Dreyfus Massachusetts Intermediate Municipal Bond Fund Sample Contracts

BY-LAWS OF
Dreyfus Massachusetts Intermediate Municipal Bond Fund • May 19th, 2006
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DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND
Dreyfus Massachusetts Intermediate Municipal Bond Fund • July 27th, 2006
DISTRIBUTION AGREEMENT
Distribution Agreement • July 25th, 2005 • Dreyfus Massachusetts Intermediate Municipal Bond Fund

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.

MANAGEMENT AGREEMENT DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND
Management Agreement • July 25th, 2005 • Dreyfus Massachusetts Intermediate Municipal Bond Fund

The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its charter documents and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its investment adviser.

W I T N E S S E T H :
Dreyfus Massachusetts Intermediate Municipal Bond Fund • July 30th, 2001 • New York
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