File No. 2-83357
811-3721
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. 20 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 20 [ X ]
(Check appropriate box or boxes.)
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
(Exact Name of Registrant as Specified in 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
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
X on September 3, 1996 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended May 31, 1996 was filed on July 25, 1996.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 3
4 General Description of Registrant 4
5 Management of the Fund 7
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 18
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 13
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-27
13 Investment Objectives and Policies B-2
14 Management of the Fund B-11
15 Control Persons and Principal B-15
Holders of Securities
16 Investment Advisory and Other B-15
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-25
18 Capital Stock and Other Securities B-27
19 Purchase, Redemption and Pricing B-17, B-19
of Securities Being Offered B-23
20 Tax Status *
21 Underwriters B-17
22 Calculations of Performance Data B-26
23 Financial Statements B-37
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-11
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS SEPTEMBER 3, 1996
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
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DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC. (THE "FUND") IS AN
OPEN-END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MUNICIPAL
BOND FUND. THE FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE YOU WITH THE MAXIMUM
AMOUNT OF CURRENT INCOME EXEMPT FROM FEDERAL INCOME TAX AS IS CONSISTENT WITH
THE PRESERVATION OF CAPITAL. THE DOLLAR-WEIGHTED AVERAGE MATURITY OF THE
FUND'S PORTFOLIO RANGES BETWEEN THREE AND TEN YEARS.
YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY.
THE FUND PROVIDES FREE REDEMPTION CHECKS, WHICH YOU CAN USE IN
AMOUNTS OF $500 OR MORE FOR CASH OR TO PAY BILLS. YOU CONTINUE TO EARN INCOME
ON THE AMOUNT OF THE CHECK UNTIL IT CLEARS. YOU CAN PURCHASE OR REDEEM SHARES
BY TELEPHONE USING DREYFUS TELETRANSFER.
THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S PORTFOLIO.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED SEPTEMBER 3, 1996,
WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF
CERTAIN AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST
TO SOME INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND
EXCHANGE COMMISSION MAINTAINS A WEB SITE (HTTP://WWW.SEC.GOV) THAT CONTAINS
THE STATEMENT OF ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE,
AND OTHER INFORMATION REGARDING THE FUND. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO THE FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK
FOR OPERATOR 144.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO
TIME.
TABLE OF CONTENTS
PAGE
ANNUAL FUND OPERATING EXPENSES...................... 3
CONDENSED FINANCIAL INFORMATION..................... 3
DESCRIPTION OF THE FUND............................. 4
MANAGEMENT OF THE FUND.............................. 7
HOW TO BUY SHARES................................... 8
SHAREHOLDER SERVICES................................ 10
HOW TO REDEEM SHARES................................ 13
SHAREHOLDER SERVICES PLAN........................... 15
DIVIDENDS, DISTRIBUTIONS AND TAXES.................. 15
PERFORMANCE INFORMATION............................. 17
GENERAL INFORMATION................................. 18
APPENDIX .......................................... . 19
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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[This Page Intentionally Left Blank]
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C>
Management Fees .......................................................................... .59%
Other Expenses............................................................................ .12%
Total Fund Operating Expenses ............................................................ .71%
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
You would pay the following expenses
on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at
the end of each time period: $7 $23 $40 $88
</TABLE>
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, THE FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
The purpose of the foregoing table is to assist you in understanding
the costs and expenses borne by the Fund, the payment of which will reduce
investors' annual return. The expenses noted above, without reduction
pursuant to a settlement of litigation, would be: Management Fees_.60% and
Total Fund Operating Expenses_.72%. You can purchase Fund shares without
charge directly from the Fund's distributor; you may be charged a nominal fee
if you effect transactions in Fund shares through a securities dealer, bank
or other financial institution. See "Management of the Fund" and "Shareholder
Services Plan."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes are included in the Statement of Additional Information, available upon
request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED MAY 31,
-------------------------------------------------------------------------------------------------------
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
------ ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year $13.47 $13.46 $13.36 $13.48 $13.39 $13.67 $13.96 $14.31 $13.84 $14.02
------ ----- ----- ----- ----- ----- ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income-net... .99 .97 .97 .94 .92 .89 .81 .76 .75 .72
Net realized and
unrealized gain
(loss) on investments......(.01) (.10) .12 (.09) .28 .36 .66 (.31) .24 (.24)
------ ----- ----- ----- ----- ----- ----- ----- ----- -----
TOTAL FROM INVESTMENT
OPERATIONS .98 .87 1.09 .85 1.20 1.25 1.47 .45 .99 .48
------ ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS:
Dividends from investment
income-net (.99) (.97) (.97) (.94) (.92) (.88) (.81) (.76) (.75) (.72)
Dividends from net
realized gain on
investment -- -- -- -- -- (.08) (.31) (.16) (.06) (.03)
------ ----- ----- ----- ----- ----- ----- ----- ----- -----
TOTAL DISTRIBUTIONS..... (.99) (.97) (.97) (.94) (.92) (.96) (1.12) (.92) (.81) (.75)
------ ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of year. $13.46 $13.36 $13.48 $13.39 $13.67 $13.96 $14.31 $13.84 $14.02 $13.75
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL INVESTMENT RETURN. 7.32% 6.72% 8.48% 6.53% 9.30% 9.45% 10.88% 3.13% 7.54% 3.44%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets .71% .73% .71% .71% .69% .70% .71% .70% .73% .71%
Ratio of net investment
income to average net
assets.... 7.78% 7.94% 7.98% 7.72% 7.53% 7.17% 5.68% 5.22% 5.52% 5.14%
Portfolio Turnover
Rate...... 50.12% 48.98% 33.58% 39.93% 31.07% 48.03% 60.14% 36.27% 42.18% 48.70%
Net Assets, end of year
(000's omitted) $1,090,196 $1,015,084 $1,056,046 $1,113,691 $1,236,870 $1,443,687 $1,703,674 $1,724,126 $1,569,511 $1,467,340
</TABLE>
Page 3
Further information about the Fund's performance is contained in the
Fund's annual report, which may be obtained without charge by writing to the
address or calling the number set forth on the cover page of this Prospectus.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's investment objective is to provide you with the maximum
amount of current income exempt from Federal income tax as is consistent with
the preservation of capital. To accomplish its investment objective, the Fund
invests primarily in Municipal Obligations (described below) rated A or
better by Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Ratings Group, a division of The McGraw-Hill Companies, Inc. ("S&P"), or
Fitch Investors Service, L.P. ("Fitch"). The dollar-weighted average maturity
of the Fund's portfolio ranges between three and ten years. The Fund's
investment objective cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940, as amended (the
"1940 Act")) of the Fund's outstanding voting shares. There can be no
assurance that the Fund's investment objective will be achieved.
MUNICIPAL OBLIGATIONS
Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, or
multistate agencies or authorities, the interest from which, in the opinion
of bond counsel to the issuer, is exempt from Federal income tax. Municipal
Obligations generally include debt obligations issued to obtain funds for
various public purposes as well as certain industrial development bonds issued
by or on behalf of public authorities. Municipal Obligations are classified
as general obligation bonds, revenue bonds and notes. General obligation
bonds are secured by the issuer's pledge of its faith, credit and taxing
power for the payment of principal and interest. Revenue bonds are payable
from the revenue derived from a particular facility or class of facilities
or, in some cases, from the proceeds of a special excise or other specific
revenue source, but not from the general taxing power. Tax exempt industrial
development bonds, in most cases, are revenue bonds that generally do not
carry the pledge of the credit of the issuing municipality, but generally are
guaranteed by the corporate entity on whose behalf they are issued. Notes are
short-term instruments which are obligations of the issuing municipalities or
agencies and are sold in anticipation of a bond sale, collection of taxes or
receipt of other revenues. Municipal Obligations include municipal
lease/purchase agreements which are similar to installment purchase contracts
for property or equipment issued by municipalities. Municipal Obligations
bear fixed, floating or variable rates of interest, which are determined in
some instances by formulas under which the Municipal Obligation's interest
rate will change directly or inversely to changes in interest rates or an
index, or multiples thereof, in many cases subject to a maximum and minimum.
Certain Municipal Obligations are subject to redemption at a date earlier
than their stated maturity pursuant to call options, which may be separated
from the related Municipal Obligation and purchased and sold separately.
MANAGEMENT POLICIES
It is a fundamental policy of the Fund that it will invest at least
80% of the value of its net assets (except when maintaining a temporary
defensive position) in Municipal Obligations. At least 65% of the value of
the Fund's net assets (except when maintaining a temporary defensive
position) will be invested in bonds, debentures and other debt instruments.
At least 80% of the value of the Fund's net assets must consist of
Municipal Obligations which, in the case of bonds, are rated no lower than A
by Moody's, S&P or Fitch. The Fund may invest up to 20%
Page 4
of the value of its net assets in Municipal Obligations which, in the case of
bonds, are rated lower than A by Moody's, S&P and Fitch and as low as the
lowest rating assigned by Moody's, S&P or Fitch, but it currently is the
intention of the Fund that this portion of the Fund's portfolio be invested
primarily in Municipal Obligations which, in the case of bonds, are rated no
lower than Baa by Moody's or BBB by S&P or Fitch. The Fund may invest in
short-term Municipal Obligations which are rated in the two highest rating
categories by Moody's, S&P or Fitch. See "Appendix" in the Statement of
Additional Information. Municipal Obligations rated BBB by S&P or Fitch or
Baa by Moody's are considered investment grade obligations; those rated BBB by
S&P and Fitch are regarded as having an adequate capacity to pay principal and
interest, while those rated Baa by Moody's are considered medium grade
obligations which lack outstanding investment characteristics and have
speculative characteristics. Investments rated Ba or lower by Moody's and BB
or lower by S&P and Fitch ordinarily provide higher yields but involve
greater risk because of their speculative characteristics. The Fund may
invest in Municipal Obligations rated C by Moody's or D by S&P or Fitch, which
is the lowest rating assigned by such rating organizations and indicates
that the Municipal Obligation is in default and interest and/or repayment of
principal is in arrears. See "Investment Considerations and Risks_Lower Rated
Bonds" below for a further discussion of certain risks. The Fund also may
invest in securities which, while not rated, are determined by The Dreyfus
Corporation to be of comparable quality to the rated securities in which the
Fund may invest; for purposes of the 80% requirement described in this
paragraph, such unrated securities shall be deemed to have the rating so
determined. The Fund also may invest in Taxable Investments of the quality
described under "Appendix--Certain Portfolio Securities--Taxable
Investments."
From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the nongovernmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), issued after August 7, 1986, while exempt from Federal income
tax, is a preference item for the purpose of the alternative minimum tax.
Where a regulated investment company receives such interest, a proportionate
share of any exempt-interest dividend paid by the investment company may be
treated as such a preference item to shareholders. The Fund may invest
without limitation in such Municipal Obligations if The Dreyfus Corporation
determines that their purchase is consistent with the Fund's investment
objective.
The Fund's annual portfolio turnover rate is not expected to exceed
100%. The Fund may engage in various investment techniques, such as options
and futures transactions and lending portfolio securities. Use of certain of
these techniques may give rise to taxable income. For a discussion of the
investment techniques and their related risks, see "Investment Considerations
and Risks," "Appendix -- Investment Techniques" and "Dividends, Distributions
and Taxes" below and "Investment Objective and Management Policies --
Management Policies" in the Statement of Additional Information.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL -- Even though interest-bearing securities are investments which
promise a stable stream of income, the prices of such securities are
inversely affected by changes in interest rates and, therefore, are subject
to the risk of market price fluctuations. Certain securities that may be
purchased by the Fund, such as those with interest rates that fluctuate
directly or indirectly based on multiples of a stated index, are designed to
be highly sensitive to changes in interest rates and can subject the holders
thereof to extreme reductions of yield and possibly loss of principal. The
values of fixed-income securities also may be affected by changes in the
credit rating or financial condition of the issuing entities. Once the rating
of a portfolio security has been changed, the Fund will consider all
circumstances deemed relevant in determining
Page 5
whether to continue to hold the security. The Fund's net asset value generally
will not be stable and should fluctuate based upon changes in the value of the
Fund's portfolio securities. Securities in which the Fund invests may earn a
higher level of current income than certain shorter-term or higher quality
securities which generally have greater liquidity, less market risk and less
fluctuation in market value.
INVESTING IN MUNICIPAL OBLIGATIONS -- The Fund may invest more than 25% of
the value of its total assets in Municipal Obligations which are related in
such a way that an economic, business or political development or change
affecting one such security also would affect the other securities; for
example, securities the interest upon which is paid from revenues of similar
types of projects, or securities whose issuers are located in the same state.
As a result, the Fund may be subject to greater risk as compared to a fund
that does not follow this practice.
Certain municipal lease/purchase obligations in which the Fund may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years unless
money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for the
leased property.
Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase
the cost of the Municipal Obligations available for purchase by the Fund and
thus reduce available yield. Shareholders should consult their tax advisers
concerning the effect of these provisions on an investment in the Fund.
Proposals that may restrict or eliminate the income tax exemption for
interest on Municipal Obligations may be introduced in the future. If any
such proposal were enacted that would reduce the availability of Municipal
Obligations for investment by the Fund so as to adversely affect Fund
shareholders, the Fund would reevaluate its investment objective and policies
and submit possible changes in the Fund's structure to shareholders for their
consideration. If legislation were enacted that would treat a type of
Municipal Obligation as taxable, the Fund would treat such security as a
permissible Taxable Investment within the applicable limits set forth herein.
ZERO COUPON SECURITIES -- Federal income tax law requires the holder of a
zero coupon security or of certain pay-in-kind bonds to accrue income with
respect to these securities prior to the receipt of cash payments. To
maintain its qualification as a regulated investment company and avoid
liability for Federal income taxes, the Fund may be required to distribute
such income accrued with respect to these securities and may have to dispose
of portfolio securities under disadvantageous circumstances in order to
generate cash to satisfy these distribution requirements.
LOWER RATED BONDS _ The Fund may invest up to 20% of the value of its net
assets in higher yielding (and, therefore, higher risk) debt securities such
as those rated Ba by Moody's or BB by S&P or Fitch or as low as the lowest
rating assigned by Moody's, S&P or Fitch (commonly known as junk bonds). They
may be subject to certain risks with respect to the issuing entity and to
greater market fluctuations than certain lower yielding, higher rated
fixed-income securities. The retail secondary market for these bonds may be
less liquid than that of higher rated bonds; adverse market conditions could
make it difficult at times for the Fund to sell certain securities or could
result in lower prices than those used in calculating the Fund's net asset
value. See "Appendix _ Certain Portfolio Securities _ Ratings."
USE OF DERIVATIVES -- The Fund may invest in derivatives ("Derivatives").
These are financial instruments which derive their performance, at least in
part, from the performance of an underlying asset, index or interest rate.
The Derivatives the Fund may use include options and futures. While
Derivatives
Page 6
can be used effectively in furtherance of the Fund's investment objective,
under certain market conditions, they can increase the volatility of the
Fund's net asset value, can decrease the liquidity of the Fund's portfolio
and make more difficult the accurate pricing of the Fund's portfolio. See
"Appendix -- Investment Techniques -- Use of Derivatives" below, and "
Investment Objective and Management Policies -- Management Policies --
Derivatives"in the Statement of Additional Information.
SIMULTANEOUS INVESTMENTS -- Investment decisions for the Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as the Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
MANAGEMENT OF THE FUND
INVESTMENT ADVISER -- The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of July 31, 1996, The Dreyfus Corporation managed
or administered approximately $79 billion in assets for more than 1.7 million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the authority of the Fund's Board in accordance with Maryland law.
The Fund's primary portfolio manager is Monica S. Wieboldt. She has held that
position since September 1987, and has been employed by The Dreyfus
Corporation since November 1983. The Fund's other portfolio managers are
identified in the Statement of Additional Information. The Dreyfus
Corporation also provides research services for the Fund and for other funds
advised by The Dreyfus Corporation through a professional staff of portfolio
managers and securities analysts.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal 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, N.A., 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, including The Dreyfus Corporation, Mellon managed more than
$220 billion in assets as of June 30, 1996, including approximately $83
billion in mutual fund assets. As of June 30, 1996, Mellon, through various
subsidiaries, provided non-investment services, such as custodial or
administration services, for more than $876 billion in assets, including
approximately $57 billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of .60 of 1% of
the value of the Fund's average daily net assets. For the fiscal year ended
May 31, 1996, the Fund paid The Dreyfus Corporation a monthly management fee
at the effective annual rate of .59 of 1% of the value of the Fund's average
daily net assets pursuant to a settlement of litigation. From time to time,
The Dreyfus Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of the Fund, which would have the effect of lowering
the expense ratio of the Fund and increasing yield to investors. The Fund
will not pay The Dreyfus Corporation at a later time for any amounts it may
waive, nor will the Fund reimburse The Dreyfus Corporation for any amounts it
may assume.
Page 7
Pursuant to such settlement of litigation effective October 14, 1988,
The Dreyfus Corporation agreed, among other things, to make payments to the
Fund to reduce its management fee for a period of ten years from the
effective date of the settlement, in an amount ranging from $90,000 per year,
if the Fund's average daily net assets are in excess of $1 billion, to $1
million per year if the Fund's average daily net assets are in excess of $10
billion.
In allocating brokerage transactions for the Fund, The Dreyfus
Corporation seeks to obtain the best execution of orders at the most
favorable net price. Subject to this determination, The Dreyfus Corporation
may consider, among other things, the receipt of research services and/or the
sale of shares of the Fund or other funds managed, advised or administered by
The Dreyfus Corporation as factors in the selection of broker-dealers to
execute portfolio transactions for the Fund. See "Portfolio Transactions" in
the Statement of Additional Information.
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits, but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay securities
dealers, banks or other financial institutions in respect of these services.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may be charged a
nominal fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. Stock certificates are issued
only upon your written request. No certificates are issued for fractional
shares. It is not recommended that the Fund be used as a vehicle for Keogh,
IRA or other qualified plans. The Fund reserves the right to reject any
purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a
client of a securities dealer, bank or other financial institution which has
made an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial investment must be
accompanied by the Fund's Account Application. For full-time or part-time
employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members of a fund ad
vised by The Dreyfus Corporation, including members of the Fund's Board, or
the spouse or minor child of any of the foregoing, the minimum initial
investment is $1,000. For full-time or part-time employees of The Dreyfus
Corporation or any of its affiliates or subsidiaries who elect to have a
portion of their pay directly deposited into their Fund account, the minimum
initial investment is $50. The Fund reserves the right to vary further the
initial and subsequent investment minimum requirements at any time. Fund
shares also are offered without regard to the minimum initial investment
requirements through Dreyfus-AUTOMATIC Asset BuilderRegistration Mark,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan
pursuant to the Dreyfus Step Program described under "Shareholder Services."
These services enable you to make regularly scheduled investments and may
provide you with a convenient way to invest for long-term financial goals.
You should be aware, however, that periodic investment plans do not guarantee
a profit and will not protect an investor against loss in a declining market.
Page 8
You may purchase Fund shares by check or wire, or through the Dreyfus
TELETRANSFER Privilege described below. Checks should be made payable to "The
Dreyfus Family of Funds." Payments to open new accounts which are mailed
should be sent to The Dreyfus Family of Funds, P.O. Box 9387, Providence,
Rhode Island 02940-9387, together with your Account Application. For
subsequent investments, your Fund account number should appear on the check
and an investment slip should be enclosed and sent to The Dreyfus Family of
Funds, P.O. Box 105, Newark, New Jersey 07101-0105. Neither initial nor
subsequent investments should be made by third party check. Purchase orders
may be delivered in person only to a Dreyfus Financial Center. THESE ORDERS
WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY.
For the location of the nearest Dreyfus Financial Center, please call one of
the telephone numbers listed under "General Information."
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, DDA#8900052392/Dreyfus
Intermediate Municipal Bond Fund, Inc., for purchase of Fund shares in your
name. The wire must include your Fund account number (for new accounts, your
Taxpayer Identification Number ("TIN") should be included instead), account
registration and dealer number, if applicable. If your initial purchase of
Fund shares is by wire, please call 1-800-645-6561 after completing your wire
payment to obtain your Fund account number. Please include your Fund account
number on the Account Application and promptly mail the Account Application
to the Fund, as no redemptions will be permitted until the Account
Application is received. You may obtain further information about remitting
funds in this manner from your bank. All payments should be made in U.S.
dollars and, to avoid fees and delays, should be drawn only on U.S. banks. A
charge will be imposed if any check used for investment in your account does
not clear. The Fund makes available to certain large institutions the ability
to issue purchase instructions through compatible computer facilities.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account registration and
your Fund account number PRECEDED BY THE DIGITS "1111."
Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form is received by the
Transfer Agent. Net asset value per share is determined as of the close of
trading on the floor of the New York Stock Exchange (currently 4:00 p.m., New
York time), on each day the New York Stock Exchange is open for business. For
purposes of determining net asset value per share, options and futures
contracts will be valued 15 minutes after the close of trading on the floor
of the New York Stock Exchange. Net asset value per share is computed by
dividing the value of the Fund's net assets (i.e., the value of its assets
less liabilities) by the total number of shares outstanding. The Fund's
investments are valued by an independent pricing service approved by the
Fund's Board and are valued at fair value as determined by the pricing
service. The pricing service's procedures are reviewed under the general
supervision of the Fund's Board. For further information regarding the
methods employed in valuing the Fund's investments, see "Determination of Net
Asset Value" in the Statement of Additional Information.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the Account Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
Page 9
DREYFUS TELETRANSFER PRIVILEGE _ You may purchase shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Account Application or have
filed a Shareholder Services Form with the Transfer Agent. The proceeds will
be transferred between the bank account designated in one of these documents
and your Fund account. Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be so designated.
The Fund may modify or terminate this Privilege at any time or charge a
service fee upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase of shares by calling 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES
FUND EXCHANGES -- You may purchase, in exchange for shares of the Fund,
shares of certain other funds managed or administered by The Dreyfus
Corporation, to the extent such shares are offered for sale in your state of
residence. These funds have different investment objectives which may be of
interest to you. If you desire to use this service, please call
1-800-645-6561 to determine if it is available and whether any conditions are
imposed on its use.
To request an exchange, you must give exchange instructions to the
Transfer Agent in writing or by telephone. Before any exchange, you must
obtain and should review a copy of the current prospectus of the fund into
which the exchange is being made. Prospectuses may be obtained by calling
1-800-645-6561. Except in the case of personal retirement plans, the shares
being exchanged must have a current value of at least $500; furthermore, when
establishing a new account by exchange, the shares being exchanged must have
a value of at least the minimum initial investment required for the fund into
which the exchange is being made. The ability to issue exchange instructions
by telephone is given to all Fund shareholders automatically, unless you
check the applicable "No" box on the Account Application, indicating that you
specifically refuse this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed by all
shareholders on the Account, by a separate signed Shareholder Services Form,
available by calling 1-800-645-6561, or, by oral request from any of the
authorized signatories on the account, by calling 1-800-645-6561. If you have
established the Telephone Exchange Privilege, you may telephone exchange
instructions by calling 1-800-645-6561 or, if you are calling from overseas,
call 516-794-5452. See "How to Redeem Shares_Procedures." Upon an exchange
into a new account, the following shareholder services and privileges, as
applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege, Check
Redemption Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege, Dreyfus TELETRANSFER Privilege, and the dividend/capital gain
distribution option (except for Dreyfus Dividend Sweep) selected by the
investor.
Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the fund you are
exchanging were: (a) purchased with a sales load, (b) acquired by a previous
exchange from shares purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of the exchange you must notify
the Transfer Agent. Any such qualification is subject to confirmation of your
holdings through a check of appropriate records. See "Shareholder Services"
in the Statement of Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the Fund
reserves the right, upon not less than 60 days' written notice, to charge
shareholders a nominal fee in accor-
Page 10
dance with rules promulgated by the Securities and Exchange Commission. The
Fund reserves the right to reject any exchange request in whole or in part.
The availability of Fund Exchanges may be modified or terminated at any time
upon notice to shareholders. See "Dividends, Distributions and Taxes."
DREYFUS AUTO-EXCHANGE PRIVILEGE _ Dreyfus Auto-Exchange Privilege enables you
to invest regularly (on a semi-monthly, monthly, quarterly or annual basis),
in exchange for shares of the Fund, in shares of other funds in the Dreyfus
Family of Funds of which you are a shareholder. The amount you designate,
which can be expressed either in terms of a specific dollar or share amount
($100 minimum), will be exchanged automatically on the first and/or fifteenth
of the month according to the schedule you have selected. Shares will be
exchanged at the then-current net asset value; however, a sales load may be
charged with respect to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional Information. The right
to exercise this Privilege may be modified or cancelled by the Fund or the
Transfer Agent. You may modify or cancel your exercise of this Privilege at
any time by mailing written notification to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-9671. The Fund may charge a service
fee for the use of this Privilege. No such fee currently is contemplated. For
more information concerning this Privilege and the funds in the Dreyfus
Family of Funds eligible to participate in this Privilege, or to obtain a
Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-645-6561. See "Dividends, Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDERRegistration Mark _ Dreyfus-Automatic Asset
Builder permits you to purchase Fund shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you. Fund shares
are purchased by transferring funds from the bank account designated by you.
At your option, the bank account designated by you will be debited in the
specified amount, and Fund shares will be purchased, once a month, on either
the first or fifteenth day, or twice a month, on both days. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. To establish a Dreyfus-Automatic Asset
Builder account, you must file an authorization form with the Transfer Agent.
You may obtain the necessary authorization form by calling 1-800-645-6561.
You may cancel your participation in this Privilege or change the amount of
purchase at any time by mailing written notification to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671, and the
notification will be effective three business days following receipt. The
Fund may modify or terminate this Privilege at any time or charge a service
fee. No such fee currently is contemplated.
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE -- Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the Federal
government automatically deposited into your Fund account. You may deposit as
much of such payments as you elect. To enroll in Dreyfus Government Direct
Deposit, you must file with the Transfer Agent a completed Direct Deposit
Sign-Up Form for each type of payment that you desire to include in this
Privilege. The appropriate form may be obtained by calling 1-800-645-6561.
Death or legal incapacity will terminate your participation in this
Privilege. You may elect at any time to terminate your participation by
notifying in writing the appropriate Federal agency. Further, the Fund may
terminate your participation upon 30 days' notice to you.
DREYFUS PAYROLL SAVINGS PLAN _ Dreyfus Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your
Page 11
existing Dreyfus account electronically through the Automated Clearing House
system at each pay period. To establish a Dreyfus Payroll Savings Plan
account, you must file an authorization form with your employer's payroll
department. Your employer must complete the reverse side of the form and
return it to The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode
Island 02940-9671. You may obtain the necessary authorization form by calling
1-800-645-6561. You may change the amount of purchase or cancel the
authorization only by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, The Dreyfus Corporation,
the Fund, the Transfer Agent or any other person, to arrange for transactions
under the Dreyfus Payroll Savings Plan. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee currently is
contemplated.
DREYFUS STEP PROGRAM -- Dreyfus Step Program enables you to purchase Fund
shares without regard to the Fund's minimum initial investment requirements
through Dreyfus-AUTOMATIC Asset BuilderRegistration Mark, Dreyfus Government
Direct Deposit Privilege or Dreyfus Payroll Savings Plan. To establish a
Dreyfus Step Program account, you must supply the necessary information on
the Account Application and file the required authorization form(s) with the
Transfer Agent. For more information concerning this Program, or to request
the necessary authorization form(s), please call 1-800-782-6620. You may
terminate your participation in this Program at any time by discontinuing
your participation in Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government
Direct Deposit Privilege or Dreyfus Payroll Savings Plan, as the case may be,
as provided under the terms of such Privilege(s). The Fund may modify or
terminate this Program at any time.
DREYFUS DIVIDEND OPTIONS -- Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain distributions, if any,
paid by the Fund in shares of another fund in the Dreyfus Family of Funds of
which you are a shareholder. Shares of the other fund will be purchased at
the then-current net asset value, however, a sales load may be charged with
respect to investments in shares of a fund sold with a sales load. If you are
investing in a fund that charges a sales load, you may qualify for share
prices which do not include the sales load or which reflect a reduced sales
load. If you are investing in a fund that charges a contingent deferred sales
charge, the shares purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased shares. See
"Shareholder Services" in the Statement of Additional Information. Dreyfus
Dividend ACH permits you to transfer electronically dividends or dividends and
capital gain distributions, if any, from the Fund to a designated bank
account. Only an account maintained at a domestic financial institution which
is an Automated Clearing House member may be so designated. Banks may charge
a fee for this service.
For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges by mailing written notification to The Dreyfus Family of
Funds, P. O. Box 9671, Providence, Rhode Island 02940-9671. Enrollment in or
cancellation of these privileges is effective three business days following
receipt. These privileges are available only for existing accounts and may
not be used to open new accounts. Minimum subsequent investments do not apply
for Dreyfus Dividend Sweep. The Fund may modify or terminate these privileges
at any time or charge a service fee. No such fee currently is contemplated.
AUTOMATIC WITHDRAWAL PLAN -- The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. An
application for the Automatic Withdrawal Plan can be obtained by calling
1-800-645-6561. The Automatic Withdrawal Plan may be ended at any time by
you, the Fund or the Transfer Agent. Shares for which certificates have been
issued may not be redeemed through the Automatic Withdrawal Plan.
Page 12
HOW TO REDEEM SHARES
GENERAL
You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When
a request is received in proper form, the Fund will redeem the shares at the
next determined net asset value.
The Fund imposes no charges when shares are redeemed. Securities
dealers, banks or other financial institutions may charge their clients a
nominal fee for effecting redemptions of Fund shares. Any certificates
representing Fund shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset value.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS
TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDERRegistration
Mark AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER
AGENT, THE REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK
CLEARANCE OF YOUR PURCHASE CHECK, DREYFUS TELETRANSFER PURCHASE OR DREYFUS-
AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR
MORE. IN ADDITION, THE FUND WILL NOT HONOR REDEMPTION CHECKS UNDER THE CHECK
REDEMPTION PRIVILEGE, AND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR
TELEPHONE OR PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE, FOR A PERIOD OF
EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE
CHECK, THE DREYFUS TELETRANSFER PURCHASE OR THE DREYFUS-AUTOMATIC ASSET
BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES
WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU
OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE
REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE, DIVIDENDS
ON SUCH SHARES WILL ACCRUE AND BE PAYABLE,AND YOU WILL BE ENTITLED TO
EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares will not be
redeemed until the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is
$500 or less and remains so during the notice period.
PROCEDURES
You may redeem shares by using the regular redemption procedure
through the Transfer Agent, or, if you have checked the appropriate box and
supplied the necessary information on the Account Application or have filed a
Shareholder Services Form with the Transfer Agent, the Check Redemption
Privilege, the Wire Redemption Privilege, the Telephone Redemption Privilege,
or the Dreyfus TELETRANSFER Privilege. The Fund makes available to certain
large institutions the ability to issue redemption instructions through
compatible computer facilities.The Fund reserves the right to refuse any
request made by wire or telephone, including requests made shortly after a
change of address, and may limit the amount involved or the number of such
requests. The Fund may modify or terminate any redemption Privilege at any
time or charge a service fee upon notice to shareholders. No such fee
currently is contemplated. Shares for which certificates have been issued are
not eligible for the Check Redemption, Wire Redemption, Telephone Redemption
or Dreyfus TELETRANSFER Privilege.
You may redeem Fund shares by telephone if you have checked the
appropriate box on the Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it),
Page 13
you authorize the Transfer Agent to act on telephone instructions from any
person representing himself or herself to be you and reasonably believed by
the Transfer Agent to be genuine. The Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if it does not
follow such procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Fund nor
the Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of these
other redemption procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption had
been used. During the delay, the Fund's net asset value may fluctuate.
REGULAR REDEMPTION _ Under the regular redemption procedure, you may redeem
shares by written request mailed to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. Redemption requests may be
delivered in person only to a Dreyfus Financial Center. THESE REQUESTS WILL
BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information." Redemption requests
must be signed by each shareholder, including each owner of a joint account,
and each signature must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees in proper
form generally will be accepted from domestic banks, brokers, dealers, credit
unions, national securities exchanges, registered securities associations,
clearing agencies and savings associations, as well as from participants in
the New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock Exchanges Medallion
Program. If you have any questions with respect to signature-guarantees,
please call one of the telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
CHECK REDEMPTION PRIVILEGE _ You may write Redemption Checks drawn on your
Fund account. Redemption Checks may be made payable to the order of any
person in the amount of $500 or more. Potential fluctuation in the net asset
value of the Fund shares should be considered in determining the amount of
the check. Redemption Checks should not be used to close your account.
Redemption Checks are free, but the Transfer Agent will impose a fee for
stopping payment of a Redemption Check upon your request or if the Transfer
Agent cannot honor the Redemption Check due to insufficient funds or other
valid reason. You should date your Redemption Checks with the current date
when you write them. Please do not postdate your Redemption Checks. If you
do, the Transfer Agent will honor, upon presentment, even if presented before
the date of the check, all postdated Redemption Checks which are dated within
six months of presentment for payment, if they are otherwise in good order.
This Privilege will be terminated immediately, without notice, with respect
to any account which is, or becomes, subject to backup withholding on
redemptions (see "Dividends, Distributions and Taxes"). Any Redemption Check
written on an account which has become subject to backup withholding on
redemptions will not be honored by the Transfer Agent.
WIRE REDEMPTION PRIVILEGE -- You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. You also may direct that redemption proceeds be paid by
check (maximum $150,000 per day) made out to the owners of record and mailed
Page 14
to your address. Redemption proceeds of less than $1,000 will be paid
automatically by check. Holders of jointly registered Fund or bank accounts
may have redemption proceeds of not more than $250,000 wired within any
30-day period. You may telephone redemption requests by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
TELEPHONE REDEMPTION PRIVILEGE -- You may request by telephone that
redemption proceeds (maximum $150,000 per day) be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
DREYFUS TELETRANSFER PRIVILEGE -- You may request by telephone that
redemption proceeds (minimum $500 per day) be transferred between your Fund
account and your bank account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House member may be
designated. Redemption proceeds will be on deposit in your account at an
Automated Clearing House member bank ordinarily two days after receipt of the
redemption request or, at your request, paid by check (maximum $150,000 per
day) and mailed to your address. Holders of jointly registered Fund or bank
accounts may redeem through the Dreyfus TELETRANSFER Privilege for transfer
to their bank account not more than $250,000 within any 30-day period.
If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of shares by calling 1-800-645-6561
or, if you are calling from overseas, call
516-794-5452.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan, pursuant to which
the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of
The Dreyfus Corporation, an amount not to exceed an annual rate of .25 of 1%
of the value of the Fund's average daily net assets for certain allocated
expenses of providing personal services and/or maintaining shareholder
accounts. The services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange is open for business. Fund shares begin
earning income dividends on the day following the date of purchase. The
Fund's earnings for Saturdays, Sundays and holidays are declared as dividends
on the next business day. Dividends usually are paid on the last business day
of each month and are automatically reinvested in additional Fund shares at
net asset value or, at your option, paid in cash. If you redeem all shares in
your account at any time during the month, all dividends to which you are
entitled will be paid to you along with the proceeds of the redemption. If
you are an omnibus accountholder and indicate in a partial redemption request
that a portion of any accrued dividends to which such account is entitled
belongs to an underlying accountholder who has redeemed all shares in his or
her account, such portion of the accrued dividends be paid to you along with
the proceeds of the redemption. Distributions from net realized securities
gains, if any, generally are declared and paid once a year, but the Fund may
make distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the 1940 Act. The Fund will not make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. You may choose whether to receive distribu-
Page 15
tions in cash or to reinvest in additional Fund shares at net asset value. All
expenses are accrued daily and deducted before declaration of dividends to
investors.
Except for dividends from Taxable Investments, the Fund anticipates
that substantially all dividends from net investment income paid by the Fund
will not be subject to Federal income tax. Dividends derived from Taxable
Investments, together with distributions from any net realized short-term
securities gains and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the Fund are
subject to Federal income tax as ordinary income, whether or not reinvested
in additional Fund shares. No dividend paid by the Fund will qualify for the
dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains of the Fund
generally are taxable as long-term capital gains for Federal income tax
purposes if you are a citizen or resident of the United States. Dividends and
distributions attributable to income or gain derived from securities
transactions and from the use of certain of the investment techniques
described under "Appendix--Investment Techniques" will be subject to Federal
income tax. The Code provides that the net capital gain of an individual
generally will not be subject to Federal income tax at a rate in excess of
28%. Under the Code, interest on indebtedness incurred or continued to
purchase or carry Fund shares which is deemed to relate to exempt-interest
dividends is not deductible. Dividends and distributions may be subject to
state and local taxes.
Although all or a substantial portion of the dividends paid by the
Fund may be excluded by shareholders of the Fund from their gross income for
Federal income tax purposes, the Fund may purchase specified private activity
bonds, the interest from which may be (i) a preference item for purposes of
the alternative minimum tax, (ii) a component of the "adjusted current
earnings" preference item for purposes of the corporate alternative minimum
tax as well as a component in computing the corporate environmental tax or
(iii) a factor in determining the extent to which a shareholder's Social
Security benefits are taxable. If the Fund purchases such securities, the
portion of the Fund's dividends related thereto will not necessarily be tax
exempt to an investor who is subject to the alternative minimum tax and/or
tax on Social Security benefits and may cause an investor to be subject to
such taxes.
Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund to a foreign investor generally are
subject to U.S. nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in a tax
treaty. Distributions from net realized long-term securities gains paid by
the Fund to a foreign investor as well as the proceeds of any redemptions
from a foreign investor's account, regardless of the extent to which gain or
loss may be realized, generally will not be subject to U.S. nonresident
withholding tax. However, such distributions may be subject to backup
withholding, as described below, unless the foreign investor certifies his
non-U.S. residency status.
Notice as to the tax status of your dividends and distributions will
be mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions from
securities gains, if any, paid during the year. These statements set forth
the dollar amount of income exempt from Federal tax and the dollar amount, if
any, subject to Federal tax. These dollar amounts will vary depending on the
size and length of time of your investment in the Fund. If the Fund pays
dividends derived from taxable income, it intends to designate as taxable the
same percentage of the day's dividend as the actual taxable income earned on
that day bears to total income earned on that day. Thus, the percentage of
the dividend designated as taxable, if any, may vary from day to day.
Page 16
The exchange of shares of one fund for shares of another is treated
for Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends,
distributions from net realized securities gains and the proceeds of any
redemption, regardless of the extent to which gain or loss may be realized,
paid to a shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended May 31, 1996 as a "regulated investment company" under the
Code. The Fund intends to continue to so qualify if such qualification is in
the best interests of its shareholders. Such qualification relieves the Fund
of any liability for Federal income taxes to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The Fund is
subject to a non-deductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
You should consult your tax adviser regarding specific questions as
to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance may be calculated on several
bases, including current yield, tax equivalent yield, average annual total
return and/or total return.
Current yield refers to the Fund's annualized net investment income
per share over a 30-day period, expressed as a percentage of the net asset
value per share at the end of the period. For purposes of calculating current
yield, the amount of net investment income per share during that 30-day
period, computed in accordance with regulatory requirements, is compounded by
assuming that it is reinvested at a constant rate over a six-month period. An
identical result is then assumed to have occurred during a second six-month
period which, when added to the result of the first six months, provides an
"annualized" yield for an entire one-year period. Calculations of the Fund's
current yield may reflect absorbed expenses pursuant to any undertaking that
may be in effect. See "Management of the Fund."
Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate, would be equivalent to a stated
current yield calculated as described above.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Fund was purchased with an
initial payment of $1,000 and that the investment was redeemed at the end of
a stated period of time, after giving effect to the reinvestment of dividends
and distributions during the period. The return is expressed as a percentage
rate which, if applied on a compounded annual basis, would result in the
redeemable value of the investment at the end of the period. Advertisements
of the Fund's performance will include the Fund's average annual total return
for one, five and ten year periods.
Page 17
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the income
and principal changes for a specified period and dividing by the net asset
value per share at the beginning of the period. Advertisements may include
the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the
application of the percentage rate of total return.
Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment companies
using a different method of calculating performance.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from CDA
Investment Technologies, Inc., Lipper Analytical Services, Inc., Moody's Bond
Survey Bond Index, Lehman Brothers Municipal Bond Index, Morningstar, Inc.
and other industry publications. The Fund's yield generally should be higher
than money market funds (the Fund, however, does not seek to maintain a
stabilized price per share and may not be able to return an investor's
principal), and its price per share should fluctuate less than long-term bond
funds (which generally have somewhat higher yields).
GENERAL INFORMATION
The Fund was incorporated under Maryland law on April 21, 1983, and
commenced operations on August 11, 1983. On September 11, 1990, the Fund
changed its name from Dreyfus Intermediate Tax Exempt Bond Fund, Inc. to
Dreyfus Intermediate Municipal Bond Fund, Inc. The Fund is authorized to
issue 300 million shares of Common Stock, par value $.01 per share. Each
share has one vote.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, pursuant to the Fund's By-Laws, the
holders of at least 10% of the shares outstanding and entitled to vote may
require the Fund to hold a special meeting of shareholders for purposes of
removing a Board member from office and the holders of at least 25% of such
shares may require the Fund to hold a special meeting of shareholders for any
other purpose. Fund shareholders may remove a Board member by the affirmative
vote of a majority of the Fund's outstanding voting shares. In addition, the
Fund's Board will call a meeting of shareholders for the purpose of electing
Board members if, at any time, less than a majority of the Board members then
holding office have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll free
1-800-645-6561. In New York City, call
1-718-895-1206; outside the U.S. and Canada, call 516-794-5452.
Page 18
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY -- The Fund is permitted to borrow to the extent permitted
under the 1940 Act, which permits an investment company to borrow in an
amount up to 33-1/3% of the value of its total assets. The Fund currently
intends to borrow money only for temporary or emergency (not
leveraging)purposes, in an amount up to 15% of the value of its total assets
(including the amount borrowed) valued at the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the Fund's total assets, the Fund will
not make any additional investments.
USE OF DERIVATIVES -- The Fund may invest in the types of Derivatives
enumerated under "Description of the Fund -- Investment Considerations and
Risks -- Use of Derivatives." These instruments and certain related risks are
described more specifically under "Investment Objective and Management
Policies -- Management Policies -- Derivatives" in the Statement of
Additional Information.
Derivatives may entail investment exposures that are greater than
their cost would suggest, meaning that a small investment in Derivatives
could have a large potential impact on the Fund's performance.
If the Fund invests in Derivatives at inappropriate times or judges
market conditions incorrectly, such investments may lower the Fund's return
or result in a loss. The Fund also could experience losses if its Derivatives
were poorly correlated with its other investments, or if the Fund were unable
to liquidate its position because of an illiquid secondary market. The market
for many Derivatives is, or suddenly can become, illiquid. Changes in
liquidity may result in significant, rapid and unpredictable changes in the
prices for Derivatives.
Although the Fund will not be a commodity pool, Derivatives subject
the Fund to the rules of the Commodity Futures Trading Commission which limit
the extent to which the Fund can invest in certain Derivatives. The Fund may
invest in futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund may not invest in such contracts
and options for other purposes if the sum of the amount of initial margin
deposits and premiums paid for unexpired options with respect to such
contracts, other than for bona fide hedging purposes, exceed 5% of the
liquidation value of the Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options; provided,
however, that in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in calculating the 5%
limitation.
The Fund may invest up to 5% of its assets, represented by the
premium paid, in the purchase of call and put options. The Fund may write
(i.e., sell) covered call and put option contracts to the extent of 20% of
the value of its net assets at the time such option contracts are written.
When required by the Securities and Exchange Commission, the Fund will set
aside permissible liquid assets in a segregated account to cover its
obligations relating to its purchase of Derivatives. To maintain this
required cover, the Fund may have to sell portfolio securities at
disadvantageous prices or times since it may not be possible to liquidate
a Derivative position at a reasonable price.
LENDING PORTFOLIO SECURITIES -- The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. The Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 33-1/3% of the value
of the Fund's total assets, and the Fund will receive collateral consisting
of cash, U.S. Government securities or irrevocable letters of credit which
will be maintained at all times in an amount equal to at least 100% of the
current market value of the loaned securities. Such loans are terminable by
the Fund at any time upon specified notice. The Fund might experience risk of
loss if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.
Page 19
FORWARD COMMITMENTS -- The Fund may purchase Municipal Obligations and other
securities on a forward commitment or when-issued basis, which means that
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate
receivable on a forward commitment or when-issued security are fixed when the
Fund enters into the commitment, but the Fund does not make payment until it
receives delivery from the counterparty. The Fund will commit to purchase
such securities only with the intention of actually acquiring the securities,
but the Fund may sell these securities before the settlement date if it is
deemed advisable. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the commitments will
be established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
CERTAIN TAX EXEMPT OBLIGATIONS -- The Fund may purchase floating and variable
rate demand notes and bonds, which are tax exempt obligations ordinarily
having stated maturities in excess of one year, but which permit the holder
to demand payment of principal at any time or at specified intervals.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amount borrowed.
Because these obligations are direct lending arrangements between the lender
and borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus accrued
interest. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand. Each obligation purchased by the Fund will meet the quality criteria
established for the purchase of Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS -- The Fund may purchase from financial
institutions participation interests in Municipal Obligations (such as
industrial development bonds and municipal lease/purchase agreements). A
participation interest gives the Fund an undivided interest in the Municipal
Obligation in the proportion that the Fund's participation interest bears to
the total principal amount of the Municipal Obligation. These instruments may
have fixed, floating or variable rates of interest. If the participation
interest is unrated, it will be backed by an irrevocable letter of credit or
guarantee of a bank that the Fund's Board has determined meets the prescribed
quality standards for banks set forth below, or the payment obligation
otherwise will be collateralized by U.S. Government securities. For certain
participation interests, the Fund will have the right to demand payment, on
not more than seven days' notice, for all or any part of the Fund's
participation interest in the Municipal Obligation, plus accrued interest. As
to these instruments, the Fund intends to exercise its right to demand
payment only upon a default under the terms of the Municipal Obligation, as
needed to provide liquidity to meet redemptions, or to maintain or improve
the quality of its investment portfolio.
TENDER OPTION BONDS -- The Fund may purchase tender option bonds. A tender
option bond is a Municipal Obligation (generally held pursuant to a custodial
arrangement) having a relatively long maturity and bearing interest at a
fixed rate substantially higher than prevailing short-term tax exempt rates,
that has been coupled with the agreement of a third party, such as a bank,
broker-dealer or other financial institution, pursuant to which such
institution grants the security holders the option, at periodic intervals, to
tender their securities to the institution and receive the face value
thereof. As consideration for providing the option, the financial institution
receives periodic fees equal to the difference between the Municipal
Obligation's fixed coupon rate and the rate, as determined by a remarketing
or similar agent at or near the commencement of such period, that would cause
the securities, coupled with the tender option, to trade at par on the date
of such determination. Thus, after payment of this fee, the security
Page 20
holder effectively holds a demand obligation that bears interest at the
prevailing short-term tax exempt rate. The Dreyfus Corporation, on behalf of
the Fund, will consider on an ongoing basis the creditworthiness of the issuer
of the underlying Municipal Obligation, of any custodian and of the third
party provider of the tender option. In certain instances and for certain
tender option bonds, the option may be terminable in the event of a default in
payment of principal or interest on the underlying Municipal Obligation and
for other reasons.
CUSTODIAL RECEIPTS -- The Fund may purchase custodial receipts representing
the right to receive certain future principal and interest payments on
Municipal Obligations which underlie the custodial receipts. A number of
different arrangements are possible. In a typical custodial receipt
arrangement, an issuer or a third party owner of Municipal Obligations
deposits such obligations with a custodian in exchange for two classes of
custodial receipts. The two classes have different characteristics, but, in
each case, payments on the two classes are based on payments received on the
underlying Municipal Obligations. One class has the characteristics of a
typical auction rate security, where at specified intervals its interest rate
is adjusted, and ownership changes, based on an auction mechanism. This
class's interest rate generally is expected to be below the coupon rate of
the underlying Municipal Obligations and generally is at a level comparable
to that of a Municipal Obligation of similar quality and having a maturity
equal to the period between interest rate adjustments. The second class bears
interest at a rate that exceeds the interest rate typically borne by a
security of comparable quality and maturity; this rate also is adjusted, but
in this case inversely to changes in the rate of interest of the first class.
If the interest rate on the first class exceeds the coupon rate of the
underlying Municipal Obligations, its interest rate will exceed the rate paid
on the second class. In no event will the aggregate interest paid with
respect to the two classes exceed the interest paid by the underlying
Municipal Obligations. The value of the second class and similar securities
should be expected to fluctuate more than the value of a Municipal Obligation
of comparable quality and maturity and their purchase by the Fund should
increase the volatility of its net asset value and, thus, its price per
share. These custodial receipts are sold in private placements. The Fund also
may purchase directly from issuers, and not in a private placement, Municipal
Obligations having characteristics similar to custodial receipts. These
securities may be issued as part of a multi-class offering and the interest
rate on certain classes may be subject to a cap or floor.
STAND-BY COMMITMENTS -- The Fund may acquire "stand-by commitments" with
respect to Municipal Obligations held in its portfolio. Under a stand-by
commitment, the Fund obligates a broker, dealer or bank to repurchase, at the
Fund's option, specified securities at a specified price and, in this
respect, stand-by commitments are comparable to put options. The exercise of
a stand-by commitment, therefore, is subject to the ability of the seller to
make payment on demand. The Fund will acquire stand-by commitments solely to
facilitate its portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes. The Fund may pay for stand-by commitments if
such action is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such security's
yield to investors. Gains realized in connection with stand-by commitments
will be taxable. The Fund also may acquire call options on specific Municipal
Obligations. The Fund generally would purchase these call options to protect
the Fund from the issuer of the related Municipal Obligation redeeming, or
other holder of the call option from calling away, the Municipal Obligation
before maturity. The sale by the Fund of a call option that it owns on a
specific Municipal Obligation could result in the receipt of taxable income
by the Fund.
ZERO COUPON SECURITIES -- The Fund may invest in zero coupon securities which
are debt securities issued or sold at a discount from their face value which
do not entitle the holder to any periodic payment of interest prior to
maturity or a specified redemption date (or cash payment date). The amount of
the discount varies depending on the time remaining until maturity or cash
payment date, prevailing interest rates, liquidity of the security and
perceived credit quality of the issuer. Zero coupon securities
Page 21
also may take the form of debt securities that have been stripped of their
unmatured interest coupons, the coupons themselves and receipts or certificates
representing interest in such stripped debt obligations and coupons. The
market prices of zero coupon securities generally are more volatile than the
market prices of securities that pay interest periodically and are likely to
respond to a greater degree to changes in interest rates than non-zero coupon
securities having similar maturities and credit qualities.
ILLIQUID SECURITIES -- The Fund may invest up to 15% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price that the Fund deems representative of
their value, the value of the Fund's net assets could be adversely affected.
TAXABLE INVESTMENTS -- From time to time, on a temporary basis other than for
temporary defensive purposes (but not to exceed 20% of the value of the
Fund's net assets) or for temporary defensive purposes, the Fund may invest
in taxable short-term investments ("Taxable Investments") consisting of:
notes of issuers having, at the time of purchase, a quality rating within the
two highest grades of Moody's, S&P or Fitch; obligations of the U.S.
Government, its agencies or instrumentalities; commercial paper rated not
lower than P-1 by Moody's, A-1 by S&P or F-1 by Fitch; certificates of
deposit of U.S. domestic banks, including foreign branches of domestic banks,
with assets of one billion dollars or more; time deposits; bankers'
acceptances and other short-term bank obligations; and repurchase agreements
in respect of any of the foregoing. Dividends paid by the Fund that are
attributable to income earned by the Fund from Taxable Investments will be
taxable to investors. See "Dividends, Distributions and Taxes." Except for
temporary defensive purposes, at no time will more than 20% of the value of
the Fund's net assets be invested in Taxable Investments. Under normal market
conditions, the Fund anticipates that not more than 5% of the value of its
total assets will be invested in any one category of Taxable Investments.
Taxable Investments are more fully described in the Statement of Additional
Information, to which reference hereby is made.
RATINGS -- Bonds rated Ba by Moody's are judged to have speculative elements;
their future cannot be considered as well assured and often the protection of
interest and principal payments may be very moderate. Bonds rated BB by S&P
are regarded as having predominantly speculative characteristics and, while
such obligations have less near-term vulnerability to default than other
speculative grade debt, they face major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. Bonds
rated BB by Fitch are considered speculative and the payment of principal and
interest may be affected at any time by adverse economic changes. Bonds rated
C by Moody's are regarded as having extremely poor prospects of ever
attaining any real investment standing. Bonds rated D by S&P are in default
and the payment of interest and/or repayment of principal is in arrears.
Bonds rated DDD, DD or D by Fitch are in actual or imminent default, are
extremely speculative and should be valued on the basis of their ultimate
recovery value in liquidation or reorganization of the issuer; DDD represents
the highest potential for recovery of such bonds; and D represents the lowest
potential for recovery. Such bonds, though high yielding, are characterized
by great risk. See "Appendix" in the Statement of Additional Information for
a general description of Moody's, S&P and Fitch ratings of Municipal
Obligations.
The ratings of Moody's, S&P and Fitch represent their opinions as to
the quality of the Municipal Obligations which they undertake to rate. It
should be emphasized, however, that ratings are relative and subjective and,
although ratings may be useful in evaluating the safety of interest and
principal payments, they do not evaluate the market value risk of these
bonds. Although these ratings may be an initial criteri-
Page 22
on for selection of portfolio investments, The Dreyfus Corporation also will
evaluate these securities and the ability of the issuers of such securities to
pay interest and principal. The Fund's ability to achieve its investment
objective may be more dependent on The Dreyfus Corporation's credit analysis
than might be the case for a fund that invested in higher rated securities.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MAY
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 23
Intermediate
Municipal
Bond Fund, Inc.
Prospectus
Registration Mark
Copy Rights 1996, Dreyfus Service Corporation
947p090396
Page 24
__________________________________________________________________________
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
SEPTEMBER 3, 1996
__________________________________________________________________________
This Statement of Additional Information which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Intermediate Municipal Bond Fund, Inc. (the "Fund"), dated
September 3, 1996, as it may be revised from time to time. To obtain a
copy of the Fund's Prospectus, please write to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or call one of the
following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. and Canada -- Call 516-794-5452
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . . . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . . . . . . . B-11
Management Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . B-15
Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . B-17
Shareholder Services Plan . . . . . . . . . . . . . . . . . . . . . . . B-18
Redemption of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . B-19
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . . . . . B-21
Determination of Net Asset Value. . . . . . . . . . . . . . . . . . . . B-23
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . . . B-24
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . B-25
Performance Information . . . . . . . . . . . . . . . . . . . . . . . . B-26
Information About the Fund. . . . . . . . . . . . . . . . . . . . . . . B-27
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors . . . . . . . . . . . . . . . . . B-27
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-29
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . B-37
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . B-56
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the sections in the Fund's Prospectus entitled
"Description of the Fund" and "Appendix."
Portfolio Securities
The average distribution of investments (at value) in Municipal
Obligations (including notes) by ratings for the fiscal year ended May 31,
1996, computed on a monthly basis, was as follows:
<TABLE>
<CAPTION>
Fitch Investors Moody's Investors Standard & Poor's
Service, L.P. Service, Inc. Ratings Group Percent of
("Fitch") or ("Moody's") or ("S&P") Value
- ---------------- ------------------ ----------------- ------------
<S> <C> <C> <C>
AAA Aaa AAA 37.4%
AA Aa AA 19.4
A A A 21.2
BBB Baa BBB 9.4
F-1 VMIG 1/MIG 1, P-1 SP-1, A-1 3.8(1)
Not Rated Not Rated Not Rated 8.8(2)
--------
100.0%
========
</TABLE>
____________________________________________
(1) Includes tax exempt notes rated in one of the two highest rating
categories by Moody's, S&P or Fitch. These securities, together with
Municipal Obligations rated Baa or better by Moody's or BBB or better
by S&P or Fitch, are taken into account at the time of a purchase for
purposes of determining that the Fund's portfolio meets the 80%
minimum quality standard discussed in the Fund's Prospectus.
(2) Included in the Not Rated category are securities comprising 8.8% of
the Fund's market value which, while not rated, have been determined
by the Manager to be of comparable quality to securities in the
following rating categories: Aaa/AAA (.9%), Aa/AA (.2%), A/A (2.6%),
Baa/BBB (3.9%), Ba/BB (1.1%) and F-1/VMIG1 (.1%).
Municipal Obligations. The term "Municipal Obligations" generally
includes debt obligations issued to obtain funds for various public
purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works. Other public
purposes for which Municipal Obligations may be issued include refunding
outstanding obligations, obtaining funds for general operating expenses
and lending such funds to other public institutions and facilities. In
addition, certain types of industrial development bonds are issued by or
on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated
housing facilities, sports facilities, convention or trade show
facilities, airport, mass transit, industrial, port or parking facilities,
air or water pollution control facilities and certain local facilities for
water supply, gas, electricity, or sewage or solid waste disposal; the
interest paid on such obligations may be exempt from Federal income tax,
although current tax laws place substantial limitations on the size of
such issues. Such obligations are considered to be Municipal Obligations
if the interest paid thereon qualifies as exempt from Federal income tax
in the opinion of bond counsel to the issuer. There are, of course,
variations in the security of Municipal Obligations, both within a
particular classification and between classifications.
Floating and variable rate demand notes and bonds are tax exempt
obligations ordinarily having stated maturities in excess of one year, but
which permit the holder to demand payment of principal at any time, or at
specified intervals. The issuer of such obligations ordinarily has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligations plus accrued interest upon
a specified number of days' notice to the holders thereof. The interest
rate on a floating rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically each time
such rate is adjusted. The interest rate on a variable rate demand
obligation is adjusted automatically at specified intervals.
For the purpose of diversification under the Investment Company Act
of 1940, as amended (the "1940 Act"), the identification of the issuer of
Municipal Obligations depends on the terms and conditions of the security.
When the assets and revenues of an agency, authority, instrumentality or
other political subdivision are separate from those of the government
creating the subdivision and the security is backed only by the assets and
revenues of the subdivision, such subdivision would be deemed to be the
sole issuer. Similarly, in the case of an industrial development bond, if
that bond is backed only by the assets and revenues of the
non-governmental user, then such non-governmental user would be deemed to
be the sole issuer. If, however, in either case, the creating government
or some other entity guarantees a security, such a guaranty would be
considered a separate security and will be treated as an issue of such
government or other entity.
The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a
particular offering, maturity of the obligation and rating of the issue.
The imposition of the Fund's management fee, as well as other operating
expenses, will have the effect of reducing the yield to investors.
Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special risks not
ordinarily associated with Municipal Obligations. Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation
ordinarily is backed by the municipality's covenant to budget for,
appropriate and make the payments due under the lease obligation.
However, certain lease obligations contain "non-appropriation" clauses
which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated
for such purpose on a yearly basis. Although "non-appropriation" lease
obligations are secured by the leased property, disposition of the
property in the event of foreclosure might prove difficult. The staff of
the Securities and Exchange Commission currently considers certain lease
obligations to be illiquid. Determination as to the liquidity of such
securities is made in accordance with guidelines established by the Fund's
Board. Pursuant to such guidelines, the Board has directed the Manager to
monitor carefully the Fund's investment in such securities with particular
regard to (1) the frequency of trades and quotes for the lease
obligation; (2) the number of dealers willing to purchase or sell the
lease obligation and the number of the potential buyers; (3) the
willingness of dealers to undertake to make a market in the lease
obligation; (4) the nature of the marketplace trades including the time
needed to dispose of the lease obligation, the method of soliciting offers
and the mechanics of transfer; and (5) such other factors concerning the
trading market for the lease obligation as the Manager may deem relevant.
In addition, in evaluating the liquidity and credit quality of a lease
obligation that is unrated, the Fund's Board has directed the Manager to
consider (a) whether the lease can be cancelled; (b) what assurance there
is that the assets represented by the lease can be sold; (c) the strength
of the lessee's general credit (e.g., its debt, administrative, economic,
and financial characteristics); (d) the likelihood that the municipality
will discontinue appropriating funding for the leased property because the
property is no longer deemed essential to the operations of the
municipality (e.g., the potential for an "event of nonappropriation"); (e)
the legal recourse in the event of failure to appropriate; and (f) such
other factors concerning credit quality as the Manager may deem relevant.
The Fund will not invest more than 15% of the value of its net assets in
illiquid securities. See "Investment Restriction No. 13" below.
The Fund will purchase tender option bonds only when it is satisfied
that the custodial and tender option arrangements, including the fee
payment arrangements, will not adversely affect the tax exempt status of
the underlying Municipal Obligations and that payment of any tender fees
will not have the effect of creating taxable income for the Fund. Based
on the tender option bond agreement, the Fund expects to be able to value
the tender option bond at par; however, the value of the instrument will
be monitored to assure that it is valued at fair value.
Ratings of Municipal Obligations. Subsequent to its purchase by the
Fund, an issue of rated Municipal Obligations may cease to be rated or its
rating may be reduced below the minimum required for purchase by the Fund.
Neither event will require the sale of such Municipal Obligations by the
Fund, but the Manager will consider such event in determining whether the
Fund should continue to hold the Municipal Obligations. To the extent
that the ratings given by Moody's, S&P or Fitch for Municipal Obligations
may change as a result of changes in such organizations or their rating
systems, the Fund will attempt to use comparable ratings as standards for
its investments in accordance with the investment policies contained in
the Prospectus and this Statement of Additional Information. The ratings
of Moody's, S&P and Fitch represent their opinions as to the quality of
the Municipal Obligations which they undertake to rate. It should be
emphasized, however, that ratings are relative and subjective and are not
absolute standards of quality. Although these ratings may be an initial
criterion for selection of portfolio investments, the Manager also will
evaluate these securities and the creditworthiness of the issuers of such
securities.
Illiquid Securities. Where a substantial market of qualified
institutional buyers develops for certain restricted securities purchased
by the Fund pursuant to Rule 144A under the Securities Act of 1933, as
amended, the Fund intends to treat such securities as liquid securities in
accordance with procedures approved by the Fund's Board. Because it is
not possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, the Fund's Board has
directed the Manager to monitor carefully the Fund's investments in such
securities with particular regard to trading activity, availability of
reliable price information and other relevant information. To the extent
that, for a period of time, qualified institutional buyers cease
purchasing restricted securities pursuant to Rule 144A, the Fund's
investing in such securities may have the effect of increasing the level
of illiquidity in its portfolio during such period.
Taxable Investments. Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government
agencies and instrumentalities are supported by the full faith and credit
of the U.S. Treasury; others by the right of the issuer to borrow from the
U.S. Treasury; others by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others
only by the credit of the agency or instrumentality. These securities
bear fixed, floating or variable rates of interest. Interest may
fluctuate based on generally recognized reference rates or the
relationship of rates. While the U.S. Government provides financial
support to such U.S. Government sponsored agencies or instrumentalities,
no assurance can be given that it will always do so, since it is not so
obligated by law.
Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs.
Certificates of deposit are negotiable certificates representing the
obligation of a bank to repay funds deposited with it for a specified
period of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate. Investments in time deposits generally
are limited to London branches of domestic banks that have total assets in
excess of $1 billion. Time deposits which may be held by the Fund will
not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance
Corporation.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the full
amount of the instrument upon maturity. Other short-term bank obligations
may include uninsured, direct obligations bearing fixed, floating or
variable interest rates.
In a repurchase agreement, the Fund buys, and the seller agrees to
repurchase, a security at a mutually agreed upon time and price (usually
within seven days). The repurchase agreement thereby determines the yield
during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. The Fund's
custodian or sub-custodian will have custody of, and will hold in a
segregated account, securities acquired by the Fund under a repurchase
agreement. Repurchase agreements are considered by the Staff of the
Securities and Exchange Commission to be loans by the Fund. In an attempt
to reduce the risk of incurring a loss on a repurchase agreement, the Fund
will enter into repurchase agreements only with domestic banks with total
assets in excess of $1 billion or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which the Fund may invest, and will require that
additional securities be deposited with it if the value of the securities
purchased should decrease below resale price. Repurchase agreements could
involve risks in the event of a default or insolvency of the other party
to the agreement, including possible delays or restrictions upon the
Fund's ability to dispose of the underlying securities.
Management Policies
Derivatives. The Fund may invest in Derivatives (as defined in the
Fund's Prospectus) for a variety of reasons, including to hedge certain
market risks, to provide a substitute for purchasing or selling particular
securities or to increase potential income gain. Derivatives may provide
a cheaper, quicker or more specifically focused way for the Fund to invest
than "traditional" securities would.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and
the portfolio as a whole. Derivatives permit the Fund to increase or
decrease the level of risk, or change the character of the risk, to which
its portfolio is exposed in much the same way as the Fund can increase or
decrease the level of risk, or change the character of the risk, of its
portfolio by making investments in specific securities.
Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter
Derivatives. Exchange-traded Derivatives generally are guaranteed by the
clearing agency which is the issuer or counterparty to such Derivatives.
This guarantee usually is supported by a daily payment system (i.e.,
variation margin requirements) operated by the clearing agency in order to
reduce overall credit risk. As a result, unless the clearing agency
defaults, there is relatively little counterparty credit risk associated
with Derivatives purchased on an exchange. By contrast, no clearing
agency guarantees over-the-counter Derivatives. Therefore, each party to
an over-the-counter Derivative bears the risk that the counterparty will
default. Accordingly, the Manager will consider the creditworthiness of
counterparties to over-the-counter Derivatives in the same manner as it
would review the credit quality of a security to be purchased by the Fund.
Over-the-counter Derivatives are less liquid than exchange-traded
Derivatives since the other party to the transaction may be the only
investor with sufficient understanding of the Derivative to be interested
in bidding for it.
Futures Transactions--In General. The Fund may enter into futures
contracts in U.S. domestic markets, such as the Chicago Board of Trade.
Engaging in these transactions involves risk of loss to the Fund which
could adversely affect the value of the Fund's net assets. Although the
Fund intends to purchase or sell futures contracts only if there is an
active market for such contracts, no assurance can be given that a liquid
market will exist for any particular contract at any particular time.
Many futures exchanges and boards of trade limit the amount of fluctuation
permitted in futures contract prices during a single trading day. Once
the daily limit has been reached in a particular contract, no trades may
be made that day at a price beyond that limit or trading may be suspended
for specified periods during the trading day. Futures contract prices
could move to the limit for several consecutive trading days with little
or no trading, thereby preventing prompt liquidation of futures positions
and potentially subjecting the Fund to substantial losses.
Successful use of futures by the Fund also is subject to the
Manager's ability to predict correctly movements in the direction of the
relevant market and, to the extent the transaction is entered into for
hedging purposes, to ascertain the appropriate correlation between the
transaction being hedged and the price movements of the futures contract.
For example, if the Fund uses futures to hedge against the possibility of
a decline in the market value of securities held in its portfolio and the
prices of such securities instead increase, the Fund will lose part or all
of the benefit of the increased value of securities which it has hedged
because it will have offsetting losses in its futures positions.
Furthermore, if in such circumstances the Fund has insufficient cash, it
may have to sell securities to meet daily variation margin requirements.
The Fund may have to sell such securities at a time when it may be
disadvantageous to do so.
Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, the Fund may be required to segregate cash or
high quality money market instruments in connection with its commodities
transactions in an amount generally equal to the value of the underlying
commodity. The segregation of such assets will have the effect of
limiting the Fund's ability otherwise to invest those assets.
Specific Futures Transactions. The Fund may purchase and sell interest
rate futures contracts. An interest rate future obligates the Fund to
purchase or sell an amount of a specific debt security at a future date at
a specific price.
Options--In General. The Fund may purchase and write (i.e., sell) call or
put options with respect to specific securities and interest rate futures
contracts. A call option gives the purchaser of the option the right to
buy, and obligates the writer to sell, the underlying security or
securities at the exercise price at any time during the option period, or
at a specific date. Conversely, a put option gives the purchaser of the
option the right to sell, and obligates the writer to buy, the underlying
security or securities at the exercise price at any time during the option
period, or at a specific date.
There is no assurance that sufficient trading interest to create a
liquid secondary market on a securities exchange will exist for any
particular option or at any particular time, and for some options no such
secondary market may exist. A liquid secondary market in an option may
cease to exist for a variety of reasons. In the past, for example, higher
than anticipated trading activity or order flow, or other unforeseen
events, at times have rendered certain of the clearing facilities
inadequate and resulted in the institution of special procedures, such as
trading rotations, restrictions on certain types of orders or trading
halts or suspensions in one or more options. There can be no assurance
that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it
might not be possible to effect closing transactions in particular
options.
Successful use by the Fund of options will be subject to the
Manager's ability to predict correctly movements in interest rates. To
the extent the Manager's predictions are incorrect, the Fund may incur
losses.
Future Developments. The Fund may take advantage of opportunities in
the area of options and futures contracts and options on futures contracts
and any other Derivatives which are not presently contemplated for use by
the Fund or which are not currently available but which may be developed,
to the extent such opportunities are both consistent with the Fund's
investment objective and legally permissible for the Fund. Before
entering into such transactions or making any such investment, appropriate
disclosure will be provided in the Fund's Prospectus or this Statement of
Additional Information.
Lending Portfolio Securities. In connection with its securities
lending transactions, the Fund may return to the borrower or a third party
which is unaffiliated with the Fund, and which is acting as a "placing
broker," a part of the interest earned from the investment of collateral
received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral; (3) the Fund
must be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any dividends, interest or
other distributions payable on the loaned securities, and any increase in
market value; and (5) the Fund may pay only reasonable custodian fees in
connection with the loan.
Forward Commitments. Municipal Obligations and other securities
purchased on a forward commitment or when-issued basis are subject to
changes in value (generally changing in the same way, i.e., appreciating
when interest rates decline and depreciating when interest rates rise)
based upon the public's perception of the creditworthiness of the issuer
and changes, real or anticipated, in the level of interest rates.
Securities purchased on a when-issued basis may expose the Fund to risks
because they may experience such fluctuations prior to their actual
delivery. Purchasing securities on a when-issued basis can involve the
additional risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the transaction
itself. Purchasing securities on a when-issued basis when the Fund is
fully or almost fully invested may result in greater potential fluctuation
in the value of the Fund's net assets and its net asset value per share.
Investment Considerations and Risks
Lower Rated Bonds. The Fund is permitted to invest in securities
rated Ba by Moody's and BB by S&P and Fitch and as low as the lowest
rating assigned by Moody's, S&P or Fitch. Such bonds, though higher
yielding, are characterized by risk. See "Description of the
Fund--Investment Considerations and Risks--Lower Rated Bonds" in the
Prospectus for a discussion of certain risks and "Appendix" for a general
description of Moody's, S&P and Fitch ratings of Municipal Obligations.
Although ratings may be useful in evaluating the safety of interest and
principal payments, they do not evaluate the market value risk of these
bonds. The Fund will rely on the Manager's judgment, analysis and
experience in evaluating the creditworthiness of an issuer.
Investors should be aware that the market values of many of these
bonds tend to be more sensitive to economic conditions than are higher
rated securities and will fluctuate over time. These bonds generally are
considered by S&P, Moody's and Fitch to be, on balance, predominantly
speculative with respect to capacity to pay interest and repay principal
in accordance with the terms of the obligation and generally will involve
more credit risk than securities in the higher rating categories.
Because there is no established retail secondary market for many of
these securities, the Fund anticipates that such securities could be sold
only to a limited number of dealers or institutional investors. To the
extent a secondary trading market for these bonds does exist, it generally
is not as liquid as the secondary market for higher rated securities. The
lack of a liquid secondary market may have an adverse impact on market
price and yield and the Fund's ability to dispose of particular issues
when necessary to meet the Fund's liquidity needs or in response to a
specific economic event such as a deterioration in the creditworthiness of
the issuer. The lack of a liquid secondary market for certain securities
also may make it more difficult for the Fund to obtain accurate market
quotations for purposes of valuing the Fund's portfolio and calculating
its net asset value. Adverse publicity and investor perceptions, whether
or not based on fundamental analysis, may decrease the values and
liquidity of these securities. In such cases, judgment may play a greater
role in valuation because less reliable objective data may be available.
These bonds may be particularly susceptible to economic downturns.
It is likely that any economic recession could disrupt severely the market
for such securities and may have an adverse impact on the value of such
securities. In addition, it is likely that any such economic downturn
could adversely affect the ability of the issuers of such securities to
repay principal and pay interest thereon and increase the incidence of
default for such securities.
The Fund may acquire these bonds during an initial offering. Such
securities may involve special risks because they are new issues. The
Fund has no arrangement with the Distributor or any other persons
concerning the acquisition of such securities, and the Manager will review
carefully the credit and other characteristics pertinent to such new
issues.
The credit risk factors pertaining to lower rated securities also
apply to lower rated zero coupon bonds, in which the Fund may invest up to
5% of its total assets. Zero coupon bonds carry an additional risk in
that, unlike bonds which pay interest throughout the period to maturity,
the Fund will realize no cash until the cash payment date unless a portion
of such securities are sold and, if the issuer defaults, the Fund may
obtain no return at all on its investment. See "Dividends, Distributions
and Taxes."
Investment Restrictions
The Fund has adopted investment restrictions numbered 1 through 9 as
fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting shares. Investment restrictions numbered 10 through 14
are not fundamental policies and may be changed by a vote of a majority of
the Fund's Board at any time. The Fund may not:
1. Invest more than 5% of its assets in the obligations of any
single issuer, except up to 25% of the value of the Fund's total assets
may be invested, and securities issued or guaranteed by the U.S.
Government, or its agencies or instrumentalities may be purchased, without
regard to any such limitations.
2. Hold more than 10% of the voting securities of any single
issuer. This Investment Restriction applies only with respect to 75% of
the Fund's total assets.
3. Invest more than 25% of its assets in the securities of
issuers in any single industry; provided that there shall be no limitation on
the purchase of Municipal Obligations and, for temporary defense purposes,
securities issued by banks and obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
4. Borrow money, except to the extent permitted under the 1940
Act (which currently limits borrowing to no more than 33-1/3% of the value of
the Fund's total assets). While borrowings exceed 5% of the Fund's total
assets, the Fund will not make any additional investments. For purposes of
this Investment Restriction, the entry into options, forward contracts, futures
contracts, including those relating to indices, and options on future contracts
or indices shall not constitute borrowing.
5. Purchase or sell real estate, commodities or commodity
contracts, or oil and gas interests, but this shall not prevent the Fund from
investing in Municipal Obligations secured by real estate or interests therein,
or prevent the Fund from purchasing and selling options, forward contracts,
futures contracts, including those relating to indices, and options on futures
contracts or indices.
6. Underwrite the securities of other issuers, except that the
Fund may bid separately or as part of a group for the purchase of Municipal
Obligations directly from an issuer for its own portfolio to take advantage of
the lower purchase price available, and except to the extent the Fund may be
deemed an underwriter under the Securities Act of 1933, as amended, by virtue of
disposing of portfolio securities.
7. Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements; however, the Fund may lend
its portfolio securities in an amount not to exceed 33-1/3% of the value of its
total assets. Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission and the Fund's
Board.
8. Issue any senior security (as such term is defined in
Section 18(f) of the 1940 Act), except to the extent that the activities
permitted in Investment Restrictions numbered 4, 5 and 12 may be deemed to give
rise to a senior security.
9. Sell securities short or purchase securities on margin, but
the Fund may make margin deposits in connection with transactions in options,
forward contracts, futures contracts, including those relating to indices, and
options on futures contracts or indices.
10. Purchase securities other than Municipal Obligations and
Taxable Investments and those arising out of transactions in futures and options
or as otherwise provided in the Fund's Prospectus.
11. Invest in securities of other investment companies, except
to the extent permitted under the 1940 Act.
12. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except to the extent necessary to secure permitted borrowings and to the
extent related to the deposit of assets in escrow in connection with the
purchase of securities on a when-issued or delayed-delivery basis and collateral
and initial or variation margin arrangements with respect to options, forward
contracts, futures contracts, including those related to indices, and options on
futures contracts or indices.
13. Enter into repurchase agreements providing for settlement in
more than seven days after notice or purchase securities which are illiquid
(which securities could include participation interests (including municipal
lease/purchase agreements) that are not subject to the demand feature described
in the Fund's Prospectus, and floating and variable rate demand obligations as
to which the Fund cannot exercise the demand feature described in the Fund's
Prospectus on less than seven days' notice and as to which there is no secondary
market), if, in the aggregate, more than 15% of its net assets would be so
invested.
14. Invest in companies for the purpose of exercising control.
For purposes of Investment Restriction No. 3, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together
as an "industry." If a percentage restriction is adhered to at the time
of investment, a later increase or decrease in percentage resulting from a
change in values or assets will not constitute a violation of such
restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interests of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Board members and officers of the Fund, together with information as
to their principal business occupations during at least the last five years, are
shown below. Each Board member who is deemed to be an "interested person" of
the Fund, as defined in the 1940 Act, is indicated by an asterisk.
Board Members of the Fund
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman
of the Board of various funds in the Dreyfus Family of Funds. He is
Chairman of the Board of Noel Group, Inc., a venture capital company;
and a director of the Muscular Dystrophy Association, HealthPlan
Services Corporation, Belding Heminway Company, Inc., Curtis
Industries, Inc., and Staffing Resources, Inc. For more than five
years prior to January 1995, he was President, a director and, until
August 1994, Chief Operating Officer of the Manager and Executive
Vice President and a director of Dreyfus Service Corporation, a
wholly-owned subsidiary of the Manager and, until August 24, 1994,
the Fund's distributor. From August 1994 to December 31, 1994, he
was a director of Mellon Bank Corporation. He is 52 years old and
his address is 200 Park Avenue, New York, New York 10166.
*DAVID W. BURKE, Board Member. Chairman of the Broadcasting Board of
Governors, an independent board within the United States Information
Agency, since August 1995. From August 1994 to August 1995, Mr.
Burke was a Consultant to the Manager, and from October 1990 to
August 1994, he was Vice President and Chief Administrative Officer
of the Manager. From 1977 to 1990, Mr. Burke was involved in the
management of national television news, as Vice President and
Executive Vice President of ABC News, and subsequently as President
of CBS News. He is 60 years old and his address is Box 654, Eastham,
Massachusetts 02642.
SAMUEL CHASE, Board Member. Since 1982, President of Samuel Chase &
Company, Ltd., an economic consulting firm. He is 64 years old and
his address is 10380 Springhill Road, Belgrade, Montana 59714.
GORDON J. DAVIS, Board Member. Since October 1994, a senior partner with
the law firm of LeBoeuf, Lamb, Greene & MacRae. From 1983 to
September 1994, Mr. Davis was a senior partner with the law firm of
Lord Day & Lord, Barrett Smith. From 1978 to 1983, he was
Commissioner of Parks and Recreation for the City of New York. He is
also a director of Consolidated Edison, a utility company, and
Phoenix Home Life Insurance Company and a member of various other
corporate and not-for-profit boards. He is 55 years old and his
address is 241 Central Park West, New York, New York 10023.
JONI EVANS, Board Member. Senior Vice President of the William Morris
Agency since September 1993. From September 1987 to May 1993,
Executive Vice President of Random House Inc. and, from January 1991
to May 1993, President and Publisher of Turtle Bay Books; from
January 1987 to December 1990, Publisher of Random House-Adult Trade
Division; from September 1985 to September 1987, President of Simon
and Schuster-Trade Division. She is 54 years old and her address is
1325 Avenue of the Americas, New York, New York 10019.
ARNOLD S. HIATT, Board Member. Chairman of The Stride Rite Foundation.
From 1969 to June 1992, Chairman of the Board, President or Chief
Executive Officer of The Stride Rite Corporation, a multi-divisional
footwear manufacturing and retailing company. Mr. Hiatt is also a
director of The Cabot Corporation. He is 69 years old and his
address is 400 Atlantic Avenue, Boston, Massachusetts 02110.
DAVID J. MAHONEY, Board Member. President of David Mahoney Ventures since
1983. From 1968 to 1983, he was Chairman and Chief Executive Officer
of Norton Simon Inc., a producer of consumer products and services.
Mr. Mahoney is also a director of Intracoastal Health Systems, Inc.
He is 73 years old and his address is 745 Fifth Avenue, Suite 700,
New York, New York 10151.
BURTON N. WALLACK, Board Member. President and co-owner of Wallack
Management Company, a real estate management company managing real
estate in the New York City area. He is 45 years old and his address
is 18 East 64th Street, New York, New York 10021.
For so long as the Fund's plan described in the section "Shareholder
Services Plan" remains in effect, the Board members of the Fund who are
not "interested persons" of the Fund, as defined in the 1940 Act, will be
selected and nominated by the Board members who are not "interested
persons" of the Fund.
The Fund typically pays its Board members an annual retainer and a
per meeting fee and reimburses them for their expenses. The Chairman of
the Board receives an additional 25% of such compensation. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee
of one-half the amount paid to them as Board members. The aggregate
amount of compensation paid by the Fund to each Board member for the
fiscal year ended May 31, 1996, and by all other funds in the Dreyfus
Family of Funds for which such person is a Board member (the number of
which is set forth in parenthesis next to each Board member's total
compensation) for the year ended December 31, 1995, were as follows:
Total Compensation
Aggregate From Fund and
Name of Board Compensation From Fund Complex
Member Fund* Paid to Board Member
- ---------------- ------------------- --------------------
Joseph S. DiMartino $8,750 $448,618 (94)
David W. Burke $7,000 $253,654 (51)
Samuel Chase $7,000 $ 54,250 (13)
Gordon J. Davis $7,000 $ 76,575 (24)
Joni Evans $6,500 $ 46,750 (13)
Arnold S. Hiatt $6,500 $ 50,500 (13)
David J. Mahoney $6,000 $ 47,250 (13)
Burton N. Wallack $7,000 $ 54,250 (13)
_____________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $6,667 for all Board members as a group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer and a director of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc. Prior to December 1991, she served
as Vice President and Controller, and later as Senior Vice President,
of The Boston Company Advisors, Inc. She is 38 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President
and General Counsel of the Distributor and an officer of other
investment companies advised or administered by the Manager. From
February 1992 to July 1994, he served as Counsel for The Boston
Company Advisors, Inc. From August 1990 to February 1992, he was
employed as an associate at Ropes & Gray. He is 32 years old.
RICHARD W. INGRAM, Vice President and Assistant Treasurer. Senior Vice
President and Director of Client Services and Treasury Operations of
Funds Distributor, Inc. and an officer of other investment companies
advised or administered by the Manager. From March 1994 to November
1995, he was Vice President and Division Manager for First Data
Investor Services Group. From 1989 to 1994, he was Vice President,
Assistant Treasurer and Tax Director - Mutual Funds of The Boston
Company, Inc. He is 40 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President
and Manager of Treasury Services and Administration of Funds
Distributor, Inc. and an officer of other investment companies
advised or administered by the Manager. From September 1989 to July
1994, she was an Assistant Vice President and Client Manager for The
Boston Company, Inc. She is 32 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Supervisor of
Treasury Services and Administration of Funds Distributor, Inc. and
an officer of other investment companies advised or administered by
the Manager. From April 1993 to January 1995, he was a Senior Fund
Accountant for Investors Bank & Trust Company. From December 1991 to
March 1993, he was employed as a Fund Accountant at The Boston
Company, Inc. He is 27 years old.
ELIZABETH A. BACHMAN, Vice President and Assistant Secretary. Assistant
Vice President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 26 years
old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer and Chief Financial Officer of the Distributor
and an officer of other investment companies advised or administered
by the Manager. From July 1988 to August 1994, he was employed by The
Boston Company, Inc. where he held various management positions in
the Corporate Finance and Treasury areas. He is 34 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
The Fund's Board members and officers, as a group, owned less than 1%
of the Fund's outstanding shares on August 1, 1996.
The following person is known by the Fund to be the holder of record
of 5% or more of the Fund's outstanding shares on August 1, 1996: Charles
Schwab & Co. Inc., Reinvest Account, Attn: Mutual Funds Dept., 101
Montgomery Street, San Francisco, California 94104-4122 (5.20%).
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated August 24, 1994 with the Fund, which is
subject to annual approval by (i) the Fund's Board or (ii) vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities
of the Fund, provided that in either event the continuance also is
approved by a majority of the Board members who are not "interested
persons" (as defined in the 1940 Act) of the Fund or the Manager, by vote
cast in person at a meeting called for the purpose of voting on such
approval. The Agreement was approved by shareholders on August 2, 1994,
and was last approved by the Fund's Board, including a majority of the
Board members who are not "interested persons" of any party to the
Agreement, at a meeting held on April 17, 1996. The Agreement is
terminable without penalty, on not more than 60 days' notice, by the
Fund's Board or by vote of the holders of a majority of the Fund's
outstanding voting shares, or, upon not less than 90 days' notice, by the
Manager. The Agreement will terminate automatically in the event of its
assignment (as defined in the 1940 Act).
The following persons are officers and/or directors of the Manager:
W. Keith Smith, Chairman of the Board; Christopher M. Condron, President,
Chief Executive Officer, 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 and a director; William
T. Sandalls, Jr., Senior Vice President and Chief Financial Officer;
Elie M. Genadry, Vice President--Institutional Sales; William F. Glavin,
Jr., Vice President--Corporate Development; Mark N. Jacobs, Vice
President, General Counsel and Secretary; Patrice M. Kozlowski, Vice
President--Corporate Communications; Mary Beth Leibig, Vice President--
Human Resources; Jeffrey N. Nachman, Vice President--Mutual Fund
Accounting; Andrew S. Wasser, Vice President--Information Systems; Elvira
Oslapas, Assistant Secretary; and Mandell L. Berman, Frank V. Cahouet,
Alvin E. Friedman, Lawrence M. Greene and Julian Smerling, directors.
The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the
Fund's Board. The Manager is responsible for investment decisions and
provides the Fund with portfolio managers who are authorized by the Fund's
Board to execute purchases and sales of securities. The Fund's portfolio
managers are A. Paul Disdier, Karen M. Hand, Stephen C. Kris, Richard J.
Moynihan, Jill C. Shaffro, L. Lawrence Troutman, Samuel J. Weinstock and
Monica S. Wieboldt. The Manager also maintains a research department with
a professional staff of portfolio managers and securities analysts who
provide research services for the Fund as well as for other funds advised
by the Manager. All purchases and sales are reported for the Board
members' review at the meeting subsequent to such transactions.
All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by the Manager. The
expenses borne by the Fund include: organizational costs, taxes,
interest, loan commitment fees and distributions paid on securities sold
short, brokerage fees and commissions, if any, fees of Board members who
are not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Manager, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory fees, charges
of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside auditing and legal
expenses, costs of independent pricing services, costs of maintaining
corporate existence, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), costs of
shareholders' reports and corporate meetings, costs of preparing and
printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders, and any
extraordinary expenses.
The Manager maintains office facilities on behalf of the Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
As compensation for the Manager's services, the Fund has agreed to
pay the Manager a monthly management fee at the annual rate of .60 of 1%
of the value of the Fund's average daily net assets. The management fees
paid to the Manager for the fiscal years ended May 31, 1994, 1995 and 1996
amounted to $10,646,104, $9,375,485 and $9,116,572, respectively, which
fees were reduced by $90,000 in each fiscal year pursuant to the terms of
the settlement of litigation which commenced October 15, 1988 and will
continue for 10 years from that date.
The Manager has agreed that if in any fiscal year the aggregate
expenses of the Fund, exclusive of taxes, brokerage fees, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the
management fee, exceed 1-1/2% of the average value of the Fund's net assets
for the fiscal year, the Fund may deduct from the payment to be made to
the Manager under the Agreement, or the Manager will bear, such excess
expense. Such deduction or payment, if any, will be estimated daily, and
reconciled and effected or paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
PURCHASE OF SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Shares."
The Distributor. The Distributor serves as the Fund's distributor on
a best efforts basis pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the other funds in the
Dreyfus Family of Funds and for certain other investment companies. In
some states, certain financial institutions effecting transactions in Fund
shares may be required to register as dealers pursuant to state law.
Transactions Through Securities Dealers. Fund shares may be
purchased and redeemed through securities dealers which may charge a
nominal transaction fee for such services. Some dealers will place Fund
shares in an account with their firm. Dealers also may require that the
customer not take physical delivery of stock certificates; the customer
not request redemption checks to be issued in the customer's name;
fractional shares not be purchased; monthly income distributions be taken
in cash; or other conditions.
There is no sales or service charge by the Fund or the Distributor
although investment dealers, banks and other institutions may make
reasonable charges to investors for their services. The services provided
and the applicable fees are established by each dealer or other
institution acting independently of the Fund. The Fund has been given to
understand that these fees may be charged for customer services including,
but not limited to: same day investment of client funds; same day access
to client funds; advice to customers about the status of their accounts,
yield currently being paid, or income earned to date; providing periodic
account statements showing security and money market positions; other
services available from the dealer, bank or other institution; and
assistance with inquiries related to their investments. Any such fees
will be deducted monthly from the investor's account, which on smaller
accounts could constitute a substantial portion of distributions. Small,
inactive long-term accounts involving monthly service charges may not be
in the best interest of investors. Investors should be aware that they
may purchase Fund shares directly from the Distributor without imposition
of any maintenance or service charges, other than those already described
herein.
Dreyfus TeleTransfer Privilege. Dreyfus TeleTransfer purchase orders
may be made at any time. Purchase orders received by 4:00 p.m., New York
time, on any business day that Dreyfus Transfer, Inc., the Fund's transfer
and dividend disbursing agent (the "Transfer Agent"), and the New York
Stock Exchange are open for business will be credited to the shareholder's
Fund account on the next bank business day following such purchase order.
Purchase orders made after 4:00 p.m., New York time, on any business day
the Transfer Agent and the New York Stock Exchange are open for business,
or orders made on Saturday, Sunday or any Fund holiday (e.g., when the New
York Stock Exchange is not open for business), will be credited to the
shareholder's Fund account on the second bank business day following such
purchase order. To qualify to use the Dreyfus TeleTransfer Privilege, the
initial payment for purchase of Fund shares must be drawn on, and
redemption proceeds paid to, the same bank and account as are designated
on the Account Application or Shareholder Services Form on file. If the
proceeds of a particular redemption are to be wired to an account at any
other bank, the request must be in writing and signature-guaranteed. See
"Redemption of Shares--Dreyfus TeleTransfer Privilege."
Reopening an Account. An investor may reopen an account with a
minimum investment of $100 without filing a new Account Application during
the calendar year the account is closed or during the following calendar
year, provided the information on the old Account Application is still
applicable.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services Plan."
The Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the Fund reimburses Dreyfus Service Corporation for
certain allocated expenses of providing personal services and/or
maintaining shareholder accounts. The services provided may include
personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder
accounts.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Fund's Board for its review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Fund's Board and by the
Board members who are not "interested persons" (as defined in the 1940
Act) of the Fund and have no direct or indirect financial interest in the
operation of the Plan, by vote cast in person at a meeting called for the
purpose of considering such amendments. The Plan is subject to annual
approval by such vote of the Board members cast in person at a meeting
called for the purpose of voting on the Plan. The Plan was so approved on
April 17, 1996. The Plan is terminable at any time by vote of a majority
of the Board members who are not "interested persons" and have no direct
or indirect financial interest in the operation of the Plan.
For the fiscal year ended May 31, 1996, $444,480 was chargeable to
the Fund under the Plan.
REDEMPTION OF SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Shares."
Check Redemption Privilege. An investor may indicate on the Account
Application, Shareholder Services Form or by later written request that
the Fund provide Redemption Checks ("Checks") drawn on the investor's Fund
account. Checks will be sent only to the registered owner(s) of the
account and only to the address of record. The Account Application or
later written request must be manually signed by the registered owner(s).
Checks may be made payable to the order of any person in an amount of $500
or more. When a Check is presented to the Transfer Agent for payment, the
Transfer Agent, as the investor's agent, will cause the Fund to redeem a
sufficient number of full or fractional shares in the investor's account
to cover the amount of the Check. Dividends are earned until the Check
clears. After clearance, a copy of the Check will be returned to the
investor. Investors generally will be subject to the same rules and
regulations that apply to checking accounts, although the election of this
Privilege creates only a shareholder-transfer agent relationship with the
Transfer Agent.
If the amount of the Check is greater than the value of the shares in
an investor's account, the Check will be returned marked insufficient
funds. Checks should not be used to close an account.
Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor, and reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Fund will initiate payment for shares redeemed pursuant to
this Privilege on the next business day after receipt by the Transfer
Agent of the redemption request in proper form. Redemption proceeds
($1,000 minimum) will be transferred by Federal Reserve wire only to the
commercial bank account specified by the investor on the Account
Application or Shareholder Services Form, or to a correspondent bank if
the investor's bank is not a member of the Federal Reserve System. Fees
ordinarily are imposed by such bank and usually are borne by the investor.
Immediate notification by the correspondent bank to the investor's bank is
necessary to avoid a delay in crediting the funds to the investor's bank
account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free. Investors should advise the operator that the
above transmittal code must be used and also should inform the operator of
the Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."
Dreyfus TeleTransfer Privilege. Investors should be aware that if
they have selected the Dreyfus TeleTransfer Privilege, any request for a
wire redemption will be effected as a Dreyfus TeleTransfer transaction
through the Automated Clearing House ("ACH") system unless more prompt
transmittal specifically is requested. Redemption proceeds will be on
deposit in the investor's account at an ACH member bank ordinarily two
business days after receipt of the redemption request. See "Purchase of
Shares--Dreyfus TeleTransfer Privilege."
Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing
agencies and savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities Transfer
Agents Medallion Program ("STAMP") and the Stock Exchanges Medallion
Program. Guarantees must be signed by an authorized signatory of the
guarantor and "Signature-Guaranteed" must appear with the signature. The
Transfer Agent may request additional documentation from corporations,
executors, administrators, trustees or guardians and may accept other
suitable verification arrangements from foreign investors, such as
consular verification. For more information with respect to signature-
guarantees, please call one of the telephone numbers listed on the cover.
Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of
the Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the proper approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Fund's Board reserves the right to make payments in whole or
in part in securities (which may include non-marketable securities) or
other assets of the Fund in case of an emergency or any time a cash
distribution would impair the liquidity of the Fund to the detriment of
the existing shareholders. In such event, the securities would be valued
in the same manner as the Fund's portfolio is valued. If the recipient
sold such securities, brokerage charges might be incurred.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund normally utilizes is
restricted, or when an emergency exists as determined by the Securities
and Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services."
Fund Exchanges. Shares of other funds purchased by exchange will be
purchased on the basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are offered without a
sales load will be made without a sales load.
B. Shares of funds purchased without a sales load may be
exchanged for shares of other funds sold with a sales load,
and the applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged
without a sales load for shares of other funds sold without
a sales load.
D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a
sales load and additional shares acquired through
reinvestment of dividends or distributions of any such funds
(collectively referred to herein as "Purchased Shares") may
be exchanged for shares of other funds sold with a sales
load (referred to herein as "Offered Shares"), provided
that, if the sales load applicable to the Offered Shares
exceeds the maximum sales load that could have been imposed
in connection with the Purchased Shares (at the time the
Purchased Shares were acquired), without giving effect to
any reduced loads, the difference will be deducted.
To accomplish an exchange under item D above, shareholders must
notify the Transfer Agent of their prior ownership of fund shares and
their account number.
To request an exchange, an investor must give exchange instructions
to the Transfer Agent in writing or by telephone. The ability to issue
exchange instructions by telephone is given to all Fund shareholders
automatically, unless the investor checks the applicable "No" box on the
Account Application, indicating that the investor specifically refuses
this privilege. By using the Telephone Exchange Privilege, the investor
authorizes the Transfer Agent to act on telephonic instructions from any
person representing himself or herself to be the investor, and reasonably
believed by the Transfer Agent to be genuine. Telephone exchanges may be
subject to limitations as to the amount involved or the number of
telephone exchanges permitted. Shares issued in certificate form are not
eligible for telephone exchange.
To establish a personal retirement plan by exchange, shares of the
fund being exchanged must have a value of at least the minimum initial
investment required for the fund into which the exchange is being made.
For Dreyfus-sponsored Keogh Plans, IRAs and IRAs set up under a Simplified
Employee Pension Plan ("SEP-IRAs") with only one participant, the minimum
initial investment is $750. To exchange shares held in corporate plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the minimum
initial investment is $100 if the plan has at least $2,500 invested among
the funds in the Dreyfus Family of Funds. To exchange shares held in
personal retirement plans, the shares exchanged must have a current value
of at least $100.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund,
shares of another fund in the Dreyfus Family of Funds. This Privilege is
available only for existing accounts. Shares will be exchanged on the
basis of relative net asset value as described above under "Fund
Exchanges." Enrollment in or modification or cancellation of this
Privilege is effective three business days following notification by the
investor. An investor will be notified if his account falls below the
amount designated under this Privilege. In this case, an investor's
account will fall to zero unless additional investments are made in excess
of the designated amount prior to the next Auto-Exchange transaction.
Shares held under IRA and other retirement plans are eligible for this
Privilege. Exchanges of IRA shares may be made between IRA accounts and
from regular accounts to IRA accounts, but not from IRA accounts to
regular accounts. With respect to all other retirement accounts,
exchanges may be made only among those accounts.
Fund Exchanges and the Dreyfus Auto-Exchange Privilege are available
to shareholders resident in any state in which shares of the fund being
acquired may legally be sold. Shares may be exchanged only between
accounts having identical names and other identifying designations.
Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. The Fund reserves the right to reject
any exchange request in whole or in part. The Fund Exchanges service or
the Dreyfus Auto-Exchange Privilege may be modified or terminated at any
time upon notice to shareholders.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a
specified dollar amount (minimum of $50) on either a monthly or quarterly
basis. Withdrawal payments are the proceeds from sales of Fund shares,
not the yield on the shares. If withdrawal payments exceed reinvested
dividends and distributions, the investor's shares will be reduced and
eventually may be depleted. Automatic Withdrawal may be terminated at any
time by the investor, the Fund or the Transfer Agent. Shares for which
certificates have been issued may not be redeemed through the Automatic
Withdrawal Plan.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows investors to
invest automatically their dividends or dividends and capital gain
distributions, if any, from the Fund in shares of another fund in the
Dreyfus Family of Funds of which the investor is a shareholder. Shares of
other funds purchased pursuant to this privilege will be purchased on the
basis of relative net asset value per share as follows:
A. Dividends and distributions paid by a fund may be invested
without imposition of a sales load in shares of other funds
that are offered without a sales load.
B. Dividends and distributions paid by a fund which does not
charge a sales load may be invested in shares of other funds
sold with a sales load, and the applicable sales load will
be deducted.
C. Dividends and distributions paid by a fund which charges a
sales load may be invested in shares of other funds sold
with a sales load (referred to herein as "Offered Shares"),
provided that, if the sales load applicable to the Offered
Shares exceeds the maximum sales load charged by the fund
from which dividends or distributions are being swept,
without giving effect to any reduced loads, the difference
will be deducted.
D. Dividends and distributions paid by a fund may be invested
in shares of other funds that impose a contingent deferred
sales charge ("CDSC") and the applicable CDSC, if any, will
be imposed upon redemption of such shares.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Shares."
Valuation of Portfolio Securities. The Fund's investments are valued
each business day by an independent pricing service (the "Service")
approved by the Fund's Board. When, in the judgment of the Service,
quoted bid prices for investments are readily available and are
representative of the bid side of the market, these investments are valued
at the mean between the quoted bid prices (as obtained by the Service from
dealers in such securities) and asked prices (as calculated by the Service
based upon its evaluation of the market for such securities). Other
investments (which constitute a majority of the portfolio securities) are
carried at fair value as determined by the Service, based on methods which
include consideration of: yields or prices of municipal bonds of
comparable quality, coupon, maturity and type; indications as to values
from dealers; and general market conditions. The Service may employ
electronic data processing techniques and/or a matrix system to determine
valuations. The Service's procedures are reviewed by the Fund's officers
under the general supervision of the Fund's Board. Expenses and fees,
including the management fee (reduced by the expense limitation, if any),
are accrued daily and are taken into account for the purpose of
determining the net asset value of Fund shares.
New York Stock Exchange Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Management believes that the Fund has qualified as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended
(the "Code"), for the fiscal year ended May 31, 1996 and the Fund intends
to continue to so qualify, if such qualification is in the best interests
of its shareholders. To qualify as a regulated investment company, the
Fund must distribute at least 90% of its net income (consisting of net
investment income from tax exempt obligations and net short-term capital
gains) to its shareholders, must derive less than 30% of its annual gross
income from gain on the sale of securities held for less than three
months, and must meet certain asset diversification and other
requirements. Accordingly, the Fund may be restricted in the selling of
securities held for less than three months. The term "regulated
investment company" does not imply the supervision of management or
investment practices or policies by any government agency.
The Code provides that if a shareholder has not held his Fund shares
for more than six months (or such shorter period as the Internal Revenue
Service may prescribe by regulation) and has received an exempt-interest
dividend with respect to such shares, any loss incurred on the sale of
such shares will be disallowed to the extent of the exempt-interest
dividend received. In addition, any dividend or distribution paid shortly
after an investor's purchase may have the effect of reducing the net asset
value of his shares below the cost of his investment. Such a distribution
would be a return on investment in an economic sense although taxable as
stated under "Dividends, Distributions and Taxes" in the Prospectus.
Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss. However, all or a portion of any
gains realized from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276 of
the Code. In addition, all or a portion of the gain realized from
engaging in "conversion transactions" may be treated as ordinary income
under Section 1258 of the Code. "Conversion transactions" are defined to
include certain forward, futures, option and "straddle" transactions,
transactions marketed or sold to produce capital gains, or transactions
described in Treasury regulations to be issued in the future.
Under Section 1256 of the Code, gain or loss realized by the Fund
from certain financial futures and options transactions will be treated as
60% long-term capital gain or loss and 40% short-term capital gain or
loss. Gain or loss will arise upon exercise or lapse of such futures and
options as well as from closing transactions. In addition, any such
futures or options remaining unexercised at the end of the Fund's taxable
year will be treated as sold for their then fair market value, resulting
in additional gain or loss to the Fund characterized in the manner
described above.
Offsetting positions held by the Fund involving certain financial
futures contracts or options transactions may be considered, for tax
purposes, to constitute "straddles." "Straddles" are defined to include
"offsetting positions" in actively traded personal property. The tax
treatment of "straddles" is governed by Sections 1092 and 1258 of the
Code, which, in certain circumstances, overrides or modifies the
provisions of Section 1256 of the Code. As such, all or a portion of any
short or long-term capital gain from certain "straddle" and/or conversion
transactions may be recharacterized as ordinary income.
If the Fund were treated as entering into "straddles" by reason of
its engaging in financial futures contracts or options transactions, such
"straddles" would be characterized as "mixed straddles" if the futures or
options comprising a part of such "straddles" were governed by
Section 1256 of the Code. The Fund may make one or more elections with
respect to "mixed straddles." If no election is made, to the extent the
straddle rules apply to positions established by the Fund, losses realized
by the Fund will be deferred to the extent of unrealized gain in any
offsetting positions. Moreover, as a result of the straddle and the
conversion transaction rules, short-term capital loss on straddle
positions may be recharacterized as long-term capital loss, and long-term
capital gain may be recharacterized as short-term capital gain or ordinary
income.
Investment by the Fund in securities issued at a discount or
providing for deferred interest or for payment of interest in the form of
additional obligations could, under special tax rules, affect the amount,
timing and character of distributions to shareholders. For example, the
Fund could be required to take into account annually a portion of the
discount (or deemed discount) at which such securities were issued and to
distribute such portion in order to maintain its qualification as a
regulated investment company. In such case, the Fund may have to dispose
of securities which it might otherwise have continued to hold in order to
generate cash to satisfy these distribution requirements.
PORTFOLIO TRANSACTIONS
Portfolio securities are purchased from and sold to parties acting as
either principal or agent. Newly-issued securities ordinarily are
purchased directly from the issuer or from an underwriter; other purchases
and sales usually are placed with those dealers from which it appears that
the best price or execution will be obtained. Usually no brokerage
commissions, as such, are paid by the Fund for such purchases and sales,
although the price paid usually includes an undisclosed compensation to
the dealer acting as agent. The prices paid to underwriters of
newly-issued securities usually include a concession paid by the issuer to
the underwriter, and purchases of after-market securities from dealers
ordinarily are executed at a price between the bid and asked price. No
brokerage commissions have been paid by the Fund to date.
Transactions are allocated to various dealers by the Fund's portfolio
managers in their best judgment. The primary consideration is prompt and
effective execution of orders at the most favorable price. Subject to
that primary consideration, dealers may be selected for research,
statistical or other services to enable the Manager to supplement its own
research and analysis with the views and information of other securities
firms.
Research services furnished by brokers through which the Fund effects
securities transactions may be used by the Manager in advising other funds
it advises and, conversely, research services furnished to the Manager by
brokers in connection with other funds the Manager advises may be used by
the Manager in advising the Fund. Although it is not possible to place a
dollar value on these services, it is the opinion of the Manager that the
receipt and study of such services should not reduce the expenses of its
research department. The amount of transactions during the fiscal year
ended May 31, 1996 in newly issued debt instruments in fixed price public
offerings directed to an underwriter or underwriters in consideration of,
among other things, research services provided, was $14,027,140.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Performance Information."
The Fund's current yield for the 30-day period ended May 31, 1996 was
4.99%. Current yield is computed pursuant to a formula which operates as
follows: the amount of the Fund's expenses accrued for the 30-day period
(net of reimbursements) is subtracted from the amount of the dividends and
interest earned (computed in accordance with regulatory requirements) by
the Fund during the period. That result is then divided by the product
of: (a) the average daily number of shares outstanding during the period
that were entitled to receive dividends and distributions, and (b) the net
asset value per share on the last day of the period less any undistributed
earned income per share reasonably expected to be declared as a dividend
shortly thereafter. The quotient is then added to 1, and that sum is
raised to the 6th power, after which 1 is subtracted. The current yield
is then arrived at by multiplying the result by 2.
Based upon a 1996 Federal personal income tax rate of 39.60%, the
Fund's tax equivalent yield for the 30-day period ended May 31, 1996 was
8.26%. Tax equivalent yield is computed by dividing that portion of the
current yield (calculated as described above) which is tax exempt by 1
minus a stated tax rate and adding the quotient to that portion, if any,
of the yield of the Fund that is not tax exempt.
The tax equivalent yield quoted above represents the application of
the highest Federal marginal personal tax rate presently in effect. The
tax equivalent figure, however, does not include the potential effect of
any state or local (including, but not limited to, county, district or
city) taxes, including applicable surcharges. In addition, there may be
pending legislation which could affect such stated tax rate or yield.
Each investor should consult its tax adviser, consider its own factual
circumstances and applicable tax laws, in order to ascertain the relevant
tax equivalent yield.
The Fund's average annual total return for the 1, 5 and 10 year
periods ended May 31, 1996 was 3.44%, 6.84% and 7.25%, respectively.
Average annual total return is calculated by determining the ending
redeemable value of an investment purchased with a hypothetical $1,000
payment made at the beginning of the period (assuming the reinvestment of
dividends and distributions), dividing by the amount of the initial
investment, taking the "n"th root of the quotient (where "n" is the number
of years in the period) and subtracting 1 from the result.
The Fund's total return for the period August 11, 1983 (commencement
of operations) through May 31, 1996 was 171.87%. Total return is
calculated by subtracting the amount of the Fund's net asset value per
share at the beginning of a stated period from the net asset value per
share at the end of the period (after giving effect to the reinvestment of
dividends and distributions during the period), and dividing the result by
the net asset value per share at the beginning of the period.
From time to time, the Fund may use hypothetical tax equivalent
yields or charts in its advertising. These hypothetical yields or charts
will be used for illustrative purposes only and are not indicative of the
Fund's past or future performance.
From time to time, advertising materials for the Fund may refer to or
discuss then-current or past economic conditions, developments and/or
events, actual or proposed tax legislation, or to statistical or other
information concerning trends relating to investment companies, as
compiled by industry associations such as the Investment Company
Institute. From time to time, advertising materials for the Fund also may
refer to Morningstar ratings and related analyses supporting such ratings.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "General
Information."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
non-assessable. Fund shares are of one class and have equal rights as to
dividends and in liquidation. Shares have no preemptive, subscription or
conversion rights and are freely transferable.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN,
COUNSEL AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's transfer
and dividend disbursing agent. Under a transfer agency agreement with the
Fund, the Transfer Agent arranges for the maintenance of shareholder
account records for the Fund, the handling of certain communications
between shareholders and the Fund and the payment of dividends and
distributions payable by the Fund. For these services, the Transfer Agent
receives a monthly fee computed on the basis of the number of shareholder
accounts it maintains for the Fund during the month, and is reimbursed for
certain out-of-pocket expenses. For the period December 1, 1995
(effective date of transfer agency agreement) through May 31, 1996, the
Fund paid the Transfer Agent $282,656. The Bank of New York, 90
Washington Street, New York, New York 10286, is the Fund's custodian.
Neither the Transfer Agent nor The Bank of New York has any part in
determining the investment policies of the Fund or which portfolio
securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance
of the shares being sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as independent auditors of the
Fund.
APPENDIX
Description of certain S&P, Moody's and Fitch ratings:
S&P
Municipal Bond Ratings
An S&P municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation.
The ratings are based on current information furnished by the issuer
or obtained by S&P from other sources it considers reliable, and will
include: (1) likelihood of default-capacity and willingness of the
obligor as to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation; (2) nature and provisions of
the obligation; and (3) protection afforded by, and relative position of,
the obligation in the event of bankruptcy, reorganization or other
arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.
AAA
Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
AA
Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in a small
degree.
A
Principal and interest payments on bonds in this category are
regarded as safe. This rating describes the third strongest capacity for
payment of debt service. It differs from the two higher ratings because:
General Obligation Bonds -- There is some weakness in the local
economic base, in debt burden, in the balance between revenues and
expenditures, or in quality of management. Under certain adverse
circumstances, any one such weakness might impair the ability of the
issuer to meet debt obligations at some future date.
Revenue Bonds -- Debt service coverage is good, but not exceptional.
Stability of the pledged revenues could show some variations because of
increased competition or economic influences on revenues. Basic security
provisions, while satisfactory, are less stringent. Management
performance appears adequate.
BBB
Of the investment grade, this is the lowest.
General Obligation Bonds -- Under certain adverse conditions, several
of the above factors could contribute to a lesser capacity for payment of
debt service. The difference between A and BBB rating is that the latter
shows more than one fundamental weakness, or one very substantial
fundamental weakness, whereas the former shows only one deficiency among
the factors considered.
Revenue Bonds -- Debt coverage is only fair. Stability of the
pledged revenues could show substantial variations with the revenue flow
possibly being subject to erosion over time. Basic security provisions
are no more than adequate. Management performance could be stronger.
BB, B, CCC, CC
Debt rated BB, B, CCC or CC is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and
repay principal. BB indicates the lowest degree of speculation and CC the
highest degree of speculation. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
BB
Debt rated BB has less near-term vulnerability to default than other
speculative grade debt. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payment.
B
Debt rated B has a greater vulnerability to default but presently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions would likely impair capacity or
willingness to pay interest and repay principal.
CCC
Debt rated CCC has a current identifiable vulnerability to default,
and is dependent upon favorable business, financial and economic
conditions to meet timely payments of principal. In the event of adverse
business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.
CC
The rating CC is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC rating.
C
The rating C typically is applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating.
D
Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.
S&P's letter ratings may be modified by the addition of a plus or
minus sign designation, which is used to show relative standing within the
major rating categories, except in the AAA (Prime Grade) category.
Municipal Note Ratings
SP-1
The issuers of these municipal notes exhibit very strong or strong
capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics are given a plus (+) sign
designation.
SP-2
The issuers of these municipal notes exhibit satisfactory capacity to
pay principal and interest.
Commercial Paper Ratings
The rating A is the highest rating and is assigned by S&P to issues
that are regarded as having the greatest capacity for timely payment.
Issues in this category are delineated with the numbers 1, 2 and 3 to
indicate the relative degree of safety. Paper rated A-1 indicates that
the degree of safety regarding timely payment is either overwhelming or
very strong. Those issues determined to possess overwhelming safety
characteristics are denoted with a plus (+) sign designation.
Moody's
Municipal Bond Ratings
Aaa
Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa
Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.
A
Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa
Bonds which are rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.
Ba
Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection
of interest and principal payments may be very moderate, and therefore not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B
Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
Caa
Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to
principal or interest.
Ca
Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.
C
Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category
and in the categories below B. The modifier 1 indicates a ranking for the
security in the higher end of a rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower
end of a rating category.
Municipal Note Ratings
Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG). Such ratings
recognize the difference between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower and short-term
cyclical elements are critical in short-term ratings, while other factors
of major importance in bond risk, long-term secular trends for example,
may be less important over the short run.
A short-term rating may also be assigned on an issue having a demand
feature. Such ratings will be designated as V-MIG or, if the demand
feature is not rated, as NR. Short-term ratings on issues with demand
features are differentiated by the use of the V-MIG symbol to reflect such
characteristics as payment upon periodic demand rather than fixed maturity
dates and payment relying on external liquidity. Additionally, investors
should be alert to the fact that the source of payment may be limited to
the external liquidity with no or limited legal recourse to the issuer in
the event the demand is not met.
Moody's short-term ratings are designated Moody's Investment Grade as
MIG 1 or V-MIG 1 through MIG 4 or V-MIG 4. As the name implies, when
Moody's assigns a MIG or V-MIG rating, all categories define an investment
grade situation.
MIG 1/V-MIG 1
This description denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.
MIG 2/V-MIG 2
This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.
Commercial Paper Rating
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity
for repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins
in earnings coverage of fixed financial charges and high internal cash
generation and well established access to a range of financial markets and
assured sources of alternate liquidity.
Issuers (or related supporting institutions) rated Prime-2 (P-2) have
a strong capacity for repayment of short-term promissory obligations.
This ordinarily will be evidenced by many of the characteristics cited
above but to a lesser degree. Earnings trends and coverage ratios, while
sound, will be more subject to variation. Capitalization characteristics,
while still appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.
Fitch
Municipal Bond Ratings
The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The
ratings take into consideration special features of the issue, its
relationship to other obligations of the issuer, the current financial
condition and operative performance of the issuer and of any guarantor, as
well as the political and economic environment that might affect the
issuer's future financial strength and credit quality.
AAA
Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability
to pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA
Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.
A
Bonds rated A are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal
is considered to be strong, but may be more vulnerable to adverse changes
in economic conditions and circumstances than bonds with higher ratings.
BBB
Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse changes in economic
conditions and circumstances, however, are more likely to have an adverse
impact on these bonds and, therefore, impair timely payment. The
likelihood that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.
BB
Bonds rated BB are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time by adverse
economic changes. However, business and financial alternatives can be
identified which could assist the obligor in satisfying its debt service
requirements.
B
Bonds rated B are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.
CCC
Bonds rated CCC have certain identifiable characteristics, which, if
not remedied, may lead to default. The ability to meet obligations
requires an advantageous business and economic environment.
CC
Bonds rated CC are minimally protected. Default payment of interest
and/or principal seems probable over time.
C
Bonds rated C are in imminent default in payment of interest or
principal.
DDD, DD and D
Bonds rated DDD, DD and D are in actual or imminent default of
interest and/or principal payments. Such bonds are extremely speculative
and should be valued on the basis of their ultimate recovery value in
liquidation or reorganization of the obligor. DDD represents the highest
potential for recovery on these bonds and D represents lowest potential
for recovery.
Plus (+) and minus (-) signs are used with a rating symbol to
indicate the relative position of a credit within the rating category.
Plus and minus signs, however, are not used in the AAA Category covering
12-36 months or the DDD, DD or D categories.
Short-Term Ratings
Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and
municipal and investment notes.
Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings
on the existence of liquidity necessary to meet the issuer's obligations
in a timely manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1
Very Strong Credit Quality. Issues assigned this rating reflect as
assurance of timely payment only slightly less in degree than issues rated
F-1+.
F-2
Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not
as great as the F-1+ and F-1 categories.
<TABLE>
<CAPTION>
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS-96.8% AMOUNT VALUE
________ ________
<S> <C> <C>
ALASKA-1.2%
Alaska Industrial Development and Export Authority, Revolving Fund:
7.80%, 4/1/2004......................................................... $ 6,360,000 $ 6,977,747
6.375%, 4/1/2008........................................................ 3,000,000 3,138,750
Anchorage, HR, Refunding (Sisters of Providence Project) 6.50%, 10/1/1999... 2,000,000 2,101,540
Anchorage, Electric Utility Revenue, Refunding:
6.50%, 12/1/2008 (Insured; MBIA)........................................ 2,755,000 3,026,588
6.50%, 12/1/2009 (Insured; MBIA)........................................ 2,910,000 3,189,127
ARIZONA-1.6%
Maricopa County Industrial Development Authority:
Hospital Facility Revenue (Samaritan Health Services)
7.15%, 12/1/2004 (Insured; MBIA)...................................... 9,835,000 11,244,454
Hospital Systems Revenue, Refunding (Baptist Hospital):
5.10%, 9/1/2004 (Insured; MBIA)....................................... 3,490,000 3,497,887
5.20%, 9/1/2005 (Insured; MBIA)....................................... 3,125,000 3,132,719
Mesa Industrial Development Authority, Industrial Revenue
(TRW Vehicle Safety Systems, Inc. Project) 7.25%, 10/15/2004............ 5,000,000 5,141,300
CALIFORNIA-6.0%
California Department of Veteran Affairs, Home Purchase Revenue 7.80%, 8/1/2001 5,000,000 5,353,150
California Health Facilities Financing Authority, Revenue, Refunding
(Sisters of Providence):
5%, 10/1/2007......................................................... 5,100,000 4,833,066
5%, 10/1/2008......................................................... 4,280,000 4,006,037
California Higher Education Loan Authority, Student Loan Revenue, Refunding:
6.40%, 12/1/2003........................................................ 6,000,000 6,339,540
6.50%, 6/1/2005......................................................... 5,500,000 5,749,755
California Public Works Board, LR (Community College Projects):
5.875%, 10/1/2008....................................................... 4,500,000 4,522,050
5.90%, 10/1/2009........................................................ 5,215,000 5,209,733
Los Angeles Department of Airports, Airport Revenue, Refunding
5.375%, 5/15/2007 (Insured; FGIC) (a)................................... 4,235,000 4,231,400
Los Angeles Department of Water and Power, Electric Plant Revenue, Refunding
5.125%, 11/15/2007...................................................... 7,000,000 6,846,280
Los Angeles Harbor Department, Revenue 6.40%, 8/1/2012...................... 5,420,000 5,596,638
Northern California Power Agency, Geothermal Project Number 3, Revenue,
Refunding
5.50%, 7/1/2005......................................................... 7,000,000 7,059,360
Riverside County Asset Leasing Corp., Leasehold Revenue
(Riverside County Hospital Project) 6%, 6/1/2003........................ 3,000,000 3,044,460
Sacramento Schools Insurance Authority, Revenue
(Workers Compensation Program) 5.75%, 6/1/2003.......................... 15,665,000 15,899,035
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
CALIFORNIA (CONTINUED)
Solano County, COP, Refunding (Justice Facility and Public Buildings Project)
5.875%, 10/1/2005....................................................... $ 10,000,000 $ 10,058,200
COLORADO-2.2%
Arapahoe County Capital Improvement Trust Fund,
Highway Revenue, Zero Coupon, 8/31/2008................................. 20,165,000 8,941,564
Denver City and County, Airport Revenue:
7.50%, 11/15/2002....................................................... 6,080,000 6,701,862
8.75%, 11/15/2005....................................................... 14,485,000 17,077,091
CONNECTICUT-2.6%
Connecticut:
5.50%, 3/15/2007........................................................ 7,905,000 7,994,880
5.50%, 3/15/2008........................................................ 4,000,000 4,017,600
5.70%, 3/15/2011........................................................ 20,115,000 20,202,701
Connecticut Housing Finance Authority, Housing Mortgage Finance Program
7.30%, 11/15/2003....................................................... 5,705,000 5,876,663
DELAWARE-.7%
Delaware River and Bay Authority, Delaware Authority Revenue 3.75%, 1/1/2004 11,370,000 10,481,093
DISTRICT OF COLUMBIA-.5%
Metropolitan Airports Authority, Virginia General Airport Revenue
5.75%, 10/1/2011 (Insured; MBIA)........................................ 7,250,000 7,111,960
FLORIDA-3.2%
Dade County, Aviation Revenue 5.90%, 10/1/2005 (Insured; AMBAC)............. 10,830,000 11,302,621
Dade County School Board, COP 5.375%, 5/1/2010 (Insured; AMBAC)............. 5,775,000 5,625,774
Dade County School District, Refunding 4.50%, 7/15/2008 (Insured; MBIA)..... 10,000,000 9,004,000
Florida School Boards Association, LR (Orange County School Board Project)
6.25%, 7/1/2005 (Insured; AMBAC)........................................ 3,250,000 3,343,860
Greater Orlando Aviation Authority, Airport Facilities Revenue 6.40%, 10/1/2004 8,940,000 9,585,826
Indian Trace Community Development District, Water and Sewer Revenue
8.50%, 4/1/1997......................................................... 542,000 557,279
Palm Beach County, Solid Waste IDR (Okeelanta Power L.P. Project)
6.50%, 2/15/2009........................................................ 3,600,000 3,555,216
Sarasota County School Board Financing Corp., LR, Refunding
5%, 7/1/2008 (Insured; MBIA)............................................ 4,200,000 3,996,594
GEORGIA-.2%
Appling County Development Authority, PCR (Power Co. Plant Hatch Project)
5%, 9/1/2005 (Insured; AMBAC)........................................... 3,000,000 2,963,730
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
HAWAII-.2%
Hawaii, Airports Systems Revenue 7.50%, 7/1/2005 (Insured; FGIC)............ $ 3,000,000 $ 3,275,610
ILLINOIS-5.5%
Chicago O'Hare International Airport, Special Facility Revenue
Refunding (International Terminal):
7.50%, 1/1/2005 (Prerefunded 1/1/2000) (b)............................ 905,000 999,627
7.50%, 1/1/2005....................................................... 1,895,000 2,057,174
Chicago Public Buildings Commission, Building Revenue
5.25%, 12/1/2003 (Insured; MBIA)........................................ 5,000,000 5,072,700
Hoffman Estates, Tax Increment Revenue
7.50%, 11/15/2003 (LOC; Union Bank of Switzerland) (c).................. 5,145,000 5,471,399
Illinois:
5.60%, 6/1/2001......................................................... 1,000,000 1,033,400
Sales Tax Revenue:
5%, 6/15/2009......................................................... 4,370,000 4,100,677
5%, 6/15/2010......................................................... 4,610,000 4,281,999
Illinois Development Finance Authority, Community Rehabilitation
(Providers Facility Acquisition) 8.25%, 9/1/2000........................ 4,655,000 4,915,866
Illinois Educational Facilities Authority, Revenue, Refunding
(Illinois Institute of Technology) 6.60%, 12/1/2009..................... 2,665,000 2,722,671
Illinois Health Facilities Authority, Revenue:
(Catholic Health Co. Addolorata Project) 7.625%, 7/1/1999............... 1,150,000 1,231,845
(Central Dupage Health Wyndemere Retirement Community)
6.125%, 11/1/2007 (Insured; MBIA)..................................... 4,400,000 4,565,044
(Ingalls Memorial Hospital Project) 7%, 1/1/2005 (Prerefunded 1/1/2000) (b) 6,000,000 6,558,840
(Refunding - Evangelical Hospitals) 6.75%, 4/15/2007.................... 3,090,000 3,201,116
(Refunding - Westlake Community Hospital):
7.625%, 1/1/1999...................................................... 2,210,000 2,337,959
7.75%, 1/1/2004....................................................... 5,450,000 5,795,203
(Southern Illinois Hospital Services) 6.50%, 3/1/2007 (Insured; MBIA)... 4,000,000 4,284,760
(Swedish American Hospital)
7.30%, 4/1/2007 (Insured; AMBAC, Prerefunded 4/1/2000) (b)............ 4,000,000 4,433,040
Normal, EDR, Refunding (Dayton - Hudson Corp. Project) 6.75%, 11/1/2001..... 3,400,000 3,596,214
Robbins, RRR (Robbins Resource Recovery Partners) 8.75%, 10/15/2005......... 15,000,000 14,100,000
INDIANA-5.1%
Boonville Junior High School Building Corp., First Mortgage Revenue,
Refunding
6.80%, 7/1/2005......................................................... 3,100,000 3,358,726
Brownsburg School Building Corp., First Mortgage:
5.80%, 8/1/2008 (Insured; CGIC)......................................... $ 2,650,000 $ 2,695,315
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
INDIANA (CONTINUED)
Brownsburg School Building Corp., First Mortgage (continued):
5.90%, 8/1/2009 (Insured; CGIC)......................................... $ 2,895,000 $ 2,951,655
East Chicago Elementary School Building Corp., Refunding
(First Mortgage) 6.25%, 7/5/2008........................................ 2,000,000 2,061,520
Indiana Bond Bank (Special Hospital Program Hendricks) 6.90%, 4/1/2006...... 3,000,000 3,227,970
Indiana Health Facility Financing Authority, HR (Lafayette Home Hospital
Project)
5.75%, 8/1/2008......................................................... 3,000,000 3,000,750
Indiana Municipal Power Agency, Power Supply Systems Revenue, Refunding
5.70%, 1/1/2006 (Insured; MBIA) (a)..................................... 8,400,000 8,667,960
Indiana Transportation Finance Authority, Airport Facilities LR (United Air)
6.50%, 11/1/2007........................................................ 5,250,000 5,557,965
Indianapolis Local Public Improvement Bond Bank, Refunding:
6.20%, 2/1/2003......................................................... 2,100,000 2,214,429
6.30%, 2/1/2004......................................................... 2,800,000 2,972,480
6.40%, 2/1/2005......................................................... 3,000,000 3,200,910
6.50%, 1/1/2011 (Insured; FSA).......................................... 6,415,000 6,981,508
Knox County Hospital Association, LR 5.65%, 7/1/2008 (Insured; MBIA)........ 4,150,000 4,169,920
Logansport School Building Corp. (First Mortgage)
7.30%, 1/15/2007 (Prerefunded 1/15/2000) (b)............................ 4,750,000 5,241,388
North Montgomery Elementary School Building Corp., Refunding (First Mortgage)
6.50%, 7/1/2006......................................................... 5,665,000 6,188,106
Plymouth, Multi-School Building Corp., Refunding
(First Mortgage-Plymouth Community School) 5.50%, 7/1/2005 (Insured; MBIA) 3,000,000 3,061,080
Purdue University, University Revenue (Purdue University Dormitory System)
6.90%, 7/1/2006 (Insured; AMBAC, Prerefunded 7/1/2001) (b).............. 4,075,000 4,526,429
Westfield, High School Building Corp. (First Mortgage)
5.45%, 7/15/2009 (Insured; AMBAC)....................................... 5,000,000 4,900,600
IOWA-1.0%
Ames, HR (Mary Greeley Medical Center Project) 6.25%, 8/15/2006 (Insured; AMBAC) 4,320,000 4,582,440
Council Bluffs, IDR, Refunding (Cargill, Inc. Project) 7%, 3/1/2007......... 4,400,000 4,778,224
Iowa Student Loan Liquidity Corp., Student Loan Revenue
6.65%, 3/1/2003 (Insured; AMBAC)........................................ 4,900,000 5,259,268
KENTUCKY-2.0%
Kenton County Airport Board, Airport Revenue
(Cincinnati/Northern Kentucky International):
5.50%, 3/1/2006 (Insured; MBIA)....................................... 2,930,000 2,925,341
5.625%, 3/1/2008 (Insured; MBIA)...................................... 3,645,000 3,609,170
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
KENTUCKY (CONTINUED)
Kentucky Property and Buildings Commission, Revenue, Refunding (Project Number 55):
6.25%, 9/1/2007......................................................... $ 9,100,000 $ 9,828,637
6%, 9/1/2008............................................................ 12,770,000 13,372,999
LOUISIANA-3.5%
Louisiana, Refunding 6%, 8/1/2002 (d)....................................... 20,000,000 21,113,600
Louisiana Correctional Facilities Corp., LR:
5.55%, 12/15/2002....................................................... 14,000,000 14,432,460
5.60%, 12/15/2003....................................................... 5,600,000 5,773,320
Louisiana Public Facilities Authority, Revenue:
8.20%, 11/15/2012 (e)................................................... 4,430,000 4,701,205
8.20%, 11/15/2012 (Prerefunded 11/15/2002) (b,e)........................ 3,635,000 4,110,167
(Louisiana Association of Independent Colleges and Universities) 6.50%, 12/1/2002 2,155,000 2,222,796
MAINE-.8%
Maine Educational Loan Marketing Corp., Student Loan Revenue:
5.85%, 11/1/2002........................................................ 7,000,000 7,176,190
Refunding 6.90%, 11/1/2003.............................................. 5,000,000 5,342,900
MASSACHUSETTS-3.7%
Boston Industrial Development Financing Authority, Sewage Facility Revenue
(Harbor Electric Energy Project) 7.10%, 5/15/2002....................... 4,615,000 4,733,282
Massachusetts Commonwealth, Refunding 6.40%, 8/1/2003....................... 3,175,000 3,442,684
Massachusetts Housing Finance Agency, Housing Revenue:
Refunding 5.85%, 12/1/2010 (Insured; MBIA) (a).......................... 9,330,000 9,360,976
Refunding (Rental):
6.30%, 7/1/2007 (Insured; AMBAC)...................................... 3,190,000 3,332,593
6.35%, 7/1/2008 (Insured; AMBAC)...................................... 3,425,000 3,567,103
6.40%, 7/1/2009 (Insured; AMBAC)...................................... 3,740,000 3,877,482
Single Family 6.10%, 12/1/2010.......................................... 9,695,000 9,787,781
New England Educational Loan Marketing Corp., Student Loan Revenue, Refunding
5.625%, 7/1/2004........................................................ 16,350,000 16,417,525
MICHIGAN-4.8%
Detroit, Self-Insurance 5.60%, 5/1/2001..................................... 5,260,000 5,288,877
Greater Detroit Resource Recovery Authority, Revenue, Refunding:
6.25%, 12/13/2007 (Insured; AMBAC)...................................... 5,000,000 5,290,700
6.25%, Series A, 12/13/2008 (Insured; AMBAC)............................ 5,000,000 5,262,100
6.25%, Series B, 12/13/2008 (Insured; AMBAC)............................ 7,755,000 8,161,517
Kent Hospital Finance Authority, Hospital Facility Revenue, Refunding
(Blodgett Memorial Medical Center) 7%, 7/1/2001......................... 2,500,000 2,659,625
Michigan Building Authority, Revenue 6.50%, 10/1/2005....................... 8,440,000 9,070,890
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
MICHIGAN (CONTINUED)
Michigan Hospital Finance Authority, Revenue, Refunding:
(Genesys Health System) 8.10%, 10/1/2013................................ $ 10,000,000 $ 10,862,700
(McLaren Obligated Group):
5.10%, 10/15/2005..................................................... 2,355,000 2,244,127
7%, 9/15/2007 (Prerefunded 9/15/2000) (b)............................. 3,670,000 4,057,992
7.375%, 9/15/2008 (Prerefunded 9/15/2001) (b)......................... 6,925,000 7,866,731
Michigan Strategic Fund, SWDR (Genesee Power Station Project) 7.125%, 1/1/2006 7,500,000 7,724,850
Wayne State University, University Revenues, Refunding
5.40%, 11/15/2006 (Insured; AMBAC)...................................... 3,105,000 3,146,328
MISSISSIPPI-.4%
Adams County, PCR (International Paper Co. Project) 5.625%, 11/15/2006...... 5,150,000 5,289,411
MISSOURI-2.7%
Phelps City Industrial Development Authority, Industrial Revenue, Refunding
(Excel Corp. Project) 7%, 12/1/2000..................................... 4,500,000 4,828,365
Saint Louis, Airport Improvement Revenue, Refunding
(Lambert - Saint Louis International Airport) 6%, 7/1/2005 (Insured; FGIC) 9,675,000 10,095,669
Saint Louis Municipal Finance Corp., Leasehold Revenue, Refunding:
5.375%, 7/15/2003 (LOC; Sanwa Bank) (c)................................. 5,075,000 5,002,478
5.50%, 7/15/2004 (LOC; Sanwa Bank) (c).................................. 6,835,000 6,733,569
5.85%, 7/15/2009 (LOC; Sanwa Bank) (c).................................. 13,310,000 13,111,548
NEBRASKA-.2%
Albion, IDR, Refunding (Cargill, Inc. Project) 7%, 12/1/2000................ 2,600,000 2,789,722
NEVADA-2.3%
Clark County, Passenger Facility Charge Revenue
(Las Vegas McCarran International Airport):
5.95%, 7/1/2005 (Insured; AMBAC)...................................... 6,365,000 6,683,314
5.80%, 7/1/2009 (Insured; MBIA)....................................... 4,250,000 4,262,155
Clark County School District:
6%, 6/15/2007 (Insured; FGIC)........................................... 11,020,000 11,540,805
5.70%, 6/15/2009 (Insured; MBIA)........................................ 10,825,000 10,935,956
NEW HAMPSHIRE-.4%
New Hampshire Higher Educational and Health Facilities Authority, Revenue,
Refunding
(Catholic Medical Center) 8%, 7/1/2004.................................. 5,215,000 5,607,950
NEW JERSEY-2.0%
Mercer County Improvement Authority, Solid Waste Revenue, Refunding
(Resources Recovery Project) 6.50%, 4/1/2007 (Insured; FGIC)............ 7,620,000 7,660,386
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
NEW JERSEY (CONTINUED)
New Jersey Economic Development Authority, Revenue:
Clara Maass Health System 5%, 7/1/2009 (Insured; FSA)................... $ 5,805,000 $5,425,934
Waste Paper Recycling (Marcal Paper Mills, Inc. Project):
5.75%, 2/1/2004....................................................... 2,815,000 2,809,567
8.50%, 2/1/2010....................................................... 2,930,000 3,254,615
New Jersey Health Care Facilities Financing Authority, Revenue
(Kimball Medical Center) 8%, 7/1/1998................................... 4,525,000 4,748,128
Orange Township 6.60%, 2/1/2007............................................. 5,600,000 6,036,520
NEW MEXICO-1.6%
New Mexico Educational Assistance Foundation, Student Loan Revenue:
6.60%, 3/1/2005......................................................... 10,980,000 11,365,508
6.70%, 3/1/2006......................................................... 9,910,000 10,315,121
Santa Fe, Utility Revenue, Refunding 5.35%, 6/1/2011(Insured; AMBAC)........ 2,250,000 2,169,338
NEW YORK-8.2%
Metropolitan Transportation Authority, Service Contract, Refunding,
Commuter Facilities Revenue 6.70%, 7/1/2003............................. 2,835,000 2,979,642
New York City:
4.75%, 8/15/1998........................................................ 20,000,000 20,073,400
7.30%, 2/1/2001......................................................... 5,000,000 5,367,600
7.50%, 2/1/2001......................................................... 3,000,000 3,244,950
6%, 2/15/2009........................................................... 8,500,000 8,271,095
6.375%, 8/15/2009....................................................... 25,000,000 25,086,250
New York City Industrial Development Agency, IDR
7.625%, 11/1/2009 (LOC; Algemene Bank Nederland) (c).................... 2,060,000 2,083,690
New York City Municipal Assistance Corp., Refunding 5.50%, 7/1/2000........ 10,000,000 10,310,500
New York State Dormitory Authority, Revenues, Department of Health:
5.50, 7/1/2010.......................................................... 2,000,000 1,859,000
5.625, 7/1/2011......................................................... 3,240,000 3,028,849
New York State Energy Research and Development Authority, Service Contract
Revenue,
Refunding (Western New York Nuclear Service Center) 5.20%, 4/1/2002..... 5,085,000 5,175,411
New York State Environmental Facilities Corp., PCR (State Water Revolving
Fund)
3.90%, 2/15/2000........................................................ 5,190,000 5,032,328
New York State Mortgage Agency, Homeowner Mortgage Revenue 5.75%, 10/1/2010. 3,000,000 3,001,950
New York State Urban Development Corp., Revenue, Refunding
(Correctional Facilities) 5.625%, 1/1/2007.............................. 20,170,000 19,521,333
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
NEW YORK (CONTINUED)
Triborough Bridge and Tunnel Authority, General Purpose Revenue, Refunding
6.75%, 1/1/2009......................................................... $ 5,100,000 $ 5,670,690
NORTH CAROLINA-.4%
North Carolina Eastern Municipal Power Agency Number 1, Catawba Electric
Revenue,
Refunding 6%, 1/1/2004................................................. 2,000,000 2,063,720
Northampton County Industrial Facilities and Pollution Control Financing
Authority,
SWDR 8.05%, 11/1/2004................................................... 3,000,000 3,255,150
OHIO-.9%
Cincinnati Student Loan Funding Corp., Student Loan Revenue, Refunding
7.20%, 8/1/2003......................................................... 4,635,000 4,922,741
Franklin County, HR, Refunding (Holy Cross Health Systems):
5%, 6/1/2003............................................................ 2,650,000 2,647,668
5.10%, 6/1/2004......................................................... 2,790,000 2,787,294
5.20%, 6/1/2005......................................................... 2,930,000 2,926,865
OKLAHOMA-1.1%
Tulsa Airports Improvement Trust, General Revenue, Refunding
(Tulsa International Airport) 6.125%, 6/1/1999.......................... 4,995,000 5,193,451
Tulsa Industrial Authority, HR, Refunding (Saint John Medical Center)
5.375%, 2/15/2011....................................................... 12,000,000 11,481,720
OREGON-.7%
Klamath Falls, Electric Revenue (Salt Caves Hydroelectric) 4.50%, 5/1/2023.. 10,000,000 10,010,200
PENNSYLVANIA-8.4%
Dauphin County General Authority, Revenue 5%, 6/1/2026 (Insured; AMBAC)..... 4,750,000 4,825,762
Delaware County Healthcare Authority, Revenue, Refunding (Mercy Health Corp.)
6%, 11/15/2007.......................................................... 7,250,000 7,051,132
Lehigh County General Purpose Authority, Revenue (Wiley House):
8.65%, 11/1/2004........................................................ 4,665,000 4,783,351
9.375%, 11/1/2006....................................................... 7,070,000 7,508,552
Pennsylvania, Refunding 5.375%, 11/15/2004 (Insured; FGIC) (d).............. 14,575,000 14,942,727
Pennsylvania Economic Development Financing Authority, RRR
(Northampton Generating):
6.40%, 1/1/2009....................................................... 10,500,000 10,184,895
Refunding 6.75%, 1/1/2007............................................. 7,000,000 7,036,190
Pennsylvania Higher Educational Facilities Authority, Health Sevices Revenue
(University of Pennsylvania):
5.60%, Series A, 1/1/2010............................................. 10,000,000 9,901,100
5.60%, Series B, 1/1/2010............................................. 4,350,000 4,306,979
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
PENNSYLVANIA (CONTINUED)
Philadelphia Hospitals and Higher Education Facilities Authority, Revenue
(Community Mental Health/Retardation) 8.875%, 6/15/2009................. $ 13,290,000 $ 14,187,341
Pittsburgh, Refunding 5%, 3/1/2008 (Insured; FGIC) (a)...................... 18,150,000 17,287,694
Schuylkill County Industrial Development Authority, RRR, Refunding
(Schuylkill Energy Resource, Inc.) 6.50%, 1/1/2010...................... 10,690,000 10,533,178
Scranton-Lackawanna Health and Welfare Authority, Hospital Facilities Revenue
(Mercy Health Systems):
6.90%, 1/1/2003 (Insured; MBIA)....................................... 3,075,000 3,300,644
6.90%, 1/1/2004 (Insured; MBIA)....................................... 4,330,000 4,647,735
7.25%, 6/15/2005 (Insured; MBIA, Prerefunded 6/15/2000) (b)........... 4,020,000 4,454,160
RHODE ISLAND-.9%
Rhode Island Convention Center Authority, Revenue, Refunding
4.90%, 5/15/2004 (Insured; MBIA, Prerefunded 10/15/2001) (b)............ 5,000,000 4,922,650
Rhode Island Housing and Mortgage Finance Corp.:
(Homeownership Opportunity) 7.30%, 10/1/2008............................ 4,820,000 4,992,074
(Refunding-Rental Housing Program):
5.65%, 10/1/2007...................................................... 2,175,000 2,176,305
5.65%, 10/1/2008...................................................... 1,350,000 1,345,140
SOUTH CAROLINA-1.5%
Charleston County, Hospital Facilities Improvement Revenue, Refunding
(Medical Society Health Project) 5.50%, 10/1/2005 (Insured; MBIA)....... 7,945,000 8,110,018
Oconee County , PCR, Refunding (Engelhard Corp. Project) 5.375%, 5/1/2006 (d) 6,000,000 5,912,340
Piedmont Municipal Power Agency, Electric Revenue, Refunding
6.25%, 1/1/2004 (Insured; FGIC)......................................... 4,050,000 4,341,924
York County, PCR (Bowater, Inc. Project) 7.625%, 3/1/2006................... 2,900,000 3,266,038
SOUTH DAKOTA-.5%
South Dakota Student Loan Finance Corp., Student Loan Revenue, Refunding
6.45%, 8/1/2006......................................................... 6,705,000 6,862,299
TENNESSEE-1.1%
Gatlinburg, COP (Gatlinburg Convention Center) 8.75%, 12/1/1997............. 380,000 405,711
Shelby County, Refunding:
5.25%, 4/1/2006......................................................... 4,410,000 4,418,070
5.375%, 4/1/2007........................................................ 5,140,000 5,162,976
Sullivan County Health Educational and Housing Facilities,
Board Revenue (Holston Valley Health Care Project)
7.125%, 2/15/2005 (Insured; MBIA, Prerefunded 2/15/2000) (b)............ 5,585,000 6,143,221
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
TEXAS-7.2%
Austin, Airport System Revenue 5.625%, 11/15/2007 (Insured; MBIA)........... $ 8,000,000 $ 8,019,840
Bell County Health Facilities Development Corp., Revenue
(Scott and White Memorial Hospital) 7.40%, 9/1/1999..................... 2,985,000 3,182,040
Ennis, IDC, Revenue, Refunding (Cargill Inc., Project) 6.15%, 11/1/2003..... 2,450,000 2,541,263
Gulf Coast Waste Disposal Authority, SWDR, Refunding
(Quaker Oats Co. Project) 5.70%, 5/1/2006............................... 7,210,000 7,312,094
Harris County Hospital District, Mortgage Revenue, Refunding
7.50%, 2/15/2003 (Insured; AMBAC)....................................... 7,000,000 7,922,040
Houston, Hotel Occupancy Tax Revenue:
7%, 7/1/2003 (Insured; FGIC)............................................ 4,400,000 4,837,008
7%, 7/1/2004 (Insured; FGIC)............................................ 1,525,000 1,676,463
North Central Health Facility Development Corp., Revenue 7.94%, 5/15/2008 (e) 13,000,000 14,094,340
North Texas Higher Education Authority, Student Loan Revenue:
7%, Series B, 4/1/2002 (Insured; AMBAC)................................. 4,250,000 4,439,125
7%, Series E, 4/1/2002 (Insured; AMBAC)................................. 4,250,000 4,439,125
Port Houston Authority, Harris County Improvement:
5.50%, 10/1/2007........................................................ 2,600,000 2,576,028
5.50%, 10/1/2008........................................................ 2,600,000 2,551,900
5.50%, 10/1/2009........................................................ 2,600,000 2,525,692
5.50%, 10/1/2010........................................................ 2,600,000 2,502,526
5.50%, 10/1/2011........................................................ 2,600,000 2,485,678
Rio Grande Consolidated Independent School District, Public Facilities, LR
6.40%, 7/15/2003........................................................ 4,000,000 3,890,720
Rio Grande Valley Health Facilities Development Corp., HR, Refunding
(Valley Baptist Medical Center) 6.25%, 8/1/2006......................... 5,100,000 5,474,289
South Texas Higher Education Authority, Student Loan Revenue, Refunding
5.30%, 12/1/2003........................................................ 5,350,000 5,222,135
Tarrant County Health Facilities Development Corp., Health Systems Revenue
(Harris Methodist Health Systems) 6%, 9/1/2010.......................... 7,725,000 7,750,570
Texas, Veterans Housing Assistance Fund:
6.40%, 6/1/2006......................................................... 140,000 138,174
6.50%, 6/1/2007......................................................... 195,000 191,703
6.60%, 6/1/2008......................................................... 225,000 220,736
6.70%, 6/1/2009......................................................... 250,000 245,922
Texas State College, Student Loan:
6%, 8/1/2005............................................................ 2,130,000 2,244,871
6%, 8/1/2006............................................................ 2,500,000 2,625,950
5.70%, 8/1/2008......................................................... 5,345,000 5,259,427
Texas Water Resources Financing Authority, Revenue 7.30%, 8/15/1998......... 2,525,000 2,655,896
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
UTAH-3.3%
Carbon County, SWDR:
(Refunding - Sunnyside Cogeneration Project) 9%, 7/1/2006............... $ 9,750,000 $ 8,135,302
(Sunnyside Cogeneration Association) 7.50%, 7/1/2007.................... 7,000,000 5,437,740
Intermountain Power Agency, Power Supply Revenue, Special Obligation
6.50%, 7/1/2010 (Insured; MBIA)......................................... 5,200,000 5,648,812
Salt Lake County Municipal Building Authority, LR
5.90%, 10/1/2006 (Insured; MBIA)........................................ 4,260,000 4,437,983
Utah Board of Regents, Student Loan Revenue:
6.25%, 11/1/2003 (Insured; AMBAC)....................................... 3,000,000 3,146,520
7.05%, 11/1/2003 (Insured; AMBAC)....................................... 5,000,000 5,364,750
6.35%, 11/1/2004 (Insured; AMBAC)....................................... 3,000,000 3,161,520
6.45%, 11/1/2005 (Insured; AMBAC)....................................... 3,000,000 3,134,310
5.70%, 11/1/2007........................................................ 5,750,000 5,776,680
5.75%, 11/1/2008........................................................ 4,750,000 4,754,845
VIRGINIA-1.4%
Big Stone Gap Redevelopment and Housing Authority, Correctional Facility LR
(Wallens Ridge Development Project) 6%, 9/1/2007........................ 4,000,000 4,194,840
Fairfax County Economic Development Authority, Educational Facilities Revenue
(George Mason University Educational Foundation):
6.50%, 11/15/2002..................................................... 2,000,000 2,051,720
6.95%, 11/15/2002..................................................... 5,360,000 5,649,494
Virginia Housing Development Authority, Commonwealth Mortgage:
6.05%, 1/1/2004......................................................... 4,400,000 4,531,956
6.15%, 1/1/2005......................................................... 4,400,000 4,552,900
WASHINGTON-4.5%
Chelan County Public Utility District Number 1, Consolidated Revenue
(Chelan Hydroelectric) 7.55%, 7/1/2062.................................. 6,515,000 7,009,163
Clark County Public Utility District Number 1, Electric Revenue, Refunding:
6.10%, 1/1/2002 (Insured; FGIC)......................................... 2,015,000 2,133,280
6.30%, 1/1/2004 (Insured; FGIC)......................................... 3,160,000 3,365,274
King & Snohomish Counties, School District No. 417 Northshore, Refunding
5.50%, 12/1/2007 (Insured; FGIC)........................................ 4,860,000 4,919,924
Port Seattle, Revenue 6.50%, 11/1/2005...................................... 3,000,000 3,221,100
Washington Health Care Facilities Authority, Revenue:
(Childrens Hospital and Medical Center) 6.125%, 10/1/2007 (Insured; FGIC) (a) 4,000,000 4,148,720
(Refunding-Sisters of Providence) 5%, 10/1/2007 (Insured; AMBAC)........ 5,500,000 5,229,840
(Refunding - Yakima Valley Memorial Hospital) 7.875%, 1/1/2003.......... 3,300,000 3,556,806
Washington Housing Finance Commission, SFMR
6.85%, 7/1/2011 (Insured: FNMA, GNMA)................................... 4,445,000 4,612,086
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
LONG-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
WASHINGTON (CONTINUED)
Washington Public Power Supply Systems, Revenue, Refunding:
(Nuclear Project Number 1):
7.70%, 7/1/2002....................................................... $ 16,745,000 $ 18,690,769
6.60%, 7/1/2004....................................................... 2,500,000 2,645,875
(Nuclear Project Number 2) 7.25%, 7/1/2006.............................. 6,000,000 6,637,440
WISCONSIN-2.3%
Carlton, PCR, Refunding (Wisconsin Public Service Corp.) 6.125%, 10/1/2005.. 5,000,000 5,431,200
Milwaukee County 5.30%, 12/1/2005........................................... 3,000,000 3,022,110
Wisconsin Health and Educational Facilities Authority, Revenue:
(Aurora Medical Group, Inc.) 6% 11/15/2011 (Insured; FSA)............... 3,500,000 3,549,245
Refunding:
(Luther Hospital Project) 6.125%, 11/15/2006.......................... 3,500,000 3,663,065
(Wheaton Franciscan Services, Inc.):
6%, 8/15/2006 (Insured; MBIA)..................................... 3,555,000 3,723,187
6%, 8/15/2007 (Insured; MBIA)..................................... 3,780,000 3,966,845
6.50%, 8/15/2007 (Insured; MBIA).................................. 3,000,000 3,183,510
Wisconsin Housing and Economic Development Authority, Housing Revenue
5.30%, 11/1/2006........................................................ 7,075,000 6,864,307
_______
TOTAL LONG-TERM MUNICIPAL INVESTMENTS (cost $1,392,578,864)................. $1,429,188,000
=======
SHORT-TERM MUNICIPAL INVESTMENTS-3.2%
ARIZONA-.3%
Arizona Educational Loan Marketing Corp., Educational Loan Revenue, VRDN
3.75%, 12/1/2008 (f).................................................... $ 5,000,000 $ 5,000,000
DELAWARE-.5%
Delaware Economic Development Authority, Gas Facilities Revenue
(Delmarva Power & Light) VRDN 3.90% (f)................................. 6,900,000 6,900,000
IOWA-1.7%
Iowa Finance Authority, SWDR (Cedar River Paper Co. Project) VRDN
3.75% (LOC; Swiss Bank Corp.) (c,f)..................................... 25,000,000 25,000,000
MASSACHUSETTS-.1%
Massachusetts Health & Educational Facilities Authority, Revenue
(Saint Elizabeths) VRDN 3.58% (Insured; FSA) (f)........................ 2,000,000 2,000,000
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1996
PRINCIPAL
SHORT-TERM MUNICIPAL INVESTMENTS (CONTINUED) AMOUNT VALUE
________ ________
MICHIGAN-.6%
Monroe County Economic Development Corp., LOR, Refunding (Detroit Edison)
VRDN 3.60% (LOC; Barclays Bank of New York) (c,f)....................... $ 9,000,000 $ 9,000,000
_______
TOTAL SHORT-TERM MUNICIPAL INVESTMENTS (cost $47,896,950)................... $ 47,900,000
=======
TOTAL INVESTMENTS-100.0%
(cost $1,440,475,814)................................................... $1,477,088,000
=======
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF ABBREVIATIONS
<S> <C> <C> <C>
AMBAC American Municipal Bond Assurance Corporation LOC Letter of Credit
CGIC Capital Guaranty Insurance Company LOR Limited Obligation Revenue
COP Certificate of Participation LR Lease Revenue
EDR Economic Development Revenue MBIA Municipal Bond Investors Assurance
FGIC Financial Guaranty Insurance Company Insurance Corporation
FNMA Federal National Mortgage Association PCR Pollution Control Revenue
FSA Financial Security Assurance RRR Resources Recovery Revenue
GNMA Government National Mortgage Association SFMR Single Family Mortgage Revenue
HR Hospital Revenue SWDR Solid Waste Disposal Revenue
IDC Industrial Development Corporation VRDN Variable Rate Demand Notes
IDR Industrial Development Revenue
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF COMBINED RATINGS (UNAUDITED)
FITCH (G) OR MOODY'S OR STANDARD & POOR'S PERCENTAGE OF VALUE
- -------- ------- ------------------ -------------------
<S> <C> <S> <C>
AAA Aaa AAA 40.2%
AA Aa AA 20.2
A A A 19.0
BBB Baa BBB 8.8
F1 MIG1, VMIG1 & P1 SP1, A1 3.8
Not Rated (h) Not Rated (h) Not Rated (h) 8.0
___
100.0%
====
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Wholly held by the custodian in a segregated account as collateral
for delayed-delivery or when-issued securities.
(b) Bonds which are prerefunded are collateralized by U.S. Government
securities which are held in escrow and are used to pay principal and
interest on the municipal issue and to retire the bonds in full at the
earliest refunding date.
(c) Secured by letters of credit.
(d) Purchased on a delayed-delivery or when-issued basis.
(e) Inverse floater security-the interest rate is subject to change
periodically.
(f) Securities payable on demand. The interest rate, which is subject to
change, is based upon bank prime rates or an index of market interest
rates.
(g) Fitch currently provides creditworthiness information for a limited
number of investments.
(h) Securities which, while not rated by Fitch, Moody's or Standard &
Poor's, have been determined by the Manager to be of comparable quality
to those rated securities in which the Fund may invest.
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF ASSETS OF LIABILITIES MAY 31, 1996
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $1,440,475,814)-see statement.................................. $1,477,088,000
Interest receivable..................................................... 24,716,579
Receivable for investment securities sold............................... 8,883,316
Receivable for subscriptions to Common Stock............................ 79,599
Prepaid expenses........................................................ 54,261
_______
1,510,821,755
LIABILITIES:
Due to The Dreyfus Corporation and subsidiaries......................... $ 834,112
Payable for investment securities purchased............................. 42,252,828
Payable for Common Stock redeemed....................................... 23,179
Accrued expenses and other liabilities.................................. 371,376
_____
43,481,495
_______
NET ASSETS.................................................................. $1,467,340,260
=======
REPRESENTED BY:
Paid-in capital......................................................... $1,423,850,476
Accumulated undistributed net realized gain on investments.............. 6,877,598
Accumulated net unrealized appreciation on investments-Note 3........... 36,612,186
_______
NET ASSETS at value applicable to 106,744,294 shares outstanding
(300 million shares of $.01 par value Common Stock authorized).......... $1,467,340,260
=======
NET ASSET VALUE, offering and redemption price per share
($1,467,340,260 / 106,744,294 shares)................................... $13.75
=======
See notes to financial statements.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF OPERATIONS YEAR ENDED MAY 31, 1996
INVESTMENT INCOME:
INTEREST INCOME......................................................... $ 90,029,614
EXPENSES:
Management fee-Note 2(a).............................................. $ 9,116,572
Shareholder servicing costs-Note 2(b)................................. 1,305,040
Custodian fees........................................................ 108,491
Prospectus and shareholders' reports.................................. 92,663
Registration fees..................................................... 71,320
Professional fees..................................................... 66,699
Directors' fees and expenses-Note 2(c)................................ 57,942
Miscellaneous......................................................... 80,240
______
TOTAL EXPENSES.................................................... 10,898,967
______
INVESTMENT INCOME-NET............................................. 79,130,647
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
Net realized gain on investments-Note 3................................. $ 11,398,825
Net unrealized (depreciation) on investments............................ (36,784,906)
______
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS................. (25,386,081)
______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $ 53,744,566
======
See notes to financial statements.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED MAY 31,
--------------------------------------
1996 1995
_______ _______
OPERATIONS:
Investment income-net................................................... $ 79,130,647 $ 87,005,538
Net realized gain (loss) on investments................................. 11,398,825 (1,725,706)
Net unrealized appreciation (depreciation) on investments for the year.. (36,784,906) 22,832,163
_______ _______
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. 53,744,566 108,111,995
_______ _______
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net................................................... (79,130,647) (87,005,538)
Net realized gain on investments........................................ (2,766,133) (7,204,563)
_______ _______
TOTAL DIVIDENDS....................................................... (81,896,780) (94,210,101)
_______ _______
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 692,235,889 744,924,662
Dividends reinvested.................................................... 60,507,179 69,793,688
Cost of shares redeemed................................................. (826,761,167) (983,235,669)
_______ _______
(DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.............. (74,018,099) (168,517,319)
_______ _______
TOTAL (DECREASE) IN NET ASSETS.................................... (102,170,313) (154,615,425)
NET ASSETS:
Beginning of year....................................................... 1,569,510,573 1,724,125,998
_______ _______
End of year............................................................. $1,467,340,260 $1,569,510,573
======= =======
SHARES SHARES
_______ _______
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 49,389,916 55,011,010
Shares issued for dividends reinvested.................................. 4,311,276 5,153,303
Shares redeemed......................................................... (58,922,345) (72,735,921)
_______ _______
NET (DECREASE) IN SHARES OUTSTANDING.................................. (5,221,153) (12,571,608)
======= =======
</TABLE>
See notes to financial statements.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to Page 3 of the Prospectus dated September 3, 1996.
See notes to financial statements.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Intermediate Municipal Bond Fund, Inc. (the "Fund") is registered
under the Investment Company Act of 1940 ("Act") as a diversified open-end
management investment company. The Fund's investment objective is to provide
the maximum amount of current income exempt from Federal income tax as is
consistent with the preservation of capital. The Dreyfus Corporation
("Manager") serves as the Fund's investment adviser. The Manager is a direct
subsidiary of Mellon Bank, N.A. Premier Mutual Fund Services, Inc. (the
"Distributor") acts as the distributor of the Fund's shares, which are sold
to the public without a sales charge.
(A) PORTFOLIO VALUATION: The Fund's investments are valued each business
day by an independent pricing service ("Service") approved by the Board of
Directors. Investments for which quoted bid prices are readily available and
are representative of the bid side of the market in the judgment of the
Service are valued at the mean between the quoted bid prices (as obtained by
the Service from dealers in such securities) and asked prices (as calculated
by the Service based upon its evaluation of the market for such securities).
Other investments (which constitute a majority of the portfolio securities)
are carried at fair value as determined by the Service, based on methods
which include consideration of: yields or prices of municipal securities of
comparable quality, coupon, maturity and type; indications as to values from
dealers; and general market conditions.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Interest
income, adjusted for amortization of premiums and original issue discounts on
investments, is earned from settlement date and recognized on the accrual
basis. Securities purchased or sold on a when-issued or delayed-delivery
basis may be settled a month or more after the trade date.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid monthly.
Dividends from net realized capital gain are normally declared and paid
annually, but the Fund may make distributions on a more frequent basis to
comply with the distribution requirements of the Internal Revenue Code. To
the extent that net realized capital gain can be offset by capital loss
carryovers, if any, it is the policy of the Fund not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, which can distribute tax exempt
dividends, by complying with the applicable provisions of the Internal
Revenue Code, and to make distributions of income and net realized capital
gain sufficient to relieve it from substantially all Federal income and
excise taxes.
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .60 of 1% of the value
of the Fund's average daily net assets and is payable monthly. However,
pursuant to the court approved settlement of previously disclosed litigation,
commencing October 15, 1988 the Manager has agreed to make payments to the
Fund for 10 years, ranging from $0 to $1 million per year depending upon
average daily net assets of the Fund. The management fee for the year ended
May 31, 1996 was reduced by $90,000 pursuant to the settlement of litigation.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, brokerage, interest
on borrowings and extraordinary expenses, exceed the expense limitation of
any state having jurisdiction over the Fund for any full fiscal year. The
most stringent state expense limitation applicable to the Fund presently
requires reimbursement of expenses in any full fiscal year that such expenses
(exclusive of certain expenses as described above) exceed 21\2% of the first
$30 million, 2% of the next $70 million and 11\2% of the excess over $100
million of the average value of the Fund's net assets in accordance with
California "blue sky" regulations. There was no expense reimbursement for the
year ended May 31, 1996.
(B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation, a wholly-owned subsidiary of the Manager, an
amount not to exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for certain allocated expenses of providing personal
services and/or maintaining shareholder accounts. The services provided may
include personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder accounts.
During the year ended May 31, 1996, the Fund was charged an aggregate of
$444,480 pursuant to the Shareholder Services Plan.
Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc.,
a wholly-owned subsidiary of the Manager, under a transfer agency agreement
for providing personnel and facilities to perform transfer agency services
for the Fund. Such compensation amounted to $282,656 for the period from
December 1, 1995 through May 31, 1996.
(C) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $4,500 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.
NOTE 3-SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales of investment securities,
excluding short-term securities, during the year ended May 31, 1996, amounted
to $716,030,164 and $780,096,457, respectively.
At May 31, 1996, accumulated net unrealized appreciation on investments
was $36,612,186, consisting of $48,336,870 gross unrealized appreciation and
$11,724,684 gross unrealized depreciation.
At May 31, 1996, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see
the Statement of Investments).
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
We have audited the accompanying statement of assets and liabilities of
Dreyfus Intermediate Municipal Bond Fund, Inc., including the statement of
investments, as of May 31, 1996, and the related statement of operations for
the year then ended, the statement of changes in net assets for each of the
two years in the period then ended, and financial highlights for each of the
years indicated therein. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of May 31, 1996 by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Intermediate Municipal Bond Fund, Inc. at May 31, 1996,
the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial
highlights for each of the indicated years, in conformity with generally
accepted accounting principles.
[Ernst and Young LLP signature logo]
New York, New York
July 1, 1996
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for the ten fiscal years
ended May 31, 1996.
Included in Part B of the Registration Statement:
Statement of Investments--May 31, 1996.
Statement of Assets and Liabilities--May 31, 1996.
Statement of Operations--year ended May 31, 1996.
Statement of Changes in Net Assets--for each of the
years ended May 31, 1995 and 1996.
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent Auditors, dated
July 1, 1996.
All Schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1)(a) Registrant's Articles of Incorporation are incorporated by
reference to Exhibit (1)(a) of Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A, filed on August 11, 1995.
(1)(b) Registrant's Articles of Amendment are incorporated by reference
to Exhibit (1)(b) of Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A, filed on August 11, 1995.
(2) Registrant's By-Laws are incorporated by reference to Exhibit (2)
of Post-Effective Amendment No. 17 to the Registration Statement
on Form N-1A, filed on August 11, 1995.
(4) Specimen certificate for the Registrant's securities is
incorporated by reference to Exhibit (4) of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A, filed
on July 15, 1983.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Post-Effective Amendment No. 17 to the Registration Statement
on Form N-1A, filed on August 11, 1995.
(6) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 17 to the Registration Statement
on Form N-1A, filed on August 11, 1995.
(8)(a) Amended and Restated Custody Agreement is incorporated by
reference to Exhibit (8)(a) of Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A, filed on August 11, 1995.
(8)(b) Sub-Custodian Agreements.
(10) Opinion and consent of counsel.
(11) Consent of Independent Auditors.
(15) Shareholder Services Plan is incorporated by reference to Exhibit
(15) of Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A, filed on August 11, 1995.
(16) Schedules of Computation of Performance Data are incorporated by
reference to Exhibit 16 of Post-Effective Amendment No. 15 to the
Registration Statement on Form N-1A filed on July 24, 1995.
(17) Financial Data Schedule.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of Joseph S. DiMartino, David W.
Burke, Samuel Chase, Gordon J. Davis, Joni Evans, Arnold
S. Hiatt, David J. Maloney and Burton N. Wallack,
Directors; also for Marie E. Connolly, President and
Treasurer of the Fund.
(b) Certificate of Assistant Secretary is incorporated by
reference to Other Exhibit (b) of Post-Effective Amendment
No. 17 to the Registration Statement on Form N-1A, filed
on August 11, 1995.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of August 1, 1996
______________ _____________________________
Common Stock 31,893
(Par value $.01)
Item 27. Indemnification
_______ _______________
Reference is made to Article SEVENTH of the Registrant's Articles
of Incorporation. The application of these provisions is limited by
Article VIII of the Registrant's By-Laws, and by the following undertaking
set forth in the rules promulgated by the Securities and Exchange
Commission:
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by
a trustee, officer or controlling person of the
registration in the successful defense of any action,
Item 27. Indemnification (continued)
_______ ___________________________
suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
such Act and will be governed by the final adjudication of such
issue.
Reference is also made to the Distribution Agreement, which is
incorporated by reference to Exhibit (6) of Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A, filed
on August 11, 1995.
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, is a registered broker-dealer. Dreyfus Management,
Inc., another wholly-owned subsidiary, provides investment
management services to various pension plans, institutions and
individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation****;
Mellon Bank, N.A.****
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and Member of the Executive
Committee of Avnet, Inc.**
LAWRENCE M. GREENE None
Director
JULIAN M. SMERLING None
Director
W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company*****;
Vice Chairman of the Board:
Mellon Bank Corporation****;
Mellon Bank, N.A.****;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation****;
Executive Officer, The Boston Company*****;
Chief Operating Deputy Director:
Officer and a Mellon Trust****;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.*****;
President:
Boston Safe Deposit and Trust
Company*****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive
and a Director Officer:
Kleinwort Benson Investment Management
Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.***;
Director:
Dreyfus America Fund
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company*****;
Laurel Capital Advisors****;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.****;
Boston Safe Deposit and Trust
Company*****;
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903
Director:
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization, Inc.***;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund
Vice President and Director:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Vice President:
The Dreyfus Trust Company++
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.***;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Acquisition Corporation, Inc.*;
The Truepenny Corporation+
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
*** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ The address of the business so indicated is Atrium Building,
80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Capital Value Fund, Inc.
14) Dreyfus Cash Management
15) Dreyfus Cash Management Plus, Inc.
16) Dreyfus Connecticut Intermediate Municipal Bond Fund
17) Dreyfus Connecticut Municipal Money Market Fund, Inc.
18) Dreyfus Florida Intermediate Municipal Bond Fund
19) Dreyfus Florida Municipal Money Market Fund
20) The Dreyfus Fund Incorporated
21) Dreyfus Global Bond Fund, Inc.
22) Dreyfus Global Growth Fund
23) Dreyfus GNMA Fund, Inc.
24) Dreyfus Government Cash Management
25) Dreyfus Growth and Income Fund, Inc.
26) Dreyfus Growth and Value Funds, Inc.
27) Dreyfus Growth Opportunity Fund, Inc.
28) Dreyfus Income Funds
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) Dreyfus Stock Index Fund, Inc.
38) Dreyfus LifeTime Portfolios, Inc.
39) Dreyfus Liquid Assets, Inc.
40) Dreyfus Massachusetts Intermediate Municipal Bond Fund
41) Dreyfus Massachusetts Municipal Money Market Fund
42) Dreyfus Massachusetts Tax Exempt Bond Fund
43) Dreyfus Michigan Municipal Money Market Fund, Inc.
44) Dreyfus MidCap Index Fund
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Insured Tax Exempt Bond Fund
54) Dreyfus New York Municipal Cash Management
55) Dreyfus New York Tax Exempt Bond Fund, Inc.
56) Dreyfus New York Tax Exempt Intermediate Bond Fund
57) Dreyfus New York Tax Exempt Money Market Fund
58) Dreyfus Ohio Municipal Money Market Fund, Inc.
59) Dreyfus 100% U.S. Treasury Intermediate Term Fund
60) Dreyfus 100% U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus 100% U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Short-Intermediate Government Fund
66) Dreyfus Short-Intermediate Municipal Bond Fund
67) Dreyfus Investment Grade Bond Funds, Inc.
68) The Dreyfus Socially Responsible Growth Fund, Inc.
69) Dreyfus Tax Exempt Cash Management
70) The Dreyfus Third Century Fund, Inc.
71) Dreyfus Treasury Cash Management
72) Dreyfus Treasury Prime Cash Management
73) Dreyfus Variable Investment Fund
74) Dreyfus Worldwide Dollar Money Market Fund, Inc.
75) General California Municipal Bond Fund, Inc.
76) General California Municipal Money Market Fund
77) General Government Securities Money Market Fund, Inc.
78) General Money Market Fund, Inc.
79) General Municipal Bond Fund, Inc.
80) General Municipal Money Market Fund, Inc.
81) General New York Municipal Bond Fund, Inc.
82) General New York Municipal Money Market Fund
83) Dreyfus S&P 500 Index Fund
84) Premier Insured Municipal Bond Fund
85) Premier California Municipal Bond Fund
86) Premier Equity Funds, Inc.
87) Premier Global Investing, Inc.
88) Premier GNMA Fund
89) Premier Growth Fund, Inc.
90) Premier Municipal Bond Fund
91) Premier New York Municipal Bond Fund
92) Premier State Municipal Bond Fund
93) Premier Strategic Growth Fund
94) Premier Value Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Vice President
and Chief Financial Officer and Assistant
Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Roy M. Moura+ First Vice President None
Dale F. Lampe+ Vice President None
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Elizabeth A. Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a Board member or Board members when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares and in connection with such
meeting to comply with the provisions of Section 16(c) of the
Investment Company Act of 1940 relating to shareholder
communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.
SIGNATURES
---------------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 29th day of August, 1996.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
BY: /s/Marie E. Connolly*
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
__________________________ _______________________________ ________
/s/Marie E. Connolly* President and Treasurer 8/29/96
Marie E Connolly (Principal Executive, Financial
and Accounting Officer)
/s/David W. Burke* Board Member 8/29/96
David W. Burke
/s/Samuel Chase* Board Member 8/29/96
Samuel Chase
/s/Gordon J. Davis* Board Member 8/29/96
Gordon J. Davis
/s/Joseph S. DiMartino* Chairman of the Board 8/29/96
Joseph S. DiMartino
/s/Joni Evans* Board Member 8/29/96
Joni Evans
/s/Arnold S. Hiatt* Board Member 8/29/96
Arnold S. Hiatt
/s/David J. Mahoney* Board Member 8/29/96
David J. Mahoney
/s/Burton N. Wallack* Board Member 8/29/96
Burton N. Wallack
*BY:
Elizabeth A. Bachman
Attorney-in-Fact
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
EXHIBIT INDEX
Financial Statements and Exhibits
Item 24(b)
(8)(b) Sub-Custodian Agreements
(10) Opinion and Consent of Counsel
(11) Consent of Independent Auditors
(17) Financial Data Schedule
Other Exhibits
Item 24
(a) Powers of Attorney
EXHIBIT 8(b)(1)
Dreyfus Intermediate Tax Exempt Bond Fund, Inc.
Sub-Custodian Agreement
The Bank of New York, a New York Trust Company having
its principal place of business at 48 Wall Street, New York, New
York 10005 (hereinafter called "BONY"), hereby appoints Irving
Trust Company, a New York banking corporation, having its
principal place of business at One Wall Street, New York, New
York 10015, (hereinafter called the "Sub-Custodian") to serve as
Sub-Custodian and to hold such securities as BONY may designate
on behalf of and upon the instructions of any entity listed on
Exhibit A attached hereto, as amended from time to time
(collectively the "Funds" and each a "Fund"), for which BONY is
custodian, subject to the terms and conditions set forth herein.
1. Representation by Sub-Custodian.
The Sub-Custodian hereby represents that it is
qualified to act as custodian for a registered investment
company under the Investment Company Act of 1940, as amended,
and that it has aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than
$25,000,000. The Sub-Custodian further represents that the
interpretive advice from the Securities and Exchange Commission,
dated March 8, 1985, regarding the permissibility of investment
companies maintaining securities of the type described in
paragraph 2 hereof in the book-entry system established by the
Custody Agreement (defined in paragraph 12 hereof), a copy of
which has been furnished to BONY, has not been withdrawn or
modified. The Sub-Custodian will advise BONY promptly in the
event it receives notice of the withdrawal or modification of
said interpretive advice.
2. Custodial Services.
The Sub-Custodian shall hold in an account securities
registered in the name of the Sub-Custodian's nominee (the
"Account") and owned by the Funds. Such securities shall be
designated by BONY upon instructions of the Funds and shall
consist of bonds of any issue that (a) are tax exempt, (b)
incorporate a daily adjustable interest rate that is convertible
to interest rates determinable on a variable or a fixed rate
basis, (c) entitle the owners of such securities to have such
securities purchased on a daily basis or at certain other
specified times and (d) require the services of a custodian to
establish a book-entry system similar to that set forth in the
Custody Agreement. Such securities may be commingled with
securities held by the Sub-Custodian in other Sub-Custodial
Accounts or with other securities held in a fiduciary or
custodial capacity but shall be physically segregated from all
securities held in the Sub-Custodian's individual capacity or
for its account. Subject to paragraph 12 hereof, the
Sub-Custodian shall release and deliver such securities only
upon receipt of instructions from BONY.
The Sub-Custodian shall collect on a timely basis, and
credit to each Fund's Sub-Custodial Account, all income and
other payments with respect to securities held under this
Agreement to which such Fund is entitled by law and shall notify
BONY promptly of any income or other payments that are not
collected as they become payable. Payments of income are to be
made by wire advice to the account of each Fund as specified on
Exhibit A.
The Sub-Custodian shall at no time supervise the
investment of, or advise or make any recommendations for the
sale, purchase or other disposition of securities held under
this Agreement. All purchases and sales transactions shall be
carried out by the Sub-Custodian only as BONY may instruct
pursuant to paragraph 3 hereof.
3. Instructions.
Subject to paragraph 12 hereof, instructions furnished
by BONY to the Sub-Custodian with respect to securities held by
the Sub-Custodian under this Agreement shall be signed by such
officer or officers of BONY as are authorized from time to time
by BONY; provided, however, that the Sub-Custodian is authorized
to accept and act upon orders from BONY, whether given orally,
by telephone or otherwise, which the Sub-Custodian reasonably
believes to be given by an authorized person. BONY shall
confirm such orders in writing. The Sub-Custodian shall have no
authority to select any broker or similar agent used to effect
the purchase and sale of securities.
4. Ownership Certificates for Tax Purposes.
The Sub-Custodian shall execute, as Custodian (defined
in paragraph 12 hereof), any necessary declarations or
certificates of ownership required under any tax law now or
hereafter in effect.
5. Reports by Sub-Custodian's Independent Public
Accountants.
The Sub-Custodian shall provide BONY, upon request,
with any quarterly or annual reports prepared in the normal
course of the business of the Sub-Custodian by the
Sub-Custodian's independent public accountants on the accounting
system, internal accounting controls and procedures for
safeguarding securities relating to the services provided by the
Sub-Custodian under this Agreement.
6. Compensation of Sub-Custodian.
The Sub-Custodian shall be entitled to reasonable
compensation for its services and expenses as Sub-Custodian, as
agreed upon in writing from time to time by and between the
Sub-Custodian and BONY; provided, however, that the Sub-
Custodian shall in no event acquire any lien upon any securities
held under this Agreement, or any moneys received with respect
thereto, or any claim against the Funds by reason of the failure
of BONY to pay any such compensation.
7. Liability; Indemnification.
(a) The Sub-Custodian shall, for the benefit of
BONY and the Funds, use the same care with respect to the
receiving, safekeeping, handling and delivering of securities
held under this Agreement as it uses in respect of its own
similar securities, but it need not maintain any special
insurance for the benefit of BONY or the Funds. The Sub-
Custodian shall not be liable for any action taken or thing
done by it in carrying out the terms and provisions of this
Agreement if done in good faith and without negligence or
misconduct on the Sub-Custodian's part or on the part of its
employees. BONY shall not be liable for any action taken or
thing done by it in carrying out the terms and provisions of
this Agreement if done in good faith and without negligence
or misconduct on BONY's part or on the part of its employees.
(b) BONY agrees to be responsible for and
indemnify the Sub-Custodian and any nominee in whose name
securities under this Agreement are registered from and against
all losses, liability, claims and demands incurred by the
Sub-Custodian in connection with actions taken hereunder and any
expenses, taxes or other charges which it is required to pay in
connection therewith, other than any liabilities and expenses
arising out of the Sub-Custodian's bad faith, wilful misconduct
or negligence. The Sub-Custodian agrees to indemnify BONY
against, and hold it harmless from and against all losses,
liability, claims and demands that it may incur in connection
with this Agreement, and any expenses, taxes or other charges
which it is required to pay in connection therewith, that arise
out of the Sub-Custodian's bad faith, wilful misconduct or
negligence.
8. Effective Period, Termination and Amendment.
(a) This Agreement shall become effective as of its
execution and shall continue in full force and effect until
terminated as hereinafter provided. This Agreement may be
terminated by either party by an instrument in writing delivered
or mailed, postage prepaid to the other party, such termination
to take effect not sooner than thirty (30) days after the date
of such delivery or mailing; provided, however, that BONY may
immediately terminate this Agreement in the event of the
appointment of a conservator or receiver for the Sub-Custodian
by the Federal Reserve Board or upon the happening of a like
event at the direction of an appropriate regulatory agency or
court of competent jurisdiction.
Upon termination of this Agreement, the Sub-Custodian
shall promptly deliver to BONY in person or by registered mail
all property then held by the Sub-Custodian under this
Agreement.
(b) This Agreement may be amended at any time by
mutual agreement of the parties hereto; provided, however, that
this Agreement shall not be amended or terminated in
contravention of any applicable federal or state regulations, or
any provision of the custodial agreements entered into between
BONY and the separate Funds; and provided, further, that no such
amendment shall be effective as to any Fund unless BONY confirms
that it has received such Fund's consent to such amendment.
9. Interpretive and Additional Provisions.
In connection with the operation of this Agreement,
the Sub-Custodian and BONY may from time to time agree in
writing on such provisions interpretive of or in addition to the
provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement, which shall
be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or
state regulations or any provision of the custodian agreements
entered into between BONY and the separate Funds. No
interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this
Agreement.
10. New York Law to Apply.
This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the
State of New York.
11. Communications Received by the Sub-Custodian.
The Sub-Custodian shall promptly transmit to BONY all
communications it receives concerning the securities it holds
under this Agreement and shall furnish statements of account in
such manner and frequency as the Sub-Custodian and BONY shall
agree.
All communications required or permitted to be given
under this Agreement shall be in writing (including telex or
telegraph) unless expressly provided otherwise, and addressed as
follows:
(a) If to the Sub-Custodian: Irving Trust Company
One Wall Street
New York, New York 10015
Attention: Corporate Trust
Department
(b) If to BONY: The Bank of New York
See Exhibit A
Attention:
12. Acknowledgement and Consent to Custody Agreement.
BONY acknowledges that Salomon Brothers Inc. has been
appointed remarketing agent (the "Remarketing Agent") for the
securities held in custody pursuant to this Agreement and that
the Remarketing Agent and Irving Trust Company, as custodian
(the "Custodian"), have entered into a Master Custody Agreement
dated as of August 1, 1984, as supplemented (the "Custody
Agreement"), for the benefit of the owners of the securities
held in custody pursuant to this Agreement to promote the
transfer of such securities remarketed by the Remarketing Agent
through a book-entry system maintained by the Custodian. BONY
has received copies of the Custody Agreement and all supplements
thereto and Irving Trust Company agrees to furnish BONY on a
timely basis copies of all amendments thereto. In the event of
the appointment of a successor to Irving Trust Company as
custodian pursuant to Section 8.4 of the Custody Agreement,
Irving Trust Company shall present all the Bonds pursuant to
this Agreement to the trustee for the Bonds in its custody for
registration in the name of and delivery to BONY unless BONY
shall otherwise instruct Irving Trust Company. BONY consents in
all respects to be bound by the terms of the Custody Agreement;
provided that if there is a conflict between the terms of the
Custody Agreement and the provisions of Section 2, 6, 7 or 8 of
this Agreement, the provisions of this Agreement shall govern.
IN WITNESS WHEREOF, each of the parties has caused
this Agreement to be executed this 29th day of July, 1985.
ATTEST: THE BANK OF NEW YORK
________________________ By:________________________
Assistant Vice President
ATTEST: IRVING TRUST COMPANY
By:________________________
________________________ ___________________________
Assistant Vice President Vice President
EXHIBIT A
Name of Fund
Account Location, Name and No.
for receipt of funds pursuant
to Section 2 of this Agreement
Each of the above Funds has furnished BONY with
appropriate resolutions authorizing BONY to enter into and act
in accordance with the terms of this Agreement, such resolutions
to be reviewed at least annually. Such resolutions also
expressly acknowledge and consent to the provisions of Section
12 of this Agreement.
EXHIBIT 8(b)(2)
Dreyfus Intermediate Tax Exempt Bond Fund, Inc.
SUBCUSTODIAN AGREEMENT
The undersigned custodian (the "Custodian") for the
investment company identified below (the "Fund") hereby appoints
on the following terms and conditions Morgan Guaranty Trust
Company of New York as subcustodian (the "Subcustodian") for it
and the Subcustodian hereby accepts such appointment on the
following terms and conditions as of the date set forth below.
1. Qualification. The Custodian and the Subcustodian
each represent to the other and to the Fund that it is a bank
qualified to act as a custodian for a registered investment
company under the Investment Company Act of 1940, as amended
(the "1940 Act").
2. Subcustody. The Subcustodian agrees to hold in a
separate account, segregated at all times from all other
accounts maintained by the Subcustodian, all securities and
rights thereto of the Fund ("Fund Securities") deposited from
time to time by the Custodian with the Subcustodian. The
Subcustodian hereby waives any claim against or lien on any Fund
Securities. The Subcustodian will accept, hold or dispose of
and take such other actions with respect to Fund Securities in
addition to those specified in Section 3 in accordance with the
Instructions of the Custodian given in the manner set forth in
Section 4. Registered Fund Securities may be held in the name
of the Subcustodian's nominee. To the extent that ownership of
Fund Securities may be recorded by a book entry system
maintained by any transfer agent or registrar for such Fund
Securities or Depositary Trust Company, the Subcustodian may
hold Fund Securities as a book entry reflecting the ownership of
such Fund Securities by its nominee and need not possess
certificates or any other evidence of ownership.
3. Subcustodian's Acts Without Instructions. Except
as otherwise instructed pursuant to Section 4, the Subcustodian
will (i) present all Fund Securities requiring presentation for
any payment thereon, (ii) distribute to the Custodian cash
received thereupon, (iii) collect and distribute to the
Custodian interest and any dividends and distributions on Fund
Securities, (iv) execute any necessary declarations or
certificates of ownership under any tax law now or hereafter in
effect, (v) forward to the Custodian all confirmations, notices,
proxies or proxy soliciting materials relating to the Fund
Securities received by it (and the Custodian agrees to forward
same to the Fund), (vi) promptly report to the Custodian any
missed payment or other default upon any Fund Securities known
to it as Subcustodian hereunder and (vii) make no free delivery
of Fund Securities to anyone other than the Custodian. All cash
distributions from the Subcustodian to the Custodian will be in
same day funds on the same day same day funds are received by
the Subcustodian unless such distribution required instructions
from the Custodian which were not timely received. The
Subcustodian shall be deemed to have knowledge of any payment
default on any Fund Securities in respect of which it acts as
the paying agent. Promptly after the Subcustodian is furnished
with any report of its independent public accountants on an
examination of its internal accounting controls and procedures
for safeguarding securities held in its custody for the account
of others, the Subcustodian will furnish a copy thereof to the
Custodian.
4. Instructions, Other Communications. Any officer
of the Custodian designated from time to time by letter to the
Subcustodian, signed by the President or any Vice President and
any Assistant Vice President, Assistant Secretary or Assistant
Treasurer of the Custodian, as an officer of the Custodian
authorized to give Instructions to the Subcustodian with respect
to Fund Securities (an "Authorized Officer") shall be authorized
to instruct the Subcustodian as to the acceptance, holding,
voting, presentation, disposition or any other action with
respect to Fund Securities from time to time by telephone (if
recorded) or in writing signed by such Authorized Officer and
delivered by hand, mail, telecopier, tested telex, tested
computer printout or such other reasonable method as the
Custodian and Subcustodian shall agree is designed to prevent
unauthorized officer's instructions. The Subcustodian will
promptly transmit to the Custodian all receipts, confirmations
or other transactional evidence received by it in respect of
Fund Securities as to which the Subcustodian has received any
Instructions. Instructions to the Subcustodian shall be given
to Morgan Guaranty Trust Company of New York, 15 Broad Street
(16th Floor), New York, New York 10015, Attention: Corporate
Trust & Securities Department; Phone 212-483-4140.
Communications to the Custodian and the Fund shall be made at
the addresses set forth below.
5. Liabilities. Neither the Custodian nor the
Subcustodian shall be liable for any action taken or omitted to
be taken in carrying out the terms and provisions of this
Agreement if done without its own respective negligence or
willful misconduct. The Custodian will indemnify, defend and
save harmless the Subcustodian for any loss or liability
incurred by the Subcustodian (without negligence or willful
misconduct on the part of the Subcustodian) arising out of or in
connection with the performance of this Agreement. The
Subcustodian will indemnify, defend and save harmless the
Custodian and the Fund for any loss or liability incurred by the
Custodian or the Fund as a result of the negligence or willful
misconduct of the Subcustodian arising out of or in connection
with the performance of this Agreement. The Subcustodian shall
for the benefit of the Custodian and the Fund use the same care
with respect to receiving, safekeeping, handling and delivery of
Fund securities as it uses in respect of its own securities.
6. Miscellaneous. This Agreement (i) shall be
governed by and construed in accordance with the laws of the
State of New York, (ii) may be executed in counterparts each of
which shall be deemed an original but all of which shall
constitute the same instrument, (iii) may be amended by the
parties hereto in writing, and (iv) may be terminated by either
party hereto upon 10 days' written notice to the other.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth below.
Dated: 1985 Bank of New York
Custodian
By____________________________
90 Washington Street
New York, New York 10006
As Custodian for
________________________________
Fund
[Address]
Morgan Guaranty Trust Company
of New York
By______________________________
Exhibit 8(b)(3)
SUBCUSTODIAN AGREEMENT
Dreyfus Intermediate Tax Exempt Bond Fund, Inc.
The undersigned custodian (the "Custodian") for the
investment company identified below (the "Fund") hereby appoints
on the following terms and conditions Bankers Trust Company as
subcustodian (the "Subcustodian") for it and the Subcustodian
hereby accepts such appointment on the following terms and
conditions as of the date set forth below.
1. Qualification. The Custodian and the Subcustodian
each represents to the other and to the Fund that it is
qualified to act as a custodian for a registered investment
company under the Investment Company Act of 1940, as amended
(the "1940 Act").
2. Subcustody. The Subcustodian agrees to maintain a
separate account and to hold segregated at all times from the
Subcustodian's securities and from all other customers'
securities held by the Subcustodian, all the Fund's securities
and evidence of rights thereto ("Fund Securities") deposited,
from time to time by the Custodian with the Subcustodian. The
Subcustodian will accept, hold or dispose of and take other
actions with respect to Fund Securities in accordance with the
Instructions of the Custodian given in the manner set forth in
Section 4 and will take certain other actions as specified in
Section 3. The Subcustodian hereby waives any claim against or
lien on any Fund Securities. The Subcustodian may take steps to
register and continue to hold Fund Securities in the name of the
Subcustodian's nominee and shall take such other steps as the
Subcustodian believes necessary or appropriate to carry out
efficiently the terms of this Agreement. To the extent that
ownership of Fund Securities may be recorded by a book entry
system maintained by any transfer agent or registrar for such
Fund Securities or by Depositary Trust Company, the Subcustodian
may hold Fund Securities as a book entry reflecting the
ownership of such Fund Securities by its nominee and need not
possess certificates or any other evidence of ownership of Fund
Securities.
3. Subcustodian's Acts Without Instructions. Except
as otherwise instructed pursuant to Section 4, the Subcustodian
will (i) present all Fund Securities requiring presentation for
any payment thereon, (ii) distribute to the Custodian cash
received thereon, (iii) collect and distribute to the Custodian
interest and any dividends and distributions on Fund Securities,
(iv) at the request of the Custodian, or on its behalf, execute
any necessary declarations or certificates of ownership
(provided by the Custodian or on its behalf) under any tax law
now or hereafter in effect, (v) forward to the Custodian, or
notify it by telephone of, confirmations, notices, proxies or
proxy soliciting materials relating to the Fund Securities
received by it as registered holder (and the Custodian agrees to
forward same to the Fund), and (vi) promptly report to the
Custodian any missed payment or other default upon any Fund
Securities known to it as Subcustodian hereunder (the
Subcustodian shall be deemed to have knowledge of any payment
default on any Fund Securities in respect of which it acts as
paying agent). All cash distributions from the Subcustodian to
the Custodian will be in same day funds, on the same day that
same day funds are received by the Subcustodian unless such
distribution required instructions from the Custodian which were
not timely received. Promptly after the Subcustodian is
furnished with any report of its independent public accountants
on an examination of its internal accounting controls and
procedures for safeguarding securities held in its custody as
subcustodian under this Agreement or under similar agreements,
the Subcustodian will furnish a copy thereof to the Custodian.
4. Instructions, Other Communications. Any officer
of the Custodian designated from time to time by letter to the
Subcustodian, signed by the President or any Vice President and
any Assistant Vice President, Assistant Secretary or Assistant
Treasurer of the Custodian, as an officer of the Custodian
authorized to give instructions to the Subcustodian with respect
to Fund Securities (an "Authorized Officer"), shall be
authorized to instruct the Subcustodian as to the acceptance,
holding, presentation, disposition or any other action with
respect to Fund Securities from time to time by telephone, or in
writing signed by such Authorized Officer and delivered by
tested telex, tested computer printout or such other reasonable
method as the Custodian and Subcustodian shall agree is designed
to prevent unauthorized officer's instructions; provided,
however, the Subcustodian is authorized to accept and act upon
orders from the Custodian, whether given orally, by telephone or
otherwise, which the Subcustodian reasonably believes to be
given by an authorized person. The Subcustodian will promptly
transmit to the Custodian all receipts and transaction
confirmations in respect of Fund Securities as to which the
Subcustodian has received any instructions. The Authorized
Officers shall be as set forth on Exhibit A attached hereto and,
as amended from time to time, made a part hereof.
5. Liabilities. (i) The Subcustodian shall not be
liable for any action taken or omitted to be taken in carrying
out the terms and provisions of this Agreement if done without
willful malfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties under this Agreement.
Except as otherwise set forth herein, the Subcustodian shall
have no responsibility for ascertaining or acting upon any
calls, conversions, exchange offers, tenders, interest rate
changes or similar matters relating to the Fund Securities
(except at the instruction of the Custodian), nor for informing
the Custodian with respect thereto, whether or not the
Subcustodian has, or is deemed to have, knowledge of the
aforesaid. The Subcustodian is under no duty to supervise or to
provide investment counseling or advice to the Custodian or to
the Fund relative to the purchase, sale, retention or other
disposition of any Fund Securities held hereunder. The
Subcustodian shall for the benefit of the Custodian and the Fund
use the same care with respect to receiving, safekeeping,
handling and delivery of Fund Securities as it uses in respect
of its own securities.
(ii) The Subcustodian will indemnify, defend and save
harmless the Custodian and the Fund from and against all loss,
liability, claims and demands incurred by the Custodian or the
Fund arising out of or in connection with the Subcustodian's
willful malfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties under this Agreement.
(iii) The Custodian agrees to be responsible for and
indemnify the Subcustodian and any nominee in whose name the
Fund Securities are registered, from and against all loss,
liability, claims and demands incurred by the Subcustodian and
the nominee in connection with the performance of any activity
pursuant to this Agreement, done in good faith and without
negligence, including any expenses, taxes or other charges which
the Subcustodian is required to pay in connection therewith.
6. Each party may terminate this Agreement at any
time by not less than ten (10) business days' prior written
notice. In the event that such notice is given, the
Subcustodian shall make delivery of the Fund Securities held in
the Subcustodian account to the Custodian or to any third party
within the Borough of Manhattan, specified by the Custodian in
writing within ten (10) days of receipt of the termination
notice, at the Custodian's expense.
7. All communications required or permitted to be
given under this Agreement, unless otherwise agreed by the
parties, shall be addressed as follows:
(i) to the Subcustodian:
Bankers Trust Company
1 Bankers Trust Plaza
14th Floor
New York, NY 10015
Attention: Barbara Walter
RMD Safekeeping Unit
(ii) to Custodian:
________________________________
________________________________
________________________________
________________________________
________________________________
8. Miscellaneous: This Agreement (i) shall be
governed by and construed in accordance with the laws of the
State of New York, (ii) may be executed in counterparts each of
which shall be deemed an original but all of which shall
constitute the same instrument, and (iii) may be amended by the
parties hereto in writing.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth below.
Dated:________________________
__________________________________
As Custodian
By:_______________________________
Title:____________________________
Dreyfus Intermediate Tax Exempt
Bond Fund, Inc.
__________________________________
(The Fund)
By:_______________________________
Title: Secretary
By:_______________________________
Title:____________________________
BANKERS TRUST COMPANY
As Subcustodian
By: /s/ Stephen T. Carroll
Title: Vice President
EXHIBIT A
TO SUBCUSTODIAN AGREEMENT
DATED _____________, 1986
The Authorized Officers pursuant to Section 4 of the
Agreement shall be:
_______________________________ _______________________________
_______________________________ _______________________________
_______________________________ _______________________________
_______________________________ _______________________________
_______________________________ _______________________________
_______________________________ _______________________________
Dated:_____________________
________________________________
As Custodian
By:_____________________________
Title:__________________________
STROOCK & STROOCK & LAVAN
Seven Hanover Square
New York, New York 10004
EXHIBIT 10
212-806-5400
July 15, 1983
Dreyfus Intermediate Tax
Exempt Bond Fund, Inc.
600 Madison Avenue
New York, New York 10022
Gentlemen:
We have acted as counsel to Dreyfus Intermediate Tax Exempt Bond
Fund, Inc. (the "Fund") in connection with the preparation of a
Registration Statement on Form N-1 (Registration No. 2-83357)
(the "Registration Statement"), covering shares of Common Stock,
par value $.01 per share, of the Fund.
We have examined copies of the Articles of Incorporation and By-
Laws of the Fund, the Registration Statement and such other
corporate records and documents as we have deemed necessary for
the purpose of this opinion. We also have examined such other
documents, papers, statutes and authorities as we deemed
necessary to form a basis for the opinion hereinafter expressed.
In our examination of such material, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various
questions of fact material to such opinion, we have relied upon
statements and certificates of officers and representatives of
the Fund and others.
Attorneys involved in the preparation of this opinion are
admitted only to the bar of the State of New York. As to
various questions arising under the laws of the State of
Maryland, we have relied upon the opinion of Messrs. Venable,
Baetjer and Howard, a copy of which is attached hereto.
Based upon the foregoing, we are of the opinion that the shares
of Common Stock, par value $.01 per share, of the Fund to be
issued in accordance with the terms of the offering as set forth
in the Prospectus included as part of the Registration
Statement, when so issued and paid for, will constitute validly
authorized and issued shares of Common Stock, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the
Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to any application made by
or on behalf of the Fund or any Distributor or dealer in
connection with the registration and qualification of the Fund
or its Common Stock under the securities law of any state or
jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan
STROOCK & STROOCK & LAVAN
VENABLE, BAETJER AND HOWARD
1800 Mercantile Bank & Trust Building
2 Hopkins Plaza
Baltimore, Maryland 21201
July 15, 1983
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Re: Dreyfus Intermediate Tax Exempt Bond Fund, Inc.
Gentlemen:
We have acted as Maryland counsel for Dreyfus
Intermediate Tax Exempt Bond Fund, Inc., a Maryland corporation
(the "Company"), in connection with its organization and the
issuance of shares of its Common Stock.
We have examined the Company's charter, its By-Laws,
the Prospectus included in its Registration Statement on
Form N-l, substantially in the form in which it is to become
effective (the "Prospectus"), and have examined and relied upon
such corporate records of the Company and other documents and
certificates as to factual matters as we have deemed to be
necessary to render the opinion expressed herein. We have
assumed without independent verification the genuineness of the
signatures on and the authenticity of all documents furnished to
us by you or the Company.
Based on such examination, we are of the opinion that:
1. The Company is duly organized and validly
existing as a corporation in good standing under the laws of the
State of Maryland.
2. The 8,000 shares of presently issued and
outstanding Common Stock of the Company have been validly and
legally issued and are fully paid and non-assessable shares
under the laws of the State of Maryland.
3. The balance of the shares of Common Stock of the
Company to be offered for sale pursuant to the Prospectus are
authorized and unissued shares, and when such shares have been
duly sold, issued and paid for as contemplated in the
Prospectus, such shares will have been validly and legally
issued and will be fully paid and non-assessable shares of
Common Stock of the Company under the laws of the State of
Maryland.
This letter expresses our opinion as to the Maryland
General Corporation Law governing matters such as due
incorporation and the authorization and issuance of stock, but
does not extend to the securities or "Blue Sky" laws of Maryland
or to federal securities or other laws.
You may rely upon our foregoing opinion in rendering
your opinion to the Company which is to be filed as an exhibit
to the Registration Statement; and we hereby consent to the
filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Venable, Baetjer and Howard
Venable, Baetjer and Howard
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our report
dated July 1, 1996, in this Registration Statement (Form N-1A 2-83357)
of Dreyfus Intermediate Municipal Bond Fund, Inc.
ERNST & YOUNG LLP
New York, New York
August 23, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000718935
<NAME> DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 1440476
<INVESTMENTS-AT-VALUE> 1477088
<RECEIVABLES> 33680
<ASSETS-OTHER> 54
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1510822
<PAYABLE-FOR-SECURITIES> 42253
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1229
<TOTAL-LIABILITIES> 43482
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1423850
<SHARES-COMMON-STOCK> 106744
<SHARES-COMMON-PRIOR> 111965
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 6878
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 36612
<NET-ASSETS> 1467340
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 90030
<OTHER-INCOME> 0
<EXPENSES-NET> 10899
<NET-INVESTMENT-INCOME> 79131
<REALIZED-GAINS-CURRENT> 11399
<APPREC-INCREASE-CURRENT> (36785)
<NET-CHANGE-FROM-OPS> 53745
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (79131)
<DISTRIBUTIONS-OF-GAINS> (2766)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 49390
<NUMBER-OF-SHARES-REDEEMED> (58922)
<SHARES-REINVESTED> 4311
<NET-CHANGE-IN-ASSETS> (102170)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (1755)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9117
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10899
<AVERAGE-NET-ASSETS> 1534429
<PER-SHARE-NAV-BEGIN> 14.02
<PER-SHARE-NII> .72
<PER-SHARE-GAIN-APPREC> (.24)
<PER-SHARE-DIVIDEND> (.72)
<PER-SHARE-DISTRIBUTIONS> (.03)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.75
<EXPENSE-RATIO> .007
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Other Exhibit
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth A. Bachman,
Marie E. Connolly, Richard W. Ingram and John E. Pelletier and each of them,
with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all
amendments to the Registration Statement of Dreyfus Intermediate Municipal
Bond Fund, Inc. (including post-effective amendments and amendments thereto),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Date: July 24, 1996
/s/David W. Burke Board Member
David W. Burke
/s/Samuel Chase Board Member
Samuel Chase
/s/Gordon J. Davis Board Member
Gordon J. Davis
/s/Joseph S. DiMartino Board Member
Joseph S. DiMartino
/s/Joni Evans Board Member
Joni Evans
/s/ Arnold S. Hiatt Board Member
Arnold S. Hiatt
/s/David J. Mahoney Board Member
David J. Mahoney
/s/Burton N. Wallack Board Member
Burton N. Wallack
