<PAGE> PAGE 1
000 B000000 03/31/2000
000 C000000 0000810305
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 U
001 A000000 DREYFUS SHORT-INTERMEDIATE MUNICIPAL BOND FD
001 B000000 811-5021
001 C000000 2129226832
002 A000000 200 PARK AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10166
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
011 A000001 DREYFUS SERVICE CORPORATION
011 B000001 8-13801
011 C010001 NEW YORK
011 C020001 NY
011 C030001 10166
018 000000 Y
019 A000000 Y
019 B000000 173
019 C000000 DREYFUSFAM
022 A000001 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
022 B000001 13-5674085
022 C000001 18397
022 D000001 70054
022 A000002 SALOMON SMITH BARNEY
022 B000002 13-1912900
022 C000002 24236
022 D000002 29575
022 A000003 MORGAN STANLEY DEAN WITTER & CO.
022 B000003 13-2655998
022 C000003 44774
022 D000003 590
022 A000004 J.P. MORGAN SECURITIES INC.
022 B000004 13-3224016
022 C000004 18710
022 D000004 15810
022 A000005 GOLDMAN, SACHS & CO.
022 B000005 13-5108880
022 C000005 12463
022 D000005 10700
<PAGE> PAGE 2
022 A000006 FIRST ALBANY CORPORATION
022 B000006 14-1391446
022 C000006 13860
022 D000006 3367
022 A000007 BEAR, STEARNS & CO. INC.
022 B000007 13-3299429
022 C000007 6513
022 D000007 6000
022 A000008 LEHMAN BROTHERS INC.
022 B000008 13-2518466
022 C000008 7249
022 D000008 2987
022 A000009 PRAGER & COMPANY
022 B000009 94-3057442
022 C000009 0
022 D000009 5324
022 A000010 FERRIS, BAKER WATTS, INCORPORATED
022 B000010 52-909521
022 C000010 513
022 D000010 3665
023 C000000 165180
023 D000000 158731
028 A010000 3783
028 A020000 832
028 A030000 0
028 A040000 8441
028 B010000 5055
028 B020000 926
028 B030000 0
028 B040000 7811
028 C010000 5139
028 C020000 899
028 C030000 0
028 C040000 13412
028 D010000 4879
028 D020000 865
028 D030000 0
028 D040000 11857
028 E010000 5091
028 E020000 803
028 E030000 0
028 E040000 6332
028 F010000 5536
028 F020000 846
028 F030000 0
028 F040000 9574
028 G010000 29483
028 G020000 5171
028 G030000 0
028 G040000 57427
028 H000000 0
<PAGE> PAGE 3
042 A000000 79
042 B000000 2
042 C000000 19
042 D000000 0
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
043 000000 296
044 000000 0
062 A000000 Y
062 B000000 0.0
062 C000000 0.0
062 D000000 0.0
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 0.0
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 0.0
062 N000000 0.0
062 O000000 100.1
062 P000000 0.0
062 Q000000 0.0
062 R000000 0.0
063 A000000 0
063 B000000 2.3
064 A000000 Y
064 B000000 N
071 A000000 113920
071 B000000 151540
071 C000000 291334
071 D000000 39
072 A000000 12
072 B000000 14227
072 C000000 0
072 D000000 0
072 E000000 0
072 F000000 1457
072 G000000 0
072 H000000 0
072 I000000 136
072 J000000 32
072 K000000 0
072 L000000 10
072 M000000 61
072 N000000 59
072 O000000 0
<PAGE> PAGE 4
072 P000000 3
072 Q000000 0
072 R000000 34
072 S000000 21
072 T000000 296
072 U000000 0
072 V000000 0
072 W000000 25
072 X000000 2134
072 Y000000 0
072 Z000000 12093
072AA000000 260
072BB000000 465
072CC010000 0
072CC020000 5884
072DD010000 12093
072DD020000 0
072EE000000 29
073 A010000 0.5366
073 A020000 0.0000
073 B000000 0.0013
073 C000000 0.0000
074 A000000 813
074 B000000 0
074 C000000 0
074 D000000 270325
074 E000000 0
074 F000000 0
074 G000000 0
074 H000000 0
074 I000000 0
074 J000000 0
074 K000000 0
074 L000000 4283
074 M000000 13
074 N000000 275434
074 O000000 5001
074 P000000 130
074 Q000000 0
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 122
074 S000000 0
074 T000000 270181
074 U010000 21091
074 U020000 0
074 V010000 12.81
074 V020000 0.00
074 W000000 0.0000
074 X000000 3865
<PAGE> PAGE 5
074 Y000000 0
075 A000000 0
075 B000000 291356
076 000000 0.00
077 A000000 Y
077 B000000 Y
077 Q010000 Y
078 000000 N
080 A000000 VIGILANT INSURANCE COMPANY
080 B000000 NATIONAL UNION FIRE INSURANCE COMPANY
080 C000000 125000
081 A000000 Y
081 B000000 186
082 A000000 N
082 B000000 0
083 A000000 N
083 B000000 0
084 A000000 N
084 B000000 0
085 A000000 Y
085 B000000 N
SIGNATURE ROBERT R. MULLERY
TITLE ASSISTANT SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000810305
<NAME> DREYFUS SHORT INTERMEDIATE MUNICIPAL BOND FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> MAR-31-2000
<INVESTMENTS-AT-COST> 272067
<INVESTMENTS-AT-VALUE> 270325
<RECEIVABLES> 4283
<ASSETS-OTHER> 826
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 275434
<PAYABLE-FOR-SECURITIES> 5001
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 252
<TOTAL-LIABILITIES> 5253
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 278121
<SHARES-COMMON-STOCK> 21091
<SHARES-COMMON-PRIOR> 23229
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (6197)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1743)
<NET-ASSETS> 270181
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 14227
<OTHER-INCOME> 0
<EXPENSES-NET> 2134
<NET-INVESTMENT-INCOME> 12093
<REALIZED-GAINS-CURRENT> (205)
<APPREC-INCREASE-CURRENT> (5884)
<NET-CHANGE-FROM-OPS> 6004
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (12093)
<DISTRIBUTIONS-OF-GAINS> (29)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5283
<NUMBER-OF-SHARES-REDEEMED> (8235)
<SHARES-REINVESTED> 814
<NET-CHANGE-IN-ASSETS> (33610)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (5963)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1457
<INTEREST-EXPENSE> 3
<GROSS-EXPENSE> 2134
<AVERAGE-NET-ASSETS> 291356
<PER-SHARE-NAV-BEGIN> 13.08
<PER-SHARE-NII> .54
<PER-SHARE-GAIN-APPREC> (.27)
<PER-SHARE-DIVIDEND> (.54)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.81
<EXPENSE-RATIO> .007
</TABLE>
-7-
918819v1
BY-LAWS
OF
DREYFUS SHORT-INTERMEDIATE MUNICIPAL BOND FUND
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1. Agreement and Declaration of Trust. These By-Laws shall be
subject to the Agreement and Declaration of Trust, as from time to time in
effect (the "Declaration of Trust"), of the above-captioned Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2. Principal Office of the Trust. The principal office of the
Trust shall be located in New York, New York. Its resident agent in
Massachusetts shall be CT Corporation System, 2 Oliver Street, Boston,
Massachusetts 02109, or such other person as the Trustees from time to time
may select.
ARTICLE 2
Meetings of Trustees
2.1. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees
from time to time may determine, provided that notice of the first regular
meeting following any such determination shall be given to absent Trustees.
2.2. Special Meetings. Special meetings of the Trustees may be
held at any time and at any place designated in the call of the meeting when
called by the President or the Treasurer or by two or more Trustees,
sufficient notice thereof being given to each Trustee by the Secretary or an
Assistant Secretary or by the officer or the Trustees calling the meeting.
2.3. Notice of Special Meetings. It shall be sufficient notice
to a Trustee of a special meeting to send notice by mail at least forty-
eight hours or by telegram at least twenty-four hours before the meeting
addressed to the Trustee at his or her usual or last known business or
residence address or to give notice to him or her in person or by telephone
at least twenty-four hours before the meeting. Notice of a meeting need not
be given to any Trustee if a written waiver of notice, executed by him or
her before or after the meeting, is filed with the records of the meeting,
or to any Trustee who attends the meeting without protesting prior thereto
or at its commencement the lack of notice to him or her. Neither notice of
a meeting nor a waiver of a notice need specify the purposes of the meeting.
2.4. Notice of Certain Actions by Consent. If in accordance with
the provisions of the Declaration of Trust any action is taken by the
Trustees by a written consent of less than all of the Trustees, then prompt
notice of any such action shall be furnished to each Trustee who did not
execute such written consent, provided that the effectiveness of such action
shall not be impaired by any delay or failure to furnish such notice.
ARTICLE 3
Officers
3.1. Enumeration; Qualification. The officers of the Trust shall
be a President, a Treasurer, a Secretary, and such other officers, if any,
as the Trustees from time to time may in their discretion elect. The Trust
also may have such agents as the Trustees from time to time may in their
discretion appoint. An officer may be but need not be a Trustee or
shareholder. Any two or more offices may be held by the same person.
3.2. Election. The President, the Treasurer and the Secretary
shall be elected by the Trustees upon the occurrence of any vacancy in any
such office. Other officers, if any, may be elected or appointed by the
Trustees at any time. Vacancies in any such other office may be filled at
any time.
3.3. Tenure. The President, Treasurer and Secretary shall hold
office in each case until he or she sooner dies, resigns, is removed or
becomes disqualified. Each other officer shall hold office and each agent
shall retain authority at the pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of these By-Laws,
each officer shall have, in addition to the duties and powers herein and in
the Declaration of Trust set forth, such duties and powers as commonly are
incident to the office occupied by him or her as if the Trust were organized
as a Massachusetts business corporation or such other duties and powers as
the Trustees may from time to time designate.
3.5. President. Unless the Trustees otherwise provide, the
President shall preside at all meetings of the shareholders and of the
Trustees. Unless the Trustees otherwise provide, the President shall be the
chief executive officer.
3.6. Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Trust, and, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager, or transfer, shareholder servicing
or similar agent, shall be in charge of the valuable papers, books of
account and accounting records of the Trust, and shall have such other
duties and powers as may be designated from time to time by the Trustees or
by the President.
3.7. Secretary. The Secretary shall record all proceedings of
the shareholders and the Trustees in books to be kept therefor, which books
or a copy thereof shall be kept at the principal office of the Trust. In
the absence of the Secretary from any meeting of the shareholders or
Trustees, an Assistant Secretary, or if there be none or if he or she is
absent, a temporary Secretary chosen at such meeting shall record the
proceedings thereof in the aforesaid books.
3.8. Resignations and Removals. Any Trustee or officer may
resign at any time by written instrument signed by him or her and delivered
to the President or Secretary or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified to be effective
at some other time. The Trustees may remove any officer elected by them
with or without cause. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee or officer resigning and no officer
removed shall have any right to any compensation for any period following
his or her resignation or removal, or any right to damages on account of
such removal.
ARTICLE 4
Committees
4.1. Appointment. The Trustees may appoint from their number an
executive committee and other committees. Except as the Trustees otherwise
may determine, any such committee may make rules for conduct of its
business.
4.2. Quorum; Voting. A majority of the members of any Committee
of the Trustees shall constitute a quorum for the transaction of business,
and any action of such a Committee may be taken at a meeting by a vote of a
majority of the members present (a quorum being present).
ARTICLE 5
Reports
The Trustees and officers shall render reports at the time and in
the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may
deem desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
The fiscal year of the Trust shall be fixed, and shall be subject
to change, by the Board of Trustees.
ARTICLE 7
Seal
The seal of the Trust shall consist of a flat-faced die with the
word "Massachusetts," together with the name of the Trust and the year of
its organization cut or engraved thereon but, unless otherwise required by
the Trustees, the seal shall not be necessary to be placed on, and in its
absence shall not impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
Except as the Trustees generally or in particular cases may
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed
by the President, any Vice President, or by the Treasurer and need not bear
the seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1. Sale of Shares. Except as otherwise determined by the
Trustees, the Trust will issue and sell for cash or securities from time to
time, full and fractional shares of its shares of beneficial interest, such
shares to be issued and sold at a price of not less than net asset value per
share, as from time to time determined in accordance with the Declaration of
Trust and these By-Laws and, in the case of fractional shares, at a
proportionate reduction in such price. In the case of shares sold for
securities, such securities shall be valued in accordance with the
provisions for determining value of assets of the Trust as stated in the
Declaration of Trust and these By-Laws. The officers of the Trust are
severally authorized to take all such actions as may be necessary or
desirable to carry out this Section 9.1.
9.2. Share Certificates. In lieu of issuing certificates for
shares, the Trustees or the transfer agent either may issue receipts
therefor or may keep accounts upon the books of the Trust for the record
holders of such shares, who shall in either case, for all purposes
hereunder, be deemed to be the holders of certificates for such shares as if
they had accepted such certificates and shall be held to have expressly
assented and agreed to the terms hereof.
The Trustees at any time may authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a
certificate stating the number of shares owned by him or her, in such form
as shall be prescribed from time to time by the Trustees. Such certificate
shall be signed by the President or Vice President and by the Treasurer or
Assistant Treasurer. Such signatures may be facsimile if the certificate is
signed by a transfer agent, or by a registrar, other than a Trustee, officer
or employee of the Trust. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall cease to be
such officer before such certificate is issued, it may be issued by the
Trust with the same effect as if he or she were such officer at the time of
its issue.
9.3. Loss of Certificates. The Trust, or if any transfer agent
is appointed for the Trust, the transfer agent with the approval of any two
officers of the Trust, is authorized to issue and countersign replacement
certificates for the shares of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity in such form
and with such security, if any, as the Trustees may require.
9.4. Discontinuance of Issuance of Certificates. The Trustees at
any time may discontinue the issuance of share certificates and by written
notice to each shareholder, may require the surrender of share certificates
to the Trust for cancellation. Such surrender and cancellation shall not
affect the ownership of shares in the Trust.
ARTICLE 10
Indemnification
10.1. Trustees, Officers, etc. The Trust shall indemnify each of
its Trustees and officers (including persons who serve at the Trust's
request as directors, officers or trustees of another organization in which
the Trust has any interest as a shareholder, creditor or otherwise)
(hereinafter referred to as a "Covered Person") against all liabilities and
expenses, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees
reasonably incurred by any Covered Person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, before any court or administrative or legislative body, in which
such Covered Person may be or may have been involved as a party or otherwise
or with which such person may be or may have been threatened, while in
office or thereafter, by reason of being or having been such a Trustee or
officer, except with respect to any matter as to which such Covered Person
shall have been finally adjudicated in a decision on the merits in any such
action, suit or other proceeding not to have acted in good faith in the
reasonable belief that such Covered Person's action was in the best
interests of the Trust and except that no Covered Person shall be
indemnified against any liability to the Trust or its Shareholders to which
such Covered Person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), may be paid from time to time by the Trust in advance of the
final disposition or any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid
to the Trust if it is ultimately determined that indemnification of such
expenses is not authorized under this Article, provided that (a) such
Covered Person shall provide security for his or her undertaking, (b) the
Trust shall be insured against losses arising by reason of such Covered
Person's failure to fulfill his or her undertaking, or (c) a majority of the
Trustees who are disinterested persons and who are not Interested Persons
(as that term is defined in the Investment Company Act of 1940) (provided
that a majority of such Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (but not a full trial-type inquiry), that
there is reason to believe such Covered Person ultimately will be entitled
to indemnification.
10.2. Compromise Payment. As to any matter disposed of (whether
by a compromise payment, pursuant to a consent decree or otherwise) without
an adjudication in a decision on the merits by a court, or by any other body
before which the proceeding was brought, that such Covered Person either (a)
did not act in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust or (b) is liable to
the Trust or its Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of such Covered Person's office, indemnification shall be provided if (a)
approved as in the best interest of the Trust, after notice that it involves
such indemnification, by at least a majority of the Trustees who are
disinterested persons and are not Interested Persons (provided that a
majority of such Trustees then in office act on the matter), upon a
determination, based upon a review of readily available facts (but not a
full trial-type inquiry) that such Covered Person acted in good faith in the
reasonable belief that such Covered Person's action was in the best
interests of the Trust and is not liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's
office, or (b) there has been obtained an opinion in writing of independent
legal counsel, based upon a review of readily available facts (but not a
full trial-type inquiry) to the effect that such Covered Person appears to
have acted in good faith in the reasonable belief that such Covered Person's
action was in the best interests of the Trust and that such indemnification
would not protect such Covered Person against any liability to the Trust to
which such Covered Person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. Any approval pursuant to this
Section shall not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently adjudicated by a
court of competent jurisdiction not to have acted in good faith in the
reasonable belief that such Covered Person's action was in the best
interests of the Trust or to have been liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such Covered
Person's office.
10.3. Indemnification Not Exclusive. The right of
indemnification hereby provided shall not be exclusive of or affect any
other rights to which any such Covered Person may be entitled. As used in
this Article 10, the term "Covered Person" shall include such person's
heirs, executors and administrators, and a "disinterested person" is a
person against whom none of the actions, suits or other proceedings in
question or another action, suit, or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in this Article
shall affect any rights to indemnification to which personnel of the Trust,
other than Trustees and officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of such person.
10.4. Limitation. Notwithstanding any provisions in the
Declaration of Trust and these By-Laws pertaining to indemnification, all
such provisions are limited by the following undertaking set forth in the
rules promulgated by the Securities and Exchange Commission:
In the event that a claim for indemnification
is asserted by a Trustee, officer or controlling
person of the Trust in connection with the
registered securities of the Trust, the Trust will
not make such indemnification unless (i) the Trust
has submitted, before a court or other body, the
question of whether the person to be indemnified
was liable by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of
duties, and has obtained a final decision on the
merits that such person was not liable by reason
of such conduct or (ii) in the absence of such
decision, the Trust shall have obtained a
reasonable determination, based upon a review of
the facts, that such person was not liable by
virtue of such conduct, by (a) the vote of a
majority of Trustees who are neither interested
persons as such term is defined in the Investment
Company Act of 1940, nor parties to the proceeding
or (b) an independent legal counsel in a written
opinion.
The Trust will not advance attorneys' fees or
other expenses incurred by the person to be
indemnified unless (i) the Trust shall have
received an undertaking by or on behalf of such
person to repay the advance unless it is
ultimately determined that such person is entitled
to indemnification and (ii) one of the following
conditions shall have occurred: (x) such person
shall provide security for his undertaking,
(y) the Trust shall be insured against losses
arising by reason of any lawful advances or (z) a
majority of the disinterested, non-party Trustees
of the Trust, or an independent legal counsel in a
written opinion, shall have determined that based
on a review of readily available facts there is
reason to believe that such person ultimately will
be found entitled to indemnification.
ARTICLE 11
Shareholders
11.1. Meetings. A meeting of the shareholders shall be called by
the Secretary whenever ordered by the Trustees, or requested in writing by
the holder or holders of at least 10% of the outstanding shares entitled to
vote at such meeting. If the meeting is a meeting of the shareholders of
one or more series or class of shares, but not a meeting of all shareholders
of the Trust, then only the shareholders of such one or more series or
classes shall be entitled to notice of and to vote at the meeting. If the
Secretary, when so ordered or requested, refuses or neglects for more than
five days to call such meeting, the Trustees, or the shareholders so
requesting may, in the name of the Secretary, call the meeting by giving
notice thereof in the manner required when notice is given by the Secretary.
11.2. Access to Shareholder List. Shareholders of record may
apply to the Trustees for assistance in communicating with other
shareholders for the purpose of calling a meeting in order to vote upon the
question of removal of a Trustee. When ten or more shareholders of record
who have been such for at least six months preceding the date of application
and who hold in the aggregate shares having a net asset value of at least
$25,000 or at least 1% of the outstanding shares, whichever is less, so
apply, the Trustees shall within five business days either:
(i) afford to such applicants access to a list of names and
addresses of all shareholders as recorded on the books of the Trust; or
(ii) inform such applicants of the approximate number of
shareholders of record and the approximate cost of mailing material to them
and, within a reasonable time thereafter, mail materials submitted by the
applicants to all such shareholders of record. The Trustees shall not be
obligated to mail materials which they believe to be misleading or in
violation of applicable law.
11.3. Record Dates. For the purpose of determining the
shareholders of any series or class who are entitled to vote or act at any
meeting or any adjournment thereof, or who are entitled to receive payment
of any dividend or of any other distribution, the Trustees from time to time
may fix a time, which shall be not more than 90 days before the date of any
meeting of shareholders or the date of payment of any dividend or of any
other distribution, as the record date for determining the shareholders of
such series or class having the right to notice of and to vote at such
meeting and any adjournment thereof or the right to receive such dividend or
distribution, and in such case only shareholders of record on such record
date shall have such right notwithstanding any transfer of shares on the
books of the Trust after the record date; or without fixing such record date
the Trustees may for any such purposes close the register or transfer books
for all or part of such period.
11.4. Place of Meetings. All meetings of the shareholders shall
be held at the principal office of the Trust or at such other place within
the United States as shall be designated by the Trustees or the President of
the Trust.
11.5. Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of the
meeting, shall be given at least ten days before the meeting to each
shareholder entitled to vote thereat by leaving such notice with him or at
his residence or usual place of business or by mailing it, postage prepaid,
and addressed to such shareholder at his address as it appears in the
records of the Trust. Such notice shall be given by the Secretary or an
Assistant Secretary or by an officer designated by the Trustees. No notice
of any meeting of shareholders need be given to a shareholder if a written
waiver of notice, executed before or after the meeting by such shareholder
or his attorney thereunto duly authorized, is filed with the records of the
meeting.
11.6. Ballots. No ballot shall be required for any election
unless requested by a shareholder present or represented at the meeting and
entitled to vote in the election.
11.7. Proxies. Shareholders entitled to vote may vote either in
person or by proxy in writing dated not more than six months before the
meeting named therein, which proxies shall be filed with the Secretary or
other person responsible to record the proceedings of the meeting before
being voted. Unless otherwise specifically limited by their terms, such
proxies shall entitle the holders thereof to vote at any adjournment of such
meeting but shall not be valid after the final adjournment of such meeting.
The placing of a shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such shareholder shall constitute execution of such proxy by or on behalf of
such shareholder.
ARTICLE 12
Amendments to the By-Laws
These By-Laws may be amended or repealed, in whole or in part, by
a majority of the Trustees then in office at any meeting of the Trustees, or
by one or more writings signed by such a majority.
Dated: February 9, 1987
Amended: December 31, 1999
7
Revised document: 0878391v1
Original document: 0878751v1
9/13/99, 12:40 pm
DISTRIBUTION AGREEMENT
DREYFUS SHORT INTERMEDIATE MUNICIPAL BOND FUND
200 Park Avenue
New York, New York 10166
March 22, 2000
Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund") has
agreed that you shall be, for the period of this agreement, the distributor
of (a) shares of each Series of the Fund set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time (each, a "Series") or (b) if
no Series are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized shares of the
relevant Series, if any, and otherwise shall mean the Fund's authorized
shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares covered
by, and in accordance with, the registration statement and prospectus then
in effect under the Securities Act of 1933, as amended, and will transmit
promptly any orders received by you for purchase or redemption of Shares to
the Transfer and Dividend Disbursing Agent for the Fund of which the Fund
has notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the
sale of Shares. It is contemplated that you will enter into sales or
servicing agreements with securities dealers, financial institutions and
other industry professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your own behalf
as principal.
1.3 You shall act as distributor of Shares in compliance with all
applicable laws, rules and regulations, including, without limitation, all
rules and regulations made or adopted pursuant to the Investment Company Act
of 1940, as amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange Act of 1934,
as amended.
1.4 Whenever in their judgment such action is warranted by
market, economic or political conditions, or by abnormal circumstances of
any kind, the Fund's officers may decline to accept any orders for, or make
any sales of, any Shares until such time as they deem it advisable to accept
such orders and to make such sales and the Fund shall advise you promptly of
such determination.
1.5 The Fund agrees to pay all costs and expenses in connection
with the registration of Shares under the Securities Act of 1933, as
amended, and all expenses in connection with maintaining facilities for the
issue and transfer of Shares and for supplying information, prices and other
data to be furnished by the Fund hereunder, and all expenses in connection
with the preparation and printing of the Fund's prospectuses and statements
of additional information for regulatory purposes and for distribution to
shareholders; provided, however, that nothing contained herein shall be
deemed to require the Fund to pay any of the costs of advertising the sale
of Shares.
1.6 The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take all actions which may
be reasonably necessary in the discretion of the Fund's officers in
connection with the qualification of Shares for sale in such states as you
may designate to the Fund and the Fund may approve, and the Fund agrees to
pay all expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your own
qualification as a dealer under state or Federal laws and, except as
otherwise specifically provided in this agreement, all other expenses
incurred by you in connection with the sale of Shares as contemplated in
this agreement.
1.7 The Fund shall furnish you from time to time, for use in
connection with the sale of Shares, such information with respect to the
Fund or any relevant Series and the Shares as you may reasonably request,
all of which shall be signed by one or more of the Fund's duly authorized
officers; and the Fund warrants that the statements contained in any such
information, when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with: (a) semi-
annual reports and annual audited reports of the Fund's books and accounts
made by independent public accountants regularly retained by the Fund,
(b) quarterly earnings statements prepared by the Fund, (c) a monthly
itemized list of the securities in the Fund's or, if applicable, each
Series' portfolio, (d) monthly balance sheets as soon as practicable after
the end of each month, and (e) from time to time such additional information
regarding the Fund's financial condition as you may reasonably request.
1.8 The Fund represents to you that all registration statements
and prospectuses filed by the Fund with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, with respect to the Shares have
been carefully prepared in conformity with the requirements of said Acts and
rules and regulations of the Securities and Exchange Commission thereunder.
As used in this agreement the terms "registration statement" and
"prospectus" shall mean any registration statement and prospectus, including
the statement of additional information incorporated by reference therein,
filed with the Securities and Exchange Commission and any amendments and
supplements thereto which at any time shall have been filed with said
Commission. The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement becomes
effective, will contain all statements required to be stated therein in
conformity with said Acts and the rules and regulations of said Commission;
that all statements of fact contained in any such registration statement and
prospectus will be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any prospectus
when such registration statement becomes effective will include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.
The Fund may but shall not be obligated to propose from time to time such
amendment or amendments to any registration statement and such supplement or
supplements to any prospectus as, in the light of future developments, may,
in the opinion of the Fund's counsel, be necessary or advisable. If the
Fund shall not propose such amendment or amendments and/or supplement or
supplements within fifteen days after receipt by the Fund of a written
request from you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such amendments are
made. The Fund shall not file any amendment to any registration statement
or supplement to any prospectus without giving you reasonable notice thereof
in advance; provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such amendments
to any registration statement and/or supplements to any prospectus, of
whatever character, as the Fund may deem advisable, such right being in all
respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form
furnished to you from time to time, in connection with the sale of Shares.
The Fund agrees to indemnify, defend and hold you, your several officers and
directors, and any person who controls you within the meaning of Section 15
of the Securities Act of 1933, as amended, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) which you, your officers
and directors, or any such controlling person, may incur under the
Securities Act of 1933, as amended, or under common law or otherwise,
arising out of or based upon any untrue statement, or alleged untrue
statement, of a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or alleged
omission, to state a material fact required to be stated in either any
registration statement or any prospectus or necessary to make the statements
in either thereof not misleading; provided, however, that the Fund's
agreement to indemnify you, your officers or directors, and any such
controlling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or alleged
untrue statement or omission or alleged omission made in any registration
statement or prospectus in reliance upon and in conformity with written
information furnished to the Fund by you specifically for use in the
preparation thereof. The Fund's agreement to indemnify you, your officers
and directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person, such
notification to be given by letter or by telegram addressed to the Fund at
its address set forth above within ten days after the summons or other first
legal process shall have been served. The failure so to notify the Fund of
any such action shall not relieve the Fund from any liability which the Fund
may have to the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Fund's indemnity agreement contained in
this paragraph 1.9. The Fund will be entitled to assume the defense of any
suit brought to enforce any such claim, demand or liability, but, in such
case, such defense shall be conducted by counsel of good standing chosen by
the Fund and approved by you. In the event the Fund elects to assume the
defense of any such suit and retain counsel of good standing approved by
you, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Fund does not elect to assume the defense of any such suit, or in case you
do not approve of counsel chosen by the Fund, the Fund will reimburse you,
your officers and directors, or the controlling person or persons named as
defendant or defendants in such suit, for the fees and expenses of any
counsel retained by you or them. The Fund's indemnification agreement
contained in this paragraph 1.9 and the Fund's representations and
warranties in this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of you, your
officers and directors, or any controlling person, and shall survive the
delivery of any Shares. This agreement of indemnity will inure exclusively
to your benefit, to the benefit of your several officers and directors, and
their respective estates, and to the benefit of any controlling persons and
their successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund or any of its
officers or Board members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its
several officers and Board members, and any person who controls the Fund
within the meaning of Section 15 of the Securities Act of 1933, as amended,
free and harmless from and against any and all claims, demands, liabilities
and expenses (including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in connection
therewith) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933, as amended,
or under common law or otherwise, but only to the extent that such liability
or expense incurred by the Fund, its officers or Board members, or such
controlling person resulting from such claims or demands, shall arise out of
or be based upon any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and used in the
answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus, or shall arise out of or be
based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such information
not misleading. Your agreement to indemnify the Fund, its officers and
Board members, and any such controlling person, as aforesaid, is expressly
conditioned upon your being notified of any action brought against the Fund,
its officers or Board members, or any such controlling person, such
notification to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or other first
legal process shall have been served. You shall have the right to control
the defense of such action, with counsel of your own choosing, satisfactory
to the Fund, if such action is based solely upon such alleged misstatement
or omission on your part, and in any other event the Fund, its officers or
Board members, or such controlling person shall each have the right to
participate in the defense or preparation of the defense of any such action.
The failure so to notify you of any such action shall not relieve you from
any liability which you may have to the Fund, its officers or Board members,
or to such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise than on
account of your indemnity agreement contained in this paragraph 1.10. This
agreement of indemnity will inure exclusively to the Fund's benefit, to the
benefit of the Fund's officers and Board members, and their respective
estates, and to the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any litigation
or proceedings against you or any of your officers or directors in
connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under
any of the provisions of this agreement and no orders for the purchase or
sale of such Shares hereunder shall be accepted by the Fund if and so long
as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions
of the Securities Act of 1933, as amended, or if and so long as a current
prospectus as required by Section 10 of said Act, as amended, is not on file
with the Securities and Exchange Commission; provided, however, that nothing
contained in this paragraph 1.11 shall in any way restrict or have an
application to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of the Fund's
prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement or
prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the effectiveness
of the registration statement or prospectus then in effect or the
initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue
any statement of a material fact made in the registration
statement or prospectus then in effect or which requires the
making of a change in such registration statement or prospectus in
order to make the statements therein not misleading; and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to any registration
statement or prospectus which may from time to time be filed with
the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you shall be
offered for sale at a price per share (the "offering price") approximately
equal to (a) their net asset value (determined in the manner set forth in
the Fund's charter documents) plus (b) a sales charge, if any and except to
those persons set forth in the then-current prospectus, which shall be the
percentage of the offering price of such Shares as set forth in the Fund's
then-current prospectus. The offering price, if not an exact multiple of
one cent, shall be adjusted to the nearest cent. In addition, Shares of any
class of the Fund offered for sale by you may be subject to a contingent
deferred sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent deferred
sales charge in respect of the Shares. Any payments to dealers shall be
governed by a separate agreement between you and such dealer and the Fund's
then-current prospectus.
3. Term
This agreement shall continue until the date (the "Reapproval
Date") set forth on Exhibit A hereto (and, if the Fund has Series, a
separate Reapproval Date shall be specified on Exhibit A for each Series),
and thereafter shall continue automatically for successive annual periods
ending on the day (the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at least annually
by (i) the Fund's Board or (ii) vote of a majority (as defined in the
Investment Company Act of 1940) of the Shares of the Fund or the relevant
Series, as the case may be, provided that in either event its continuance
also is approved by a majority of the Board members who are not "interested
persons" (as defined in said Act) of any party to this agreement, by vote
cast in person at a meeting called for the purpose of voting on such
approval. This agreement is terminable without penalty, on 60 days' notice,
(a) by vote of holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities, or (b) by the Fund's
Board as to the Fund or the relevant Series, as the case may be, or (c) by
you. This agreement also will terminate automatically, as to the Fund or
relevant Series, as the case may be, in the event of its assignment (as
defined in said Act).
4. Miscellaneous
[4.1] The Fund recognizes that from time to time your directors,
officers, and employees may serve as trustees, directors, partners,
officers, and employees of other business trusts, corporations,
partnerships, or other entities (including other investment companies) and
that such other entities may include the name "Dreyfus" as part of their
name, and that your corporation or its affiliates may enter into
distribution or other agreements with such other entities. If you cease to
act as the distributor of the Fund's shares or if The Dreyfus Corporation or
any of its affiliates ceases to act as the Fund's investment adviser, the
Fund agrees that, at the request of The Dreyfus Corporation, the Fund will
take all necessary action to change the name of the Fund to a name not
including "Dreyfus" in any form or combination of words.
4.2 This agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund.
The obligations of this agreement shall only be binding upon the assets and
property of the Fund and shall not be binding upon any Trustee, officer or
shareholder of the Fund individually.
Please confirm that the foregoing is in accordance with your
understanding and indicate your any acceptance hereof by signing below,
whereupon it shall become a binding agreement between us.
Very truly yours,
DREYFUS SHORT INTERMEDIATE
MUNICIPAL BOND FUND
By: _______________________
Accepted:
DREYFUS SERVICE CORPORATION
By:_______________________________
EXHIBIT A
Reapproval Reapproval
Date Day
Dreyfus Short Intermediate February 9, February
Municipal Bond 2000 9th
Fund
Report of Independent Auditors
Board of Trustees
of Dreyfus Short-Intermediate Municipal Bond Fund
In planning and performing our audit of the financial statements of Dreyfus
Short-Intermediate Municipal Bond Fund for the year ended March 31, 2000, we
considered its internal control, including control activities for
safeguarding securities, to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, and not to provide assurance on
internal control.
The management of Dreyfus Short-Intermediate Municipal Bond Fund is
responsible for establishing and maintaining internal control. In
fulfilling this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of internal
control. Generally, internal controls that are relevant to an audit pertain
to the entity's objective of preparing financial statements for external
purposes that are fairly presented in conformity with generally accepted
accounting principles. Those internal controls include the safeguarding of
assets against unauthorized acquisition, use, or disposition.
Because of inherent limitations in any internal control, misstatements due
to errors or fraud may occur and not be detected. Also, projections of any
evaluation of internal control to future periods are subject to the risk
that internal control may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more of the specific internal control components does
not reduce to a relatively low level the risk that errors or fraud in
amounts that would be material in relation to the financial statements being
audited may occur and not be detected within a timely period by employees in
the normal course of performing their assigned functions. However, we noted
no matters involving internal control, including control activities for
safeguarding securities, and its operation that we consider to be material
weaknesses as defined above as of March 31, 2000.
This report is intended solely for the information and use of the board of
trustees and management of Dreyfus Short-Intermediate Municipal Bond Fund
and the Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.
ERNST & YOUNG LLP
May 1, 2000
