THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
DREYFUS/LAUREL CALIFORNIA TAX-FREE MONEY FUND
DREYFUS/LAUREL NEW YORK TAX-FREE MONEY FUND
200 PARK AVENUE
NEW YORK, NEW YORK 10166
1-800-654-6561
To The Shareholders of Dreyfus/Laurel California Tax-Free Money Fund and
Dreyfus/Laurel New York Tax-Free Money Fund:
Dear Shareholder:
The attached proxy statement discusses a Proposal to be voted upon
separately by shareholders of the Dreyfus/Laurel California Tax-Free Money
Fund and Dreyfus/Laurel New York Tax-Free Money Fund (each, a "Fund"), series
of The Dreyfus/Laurel Tax-Free Municipal Funds (the "Trust"). As a
shareholder of a Fund, you are asked to review the statement and to cast your
vote on the Proposal applicable to your Fund. The Trust's Board of Trustees
has recommended that shareholders of each Fund approve the Proposal.
In the case of each Fund, the Proposal seeks approval of a new
investment management agreement between The Dreyfus Corporation and the
Trust. The Proposal is discussed in greater detail in the attached Proxy
Statement.
We encourage you to review the proxy statement and cast your vote.
Your vote may be recorded on the enclosed proxy card. If you have any
questions about the Proposal, please call toll-free 1-800-645-6561.
Every vote counts, including yours! We urge you to complete and
return your proxy card promptly to permit the implementation of this very
important Proposal. We must receive your vote prior to the meeting on
November 15.
We look forward to receiving your votes in favor of the Proposal.
Thank you for your support of the Dreyfus Family of Funds.
Sincerely,
Marie E. Connolly
President,
THE DREYFUS/LAUREL TAX-FREE
MUNICIPAL FUNDS
September 19, 1995
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
200 Park Avenue
New York, New York 10166
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 15, 1995
To The Shareholders of The Dreyfus/Laurel Tax-Free Municipal Funds:
DREYFUS/LAUREL CALIFORNIA TAX-FREE MONEY FUND
DREYFUS/LAUREL NEW YORK TAX-FREE MONEY FUND
Notice is hereby given that Special Meetings of Shareholders of the
Dreyfus/Laurel California Tax-Free Money Fund and Dreyfus/Laurel New York
Tax-Free Money Fund (each a "Fund"), series of The Dreyfus/Laurel Tax-Free
Municipal Funds (the "Trust"), a Massachusetts business trust, will be held
at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West,
New York, New York 10166, on November 15, 1995 at 10:00 a.m. and 10:30 a.m.,
respectively. As to each Fund, the special meeting is being held for the
following purposes:
1.To approve an investment management agreement (the "New
Agreement") between The Dreyfus Corporation ("Dreyfus") and the Trust under
which (a) the management fee payable by the Fund to Dreyfus for Dreyfus to
provide or arrange for the provision of substantially all services to the
Fund would be increased from its current rate of 0.35 of 1% of the Fund's
average daily net assets to .45 of 1% of the Fund's average daily net assets;
and (b) certain other changes will be implemented. If the proposed adjustment
to the Fund's management fee is approved by the Fund's shareholders, Dreyfus
has agreed to limit its fee for one year following the implementation of the
New Agreement to .35 of 1% of the Fund's average daily net assets.
2.To consider and vote upon such other matters as may properly
come before said meeting or any adjournments thereof.
These items are discussed in greater detail in the attached Proxy
Statement. With respect to each Fund, the Board of Trustees of the Trust has
fixed the close of business on September 8, 1995, as the record date for the
determination of shareholders entitled to notice of and to vote at the
meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE
REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
Sincerely,
John E. Pelletier
Secretary,
THE DREYFUS/LAUREL TAX-FREE
MUNICIPAL FUNDS
September 12, 1995
Page 1
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Trust involved in
validating your vote if you fail to sign your proxy card(s) properly.
1.Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card(s).
2.Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration on the
proxy card(s).
3.All Other Accounts: The capacity of the individual signing the
proxy card(s) should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION
CORPORATE ACCOUNTS VALID SIGNATURE
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
Page 2
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
DREYFUS/LAUREL CALIFORNIA TAX-FREE MONEY FUND
DREYFUS/LAUREL NEW YORK TAX-FREE MONEY FUND
200 PARK AVENUE
NEW YORK, NEW YORK 10166
PROXY STATEMENT
SPECIAL MEETINGS OF SHAREHOLDERS
NOVEMBER 15, 1995
The accompanying proxy is being solicited by the Board of Trustees
of The Dreyfus/Laurel Tax-Free Municipal Funds (the "Trust") for use at a
Special Meeting of Shareholders of the Dreyfus/Laurel California Tax-Free
Money Fund or a Special Meeting of Shareholders of the Dreyfus/Laurel New
York Tax-Free Money Fund (each, a "Fund"), to be held on November 15, 1995,
at 10:00 a.m. and 10:30 a.m., respectively, at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York 10166, and
at any adjournments thereof (each, a "Meeting"). A Notice of Special Meetings
of Shareholders and a proxy card accompany this statement.
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, telegraph or personal interviews conducted by officers and
employees of the Trust, The Dreyfus Corporation ("Dreyfus"), the investment
adviser of each Fund, affiliates of Dreyfus or other representatives of a
Fund. This Proxy Statement is first being mailed on or about September 19,
1995. The cost of solicitation and the expenses incurred in connection with
preparing this Proxy Statement and its enclosures will be paid by Dreyfus.
Dreyfus also will reimburse brokerage firms and others for their expenses in
forwarding solicitation material to the beneficial owners of shares of the
Funds.
If the enclosed proxy is properly executed and returned in time to
be voted at the Meeting, the shares represented by the Proxy will be voted in
accordance with the instructions marked on the proxy card. Unless
instructions to the contrary are marked on the proxy card, the proxy will be
voted FOR Proposal 1 (the "Proposal") described in the accompanying Notice of
Special Meetings of Shareholders. Proxies that reflect abstentions and
"broker non-votes" (i.e., shares held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or the persons
entitled to vote or (ii) 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. With respect to the Proposal, abstentions and broker non-votes have
the effect of a negative vote on the Proposal. Any shareholder who has been
given a proxy has the right to revoke it any time prior to its exercise by
attending the applicable Meeting and voting his or her shares in person or by
submitting a letter of revocation or a later-dated proxy to the Trust which
must be received prior to the date of the Meeting.
In the event a quorum is not present at a Meeting or in the event
that a quorum is present but sufficient votes to approve the Proposal are not
received, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. Any such
adjournment can be made by the affirmative vote of those shares represented
at the Meeting in person or by proxy. The persons named as proxies will vote
those proxies that they are entitled to vote in such manner as they determine
to be in the best interest of shareholders with respect to any proposal to
adjourn the Meeting. A shareholder vote may be taken on the Proposal in this
Proxy Statement prior to such adjournment if sufficient votes have been
received for approval.
Page 3
The Trust is composed of a number of separate series (each a
"fund"), the interests of which are represented by shares of beneficial
interest in the Trust. Only shares of Investor class and Class R shares of
each Fund are requested to vote at the Meeting. Under the Third Amended and
Restated Master Trust Agreement (the "Trust Instrument"), a majority of the
shares of a Fund or class within a Fund outstanding and entitled to vote
shall be a quorum for the transaction of business at the Meeting, except as
otherwise provided by the Investment Company Act of 1940, as amended (the
"1940 Act") or other applicable law. Shareholders of a Fund will vote only
with respect to the Proposal as applicable to that Fund. As of the record
date, September 8, 1995, the number of shares of each Fund were as follows:
DREYFUS/LAUREL CALIFORNIA TAX-FREE MONEY FUND
SHARES BENEFICIALLY OWNED BY
DREYFUS AND AFFILIATES
-------------------------------
TOTAL SHARES NUMBER OF % OF TOTAL
CLASS DESIGNATION OUTSTANDING SHARES OUTSTANDING
------------ ------- ----------- ------------
Investor 13,749,378 0 0
Class R 9,952,949 7,995,019 80%
DREYFUS/LAUREL NEW YORK TAX-FREE MONEY FUND
SHARES BENEFICIALLY OWNED BY
DREYFUS AND AFFILIATES
--------------------------------
TOTAL SHARES NUMBER OF % OF TOTAL
CLASS DESIGNATION OUTSTANDING SHARES OUTSTANDING
----------- ------- ----------- ------------
Investor 24,496,197 0 0
Class R 7,379,460 1,274,800 19%
Dreyfus has 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 Proposal
described in this Proxy Statement, unless it votes more than 25% of a Fund's
or Class' outstanding shares in which case it will vote such shares in
proportion to the vote of the remaining shares, provided such vote is
consistent with its fiduciary duties. To the knowledge of the Trust, no other
single shareholder or "group" (as the term is used in Section 13(d) of the
Securities Exchange Act of 1934 ("1934 Act")), beneficially owns more than 5%
of a Fund's outstanding shares except as shown in the table below:
DREYFUS/LAUREL CALIFORNIA TAX-FREE MONEY FUND
SHARES
CLASS DESIGNATION SHAREHOLDER ADDRESS BENEFICIALLY OWNED % OF TOTAL
----------------- --------- -------- ------------------- --------
Investor California Dental Health Plan P.O. Box 899 3,299,198 23.9%
._ Tustin, CA 92861
Dental Plan Administrators P.O. Box 899 1,321.360 9.6%
C/O California Dental Tustin, CA 92861
Health Plan
Class R
DREYFUS/LAUREL NEW YORK TAX-FREE MONEY FUND
SHARES
CLASS DESIGNATION SHAREHOLDER ADDRESS BENEFICIALLY OWNED % OF TOTAL
----------------- --------- -------- ------------------ -------
Investor Citizens Realty Associates #1 100 Route 306 3,475,956 14.1%
Monsey, NY
10952
Mitchell A. Weiner and 167 County Ridge Drive 2,015,050 8.2%
Bev Weiner Rye Brook, NY 10573
Jordan Netburn 131 W. 11th Street 1,500,799 6.1%
New York, NY 10011
Page 4
DREYFUS/LAUREL NEW YORK TAX-FREE MONEY FUND (CONTINUED)
SHARES
CLASS DESIGNATION SHAREHOLDER ADDRESS BENEFICIALLY OWNED % OF TOTAL
------------------ ---------------- ---------- --------------------- -----------
Investor John E. Herzog 26 Broadway 1,500,607 6.1%
New York, NY10004
Class R JLRobertson #11 P.O. Box 3198 410,527 5.6%
Pittsburgh, PA 15230
Wanning and Napier P.O. Box 3198 450,315 6.1%
Pittsburgh, PA 15230
At Septemebr 8, 1995, the Trustees and officers of the Trust as a
group beneficially owned less than 1% of the shares of each class of each
Fund and of each Fund's shares in the aggregate.
Each full share of each Fund outstanding is entitled to one vote and
each fractional share of each Fund outstanding is entitled to a proportionate
share of one vote for such purposes. In order to be effective with respect to
a Fund, the Proposal must be approved by that Fund and separately by that
Fund's Investor and Class R Shareholders. See "Approval of the New Management
Agreement _ Required Vote."
SHAREHOLDERS OF A FUND MAY REQUEST COPIES OF ITS ANNUAL REPORT,
WITHOUT CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, N.Y., 11556-0144 OR BY CALLING 1-800-654-6561.
In order that your shares may be represented at the Meeting for your
Fund, you are requested to:
*indicate your instructions on the proxy card;
*date and sign the proxy card;
*mail the proxy card promptly in the enclosed envelope, which
requires no postage if mailed in the United States; and
*allow sufficient time for the proxy card to be received on or
before 5:00 p.m. on November 14, 1995.
The principal office of the Trust is located at 200 Park Avenue, New
York, New York 10166.
GENERAL OVERVIEW OF THE PROPOSAL
The following is a brief overview regarding the matter being
presented for your approval at the Meeting of your Fund:
Shareholders of each Fund are being asked in the Proposal to approve
an investment management agreement with Dreyfus (the "New Agreement")
providing for an increase in the management fee payable by the Fund to
Dreyfus from .35 to .45 of 1% of the Fund's average daily net assets. Under
the Proposal, Dreyfus would continue to be responsible for providing or
arranging for third parties to provide administrative, custody, fund
accounting and transfer agency services for each Fund. If the Proposal is
approved, however, certain transaction charges payable directly to the
transfer agent by shareholders engaging in certain transactions would be
implemented with respect to shareholders purchasing shares after the
effective date of the New Agreement. The New Agreement would provide that
such payment of charges by shareholders to the transfer agent would not
reduce the amount otherwise payable by the Fund to Dreyfus. THE PROPOSED
CHARGES WOULD NOT APPLY TO SHAREHOLDERS OF A FUND WHO PURCHASED THEIR SHARES
PRIOR TO THE EFFECTIVE DATE OF THE NEW AGREEMENT, AND THE TRUST HAS NO
PRESENT INTENTION OF IMPOSING SUCH CHARGES IN THE FUTURE ON SUCH
SHAREHOLDERS.
In addition, if the Proposal is adopted with respect to a Fund, the
distribution plan pursuant to Rule 12b-1 under the 1940 Act currently in
effect with respect to that Fund's Investor shares would be eliminated. That
plan currently requires each Fund to pay a charge of .25 of 1% of average
daily net assets attributable to Investor shares for distribution and
shareholder services. Such charge is currently borne by holders of each
Fund's Investor shares.
Page 5
If the Proposal is approved with respect to a Fund, Dreyfus intends
that the Fund would be marketed in a manner consistent with an existing group
of funds advised by Dreyfus and marketed under the name "BASIC."
Accordingly, the name of the Funds would be changed to "Dreyfus BASIC
California Municipal Money Market Fund" and "Dreyfus BASIC New York Municipal
Money Market Fund," respectively. In addition, certain increases and related
changes in minimum initial and subsequent investment amount requirements and
minimum account balance requirements would be implemented. SHAREHOLDERS OF A
FUND WHO PURCHASED THEIR SHARES PRIOR TO THE EFFECTIVE DATE OF THE NEW
AGREEMENT WOULD BE PERMITTED TO MAINTAIN THEIR EXISTING ACCOUNTS SUBJECT TO
THE MINIMUM ACCOUNT BALANCES AND MINIMUM SUBSEQUENT INVESTMENT AMOUNTS NOW IN
EFFECT.
If the Proposal is approved with respect to a Fund, the availability
of certain shareholder service features would also be eliminated or altered
as described in greater detail below. See "Approval of the New Agreement _
Certain Related Changes." These changes would become effective
simultaneously with the New Agreement.
Finally, if the Proposal is approved with respect to a Fund, DREYFUS
HAS AGREED FOR ONE YEAR FOLLOWING IMPLEMENTATION OF THE NEW AGREEMENT TO
LIMIT ITS FEE TO .35 OF 1% OF THE FUND'S AVERAGE DAILY NET ASSETS.
PROPOSAL 1 _ APPROVAL OF THE NEW AGREEMENT
Investment advisory services to each Fund are currently provided by
Dreyfus, which is a wholly-owned subsidiary of Mellon Bank, N.A. ("Mellon
Bank"), under an Investment Advisory Agreement dated April 4, 1994 (the
"Existing Agreement"). The Existing Agreement was originally entered into
between the Trust and Mellon Bank, a subsidiary of Mellon Bank Corporation
("Mellon"), and was assigned to Dreyfus on October 17, 1994. The Existing
Agreement was approved by the Board of Trustees of the Trust at its regular
meeting held on November 22, 1993, and was approved by each Fund's
shareholders on March 29, 1994. The Board of Trustees has approved, and
recommends that shareholders of each Fund approve, the New Agreement, under
which the management fee that Dreyfus receives from each Fund would be
increased from .35 of 1% of the Fund's average daily net assets to .45 of 1%
of the Fund's average daily net assets. The services for which Dreyfus would
be responsible would not be changed under the New Agreement. If the New
Agreement is adopted with respect to a Fund, however, the Board of Trustees
has authorized the implementation of certain fees payable directly by
shareholders of the Fund to the Fund's transfer agent in connection with
certain transactions in which shareholders may engage. The New Agreement
provides that payment of these charges to the transfer agent does not reduce
the amount otherwise payable by a Fund to Dreyfus under the New Agreement.
The Board of Trustees has determined, if the Proposal is approved
with respect to a Fund, that the Fund's distribution plan with respect to its
Investor shares, adopted pursuant to Rule 12b-1 of the 1940 Act ("12b-1
Plan"), would be eliminated. Under the 12b-1 Plan, each Fund pays fees to
Dreyfus Service Corporation, an affiliate of Dreyfus, for shareholder
servicing activities, and to Premier Mutual Fund Services, Inc., the Fund's
distributor, for shareholder servicing activities and for activities or
expenses primarily intended to result in the sale of Investor shares of the
Fund. The Board of Trustees has determined that, if the Proposal is approved
with respect to a Fund, the Fund's 12b-1 Plan should be able to be eliminated
without a material adverse effect on the shareholder services available to
holders of the Fund's Investor shares or the distribution of those shares.
Fees under the 12b-1 Plan are equal to .25 of 1% of average daily net assets
attributable to Investor shares. Thus, if the Proposal is approved, even
though a Fund's management fee will increase by .10 of 1% of average daily
net assets after the first year, total expenses payable by the Fund with
respect to Investor shares should decrease by .15 of 1% of average daily net
assets.
In addition, in order to minimize the impact of the proposed
management fee increase on Fund shareholders, Dreyfus has agreed to limit its
fee to .35 of 1% of average daily net assets for the first year after the New
Agreement becomes effective. Thus, if the Proposal is approved with respect
to a Fund, during the first year total expenses payable by the Fund
attributable to Class R shares would be unchanged, and total expenses payable
by the Fund attributable to Investor shares would decrease by .25 of 1% of
average daily net assets.
Page 6
A description of the New Agreement and the services to be provided
by Dreyfus, as adviser, is set forth below. This description is qualified in
its entirety by reference to the form of New Agreement which is attached as
Appendix A to this Proxy Statement. Except for the adjusted management fees
and reference to charges payable by shareholders to the transfer agent, the
New Agreement is substantially identical to the Existing Agreement. If
approved by shareholders with respect to a Fund, the New Agreement will take
effect on November 20, 1995 and will remain in effect through November 19,
1997, subject to continuation by the Board of Trustees. If the New Agreement
is not approved with respect to a Fund, the Existing Agreement and 12b-1 Plan
will remain in effect with respect to that Fund, pursuant to which total Fund
operating expenses are expected to be .35 of 1% of average daily assets with
respect to Class R shares and .60 of 1% of average daily assets with respect
to Investor shares.
Appendix B shows, with respect to each Fund, a comparison of the
current expense ratio and the proposed expense ratio (after giving effect to
the proposed management fee adjustments, and the termination of the 12b-1
Plan applicable to Investor shares of the Fund), with and without the one
year cap on the fee payable to Dreyfus under the New Agreement. Appendix C
shows, with respect to each Fund, other funds managed by Dreyfus with an
investment objective similar to that of the Fund, and the fee Dreyfus
receives from each such fund.
At a meeting held on July 26, 1995, the Trustees of the Trust,
including a majority of those Trustees who are not "interested persons" of
the Trust within the meaning of the 1940 Act, approved the New Agreement with
Dreyfus with respect to each Fund. THE TRUSTEES OF THE TRUST RECOMMEND THAT
SHAREHOLDERS OF EACH FUND VOTE TO APPROVE THE NEW AGREEMENT.
DESCRIPTION OF THE EXISTING AGREEMENT AND OF THE NEW AGREEMENT. The
following summarizes the principal distinction between the Existing Agreement
and the New Agreement.
Under the terms of the Existing Agreement, Dreyfus, subject to the
overall supervision and review of the Trustees of the Trust, supervises the
investments of each Fund, maintains a continuous investment program for the
Fund, determines what securities shall be purchased and sold, secures and
evaluates such information as it deems proper and takes whatever action is
necessary or convenient to perform its functions, including the placing of
purchase and sale orders. Dreyfus also provides, or arranges for and
supervises the provision by third parties to each Fund of, a variety of
services, including custody, fund accounting, transfer agency,
administrative, securities registration (including payment of Blue Sky and
Rule 24f-2 fees), legal, audit and similar services.
Pursuant to the Existing Agreement, the Trust on behalf of each Fund
pays Dreyfus a fee computed daily and payable monthly at the annual
percentage rate of .35 of 1% of average daily net assets of the Fund, less
that Fund's allocable portion of the accrued fees and expenses (including
counsel fees) of the non-interested Trustees. Other expenses incurred in the
operation of each Fund, which are expected to be minimal, include interest,
taxes, brokerage commissions, and extraordinary expenses, and are borne by
the Fund. (Each Fund's allocable portion of fees and expenses of Trustees who
are not "interested persons" of the Trust under the 1940 Act, including
expenses of their counsel, are also borne by the Fund but, since Dreyfus is
required to reduce the fee payable to it by the amount of such fees and
expenses, payment thereof does not increase the fees and expenses of the
Fund.) In addition, each Fund also has approved a 12b-1 Plan requiring its
Investor class shareholders to bear the expense of 12b-1 fees, paid by the
Fund, equal to .25 of 1% of the Fund's average daily net assets attributable
to Investor shares.
The New Agreement would be substantially the same as the Existing
Agreement with three notable differences.
First, the form of the Existing Agreement reflects that it was
originally entered into between Mellon Bank, the predecessor of Dreyfus as
each Fund's manager, and the Trust with respect to several funds thereof. The
Existing Agreement was transferred to Dreyfus effective October 17, 1994. The
form of the New Agreement will reflect that it is between Dreyfus as manager
of each applicable Fund and the Trust on behalf of the Fund. (The Existing
Agreement will remain in effect with respect to other funds of the Trust
until altered by appropriate shareholder or Trustee action with respect to
those funds.)
Page 7
Second, under the New Agreement, the Trust on behalf of each Fund
would pay Dreyfus a fee computed daily and payable monthly at the annual
percentage rate of .45 of 1% of the Fund's average daily net assets (less the
Fund's allocable portion of the accrued fees and expenses, including counsel
fees, of the non-interested Trustees). This rate represents an increase from
.35 of 1% of the Fund's average daily net assets under the Existing Agreement
(less the Fund's allocable portion of the accrued fees and expenses,
including counsel fees, of the non-interested Trustees).
Third, the Trustees have approved the implementation of certain
charges to be paid directly by shareholders of each Fund to the Fund's
transfer agent with respect to certain transactions in which shareholders
engage. A Fund shareholder would be required to pay a $5 charge for each
exchange out of the Fund, wire redemption, Dreyfus TELETRANSFER redemption,
or closeout of a shareholder account, and a $2 charge for each check
redemption. Such charges are not currently assessed on shareholders or
payable to the transfer agent. CURRENT HOLDERS OF INVESTOR OR CLASS R SHARES
OF EACH FUND WOULD BE EXEMPTED FROM PAYMENT OF THE PROPOSED CHARGES, AND THE
BOARD OF TRUSTEES HAS NO PRESENT INTENTION OF IMPOSING THESE OR SIMILAR
CHARGES ON CURRENT HOLDERS OF A FUND'S SHARES IN THE FUTURE.
Currently, all compensation received by the transfer agent with
respect to the Fund is paid by Dreyfus as part of its responsibility under
the Existing Agreement. Imposition of direct charges on shareholders may
reduce the level of shareholder transactions and could indirectly benefit
Dreyfus by allowing expenses payable by it to be reduced or maintained below
those which might otherwise be in effect. The New Agreement would expressly
recognize the payment of these charges directly by shareholders and would
provide that the fee otherwise payable to Dreyfus under the New Agreement
would not be reduced by the amount of any such charges paid to the transfer
agent. Under the Proposal such direct shareholder charges could be adjusted
in the future by action of the Board of Trustees, without further action by
shareholders of the Fund.
IMPACT OF THE PROPOSAL. The overall fees and expenses that a holder
of each Fund's Investor shares bears would likely be reduced under the
Proposal. Although management fees would increase by .10 of 1% of the Fund's
average daily net assets, each Fund's 12b-1 plan, which has a current fee of
.25 of 1% of average daily net assets, would also be eliminated if the
Proposal were approved. This would result in an overall decrease in total
operating expenses attributable to Investor shares by .15 of 1% of average
daily net assets (.25 of 1% of average daily net assets in the first year,
during which Dreyfus would limit its management fee under the New Agreement
to .35 of 1% of average daily net assets). A comparison of the management
fees and total expenses holders of Investor shares bear under the existing
structure with the fees and expenses such shareholders would bear under the
New Agreement are attached hereto as Appendix B.
The Proposal would result in an increase in the fees and expenses
that holders of each Fund's Class R shares bear from those in effect under
each Fund's Existing Agreement. Holders of Class R shares would experience an
increase in management fees of .10 of 1% of average daily net assets
(although no change would occur in the first year, during which Dreyfus would
limit its management fee to that currently in effect). A comparison of the
management fees and total expenses holders of Class R shares pay under the
existing structure with the fees and expenses holders of Class R shares would
pay under the New Agreement are attached hereto as Appendix B.
In addition, holders of both Investor and Class R shares would be
required to pay a $5 transaction charge for exchanges out of the Fund, wire
redemptions, Dreyfus TELETRANSFER redemptions, and account closeouts, and a
$2 charge for each check redemption. However, although such charges would be
imposed on new purchasers of a Fund's shares, SUCH CHARGES WOULD NOT BE
IMPOSED ON CURRENT HOLDERS OF THE FUND'S SHARES UNDER THE PROPOSAL AND THE
BOARD OF TRUSTEES HAS NO PRESENT INTENTION OF IMPOSING THESE OR SIMILAR
CHARGES ON CURRENT HOLDERS OF THE FUND'S SHARES IN THE FUTURE.
With respect to Dreyfus/Laurel California Tax-Free Money Fund,
during the fiscal year ended June 30, 1995, Dreyfus and Mellon Bank as it
predecessor received $90,830 in fees from the Fund pursuant to the Existing
Agreement. If the New Agreement had been in effect during the same period the
fees paid by the Fund would have been $117,368. During the fiscal year ended
June 30, 1995, Dreyfus and its affiliates received no payments pursuant to
the Rule 12b-1 plan effective with respect to Investor shares of Dreyfus/
Laurel California Tax-Free Money Fund, out of a total of $38,346 paid to all
parties under the Rule 12b-1 Plan. No payments under the 12b-1 Plan would
have been paid to any party if the Plan had been discontinued as provided
under the Proposal.
Page 8
With respect to Dreyfus/Laurel New York Tax-Free Money Fund, during
the fiscal year ended June 30, 1995, Dreyfus and Mellon Bank as it
predecessor received $48,800 in fees from the Fund pursuant to the Existing
Agreement. If the New Agreement had been in effect during the same period the
fees paid by the Fund would have been $63,116. During the fiscal year ended
June 30, 1995, Dreyfus and its affiliates received payments of $3,786
pursuant to the Rule 12b-1 plan effective with respect to Investor shares of
Dreyfus/ Laurel New York Tax-Free Money Fund, out of a total of $20,798 paid
to all parties under the Rule 12b-1 Plan. No payments under the 12b-1 Plan
would have been paid to any party if the Plan had been discontinued as
provided under the Proposal.
CERTAIN OTHER CHANGES. If the Proposal is approved with respect to a
Fund, Dreyfus intends that the Fund would be marketed in a manner consistent
with an existing group of funds advised by Dreyfus, marketed under the name
"BASIC," and available to all investors but designed for higher balance
investors who generally tend to make more limited use of account transaction
features and to use money market accounts more as a savings than a
transactional vehicle. Accordingly, the name of Dreyfus/Laurel California
Tax-Free Money Fund and Dreyfus/Laurel New York Tax-Free Money Fund would be
changed to "Dreyfus BASIC California Municipal Money Market Fund" and
"Dreyfus BASIC New York Municipal Money Market Fund," respectively.
In addition, certain other changes would be implemented for a Fund
if its shareholders approve the Proposal. Specifically, the minimum initial
investment for each Fund would be increased to $25,000, the minimum amount of
subsequent investments would be increased to $1,000, and the account balance
below which accounts may be involuntarily redeemed by the Fund would be
increased to $10,000. Each Fund would be permitted to waive its minimum
initial investment requirement for new Fund accounts opened through a bank,
securities dealer or other financial institution (collectively, "Agents")
whenever Dreyfus Institutional Services Division ("DISD") determines for the
initial account opened through such Agent which is below the Fund's minimum
initial investment requirement that the existing accounts in the Fund opened
through that Agent have an average account size, or the Agent has adequate
intent and access to funds to result in maintenance of accounts in the Fund
opened through that Agent with an average account size, in an amount equal to
or in excess of $25,000. DISD would be required periodically to review the
average size of the accounts opened through each Agent and, if necessary, to
reevaluate the Agent's intent and access to funds. DISD would discontinue the
waiver as to new accounts to be opened through an Agent if DISD determines
that the average size of accounts opened through that Agent is less than
$25,000 and the Agent does not have the requisite intent and access to funds.
SHAREHOLDERS OF A FUND WHO PURCHASED THEIR SHARES PRIOR TO THE EFFECTIVE DATE
OF THE NEW AGREEMENT WOULD BE PERMITTED TO MAINTAIN THEIR EXISTING ACCOUNTS
SUBJECT TO THE MINIMUM ACCOUNT BALANCES AND MINIMUM SUBSEQUENT INVESTMENT
AMOUNTS NOW IN EFFECT.
If the Proposal is approved with respect to a Fund, the availability
of certain shareholder service features would also be eliminated. These
services include the Dreyfus Auto-Exchange Privilege, Dreyfus-AUTOMATIC Asset
Builder, Dreyfus Dividend Options, Dreyfus Government Direct Deposit
Privilege, Dreyfus Payroll Savings Plan and the Automatic Withdrawal Plan.
Finally, the minimum amount for Dreyfus TELETRANSFER transactions would be
increased to $1,000 from $500 per day. These changes would become effective
simultaneously with the New Agreement.
REASONS FOR THE PROPOSAL. Dreyfus recommended the Proposal to the
Board of Trustees to increase each Fund's management fee in light of fees
paid by comparable mutual funds in the industry and to provide Dreyfus with
adequate fees to manage the Fund. At present, the overall expense ratio
(including management fees) for Class R shares of each Fund has been below,
and for Investor shares has been in line with, those of similar funds advised
by Dreyfus and the industry average for funds with substantially the same
investment objectives and management services. Prior to the Existing
Agreement, which became effective in April 1994, each Fund was obligated to
pay advisory fees of .50 of 1% of average daily net assets to its investment
adviser; in addition, each Fund was directly responsible for paying third
parties for various other services provided to the Fund, including custody,
fund accounting and transfer agency services. After seventeen months of Fund
operation under the current fee structure, under which Dreyfus is required (an
d Mellon Bank as its predecessor was required) to pay for essentially all
normally recurring operating expenses of each Fund out of its fee of .35 of
1% of average daily assets, Dreyfus believes that the current level of fees
are inadequate for it to be able to continue indefinitely to properly manage
each
Page 9
Fund. Dreyfus believes that keeping each Fund's management fee at its
current level could hurt the Fund's long-term performance and has requested
an increase in its fee as a result.
The performance of each Fund, in Dreyfus' opinion, reflects
management's commitment to developing investment management techniques and
resources, such as research staff, qualified portfolio managers, and systems
and facilities, that promote the long-term performance of the Fund. Dreyfus
believes that the increase in the management fee is necessary to ensure that
each Fund receives the investment services and resources needed to provide
the Fund with the level and quality of service it requires. Dreyfus' request
that the management fees be raised also reflects its belief that each Fund
should bear the same level of fees for these services as other Dreyfus funds
with comparable management needs and services. Furthermore, the level of
management and other fees for each Fund will remain below the median of fees
charged by competing funds with similar investment objectives and services.
To mitigate possible adverse effects resulting from the adjustment
to each Fund's management fee on holders of Investor shares, Dreyfus also
proposes that, if the New Agreement is approved with respect to a Fund, the
12b-1 Plan relating to its Investor shares would be eliminated. The
experience with each Fund's 12b-1 Plan to date indicates that, if the
Proposal is approved, the Fund should be able to eliminate the 12b-1 Plan,
and associated expense to holders of Investor shares, without a material adver
se effect on shareholder services available to holders of the Fund's Investor
shares or the distribution of those shares.
In a further effort to mitigate the effects of the proposed
increase, Dreyfus has agreed that it will limit its fee to .35 of 1% of
average daily net assets for one year following the effectiveness of the New
Agreement.
CONSIDERATION AND APPROVAL BY THE BOARD OF TRUSTEES. The Board of
Trustees has determined that the compensation to be paid to Dreyfus under the
New Agreement is fair and reasonable and provides a management fee similar to
those of competing tax-free money market funds. In unanimously approving the
New Agreement with respect to each Fund and recommending its approval by
shareholders, the Trustees of the Trust, including the non-interested
Trustees, took into account all factors that they deemed relevant. The
factors considered by the non-interested Trustees in the case of each Fund
included the nature, quality and extent of the services Dreyfus furnishes to
the Fund; the need for Dreyfus to maintain and to enhance its ability to
attract and to retain qualified personnel to serve the Fund; the investment
record of Dreyfus in managing the Fund; extensive financial, personnel and
structural information on the Dreyfus organization, including the revenues
and expenses of Dreyfus relating to its activities with respect to the Fund;
and the effect of the proposed management fee increase on the total expense
ratio of the Fund. The Trustees were also provided information as to Dreyfus'
qualifications to act as investment manager to the Fund in terms of the
ability of its personnel, the quality and extent of the services rendered,
and Dreyfus' commitment to its mutual fund investment business, including the
Fund.
On July 26, 1995, the Board of Trustees, including the
non-interested Trustees, reviewed and approved the New Agreement. Among other
things, they considered the following facts in the case of each Fund: that
the current advisory fee is significantly below that paid to Dreyfus by
comparable funds for which it serves as investment adviser; that the total
operating expenses with respect to Class R shares of each Fund are below, and
with respect to Investor shares of each Fund are on a par with, those of other
funds with comparable assets, objectives and services; that the total
operating expense ratio of each Fund under the New Agreement would be below
the median for other funds with comparable assets, objectives and services;
that Dreyfus is entitled to be paid a reasonable fee for its services and
that payment of such a fee is likely to be necessary to ensure that each Fund
receives adequate resources and services; that the Fund's proposed fees would
remain lower than the Fund's fees as in effect immediately prior to
effectiveness of the Existing Agreement; that, if the New Agreement were
approved, holders of Investor shares would no longer be required to pay a
12b-1 fee, resulting in a overall decline in total expenses borne by those
shareholders; and that Dreyfus agreed to limit its fee to .35 of 1% of
average daily net assets for one year following the effectiveness of the New
Agreement, allowing time for shareholders of the Fund to find alternative
investments if they so chose before being directly effected by the increase
in the management fee percentage. The Trustees also considered that
provisions had been made to exempt existing Fund shareholders from the
adverse impact of most of the other changes to Fund operations proposed to be
undertaken contemporaneously with adoption of the New
Page 10
Agreement, including the imposition of shareholder service charges and
increases in minimum investment or transaction requirements.
Accordingly, the Trustees unanimously voted to approve the terms and
conditions of the proposed New Agreement and to recommend that shareholders
vote FOR the Proposal.
REQUIRED VOTE. Approval of the New Agreement by a Fund will require
the affirmative vote of a "majority of the outstanding voting securities" of
the Fund and of each class of the Fund, which for this purpose means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares
of the Fund or class or (2) 67% or more of the shares of the Fund or class
present at the Meeting if more than 50% of the outstanding shares of the Fund
or class, respectively, are represented at the Meeting in person or by proxy.
IF THE NEW AGREEMENT IS NOT APPROVED BY A FUND'S SHAREHOLDERS, THE
EXISTING AGREEMENT WILL CONTINUE IN EFFECT, AS WILL THE RULE 12B-1 PLAN WITH
RESPECT TO THE FUND'S INVESTOR SHARES. IN ADDITION, THE FUND WOULD FOREGO
IMPLEMENTATION OF DIRECT CHARGES ON NEW SHAREHOLDERS OF THE FUND IN
CONNECTION WITH CERTAIN FUND TRANSACTIONS AND THE PLANNED CHANGES IN MINIMUM
INVESTMENT AMOUNT AND ACCOUNT MAINTENANCE REQUIREMENTS.
THE NEW AGREEMENT MUST BE APPROVED BY A FUND AND BY BOTH THE
INVESTOR AND CLASS R SHAREHOLDERS OF THE FUND, SEPARATELY, TO BECOME
EFFECTIVE WITH RESPECT TO THAT FUND.
THE BOARD OF TRUSTEES, INCLUDING A MAJORITY OF THE NON-INTERESTED
TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND, AND OF EACH CLASS OF
EACH FUND, VOTE TO APPROVE THE NEW AGREEMENT.
OTHER INFORMATION
INFORMATION ABOUT DREYFUS. The following persons are officers and/or
directors of Dreyfus: Howard Stein, Chairman of the Board and Chief Executive
Officer; W. Keith Smith, Vice Chairman of the Board; Robert E. Riley,
President, Chief Operating Officer and a director; Stephen E. Canter, Vice
Chairman, Chief Investment Officer and a director; Lawrence S. Kash, Vice
Chairman-Distribution and a director; Philip L. Toia, Vice
Chairman-Operations and Administration; Daniel C. Maclean, Vice President and
General Counsel; Barbara E. Casey, VicePresident-Dreyfus Retirement Services;
Diane M. Coffey, Vice President-Corporate Communications; Elie M. Genadry,
Vice President-Institutional Sales; Henry D. Gottman, Vice President-Retail
Sales and Service; William F. Glavin, Jr., Vice President-Corporate
Development; Andrew S. Wasser, Vice President-Information Services; Mark N.
Jacobs, Vice President-Fund Legal and Compliance and Secretary; Jeffrey N.
Nachman, Vice President-Mutual Fund Accounting; Katherine C. Wickham, Vice
President-Corporate Human Resources; Maurice Bendrihem, Controller; Elvira
Oslapas; Assistant Secretary; Mandell L. Berman, Frank V. Cahouet, Alvin E.
Friedman, Lawrence M. Green, Julian M. Smerling and David B. Truman,
directors.
Dreyfus, located at 200 Park Avenue, New York, New York 10166, was
formed in 1947. Dreyfus is a wholly-owned subsidiary of Mellon Bank, which is
in turn a wholly-owned subsidiary of Mellon. As of August 2, 1995, Dreyfus
managed or administered approximately $79 billion in assets for more than 1.8
million investor accounts nationwide. Mellon is a publicly owned multibank
holding company incorporated under Pennsylvania law in 1971 and registered
under the Bank Holding Company Act of 1956, as amended. Mellon provides a
comprehensive range of financial products and services in domestic and
selected international markets. Mellon is among the twenty-five largest bank
holding companies in the United States based on total assets. Mellon's
principal wholly owned subsidiaries are Mellon Bank, Mellon Bank (DE)
National Association, Mellon Bank (MD), The Boston Company, Inc., AFCO Credit
Corporation and a number of companies known as Mellon Financial Services
Corporations. Through its subsidiaries, Mellon managed more than $203 billion
in assets as of June 30, 1995, including $73 billion in mutual fund assets.
As of June 30, 1995, Mellon, through various subsidiaries, provided
non-investment services, such as custodial or administration services, for
approximately $707 billion in assets, including approximately $71 billion in
mutual fund assets.
Page 11
Joseph S. DiMartino and Arch S. Jeffey, Trustees of the Trust, hold
beneficial interest in 29,660 shares and 900 shares of Mellon, respectively.
DISTRIBUTOR. Premier Mutual Fund Services, Inc. ("Premier") is the
principal underwriter of each Fund pursuant to a Distribution Agreement
between the Trust on behalf of the Fund and Premier. Premier is a
wholly-owned subsidiary of Institutional Administration Services, Inc., a
provider of mutual fund administration services, the parent company of which
is Boston Institutional Group, Inc. During the fiscal year ended June 30,
1995, Premier received no distribution fees or sales charges in connection
with the sale of shares of the Funds.
SUB-ADMINISTRATION AGREEMENT. Premier serves as Sub-Administrator to
the Funds pursuant to a Sub-Administration Agreement with Dreyfus. As
Sub-Administrator, Premier provides various administrative and corporate
secretarial services to the Funds and is compensated by Dreyfus for the
provision of such services.
FUND TRANSACTIONS. Decisions to buy and sell securities for the
Funds and effectuation of securities transactions are made by Dreyfus,
subject to the overall supervision and review of the Trustees. The same
personnel are also in charge of portfolio transactions for other clients of
other subsidiaries and affiliates of Dreyfus.
Purchases and sales of portfolio securities for the Funds will
generally be transacted with the issuer or a primary market maker on a net
basis, without the payment by the Funds of any brokerage commission for such
purchases or sales. Purchases from dealers serving as primary market makers
will reflect the spread between the bid and asked prices. In selecting
dealers and in executing portfolio transactions, Dreyfus seeks, on behalf of
the Funds, the best overall terms available. In doing so, Dreyfus considers
all matters it deems relevant, including the breadth of the market in the
security, the price of the security and the financial condition and executing
capability of the dealer. Neither Fund paid any brokerage commissions for the
fiscal years ended June 30, 1993, 1994 or 1995.
Dealers may be selected who provide brokerage and/or research
services to the Trust and/or other accounts over which Dreyfus or its
affiliates exercise investment discretion. Such services may include advice
concerning the value of securities; the advisability of investing in,
purchasing or selling securities; the availability of securities or the
purchasers or sellers of securities; furnishing analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and performance of accounts; and effecting securities
transactions and performing functions incidental thereto (such as clearance
and settlement). The receipt of research from dealers may be useful to
Dreyfus in rendering investment management services to the Trust and/or its
other clients; and, conversely, such information provided by its brokers or
dealers who have executed transaction orders on behalf of other clients of
Dreyfus may be useful to Dreyfus in carrying out its obligation to the Trust.
The Funds will not purchase municipal obligations during the
existence of any underwriting or selling group relating thereto of which an
affiliate is a member, except to the extent permitted by the Securities and
Exchange Commission. Under certain circumstances, the Funds may be at a
disadvantage because of this limitation in comparison with other investment
companies which have a similar investment objective but are not subject to
such limitations.
Dreyfus will make investment decisions for each Fund independently
from those made for its other clients, other funds and clients of other
subsidiaries of Dreyfus. On occasion, however, the same investment decisions
will be made for a Fund as for one or more of Dreyfus' clients at about the
same time. In a case in which a Fund and one of these other clients are
simultaneously engaged in the purchase or sale of the same security, the
transactions will, to the extent feasible and practicable, be averaged as to
price and allocated as to amount among a Fund and/or the other client or
clients pursuant to a formula considered equitable. In some cases, this
system could have a detrimental effect on the price or volume of the security
to be purchased or sold on behalf of the particular Fund. In other cases,
however, it is believed that coordination and the ability to participate in
volume transactions will be to the benefit of the Funds.
CUSTODIAN AND FUND ACCOUNTANT. Mellon Bank, One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, serves as custodian and fund accountant to
each Fund pursuant to a Custody and Fund Accounting Agreement. Under the
Custody and Fund Accounting Agreement, Mellon Bank holds each Fund's
portfolio securities and keeps all necessary records and documents, and also
computes the daily net asset value of each Fund. Mellon Bank provides
portfolio and shareholder recordkeeping required for regulatory and financial
reporting purposes.
Page 12
TRANSFER AND DIVIDEND DISBURSING AGENT. The Shareholder Services
Group, Inc. ("TSSG"), a subsidiary of First Data Corporation, serves as each
Fund's transfer and dividend disbursing agent. TSSG is located at One
American Express Plaza, Providence, Rhode Island 02903.
OTHER MATTERS TO COME BEFORE THE MEETINGS. The Trustees do not
intend to present any other business at either Meeting, nor are they aware
that any shareholder intends to do so. If, however, any other matters are
properly brought before either Meeting, the persons named in the accompanying
proxy card will vote on any other matter properly brought before the Meeting
in accordance with their judgment.
SHAREHOLDER PROPOSALS. Annual shareholder meetings are not held by
the Trust. Shareholders wishing to submit proposals for consideration for
inclusion in a proxy statement for a subsequent shareholder meeting should
send their written proposals to the Trust at 200 Park Avenue, New York, New
York 10166, such that they will be received by the Trust a reasonable period
of time prior to any such meeting.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR
NOMINEES. Please advise the Trust at 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.
September 12, 1995
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE THEREFORE URGED TO COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED
STATES.
Page 13
APPENDIX A
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this _____ day of ______________, 1995 between The
Dreyfus Corporation, a New York corporation (hereinafter referred to as the
"Adviser") and The Dreyfus/Laurel Tax-Free Municipal Funds, a Massachusetts
business trust (hereinafter referred to as the "Trust"), on behalf of those
of its series listed on Exhibit A hereto and such other of its portfolios of
which the Trust may notify the Adviser and which the Adviser may notify the
Trust it is willing to advise as provided in paragraph 2(b) hereof (in each
case hereinafter referred to individually as a "Fund", and collectively as
the "Funds").
WHEREAS, the Trust is engaged in business as an open-end management
company and is so registered under the Investment Company Act of 1940 (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial
interest ("Shares") in separate funds with each such fund representing the
interests in a separate portfolio of securities and other assets; and
WHEREAS, the Trust currently offers shares of beneficial interest in
each Fund; and
WHEREAS, the Trust desires for the Adviser to provide or otherwise
arrange for the provision of other services for each Fund, including custody,
transfer agency, administrative, accounting, legal, audit and similar
services, and the Adviser is willing to do so,
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the
parties hereto as follows:
1. NAME OF TRUST.
The Adviser consents to the use by the Trust of the name "The
Dreyfus/Laurel Tax-Free Municipal Funds" so long as this Agreement or an
extension, renewal or amendment thereof remains in effect, including any such
agreements with any organization which shall have succeeded to the business
of the Adviser. The Trust agrees that if and when no such agreement is in
effect it will cease to use that name or any name indicating that it is
advised by or otherwise associated with the Adviser.
2. APPOINTMENT OF ADVISER.
(a) The Trust hereby appoints the Adviser to act as investment
adviser to each Fund for the period and on the terms herein set forth. The
Adviser accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
(b) In the event that the Trust desires to retain the Adviser
to render investment advisory services hereunder with respect to one or more
funds of the Trust other than those Funds listed on Exhibit A, the Trust shall
notify the Adviser in writing. If the Adviser is willing to render such
services it shall notify the Trust in writing whereupon each of such funds
shall become a Fund hereunder and the compensation payable by such Funds to
the Adviser will be as agreed in writing at the time.
3. DUTIES OF THE ADVISER.
(a) The Adviser shall supervise the investments of each Fund,
maintain a continuous investment program for each Fund, determine what
securities shall be purchased or sold by each Fund, secure and evaluate such
information as it deems proper and take whatever action is necessary or
convenient to perform its functions, including the placing of purchase and
sale orders. With the approval of the Board of Trustees, the Adviser may,
from time to time, engage one or more sub-investment advisers.
(b) The Adviser shall also provide to each Fund, or arrange
for and supervise third parties in the provision to each Fund of, custody,
transfer agency, administrative, accounting, legal, audit and similar
services.
(c) The Adviser, at its own expense, shall place all orders
for the purchase and sale of portfolio securities for the account of each Fund
with brokers or dealers selected by the Adviser. In executing portfolio
transactions and selecting brokers or dealers, the Adviser will use its best
efforts to seek on behalf each Fund the best overall terms available. In
assessing the best overall terms available for any transaction, the Adviser
shall consider all factors it deems relevant, including the breadth of
Page A-1
the market in the security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the reasonableness of
the commission, if any (for the specific transaction and on a continuing
basis). In evaluating the best overall terms available and in selecting
the broker or dealer to execute a particular transaction, the Adviser may
also consider the brokerage and research services (as those terms are defined
in Section 28(e) of the Securities Exchange Act of 1934) provided to any Fund
and/or other accounts over which the Adviser or any affiliate of the Adviser
exercises investment discretion. The Adviser is authorized to pay to a broker
or dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for any Fund which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if, but only if, the Adviser determines in good faith that
such commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer _ viewed in terms of that
particular transaction or in terms of all of accounts over which investment
discretion is so exercised.
(d) All of the functions undertaken by the Adviser hereunder
shall at all times be subject to any directions of the Board of Trustees of
the Trust, its committees or officers of the Trust acting under the authority
of the Board of Trustees.
4. COMPENSATION OF THE ADVISER.
(a) Except as may be agreed pursuant to paragraph 2(b) with
respect to Funds not listed on Exhibit A, the Trust agrees to pay to the
Adviser, and the Adviser agrees to accept as full compensation for the
services and facilities provided by the Adviser hereunder with respect to
each Fund, a fee computed daily and payable monthly at the annual rate of
.45 of 1% of the average daily net assets of the Fund, less the Fund's
allocable portion of the accrued fees and expenses (including counsel fees)
of the non-interested trustees of the Trust.
In case of termination of this Agreement with respect to a Fund
during any month, the fee with respect to such Fund for that month shall be
reduced proportionately based upon the number of calendar days during which
it is in effect, and the fee shall be computed upon the average net assets of
the Fund for the business days during which it is so in effect.
The fees payable under this Agreement shall be calculated by
applying 1/365ths of the annual rate to the net assets of the applicable Fund
each day, such net assets to be determined as of the close of business on
that day or that last previous business day, and shall be accrued daily.
(b) The Adviser will pay all of the Trust's expenses
(exclusive of those paid directly by shareholders as provided in paragraph
4(c)), including the fees and other charges of third-party service providers
engaged pursuant to paragraph 3(a) or (b) above, except interest, taxes,
brokerage commissions, Rule 12b-1 distribution fees and expenses, fees and
expenses of the non-interested trustees (including counsel fees), and
extraordinary expenses. The Adviser will provide the Trust with all physical
facilities and personnel required to carry on the business of the Trust,
including but not limited to office space, office furniture, fixtures and
equipment, office supplies, computer hardware and software, and salaried and
hourly paid personnel. The Adviser may at its own expense employ others to
provide all or any part of such facilities and personnel.
(c) The Trust may, from time to time, provide for the payment
of charges to be made by shareholders of a Fund to the Fund's transfer agent
for services used by such shareholders (including, without limitation,
exchanges out of the Fund, wire redemptions, account closeouts, Dreyfus
Teletransfer redemptions and redemption checks). Such payments by shareholders
to the Fund's transfer agent shall not be obligations of the Adviser under
paragraph 4(b) above, and the Adviser shall not be required to reduce the
compensation otherwise payable to it under paragraph 4(a), nor shall the
Trust be entitled to a credit toward the amount payable by it under such
paragraph 4(a), by virtue of any such shareholder payments, whether or not
such shareholder payments may directly or indirectly affect amounts payable
to the Fund's transfer agent by the Adviser.
5. LIMITATION OF LIABILITY OF ADVISER.
The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust or any Fund in connection with
the performance of its obligations under this Agreement; but nothing herein
contained shall be construed to protect the adviser against any liability to
the Trust by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of reckless disregard of its
obligations and duties under the Agreement.
All functions undertaken by the Adviser shall at all times conform
to, and be in accordance with, any requirements imposed by: (i) the
Investment Company Act of 1940, and any rules and regulations promulgated
thereunder; (ii) any other applicable provisions of law; (iii) the Third
Amended and Restated Master Trust Agreement dated December 9, 1992, as
Page A-2
amended from time to time; (iv) the By-Laws of the Trust as amended from time
to time; and (v) the registration statement of the Trust, as amended from time
to time, filed under the Securities Act of 1933 and the 1940 Act.
6. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) This Agreement shall become effective with respect to the
Funds listed on Exhibit A on the date hereof and,
with respect to any additional Fund, on the date of receipt by the Trust of
notice from the Adviser in accordance with paragraph 2(b) hereof that the
Adviser is willing to serve as Adviser with respect to such Fund. Unless
terminated as herein provided, this Agreement shall remain in full force and
effect for two years from the date hereof with respect to each Fund listed on
Exhibit A and, with respect to each other Fund added to the Trust pursuant to
paragraph 2(b), for two years from the date on which such Fund becomes a Fund
hereunder, and shall continue in full force and effect for periods of one
year thereafter with respect to each Fund so long as such continuance with
respect to any such Fund is approved at least annually, (a) by either the
Trustees of the Trust or by vote of a majority of the outstanding voting
Shares (as defined in the 1940 Act) of such Fund, and (b) in either event by
the vote of a majority of the Trustees of the Trust who are not parties to
this Agreement or interested persons (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
Any approval of this Agreement by the holders of a majority of the
outstanding Shares (as defined in the 1940 Act) of any Fund shall be
effective to continue this Agreement with respect to such Fund
notwithstanding (a) that this Agreement has not been approved by the holders
of a majority of the outstanding Shares of any other Fund affected thereby,
and (b) that this Agreement has not been approved by the vote of a majority
of the outstanding Shares of the Trust, unless such approval shall be
required by any other applicable law or otherwise.
(b) This Agreement may be terminated at any time, without
payment of any penalty, by vote of the Trustees of the Trust or by vote of a
majority of the outstanding Shares (as defined in the 1940 Act), or by the
Adviser on sixty (60) days' written notice to the other party.
(c) This Agreement shall automatically and immediately
terminate in the event of its assignment.
8. LIMITATION OF LIABILITY.
The term Trustees of The Dreyfus/Laurel Tax-Free Municipal Funds
means and refers to the Trustees from time to time serving under the Third
Amended and Restated Master Trust Agreement dated December 9, 1992, as the
same may subsequently thereto have been, or subsequently hereto be, amended.
It is expressly agreed that the obligations of the Trust hereunder shall not
be binding upon any of the Trustees, shareholders, nominees, officers, agents
or employees of the Trust, personally, but bind only the trust property of
the Trust, as provided in the Third Amended and Restated Master Trust
Agreement of the Trust. The execution and delivery of this Agreement have
been authorized by the Trustees and shareholders of the Trust and signed by
the President of the Trust, acting as such, and neither such authorization by
such Trustees and shareholders nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in its Third Amended and Restated Master
Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed the day and year above written.
THE DREYFUS/LAUREL TAX-FREE
MUNICIPAL FUNDS
By:_____________________________
Name:
Title:
THE DREYFUS CORPORATION
By:______________________________
Name:
Title:
Page A-3
EXHIBIT A
Dreyfus BASIC California Municipal Money Market Fund
(formerly the Dreyfus/Laurel California Tax-Free Money Fund)
Dreyfus BASIC New York Municipal Money Market Fund
(formerly the Dreyfus/Laurel New York Tax-Free Money Fund)
Page A-4
APPENDIX B
DREYFUS/LAUREL CALIFORNIA TAX-FREE MONEY FUND
CURRENT EXPENSE RATIO
INVESTOR SHARES CLASS R SHARES
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
Management Fee..................................................... .35% .35%
12b-1 Fees......................................................... .25% none
Other Expenses(1).................................................. 0.00% 0.00%
------ ------
Total Fund Operating Expenses...................................... .60% .35%
EXAMPLE:
You would pay the following expenses
on a $1,000 investment, assuming (1) a 5% annual
return and (2) redemption at the end of each
time period: INVESTOR SHARES CLASS R SHARES
1 Year $ 6 $ 4
3 Years $19 $11
5 Years $33 $20
10 Years $75 $44
---------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN,
THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
---------------------------------------------------------------------------
PROPOSED EXPENSE RATIO (WITH ONE YEAR CAP)
INVESTOR SHARES CLASS R SHARES
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
Management Fee..................................................... .35% .35%
12b-1 Fees......................................................... 0.00% 0.00%
Other Expenses(1).................................................. 0.00% 0.00%
------ ------
Total Fund Operating Expenses...................................... .35% .35%
EXAMPLE:
You would pay the following expenses
on a $1,000 investment, assuming (1) a 5% annual
return and (2) redemption at the end of each
time period: INVESTOR SHARES CLASS R SHARES
1 Year $ 6 $ 4
3 Years $19 $11
5 Years $33 $20
10 Years $75 $44
---------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN,
THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
---------------------------------------------------------------------------
Page B-1
PROPOSED EXPENSE RATIO (WITHOUT ONE YEAR CAP)
INVESTOR SHARES CLASS R SHARES
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
Management Fee..................................................... .45% .45%
12b-1 Fees......................................................... 0.00% 0.00%
Other Expenses(1).................................................. 0.00% 0.00%
------ -------
Total Fund Operating Expenses...................................... .45% .45%
EXAMPLE:
You would pay the following expenses
on a $1,000 investment, assuming (1) a 5% annual
return and (2) redemption at the end of each
time period: INVESTOR SHARES CLASS R SHARES
1 Year $ 6 $ 4
3 Years $19 $11
5 Years $33 $20
10 Years $75 $44
---------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN,
THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
---------------------------------------------------------------------------
DREYFUS/LAUREL NEW YORK TAX-FREE MONEY FUND
CURRENT EXPENSE RATIO
INVESTOR SHARES CLASS R SHARES
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
Management Fee..................................................... .35% .35%
12b-1 Fees......................................................... .25% none
Other Expenses(1).................................................. 0.00% 0.00%
----- ------
Total Fund Operating Expenses...................................... .60% .35%
EXAMPLE:
You would pay the following expenses
on a $1,000 investment, assuming (1) a 5% annual
return and (2) redemption at the end of each
time period: INVESTOR SHARES CLASS R SHARES
1 Year $ 6 $ 4
3 Years $19 $11
5 Years $33 $20
10 Years $75 $44
---------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN,
THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
---------------------------------------------------------------------------
(1) 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 the Fund's allocable portion
of such fees and expenses, which are estimated to be .02% of the Fund's net
assets.
Page B-2
PROPOSED EXPENSE RATIO (WITH ONE YEAR CAP)
INVESTOR SHARES CLASS R SHARES
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
Management Fee..................................................... .35% .35%
12b-1 Fees......................................................... 0.00% 0.00%
Other Expenses(1).................................................. 0.00% 0.00%
----- -----
Total Fund Operating Expenses...................................... .35% .35%
EXAMPLE:
You would pay the following expenses
on a $1,000 investment, assuming (1) a 5% annual
return and (2) redemption at the end of each
time period: INVESTOR SHARES CLASS R SHARES
1 Year $ 6 $ 4
3 Years $19 $11
5 Years $33 $20
10 Years $75 $44
---------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN,
THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
---------------------------------------------------------------------------
PROPOSED EXPENSE RATIO (WITHOUT ONE YEAR CAP)
INVESTOR SHARES CLASS R SHARES
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)
Management Fee..................................................... .45% .45%
12b-1 Fees......................................................... 0.00% 0.00%
Other Expenses(1).................................................. 0.00% 0.00%
------ ------
Total Fund Operating Expenses...................................... .45% .45%
EXAMPLE:
You would pay the following expenses
on a $1,000 investment, assuming (1) a 5% annual
return and (2) redemption at the end of each
time period: INVESTOR SHARES CLASS R SHARES
1 Year $ 6 $ 4
3 Years $19 $11
5 Years $33 $20
10 Years $75 $44
---------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN,
THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
---------------------------------------------------------------------------
(1) 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 the
Fund's allocable portion of such fees and expenses, which are estimated to be
.02% of the Fund's net assets.
Page B-3
APPENDIX C
Dreyfus serves as investment adviser to the investment companies
listed in Part I below, which have investment objectives similar to
Dreyfus/Laurel California Tax-Free Money Fund, and to the investment
companies listed in Part II below, which have investment objectives similar
to Dreyfus/Laurel New York Tax-Free Money Fund. The approximate net assets
of each investment company as of August 7, 1995 and the investment advisory
fee payable by it to Dreyfus (expressed as a percentage of average daily net a
ssets) also are listed below. Information pertaining to any applicable fee
waivers and/or expense reimbursements that currently are in effect also is
presented below.
PART I
INVESTMENT ADVISORY FEE AS A
PERCENTAGE OF AVERAGE APPROXIMATE NET ASSETS
NAME OF FUND DAILY NET ASSETS (IN MILLIONS)
Dreyfus California Tax Exempt Money Market Fund .50 $281
General California Municipal Money Market Fund .50 $480
PART II
INVESTMENT ADVISORY FEE AS A
PERCENTAGE OF AVERAGE APPROXIMATE NET ASSETS
NAME OF FUND DAILY NET ASSETS (IN MILLIONS)
Dreyfus New York Municipal Cash Management* .20 $101
Dreyfus New York Tax Exempt Money Market Fund .50 $316
General New York Municipal Money Market Fund .50 $655
---------------
* Unless Dreyfus gives the Fund's investors at least 90 days' notice to the
contrary, Dreyfus, and not the Fund, will be liable for all expenses of the
Fund (exclusive of taxes, brokerage, interest on borrowings and (with the
prior written consent of the necessary state securities commissions)
extraordinary expenses) other than the following expenses, which will be
Fund expenses: (i) the management fee payable by the Fund to Dreyfus monthly
at the annual rate of .20 of 1% of the value of the average daily net assets;
and (ii) as to Class B shares only, payments made at the annual rate of
.25 of 1% of the value of the average daily net assets of Class B, pursuant
to a Plan adopted in accordance with Rule 12b-1 under the Investment Company
Act of 1940 to which only Class B shares are subject.
Page C-1
IMPORTANT
Please Act Promptly
Sign, Date and Mail your Proxy Card(s) today.
No matter how many shares you own, your vote is important. Voting can
also help your Fund save money. To hold the meeting, a quorum must be
represented. Voting today can save your Fund the expense of another
solicitation for proxies required to achieve a quorum.
For Dreyfus Shareholders with Multiple Accounts:
For your convenience, and to reduce the Fund's mailing expenses, we have
enclosed one proxy card for each of the Dreyfus accounts in your household
that have the same taxpayer identification (i.e., social security) number,
the same zip code and the same type of account. The proxy cards for
accounts with different taxpayer identification numbers have been sent
under separate cover.
These are not duplicates; you should sign and return each proxy card in
order for your votes to be counted.
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
SPECIAL MEETING OF SHAREHOLDERS -- NOVEMBER 15, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
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 of the
Dreyfus/Laurel California Tax-Free Money 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 November 15, 1995, at 10:00 a.m.
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 COMPLETE, SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
DATE: _____________, 1995
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.
Signature(s), Title(s) if applicable
307, 707
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOX BELOW AS SHOWN, 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.
FOR AGAINST ABSTAIN
( ) ( ) ( )
To approve an investment management agreement between The Dreyfus
Corporation ("Dreyfus") and The Dreyfus/Laurel Tax-Free Municipal Funds
under which (a) the management fee payable by the Dreyfus/Laurel
California Tax-Free Money Fund to Dreyfus for Dreyfus to provide or
arrange for the provision of substantially all services to the Fund would be
increased from its current rate of 0.35 of 1% of the Fund's average daily net
assets to 0.45 of 1% of the Fund's average daily net assets; and (b) certain
other changes will be implemented.
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 or "FOR" approvals.
PLEASE SIGN AND DATE THE REVERSE SIDE OF CARD.
307, 707
THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
SPECIAL MEETING OF SHAREHOLDERS -- NOVEMBER 15, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
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 of the
Dreyfus/Laurel New York Tax-Free Money 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 November 15, 1995, at 10:30 a.m.
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 COMPLETE, SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
DATE: _______________, 1995
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.
Signature(s), Title(s) if applicable
316, 716
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOX BELOW AS SHOWN, 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.
FOR AGAINST ABSTAIN
( ) ( ) ( )
To approve an investment management agreement between The Dreyfus
Corporation ("Dreyfus") and The Dreyfus/Laurel Tax-Free Municipal Funds
under which (a) the management fee payable by the Dreyfus/Laurel New
York Tax-Free Money Fund to Dreyfus for Dreyfus to provide or arrange for
the provision of substantially all services to the Fund would be increased
from its current rate of 0.35 of 1% of the Fund's average daily net assets to
0.45 of 1% of the Fund's average daily net assets; and (b) certain other
changes will be implemented.
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 or "FOR" approvals.
PLEASE SIGN AND DATE THE REVERSE SIDE OF CARD.
316, 716