trust Instrument or the Trust's By-Laws or of any agreement, indenture,
instrument, contract, lease or other undertaking with respect to the Acquiring
Fund to which the Trust is a party or by which it is bound.
(f) Except as otherwise disclosed in writing to and accepted
by the Acquired Fund, no litigation or administrative proceeding or
investigation of or before any court or governmental body is currently pending
or to its knowledge threatened against the Trust with respect to the Acquiring
________________________________________________________________________________
[*] Insert as appropriate DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND
or DREYFUS PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND.
A-11
<PAGE>
Fund or any of the properties or assets thereof that, if adversely determined,
would materially and adversely affect its financial condition or the conduct of
its business. The Trust knows of no facts that might form the basis for the
institution of such litigation, proceeding or investigation, and is not a party
to or subject to the provisions of any order, decree or judgment of any court or
governmental body that materially and adversely affects the Acquiring Fund's
business or its ability to consummate the transactions contemplated herein.
(g) The Statement of Assets and Liabilities of the Acquiring
Fund for the fiscal years ended June 30, 1995, 1996 and 1997 has been audited by
KPMG Peat Marwick LLP, independent auditors; such statements (a copy of which
has been furnished to the Trust, on behalf of the Acquired Fund) is in
accordance with generally accepted accounting principles, consistently applied,
and such statement fairly reflects the financial condition of the Acquiring Fund
as of such date; and there are no known contingent liabilities of the Acquiring
Fund as of such date not reflected therein.
(h) Since June 30, 1997, there has not been any material
adverse change in the Acquiring Fund's financial condition, assets, liabilities
or business other than changes occurring in the ordinary course of business, or
any incurrence by the Acquiring Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred; provided that, for the purposes of
this subparagraph (h), a decline in net asset value per share of any class of
the Acquiring Fund shall not constitute a material adverse change.
(i) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund required by law to have been filed by such date
shall have been filed, and all federal and other taxes shown as due on said
returns and reports shall have been paid or provision shall have been made for
the payment thereof; and to the best of the Trust's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to any
such return.
(j) The Acquiring Fund is a "fund" as defined in section
851(g)(2) of the Code; for each taxable year of its operation prior to the
Closing Date, the Acquiring Fund met all the requirements of Subchapter M for
qualification and treatment as a regulated investment company; it will continue
to meet all such requirements for its taxable year that includes the Closing
Date; and it has no earnings and profits accumulated in any taxable year to
which the provisions of Subchapter M did not apply to it.
A-12
<PAGE>
(k) No consideration other than the Acquiring Fund Shares (and
the Acquiring Fund's assumption of the Liabilities) will be issued in exchange
for the Assets in the Reorganization.
(l) The Acquiring Fund has no plan or intention to issue
additional Acquiring Fund Shares following the Reorganization except for shares
issued in the ordinary course of its business as a series of an open-end
investment company; nor does the Acquiring Fund have any plan or intention to
redeem or otherwise reacquire any Acquiring Fund Shares issued to the Acquired
Fund Shareholders pursuant to the Reorganization, other than through redemptions
arising in the ordinary course of that business.
(m) The Acquiring Fund (i) will, after the Reorganization,
continue the historic business that the Acquired Fund conducted before the
Reorganization, (ii) has no plan or intention to sell or otherwise dispose of,
within one year after the Closing Date, more than one-third (1/3) of the Assets
by value, except for dispositions made in the ordinary course of that business
and dispositions necessary to maintain its status as a regulated investment
company, and (iii) will use a significant portion of the Acquired Fund's
historic business assets in that business.
(n) There is no plan or intention for the Acquiring Fund to be
dissolved or merged into another corporation or business trust or any "fund"
thereof (within the meaning of section 851(g)(2) of the Code) following the
Reorganization.
(o) Immediately after the Reorganization (i) not more than 25%
of the value of the Acquiring Fund's total assets (excluding cash, cash items,
and U.S. government securities) will be invested in the stock and securities of
any one issuer and (ii) not more than 50% of the value of such assets will be
invested in the stock and securities of five or fewer issuers.
(p) The Acquiring Fund does not own, directly or indirectly,
nor on the Closing Date will it own, directly or indirectly, nor has it owned,
directly or indirectly, at any time during the past five years, any shares of
the Acquired Fund.
(q) All issued and outstanding Acquiring Fund Shares are, and
(including the Acquiring Fund Shares issued in the Reorganization) at the
Closing will be, duly and validly issued and outstanding, fully paid and
non-assessable except to the extent that under Massachusetts law shareholders of
A-13
<PAGE>
a business trust may, under certain circumstances, be held personally liable for
its obligations. The Acquiring Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any of the Acquiring Fund
Shares, nor is there outstanding any security convertible into any Acquiring
Fund Shares, except as contemplated herein or in a substantially similar
agreement with the Trust on behalf of [*].
(r) The execution, delivery and performance of this Agreement
will have been duly authorized prior to the Closing Date by all necessary
action, if any, on the part of the Trust's Board of Trustees on behalf of the
Acquiring Fund; and, subject to the approval of the Acquired Fund Shareholders
and assuming due authorization, execution and delivery hereof by the Trust on
behalf of the Acquired Fund, this Agreement will constitute the valid and
legally binding obligation of the Trust, on behalf of the Acquiring Fund,
enforceable in accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other similar
laws relating to or affecting creditors' rights generally and court decisions
with respect thereto, and to general principles of equity and the discretion of
the court (regardless of whether the enforceability is considered in a
proceeding in equity or at law).
(s) The Registration Statement (as defined in paragraph 5.5)
and the information incorporated by reference therein (only insofar as it
relates to the Acquiring Fund and is based on information furnished by the Trust
on behalf of Acquiring Fund) will, on the effective date of the Registration
Statement and on the Closing Date, not contain any 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, in light of the circumstances under
which such statements were made, not misleading.
4.3. The Trust, on behalf of the Acquired Fund and the
Acquiring Fund, represents and warrants to the Acquiring Fund and the Acquired
Fund, respectively, as follows:
(a) The fair market value of the Acquiring Fund Shares
received by each Acquired Fund Shareholder will be approximately equal to the
fair market value of its Acquired Fund Shares constructively surrendered in
exchange therefor.
______________________________
[*]Insert DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND OR DREYFUS
PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND, as appropriate.
A-14
<PAGE>
(b) No shareholder owning 5% or more of the shares of the
Acquired Fund will redeem or otherwise dispose of the Acquiring Fund Shares to
be received by such shareholder in the Reorganization, and management of the
Trust is unaware of any plan or intention of any other shareholders of the
Acquired Fund to redeem or otherwise dispose of the Acquiring Fund Shares to be
received by them in the Reorganization, such that, taken together, the Acquired
Fund Shareholders' ownership of Acquiring Fund Shares shall have been reduced to
a number of such shares having a value, as of the date of the Reorganization, of
less than 50% of the value of all the Acquired Fund Shares outstanding as of
that date.
(c) The fair market value on a going concern basis of the
Assets will equal or exceed the Liabilities to be assumed by the Acquiring Fund
and those to which the Assets are subject.
(d) There is no intercompany indebtedness between the Acquired
Fund and the Acquiring Fund that was issued or acquired, or will be settled, at
a discount.
(e) Pursuant to the Reorganization, the Acquired Fund will
transfer to the Acquiring Fund, and the Acquiring Fund will acquire, at least
90% of the fair market value of the net assets, and at least 70% of the fair
market value of the gross assets, held by the Acquired Fund immediately before
the Reorganization. For the purposes of this representation, (i) amounts paid
immediately before the Reorganization by the Acquired Fund or the Acquiring Fund
to shareholders in redemption of Acquiring Fund shares, (ii) amounts used by the
Acquired Fund to pay its Reorganization expenses, and (iii) amounts used by the
Acquired Fund to effect any distributions (except for distributions made to
conform to its policy of distributing all or substantially all of its income and
gains to avoid the obligation to pay federal income tax and/or the excise tax
under section 4982 of the Code) immediately before the Reorganization will be
included as assets thereof held immediately before the Reorganization.
(f) None of the compensation received by any Acquired Fund
Shareholder who is an employee of the Acquired Fund will be separate
consideration for, or allocable to, any of the Acquired Fund Shares held by such
Acquired Fund Shareholder-employee; none of the Acquiring Fund Shares received
by any such Acquired Fund Shareholder-employee will be separate consideration
for, or allocable to, any employment agreement; and the consideration paid to
any such Acquired Fund Shareholder-employee will be for services actually
A-15
<PAGE>
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's-length for similar services.
(g) Immediately following consummation of the Reorganization,
the Acquiring Fund will hold substantially the same assets and be subject to
substantially the same liabilities that the Acquired Fund held or was subject to
immediately prior thereto, in addition to the assets and liabilities the
Acquiring Fund held or was subject to immediately before the Reorganization,
plus any liabilities and expenses of the parties incurred in connection with the
Reorganization;
(h) The Acquiring Fund, the Acquired Fund, and the
shareholders of each will pay their respective expenses, if any, incurred in
connection with the Reorganization (exclusive of expenses of the Acquired Fund
otherwise payable by the Manager under its investment management agreement
advisory with respect to the Acquired Fund, or expenses that are solely and
directly related to the Reorganization in accordance with the guidelines
established in Rev. Rul. 73-54, 1973-1 C.B. 187).
(i) Immediately after the Reorganization, the Acquired Fund
Shareholders will not be in "control" of the Acquiring Fund within the meaning
of section 304(c) of the Code.
5. COVENANTS OF THE ACQUIRED FUND AND THE ACQUIRING FUND.
5.1. The Acquired Fund and the Acquiring Fund each will operate
its respective business in the ordinary course between the date hereof and the
Closing Date, it being understood that such ordinary course of business will
include payment of customary dividends and other distributions.
5.2. The Trust will call a meeting of the Acquired Fund's
shareholders to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.
5.3. Subject to the provisions of this Agreement, the Acquired
Fund and the Acquiring Fund will each take, or cause to be taken, all action,
and do or cause to be done, all things reasonably necessary, proper or advisable
to consummate and make effective the transactions contemplated herein.
5.4. As promptly as practicable, but in any case within sixty
days after the Closing Date, the Trust shall furnish the Acquiring Fund, in such
A-16
<PAGE>
form as is reasonably satisfactory to the Acquiring Fund, a statement of the
earnings and profits of the Acquired Fund for federal income tax purposes that
will be carried over to the Acquiring Fund as a result of Section 381 of the
Code.
5.5. The Trust, on behalf of the Acquired Fund and the
Acquiring Fund, shall cooperate in the provision of all information reasonably
necessary for the preparation and filing of the registration statement of the
Trust relating to the Acquiring Fund Shares on Form N-14, in compliance with the
1933 Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act and,
if applicable, state Blue Sky laws (the "Registration Statement"), including the
Proxy Statement in connection with the meeting of the Acquired Fund's
shareholders to consider approval of this Agreement and the transactions
contemplated herein.
5.6. The Acquiring Fund and the Acquired Fund shall cooperate
in the preparation and filing as promptly as practicable with the SEC of an
application, in form and substance reasonably satisfactory to their counsel, for
exemptive relief from the provisions of Section 17 of the 1940 Act, and from any
other provision of the 1940 Act deemed necessary or advisable by such counsel,
to permit consummation of the Reorganization as contemplated herein (the
"Exemptive Application"). The Acquiring Fund and the Acquired Fund shall use all
reasonable efforts to obtain the relief requested by the Exemptive Application.
5.7. The Acquiring Fund shall use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act
and such of the state Blue Sky or securities laws as it may deem appropriate in
order to continue its operations after the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquired Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following conditions:
6.1. All representations and warranties of the Trust, on behalf
of the Acquired Fund, contained in this Agreement shall be true and correct in
all material respects as of the date hereof and, except as they may be affected
by the transactions contemplated herein, as of the Closing Date with the same
force and effect as if made on the Closing Date and as of the Closing.
A-17
<PAGE>
6.2. The Trust, on behalf of the Acquired Fund, shall have
delivered to the Acquiring Fund at the Closing a certificate executed in its
name by its President or a Vice President, in form and substance reasonably
satisfactory to the Acquiring Fund, to the effect that the Trust's
representations and warranties, on behalf of the Acquired Fund, made in this
Agreement are true and correct at and as of the Closing, except as they may be
affected by the transactions contemplated herein, and as to such other matters
as the Acquiring Fund shall reasonably request.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following conditions:
7.1. All representations and warranties of the Trust, on behalf
of the Acquiring Fund, contained in this Agreement shall be true and correct in
all material respects as of the date hereof and, except as they may be affected
by the transactions contemplated herein, as of the Closing Date with the same
force and effect as if made on the Closing Date and as of the Closing.
7.2. The Trust, on behalf of the Acquiring Fund, shall have
delivered to the Acquired Fund at the Closing a certificate executed in its name
by its President or a Vice President, in form and substance reasonably
satisfactory to the Acquired Fund, to the effect that the Trust's
representations and warranties, on behalf of the Acquiring Fund, made in this
Agreement are true and correct at and as of the Closing, except as they may be
affected by the transactions contemplated herein, and as to such other matters
as the Acquired Fund shall reasonably request.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND AND
THE ACQUIRING FUND.
If any of the conditions set forth below does not exist on or before
the Closing Date with respect to the Acquired Fund or the Acquiring Fund, the
other party to this Agreement, at its option, shall not be required to
consummate the transactions contemplated herein.
A-18
<PAGE>
8.1. This Agreement and the transactions contemplated herein
shall have been approved by the requisite vote of the holders of the outstanding
Acquired Fund Shares in accordance with the provisions of Trust Instrument and
the 1940 Act.
8.2. On the Closing Date, no action, suit or other proceeding
shall be pending before any court or governmental agency in which it is sought
to restrain or prohibit, or obtain damages or other relief in connection with,
this Agreement or the transactions contemplated herein.
8.3. All consents of other parties and all other consents,
orders and permits of federal, state and local regulatory authorities (including
those of the SEC and of state Blue Sky and securities authorities) deemed
necessary by the Acquired Fund or the Acquiring Fund to permit consummation, in
all material respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain any such consent, order or permit would
not involve a risk of a material adverse effect on the assets or properties of
the Acquired Fund or the Acquiring Fund.
8.4. The Registration Statement shall have become effective
under the 1933 Act, and no stop orders suspending the effectiveness thereof
shall have been issued, and, to the best knowledge of the parties hereto, no
investigation or proceeding for that purpose shall have been instituted or be
pending, threatened or contemplated under the 1933 Act.
8.5. The relief requested by the Exemptive Application shall
have been granted in form and substance reasonably satisfactory to the counsel
for the Acquiring Fund and the Acquired Fund.
8.6. The Acquired Fund shall have declared a dividend and/or
other distributions that, together with all previous dividends and other
distributions, shall have the effect of distributing to the Acquired Fund's
shareholders all of the Acquired Fund's investment company taxable income for
all taxable years ended prior to the Closing Date and for its current taxable
year through the Closing Date (computed without regard to any deduction for
dividends paid) and all net capital gain realized in all such taxable years
(after reduction for any capital loss carryforward).
8.7. The Trust shall have received an opinion of Kirkpatrick &
Lockhart LLP, counsel to the Trust, in a form reasonably satisfactory to the
Manager, as to the federal income tax consequences mentioned below ("Tax
A-19
<PAGE>
Opinion"). In rendering the Tax Opinion, such counsel may rely as to factual
matters, exclusively and without independent verification, on the
representations made in this Agreement (or in separate letters addressed to such
counsel) and the certificates delivered pursuant to paragraphs 6.2 and 7.2. The
Tax Opinion shall be substantially to the effect that, based on the facts and
assumptions stated therein and conditioned on consummation of the Reorganization
in accordance with this Agreement, for federal income tax purposes:
(a) The Acquired Fund's transfer of the Assets to the
Acquiring Fund in exchange solely for the Acquiring Fund Shares and the
assumption by the Acquiring Fund of the Liabilities, followed by the Acquired
Fund's distribution of those shares to the Acquired Fund Shareholders
constructively in exchange for their Acquired Fund Shares, will constitute a
"reorganization" within the meaning of section 368(a)(1)(C) of the Code, and
each of the Acquiring Fund and the Acquired Fund will be a "party to a
reorganization" within the meaning of section 368(b) of the Code;
(b) No gain or loss will be recognized to the Acquired Fund on
the transfer of the Assets to the Acquiring Fund in exchange solely for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of the
Liabilities or on the subsequent distribution of those Acquiring Fund Shares to
the Acquired Fund Shareholders in constructive exchange for their Acquired Fund
Shares;
(c) No gain or loss will be recognized to the Acquiring Fund
on its receipt of the Assets in exchange solely for the Acquiring Fund Shares
and the assumption by the Acquiring Fund of the Liabilities;
(d) The Acquiring Fund's basis for the Assets will be the same
as the Acquired Fund's basis therefor immediately before the Reorganization, and
the Acquiring Fund's holding period for the Assets will include the period
during which the Assets were held by the Acquired Fund;
(e) No gain or loss will be recognized to an Acquired Fund
Shareholder on distribution thereto of Acquiring Fund Shares constructively in
exchange for all of such shareholder's Acquired Fund Shares; and
A-20
<PAGE>
(f) An Acquired Fund Shareholder's basis for the Acquiring
Fund Shares to be received by such shareholder in the Reorganization will be the
same as the basis for such shareholder's Acquired Fund Shares to be
constructively surrendered in exchange for those Acquiring Fund Shares; and such
shareholder's holding period for those Acquiring Fund Shares will include such
shareholder's holding period for those Acquired Fund Shares, provided they are
held as capital assets by such shareholder on the Closing Date. Notwithstanding
anything in this paragraph 8.7, the Tax Opinion may state that no opinion is
expressed as to the effect of the Reorganization on the Acquired Fund, the
Acquiring Fund or any Acquired Fund Shareholder with respect to any asset as to
which any unrealized gain or loss is required to be recognized for federal
income tax purposes at the end of a taxable year (or on the termination or
transfer thereof) under a mark-to-market system of accounting.
9. TERMINATION OF AGREEMENT.
9.1. This Agreement and the transactions contemplated hereby
may be terminated and abandoned by resolution of the Board of Trustees of the
Trust any time prior to the Closing (notwithstanding any vote of the Acquired
Fund's shareholders) if:
(a) circumstances should develop that, in the opinion of the
Board, on behalf of the Acquiring Fund and/or the Acquired Fund, make proceeding
with this Agreement inadvisable;
(b) a material breach by the other party of any
representation, warranty or agreement contained herein has occurred; or
(c) a condition to the obligation of the terminating party
cannot reasonably be met.
9.2. If this Agreement is terminated and the Reorganization is
abandoned pursuant to the provisions of this Section 9, this Agreement shall
become void and have no effect, without any liability on the part of any party
hereto or the Trustees, officers or shareholders of the Trust or of the Acquired
Fund, or the Acquiring Fund, as the case may be, in respect of this Agreement.
A-21
<PAGE>
10. WAIVER.
At any time prior to the Closing Date, any of the foregoing
conditions set forth in Sections 6, 7 and 8 (other than paragraphs 8.1 and 8.7)
may be waived by the Board of Trustees of the Trust, on behalf of the Acquired
Fund, or the Acquiring Fund, as the case may be, if, in their judgment, such
waiver will not have a material adverse effect on the benefits intended under
this Agreement to the shareholders of the Acquired Fund or of the Acquiring
Fund, as the case may be.
11. EXPENSES OF THE REORGANIZATION.
The Acquiring Fund and the Acquired Fund shall bear the aggregate
expenses incurred in connection with the Reorganization PRO RATA in proportion
to their respective net assets, as of the Closing Date if the Reorganization is
consummated or, if the Reorganization is not consummated, as of the date this
Agreement is terminated or the Reorganization is abandoned; and, if the
Reorganization is consummated, such expenses will be charged against the assets
of the relevant Fund at or before the Valuation Time.
12. MISCELLANEOUS.
12.1. None of the representations and warranties included or
provided for herein shall survive consummation of the Reorganization.
12.2. This Agreement constitutes the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and merges and supersedes all prior discussions, agreements and
understandings of every kind and nature between them relating to the subject
matter hereof. Neither party shall be bound by any condition, definition,
warranty or representation, other than as set forth or provided in this
Agreement or as may be, on or subsequent to the date hereof, set forth in a
writing signed by the party to be bound thereby.
12.3. Copies of the Trust Instrument are on file with the Trust.
This Agreement is executed by the undersigned officers on behalf of the Trust
(on behalf of the Acquired Fund and the Acquiring Fund), and not on behalf of
such officers or Trustees of the Trust as individuals. The obligations of the
Trust under this Agreement are not binding upon any of their respective
A-22
<PAGE>
Trustees, officers, shareholders or partners individually. The obligations of
the Trust hereunder, on behalf of the Acquired Fund and the Acquiring Fund, are
binding only upon the assets and property of the respective Fund on behalf of
which they are undertaken.
12.4. This Agreement shall be governed and construed in
accordance with the internal laws of the State of New York, without giving
effect to principles of conflict of laws; provided, however, that the due
authorization, execution and delivery of this Agreement by the Trust shall be
governed and construed in accordance with the internal laws of the Commonwealth
of Massachusetts, without giving effect to principles of conflict of laws; and
provided further that, in the case of any conflict between any such laws and the
federal securities laws, the latter shall govern.
12.5. This Agreement may be executed in counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
12.6. This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by
either party without the written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason of
this Agreement.
A-23
<PAGE>
IN WITNESS WHEREOF, the Trust, on behalf of the Acquired Fund and
the Acquiring Fund, has caused this Agreement and Plan of Reorganization to be
executed and attested on its behalf by its duly authorized representatives as of
the date first above written.
THE DREYFUS/LAUREL TAX-FREE
MUNICIPAL FUNDS,
on behalf of
DREYFUS PREMIER LIMITED TERM
MUNICIPAL FUND
ATTEST: _____________________ By________________________________
THE DREYFUS/LAUREL TAX-FREE
MUNICIPAL FUNDS,
on behalf of
[*]
ATTEST:______________________ By________________________________
[*]Insert as appropriate DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND
or DREYFUS PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND.
A-24
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
OF
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
A SERIES OF THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
1-800-645-6561
DATED JULY 21, 1998
This Statement of Additional Information, which is not a Prospectus,
relates to the acquisition of the Class A, Class B, Class C and Class R shares
of Dreyfus Premier Limited Term California Municipal Fund and Dreyfus Premier
Limited Term New York Municipal Fund (together, the "Acquired Funds"), each a
portfolio of The Dreyfus/Laurel Tax Free Municipal Funds, (formerly known as The
Laurel Tax-Free Municipal Funds) ("Trust"), by Dreyfus Premier Limited Tax
Municipal Fund (the "Acquiring Fund"), a portfolio of the Trust, and supplements
and should be read in conjunction with the Prospectus/Proxy Statement dated July
21, 1998 (the "Proxy Statement"). To obtain a copy of the Proxy Statement,
please write to the Acquiring Fund at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11566-0144, or call toll-free 1-800-645-6561.
This Statement of Additional Information incorporates by reference the
following documents, a copy of each of which accompanies this Statement of
Additional Information:
A. The Statement of Additional Information of the Acquiring Fund and
the Acquired Funds dated November 1, 1997, previously filed on
EDGAR, Accession number 0000717341-97-000014.
B. The Acquiring Fund's audited financial statements for the fiscal
period ended June 30, 1997, previously filed on EDGAR, Accession
number 0000717341-97-000009.
C. The Acquiring Fund's unaudited financial statements as at December
31, 1997, previously filed on EDGAR. Accession number
0000717341-98-000004.
D. The Acquired Funds' audited financial statements for the fiscal
period ended June 30, 1997, previously filed on EDGAR, Accession
number 0000717341-97-000009.
E. The Acquired Funds' unaudited financial statements as at December
31, 1997, previously filed on EDGAR Accession number
0000717341-98-000004.
The following are pro forma financial statements of the Acquiring Fund and
the Acquired Funds giving effect to the proposed Reorganization described in the
Proxy as of December 31, 1997:
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS PREMIER
LIMITED TERM MUNICIPAL FUND
DREYFUS PREMIER
LIMITED TERM CALIFORNIA MUNICIPAL FUND
DREYFUS PREMIER
LIMITED TERM NEW YORK MUNICIPAL FUND
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
DREYFUS
<PAGE>
TABLE OF CONTENTS
PAGE
PRO FORMA STATEMENT OF INVESTMENTS.......................................... 3
STATEMENT OF FINANCIAL FUTURES.............................................. 17
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES............................... 18
PRO FORMA STATEMENT OF OPERATIONS........................................... 20
NOTES TO FINANCIAL STATEMENTS............................................... 21
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
LONG-TERM MUNICIPAL INVESTMENTS-97.3%
- -------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alaska-1.4%
Anchorage Port and Term Facilities,
Revenue, Refunding
6%, 2/1/2003 (Insured; MBIA)....... $1,110,000 $ - $ - $1,110,000 $1,200,554 $ - $ - $1,200,554
Arizona-3.1%
Maricopa County Unified School District
Number 69 (Paradise Valley)
6.35%, 7/1/2010 (Insured; MBIA).... 550,000 - - 550,000 643,880 - - 643,880
Mesa, Refunding 5.90%, 7/1/2000
(Insured; AMBAC)....... 500,000 - - 500,000 523,360 - - 523,360
Phoenix, Refunding 6.25%, 7/1/2016... 1,250,000 - - 1,250,000 1,458,775 - - 1,458,775
Arkansas-.6%
North Little Rock, Electric Revenue,
Refunding 6%, 7/1/2001
(Insured; MBIA).................... 500,000 - - 500,000 532,865 - - 532,865
California-26.0%
Alameda County, COP, Refunding
(Capital Projects)
5.25%, 6/1/2005 (Insured; AMBAC)... 1,000,000 - - 1,000,000 1,057,270 - - 1,057,270
State of California:
6.80%, 10/1/2005................... - 700,000 - 700,000 - 816,403 - 816,403
6.60%, 10/1/2005................... - 510,000 - 510,000 - 602,881 - 602,881
California Educational Facilities
Authority, College and
University Revenue,
Refunding (Los Angeles College
Chiropractic) 5.75%, 11/1/2006..... - 780,000 - 780,000 - 826,440 - 826,440
California Health Facilities Finance
Authority, Lease Revenue, Refunding
(Presbyterian Hospital) 5.50%, 5/1/2007
(Insured; MBIA).................... - 500,000 - 500,000 - 541,575 - 541,575
California Housing Finance Agency, Home
Mortgage Revenue
5.65%, 8/1/2006 (Insured;MBIA)..... - 655,000 - 655,000 - 691,450 - 691,450
5.65%, 8/1/2017 (Insured;MBIA)..... - 400,000 - 400,000 - 410,588 - 410,588
California Public Works Board, Lease
Revenue:
(Corcoran State Prison) 7%,
9/1/1998.......................... - 200,000 - 200,000 - 202,526 - 202,526
High Technology Facilities (Berkeley
Campus) 7.20%, 3/1/2001............ - 150,000 - 150,000 - 153,851 - 153,851
Refunding (California State University)
5.50%, 10/1/2007................... - 500,000 - 500,000 - 540,800 - 540,800
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
California (continued)
California Rural Home Mortgage Finance
Authority, Single Family
Mortgage Revenue
5.75%, 8/1/2009 (Guaranteed; FNMA)... $ - $ 525,000 $ - $ 525,000 $ - $547,538 $ - $ 547,538
Elk Grove Unified School District,
Special Tax Revenue, Refunding
(Community Facilities District No. 1)
6.50%, 12/1/2006 (Insured; AMBAC).... - 400,000 - 400,000 - 467,560 - 467,560
Franklin-McKinley School District,
Refunding 5.20%, 7/1/2004
(Insured; MBIA)...................... - 375,000 - 375,000 - 397,556 - 397,556
Kern High School District, Refunding
6.40%, 2/1/2012 (Insured; MBIA)...... - 750,000 - 750,000 - 875,505 - 875,505
Los Angeles, Wastewater System Revenue
7.10%, 11/1/1998..................... - 150,000 - 150,000 - 153,390 - 153,390
Los Angeles County Metropolitan
Transportation Authority,
Sales Tax Revenue
8%, 7/1/2000 (Insured; AMBAC)........ - 500,000 - 500,000 - 548,010 - 548,010
Los Angeles County Transportation
Commission, Sales Tax Revenue,
Refunding 6.80%, 7/1/1999............ - 150,000 - 150,000 - 156,345 - 156,345
Metropolitan Water District of Southern
California, Waterworks Revenue
6.375%, 7/1/2002..................... - 835,000 - 835,000 - 913,139 - 913,139
Modesto, Wastewater Treatment Facilities
Revenue 6%, 11/1/2009
(Insured; MBIA)...................... - 500,000 - 500,000 - 570,910 - 570,910
Northern California, Transmission
Revenue, Refunding (Project No. 1)
6.25%, 8/15/2000 (Insured; MBIA)..... - 360,000 - 360,000 - 373,270 - 373,270
Northern California, Transmission
Revenue, Refunding (California-Oregon
Transmission) 5.25%, 5/1/2008
(Insured; MBIA)...................... 1,000,000 - - 1,000,000 1,074,030 - - 1,074,030
Redding JT Powers Financing Authority,
Electrical Systems Revenue
5.25%, 6/1/2015 (Insured; MBIA)...... - 670,000 - 670,000 - 684,318 - 684,318
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
California (continued)
Rio Linda Unified School District,
Refunding
6%, 8/1/2007 (Insured; FSA).......... $ - $ 400,000 $ - $ 400,000 $ - $450,924 $ - $ 450,924
Riverside County Transportation
Commission, Sales Tax Revenue:
6.50%, 6/1/2001 (Insured; AMBAC)..... - 520,000 - 520,000 - 562,541 - 562,541
Refunding, 6%, 6/1/2009
(Insured; FGIC)...................... - 500,000 - 500,000 - 569,005 - 569,005
Sacramento Municipal Utilities District,
Electrical Revenue
6.30%, 9/1/2001 (Insured; MBIA)...... - 500,000 - 500,000 - 540,245 - 540,245
San Diego County Regional Transportation
Commission, Sales Tax Revenue
6%, 4/1/2004 (Insured; FGIC)......... - 750,000 - 750,000 - 826,725 - 826,725
San Francisco Bay Area Rapid Transit
District, Sales Tax Revenue, Refunding
6.70%, 7/1/2000...................... - 500,000 - 500,000 - 532,920 - 532,920
San Francisco City and County Airport
Commission, International Airport
Revenue 5.625%, 5/1/2006
(Insured; FGIC)...................... - 500,000 - 500,000 - 541,770 - 541,770
San Francisco City and County Public
Utilities Commssion,
Water Revenue, Refunding:
6%, 11/1/2003........................ - 750,000 - 750,000 - 824,033 - 824,033
6.375%, 11/1/2006.................... - 500,000 - 500,000 - 552,255 - 552,255
San Jose Redevelopment Agency, Tax
Allocation (Merged Area Redevelopment
Project) 6%, 8/1/2009
(Insured; MBIA)...................... - 625,000 - 625,000 - 712,219 - 712,219
Santa Margarita-Dana Point Authority,
Revenue, Refunding
7.25%, 8/1/2007 (Insured; MBIA)...... - 500,000 - 500,000 - 613,280 - 613,280
San Mateo County Transit District, Sales
Tax Revenue, Refunding
6.20%, 6/1/1999 (Insured; MBIA)...... - 100,000 - 100,000 - 102,975 - 102,975
Santa Rosa, Wastewater Revenue
6.20%, 9/1/2003 (Prerefunded 9/1/2002)
(Insured; FGIC) (a).................. - 350,000 - 350,000 - 385,595 - 385,595
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
California (continued)
Simi Valley Unified School District,
Refunding 6.25%, 8/1/2004 (Insured;
FGIC)................................ $ - $ 700,000 $ - $ 700,000 $ - $781,676 $ - $ 781,676
Southern California Public Power
Authority, Power Project Revenue,
Refunding (Hydroelectric-Hoover
Uprating Project) 6.30%, 10/1/2002... - 420,000 - 420,000 - 459,766 - 459,766
Tri-City Hospital District, Revenue,
Refunding 6%, 2/15/2005
(Insured; MBIA)...................... - 500,000 - 500,000 - 553,840 - 553,840
Westside Unified School District,
Refunding 6%, 8/1/2014
(Insured; AMBAC)..................... - 385,000 - 385,000 - 437,876 - 437,876
Connecticut-1.9%
Connecticut, Special Tax Obligation
Revenue (Transportation Infrastructure)
5.25%, 10/1/1999 (Insured; FGIC)..... 1,000,000 - - 1,000,000 1,023,070 - - 1,023,070
Stamford 6.60%, 1/15/2007.............. 500,000 - - 500,000 584,140 - - 584,140
Florida-3.3%
Dade County:
Sales Tax Revenue, Refunding 6%,
10/1/2002 (Insured; AMBAC)........... 1,000,000 - - 1,000,000 1,082,070 - - 1,082,070
Water and Sewer System Revenue
6.25%, 10/1/2008 (Insured; FGIC)..... 535,000 - - 535,000 620,006 - - 620,006
Miami Health Facilities Authority,
Health Facilities Revenue
(Mercy Hospital Project)
6.75%, 8/1/2020 (Insured; AMBAC)
(Prerefunded 8/1/2001) (a)........... 1,000,000 - - 1,000,000 1,105,260 - - 1,105,260
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
Georgia-1.2%
Georgia Municipal Electric Authority,
Power Revenue, Refunding
6%, 1/1/2006......................... $ 900,000 $ - $ - $ 900,000 $ 987,642 $ - $ - $ 987,642
Illinois-3.4%
Chicago Metropolitan Water Reclamation
District (Chicago Capital Improvement)
7.25%, 12/1/2012..................... 1,000,000 - - 1,000,000 1,262,490 - - 1,262,490
Illinois Development Finance Authority,
PCR, Refunding (Central Illinois
Public Service Company) 5.70%,
8/15/2026............................ 750,000 - - 750,000 767,378 - - 767,378
Regional Transportation Authority
7.75%, 6/1/2012 (Insured; FGIC)...... 390,000 - - 390,000 510,140 - - 510,140
Sangamon County School District Number
186 (Springfield)
7.70%, 6/1/2001 (Insured; MBIA)...... 300,000 - - 300,000 334,791 - - 334,791
Indiana-.7%
Indiana Transportation Finance Authority,
Highway Revenue 7.875%, 12/1/2011
(Insured; MBIA) (Prerefunded
12/1/1998) (a)...................... 50,000 - - 50,000 52,810 - - 52,810
Indianapolis Airport Authority, Special
Facilities Revenue (Federal Express
Corp. Project) 7.10%, 1/15/2017...... 500,000 - - 500,000 560,855 - - 560,855
Iowa-1.2%
Iowa Student Loan Liquidity Corp.,
Student Loan Revenue, Refunding
5.65%, 12/1/2005..................... 1,000,000 - - 1,000,000 1,053,690 - - 1,053,690
Kentucky-1.4%
Kentucky Turnpike Authority,
Economic Development Road Revenue,
Refunding (Revitalization Projects)
6.50%, 7/1/2007 (Insured; AMBAC)..... 1,000,000 - - 1,000,000 1,163,320 - - 1,163,320
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
Maryland-1.8%
Maryland, State and Local Facilities
Loan 5.25%, 6/15/2006 ............... $1,400,000 $ - $ - $1,400,000 $1,495,984 $ - $ - $1,495,984
Massachusetts-2.9%
Massachusetts, Special Obligation
Revenue 7%, 6/1/2002................. 1,000,000 - - 1,000,000 1,115,300 - - 1,115,300
Massachusetts Turnpike Authority,
Metropolitian Highway System Revenue
5%, 1/1/2037 (Insured; MBIA)......... 500,000 - - 500,000 484,990 - - 484,990
Worcester, Refunding (Municipal Purpose)
6.25%, 7/1/2009 (Insured; MBIA)...... 720,000 - - 720,000 832,507 - - 832,507
Michigan-4.4%
Berkley City School District (Qualified
School Board Loan Fund)
7%, 1/1/2009 (Insured; FGIC)......... 1,030,000 - - 1,030,000 1,249,998 - - 1,249,998
Comstock Park Public Schools 6%,
5/1/2016 (Prerefunded 5/1/1999)(a)... 50,000 - - 50,000 52,284 - - 52,284
Flowerville Community School District
6.50%, 5/1/2006 (Insured; MBIA)...... 555,000 - - 555,000 636,496 - - 636,496
Lance Creuse Public Schools, Refunding
5%, 5/1/2004 (Insured; AMBAC)........ 1,140,000 - - 1,140,000 1,189,738 - - 1,189,738
Saint John's Public Schools (Qualified
School Board Loan Fund)
6.50%, 5/1/2006 (Insured; FGIC)...... 525,000 - - 525,000 603,272 - - 603,272
Mississippi-.7%
Mississippi Higher Education
Assistance Corporation,
Student Loan Revenue
6.05%, 9/1/2007...................... 565,000 - - 565,000 597,911 - - 597,911
Nebraska-1.2%
Omaha, Refunding 4.70%, 5/1/2003....... 1,000,000 - - 1,000,000 1,027,610 - - 1,027,610
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
New Jersey-3.1%
Cumberland County Improvement
Authority, SWDR
6%, 1/1/2001 (Insured; FGIC)......... $ 500,000 $ - $ - $ 500,000 $ 520,320 $ - $ - $ 520,320
Ocean County Utilities Authority,
Wastewater Revenue, Refunding
5%, 1/1/2004......................... 1,000,000 - - 1,000,000 1,040,970 - - 1,040,970
New Jersey Transportation Corporation,
Capital Grant Anticipation Notes
5.50%, 9/1/2003 (Insured; FSA)....... 1,000,000 - - 1,000,000 1,057,380 - - 1,057,380
New York-15.2%
Albany County 7%, 10/1/2000 (Insured;
FGIC, Prerefunded 10/1/1999) (a)..... - - 125,000 125,000 - - 135,044 135,044
Amherst, Public Improvement 6.20%,
4/1/2002 (Insured; FGIC)............. - - 150,000 150,000 - - 162,343 162,343
Deer Park Union Free School District
5%, 6/15/2005 (Insured; MBIA)........ - - 200,000 200,000 - - 208,988 208,988
Erie County Water Authority, Water
Revenue, Refunding:
6.65%, 12/1/1999 (Insured; AMBAC).... - - 250,000 250,000 - - 262,592 262,592
7%, 12/1/2000 (Insured; AMBAC)....... - - 200,000 200,000 - - 216,354 216,354
Greece Central School District 6%,
6/15/2010............................ - - 225,000 225,000 - - 255,640 255,640
Town of Hempstead 6.30%, 1/1/2002
(Insured; AMBAC)..................... - - 150,000 150,000 - - 161,889 161,889
Metropolitan Transportation Authority,
Transporation Facilities Revenue
6.30%, 7/1/2007 (Insured; MBIA)...... - - 250,000 250,000 - - 286,350 286,350
Monroe County, Public Improvement 7%,
6/1/2003 (Insured; FGIC)............. - - 200,000 200,000 - - 227,254 227,254
Municipal Assistance Corporation for
New York City:
7.10%, 7/1/2000...................... - - 100,000 100,000 - - 106,442 106,442
6%, 7/1/2005 (Insured; AMBAC)........ - - 100,000 100,000 - - 110,868 110,868
Nassau County:
7%, 7/1/2002 (Insured; AMBAC,
Prerefunded 7/1/2000) (a) - - 100,000 100,000 - - 108,038 108,038
6.30%, 11/1/2003 (Insured; FGIC)..... - - 200,000 200,000 - - 221,298 221,298
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
New York (continued)
New York City:
5.75%, 8/1/2012...................... $ 445,000 $ - $ 100,000 $ 545,000 $ 467,019 $ - $ 104,948 $ 571,967
Refunding:
7%, 8/1/2006......................... - - 300,000 300,000 - - 346,425 346,425
6.20%, 8/1/2007...................... 1,000,000 - - 1,000,000 1,087,970 - - 1,087,970
New York City Municipal Water Finance
Authority, Water and Sewer Systems
Revenue 5.50%, 6/15/2027
(Insured; MBIA)...................... - - 250,000 250,000 - - 257,815 257,815
New York State, Refunding 6.25%,
8/15/2004............................ 1,000,000 - 200,000 1,200,000 1,111,770 - 222,354 1,334,124
New York State Dormitory Authority,
Revenue:
(Consolidated City University) 5.75%,
7/1/2018 (Insured; FSA).............. - - 200,000 200,000 - - 221,420 221,420
(FIT Student Housing) 5.75%, 7/1/2006
(Insured; AMBAC)..................... - - 130,000 130,000 - - 142,431 142,431
Refunding:
(Mental Health Services Facilities)
6%, 8/15/2005........................ 1,000,000 - 260,000 1,260,000 1,094,140 - 284,476 1,378,616
(Vassar College) 6%, 7/1/2005........ - - 250,000 250,000 - - 278,440 278,440
(Rochester Institute of Technology)
5.50%, 7/1/2006 (Insured; MBIA)...... - - 200,000 200,000 - - 216,346 216,346
(State University Educational)
7.125%, 5/15/2009 (Insured; FGIC)
(Prerefunded 5/15/1999) (a).......... 200,000 - - 200,000 212,124 - - 212,124
New York State Environmental Facilities
Corporation, PCR Water Revolving Fund:
7.50%, 6/15/2012................... 500,000 - - 500,000 548,245 - - 548,245
Refunding 5.50%, 6/15/2006 (Insured;
MBIA).............................. - - 200,000 200,000 - - 216,284 216,284
New York State Local Government
Assistance Corporation
6.375%, 4/1/2000..................... - - 200,000 200,000 - - 210,064 210,064
New York State Mortgage Agency,
Homeowner Mortgage Revenue
7.50%, 10/1/1998..................... - - 45,000 45,000 - - 45,773 45,773
New York State Power Authority, General
Purpose Revenue 7%, 1/1/2018
(Prerefunded 1/1/2010) (a)........... - - 300,000 300,000 - - 365,367 365,367
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
New York (continued)
New York State Thruway Authority
(Emergency Highway Construction and
Reconstruction) 6%, 3/1/2002
(Insured; FSA)....................... $ - $ - $ 200,000 $ 200,000 $ - $ - $ 214,248 $ 214,248
New York State Urban Development
Corporation, Refunding
(Corporation Purpose) 5.50%,
7/1/2005............................. - - 200,000 200,000 - - 215,380 215,380
Orange County:
5.10%, 11/15/2002.................... - - 130,000 130,000 - - 135,799 135,799
Refunding 5.50%, 11/15/2007.......... - - 250,000 250,000 - - 272,233 272,233
Oyster Bay 7.125%, 4/15/2000 (Insured;
FGIC)................................ - - 180,000 180,000 - - 192,343 192,343
Port Washington Union Free School
District 6%, 8/1/2001................ - - 125,000 125,000 - - 133,135 133,135
Suffolk County, Public Improvement
7%, 4/1/2002 (Insured; MBIA,
Prerefunded 4/1/2001) (a)............ - - 150,000 150,000 - - 162,475 162,475
Tompkins County 5.25%, 9/15/2003....... - - 250,000 250,000 - - 263,568 263,568
Triborough Bridge and Tunnel Authority,
General Purpose Revenue:
7.40%, 1/1/2003 (Prerefunded
1/1/1999) (a)........................ - - 200,000 200,000 - - 210,120 210,120
7%, 1/1/2011
(Prerefunded 1/1/1999) (a)........... 100,000 - 150,000 250,000 104,671 - 157,007 261,678
Refunding:
5.75%, 1/1/2005.................... - - 250,000 250,000 - - 272,342 272,342
5.90%, 1/1/2007.................... - - 100,000 100,000 - - 111,017 111,017
Westchester County 6.625%, 11/1/2004... - - 250,000 250,000 - - 286,663 286,663
Western Nassau County Water Authority,
Water Systems Revenue 5.50%, 5/1/2004
(Insured; AMBAC)..................... - - 250,000 250,000 - - 267,793 267,793
North Carolina-1.8%
Charlotte, Refunding 5.50%, 7/1/2004... 1,405,000 - - 1,405,000 1,494,105 - - 1,494,105
North Carolina Eastern Municipal Power
Agency, Power System Revenue,
Refunding 8%, 1/1/2021
(Prerefunded 1/1/1998) (a)........... 5,000 - - 5,000 5,100 - - 5,100
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
Ohio-.9%
Clermont County, Hospital Facilities
Revenue, Refunding
(Mercy Health System) 5.25%, 9/1/2003
(Insured; AMBAC)..................... $ 685,000 $ - $ - $ 685,000 $ 719,134 $ - $ - $ 719,134
Oregon-.3%
Tri County Metropolitan Transportation
District (Light Rail Extension)
5.60%, 7/1/2003...................... 250,000 - - 250,000 266,608 - - 266,608
Pennsylvania-2.6%
Pennsylvania Intergovernmental Coop
Authority, Special Tax Revenue
(City of Philadelphia Funding Program)
6.80%, 6/15/2022
(Prerefunded 6/15/2002) (a).......... 1,000,000 - - 1,000,000 1,105,990 - - 1,105,990
Somerset County General Authority,
Commonwealth LR
6.70%, 10/15/2003 (Insured; FGIC)
(Prerefunded 10/15/2001) (a)......... 1,000,000 - - 1,000,000 1,090,850 - - 1,090,850
South Carolina-.6%
Anderson County, Hospital Facilities
Revenue (Anderson Memorial Hospital)
7.50%, 2/1/2018 (Insured; MBIA)
(Prerefunded 2/1/1998) (a)........... 500,000 - - 500,000 511,515 - - 511,515
Tennessee-.6%
Louden County Industrial Development
Board, SWDR (Kimberly-Clark
Corporation Project)
6.20%, 2/1/2023...................... 500,000 - - 500,000 532,165 - - 532,165
Texas-5.4%
Austin, Utility System Revenue
8%, 11/15/2016 (Prerefunded
5/15/2001) (a)....................... 200,000 - - 200,000 224,520 - - 224,520
Fort Bend Independent School District,
Refunding (Permanent School Fund
Guaranteed) 6.60%, 2/15/2004......... 875,000 - - 875,000 985,171 - - 985,171
Lewisville Independent School District
(Building Bonds) (Permanent School
Fund Guaranteed):
7.50%, 8/15/2006................... 650,000 - - 650,000 794,710 - - 794,710
7.50%, 8/15/2007................... 600,000 - - 600,000 742,992 - - 742,992
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
Texas (continued)
Mesquite, Independent School District,
Refunding 5%, 8/15/2007.............. $1,000,000 $ - $ - $1,000,000 $1,045,810 $ - $ - $1,045,810
Red River Authority, PCR (Hoechst
Celanese Corp. Project)
6.875%, 4/1/2017..................... 750,000 - - 750,000 818,888 - - 818,888
Utah-.7%
Intermountain Power Agency, Power
Supply Revenue, Refunding
6.25%, 7/1/2009 (Insured; FSA)....... 500,000 - - 500,000 577,645 - - 577,645
Vermont-1.6%
Vermont Educational and Health
Buildings Financing Agency, Revenue
(Middlebury College Project)
6%, 11/1/2003........................ 1,260,000 - - 1,260,000 1,377,545 - - 1,377,545
Virginia-1.3%
Virginia Transportation Board,
Transportation Contract Revenue,
Refunding (Route 28 Project)
6%, 4/1/2005......................... 1,000,000 - - 1,000,000 1,080,789 - - 1,080,789
Washington-2.1%
Washington Public Power Supply System,
Revenue, Refunding (Nuclear
Project No. 1):
6%, 7/1/2006 (Insured; MBIA)....... 500,000 - - 500,000 552,865 - - 552,865
7%, 7/1/2008....................... 1,000,000 - - 1,000,000 1,182,969 - - 1,182,969
Wisconsin-.6%
Wisconsin, Health and Educational
Facilities Revenue (Aurora Medical
Group Inc.) 5.75%, 11/15/2007
(Insured; FSA)....................... 500,000 - - 500,000 548,969 - - 548,969
U.S. Related-5.3%
Commonwealth of Puerto Rico, Refunding
6.25%, 7/1/2011 (Insured; MBIA)...... - 750,000 200,000 950,000 - 868,913 231,710 1,100,623
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- -------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM MUNICIPAL INVESTMENTS (continued)
- -------------------------------------------
U.S. Related (continued)
Puerto Rico Electric Power Authority,
Power Revenue, Refunding
6.50%, 7/1/2006 (Insured; MBIA)...... $ - $ 625,000 $ - $ 625,000 $ - $721,313 $ - $ 721,313
Puerto Rico Highway and Transportation
Authority, Highway Revenue:
6.25%, 7/1/2004 (Insured; MBIA)...... - 500,000 - 500,000 - 557,330 - 557,330
6.25%, 7/1/2009 (Insured; MBIA)...... - - 150,000 150,000 - - 173,731 173,731
Puerto Rico Public Buildings Authority,
Government Guaranteed Facilities
6.25%, 7/1/2010 (Insured; AMBAC)
(Guaranteed; Commonwealth of
Puerto Rico)......................... - 750,000 - 750,000 - 870,150 - 870,150
University of Puerto Rico, University
Revenue, Refunding
6.25%, 6/1/2006...................... - - 200,000 200,000 - - 227,078 227,078
6.25%, 6/1/2008 (Insured; MBIA)...... - 750,000 - 750,000 - 864,705 - 864,705
----------- ----------- ---------- -----------
TOTAL LONG-TERM MUNICIPAL INVESTMENTS
(cost $82,493,431)................... $49,787,435 $23,804,111 $8,901,885 $82,493,431
=========== =========== ========== ===========
SHORT-TERM MUNICIPAL INVESTMENTS-2.7%
- -------------------------------------
Alabama-.1%
Northern Alabama Environmental
Improvement Authority, PCR,
Refunding, VRDN (Reynold Metals)
5% (LOC; Bank of Nova Scotia Trust
Company of New York) (b,c)........... $ 100,000 $ - $ - $ 100,000 $ 100,000 $ - $ - $ 100,000
California-1.2%
Los Angeles Regional Airports
Improvement Corp., LR, VRDN
(American Airlines-Los Angeles
International):
5% (LOC; Wachovia Bank of
Georgia) (b,c)....................... 400,000 - - 400,000 400,000 - - 400,000
5% (LOC; Wachovia Bank of
Georgia) (b,c)....................... - 300,000 - 300,000 - 300,000 - 300,000
5% (LOC; Wachovia Bank of
Georgia) (b,c)....................... - 300,000 - 300,000 - 300,000 - 300,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA STATEMENT OF INVESTMENTS (continued) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------------
Dreyfus Dreyfus Dreyfus Dreyfus
Dreyfus Premier Premier Dreyfus Premier Premier
Premier Limited Limited Premier Limited Limited
Limited Term Term Limited Term Term
Term California New York Term California New York
Municipal Municipal Municipal Municipal Municipal Municipal
Fund Fund Fund Total Fund Fund Fund Total
--------- ---------- --------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SHORT-TERM MUNICIPAL INVESTMENTS (CONTINUED)
- --------------------------------------------
New York-.1%
New York City Municipal Water
Finance Authority, Water and
Sewer System Revenue,
VRDN 5% (Insured; FGIC) (b).......... $ 100,000 $ - $ - $ 100,000 $ 100,000 $ - $ - $ 100,000
Oregon-.4%
Port Portland, PCR, VRDN (Reynolds
Metals) 5% (LOC; Bank of Nova
Scotia Trust Company of New
York) (b,c).......................... 300,000 - - 300,000 300,000 - - 300,000
South Carolina-.2%
South Carolina Jobs-Economic
Development Authority, EDR, VRDN
(Saint Francis Hospital) 5% (LOC;
The Chase Manhatten Bank) (b,c)...... 200,000 - - 200,000 200,000 - - 200,000
Tennessee-.1%
Sullivan County, Industrial
Development Board, PCR, Refunding,
VRDN (Mead Corp. Project) 5% (LOC;
Union Bank of Switzerland) (b,c)..... 100,000 - - 100,000 100,000 - - 100,000
Texas-.6%
Grand Prairie Housing Finance
Corporation, MFHR, Refunding,
VRDN (Winridge Grand Prairie)
3.70% (b)............................ 100,000 - - 100,000 100,000 - - 100,000
Grapevine Industrial Development
Corporation, Revenue, VRDN
(Multiple Mode-American Airlines):
5% (LOC; Morgan Guaranty
Trust Co.) (b,c)..................... 100,000 - - 100,000 100,000 - - 100,000
5% (LOC; Morgan Guaranty
Trust Co.) (b,c)..................... 300,000 - - 300,000 300,000 - - 300,000
----------- ----------- ---------- -----------
TOTAL SHORT-TERM MUNICIPAL INVESTMENTS
(cost $2,300,000).................... $ 1,700,000 $ 600,000 $ - $ 2,300,000
=========== =========== ========== ===========
TOTAL INVESTMENTS-100.0%
(cost $48,990,366, $22,999,824 and
$8,469,282, respectively)........... $51,487,435 $24,404,111 $8,901,885 $84,793,431
=========== =========== ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- ---------------------------------------------------------------------------------------------------------------------
SUMMARY OF ABBREVIATIONS
<S> <C> <C> <C>
AMBAC American Municipal Bond Assurance Corporation LR Lease Revenue
COP Certificate of Participation MBIA Municipal Bond Investors Assurance
EDR Economic Development Revenue Insurance Corporation
FGIC Financial Guaranty Insurance Company MFHR Multi-Family Housing Revenue
FNMA Federal National Mortgage Association PCR Pollution Control Revenue
FSA Financial Security Assurance SWDR Solid Waste Disposal Revenue
LOC Letter of Credit VRDN Variable Rate Demand Notes
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF COMBINED RATINGS (UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------------
Standard
Fitch(d)or Moody's or & Poor's Percentage of Value
- ----------- ------- --------- ----------------------------------------------------------------
Dreyfus Premier Dreyfus Premier Dreyfus Premier
Limited Term Limited Term California Limited Term New York
Municipal Fund Municipal Fund Municipal Fund
-------------- ----------------------- ---------------------
<S> <C> <C> <C> <C> <C>
AAA Aaa AAA 62.9% 69.9% 65.5%
AA Aa AA 20.6 14.1 18.2
A A A 9.9 10.1 13.1
BBB Baa BBB 3.2 3.4 3.2
F1 MIGI/P1 SP/A1 3.3 2.5 -
Not Rated (e) Not Rated (e) Not Rated (e) .1 - -
------ ------ ------
100.0% 100.0% 100.0%
====== ====== ======
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
- --------------------------------------------------------------------------------
(a) Bonds which are prerefunded are collateralized by U.S. Government
securities which are held in escrow and are used to pay principal and
interest on the municipal issue and to retire the bonds in full at the
earliest refunding date.
(b) Securities payable on demand. The interest rate, which is subject to
change, is based upon bank prime rates or an index of market interest
rates.
(c) Secured by letters of credit.
(d) Fitch currently provides creditworthiness information for a limited number
of investments.
(e) Securities which, while not rated by Fitch, Moody's and Standard & Poor's,
have been determined by the Manager to be of comparable quality to those
rated securities in which the Fund may invest.
(f) At December 31, 1997, 40.3% of the Dreyfus Premier Limited Term California
Municipal Fund's net assets are insured by MBIA.
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA STATEMENT OF FINANCIAL FUTURES DECEMBER 31, 1997 (UNAUDITED)
Market Value Unrealized
Covered Appreciation
Financial Futures Sold Short Contracts by Contracts Expiration at 12/31/97
- ---------------------------- --------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
Dreyfus Premier Limited Term Municipal Fund:
Municipal Bond Index Futures........................ 10 $1,231,250 March '98 $3,438
Dreyfus Premier Limited Term California Municipal Fund:
Municipal Bond Index Futures........................ 5 615,625 March '98 1,719
------
$5,157
======
</TABLE>
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1997 (UNAUDITED)
Dreyfus Dreyfus
Dreyfus Premier Premier
Premier Limited Term Limited Term
Limited Term California New York Pro Forma
Municipal Municipal Municipal Combined
Fund Fund Fund (Note 1)
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
ASSETS: Investments in securities-
See Statement of Investments.............. $51,487,435 $24,404,111 $ 8,901,885 $84,793,431
Cash........................................ - 200,599 39,169 239,768
Interest receivable......................... 902,326 446,050 164,272 1,512,648
Receivable for shares of
Beneficial Interest subscribed............ 7,000 - - 7,000
------------ ------------ ------------ -----------
Total Assets................................52,396,761 25,050,760 9,105,326 86,552,847
------------ ------------ ------------ -----------
LIABILITIES: Due to The Dreyfus Corporation
and affiliates............................ 25,006 14,325 4,477 43,808
Due to Distributor.......................... 1,242 388 153 1,783
Cash overdraft due to Custodian............. 21,834 - - 21,834
Payable for shares of Beneficial
Interest redeemed......................... 8,874 - - 8,874
Payable for futures variation margin........ 4,687 - - 4,687
------------ ------------ ------------ -----------
Total Liabilities........................... 61,643 14,713 4,630 80,986
------------ ------------ ------------ -----------
NET ASSETS........................................................ $52,335,118 $25,036,047 $ 9,100,696 $86,471,861
============ ============ ============ ============
REPRESENTED BY: Paid-in capital.............................. $49,912,907 $23,631,284 $ 8,668,161 $82,212,352
Accumulated undistributed
investment income-net.................... (23,994) - - (23,994)
Accumulated net realized gain (loss)
on investments........................... (54,302) (1,243) (68) (55,613)
Accumulated net unrealized appreciation
(depreciation) on investments............ 2,500,507 1,406,006 432,603 4,339,116
------------ ------------ ------------ -----------
NET ASSETS $52,335,118 $25,036,047 $ 9,100,696 $86,471,861
============ ============ ============ ============
SHARES OF BENEFICIAL INTEREST OUTSTANDING:
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
Class A Shares.................................................. 1,467,941
============
Class B Shares.................................................. 87,950
============
Class C Shares.................................................. 12,358
============
Class R Shares.................................................. 2,677,477
============
DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND
Class A Shares.................................................. 608,519
============
Class B Shares.................................................. 23,620
============
Class C Shares.................................................. 13,725
============
Class R Shares.................................................. 1,235,239
============
DREYFUS PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND
Class A Shares.................................................. 154,929
============
Class B Shares.................................................. 20,780
============
Class C Shares.................................................. 6,863
============
Class R Shares.................................................. 515,861
============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1997 (UNAUDITED)
Dreyfus Dreyfus
Dreyfus Premier Premier
Premier Limited Term Limited Term
Limited Term California New York Pro Forma
Municipal Municipal Municipal Combined
Fund Fund Fund (Note 1)
____________ ____________ ____________ ____________
<S> <C> <C> <C> <C>
NET ASSET VALUE per share:
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
Class A Shares
_____________
($18,095,806/1,467,941 shares)................................ $12.33
=======
Class B Shares
_____________
($1,083,898/87,950 shares).................................... $12.32
=======
Class C Shares
_____________
($152,645/12,358 shares)...................................... $12.35
=======
Class R Shares
_____________
($33,002,769/2,677,477 shares)................................ $12.33
=======
DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND
Class A Shares
_____________
($8,099,165/608,519 shares)................................... $13.31
=======
Class B Shares
_____________
($314,466/23,620 shares)...................................... $13.31
=======
Class C Shares
_____________
($183,149/13,725 shares)...................................... $13.34
=======
Class R Shares
_____________
($16,439,267/1,235,239 shares)................................ $13.31
=======
DREYFUS PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND
Class A Shares
_____________
($2,018,835/154,929 shares)................................... $13.03
=======
Class B Shares
_____________
($271,075/20,780 shares)...................................... $13.05
=======
Class C Shares
_____________
($89,649/6,863 shares)........................................ $13.06
=======
Class R Shares
_____________
($6,721,137/515,861 shares)................................... $13.03
=======
PRO FORMA COMBINED PORTFOLIO-CLASS A SHARES
($28,213,806/2,288,541 shares).................................. $12.33
=======
PRO FORMA COMBINED PORTFOLIO-CLASS B SHARES
($1,669,439/135,478 shares)..................................... $12.32
=======
PRO FORMA COMBINED PORTFOLIO-CLASS C SHARES
($425,443/34,447 shares)........................................ $12.35
=======
PRO FORMA COMBINED PORTFOLIO-CLASS R SHARES
($56,163,173/4,555,856 shares).................................. $12.33
</TABLE>
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED DECEMBER 31, 1997 (UNAUDITED)
Dreyfus Dreyfus
Dreyfus Premier Premier
Premier Limited Term Limited Term
Limited Term California New York Pro Forma
Municipal Municipal Municipal Combined
Fund Fund Fund (Note 1)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
INCOME Interest Income............................. $ 1,216,880 $ 642,959 $ 229,110 $ 2,088,949
EXPENSES: Management fee.............................. $ 120,400 $ 62,101 $ 22,290 $ 204,791
Distribution and service fees............... 26,174 11,542 3,822 41,538
Loan commitment fees................ ....... 116 68 53 237
----------- ----------- ----------- -----------
Total Expenses.............................. 146,690 73,711 26,165 246,566
----------- ----------- ----------- -----------
INVESTMENT INCOME-NET............................................. 1,070,190 569,248 202,945 1,842,383
----------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on investments..... $ (7,725) $ 112,766 $ 180 $ 105,221
Net realized gain (loss) on
financial futures ....................... (45,913) (22,956) - (68,869)
----------- ----------- ----------- -----------
Net Realized Gain (Loss).................... (53,638) 89,810 180 36,352
Net unrealized appreciation (depreciation)
on investments...................... 1,093,296 413,094 185,709 1,692,099
----------- ----------- ----------- -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS.................................................. 1,039,658 502,904 185,889 1,728,451
----------- ----------- ----------- -----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................................................. $ 2,109,848 $ 1,072,152 $ 388,834 $ 3,570,834
=========== =========== =========== ===========
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- --------------------------------------------------------------------------------
NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1-BASIS OF COMBINATION:
On April 23, 1998, the Boards of Dreyfus Premier Limited Term Municipal
Fund ("Premier Limited Municipal"), Dreyfus Premier Limited Term California
Municipal Fund ("Premier Limited California") and Dreyfus Premier Limited Term
New York Municipal Fund ("Premier Limited New York") approved an Agreement and
Plan of Reorganization ("the Plan") whereby, subject to approval by the
shareholders of Premier Limited California and Premier Limited New York, Premier
Limited Municipal, a series of The Dreyfus/Laurel Tax-Free Municipal Funds (the
"Trust") will acquire all the assets of Premier Limited California and Premier
Limited New York, both series of the Trust, subject to the liabilities, of each
series, in exchange for a number of shares equal to the pro rata net assets of
shares of Premier Limited Municipal ("the Merger").
The Merger will be accounted for as a tax free merger of investment
companies. The unaudited pro forma statement of investments and statement of
assets and liabilities reflect the financial position of Premier Limited
Municipal, Premier Limited California and Premier Limited New York at December
31, 1997 as if they had been combined on April 23, 1998. The unaudited pro forma
statement of operations reflects the results of operations of Premier Limited
Municipal, Premier Limited California and Premier Limited New York for the year
ended December 31, 1997 as if they had been combined on April 23, 1998. These
statements have been derived from the Funds' respective books and records
utilized in calculating daily net asset value at the dates indicated above for
Premier Limited Municipal, Premier Limited California and Premier Limited New
York, under generally accepted accounting principles. The historical cost of
investment securities will be carried forward to the surviving entity and
results of operations of Premier Limited Municipal for pre-combination periods
will not be restated.
The pro forma statements of investments, assets and liabilities and
operations should be read in conjunction with the historical financial
statements of the Funds included or incorporated by reference in the respective
Statements of Additional Information.
NOTE 2-PORTFOLIO VALUATION:
Investments in securities (excluding options and financial futures on
municipal and U.S. treasury securities) are valued each business day by an
independent pricing service ("Service") approved by the Board of Trustees.
Investments for which quoted bid prices are readily available, are
representative of the bid side of the market and in the judgment of the Service
are valued at the mean between the quoted bid prices (as obtained by the Service
from dealers in such securities) and asked prices (as calculated by the Service
based upon its evaluation of the market for such securities). Other investments
(which constitute a majority of the portfolio securities) are carried at fair
value as determined by the Service based on methods which include consideration
of: yields or prices of municipal securities of comparable quality, coupon,
maturity and type; indications as to values from dealers; and general market
conditions. Options and financial futures on municipal and U.S. treasury
securities are valued at the last sales price on the securities exchange on
which such securities are primarily traded or at the last sales price on the
national securities market on each business day. Investments not listed on an
exchange or the national securities market, or securities for which there were
no transactions, are valued at the average of the most recent bid and asked
prices. Bid price is used when no asked price is available.
NOTE 3-CAPITAL SHARES:
The pro forma net asset value per share assumes 820,600, 47,528, 22,089
and 1,878,379 additional shares of Beneficial Interest of Class A, Class B,
Class C and Class R, respectively, of Premier Limited Municipal were issued in
connection with the proposed acquisition by Premier Limited Municipal of Premier
Limited California and Premier Limited New York as of December 31, 1997. The pro
forma number of shares that would be issuable was calculated by dividing the net
assets of Class A, Class B, Class C and Class R of Premier Limited California
and Premier Limited New York, respectively, at December 31, 1997 by the net
asset value per share of Premier Limited Municipal Class A, Class B, Class C and
Class R, at December 31, 1997 of $12.33, $12.32, $12.35 and $12.33 for Class A,
Class B, Class C and Class R, respectively, for Common Shares. The pro forma
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
- --------------------------------------------------------------------------------
NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
combined number of shares outstanding of 7,014,322 consists of the 656,867,
25,525, 14,830 and 1,333,274 shares issuable to Premier Limited California Class
A, Class B, Class C and Class R shares, respectively, and of the 163,734,
22,003, 7,259 and 545,104 shares issuable to Premier Limited New York Class A,
Class B, Class C and Class R shares, respectively, as a result of the merger and
the 1,467,941, 87,950, 12,358 and 2,677,477 shares of Premier Limited Municipal
outstanding Class A, Class B, Class C and Class R shares, respectively, at
December 31, 1997.
NOTE 4-PRO FORMA OPERATING EXPENSES:
The accompanying pro forma financial statements reflect changes in fund
shares as if the merger had taken place on December 31, 1997. Although it is
anticipated that there will be an elimination of certain duplicative expenses as
a result of the proposed Merger, the actual amount of such expenses cannot be
determined because it is not possible to predict the cost of future operations.
NOTE 5-MERGER COST:
Merger costs are estimated at approximately $71,000 and are not included
in the pro forma statement of operations since these costs are not recurring.
These costs represent the estimated expense of the Funds carrying out their
obligations under the Agreement and Plan of Reorganization and consist of
management's estimate of legal fees, accounting fees, printing costs and mailing
charges related to the proposed merger.
The expense ratios for each share class of each Fund are the same;
therefore, no adjustments to the Pro Forma amounts are necessary.
NOTE 6-FEDERAL INCOME TAXES:
Each Fund has elected to be taxed as a "regulated investment company"
under the Internal Revenue Code. After the Merger, Premier Limited Municipal
intends to continue to qualify as a regulated investment company, if such
qualification is in the best interests of its shareholders, by complying with
the provisions available to certain investment companies, as defined in
applicable sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all, Federal
income taxes.
The identified cost of investments for the Funds is substantially the same
for both financial accounting and Federal income tax purposes. The tax cost of
investments will remain unchanged for the combined entity.
<PAGE>
[Dreyfus runclose lion logo]
DREYFUS PREMIER
LIMITED TERM MUNICIPAL FUND
DREYFUS PREMIER
LIMITED TERM NEW YORK MUNICIPAL FUND
DECEMBER 31, 1997
Dreyfus
<PAGE>
TABLE OF CONTENTS
PAGE
PRO FORMA STATEMENT OF INVESTMENTS............................... 3
STATEMENT OF FINANCIAL FUTURES................................... 14
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES.................... 15
PRO FORMA STATEMENT OF OPERATIONS................................ 17
NOTES TO FINANCIAL STATEMENTS.................................... 18
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
______________________________________________ ______________________________________________
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Limited Premier Premier Limited
Limited Term Term New York Limited Term Term New York
Municipal Fund Municipal Fund Total Municipal Fund Municipal Fund Total
______________ ______________ ______________ ______________ ______________ ______________
<S> <C> <C> <C> <C> <C> <C>
Long-Term Municipal
Investments-97.2%
Alaska-2.0%
Anchorage Port and Term Facilities,
Revenue, Refunding
6%, 2/1/2003 (Insured; MBIA)..... $ 1,110,000 $ - $ 1,110,000 $ 1,200,554 $ - $ 1,200,554
Arizona-4.4%
Maricopa County Unified School
District Number 69
(Paradise Valley)
6.35%, 7/1/2010 (Insured; MBIA).. 550,000 - 550,000 643,880 - 643,880
Mesa, Refunding 5.90%, 7/1/2000
(Insured; AMBAC)................. 500,000 - 500,000 523,360 - 523,360
Phoenix, Refunding 6.25%,
7/1/2016......................... 1,250,000 - 1,250,000 1,458,775 - 1,458,775
Arkansas-.9%
North Little Rock, Electric
Revenue, Refunding
6%, 7/1/2001 (Insured; MBIA)..... 500,000 - 500,000 532,865 - 532,865
California-3.5%
Alameda County, COP, Refunding
(Capital Projects)
5.25%, 6/1/2005 (Insured;
AMBAC)........................... 1,000,000 - 1,000,000 1,057,270 - 1,057,270
Northern California, Transmission
Revenue, Refunding
(California-Oregon Transmission)
5.25%, 5/1/2008
(Insured; MBIA).................. 1,000,000 - 1,000,000 1,074,030 - 1,074,030
Connecticut-2.7%
Connecticut, Special Tax Obligation
Revenue
(Transportation Infrastructure)
5.25%, 10/1/1999
(Insured; FGIC).................. 1,000,000 - 1,000,000 1,023,070 - 1,023,070
Stamford 6.60%, 1/15/2007.......... 500,000 - 500,000 584,140 - 584,140
Florida-4.7%
Dade County:
Sales Tax Revenue, Refunding 6%,
10/1/2002 (Insured; AMBAC) 1,000,000 - 1,000,000 1,082,070 - 1,082,070
Water and Sewer System Revenue
6.25%, 10/1/2008
(Insured; FGIC).................. 535,000 - 535,000 620,006 - 620,006
Miami Health Facilities Authority,
Health Facilities Revenue
(Mercy Hospital Project)
6.75%, 8/1/2020 (Insured; AMBAC)
(Prerefunded 8/1/2001) (a)....... 1,000,000 - 1,000,000 1,105,260 - 1,105,260
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
______________________________________________ ______________________________________________
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Limited Premier Premier Limited
Limited Term Term New York Limited Term Term New York
Municipal Fund Municipal Fund Total Municipal Fund Municipal Fund Total
______________ ______________ ______________ ______________ ______________ ______________
Long-Term Municipal Investments
(continued)
Georgia-1.6%
Georgia Municipal Electric
Authority, Power Revenue, Refunding
6%, 1/1/2006.....................$ 900,000 $ - $ 900,000 $ 987,642 $ - $ 987,642
Illinois-4.8%
Chicago Metropolitan Water
Reclamation District
(Chicago Capital Improvement)
7.25%, 12/1/2012................. 1,000,000 - 1,000,000 1,262,490 - 1,262,490
Illinois Development Finance
Authority, PCR, Refunding
(Central Illinois Public Service
Company) 5.70%, 8/15/2026........ 750,000 - 750,000 767,378 - 767,378
Regional Transportation Authority
7.75%, 6/1/2012 (Insured; FGIC).. 390,000 - 390,000 510,140 - 510,140
Sangamon County School District
Number 186 (Springfield)
7.70%, 6/1/2001 (Insured; MBIA).. 300,000 - 300,000 334,791 - 334,791
Indiana-1.0%
Indiana Transportation Finance
Authority, Highway Revenue
7.875%, 12/1/2011 (Insured; MBIA)
(Prerefunded 12/1/1998) (a)...... 50,000 - 50,000 52,810 - 52,810
Indianapolis Airport Authority,
Special Facilities Revenue
(Federal Express Corp. Project)
7.10%, 1/15/2017................. 500,000 - 500,000 560,855 - 560,855
Iowa-1.7%
Iowa Student Loan Liquidity Corp.,
Student Loan Revenue, Refunding
5.65%, 12/1/2005................. 1,000,000 - 1,000,000 1,053,690 - 1,053,690
Kentucky-1.9%
Kentucky Turnpike Authority,
Economic Development
Road Revenue, Refunding
(Revitalization Projects) 6.50%,
7/1/2007 (Insured; AMBAC)........ 1,000,000 - 1,000,000 1,163,320 - 1,163,320
Maryland-2.5%
Maryland, State and Local
Facilities Loan 5.25%,
6/15/2006........................ 1,400,000 - 1,400,000 1,495,984 - 1,495,984
Massachusetts-4.0%
Massachusetts, Special Obligation
Revenue 7%, 6/1/2002............. 1,000,000 - 1,000,000 1,115,300 - 1,115,300
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
______________________________________________ ______________________________________________
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Limited Premier Premier Limited
Limited Term Term New York Limited Term Term New York
Municipal Fund Municipal Fund Total Municipal Fund Municipal Fund Total
______________ ______________ ______________ ______________ ______________ ______________
Long-Term Municipal Investments
(continued)
Massachusetts (continued)
Massachusetts Turnpike Authority,
Metropolitian Highway System Revenue
5%, 1/1/2037 (Insured; MBIA).....$ 500,000 $ - $ 500,000 $ 484,990 $ - $ 484,990
Worcester, Refunding (Municipal Purpose)
6.25%, 7/1/2009 (Insured; MBIA).. 720,000 - 720,000 832,507 - 832,507
Michigan-6.2%
Berkley City School District
(Qualified School Board Loan Fund)
7%, 1/1/2009 (Insured; FGIC)..... 1,030,000 - 1,030,000 1,249,998 - 1,249,998
Comstock Park Public Schools
6%, 5/01/2016 (Prerefunded
5/1/1999) (a).................... 50,000 - 50,000 52,284 - 52,284
Flowerville Community School
District
6.50%, 5/1/2006 (Insured; MBIA).. 555,000 - 555,000 636,496 - 636,496
Lance Creuse Public Schools,
Refunding
5%, 5/1/2004 (Insured; AMBAC).... 1,140,000 - 1,140,000 1,189,738 - 1,189,738
Saint John's Public Schools
(Qualified School Board
Loan Fund)
6.50%, 5/1/2006 (Insured; FGIC).. 525,000 - 525,000 603,272 - 603,272
Mississippi-1.0%
Mississippi Higher Education
Assistance Corporation,
Student Loan Revenue
6.05%, 9/1/2007.................. 565,000 - 565,000 597,911 - 597,911
Nebraska-1.7%
Omaha, Refunding 4.70%, 5/1/2003... 1,000,000 - 1,000,000 1,027,610 - 1,027,610
New Jersey-4.3%
Cumberland County Improvement
Authority, SWDR
6%, 1/1/2001 (Insured; FGIC)..... 500,000 - 500,000 520,320 - 520,320
Ocean County Utilities Authority,
Wastewater Revenue, Refunding
5%, 1/1/2004..................... 1,000,000 - 1,000,000 1,040,970 - 1,040,970
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
______________________________________________ ______________________________________________
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Limited Premier Premier Limited
Limited Term Term New York Limited Term Term New York
Municipal Fund Municipal Fund Total Municipal Fund Municipal Fund Total
______________ ______________ ______________ ______________ ______________ ______________
Long-Term Municipal Investments
(continued)
New Jersey (continued)
New Jersey Transportation
Corporation, Capital Grant
Anticipation Notes
5.50%, 9/1/2003 (Insured; FSA)...$ 1,000,000 $ - $ 1,000,000 $ 1,057,380 $ - $ 1,057,380
New York-21.4%
Albany County 7%, 10/1/2000
(Insured; FGIC, Prerefunded
10/1/1999) (a)................... - 125,000 125,000 - 135,044 135,044
Amherst, Public Improvement 6.20%,
4/1/2002 (Insured; FGIC)......... - 150,000 150,000 - 162,343 162,343
Deer Park Union Free School
District 5%, 6/15/2005
(Insured; MBIA).................. - 200,000 200,000 - 208,988 208,988
Erie County Water Authority,
Water Revenue, Refunding:
6.65%, 12/1/1999
(Insured; AMBAC)................. - 250,000 250,000 - 262,592 262,592
7%, 12/1/2000 (Insured; AMBAC)... - 200,000 200,000 - 216,354 216,354
Greece Central School District 6%,
6/15/2010....................... - 225,000 225,000 - 255,640 255,640
Town of Hempstead 6.30%, 1/1/2002
(Insured; AMBAC)................. - 150,000 150,000 - 161,889 161,889
Metropolitan Transportation
Authority, Transporation
Facilities Revenue
6.30%, 7/1/2007 (Insured; MBIA).. - 250,000 250,000 - 286,350 286,350
Monroe County, Public Improvement
7%, 6/1/2003 (Insured; FGIC)..... - 200,000 200,000 - 227,254 227,254
Municipal Assistance Corporation
for New York City:
7.10%, 7/1/2000.................. - 100,000 100,000 - 106,442 106,442
6%, 7/1/2005 (Insured; AMBAC).... - 100,000 100,000 - 110,868 110,868
Nassau County:
7%, 7/1/2002 (Insured; AMBAC,
Prerefunded 7/1/2000) (a)........ - 100,000 100,000 - 108,038 108,038
6.30%, 11/1/2003
(Insured; FGIC).................. - 200,000 200,000 - 221,298 221,298
New York City:
5.75%, 8/1/2012.................. 445,000 100,000 545,000 467,019 104,948 571,967
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
______________________________________________ ______________________________________________
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Limited Premier Premier Limited
Limited Term Term New York Limited Term Term New York
Municipal Fund Municipal Fund Total Municipal Fund Municipal Fund Total
______________ ______________ ______________ ______________ ______________ ______________
Long-Term Municipal Investments
(continued)
New York (continued)
New York City (continued)
Refunding:
7%, 8/1/2006...................$ - $ 300,000 $ 300,000 $ - $ 346,425 $ 346,425
6.20%, 8/1/2007................ 1,000,000 - 1,000,000 1,087,970 - 1,087,970
New York City Municipal Water
Finance Authority,
Water and Sewer Systems Revenue
5.50%, 6/15/2027
(Insured; MBIA).................. - 250,000 250,000 - 257,815 257,815
New York State, Refunding
6.25%, 8/15/2004................. 1,000,000 200,000 1,200,000 1,111,770 222,354 1,334,124
New York State Dormitory
Authority, Revenue:
(Consolidated City University)
5.75%, 7/1/2018 (Insured; FSA)... - 200,000 200,000 - 221,420 221,420
(FIT Student Housing) 5.75%,
7/1/2006 (Insured; AMBAC)........ - 130,000 130,000 - 142,431 142,431
Refunding:
(Mental Health Services
Facilities) 6%, 8/15/2005........ 1,000,000 260,000 1,260,000 1,094,140 284,476 1,378,616
(Vassar College) 6%, 7/1/2005.... - 250,000 250,000 - 278,440 278,440
(Rochester Institute
of Technology)
5.50%, 7/1/2006 (Insured; MBIA).. - 200,000 200,000 - 216,346 216,346
(State University Educational)
7.125%, 5/15/2009
(Insured; FGIC) (Prerefunded
5/15/1999) (a)................... 200,000 - 200,000 212,124 - 212,124
New York State Environmental
Facilities Corporation, PCR
State Water Revolving Fund:
Refunding 5.50%, 6/15/2006
(Insured; MBIA).................. - 200,000 200,000 - 216,284 216,284
7.50%, 6/15/2012................. 500,000 - 500,000 548,245 - 548,245
New York State Local Government
Assistance Corporation
6.375%, 4/1/2000................. - 200,000 200,000 - 210,064 210,064
New York State Mortgage Agency,
Homeowner Mortgage Revenue
7.50%, 10/1/1998................. - 45,000 45,000 - 45,773 45,773
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
______________________________________________ ______________________________________________
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Limited Premier Premier Limited
Limited Term Term New York Limited Term Term New York
Municipal Fund Municipal Fund Total Municipal Fund Municipal Fund Total
______________ ______________ ______________ ______________ ______________ ______________
Long-Term Municipal Investments
(continued)
New York (continued)
New York City (continued)
New York State Power Authority,
General Purpose Revenue
7%, 1/1/2018 (Prerefunded
1/1/2010) (a)....................$ - $ 300,000 $ 300,000 $ - $ 365,367 $ 365,367
New York State Thruway Authority
(Emergency Highway Construction
and Reconstruction)
6%, 3/1/2002 (Insured; FSA)...... - 200,000 200,000 - 214,248 214,248
New York State Urban Development
Corporation, Refunding
(Corporation Purpose) 5.50%,
7/1/2005......................... - 200,000 200,000 - 215,380 215,380
Orange County:
5.10%, 11/15/2002.. - 130,000 130,000 - 135,799 135,799
Refunding 5.50%, 11/15/2007...... - 250,000 250,000 - 272,233 272,233
Oyster Bay 7.125%, 4/15/2000
(Insured; FGIC).................. - 180,000 180,000 - 192,343 192,343
Port Washington Union Free School
District 6%, 8/1/2001............ - 125,000 125,000 - 133,135 133,135
Suffolk County, Public Improvement
7%, 4/1/2002 (Insured; MBIA,
Prerefunded 4/1/2001) (a)....... - 150,000 150,000 - 162,475 162,475
Tompkins County 5.25%, 9/15/2003... - 250,000 250,000 - 263,568 263,568
Triborough Bridge and Tunnel
Authority, General
Purpose Revenue:
7.40%, 1/1/2003 (Prerefunded
1/1/1999) (a).................... - 200,000 200,000 - 210,120 210,120
7%, 1/1/2011 (Prerefunded
1/1/1999) (a).................... 100,000 150,000 250,000 104,671 157,007 261,678
Refunding:
5.75%, 1/1/2005................ - 250,000 250,000 - 272,342 272,342
5.90%, 1/1/2007................ - 100,000 100,000 - 111,017 111,017
Westchester County 6.625%,
11/1/2004........................ - 250,000 250,000 - 286,663 286,663
Western Nassau County
Water Authority,
Water Systems Revenue 5.50%,
5/1/2004 (Insured; AMBAC)........ - 250,000 250,000 - 267,793 267,793
North Carolina-2.5%
Charlotte, Refunding
5.50%, 7/1/2004.................. 1,405,000 - 1,405,000 1,494,105 - 1,494,105
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
______________________________________________ ______________________________________________
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Limited Premier Premier Limited
Limited Term Term New York Limited Term Term New York
Municipal Fund Municipal Fund Total Municipal Fund Municipal Fund Total
______________ ______________ ______________ ______________ ______________ ______________
Long-Term Municipal Investments
(continued)
North Carolina (continued)
North Carolina Eastern Municipal
Power Agency,
Power System Revenue, Refunding
8%, 1/1/2021 (Prerefunded
1/1/1998) (a)....................$ 5,000 $ - $ 5,000 $ 5,100 $ - $ 5,100
Ohio-1.2%
Clermont County, Hospital
Facilities Revenue, Refunding
(Mercy Health System) 5.25%,
9/1/2003 (Insured; AMBAC)........ 685,000 - 685,000 719,134 - 719,134
Oregon-.4%
Tri County Metropolitan
Transportation District (Light
Rail Extension)
5.60%, 7/1/2003.................. 250,000 - 250,000 266,608 - 266,608
Pennsylvania-3.6%
Pennsylvania Intergovernmental
Coop Authority, Special
Tax Revenue
(City of Philadelphia
Funding Program)
6.80%, 6/15/2022 (Prerefunded
6/15/2002) (a)................... 1,000,000 - 1,000,000 1,105,990 - 1,105,990
Somerset County General Authority,
Commonwealth LR
6.70%, 10/15/2003 (Insured; FGIC)
(Prerefunded 10/15/2001) (a)..... 1,000,000 - 1,000,000 1,090,850 - 1,090,850
South Carolina-.8%
Anderson County, Hospital
Facilities Revenue
(Anderson Memorial Hospital)
7.50%, 2/1/2018 (Insured; MBIA)
(Prerefunded 2/1/1998) (a)....... 500,000 - 500,000 511,515 - 511,515
Tennessee-.9%
Louden County Industrial
Development Board, SWDR
(Kimberly-Clark Corporation
Project) 6.20%, 2/1/2023......... 500,000 - 500,000 532,165 - 532,165
Texas-7.6%
Austin, Utility System Revenue
8%, 11/15/2016 (Prerefunded
5/15/2001) (a)................... 200,000 - 200,000 224,520 - 224,520
Fort Bend Independent School
District, Refunding
(Permanent School Fund Guaranteed)
6.60%, 2/15/2004................. 875,000 - 875,000 985,171 - 985,171
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
______________________________________________ ______________________________________________
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Limited Premier Premier Limited
Limited Term Term New York Limited Term Term New York
Municipal Fund Municipal Fund Total Municipal Fund Municipal Fund Total
______________ ______________ ______________ ______________ ______________ ______________
Long-Term Municipal Investments
(continued)
Texas (continued)
Lewisville Independent School
District (Building Bonds)
(Permanent School Fund Guaranteed):
7.50%, 8/15/2006...............$ 650,000 $ - $ 650,000 $ 794,710 $ - $ 794,710
7.50%, 8/15/2007............... 600,000 - 600,000 742,992 - 742,992
Mesquite, Independent School
District, Refunding
5%, 8/15/2007.................... 1,000,000 - 1,000,000 1,045,810 - 1,045,810
Red River Authority, PCR
(Hoechst Celanese Corp. Project)
6.875%, 4/1/2017................. 750,000 - 750,000 818,888 - 818,888
Utah-1.0%
Intermountain Power Agency, Power
Supply Revenue, Refunding
6.25%, 7/1/2009 (Insured; FSA)... 500,000 - 500,000 577,645 - 577,645
Vermont-2.3%
Vermont Educational and Health
Buildings Financing Agency,
Revenue
(Middlebury College Project)
6%, 11/1/2003.................... 1,260,000 - 1,260,000 1,377,545 - 1,377,545
Virginia-1.8%
Virginia Transportation Board,
Transportation Contract
Revenue, Refunding
(Route 28 Project) 6%, 4/1/2005.. 1,000,000 - 1,000,000 1,080,789 - 1,080,789
Washington-2.9%
Washington Public Power Supply
System, Revenue, Refunding
(Nuclear Project No. 1):
6%, 7/1/2006 (Insured; MBIA)... 500,000 - 500,000 552,865 - 552,865
7%, 7/1/2008................... 1,000,000 - 1,000,000 1,182,969 - 1,182,969
Wisconsin-.9%
Wisconsin, Health and Educational
Facilities Revenue
(Aurora Medical Group Inc.)
5.75%, 11/15/2007
(Insured; FSA)................... 500,000 - 500,000 548,969 - 548,969
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
______________________________________________ ______________________________________________
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Limited Premier Premier Limited
Limited Term Term New York Limited Term Term New York
Municipal Fund Municipal Fund Total Municipal Fund Municipal Fund Total
______________ ______________ ______________ ______________ ______________ ______________
Long-Term Municipal Investments
(continued)
U.S. Related-1.0%
Commonwealth of Puerto Rico,
Refunding
6.25%, 7/1/2011 (Insured; MBIA)..$ - $ 200,000 $ 200,000 $ - $ 231,710 $ 231,710
Puerto Rico Highway and
Transportation Authority,
Highway Revenue:
6.25%, 7/1/2009 (Insured; MBIA).. - 150,000 150,000 - 173,731 173,731
University of Puerto Rico,
University Revenue, Refunding
6.25%, 6/1/2008
(Insured; MBIA) ................. - 200,000 200,000 - 227,078 227,078
______________ ______________ _____________
TOTAL LONG-TERM MUNICIPAL INVESTMENTS
(cost $58,689,320)............... $ 49,787,435 $ 8,901,885 $ 58,689,320
============== ============== =============
Short-Term Municipal Investments-2.8%
Alabama-.2%
Northern Alabama Environmental
Improvement Authority,
PCR, Refunding,
VRDN (Reynold Metals) 5%
(LOC; Bank of Nova Scotia
Trust Company
of New York) (b,c)...............$ 100,000 $ - $ 100,000 $ 100,000 $ - $ 100,000
California-.6%
Los Angeles Regional Airports
Improvement Corp., LR, VRDN
(American Airlines-Los Angeles
International)
5% (LOC; Wachovia Bank of
Georgia) (b,c)................... 400,000 - 400,000 400,000 - 400,000
New York-.2%
New York City Municipal Water
Finance Authority,
Water and Sewer System
Revenue, VRDN 5%
(Insured; FGIC) (b).............. 100,000 - 100,000 100,000 - 100,000
Oregon .5%
Port Portland, PCR, VRDN
(Reynolds Metals)
5% (LOC; Bank of Nova Scotia
Trust Company of
New York) (b,c)................. 300,000 - 300,000 300,000 - 300,000
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
______________________________________________ ______________________________________________
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Limited Premier Premier Limited
Limited Term Term New York Limited Term Term New York
Municipal Fund Municipal Fund Total Municipal Fund Municipal Fund Total
______________ ______________ ______________ ______________ ______________ ______________
Short-Term Municipal Investments
(continued)
South Carolina-.3%
South Carolina Jobs-Economic
Development Authority, EDR, VRDN
(Saint Francis Hospital) 5%
(LOC; The Chase Manhatten
Bank) (b,c)......................$ 200,000 $ - $ 200,000 $ 200,000 $ - $ 200,000
Tennessee-.2%
Sullivan County, Industrial
Development Board, PCR,
Refunding, VRDN
(Mead Corp. Project) 5%
(LOC; Union Bank of
Switzerland) (b,c)............... 100,000 - 100,000 100,000 - 100,000
Texas-.8%
Grand Prairie Housing Finance
Corporation, MFHR,
Refunding, VRDN
(Winridge Grand Prairie)
3.70% (b)........................ 100,000 - 100,000 100,000 - 100,000
Grapevine Industrial Development
Corporation, Revenue, VRDN
(Multiple Mode-American Airlines):
5% (LOC; Morgan Guaranty
Trust Co.) (b,c)............... 100,000 - 100,000 100,000 - 100,000
5% (LOC; Morgan Guaranty
Trust Co.) (b,c)............... 300,000 - 300,000 300,000 - 300,000
______________ ______________ _____________
TOTAL SHORT-TERM MUNICIPAL INVESTMENTS
(cost $1,700,000)................ $ 1,700,000 - $ 1,700,000
============== ============== =============
TOTAL INVESTMENTS-100.0%
(cost $48,990,366 and $8,469,282,
respectively).................... $ 51,487,435 $ 8,901,885 $ 60,389,320
============== ============== =============
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
Summary of Abbreviations
AMBAC American Municipal Bond Assurance Corporation LR Lease Revenue
COP Certificate of Participation MBIA Municipal Bond Investors Assurance
EDR Economic Development Revenue Insurance Corporation
FGIC Financial Guaranty Insurance Company PCR Pollution Control Revenue
FSA Financial Security Assurance SWDR Solid Waste Disposal Revenue
LOC Letter of Credit VRDN Variable Rate Demand Notes
Summary of Combined Ratings (Unaudited)
Standard
Fitch (d)or Moody's or & Poor's Percentage of Value
_______ _______ ________ ____________________________________
Dreyfus Premier Dreyfus Premier
Limited Term Limited Term New York
Municipal Fund Municipal Fund
______________ ____________________
AAA Aaa AAA 62.9% 65.5%
AA Aa AA 20.6 18.2
A A A 9.9 13.1
BBB Baa BBB 3.2 3.2
F1 MIGI/P1 SP/A1 3.3 -
Not Rated (e) Not Rated (e) Not Rated (e) .1 -
_______ _______
100.0% 100.0%
_______ _______
</TABLE>
Notes to Statement of Investments:
(a) Bonds which are prerefunded are collateralized by U.S. Government
securities which are held in escrow and are used to pay principal and
interest on the municipal issue and to retire the bonds in full at the
earliest refunding date.
(b) Securities payable on demand. The interest rate, which is subject to
change, is based upon bank prime rates or an index of market interest
rates.
(c) Secured by letters of credit.
(d) Fitch currently provides creditworthiness information for a limited
number of investments.
(e) Securities which, while not rated by Fitch, Moody's and Standard &
Poor's, have been determined by the Manager to be of comparable quality to
those rated securities in which the Fund may invest.
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA STATEMENT OF FINANCIAL FUTURES DECEMBER 31, 1997 (UNAUDITED)
Market Value Unrealized
Covered Appreciation
Financial Futures Sold Short Contracts by Contracts Expiration at 12/31/97
________________________ ___________ ____________ ____________ ____________
<S> <C> <C> <C> <C>
Dreyfus Premier Limited Term Municipal Fund:
Municipal Bond Index Futures............. 10 $1,231,250 March '98 $3,438
=======
</TABLE>
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997 (UNAUDITED)
Dreyfus Premier Dreyfus Premier
Limited Term Limited Term Pro Forma
Municipal New York Combined
Fund Municipal Fund (Note 1)
______________ ______________ ______________
<S> <C> <C> <C>
ASSETS: Investments in securities-See Statement of Investments $ 51,487,435 $ 8,901,885 $ 60,389,320
Cash.................................................... - 39,169 39,169
Interest receivable..................................... 902,326 164,272 1,066,598
Receivable for shares of Beneficial Interest subscribed 7,000 - 7,000
______________ ______________ ______________
Total Assets.................................... 52,396,761 9,105,326 61,502,087
______________ ______________ ______________
LIABILITIES: Due to The Dreyfus Corporation and affiliates 25,006 4,477 29,483
Due to Distributor...................................... 1,242 153 1,395
Cash overdraft due to Custodian......................... 21,834 - 21,834
Payable for shares of Beneficial Interest redeemed 8,874 - 8,874
Payable for futures variation margin 4,687 - 4,687
______________ ______________ ______________
Total Liabilities............................... 61,643 4,630 66,273
______________ ______________ ______________
NET ASSETS.................................................................... $ 52,335,118 $ 9,100,696 $ 61,435,814
============== ============== ==============
REPRESENTED BY: Paid-in capital.......................................... $ 49,912,907 $ 8,668,161 $ 58,581,068
Accumulated undistributed investment income-net......... (23,994) - (23,994)
Accumulated net realized gain (loss) on investments..... (54,302) (68) (54,370)
Accumulated net unrealized appreciation
(depreciation) on investments................... 2,500,507 432,603 2,933,110
______________ ______________ ______________
NET ASSETS.................................................................... $ 52,335,118 $ 9,100,696 $ 61,435,814
============== ============== ==============
Shares of Beneficial Interest outstanding:
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
Class A Shares............................................................ 1,467,941
==============
Class B Shares............................................................ 87,950
==============
Class C Shares............................................................ 12,358
==============
Class R Shares............................................................ 2,677,477
==============
DREYFUS PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND
Class A Shares............................................................ 154,929
==============
Class B Shares............................................................ 20,780
==============
Class C Shares............................................................ 6,863
==============
Class R Shares............................................................ 515,861
==============
<PAGE>
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997 (UNAUDITED)
Dreyfus Premier Dreyfus Premier
Limited Term Limited Term Pro Forma
Municipal New York Combined
Fund Municipal Fund (Note 1)
______________ ______________ ______________
NET ASSET VALUE per share:
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
Class A Shares
($18,095,806 / 1,467,941 shares)........................ $12.33
=======
Class B Shares
($1,083,898 / 87,950 shares)............................ $12.32
=======
Class C Shares
($152,645 / 12,358 shares).............................. $12.35
=======
Class R Shares
($33,002,769 / 2,677,477 shares)........................ $12.33
=======
DREYFUS PREMIER LIMITED TERM NEW YORK MUNICIPAL FUND
Class A Shares
($2,018,835 / 154,929 shares)........................... $13.03
=======
Class B Shares
($271,075 / 20,780 shares).............................. $13.05
=======
Class C Shares
($89,649 / 6,863 shares)................................ $13.06
=======
Class R Shares
($6,721,137 / 515,861 shares)........................... $13.03
=======
PRO FORMA COMBINED PORTFOLIO-CLASS A SHARES
($20,114,641 / 1,631,675 shares)...................... $12.33
=======
PRO FORMA COMBINED PORTFOLIO-CLASS B SHARES
($1,354,973 / 109,953 shares)......................... $12.32
=======
PRO FORMA COMBINED PORTFOLIO-CLASS C SHARES
($242,294 / 19,617 shares)............................ $12.35
=======
PRO FORMA COMBINED PORTFOLIO-CLASS R SHARES
($39,723,906 / 3,222,581 shares)...................... $12.33
=======
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
<PAGE>
PRO FORMA STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 1997 (UNAUDITED)
Dreyfus Premier Dreyfus Premier
Limited Term Limited Term Pro Forma
Municipal New York Combined
Fund Municipal Fund (Note 1)
______________ ______________ ______________
INVESTMENT INCOME
INCOME Interest Income........................................ $ 1,216,880 $ 229,110 $ 1,445,990
EXPENSES: Management fee......................................... $ 120,400 $ 22,290 $ 142,690
Distribution and service fees.......................... 26,174 3,822 29,996
Loan commitment fees................................... 116 53 169
______________ ______________ ______________
Total Expenses............................... 146,690 26,165 172,855
______________ ______________ ______________
INVESTMENT INCOME-NET........................................................ 1,070,190 202,945 1,273,135
______________ ______________ ______________
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on investments................ $ (7,725) $ 180 $ (7,545)
Net realized gain (loss) on financial futures.......... (45,913) - (45,913)
______________ ______________ ______________
Net Realized Gain (Loss)..................... (53,638) 180 (53,458)
Net unrealized appreciation
.. (depreciation) on investments................ 1,093,296 185,709 1,279,005
______________ ______________ ______________
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS....................... 1,039,658 185,889 1,225,547
______________ ______________ ______________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.......................................................... $ 2,109,848 $ 388,834 $ 2,498,682
============== ============== ==============
</TABLE>
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1-BASIS OF COMBINATION:
On April 23, 1998, the Boards of Dreyfus Premier Limited Term Municipal Fund
("Premier Limited Municipal") and Dreyfus Premier Limited Term New York
Municipal Fund ("Premier Limited New York") approved an Agreement and Plan of
Reorganization ("the Plan") whereby, subject to approval by the shareholders of
Premier Limited New York, Premier Limited Municipal, a series of The
Dreyfus/Laurel Tax-Free Municipal Funds ("the Trust") will acquire all the
assets of Premier Limited New York, a series of the Trust, subject to the
liabilities of the series, in exchange for a number of shares equal to the pro
rata net assets of shares of Premier Limited Municipal ("the Merger").
These pro forma financial statements display a two fund presentation for a
proposed three fund Merger (the Dreyfus Premier Limited Term California
Municipal Fund is excluded from this presentation).
The Merger will be accounted for as a tax free merger of investment
companies. The unaudited pro forma statement of investments and statement of
assets and liabilities reflect the financial position of Premier Limited
Municipal and Premier Limited New York at December 31, 1997 as if they had
been combined on April 23, 1998. The unaudited pro forma statement of
operations reflects the results of operations of Premier Limited Municipal
and Premier Limited New York for the year ended December 31, 1997 as if they
had been combined on April 23, 1998. These statements have been derived from
the Funds' respective books and records utilized in calculating daily net
asset value at the dates indicated above for Premier Limited Municipal and
Premier Limited New York, under generally accepted accounting principles. The
historical cost of investment securities will be carried forward to the
surviving entity and results of operations of Premier Limited Municipal for
pre-combination periods will not be restated.
The pro forma statements of investments, assets and liabilities and
operations should be read in conjunction with the historical financial
statements of the Funds included or incorporated by reference in the respective
Statements of Additional Information.
NOTE 2-PORTFOLIO VALUATION:
Investments in securities (excluding options and financial futures on
municipal and U.S. treasury securities) are valued each business day by an
independent pricing service ("Service") approved by the Board of Trustees.
Investments for which quoted bid prices are readily available, are
representative of the bid side of the market and in the judgment of the Service
are valued at the mean between the quoted bid prices (as obtained by the Service
from dealers in such securities) and asked prices (as calculated by the Service
based upon its evaluation of the market for such securities). Other investments
(which constitute a majority of the portfolio securities) are carried at fair
value as determined by the Service based on methods which include consideration
of: yields or prices of municipal securities of comparable quality, coupon,
maturity and type; indications as to values from dealers; and general market
conditions. Options and financial futures on municipal and U.S. treasury
securities are valued at the last sales price on the securities exchange on
which such securities are primarily traded or at the last sales price on the
national securities market on each business day. Investments not listed on an
exchange or the national securities market, or securities for which there were
no transactions, are valued at the average of the most recent bid and asked
prices. Bid price is used when no asked price is available.
NOTE 3-CAPITAL SHARES:
The pro forma net asset value per share assumes 163,734, 22,003, 7,259 and
545,104 additional shares of Beneficial Interest of Class A, Class B, Class C
and Class R, respectively, of Premier Limited Municipal were issued in
connection with the proposed acquisition by Premier Limited Municipal of Premier
Limited New York as of December 31, 1997. The pro forma number of shares that
would be issuable was calculated by dividing the net assets of Class A, Class B,
Class C and Class R of Premier Limited New York, respectively, at December 31,
1997 by the net asset value per share of Premier Limited Municipal Class A,
Class B, Class C and Class R, at December 31, 1997 of $12.33, $12.32, $12.35 and
$12.33 for Class A, Class B, Class C and Class R, respectively, for Common
Shares. The pro forma combined number of shares outstanding of 4,983,826
consists of the 163,734, 22,003, 7,259 and 545,104 shares issuable to Premier
Limited New York Class A, Class B, Class C and Class R shares, respectively, as
a result of the merger and the 1,467,941, 87,950, 12,358 and 2,677,477 shares of
Premier Limited Municipal outstanding Class A, Class B, Class C and Class R
shares, respectively, at December 31, 1997.
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
NOTE 4-PRO FORMA OPERATING EXPENSES:
The accompanying pro forma financial statements reflect changes in fund
shares as if the merger had taken place on December 31, 1997. Although it is
anticipated that there will be an elimination of certain duplicative expenses as
a result of the proposed Merger, the actual amount of such expenses cannot be
determined because it is not possible to predict the cost of future operations.
The expense ratios for each share class of each Fund are the same;
therefore, no adjustments to the Pro Forma amounts are necessary.
NOTE 5-MERGER COST:
Merger costs are estimated at approximately $57,000 and are not included in
the pro forma statement of operations since these costs are not recurring. These
costs represent the estimated expense of the Funds carrying out their
obligations under the Agreement and Plan of Reorganization and consist of
management's estimate of legal fees, accounting fees, printing costs and mailing
charges related to the proposed merger.
NOTE 6-FEDERAL INCOME TAXES:
Each Fund has elected to be taxed as a "regulated investment company" under
the Internal Revenue Code. After the Merger, Premier Limited Municipal intends
to continue to qualify as a regulated investment company, if such qualification
is in the best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable sections of
the Internal Revenue Code, and to make distributions of taxable income
sufficient to relieve it from all, or substantially all, Federal income taxes.
The identified cost of investments for the Funds is substantially the same
for both financial accounting and Federal income tax purposes. The tax cost of
investments will remain unchanged for the combined entity.
<PAGE>
[Dreyfus runclose lion logo]
DREYFUS PREMIER
LIMITED TERM MUNICIPAL FUND
DREYFUS PREMIER
LIMITED TERM CALIFORNIA MUNICIPAL FUND
DECEMBER 31, 1997
Dreyfus
<PAGE>
TABLE OF CONTENTS
PAGE
PRO FORMA STATEMENT OF INVESTMENTS.............................. 3
STATEMENT OF FINANCIAL FUTURES.................................. 15
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES................... 16
PRO FORMA STATEMENT OF OPERATIONS............................... 18
NOTES TO FINANCIAL STATEMENTS................................... 19
<PAGE>
<TABLE>
<CAPTION>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMASTATEMENT OF INVESTMENTS
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Long-Term Municipal Investments-97.0%
Alaska-1.6%
Anchorage Port and Term Facilities,
Revenue, Refunding
6%, 2/1/2003 (Insured; MBIA).......... $ 1,110,000 $ - $ 1,110,000 $ 1,200,554 $ - $ 1,200,554
Arizona-3.5%
Maricopa County Unified School District
Number 69 (Paradise Valley)
6.35%, 7/1/2010 (Insured; MBIA)....... 550,000 - 550,000 643,880 - 643,880
Mesa, Refunding 5.90%, 7/1/2000
(Insured; AMBAC)....... 500,000 - 500,000 523,360 - 523,360
Phoenix, Refunding 6.25%, 7/1/2016..... 1,250,000 - 1,250,000 1,458,775 - 1,458,775
Arkansas-.7%
North Little Rock, Electric Revenue,
Refunding 6%, 7/1/2001 (Insured; MBIA).... 500,000 - 500,000 532,865 - 532,865
California-29.0%
Alameda County, COP, Refunding
(Capital Projects)
5.25%, 6/1/2005 (Insured; AMBAC)...... 1,000,000 - 1,000,000 1,057,270 - 1,057,270
State of California:
6.80%, 10/1/2005...................... - 700,000 700,000 - 816,403 816,403
6.60%, 10/1/2005...................... - 510,000 510,000 - 602,881 602,881
California Educational Facilities
Authority, College and
University Revenue,
Refunding (Los Angeles
College Chiropractic) 5.75%, 11/1/2006 - 780,000 780,000 - 826,440 826,440
California Health Facilities
Finance Authority,
Lease Revenue, Refunding
(Presbyterian Hospital) 5.50%,
5/1/2007 (Insured; MBIA) - 500,000 500,000 - 541,575 541,575
California Housing Finance Agency, Home
Mortgage Revenue
5.65%, 8/1/2006 (Insured;MBIA)........ - 655,000 655,000 - 691,450 691,450
5.65%, 8/1/2017 (Insured;MBIA)........ - 400,000 400,000 - 410,588 410,588
California Public Works Board,
Lease Revenue:
(Corcoran State Prison) 7%, 9/1/1998.. - 200,000 200,000 - 202,526 202,526
High Technology Facilities (Berkeley
Campus) 7.20%, 3/1/2001 - 150,000 150,000 - 153,851 153,851
Refunding (California State
University) 5.50%, 10/1/2007 - 500,000 500,000 - 540,800 540,800
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
Long-Term Municipal Investments (continued)
California (continued)
California Rural Home Mortgage
Finance Authority,
Single Family Mortgage Revenue
5.75%, 8/1/2009 (Guaranteed; FNMA).... $ - $ 525,000 $ 525,000 $ - $ 547,538 $ 547,538
Elk Grove Unified School District,
Special Tax Revenue, Refunding
(Community Facilities District No. 1)
6.50%, 12/1/2006
(Insured; AMBAC)...................... - 400,000 400,000 - 467,560 467,560
Franklin-McKinley School District,
Refunding
5.20%, 7/1/2004 (Insured; MBIA)....... - 375,000 375,000 - 397,556 397,556
Kern High School District, Refunding
6.40%, 2/1/2012 (Insured; MBIA)....... - 750,000 750,000 - 875,505 875,505
Los Angeles, Wastewater System Revenue
7.10%, 11/1/1998 - 150,000 150,000 - 153,390 153,390
Los Angeles County Metropolitan
Transportation Authority,
Sales Tax Revenue
8%, 7/1/2000 (Insured; AMBAC)......... - 500,000 500,000 - 548,010 548,010
Los Angeles County Transportation
Commission,
Sales Tax Revenue, Refunding
6.80%, 7/1/1999....................... - 150,000 150,000 - 156,345 156,345
Metropolitan Water District of Southern
California, Waterworks Revenue
6.375%, 7/1/2002...................... - 835,000 835,000 - 913,139 913,139
Modesto, Wastewater Treatment
Facilities Revenue
6%, 11/1/2009 (Insured; MBIA)........... - 500,000 500,000 - 570,910 570,910
Northern California, Transmission
Revenue, Refunding (Project No. 1)
6.25%, 8/15/2000 (Insured; MBIA)...... - 360,000 360,000 - 373,270 373,270
Northern California,
Transmission Revenue,
Refunding (California-Oregon
Transmission)
5.25%, 5/1/2008 (Insured; MBIA)....... 1,000,000 - 1,000,000 1,074,030 - 1,074,030
Redding JT Powers Financing Authority,
Electrical Systems Revenue
5.25%, 6/1/2015 (Insured; MBIA)....... - 670,000 670,000 - 684,318 684,318
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
Long-Term Municipal Investments (continued)
California (continued)
Rio Linda Unified School District,
Refunding
6%, 8/1/2007 (Insured; FSA)........... $ - $ 400,000 $ 400,000 $ - $ 450,924 $ 450,924
Riverside County Transportation
Commission, Sales Tax Revenue :
6.50%, 6/1/2001 (Insured; AMBAC)...... - 520,000 520,000 - 562,541 562,541
Refunding, 6%, 6/1/2009
(Insured; FGIC).............. - 500,000 500,000 - 569,005 569,005
Sacramento Municipal Utilities District,
Electrical Revenue
6.30%, 9/1/2001 (Insured; MBIA)....... - 500,000 500,000 - 540,245 540,245
San Diego County Regional Transportation
Commission,
Sales Tax Revenue
6%, 4/1/2004 (Insured; FGIC).......... - 750,000 750,000 - 826,725 826,725
San Francisco Bay Area Rapid Transit
District,
Sales Tax Revenue, Refunding
6.70%, 7/1/2000....................... - 500,000 500,000 - 532,920 532,920
San Francisco City and County Airport
Commission,
International Airport Revenue
5.625%, 5/1/2006 (Insured; FGIC)...... - 500,000 500,000 - 541,770 541,770
San Francisco City and County Public
Utilities Commssion,
Water Revenue, Refunding:
6%, 11/1/2003......................... - 750,000 750,000 - 824,033 824,033
6.375%, 11/1/2006..................... - 500,000 500,000 - 552,255 552,255
San Jose Redevelopment Agency,
Tax Allocation
(Merged Area Redevelopment Project)
6%, 8/1/2009 (Insured; MBIA)........... - 625,000 625,000 - 712,219 712,219
Santa Margarita-Dana Point Authority,
Revenue, Refunding
7.25%, 8/1/2007 (Insured; MBIA)....... - 500,000 500,000 - 613,280 613,280
San Mateo County Transit District,
Sales Tax Revenue, Refunding
6.20%, 6/1/1999 (Insured; MBIA)....... - 100,000 100,000 - 102,975 102,975
Santa Rosa, Wastewater Revenue
6.20%, 9/1/2003 (Prerefunded 9/1/2002)
(Insured; FGIC) (a) - 350,000 350,000 - 385,595 385,595
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
Long-Term Municipal Investments (continued)
California (continued)
Simi Valley Unified School District,
Refunding
6.25%, 8/1/2004 (Insured; FGIC)....... $ - $ 700,000 $ 700,000..$ - $ 781,676 $ 781,676
Southern California Public Power
Authority,
Power Project Revenue, Refunding
(Hydroelectric-Hoover Uprating
Project) 6.30%, 10/1/2002 - 420,000 420,000 - 459,766 459,766
Tri-City Hospital District, Revenue,
Refunding
6%, 2/15/2005 (Insured; MBIA).......... - 500,000 500,000 - 553,840 553,840
Westside Unified School District,
Refunding
6%, 8/1/2014 (Insured; AMBAC)......... - 385,000 385,000 - 437,876 437,876
Connecticut-2.1%
Connecticut, Special Tax Obligation
Revenue
(Transportation Infrastructure)
5.25%, 10/1/1999 (Insured; FGIC)..... 1,000,000 - 1,000,000 1,023,070 - 1,023,070
Stamford 6.60%, 1/15/2007............... 500,000 - 500,000 584,140 - 584,140
Florida-3.7%
Dade County:
Sales Tax Revenue, Refunding
6%, 10/1/2002 (Insured; AMBAC)........ 1,000,000 - 1,000,000 1,082,070 - 1,082,070
Water and Sewer System Revenue
6.25%, 10/1/2008 (Insured; FGIC)...... 535,000 - 535,000 620,006 - 620,006
Miami Health Facilities Authority,
Health Facilities Revenue
(Mercy Hospital Project)
6.75%, 8/1/2020 (Insured; AMBAC)
(Prerefunded 8/1/2001) (a) 1,000,000 - 1,000,000.....1,105,260 - 1,105,260
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
Long-Term Municipal Investments (continued)
Georgia-5.1%
Georgia Municipal Electric Authority,
Power Revenue, Refunding
6%, 1/1/2006 $ 900,000 $ - $ 900,000..$ 987,642 $ - $ 987,642
Chicago Metropolitan Water Reclamation
District
(Chicago Capital Improvement)
7.25%, 12/1/2012...................... 1,000,000 - 1,000,000 1,262,490 - 1,262,490
Illinois Development Finance Authority,
PCR, Refunding
(Central Illinois Public Service
Company) 5.70%, 8/15/2026 750,000 - 750,000. 767,378 - 767,378
Regional Transportation Authority 7.75%,
6/1/2012 (Insured; FGIC).............. 390,000 - 390,000 510,140 - 510,140
Sangamon County School District Number
186 (Springfield)
7.70%, 6/1/2001 (Insured; MBIA)....... 300,000 - 300,000 334,791 - 334,791
Indiana-.8%
Indiana Transportation Finance
Authority, Highway Revenue
7.875%, 12/1/2011 (Insured; MBIA)
(Prerefunded 12/1/1998) (a) 50,000 - 50,000... 52,810 - 52,810
Indianapolis Airport Authority, Special
Facilities Revenue
(Federal Express Corp. Project)
7.10%, 1/15/2017...................... 500,000 - 500,000 560,855 - 560,855
Iowa-1.4%
Iowa Student Loan Liquidity Corp.,
Student Loan Revenue, Refunding
5.65%, 12/1/2005...................... 1,000,000 - 1,000,000 1,053,690 - 1,053,690
Kentucky-1.5%
Kentucky Turnpike Authority, Economic
Development Road
Revenue, Refunding
(Revitalization Projects) 6.50%,
7/1/2007 (Insured; AMBAC) 1,000,000 - 1,000,000.....1,163,320 - 1,163,320
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
Long-Term Municipal Investments (continued)
Maryland-5.2%
Maryland, State and Local Facilities
Loan 5.25%, 6/15/2006 $ 1,400,000 $ - $ 1,400,000. $ 1,495,984 $ - $ 1,495,984
Massachusetts, Special Obligation
Revenue 7%, 6/1/2002. 1,000,000 - 1,000,000 1,115,300 - 1,115,300
Massachusetts Turnpike Authority,
Metropolitian Highway
System Revenue
5%, 1/1/2037 (Insured; MBIA).......... 500,000 - 500,000 484,990 - 484,990
Worcester, Refunding (Municipal Purpose)
6.25%, 7/1/2009 (Insured; MBIA)....... 720,000 - 720,000 832,507 - 832,507
Michigan-4.9%
Berkley City School District
(Qualified School Board Loan Fund)
7%, 1/1/2009 (Insured; FGIC).......... 1,030,000 - 1,030,000 1,249,998 - 1,249,998
Comstock Park Public Schools
6%, 5/01/2016 (Prerefunded
5/1/1999) (a)............. 50,000 - 50,000 52,284. - 52,284
Flowerville Community School District
6.50%, 5/1/2006 (Insured; MBIA)....... 555,000 - 555,000 636,496 - 636,496
Lance Creuse Public Schools, Refunding
5%, 5/1/2004 (Insured; AMBAC)......... 1,140,000 - 1,140,000 1,189,738 - 1,189,738
Saint John's Public Schools (Qualified
School Board Loan Fund)
6.50%, 5/1/2006 (Insured; FGIC)........ 525,000 - 525,000 603,272 - 603,272
Mississippi-.8%
Mississippi Higher Education Assistance
Corporation,
Student Loan Revenue
6.05%, 9/1/2007....................... 565,000 - 565,000 597,911 - 597,911
Nebraska-4.8%
Omaha, Refunding 4.70%, 5/1/2003........ 1,000,000 - 1,000,000 1,027,610 - 1,027,610
Cumberland County Improvement
Authority, SWDR
6%, 1/1/2001 (Insured; FGIC).......... 500,000 - 500,000 520,320 - 520,320
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
Long-Term Municipal Investments (continued)
Nebraska (continued)
Ocean County Utilities Authority,
Wastewater Revenue, Refunding
5%, 1/1/2004 $ 1,000,000 $ - $ 1,000,000..$ 1,040,970 $ - $ 1,040,970
New Jersey Transportation Corporation,
Capital Grant Anticipation Notes
5.50%, 9/1/2003 (Insured; FSA)........ 1,000,000 - 1,000,000 1,057,380 - 1,057,380
New York-6.1%
New York City:
5.75%, 8/1/2012....................... 445,000 - 445,000 467,019 - 467,019
Refunding
6.20%, 8/1/2007..................... 1,000,000 - 1,000,000 1,087,970 - 1,087,970
New York State, Refunding 6.25%,
8/15/2004............. 1,000,000 - 1,000,000 1,111,770 - 1,111,770
New York State Dormitory Authority,
Revenue
Refunding:
(Mental Health Services Facilities)
6%, 8/15/2005.. 1,000,000 - 1,000,000 1,094,140 - 1,094,140
(State University Educational)
7.125%, 5/15/2009
(Insured; FGIC) (Prerefunded
5/15/1999) (a).... 200,000 - 200,000 212,124 - 212,124
New York State Environmental Facilities
Corporation, PCR
State Water Revolving Fund
7.50%, 6/15/2012...................... 500,000 - 500,000 548,245 - 548,245
Triborough Bridge and Tunnel Authority,
General Purpose Revenue
7%, 1/1/2011 (Prerefunded 1/1/1999) (a).. 100,000 - 100,000 104,671 - 104,671
North Carolina-2.0%
Charlotte, Refunding 5.50%, 7/1/2004.... 1,405,000 - 1,405,000 1,494,105 - 1,494,105
North Carolina Eastern Municipal
Power Agency,
Power System Revenue, Refunding
8%, 1/1/2021 (Prerefunded 1/1/1998) (a).. 5,000 - 5,000 5,100.. - 5,100
Ohio-1.3%
Clermont County, Hospital Facilities
Revenue, Refunding
(Mercy Health System) 5.25%, 9/1/2003
(Insured; AMBAC) 685,000 - 685,000 719,134 - 719,134
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
Long-Term Municipal Investments (continued)
Ohio (continued)
Tri County Metropolitan Transportation
District (Light Rail Extension)
5.60%, 7/1/2003....................... $ 250,000 $ - $ 250,000..$ 266,608 $ - $ 266,608
Pennsylvania-2.9%
Pennsylvania Intergovernmental Coop
Authority, Special Tax Revenue
(City of Philadelphia Funding Program)
6.80%, 6/15/2022 (Prerefunded
6/15/2002) (a)......... 1,000,000 - 1,000,000 1,105,990 - 1,105,990
Somerset County General Authority,
Commonwealth LR
6.70%, 10/15/2003 (Insured; FGIC)
(Prerefunded 10/15/2001) (a).......... 1,000,000 - 1,000,000 1,090,850 - 1,090,850
South Carolina-.7%
Anderson County, Hospital Facilities
Revenue
(Anderson Memorial Hospital)
7.50%, 2/1/2018 (Insured; MBIA)
(Prerefunded 2/1/1998) (a) 500,000 - 500,000. 511,515 - 511,515
Tennessee-.7%
Louden County Industrial Development
Board, SWDR
(Kimberly-Clark Corporation Project)
6.20%, 2/1/2023........................ 500,000 - 500,000 532,165 - 532,165
Texas-6.1%
Austin, Utility System Revenue
8%, 11/15/2016 (Prerefunded
5/15/2001) (a)......................... 200,000 - 200,000 224,520 - 224,520
Fort Bend Independent School
District, Refunding
(Permanent School Fund Guaranteed)
6.60%, 2/15/2004...................... 875,000 - 875,000 985,171 - 985,171
Lewisville Independent School District
(Building Bonds)
(Permanent School Fund Guaranteed):
7.50%, 8/15/2006.................... 650,000 - 650,000 794,710 - 794,710
7.50%, 8/15/2007.................... 600,000 - 600,000 742,992 - 742,992
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
Long-Term Municipal Investments (continued)
Texas (continued)
Mesquite, Independent School District,
Refunding
5%, 8/15/2007......................... $ 1,000,000 $ - $ 1,000,000..$ 1,045,810 $ - $ 1,045,810
Red River Authority, PCR (Hoechst
Celanese Corp. Project)
6.875%, 4/1/2017....................... 750,000 - 750,000 818,888 - 818,888
Utah-.8%
Intermountain Power Agency, Power Supply
Revenue, Refunding
6.25%, 7/1/2009 (Insured; FSA)........ 500,000 - 500,000 577,645 - 577,645
Vermont-1.8%
Vermont Educational and Health Buildings
Financing Agency, Revenue
(Middlebury College Project)
6%, 11/1/2003........... 1,260,000 - 1,260,000 1,377,545 - 1,377,545
Virginia-1.4%
Virginia Transportation Board,
Transportation Contract Revenue,
Refunding
(Route 28 Project) 6%, 4/1/2005....... 1,000,000 - 1,000,000 1,080,789 - 1,080,789
Washington-2.3%
Washington Public Power Supply System,
Revenue, Refunding
(Nuclear Project No. 1):
6%, 7/1/2006 (Insured; MBIA)........ 500,000 - 500,000 552,865 - 552,865
7%, 7/1/2008........................ 1,000,000 - 1,000,000 1,182,969 - 1,182,969
Wisconsin-.7%
Wisconsin, Health and Educational
Facilities Revenue
(Aurora Medical Group Inc.) 5.75%,
11/15/2007 (Insured; FSA) 500,000 - 500,000. 548,969 - 548,969
U.S. Related-5.1%
Commonwealth of Puerto Rico, Refunding
6.25%, 7/1/2011 (Insured; MBIA)........ - 750,000 750,000 - 868,913 868,913
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
Long-Term Municipal Investments (continued)
U.S. Related (continued)
Puerto Rico Electric Power Authority,
Power Revenue, Refunding
6.50%, 7/1/2006 (Insured; MBIA)....... . $ - $ 625,000 $ 625,000..$ - $ 721,313 $ 721,313
Puerto Rico Highway and Transportation
Authority, Highway Revenue:
6.25%, 7/1/2004 (Insured; MBIA)....... - 500,000 500,000 - 557,330 557,330
Puerto Rico Public Buildings Authority,
Government Guaranteed Facilities
6.25%, 7/1/2010 (Insured; AMBAC)
(Guaranteed; Commonwealth of
Puerto Rico)............ - 750,000 750,000 - 870,150 870,150
University of Puerto Rico, University
Revenue, Refunding
6.25%, 6/1/2008 (Insured; MBIA)....... - 750,000 750,000 - 864,705 864,705
_
TOTAL LONG-TERM MUNICIPAL INVESTMENTS
(cost $73,591,546).................... $ 49,787,435 $ 23,804,111 $ 73,591,546
============== ============= =============
Short-Term Municipal Investments-3.0%
Alabama-.1%
Northern Alabama Environmental
Improvement Authority,
PCR, Refunding, VRDN (Reynold Metals)
5% (LOC;
Bank of Nova Scotia Trust Company of
New York) (b,c). $ 100,000 $ - $ 100,000..$ 100,000 $ - $ 100,000
California-1.3%
Los Angeles Regional Airports
Improvement Corp., LR, VRDN
(American Airlines-Los Angeles
International):
5% (LOC; Wachovia Bank of
Georgia) (b,c)........... 400,000 - 400,000 400,000 - 400,000
5% (LOC; Wachovia Bank of
Georgia) (b,c)........... - 300,000 300,000 - 300,000 300,000
5% (LOC; Wachovia Bank of
Georgia) (b,c)........... - 300,000 300,000 - 300,000 300,000
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
PRO FORMA STATEMENT OF INVESTMENTS (CONTINUED)
DECEMBER 31, 1997 (UNAUDITED)
Principal Amount Value
------------------------------------------- -----------------------------------------
Dreyfus Dreyfus
Dreyfus Premier Dreyfus Premier
Premier Limited Premier Limited
Limited Term Limited Term
Term California Term California
Municipal Municipal Municipal Municipal
Fund Fund Total Fund Fund Total
--------- ---------- --------- --------- ---------- ---------
Short-Term Municipal Investments (continued)
New York-.5%
New York City Municipal Water Finance
Authority,
Water and Sewer System
Revenue, VRDN 5% (Insured; FGIC) (b).. $ 100,000 $ - $ 100,000..$ 100,000 $ - $ 100,000
Port Portland, PCR, VRDN (Reynolds
Metals)
5% (LOC; Bank of Nova Scotia Trust
Company of New York) (b,c) 300,000 - 300,000. 300,000 - 300,000
South Carolina-.3%
South Carolina Jobs-Economic Development
Authority, EDR, VRDN
(Saint Francis Hospital) 5% (LOC; The
Chase Manhatten Bank) (b,c) 200,000 - 200,000. 200,000 - 200,000
Tennessee-.1%
Sullivan County, Industrial Development
Board, PCR, Refunding, VRDN
(Mead Corp. Project) 5% (LOC; Union
Bank of Switzerland) (b,c) 100,000 - 100,000. 100,000 - 100,000
Texas-.7%
Grand Prairie Housing Finance
Corporation, MFHR, Refunding, VRDN
(Winridge Grand Prairie) 3.70% (b).... 100,000 - 100,000 100,000 - 100,000
Grapevine Industrial Development
Corporation, Revenue, VRDN
(Multiple Mode-American Airlines):
5% (LOC; Morgan Guaranty
Trust Co.) (b,c)............ 100,000 - 100,000 100,000 - 100,000
5% (LOC; Morgan Guaranty
Trust Co.) (b,c)............ 300,000 - 300,000 300,000 - 300,000
---------- --------- -------
TOTAL SHORT-TERM MUNICIPAL INVESTMENTS
(cost $2,300,000)..................... $ 1,700,000 $ 600,000 $ 2,300,000
============== ============ ============
TOTAL INVESTMENTS-100.0%
(cost $48,990,366 and $22,999,824, respectively)..... $ 51,487,435 $ 24,404,111 $ 75,891,546
============== ============ ============
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
Summary of Abbreviations
AMBAC American Municipal Bond Assurance Corporation LR Lease Revenue
COP Certificate of Participation MBIA Municipal Bond Investors Assurance
EDR Economic Development Revenue Insurance Corporation
FGIC Financial Guaranty Insurance Company PCR Pollution Control Revenue
FNMA Federal National Mortgage Association SWDR Solid Waste Disposal Revenue
FSA Financial Security Assurance VRDN Variable Rate Demand Notes
LOC Letter of Credit
Summary of Combined Ratings (Unaudited)
Standard
Fitch(d) or Moody's or & Poor's Percentage of Value
_______ _______ ________ ____________________________________
Dreyfus Premier Dreyfus Premier
Limited Limited Term California
Municipal Fund Municipal Fund
______________ __________________
AAA Aaa AAA 62.9% 69.9%
AA Aa AA 20.6 14.1
A A A 9.9 10.1
BBB Baa BBB 3.2 3.4
F1 MIGI/P1 SP/A1 3.3 2.5
Not Rated (e) Not Rated (e) Not Rated (e) .1 .-
_______ _______
100.0% 100.0%
_______ _______
Notes to Statement of Investments:
(a) Bonds which are prerefunded are collateralized by U.S. Government
securities which are held in escrow and are used to pay principal and
interest on the municipal issue and to retire the bonds in full at the
earliest refunding date.
(b) Securities payable on demand. The interest rate, which is subject to
change, is based upon bank prime rates or an index of market interest
rates.
(c) Secured by letters of credit.
(d) Fitch currently provides creditworthiness information for a limited number
of investments.
(e) Securities which, while not rated by Fitch, Moody's and Standard & Poor's,
have been determined by the Manager to be of comparable quality to those
rated securities in which the Fund may invest.
(f) At December 31, 1997, 40.3% of the Dreyfus Premier Limited Term California
Municipal Fund's net assets are insured by MBIA.
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
<PAGE>
PRO FORMA STATEMENT OF FINANCIAL FUTURES DECEMBER 31, 1997 (UNAUDITED)
Market Value Unrealized
Covered Appreciation
Financial Futures Sold Short Contracts by Contracts Expiration at 12/31/97
________________________ ___________ ____________ ____________ ____________
Dreyfus Premier Limited Term Municipal Fund:
Municipal Bond Index Futures............. 10 $1,231,250 March '98 $3,438
Dreyfus Premier Limited Term California Municipal Fund:
Municipal Bond Index Futures............. 5 615,625 March '98 1,719
_______
$5,157
=======
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
<PAGE>
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997 (UNAUDITED)
Dreyfus Premier Dreyfus Premier
Limited Term Limited Term Pro Forma
Municipal California Combined
Fund Municipal Fund (Note 1)
_________________ _________________ ________________
ASSETS: Investments in securities-
See Statement of Investments $ 51,487,435 $ 24,404,111 $ 75,891,546
Cash............................ - 200,599 200,599
Interest receivable................ . 902,326 446,050 1,348,376
Receivable for shares of Beneficial Interest subscribed 7,000 - 7,000
______________ ______________ _____________
.... Total Assets 52,396,761 25,050,760 77,447,521
______________ ______________ _____________
LIABILITIES: Due to The Dreyfus Corporation and affiliates 25,006 14,325 39,331
Due to Distributor.................. 1,242 388 1,630
Cash overdraft due to Custodian..... 21,834 - 21,834
Payable for shares of Beneficial Interest redeemed 8,874 - 8,874
Payable for futures variation margin 4,687 - 4,687
______________ ______________ _____________
......... Total Liabilities 61,643 14,713 76,356
______________ ______________ _____________
NET ASSETS $ 52,335,118 $ 25,036,047 $ 77,371,165
============== ============== =============
REPRESENTED BY: Paid-in capital...................... $ 49,912,907 $ 23,631,284 $ 73,544,191
Accumulated undistributed investment income-net (23,994) - (23,994)
Accumulated net realized gain (loss) on investments (54,302) (1,243) (55,545)
Accumulated net unrealized appreciation
(depreciation) on investments 2,500,507 1,406,006 3,906,513
______________ ______________ _____________
NET ASSETS $ 52,335,118 $ 25,036,047 $ 77,371,165
============== ============== =============
Shares of Beneficial Interest outstanding:
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
Class A Shares. 1,467,941
==============
Class B Shares. 87,950
==============
Class C Shares....................................... 12,358
==============
Class R Shares.................................... 2,677,477
==============
DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND
Class A Shares.......................................... 608,519
==============
Class B Shares.......................................... 23,620
==============
Class C Shares.......................................... 13,725
==============
Class R Shares.......................................... 1,235,239
==============
<PAGE>
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997 (UNAUDITED)
Dreyfus Premier Dreyfus Premier
Limited Term Limited Term Pro Forma
Municipal California Combined
Fund Municipal Fund (Note 1)
_________________ _________________ ________________
______
NET ASSET VALUE per share:
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
Class A Shares
($18,095,806 / 1,467,941 shares)........................ $12.33
=======
Class B Shares
($1,083,898 / 87,950 shares)............................ $12.32
=======
Class C Shares
($152,645 / 12,358 shares).............................. $12.35
=======
Class R Shares
($33,002,769 / 2,677,477 shares)........................ $12.33
=======
DREYFUS PREMIER LIMITED TERM CALIFORNIA MUNICIPAL FUND
Class A Shares
($8,099,165 / 608,519 shares)........................... $13.31
=======
Class B Shares
($314,466 / 23,620 shares).............................. $13.31
=======
Class C Shares
($183,149 / 13,725 shares).............................. $13.34
=======
Class R Shares
($16,439,267 / 1,235,239 shares)........................ $13.31
=======
PRO FORMA COMBINED PORTFOLIO-CLASS A SHARES
($26,194,971 / 2,124,808 shares)........................ $12.33
=======
PRO FORMA COMBINED PORTFOLIO-CLASS B SHARES
($1,398,364 / 113,475 shares)........................... $12.32
=======
PRO FORMA COMBINED PORTFOLIO-CLASS C SHARES
($335,794 / 27,188 shares).............................. $12.35
=======
PRO FORMA COMBINED PORTFOLIO-CLASS R SHARES
($49,442,036 / 4,010,751 shares)........................ $12.33
=======
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
<PAGE>
PRO FORMA STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 1997 (UNAUDITED)
Dreyfus Premier Dreyfus Premier
Limited Term Limited Term Pro Forma
Municipal California Combined
Fund Municipal Fund (Note 1)
_________________ _________________ ________________
INVESTMENT INCOME
INCOME Interest Income........ $ 1,216,880 $ 642,959 $ 1,859,839
______________ ______________ ______________
EXPENSES: Management fee.................. $ 120,400 $ 62,101 $ 182,501
Distribution and service fees....... 26,174 11,542 37,716
Loan commitment fees................ 116 68 184
______________ ______________ ____________
...................... Total Expenses 146,690 73,711 220,401
______________ ______________ ____________
INVESTMENT INCOME-NET................................ 1,070,190 569,248 1,639,438
______________ ______________ ____________
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on investments $ (7,725) $ 112,766 $ 105,041
Net realized gain (loss) on financial futures (45,913) (22,956) (68,869)
______________ ______________ ____________
.Net Realized Gain (Loss) (53,638) 89,810 36,172
Net unrealized appreciation
(depreciation) on investments..... 1,093,296 413,094 1,506,390
______________ ______________ ____________
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.... 1,039,658 502,904 1,542,562
______________ ______________ ____________
______
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS ................................. $ 2,109,848 $ 1,072,152 $ 3,182,000
============== ============== ============
SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1-BASIS OF COMBINATION:
On April 23, 1998, the Boards of Dreyfus Premier Limited Term Municipal Fund
("Premier Limited Municipal") and Dreyfus Premier Limited Term California
Municipal Fund ("Premier Limited California") approved an Agreement and Plan of
Reorganization ("the Plan") whereby, subject to approval by the shareholders of
Premier Limited California, Premier Limited Municipal, a series of The
Dreyfus/Laurel Tax-Free Municipal Funds ("the Trust") will acquire all the
assets of Premier Limited California, a series of the Trust, subject to the
liabilities of the series, in exchange for a number of shares equal to the pro
rata net assets of shares of Premier Limited Municipal ("the Merger").
These pro forma financial statements display a two fund presentation for a
proposed three fund Merger (the Dreyfus Premier Limited Term New York Municipal
Fund is excluded from this presentation).
The Merger will be accounted for as a tax free merger of investment
companies. The unaudited pro forma statement of investments and statement of
assets and liabilities reflect the financial position of Premier Limited
Municipal and Premier Limited California at December 31, 1997 as if they had
been combined on April 23, 1998. The unaudited pro forma statement of operations
reflects the results of operations of Premier Limited Municipal and Premier
Limited California for the year ended December 31, 1997 as if they had been
combined on April 23, 1998. These statements have been derived from the Funds'
respective books and records utilized in calculating daily net asset value at
the dates indicated above for Premier Limited Municipal and Premier Limited
California, under generally accepted accounting principles. The historical cost
of investment securities will be carried forward to the surviving entity and
results of operations of Premier Limited Municipal for pre-combination periods
will not be restated.
The pro forma statements of investments, assets and liabilities and
operations should be read in conjunction with the historical financial
statements of the Funds included or incorporated by reference in the respective
Statements of Additional Information.
NOTE 2-PORTFOLIO VALUATION:
Investments in securities (excluding options and financial futures on
municipal and U.S. treasury securities) are valued each business day by an
independent pricing service ("Service") approved by the Board of Trustees.
Investments for which quoted bid prices are readily available, are
representative of the bid side of the market and in the judgment of the Service
are valued at the mean between the quoted bid prices (as obtained by the Service
from dealers in such securities) and asked prices (as calculated by the Service
based upon its evaluation of the market for such securities). Other investments
(which constitute a majority of the portfolio securities) are carried at fair
value as determined by the Service based on methods which include consideration
of: yields or prices of municipal securities of comparable quality, coupon,
maturity and type; indications as to values from dealers; and general market
conditions. Options and financial futures on municipal and U.S. treasury
securities are valued at the last sales price on the securities exchange on
which such securities are primarily traded or at the last sales price on the
national securities market on each business day. Investments not listed on an
exchange or the national securities market, or securities for which there were
no transactions, are valued at the average of the most recent bid and asked
prices. Bid price is used when no asked price is available.
NOTE 3-CAPITAL SHARES:
The pro forma net asset value per share assumes 656,867, 25,525, 14,830 and
1,333,274 additional shares of Beneficial Interest of Class A, Class B, Class C
and Class R, respectively, of Premier Limited Municipal were issued in
connection with the proposed acquisition by Premier Limited Municipal of Premier
Limited California as of December 31, 1997. The pro forma number of shares that
would be issuable was calculated by dividing the net assets of Class A, Class B,
Class C and Class R of Premier Limited California, respectively, at December 31,
1997 by the net asset value per share of Premier Limited Municipal Class A,
Class B, Class C and Class R, at December 31, 1997 of $12.33, $12.32, $12.35 and
$12.33 for Class A, Class B, Class C and Class R, respectively, for Common
Shares. The pro forma combined number of shares outstanding of 6,276,222
consists of the 656,867, 25,525, 14,830 and 1,333,274 shares issuable to Premier
Limited California Class A, Class B, Class C and Class R shares, respectively,
as a result of the merger and the 1,467,941, 87,950, 12,358 and 2,677,477 shares
of Premier Limited Municipal outstanding Class A, Class B, Class C and Class R
shares, respectively, at December 31, 1997.
<PAGE>
DREYFUS PREMIER LIMITED TERM MUNICIPAL FUND
NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
NOTE 4-PRO FORMA OPERATING EXPENSES:
The accompanying pro forma financial statements reflect changes in fund
shares as if the merger had taken place on December 31, 1997. Although it is
anticipated that there will be an elimination of certain duplicative expenses as
a result of the proposed Merger, the actual amount of such expenses cannot be
determined because it is not possible to predict the cost of future operations.
The expense ratios for each share class of each Fund are the same;
therefore, no adjustments to the Pro Forma amounts are necessary.
NOTE 5-MERGER COST:
Merger costs are estimated at approximately $63,000 and are not included in
the pro forma statement of operations since these costs are not recurring. These
costs represent the estimated expense of the Funds carrying out their
obligations under the Agreement and Plan of Reorganization and consist of
management's estimate of legal fees, accounting fees, printing costs and mailing
charges related to the proposed merger.
NOTE 6-FEDERAL INCOME TAXES:
Each Fund has elected to be taxed as a "regulated investment company" under
the Internal Revenue Code. After the Merger, Premier Limited Municipal intends
to continue to qualify as a regulated investment company, if such qualification
is in the best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable sections of
the Internal Revenue Code, and to make distributions of taxable income
sufficient to relieve it from all, or substantially all, Federal income taxes.
The identified cost of investments for the Funds is substantially the same
for both financial accounting and Federal income tax purposes. The tax cost of
investments will remain unchanged for the combined entity.
<PAGE>
DREYFUS INDEX FUNDS, INC.
PART C
Item 15. Indemnification.
Under a provision of the Registrant's Third Amended and Restated Master
Trust Agreement dated December 9, 1992, as amended (the Trust Instrument), any
past or present Trustee or officer of the Registrant is indemnified to the
fullest extent permitted by law against liability and all expenses reasonably
incurred by him/her in connection with any action, suit or proceeding to which
he/she may be a party or otherwise involved by reason of his/her being or having
been a Trustee or officer of the Registrant.
This provision does not authorize indemnification against any liability to
the Registrant or its shareholders to which such Trustee or officer would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his/her duties. Moreover, this provision
does not authorize indemnification where such Trustee or officer is finally
adjudicated not to have acted on good faith in the reasonable belief that
his/her actions were in or not opposed to the best interests of the registrant.
Expenses may be paid by the Registrant in advance of the final disposition of
any action, suit or proceeding upon receipt of an undertaking by such Trustee or
officer to repay such expenses to the Registrant if it is ultimately determined
that indemnification of such expenses is not authorized under the Instrument.
Item 16. Exhibits
1(a) Third Amendment and Restated Master Trust Agreement filed dated
December 9, 1992, 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 dated April 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 dated 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 dated 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 dated October 17, 1994, 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
Agreement dated December 19, 1992, incorporated by reference to
Post-Effective Amendment No. 32, filed on December 13, 1994.
<PAGE>
1(g) Amendment No. 6 to the Third Amended and Restated Master Trust
Agreement dated August 30, 1996. Filed herewith.
1(h) Amendment No. 7 to the Third Amended and Restated Master Trust
Agreement dated February 27, 1997. Filed herewith.
2(a) By-Laws of the Trust. Filed herewith.
2(b) Amendment No. 1 to By-Laws of the Trust. Filed herewith.
3 Not Applicable.
4 The Agreement and Plan of Reorganization is filed herewith as
Appendix A to Part A of this Registration Statement.
5 Not Applicable.
6(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.
6(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. 33 filed on December
19, 1994.
7(a) Restated Distribution Plan (relating to Class A Shares). Filed
herewith.
7(b) Distribution Plan (relating to Class B Shares and Class C Shares).
Filed herewith.
7(c) Service Plan (relating to Class B Shares and Class C Shares). Filed
herewith.
8 Not Applicable.
9(a) Custody and Fund Accounting Agreement between the Registrant Mellon
Bank, N.A., dared April 4, 1994, incorporated by reference to
Post-Effective Amendment No. 29, filed on April 1, 1994.
9(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.
9(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.
<PAGE>
10 Not Applicable.
11(a) Opinion of counsel is incorporated by reference to the Registration
Statement and to Post-Effective Amendment No. 34, filed on December
28, 1994.
11(b) Consent of Kirkpatrick & Lockhart LLP, Counsel to Registrant. Filed
herewith.
12 Tax opinion and consent of Kirkpatrick & Lockhart LLP. To be filed
by amendment.
13 Registrant's Distribution Plan (relating to Class A Shares),
Distribution Plan (relating to Class B and Class C Shares) and
Services Plan (relating to Class B and Class C Shares). See Exhibits
7(a), 7(b) and 7(c), respectively.
14(a) Consent of LPMG Pear Marwick LLP, Independent Accountants to
Registrant, as to the use of their reports dated August 8, 1997,
concerning the financial statements of Dreyfus Premier Limited Term
Municipal Fund, Dreyfus Premier Limited Term California Municipal
Fund and Dreyfus Premier Limited Term New York Municipal Fund, dated
June 30, 1997. Filed herewith.
14(b) Consent of Kirkpatrick & Lockhart LLP, Counsel to Registrant, as to
the use of its opinion as to the legality of the securities being
registered and as to the use of its name as Counsel to such Fund.
SEE Exhibit 11(b).
14(c) Consent of Kirkpatrick & Lockhart LLP as to the use of its tax
opinion. SEE Exhibit 12.
15 Not Applicable.
16(a) Powers of Attorney of the Trustees. Filed herewith.
16(b) Powers of Attorney of Trustee. Filed herewith.
16(c) Powers of Attorney of Officer. Filed herewith.
17 Form of Proxy Cards. Filed herewith.
Item 17. Undertakings.
1 The undersigned Registrant agrees that prior to any public offering
of the securities registered through the use of a prospectus which
is part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act, the reoffering prospectus will contain the
information called for by the applicable registration form for
offerings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable
form.
<PAGE>
2 The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an
amendment to the registration statement and will not be used until
the amendment is effective, and that, in determining any liability
under the Securities Act of 1933, each post-effective amendment
shall be deemed to be a new registration statement for the
securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of
them.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the Registrant certifies that this
registration statement has been signed on behalf of the Registrant by the
undersigned, in the City of New York and the State of New York on the 11th day
of June, 1998.
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
By:/s/ Marie E. Connolly*
---------------------------------
Marie E. Connolly
President
As required by the Securities Act of 1933, this amendment to the Registrant's
registration statement has been signed by the following persons in the
capacities and on the dates indicated. This instrument may be executed in one or
more counterparts, all of which shall together constitute a single instrument.
Signatures Title Date
---------- ----- ----
/s/ Marie E. Connolly* President, Treasurer 6/11/98
- ------------------------
Marie E. Connolly
/s/Francis P. Brennan* Trustee, 6/11/98
________________________ Chairman of the Board
Francis P. Brennan
/s/Ruth Marie Adams* Trustee 6/11/98
- ------------------------
Ruth Marie Adams
/s/Joseph S. DiMartino* Trustee 6/11/98
- ------------------------
Joseph S. DiMartino
/s/James M. Fitzgibbons* Trustee 6/11/98
- ------------------------
James M. Fitzgibbons
/s/Kenneth A. Himmel* Trustee 6/11/98
- ------------------------
Kenneth A. Himmel
/s/Stephen J. Lockwood* Trustee 6/11/98
- ------------------------
Stephen J. Lockwood
/s/Roslyn M. Watson* Trustee 6/11/98
- ------------------------
Roslyn M. Watson
<PAGE>
/s/J. Tomlinson Fort* Trustee 6/11/98
- ------------------------
J. Tomlinson Fort
/s/Arthur L. Goeschel* Trustee 6/11/98
- ------------------------
Arthur L. Goeschel
/s/Arch S. Jeffery* Trustee 6/11/98
- ------------------------
Arch S. Jeffery
/s/John Sciullo* Trustee 6/11/98
- ------------------------
John Sciullo
/s/ Benaree Prett Wiley* Trustee 6/11/98
- ------------------------
Benaree Prett Wiley
*By: /s/ Christopher J. Kelley
-----------------------------
Christopher J. Kelley
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibits:
--------
1(g) Amendment No. 6 to the Third Amended and Restated Master Trust
Agreement dated August 30, 1996.
1(h) Amendment No. 7 to the Third Amended and Restated Master Trust
Agreement dated February 27, 1997.
2(a) By-Laws of the Trust.
2(b) Amendment No. 1 to By-Laws of the Trust.
7(a) Restated Distribution Plan (relating to Class A Shares).
7(b) Distribution Plan (relating to Class B Shares and Class C Shares).
7(c) Service Plan (relating to Class B Shares and Class C Shares).
11(b) Consent of Kirkpatrick & Lockhart LLP, Counsel to Registrant.
14(a) Consent of KPMG Pear Marwick LLP, Independent Accountants to
Registrant, as to the use of their report dated August 8, 1997,
concerning the financial statements of Dreyfus Premier Limited Term
Municipal Fund, Dreyfus Premier Limited Term California Municipal Fund
and Dreyfus Premier Limited Term New York Municipal Fund, dated June
30, 1997.
16(a) Powers of Attorney of the Trustees.
16(b) Powers of Attorney of Trustee.
16(c) Powers of Attorney of Officer.
17 Form of Proxy Cards.
EXHIBIT 1(g)
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
AMENDMENT NO. 6 TO THE THIRD AMENDED AND RESTATED
MASTER TRUST AGREEMENT
The undersigned, the Vice President of The Dreyfus/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, as amended (the "Trust Instrument"), the
following votes were duly adopted by at least a majority of the Trustees of the
Trust at a meeting held on July 31, 1996, at which meeting a quorum was present
and acting throughout.
WHEREAS: The Trustees of the Trust have heretofore established the following
Classes of shares of the following respective Series of the Trust:
Dreyfus/Laurel Massachusetts Tax-Free Money Fund, Investor Class
Dreyfus/Laurel Massachusetts Tax-Free Money Fund, Class R
Dreyfus/Laurel New York Tax-Free Money Fund, Investor Class
Dreyfus/Laurel New York Tax-Free Money Fund, Class R
Dreyfus/Laurel California Tax-Free Money Fund, Investor Class
Dreyfus/Laurel California Tax-Free Money Fund, Class R
Premier Limited Term Municipal Fund, Class A
Premier Limited Term Municipal Fund, Class B
Premier Limited Term Municipal Fund, Class C
Premier Limited Term Municipal Fund, Class R
Premier Limited Term Massachusetts Municipal Fund, Class A
Premier Limited Term Massachusetts Municipal Fund, Class B
Premier Limited Term Massachusetts Municipal Fund, Class C
Premier Limited Term Massachusetts Municipal Fund, Class R
Premier Limited Term New York Municipal Fund, Class A
Premier Limited Term New York Municipal Fund, Class B
Premier Limited Term New York Municipal Fund, Class C
Premier Limited Term New York Municipal Fund, Class R
Premier Limited Term California Municipal Fund, Class A
Premier Limited Term California Municipal Fund, Class B
Premier Limited Term California Municipal Fund, Class C
Premier Limited Term California Municipal Fund, Class R
<PAGE>
IT IS
HEREBY
VOTED: Pursuant to the authority expressly vested in the Trustees of the
Trust by Article IV, Section 4.1 of the Trust Instrument, the
Trustees hereby ratify and affirm the redesignation and
reclassification of the Investor and Class R shares of
Dreyfus/Laurel California Tax-Free Money Fund as a single Class of
shares of such Series effective at the close of business on November
20, 1995;
FURTHER
VOTED: The Trustees hereby ratify and affirm the change of the name of
"Dreyfus/Laurel California Tax-Free Money Fund" to "Dreyfus BASIC
California Municipal Money Market Fund" effective at the close of
business on November 20, 1995;
FURTHER
VOTED: The Trustees hereby ratify and affirm the redesignation and
reclassification of the Investor and Class R shares of
Dreyfus/Laurel New York Tax-Free Money Fund as a single Class of
shares of such Series effective at the close of business on December
8, 1995;
FURTHER
VOTED: The Trustees hereby ratify and affirm the change of the name of
"Dreyfus/Laurel New York Tax-Free Money Fund" to "Dreyfus BASIC New
York Municipal Money Market Fund" effective at the close of business
on December 8, 1995;
FURTHER
VOTED: The Trustees hereby ratify and affirm the elimination of the
Investor Class shares of Dreyfus/Laurel Massachusetts Tax-Free Money
Fund and the designation thereof, and the redesignation and
reclassification of the Class R shares of Dreyfus/Laurel
Massachusetts Tax-Free Money Fund as a single Class of shares of
such Series effective at the close of business on May 8, 1996;
FURTHER
VOTED: The Trustees hereby ratify and affirm the change of the name of
"Dreyfus/Laurel Massachusetts Tax-Free Money Fund" to "Dreyfus BASIC
Massachusetts Municipal Money Market Fund" effective at the close of
business on May 8, 1996;
FURTHER
VOTED: 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
-2-
<PAGE>
the Trust or on its behalf, as may be necessary or advisable in
connection with or in furtherance of the foregoing resolutions; and
FURTHER
VOTED: The appropriate officers of the Trust are authorized to file an
instrument containing the foregoing amendment to the Trust's Trust
Instrument with the Secretary of State of The Commonwealth of
Massachusetts and the Boston City Clerk.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this
30th day of August, 1996.
By: /s/ Elizabeth Bachman
---------------------------
Name: Elizabeth Bachman
Title: Vice President
-4-
EXHIBIT 1(h)
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
AMENDMENT NO. 7 TO THE THIRD AMENDED AND RESTATED
MASTER TRUST AGREEMENT
The undersigned, the Vice President and Assistant Secretary of The
Dreyfus/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, as amended (the "Trust
Instrument"), the following votes were duly adopted by at least a majority of
the Trustees of the Trust at a meeting held on January 31, 1997, at which
meeting a quorum was present and acting throughout.
WHEREAS: The Trustees of the Trust have heretofore established the
following Classes of shares of the following respective Series of
the Trust:
Dreyfus BASIC Massachusetts Municipal Money Market Fund
Dreyfus BASIC New York Municipal Money Market Fund
Dreyfus BASIC California Municipal Money Market Fund
Premier Limited Term Municipal Fund, Class A
Premier Limited Term Municipal Fund, Class B
Premier Limited Term Municipal Fund, Class C
Premier Limited Term Municipal Fund, Class R
Premier Limited Term Massachusetts Municipal Fund, Class A
Premier Limited Term Massachusetts Municipal Fund, Class B
Premier Limited Term Massachusetts Municipal Fund, Class C
Premier Limited Term Massachusetts Municipal Fund, Class R
Premier Limited Term New York Municipal Fund, Class A
Premier Limited Term New York Municipal Fund, Class B
Premier Limited Term New York Municipal Fund, Class C
Premier Limited Term New York Municipal Fund, Class R
Premier Limited Term California Municipal Fund, Class A
Premier Limited Term California Municipal Fund, Class B
Premier Limited Term California Municipal Fund, Class C
Premier Limited Term California Municipal Fund, Class R
IT IS
HEREBY
VOTED: The Trustees hereby change the name of each of the following series
of the Trust as follows effective March 31, 1997: "Premier Limited
Term Municipal Fund" to "Dreyfus Premier Limited Term Municipal
Fund", "Premier Limited Term Massachusetts Municipal Fund" to
"Dreyfus Premier Limited Term Massachusetts Municipal Fund",
"Premier Limited Term New York Municipal Fund" to "Dreyfus Premier
Limited Term New York Municipal Fund" and "Premier Limited Term
California Municipal Fund" to "Dreyfus Premier Limited Term
California Municipal Fund";
<PAGE>
FURTHER
VOTED: 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 resolutions.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
27th day of February, 1997.
By: Elizabeth Kieeley
--------------------------
Name: Elizabeth Kieeley
Title: Vice President and Assistant Secretary
EXHIBIT 2(a)
BY-LAWS
OF
THE BOSTON COMPANY TAX-FREE MUNICIPAL FUNDS
(March 28, 1983)
ARTICLE I
---------
AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
-------------------------------------------------------
1.1 AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject
to the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of The Boston Company Tax-Free Municipal Funds, the
Massachusetts business trust established by the Declaration of Trust (the
"Trust").
1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust
shall be located in Boston, Massachusetts.
ARTICLE 2
---------
MEETINGS OF TRUSTEES
--------------------
2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held
without call or notice at such places and at such time as the Trustees may from
time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees.
2.2 SPECIAL MEETINGS. Special meetings of the Trustees may be held at
any time and at any place designated in the call of the meeting when called by
the Chairman of the Trustees, the President or the Treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the Secretary
or an Assistant Secretary or by the officer or the Trustees calling the meeting.
2.3 NOTICE. It shall be sufficient notice to a Trustee of a special
meeting to send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to the Trustee at his or
her usual or last known business or residence address or to give notice to him
or her in person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting need not be given to any Trustee if a written waiver of
notice, executed by him or her before or after the meeting, is filed with the
records of the meeting, or to any Trustee who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him or
<PAGE>
her. Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.
2.4 QUORUM. At any meeting of the Trustees a majority of the Trustees
then in office shall constitute a quorum. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.
2.5 PARTICIPATION BY TELEPHONE. One or more of the Trustees or of any
committee of the Trustees may participate in a meeting thereof by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
ARTICLE 3
---------
OFFICERS
--------
3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
Chairman of the Trustees, a President, a Treasurer, a Secretary and such other
officers, including Vice Presidents, if any, as the Trustees from time to time
may in their discretion elect. The Trust may also have such agents as the
Trustees from time to time may in their discretion appoint. The Chairman of the
Trustees shall be a Trustee and may but need not be a shareholder; and any other
officer may be but none need be a Trustee or shareholder. Any two or more
offices may be held by the same person.
3.2 ELECTION. The Chairman of the Trustees, the President, the
Treasurer and the Secretary shall be elected annually by the Trustees. Other
officers, if any, may be elected or appointed by the Trustees at any time.
Vacancies in any office may be filled at any time.
3.3 TENURE. The Chairman of the Trustees, the President, the Treasurer
and the Secretary shall hold office until their respective successors are chosen
and qualified, or in each case until he or she sooner dies, resigns, is removed
or becomes disqualified. Each other officer shall hold office and each agent
shall retain authority at the pleasure of the Trustees.
3.4 POWERS. Subject to the other provisions of these ByLaws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to the office occupied by him or her as if the Trust were organized as a
2
<PAGE>
Massachusetts business corporation and such other duties and powers as the
Trustees may from time to time designate.
3.5 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the
Chairman of the Trustees, or, if there is none, or in the absence of the
Chairman, the President shall preside at all meetings of the shareholders and of
the Trustees. The President shall be the chief executive officer.
3.6 TREASURER. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager, or transfer, shareholder servicing or
similar agent, be in charge of the valuable papers, books of account and
accounting records of the Trust, and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the President.
3.7 SECRETARY. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept there for, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the shareholders or Trustees, an assistant
secretary, or if there be none or if he or she is absent, a temporary secretary
chosen at such meeting shall record the proceedings thereof in the aforesaid
books.
3.8 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any
time by written instrument signed by him or her and delivered to the Chairman,
the President or the Secretary or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by them with or without cause.
Except to the extent expressly provided in a written agreement with the Trust,
no Trustee or officer resigning and no officer removed shall have any right to
any compensation for any period following his or her resignation or removal, or
any right to damages on account of such removal.
ARTICLE 4
---------
COMMITTEES
----------
4.1 GENERAL. The Trustees, by vote of a majority of the Trustees then
in office, may elect from their number an Executive Committee or other
committees and may delegate thereto some or all of their powers except those
which by law, by the Declaration of Trust, or by these By-laws may not be
delegated. Except as the Trustees may otherwise determine, any such committee
may make rules for the conduct of its business, but unless otherwise provided by
3
<PAGE>
the Trustees or in such rules, its business shall be conducted so far as
possible in the same manner as is provided by these By-laws for the Trustees
themselves. All members of such committees shall hold such offices at the
pleasure of the Trustees. The Trustees may abolish any such committee at any
time. Any committee to which the Trustees delegate any of their powers or duties
shall keep records of its meetings and shall report its action to the Trustees.
The Trustees shall have power to rescind any action of any committee, but no
such rescission shall have retroactive effect.
ARTICLE 5
---------
REPORTS
-------
5.1 GENERAL. The Trustees and officers shall render reports at the time
and in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE 6
---------
SEAL
----
6.1 GENERAL. The seal of the Trust shall consist of a flat-faced die
with the word "Massachusetts", together with the name of the Trust and the year
of its organization cut or engraved thereon, but, unless otherwise required by
the Trustees, the seal shall not be necessary to be placed on, and its absence
shall not impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
ARTICLE 7
---------
EXECUTION OF PAPERS
-------------------
7.1 GENERAL. Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President, any Vice President, or by the Treasurer and need not bear the
seal of the Trust.
4
<PAGE>
ARTICLE 8
---------
ISSUANCE OF SHARE CERTIFICATES
------------------------------
8.1 SHARE CERTIFICATES. In lieu of issuing certificates for shares, the
Trustees or the transfer agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a certificate
stating the number of shares owned by him, in such form as shall be prescribed
from time to time by the Trustees. Such certificate shall be signed by the
president or a vice-president and by the treasurer or assistant treasurer. Such
signatures may be facsimiles if the certificate is signed by a transfer agent,
or by a registrar, other than a Trustee, officer or employee of the Trust. In
case any officer who has signed or whose facsimile signature has been placed on
such certificate shall cease to be such officer before such certificate is
issued, it may be issued by the Trust with the same effect as if he were such
officer at the time of its issue.
8.2 LOSS OF CERTIFICATES. In case of the alleged loss or destruction or
the mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.
8.3 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. A pledgee of shares
transferred as collateral security shall be entitled to a new certificate if the
instrument of transfer substantially describes the debt or duty that is intended
to be secured thereby. Such new certificate shall express on its face that it is
held as collateral security, and the name of the pledgor shall be stated
thereon, who alone shall be liable as a shareholder, and entitled to vote
thereon.
8.4 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any
time discontinue the issuance of share certificates and may, by written notice
to each shareholder, require the surrender of shares certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the ownership
of shares in the Trust.
ARTICLE 9
---------
CUSTODIAN
---------
9.1 GENERAL. The Trust shall at all times employ a bank or trust
company having a capital, surplus and undivided profits of at least Two Million
Dollars ($2,000,000) as Custodian of the capital assets of the Trust. The
5
<PAGE>
Custodian shall be compensated for its services by the Trust and upon such basis
as shall be agreed upon from time to time between the Trust and the Custodian.
ARTICLE 10
----------
DEALINGS WITH TRUSTEES AND OFFICERS
-----------------------------------
Any Trustee, officer or other agent of the Trust may acquire, own and
dispose of shares of the Trust to the same extent as if he were not a Trustee,
officer or agent; and the Trustees may accept subscriptions to shares or
repurchase shares from any firm or company in which he is interested.
ARTICLE 11
----------
SHAREHOLDERS
------------
11.1 MEETINGS. A meeting of the shareholders of the Trust shall be held
whenever called by the Trustees and whenever election of a Trustee or Trustees
by shareholders is required by the provisions of section 16(a) of the Investment
Company Act of 1940 for that purpose. Meetings of shareholders shall also be
called by the Trustee when requested in writing by shareholders holding at least
10% of the shares then outstanding, or if the Trustees shall fail to call or
give notice of any meeting of shareholders for a period of 30 days after such
application, then shareholders holding at least 10% of the shares then
outstanding may call and give notice of such meeting.
11.2 RECORD DATES. For the purpose of determining the shareholders who
are entitled to vote or act at any meeting or any adjournment thereof, or who
are entitled to receive payment of any dividend or of any other distribution,
the Trustees may from time to time fix a time, which shall be not more than 60
days before the date of any meeting of shareholders or the date for the payment
of any dividend or of any other distribution, as the record date for determining
the shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only shareholders of record on such record date shall have such
right, notwithstanding any transfer of shares on the books of the Trust after
the record date; or without fixing such record date the Trustees may for any
such purposes close the register or transfer books for all or any part of such
period.
6
<PAGE>
ARTICLE 12
----------
AMENDMENTS TO THE BY-LAWS
-------------------------
12.1 GENERAL. These By-Laws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.
ARTICLE 13
----------
DECLARATION OF TRUST
--------------------
The Declaration of Trust establishing The Boston Company Tax-Free
Municipal Funds dated March 28, 1983, a copy of which, together with all
amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name The Boston Company
Tax-Free Municipal Funds refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
Shareholder, officer, employee or agent of The Boston Company Tax-Free Municipal
Funds shall be held to any personal liability, nor shall resort be had to their
private property, for the satisfaction of any obligation or claim or otherwise,
in connection with the affairs of The Boston Company Tax-Free Municipal Funds,
but the Trust Estate only shall be liable.
7
EXHIBIT 2(b)
AMENDMENT NO. 1 TO THE BY LAWS
OF
THE BOSTON COMPANY TAX-FREE MUNICIPAL FUNDS
(AMENDMENT TO ARTICLE XI SECTION 11.2 RECORD DATES)
Adopted on November 22, 1993
VOTED: That pursuant to Article XII, Section 12.1 and Article XI, Section
11.2 the By Laws shall be amended in the following respect:
Section 11.2 RECORD DATES. For the purpose of determining the
shareholders who are entitled to vote or act at any meeting or any
adjournment thereof, or who are entitled to receive payment of any
dividend or of any other distribution, the Trustees may from time to
time fix a time, which shall be not more than 90 days before the
date of any meeting of shareholders or the date for the payment of
any dividend or of any other distribution...,
EXHIBIT 7(a)
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
l2b-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
the Funds' 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 the class or classes of the
Funds' Shares listed on Exhibit A, as such exhibit may be amended from time to
time.
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.
SECTION 3. AGREEMENT. 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.
<PAGE>
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 Rule 2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc.
SECTION 5. REPORTS OF DISTRIBUTOR. So long as this Plan is in
effect, the Distributor and/or Dreyfus shall provide to the Trust's Board of
Trustees, and the Trustees shall review at least quarterly, a written report of
the amounts expended by a Fund 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 if adopted after the public offering of such
Shares or the sale of such Shares to persons who are not affiliated persons of
the Trust, affiliated persons of such persons, promoters of the Trust, or
affiliated persons of such promoters (as such terms are defined in the 1940
Act); 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 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.
-2-
<PAGE>
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.
IN WITNESS WHEREOF, the Trust has adopted this Restated Distribution
Plan as of this 17th day of October, 1994, as revised January 28, 1998.
-3-
<PAGE>
EXHIBIT A
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
Class A Shares:
Dreyfus Premier Limited Term Massachusetts Municipal Fund
Dreyfus Premier Limited Term California Municipal Fund
Dreyfus Premier Limited Term New York Municipal Fund
Dreyfus Premier Limited Term Municipal Fund
-4-
EXHIBIT 7(b)
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
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 make 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.
<PAGE>
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.
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 if adopted after the public offering of such shares or the sale of such
shares to persons who are not affiliated persons of the Trust, affiliated
persons of such persons, promoters of the Trust, or affiliated persons of such
promoters (as such terms are defined in the Act); 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.
-2-
<PAGE>
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.
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. 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.
-3-
<PAGE>
IN WITNESS WHEREOF, the Trust has adopted this Plan as of this 28th day of
December, 1994, as revised January 28, 1998.
-4-
<PAGE>
EXHIBIT A
Dreyfus Premier Limited Term Municipal Fund (bond Fund)
Dreyfus Premier Limited Term California Municipal Fund (bond Fund)
Dreyfus Premier Limited Term Massachusetts Municipal Fund (bond Fund)
Dreyfus Premier Limited Term New York Municipal Fund (bond Fund)
-5-
EXHIBIT 7(c)
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
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 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). 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 Rule 2830 of the
Conduct Rules of the National Association of Security Dealers, Inc. 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 make 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:
<PAGE>
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
("DSC"), or any affiliate thereof designated by it, in respect of shares of a
particular Class held of record by DSC, and (b) the Distributor, in respect of
shares of a particular Class held of record by any other person. Such payments
shall 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 if adopted after the public offering of such shares or the sale of such
shares to persons who are not affiliated persons of the Trust, affiliated
persons of such persons, promoters of the Trust, or affiliated persons of such
promoters (as such terms are defined in the Act); 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
-2-
<PAGE>
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.
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.
-3-
<PAGE>
10. 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 28th day of
December, 1994, as revised January 28, 1998.
-4-
<PAGE>
EXHIBIT A
Dreyfus Premier Limited Term Municipal Fund
Dreyfus Premier Limited Term California Municipal Fund
Dreyfus Premier Limited Term Massachusetts Municipal Fund
Dreyfus Premier Limited Term New York Municipal Fund
-5-
EXHIBIT 11(b)
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036
June 12, 1998
We hereby consent to the use of our legal opinion regarding the legality of
issuance of shares and other matters filed as Exhibit 10 to Post-Effective
Amendment No. 34 to the Registrant's Registration Statement (File No. 33-43845)
on Form N-1A filed on December 28, 1994, which opinion is incorporated by
reference as an exhibit to this Registration Statement on Form N-14, and to the
reference to our firm under the caption "Legal Matters" in the Prospectus/Proxy
Statement forming a part of this Registration Statement on Form N-14. In giving
such permission, we do not admit hereby that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulation of the Securities and Exchange Commission
thereunder.
/s/ Kirkpatrick & Lockhart LLP
Kirkpatrick & Lockhart LLP
EXHIBIT 14(a)
Independent Auditors' Consent
To the Shareholders and Board of Trustees
The Dreyfus/Laurel Tax-Free Municipal Funds
We consent to the use of our reports dated August 8, 1997 on the statement of
assets and liabilities, statement of investments, the related statement of
operations and the statement of changes in net assets and financial highlights
included in the Annual Reports of Dreyfus Premier Limited Term Municipal Fund,
Dreyfus Premier Limited Term California Municipal Fund and Dreyfus Premier
Limited Term New York Municipal Fund (three of the funds comprising The
Dreyfus/Laurel Tax-Free Municipal Funds), incorporated by reference in the
Registration Statement on Form N-14 of The Dreyfus/Laurel Tax-Free Municipal
Funds, on behalf of Dreyfus Premier Limited Term Municipal Fund. In addition, we
consent to the references to our firm under the headings "Financial Statements
and Experts" and "Agreement and Plan of Reorganization" in such Registration
Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
May 4, 1998
EXHIBIT 16(a)
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth Bachman, Marie E.
Connolly, Richard W. Ingram, Christopher J. Kelley, Kathleen Morrisey, Michael
S. Petrucelli and Elba Vasquez, and each of them, with full power to act without
the other, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her, and in his or her
name, place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments to the Registration Statement for each Fund
enumerated in Exhibit A hereto (including post-effective amendments and
amendments thereto), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Ruth Marie Adams January 28, 1998
- ------------------------------------
Ruth Marie Adams
/s/ Francis P. Brennan January 28, 1998
- ------------------------------------
Francis P. Brennan
/s/ Joseph S. Dimartino January 28, 1998
- ------------------------------
Joseph S. DiMartino
/s/ James M. Fitzgibbons January 28, 1998
- ------------------------------------
James M. Fitzgibbons
/s/ J. Tomlinson Fort January 28, 1998
- ------------------------------------
J. Tomlinson Fort
/s/ Arthur L. Goeschel January 28, 1998
- ------------------------------------
Arthur L. Goeschel
/s/ Kenneth A. Himmel January 28, 1998
- ------------------------------
Kenneth A. Himmel
<PAGE>
/s/ Arch S. Jeffery January 28, 1998
- ------------------------------------
Arch S. Jeffery
/s/ Stephen J. Lockwood January 28, 1998
- ------------------------------
Stephen J. Lockwood
/s/ John J. Sciullo January 28, 1998
- ------------------------------------
John J. Sciullo
/s/ Roslyn M. Watson January 28, 1998
- ------------------------------------
Roslyn M. Watson
<PAGE>
Exhibit A
---------
The Dreyfus/Laurel Funds, Inc.
The Dreyfus/Laurel Funds Trust
The Dreyfus/Laurel Tax-Free Municipal Funds
EXHIBIT 16(b)
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Marie E. Connolly, Douglas C.
Conroy, Richard W. Ingram, Christopher Kelley, Kathleen K. Morrisey, Michael S.
Petrucelli, and Elba Vasquez and each of them, with full power to act without
the other, her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for her and in her name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all amendments
to the Registration Statement of each Fund enumerated on Exhibit A hereto
(including post-effective amendments and amendments thereto), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Benaree Pratt Wiley 5/28/98
- ------------------------------ ------------------
Benaree Pratt Wiley Date
<PAGE>
ATTACHMENT A
THE DREYFUS/LAUREL FUNDS, INC.:
Dreyfus International Equity Allocation Fund
Dreyfus Bond Market Index Fund
Dreyfus Premier Midcap Stock Fund
Dreyfus Disciplined Intermediate Bond Fund
Dreyfus Disciplined Stock Fund
Dreyfus Institutional Government Money Market Fund
Dreyfus Institutional Prime Money Market Fund
Dreyfus Institutional U.S. Treasury Money Market Fund
Dreyfus Money Market Reserves Dreyfus Municipal Reserves
Dreyfus BASIC S&P 500 Stock Index Fund
Dreyfus U.S. Treasury Reserves
Dreyfus Premier Balanced Fund
Dreyfus Premier Limited Term Income Fund
Dreyfus Premier Small Company Stock Fund
Dreyfus Premier Tax Managed Growth Fund
Dreyfus Premier Large Company Stock Fund
Dreyfus Premier Small Cap Value Fund
THE DREYFUS/LAUREL FUNDS TRUST:
Dreyfus Premier Core Value Fund
Dreyfus Premier Managed Income Fund
Dreyfus Premier Limited Term High Income Fund
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS:
Dreyfus BASIC California Municipal Money Market Fund
Dreyfus BASIC Massachusetts Municipal Money Market Fund
Dreyfus BASIC New York Municipal Money Market Fund
Dreyfus Premier Limited Term California Municipal Fund
Dreyfus Premier Limited Term Massachusetts Municipal Fund
Dreyfus Premier Limited Term Municipal Fund
Dreyfus Premier Limited Term New York Municipal Fund
DREYFUS HIGH YIELD STRATEGIES FUND
EXHIBIT 16(c)
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Douglas C. Conroy, Richard W.
Ingram, Mary A. Nelson, Michael S. Petrucelli, Christopher Kelley, Kathleen
K. Morrisey, and Elba Vasquez and each of them, with full power to act
without the other, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement of each
Fund enumerated on Exhibit A hereto (including post-effective amendments and
amendments thereto), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Marie E. Connolly January 28, 1998
- -------------------------------------
Marie E. Connolly, President
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EXHIBIT A
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The Dreyfus/Laurel Funds, Inc.
The Dreyfus/Laurel Funds Trust
The Dreyfus/Laurel Tax-Free Municipal Funds
EXHIBIT 17
FORM OF PROXY CARD
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
................................................................
THE DREYFUS/LAUREL TAX-FREE MUNICIPL FUNDS
SPECIAL MEETING OF SHAREHOLDERS SEPTEMBER 15, 1998
The undersigned hereby appoints Steven F. Newman and Jeff S. Prusnofsky, and
each of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of beneficial interest in Dreyfus Premier Limited
Term California Municipal Fund (the "Fund"), a series of The Dreyfus/Laurel
Tax-Free Municipal Funds, that the undersigned is entitled to vote at a Special
Meeting of Shareholders of the Fund to be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York 10166 on
September 15, 1998, at 10:00 a.m. (Eastern time) and at any adjournment(s)
thereof. The undersigned hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement, and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other matters as may properly come before the
Meeting. The undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
NOTE: Please sign exactly as your name or names appear on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian, or corporate officer, please give your full
title as such.
DATE:________________________ , 1998 ________________________
________________________
Signature(s)
________________________
Title(s), if applicable
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES PLEASE INDICATE YOUR
VOTE BY MARKING AN "X" IN THE APPROPRIATE BOX BELOW, USING BLUE OR BLACK INK OR
DARK PENCIL. DO NOT USE RED INK.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY
WILL BE VOTED IN FAVOR OF THE PROPOSAL.
Shareholders of the Fund are requested to vote on the following Proposal:
To approve the proposed Agreement and Plan of Reorganization between Dreyfus
Premier Limited Term Municipal California Fund (the "Acquired Fund") and Dreyfus
Premier Limited Term Municipal Fund (the "Acquiring Fund") whereby (a) the
Acquired Fund will transfer all of its assets to the Acquiring Fund in exchange
solely for shares of the Acquiring Fund and the assumption by the Acquiring Fund
of liabilities of the Acquired Fund, (b) the distribution of those Class A,
Class B, Class C and Class R shares of the Acquiring Fund to the holders of
Class A, Class B, Class C and Class R shares of the Acquired Fund, in each case
in an amount equal in net asset value to the holders of such shares, of the
Acquired Fund, and (c) the subsequent termination of the Acquired Fund.
__ __ __
/__/ YES /__/ NO /__/ ABSTAIN
In their discretion, the proxies are, and each of them is, authorized to vote
upon any other business that may properly come before the Meeting, or any
adjournment(s) thereof, including any adjournment(s) necessary to obtain the
requisite quorums and for approvals.
<PAGE>
FORM OF PROXY CARD
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
................................................................
THE DREYFUS/LAUREL TAX-FREE MUNICIPL FUNDS
SPECIAL MEETING OF SHAREHOLDERS SEPTEMBER 15, 1998
The undersigned hereby appoints Steven F. Newman and Jeff S. Prusnofsky, and
each of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of beneficial interest in Dreyfus Premier Limited
Term New York Municipal Fund (the "Fund"), a series of The Dreyfus/Laurel
Tax-Free Municipal Funds, that the undersigned is entitled to vote at a Special
Meeting of Shareholders of the Fund to be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York 10166 on
September 15, 1998, at 10:00 a.m. (Eastern time) and at any adjournment(s)
thereof. The undersigned hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement, and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other matters as may properly come before the
Meeting. The undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
NOTE: Please sign exactly as your name or names appear on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian, or corporate officer, please give your full
title as such.
DATE:________________________ , 1998 ________________________
________________________
Signature(s)
________________________
Title(s), if applicable
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES PLEASE INDICATE YOUR
VOTE BY MARKING AN "X" IN THE APPROPRIATE BOX BELOW, USING BLUE OR BLACK INK OR
DARK PENCIL. DO NOT USE RED INK.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY
WILL BE VOTED IN FAVOR OF THE PROPOSAL.
Shareholders of the Fund are requested to vote on the following Proposal:
To approve the proposed Agreement and Plan of Reorganization between Dreyfus
Premier Limited Term Municipal New York Fund (the "Acquired Fund") and Dreyfus
Premier Limited Term Municipal Fund (the "Acquiring Fund") whereby (a) the
Acquired Fund will transfer all of its assets to the Acquiring Fund in exchange
solely for shares of the Acquiring Fund and the assumption by the Acquiring Fund
of liabilities of the Acquired Fund, (b) the distribution of those Class A,
Class B, Class C and Class R shares of the Acquiring Fund to the holders of
Class A, Class B, Class C and Class R shares of the Acquired Fund, in each case
in an amount equal in net asset value to the holders of such shares, of the
Acquired Fund, and (c) the subsequent termination of the Acquired Fund.
__ __ __
/__/ YES /__/ NO /__/ ABSTAIN
In their discretion, the proxies are, and each of them is, authorized to vote
upon any other business that may properly come before the Meeting, or any
adjournment(s) thereof, including any adjournment(s) necessary to obtain the
requisite quorums and for approvals.
