1933 Act Registration No. 333-34844
1940 Act Registration No. 811-09903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N‑1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre‑Effective Amendment No. [_]
Post‑Effective Amendment No. 34 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 36 [X]
BNY MELLON FUNDS TRUST
(Exact Name of Registrant as Specified in its Charter)
c/o The Dreyfus Corporation
200 Park Avenue,
New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (212) 922‑6000
Jeff Prusnofsky, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
Copy to:
David Stephens, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
And
Donald W. Smith, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
Explanatory Note
This Post-Effective Amendment consists of the following:
1. Facing sheet of the Registration Statement.
2. Part C to the Registration Statement (including signature page).
3. Exhibit (n) to Item 28 to the Registration Statement.
This Post-Effective Amendment is being filed solely to file the revised Rule 18f-3 Plan of BNY Mellon Funds Trust (the "Trust") as Exhibit (n) to Item 28 to this Registration Statement on Form N-1A. The Rule 18f-3 plan has been revised to reflect certain changes with respect to the eligibility requirements of Class M shares for each fund comprising the Trust.
Parts A and B were filed with Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A filed on December 29, 2010 pursuant to Rule 485(b) under the Securities Act of 1933, as amended and are incorporated by reference herein. ----
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2 |
REGISTRANT
PART C
OTHER INFORMATION
Item 28. Exhibits
(a)(1) Registrant's Amended and Restated Agreement and Declaration of Trust is incorporated by reference to Exhibit (a) of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A, filed July 7, 2000.
(a)(2) Certificate of Amendment is incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A, filed December 23, 2004.
(a)(3) Articles of Amendment are incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A, filed March 27, 2008.
(b) Registrant's Amended and Restated By-Laws are incorporated by reference to Exhibit 77Q1 of Registrant's Form N-SAR, filed April 26, 2006.
(c) Instruments defining the rights of holders of Registrant's securities are incorporated by reference to Articles III, IV, V, VI, VIII and IX of the Registrant's Amended and Restated Agreement and Declaration of Trust and Articles 9 and 11 of the Registrant's By-Laws.
(d)(1) Investment Advisory Agreement, as revised, is incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A, filed July 14, 2010.
(d)(2) Sub-Investment Advisory Agreement between BNY Mellon Fund Advisers and Walter Scott & Partners Limited is incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A, filed July 14, 2010.
(e) Distribution Agreement, as revised, is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A, filed December 29, 2010.
(f) Not Applicable.
(g) Form of Mutual Fund Master Custody Agreement and Fee Schedule is incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A, filed December 29, 2010.
(h)(1) Amended and Restated Transfer Agency Agreement is incorporated by reference to Exhibit (h)(1) of Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A, filed December 24, 2008.
(h)(2) Amended Administration Agreement, as revised, is incorporated by reference to Exhibit (h)(2) of Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A, filed July 14, 2010.
(h)(3) Shareholder Services Plan, as revised, is incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A, filed July 14, 2010.
(i) Opinion and consent of Registrant's Counsel is incorporated by reference to Exhibit (i) of Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A, filed December 29, 2010.
(j) Consent of Independent Registered Public Accounting Firm is incorporated by reference to Exhibit (j) of Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A, filed December 29, 2010.
(k) Not Applicable.
(l) Not Applicable.
(m) Distribution Plan is incorporated by reference to Exhibit (m) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed December 12, 2002.
(n) Rule 18f-3 Plan, as revised, is filed herewith.
(o) Not Applicable.
(p)(1) Code of Ethics is incorporated by reference to Exhibit (p) of Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A, filed December 24, 2008.
(p)(2) Code of Ethics of Walter Scott & Partners Limited is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A, filed July 14, 2010.
Other Exhibits
(1) Certificate of Assistant Secretary is incorporated by reference to Other Exhibits (1) of Post-Effective Amendment No. 11 to the Registration Statement on Form N-1A, filed October 27, 2005.
(2) Power of Attorney of Christopher E. Sheldon, James Windels, Patrick J. O’Connor, John R. Alchin, Ronald R. Davenport, Jack L. Diederich, Kim D. Kelly, Kevin C. Phelan, Patrick J. Purcell, Thomas F. Ryan, Jr. and Maureen M. Young is incorporated by reference to Other Exhibits (1) of Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A, filed December 24, 2009.
C-52
Item 29. Persons Controlled by or Under Common Control with Registrant
Not Applicable.
Item 30. Indemnification
(a) The Registrant shall indemnify each of its Trustees and officers (including persons who serve at the Registrant's request as directors, officers or trustees of another organization in which the Registrant has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Registrant and except that no Covered Person shall be indemnified against any liability to the Registrant or its shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Registrant in advance of the final disposition or any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Registrant if it is ultimately determined that indemnification of such expenses is not authorized under Article 10 of the Registrant's By-Laws, provided that (i) such Covered Person shall provide security for his or her undertaking, (ii) the Registrant shall be insured against losses arising by reason of such Covered Person's failure to fulfill his or her undertaking, or (iii) a majority of the Trustees who are disinterested persons and who are not Interested Persons (as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act")) (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.
(b) As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication in a decision on the merits by a court, or by any other body before which the proceeding was brought, that such Covered Person either (i) did not act in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Registrant or (ii) is liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office, indemnification shall be provided if (i) approved as in the best interest of the Registrant, after notice that it involves such indemnification, by at least a majority of the Trustees who are disinterested persons and are not Interested Persons (as that term is defined in 1940 Act) (provided that a majority of such Trustees then in office act on the matter), upon a determination, based upon a review of readily available facts (but not a full trial-type inquiry) that such Covered Person acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Registrant and is not liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office, or (ii) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (but not a full trial-type inquiry) to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Registrant and that such indemnification would not protect such Covered Person against any liability to the Registrant to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Registrant or to have been liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office
C-23
(c) The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used Article 10 of the Registrant's By-Laws, the term "Covered Person" shall include such person's heirs, executors and administrators, and a "disinterested person" is a person against whom none of the actions, suits or other proceedings in question or another action, suit, or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in Article 10 of the Registrant's By-Laws shall affect any rights to indemnification to which personnel of the Registrant, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Registrant to purchase and maintain liability insurance on behalf of such person.
(d) Notwithstanding any provisions in the Registrant's Amended and Restated Agreement and Declaration of Registrant and By-Laws pertaining to indemnification, all such provisions are limited by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:
In the event that a claim for indemnification is asserted by a Trustee, officer or controlling person of the Registrant in connection with the registered securities of the Registrant, the Registrant will not make such indemnification unless (i) the Registrant has submitted, before a court or other body, the question of whether the person to be indemnified was liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties, and has obtained a final decision on the merits that such person was not liable by reason of such conduct or (ii) in the absence of such decision, the Registrant shall have obtained a reasonable determination, based upon review of the facts, that such person was not liable by virtue of such conduct, by (a) the vote of a majority of Trustees who are neither Interested Persons as such term is defined in the 1940 Act, nor parties to the proceeding or (b) an independent legal counsel in a written opinion.
C-34
The Registrant will not advance attorneys' fees or other expenses incurred by the person to be indemnified unless (i) the Registrant shall have received an undertaking by or on behalf of such person to repay the advance unless it is ultimately determined that such person is entitled to indemnification and (ii) one of the following conditions shall have occurred: (a) such person shall provide security for his undertaking, (b) the Registrant shall be insured against losses arising by reason of any lawful advances or (c) a majority of the disinterested, non-party Trustees of the Registrant, or an independent legal counsel in a written opinion, shall have determined that based on a review of readily available facts there is reason to believe that such person ultimately will be found entitled to indemnification.
Item 31. Business and Other Connections of Investment Adviser:
BNY Mellon Fund Advisers, a division of The Dreyfus Corporation ("Dreyfus"), is investment adviser to the Registrant. Dreyfus and subsidiary companies comprise a financial service organization whose business consists primarily of providing investment management services as the investment adviser and manager for sponsored investment companies registered under the Investment Company Act of 1940 and as an investment adviser to institutional and individual accounts. Dreyfus also serves as sub-investment adviser to and/or administrator of other investment companies. MBSC Securities Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily as a registered broker-dealer and distributor of other investment companies advised and administered by Dreyfus.
C-45
Item 31. Business
and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser
|
Name and Position |
Other Businesses |
Position Held |
Dates |
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Jonathan Baum |
MBSC Securities Corporation++ |
Chief Executive Officer |
3/08 - Present |
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J. Charles Cardona |
MBSC Securities Corporation++ |
Director |
6/07 – Present |
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Universal Liquidity Funds plc+ |
Director |
4/06 - Present |
|
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Diane P. Durnin |
None |
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Robert G. Capone |
MBSC Securities Corporation++ |
Executive Vice President Director |
4/07 - Present |
|
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The Bank of New York Mellon***** |
Vice President |
2/06 - Present |
|
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Mitchell E. Harris |
Standish Mellon Asset Management Company LLC |
Chairman |
2/05 – Present |
|
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Alcentra NY, LLC++ |
Manager |
1/08 - Present |
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Alcentra US, Inc. ++ |
Director |
1/08 - Present |
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Alcentra, Inc. ++ |
Director |
1/08 - Present |
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BNY Alcentra Group Holdings, Inc. |
Director |
10/07 - Present |
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Pareto New York LLC++ |
Manager |
11/07 - Present |
|
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Standish Ventures LLC |
President |
12/05 - Present |
|
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Palomar Management |
Director |
12/97 - Present |
|
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Palomar Management Holdings Limited |
Director |
12/97 - Present |
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Pareto Investment Management Limited |
Director |
9/04 - Present |
|
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Jeffrey D. Landau |
The Bank of New York Mellon+ |
Executive Vice President |
4/07 - Present |
|
|
Allomon Corporation+ |
Treasurer |
12/07 - Present |
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APT Holdings Corporation+ |
Treasurer |
12/07 - Present |
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BNY Mellon, N.A.+ |
Treasurer |
7/07 - 0/10 |
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Mellon Funding Corporation+ |
Treasurer |
12/07 - 12/09 |
|
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Cyrus Taraporevala |
Urdang Capital Management, Inc. |
Director |
10/07 - Present |
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Urdang Securities Management, Inc. |
Director |
10/07 - Present |
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The Boston Company Asset Management NY, LLC* |
Manager |
08/06 - Present |
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The Boston Company Asset Management LLC* |
Manager |
01/08 - Present |
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BNY Mellon, National Association+ |
Senior Vice President |
07/06 - Present |
|
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The Bank of New York Mellon***** |
Senior Vice President |
07/06 - Present |
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Scott E. Wennerholm |
Mellon Capital Management Corporation*** |
Director |
10/05 - Present |
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Newton Management Limited |
Director |
1/06 - Present |
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Gannett Welsh & Kotler LLC |
Manager |
11/07 - Present |
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222 Berkley Street |
Administrator |
11/07 - Present |
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BNY Alcentra Group Holdings, Inc. ++ |
Director |
10/07 - Present |
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Ivy Asset Management Corp. |
Director |
12/07 - Present |
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Urdang Capital Management, Inc. |
Director |
10/07 - Present |
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Urdang Securities Management, Inc. |
Director |
10/07 - Present |
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EACM Advisors LLC |
Manager |
6/04 - Present |
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Franklin Portfolio Associates LLC* |
Manager |
1/06 - Present |
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The Boston Company Asset Management NY, LLC* |
Manager |
10/07 - Present |
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The Boston Company Asset Management LLC* |
Manager |
10/05 - Present |
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Pareto Investment Management Limited London, England |
Director |
3/06 - Present |
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Standish Mellon Asset Management Company, LLC |
Member, Board of Managers |
10/05 - Present |
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The Boston Company Holding, LLC* |
Member, Board of Managers |
4/06 - Present |
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The Bank of New York Mellon ***** |
Senior Vice President
|
7/08 - Present
|
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BNY Mellon, National Association + |
Senior Vice President |
7/08 - Present |
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Mellon Bank, N.A. + |
Senior Vice President |
10/05 - 6/08 |
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Mellon Trust of New England, N. A.* |
Director |
4/06 - 6/08 |
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MAM (DE) Trust+++++ |
Member of Board of Trustees |
1/07 - Present |
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MAM (MA) Holding Trust+++++ |
Member of Board of Trustees |
1/07 - Present |
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Bradley J. Skapyak |
MBSC Securities Corporation++ |
Executive Vice President
|
6/07 - Present |
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The Bank of New York Mellon**** |
Senior Vice President |
4/07 - Present |
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The Dreyfus Family of Funds++ |
President |
1/10 - Present |
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Dreyfus Transfer, Inc. ++ |
Chairman Director Senior Vice President |
5/11 - Present 5/10 -
Present |
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Dwight Jacobsen |
None |
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Patrice M. Kozlowski |
None |
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Gary Pierce |
The Bank of New York Mellon ***** |
Vice President |
7/08 - Present |
|
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BNY Mellon, National Association + |
Vice President |
7/08 - Present |
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The Dreyfus Trust Company+++ |
Chief Financial Officer Treasurer |
7/05 - 6/08 |
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Laurel Capital Advisors, LLP+ |
Chief Financial Officer |
5/07 - Present |
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MBSC Securities Corporation++ |
Director |
6/07 – Present |
|
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Founders Asset Management, LLC**** |
Assistant Treasurer |
7/06 - 12/09 |
|
|
Dreyfus Consumer Credit |
Treasurer |
7/05 - 08/10 |
|
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|
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|
Dreyfus Transfer, Inc. ++ |
Chief
Financial Officer |
7/05 -
Present |
|
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|
Dreyfus Service |
Treasurer |
7/05 – Present |
|
|
Seven Six Seven Agency, Inc. ++ |
Treasurer |
4/99 - Present |
|
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|
|
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|
Joseph W. Connolly |
The Dreyfus Family of Funds++
|
Chief Compliance Officer |
10/04 - Present |
|
|
Laurel Capital Advisors, LLP+ |
Chief Compliance Officer |
4/05 - Present |
|
|
BNY Mellon Funds Trust++
|
Chief Compliance Officer |
10/04 - Present |
|
|
MBSC Securities Corporation++ |
Chief Compliance Officer |
6/07 – Present |
|
|
|
|
|
|
Gary E. Abbs |
The Bank of New York Mellon+ |
First Vice President and Manager of Tax Compliance |
12/96 - Present |
|
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|
Dreyfus Service Organization++ |
Vice President – Tax |
01/09 - Present |
|
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|
Dreyfus Consumer Credit Corporation++ |
Chairman |
01/09 – 08/10 |
|
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|
MBSC Securities Corporation++ |
Vice President – Tax |
01/09 - Present |
|
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Jill Gill |
MBSC Securities Corporation++ |
Vice President |
6/07 – Present |
|
|
The Bank of New York Mellon ***** |
Vice President |
7/08 – Present |
|
|
|
|
|
|
|
BNY Mellon, National Association + |
Vice President |
7/08 - Present |
|
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|
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|
Mellon Bank N.A. + |
Vice President |
10/06 – 6/08 |
|
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Joanne S. Huber |
The Bank of New York Mellon+ |
State & Local Compliance Manager |
07/1/07 - Present |
|
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|
|
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|
|
Dreyfus Service Organization++ |
Vice President – Tax |
01/09 – Present |
|
|
|
|
|
|
|
Dreyfus Consumer Credit Corporation++ |
Vice President – Tax |
01/09 – 08/10 |
|
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|
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|
MBSC Securities Corporation++ |
Vice President – Tax |
01/09 – Present |
|
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Anthony Mayo |
None |
|
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|
|
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John E. Lane |
A P Colorado, Inc. + |
Vice President – Real Estate and Leases |
8/07 - Present |
|
|
A P East, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
A P Management, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
A P Properties, Inc. + |
Vice President – Real Estate and Leases |
8/07 - Present |
|
|
Allomon Corporation+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
AP Residential Realty, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
AP Wheels, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
BNY Mellon, National Association + |
Vice President – Real Estate and Leases |
7/08 - Present |
|
|
Citmelex Corporation+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Eagle Investment Systems LLC |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
East Properties Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
FSFC, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Holiday Properties, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
MBC Investments Corporation+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
MBSC Securities Corporation++ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
MELDEL Leasing Corporation Number 2, Inc. + |
Vice President– Real Estate and Leases |
7/07 - Present |
|
|
Mellon Bank Community Development Corporation+ |
Vice President– Real Estate and Leases |
11/07 - Present |
|
|
Mellon Capital Management Corporation+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Mellon Financial Services Corporation #1+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Mellon Financial Services Corporation #4+ |
Vice President – Real Estate and Leases |
7/07 - Present |
|
|
Mellon Funding Corporation+ |
Vice President– Real Estate and Leases |
12/07 - Present |
|
|
Mellon Holdings, LLC+ |
Vice President– Real Estate and Leases |
12/07 - Present |
|
|
Mellon International Leasing Company+ |
Vice President– Real Estate and Leases |
7/07 - Present |
|
|
Mellon Leasing Corporation+ |
Vice President– Real Estate and Leases |
7/07 - Present |
|
|
Mellon Securities Trust Company+ |
Vice President– Real Estate and Leases |
8/07 - 7/08 |
|
|
Mellon Trust Company of Illinois+ |
Vice President– Real Estate and Leases |
8/07 - 07/08 |
|
|
Mellon Trust Company of New England, N.A.+ |
Vice President– Real Estate and Leases |
8/07 - 6/08 |
|
|
Mellon Trust Company of New York LLC++ |
Vice President– Real Estate and Leases |
8/07 - 6/08 |
|
|
Mellon Ventures, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Melnamor Corporation+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
MFS Leasing Corp. + |
Vice President– Real Estate and Leases |
7/07 - Present |
|
|
MMIP, LLC+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Pareto New York LLC++ |
Vice President– Real Estate and Leases |
10/07 - Present |
|
|
Pontus, Inc. + |
Vice President– Real Estate and Leases |
7/07 - Present |
|
|
Promenade, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
RECR, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Technology Services Group, Inc.***** |
Senior Vice President |
6/06 - Present |
|
|
|
|
|
|
|
Tennesee Processing Center LLC***** |
Managing Director |
5/08 - Present |
|
|
|
|
|
|
|
Texas AP, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
The Bank of New York Mellon***** |
Vice President – Real Estate and Leases |
7/08 - Present |
|
|
The Bank of New York Mellon Corporation***** |
Executive Vice President |
8/07 - Present |
|
|
|
|
|
|
|
Trilem, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
Jeanne M. Login |
A P Colorado, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
A P East, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
A P Management, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
A P Properties, Inc. + |
Vice President – Real Estate and Leases |
8/07 - Present |
|
|
Allomon Corporation+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
AP Residential Realty, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
AP Wheels, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
APT Holdings Corporation+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
BNY Investment Management Services LLC++++ |
Vice President– Real Estate and Leases |
1/01 - Present |
|
|
BNY Mellon, National Association + |
Vice President – Real Estate and Leases |
7/08 - Present |
|
|
Citmelex Corporation+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Eagle Investment Systems LLC+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
East Properties Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
FSFC, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Holiday Properties, Inc. + |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
MBC Investments Corporation+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
MBSC Securities Corporation++ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
MELDEL Leasing Corporation Number 2, Inc. + |
Vice President– Real Estate and Leases |
7/07 - Present |
|
|
Mellon Bank Community Development Corporation+ |
Vice President – Real Estate and Leases |
11/07 - Present |
|
|
Mellon Capital Management Corporation+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Mellon Financial Services Corporation #1+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Mellon Financial Services Corporation #4+ |
Vice President – Real Estate and Leases |
7/07 - Present |
|
|
Mellon Funding Corporation+ |
Vice President – Real Estate and Leases |
12/07 - Present |
|
|
Mellon Holdings LLC+ |
Vice President – Real Estate and Leases |
12/07 - Present |
|
|
Mellon International Leasing Company+ |
Vice President– Real Estate and Leases |
7/07 - Present |
|
|
Mellon Leasing Corporation+ |
Vice President– Real Estate and Leases |
7/07 - Present |
|
|
Mellon Securities Trust Company+ |
Vice President – Real Estate and Leases |
8/07 - 7/08 |
|
|
Mellon Trust of New England, N.A. * |
Vice President – Real Estate and Leases |
8/07 - 6/08 |
|
|
Mellon Trust Company of Illinois+ |
Vice President– Real Estate and Leases |
8/07 - 7/08 |
|
|
MFS Leasing Corp. + |
Vice President– Real Estate and Leases |
7/07 - Present |
|
|
MMIP, LLC+ |
Vice President– Real Estate and Leases |
8/07 - Present |
|
|
Pontus, Inc. + |
Vice President– Real Estate and Leases |
7/07 - Present |
|
|
Promenade, Inc. + |
Vice President – Real Estate and Leases |
8/07 - Present |
|
|
RECR, Inc. + |
Vice President – Real Estate and Leases |
8/07 - Present |
|
|
Tennesee Processing Center LLC***** |
Managing Director |
5/08 - Present |
|
|
|
|
|
|
|
Texas AP, Inc. + |
Vice President – Real Estate and Leases |
8/07 - Present |
|
|
The Bank of New York Mellon***** |
Vice President – Real Estate and Leases |
7/08 - Present |
|
|
Trilem, Inc. + |
Vice President – Real Estate and Leases |
8/07 - Present |
|
|
|
|
|
|
James Bitetto |
The Dreyfus Family of Funds++ |
Vice President and Assistant Secretary |
8/05 - Present |
|
|
|
|
|
|
|
MBSC Securities Corporation++ |
Assistant Secretary |
6/07 - Present |
|
|
|
|
|
|
|
Dreyfus Service Organization, Inc.++ |
Secretary |
8/05 - Present |
|
|
|
|
|
|
|
The Dreyfus Consumer Credit Corporation++ |
Vice President |
2/02 - 08/10 |
|
|
|
|
|
|
|
Founders Asset Management LLC**** |
Assistant Secretary |
3/09 - 12/09 |
|
* |
The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108. |
|
** |
The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104. |
|
*** |
The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, California 94104. |
|
**** |
The address of the business so indicated is 210 University Blvd., Suite 800, Denver, Colorado 80206. |
|
***** |
The address of the business so indicated is One Wall Street, New York, New York 10286. |
|
+ |
The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258. |
|
++ |
The address of the business so indicated is 200 Park Avenue, New York, New York 10166. |
|
+++ |
The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144. |
|
++++ |
The address of the business so indicated is White Clay Center, Route 273, Newark, Delaware 19711. |
|
+++++ |
The address of the business so indicated is 4005 Kennett Pike, Greenville, DE 19804. |
|
Item 32. Principal Underwriters |
|||
|
(a) Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor: |
|||
|
1. |
Advantage Funds, Inc. |
|
|
2. |
BNY Mellon Funds Trust |
|
|
3. |
CitizensSelect Funds |
|
|
4. |
Dreyfus Appreciation Fund, Inc. |
|
|
5. |
Dreyfus BASIC Money Market Fund, Inc. |
|
|
6. |
Dreyfus BASIC U.S. Government Money Market Fund |
|
|
7. |
Dreyfus BASIC U.S. Mortgage Securities Fund |
|
|
8. |
Dreyfus Bond Funds, Inc. |
|
|
9. |
Dreyfus Cash Management |
|
|
10. |
Dreyfus Cash Management Plus, Inc. |
|
|
11. |
Dreyfus Connecticut Municipal Money Market Fund, Inc. |
|
|
12. |
Dreyfus Dynamic Alternatives Fund, Inc. |
|
|
13. |
Dreyfus Funds, Inc. |
|
|
14. |
The Dreyfus Fund Incorporated |
|
|
15. |
Dreyfus Government Cash Management Funds |
|
|
16. |
Dreyfus Growth and Income Fund, Inc. |
|
|
17. |
Dreyfus Index Funds, Inc. |
|
|
18. |
Dreyfus Institutional Cash Advantage Funds |
|
|
19. |
Dreyfus Institutional Preferred Money Market Funds |
|
|
20. |
Dreyfus Institutional Reserves Funds |
|
|
21. |
Dreyfus Intermediate Municipal Bond Fund, Inc. |
|
|
22. |
Dreyfus International Funds, Inc. |
|
|
23. |
Dreyfus Investment Funds |
|
|
24. |
Dreyfus Investment Grade Funds, Inc. |
|
|
25. |
Dreyfus Investment Portfolios |
|
|
26. |
The Dreyfus/Laurel Funds, Inc. |
|
|
27. |
The Dreyfus/Laurel Funds Trust |
|
|
28. |
The Dreyfus/Laurel Tax-Free Municipal Funds |
|
|
29. |
Dreyfus LifeTime Portfolios, Inc. |
|
|
30. |
Dreyfus Liquid Assets, Inc. |
|
|
31. |
Dreyfus Manager Funds I |
|
|
32. |
Dreyfus Manager Funds II |
|
|
33. |
Dreyfus Massachusetts Municipal Money Market Fund |
|
|
34. |
Dreyfus Midcap Index Fund, Inc. |
|
|
35. |
Dreyfus Money Market Instruments, Inc. |
|
|
36. |
Dreyfus Municipal Bond Opportunity Fund |
|
|
37. |
Dreyfus Municipal Cash Management Plus |
|
|
38. |
Dreyfus Municipal Funds, Inc. |
|
|
39. |
Dreyfus Municipal Money Market Fund, Inc. |
|
|
40. |
Dreyfus New Jersey Municipal Bond Fund, Inc. |
|
|
41. |
Dreyfus New Jersey Municipal Money Market Fund, Inc. |
|
|
42. |
Dreyfus New York AMT-Free Municipal Bond Fund |
|
|
43. |
Dreyfus New York AMT-Free Municipal Money Market Fund |
|
|
44. |
Dreyfus New York Municipal Cash Management |
|
|
45. |
Dreyfus New York Tax Exempt Bond Fund, Inc. |
|
|
46. |
Dreyfus Opportunity Funds |
|
|
47. |
Dreyfus Pennsylvania Municipal Money Market Fund |
|
|
48. |
Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc. |
|
|
49. |
Dreyfus Premier GNMA Fund, Inc. |
|
|
50. |
Dreyfus Premier Investment Funds, Inc. |
|
|
51. |
Dreyfus Premier Short-Intermediate Municipal Bond Fund |
|
|
52. |
Dreyfus Premier Worldwide Growth Fund, Inc. |
|
|
53. |
Dreyfus Research Growth Fund, Inc. |
|
|
54. |
Dreyfus State Municipal Bond Funds |
|
|
55. |
Dreyfus Stock Funds |
|
|
56. |
Dreyfus Short-Intermediate Government Fund |
|
|
57. |
The Dreyfus Socially Responsible Growth Fund, Inc. |
|
|
58. |
Dreyfus Stock Index Fund, Inc. |
|
|
59. |
Dreyfus Tax Exempt Cash Management Funds |
|
|
60. |
The Dreyfus Third Century Fund, Inc. |
|
|
61. |
Dreyfus Treasury & Agency Cash Management |
|
|
62. |
Dreyfus Treasury Prime Cash Management |
|
|
63. |
Dreyfus U.S. Treasury Intermediate Term Fund |
|
|
64. |
Dreyfus U.S. Treasury Long Term Fund |
|
|
65. |
Dreyfus 100% U.S. Treasury Money Market Fund |
|
|
66. |
Dreyfus Variable Investment Fund |
|
|
67. |
Dreyfus Worldwide Dollar Money Market Fund, Inc. |
|
|
68. |
General California Municipal Money Market Fund |
|
|
69. |
General Government Securities Money Market Funds, Inc. |
|
|
70. |
General Money Market Fund, Inc. |
|
|
71. |
General Municipal Money Market Funds, Inc. |
|
|
72. |
General New York Municipal Money Market Fund |
|
|
73. |
Strategic Funds, Inc. |
|
|
(b) |
|
|
|
Name and principal |
Positions and offices with the Distributor |
Positions and Offices with Registrant |
|
Jon R. Baum* |
Chief Executive Officer and Chairman of the Board |
None |
|
Ken Bradle** |
President and Director |
None |
|
Robert G. Capone**** |
Executive Vice President and Director |
None |
|
J. Charles Cardona* |
Executive Vice President and Director |
None |
|
Sue Ann Cormack** |
Executive Vice President |
None |
|
John M. Donaghey*** |
Executive Vice President and Director |
None |
|
Dwight D. Jacobsen* |
Executive Vice President and Director |
None |
|
Mark A. Keleher***** |
Executive Vice President |
None |
|
James D. Kohley*** |
Executive Vice President |
None |
|
Jeffrey D. Landau* |
Executive Vice President and Director |
None |
|
William H. Maresca* |
Executive Vice President and Director |
None |
|
Timothy M. McCormick* |
Executive Vice President |
None |
|
David K. Mossman*** |
Executive Vice President |
None |
|
Irene Papadoulis** |
Executive Vice President |
None |
|
Matthew Perrone** |
Executive Vice President |
None |
|
Noreen Ross* |
Executive Vice President |
None |
|
Bradley J. Skapyak* |
Executive Vice President |
None |
|
Gary Pierce* |
Chief Financial Officer and Director |
None |
|
Tracy Hopkins* |
Senior Vice President |
None |
|
Denise B. Kneeland**** |
Senior Vice President |
None |
|
Mary T. Lomasney**** |
Senior Vice President |
None |
|
Barbara A. McCann**** |
Senior Vice President |
None |
|
Kevin L. O’Shea*** |
Senior Vice President |
None |
|
Christine Carr Smith***** |
Senior Vice President |
None |
|
Ronald Jamison* |
Chief Legal Officer and Secretary |
None |
|
Joseph W. Connolly* |
Chief Compliance Officer (Investment Advisory Business) |
Chief Compliance Officer |
|
Stephen Storen* |
Chief Compliance Officer |
None |
|
Maria Georgopoulos* |
Vice President – Facilities Management |
None |
|
Stewart Rosen* |
Vice President – Facilities Management |
None |
|
Natalia Gribas* |
Vice President – Compliance and Anti-Money Laundering Officer |
Anti-Money Laundering Compliance Officer |
|
Karin L. Waldmann* |
Privacy Officer |
None |
|
Gary E. Abbs*** |
Vice President – Tax |
None |
|
Timothy I. Barrett** |
Vice President |
None |
|
Gina DiChiara* |
Vice President |
None |
|
Jill Gill* |
Vice President |
None |
|
Joanne S. Huber*** |
Vice President – Tax |
None |
|
John E. Lane****** |
Vice President – Real Estate and Leases |
None |
|
Jeanne M. Login****** |
Vice President – Real Estate and Leases |
None |
|
Donna M. Impagliazzo** |
Vice President – Compliance |
None |
|
Edward A. Markward* |
Vice President – Compliance |
None |
|
Anthony Nunez* |
Vice President – Finance |
None |
|
William Schalda* |
Vice President |
None |
|
John Shea* |
Vice President – Finance |
None |
|
Christopher A. Stallone** |
Vice President |
None |
|
Susan Verbil* |
Vice President – Finance |
None |
|
William Verity* |
Vice President – Finance |
None |
|
James Windels* |
Vice President |
Treasurer |
|
James Bitetto* |
Assistant Secretary |
Vice President and |
|
James D. Muir* |
Assistant Secretary |
None |
|
Barbara J. Parrish*** |
Assistant Secretary |
None |
|
Cristina Rice*** |
Assistant Secretary |
None |
|
* |
Principal business address is 200 Park Avenue, New York, NY 10166. |
|
** |
Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144. |
|
*** |
Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258. |
|
**** |
Principal business address is One Boston Place, Boston, MA 02108. |
|
***** |
Principal business address is 50 Fremont Street, Suite 3900, San Francisco, CA 94104. |
|
****** |
Principal business address is 101 Barclay Street, New York 10286. |
Item 33. Location of Accounts and Records
1. The Bank of New York Mellon
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
2. DST Systems, Inc.
1055 Broadway
Kansas City, MO 64105
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 34. Management Services
Not Applicable
Item 35. Undertakings
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York on the 11th day of July, 2011.
BNY MELLON FUNDS TRUST
BY: /s/ Christopher E. Sheldon *
Christopher E. Sheldon,
President
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
|
Signatures |
Title |
Date |
|
/s/Christopher E. Sheldon* Christopher E. Sheldon |
President (Principal Executive Officer) |
July 11, 2011 |
|
/s/James Windels* James Windels |
Treasurer (Principal Financial and Accounting Officer) |
July 11, 2011 |
|
/s/John R. Alchin* John R. Alchin |
Trustee |
July 11, 2011 |
|
/s/Ronald R. Davenport * Ronald R. Davenport |
Trustee |
July 11, 2011 |
|
/s/ Jack L. Diederich * John L. Diederich |
Trustee |
July 11, 2011 |
|
/s/ Kim D. Kelly * Kim D. Kelly |
Trustee |
July 11, 2011 |
|
/s/Patrick J. O’Connor* Patrick J. O’Connor |
Trustee |
July 11, 2011 |
|
/s/Kevin C. Phelan* Kevin C. Phelan |
Trustee |
July 11, 2011 |
|
/s/Patrick J. Purcell* Patrick J. Purcell |
Trustee |
July 11, 2011 |
|
/s/Thomas F. Ryan, Jr.* Thomas F. Ryan, Jr. |
Trustee |
July 11, 2011 |
|
/s/Maureen M. Young * Maureen M. Young |
Trustee |
July 11, 2011 |
*By: /s/ Joseph M. Chioffi
Joseph M. Chioffi
Attorney-in-Fact
BNY MELLON FUNDS TRUST
Amended and Restated Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"), requires that the Board of an investment company desiring to offer multiple classes of shares pursuant to said Rule adopt a plan setting forth the differences among the classes with respect to shareholder services, distribution arrangements, expense allocations and any related conversion features or exchange privileges.
The Board of Trustees, including a majority of the non-interested Trustees, of BNY Mellon Funds Trust (the "Trust"), with respect to each of the series thereof listed on Schedule A attached hereto, as the same may be revised from time to time (individually, the "Fund" and collectively, the "Funds"), which desires to offer multiple classes, has determined that the following plan is in the best interests of each class individually and each Fund as a whole:
2
3
4
5
Adopted: March 5, 2002
Amended as of: June 8, 2010
Revised as of: July 15, 2011
6
SCHEDULE A
Each Fund listed below offers Class M shares and Investor shares. Funds marked with an asterisk (*) also offer Dreyfus Premier shares, and Funds marked with a (†) offer Class M shares to unaffiliated investment companies approved by BNY Mellon Wealth Management.
BNY MELLON LARGE CAP STOCK FUND†
BNY MELLON INCOME STOCK FUND†
BNY MELLON MID CAP STOCK FUND*†
BNY MELLON SMALL CAP STOCK FUND†
BNY MELLON U.S. CORE EQUITY 130/30 FUND†
BNY MELLON INTERNATIONAL FUND†
BNY MELLON EMERGING MARKETS FUND†
BNY MELLON BOND FUND†
BNY MELLON INTERMEDIATE BOND FUND†
BNY MELLON SHORT-TERM U.S. GOVERNMENT SECURITIES FUND†
BNY MELLON NATIONAL INTERMEDIATE MUNICIPAL BOND FUND*†
BNY MELLON NATIONAL SHORT-TERM MUNICIPAL BOND FUND†
BNY MELLON MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND*†
BNY MELLON PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND†
BNY MELLON BALANCED FUND
BNY MELLON MONEY MARKET FUND
BNY MELLON NATIONAL MUNICIPAL MONEY MARKET FUND
BNY Mellon Intermediate U.S. Government
Fund†
BNY Mellon International Appreciation Fund†
BNY Mellon New York Intermediate Tax-Exempt Bond Fund†
BNY Mellon Municipal Opportunities Fund†
BNY Mellon Focused Equity Opportunities Fund†
BNY Mellon Small/Mid Cap Fund†
BNY Mellon Large Cap Market Opportunities Fund
BNY Mellon Tax-Sensitive Large Cap Multi-Strategy Fund
Revised as of: July 15, 2011
A-1
SCHEDULE B
Contingent Deferred Sales Charge—Dreyfus Premier shares – A CDSC payable to a Fund's Distributor shall be imposed on any redemption of Dreyfus Premier shares which reduces the current net asset value of such Dreyfus Premier shares to an amount which is lower than the dollar amount of all payments by the redeeming shareholder for the purchase of Dreyfus Premier shares of the Fund held by such shareholder at the time of redemption. No CDSC shall be imposed to the extent that the net asset value of the Dreyfus Premier shares redeemed does not exceed (i) the current net asset value of Dreyfus Premier shares acquired by the redeeming shareholder through reinvestment of dividends or capital gain distributions, plus (ii) increases in the net asset value of the redeeming shareholder's Dreyfus Premier shares above the dollar amount of all payments for the purchase of Dreyfus Premier shares of the Fund held by such shareholder at the time of redemption.
If the aggregate value of the Dreyfus Premier shares redeemed by a shareholder has declined below their original cost to that shareholder as a result of the Fund's performance, a CDSC may be applied to the then-current net asset value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount of the charge shall depend on the number of years from the time the shareholder purchased the Dreyfus Premier shares until the time of redemption of such shares. Solely for purposes of determining the number of years from the time of any payment for the purchase of Dreyfus Premier shares, all payments during a month shall be aggregated and deemed to have been made on the first day of the month.
The following table sets forth the rates of the CDSC for BNY Mellon Massachusetts Intermediate Municipal Bond Fund and BNY Mellon National Intermediate Municipal Bond Fund:
|
Year Since
Purchase |
CDSC as a % of
Amount |
|
|
|
|
First |
3.00 |
|
|
|
|
Second |
3.00 |
|
|
|
|
Third |
2.00 |
|
|
|
|
Fourth |
2.00 |
|
|
|
|
Fifth |
1.00 |
|
|
|
|
Sixth |
0.00 |
|
|
|
B-1
The following table sets forth the rates of the CDSC for BNY Mellon Mid Cap Stock Fund:
|
Year Since Purchase |
CDSC as a % of Amount |
|
|
|
|
First |
4.00 |
|
|
|
|
Second |
4.00 |
|
|
|
|
Third |
3.00 |
|
|
|
|
Fourth |
3.00 |
|
|
|
|
Fifth |
2.00 |
|
|
|
|
Sixth |
1.00 |
|
|
|
In determining whether a CDSC is applicable to a redemption, the calculation shall be made in a manner that results in the lowest possible rate. Therefore, it shall be assumed that the redemption is made first of amounts representing shares acquired pursuant to the reinvestment of dividends and distributions; then of amounts representing the increase in net asset value of Dreyfus Premier shares above the total amount of payments for the purchase of Dreyfus Premier shares made during the preceding six years; then of amounts representing the cost of Dreyfus Premier shares purchased six years prior to the redemption; and finally, of amounts representing the cost of Dreyfus Premier shares held for the longest period of time within the applicable six-year period.
For the purposes of computing a CDSC, any Dreyfus Premier shares of a Fund issued to a shareholder pursuant to a reorganization will be deemed to have been purchased by such shareholder at the time of purchase of the Class B shares of the fund that is reorganized into the Fund and payments for the purchase of Dreyfus Premier shares will be deemed to include purchase payments made by such shareholder for the Class B shares of that fund. To the extent a portion of the Class B shares of that fund held by such shareholder were acquired through the reinvestment of dividends or capital gain distributions, the same proportion of Dreyfus Premier shares issued to such shareholder pursuant to the reorganization will be deemed to have been acquired through the reinvestment of dividends or capital gain distributions.
Waiver of CDSC – The CDSC shall be waived in connection with (a) redemptions made within one year after the death or disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the "Code"), of the shareholder, (b) redemptions by employees participating in qualified or non-qualified employee benefit plans, including pension, profit-sharing and other deferred compensation plans, whether established by corporations, partnerships, non-profit entities or state and local governments ("Retirement Plans"), or other programs; provided, however, the term "Retirement Plans" does not include IRAs, IRA
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"Rollover Accounts" or IRAs set up under a Simplified Employee Pension Plan, (c) redemptions as a result of a combination of any investment company with the Fund by merger, acquisition of assets or otherwise, (d) a distribution following retirement under a tax-deferred retirement plan or upon attaining age 70-1/2 in the case of an IRA or Keogh plan or custodial account pursuant to Section 403(b) of the Code and (e) redemptions pursuant to the Automatic Withdrawal Plan, as described in the Fund's then-current Prospectus. Any Fund shares subject to a CDSC that were purchased prior to the termination of such waiver shall have the CDSC waived as provided in the Fund's then-current Prospectus at the time of the purchase of such shares.
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SCHEDULE C
Distribution Plan Fees – Dreyfus Premier shares
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Fund |
Annual Rate |
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BNY Mellon Mid Cap Stock Fund |
0.75% of average daily net assets |
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BNY Mellon Massachusetts Intermediate Municipal Bond Fund |
0.50% of average daily net assets |
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BNY Mellon
National Intermediate Municipal |
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SCHEDULE D
Conversion of Dreyfus Premier shares — Approximately six years after the date of purchase, Dreyfus Premier shares shall automatically convert to Investor shares, based on the relative net asset values for shares of each such Class, and shall no longer be subject to the Distribution Plan. For any Dreyfus Premier shares of a Fund issued pursuant to a reorganization, the date of purchase of such shares by a shareholder shall be deemed to be the date of purchase by such shareholder of the shares of the fund that is reorganized into the Fund. At the time of any conversion, Dreyfus Premier shares that have been acquired through the reinvestment of dividends and distributions ("Dividend Shares") shall be converted in the proportion that a shareholder's Dreyfus Premier shares (other than Dividend Shares) converting to Investor shares bears to the total Dreyfus Premier shares then held by the shareholder which were not acquired through the reinvestment of dividends and distributions.
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