DREYFUS FLORIDA INTERMEDIATE MUNICIPAL BOND FUND
Amended and Restated Agreement and Declaration of Trust
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made
as of the 18th day of December, 2002, by the Trustees hereunder (hereinafter
with any additional and successor trustees referred to as the "Trustees") and
by the holders of Shares (as defined herein) of beneficial interest to be
issued hereunder as hereinafter provided, hereby amends and restates in its
entirety the Agreement and Declaration of Trust dated September 12, 0000 xxxx
xx Xxxxxx, Xxxxxxxxxxxxx.
W I T N E S S E T H :
WHEREAS, the Trustees have agreed to manage all property coming into
their hands as trustees of a Massachusetts business trust in accordance with
the provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets, which they may from time to time acquire
in any manner as Trustees hereunder IN TRUST to manage and dispose of the
same upon the following terms and conditions for the pro rata benefit of the
holders from time to time of Shares, whether or not certificated, in this
Trust as hereinafter set forth.
ARTICLE I
Name and Definitions
Section 1. Name. This Trust shall be known as "Dreyfus Florida Intermediate
Municipal Bond Fund."
Section 2. Definitions. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) The term "Commission" shall have the meaning provided in the 1940
Act;
(b) The "Trust" refers to the Massachusetts business trust established
by this Agreement and Declaration of Trust, as amended or restated from time to
time;
(c) "Shareholder" means a record owner of Shares of the Trust;
(d) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided from
time to time or, if more than one series or class of Shares is authorized by the
Trustees, the equal proportionate transferable units into which each series
of Shares or class shall be divided from time to time, and includes a
fraction of a Share as well as a whole Share;
(e) The term "class" or "class of Shares" means the division of Shares
representing any series into two or more classes as provided in Article III,
Section 1 hereof;
(f) The term "series" or "series of Shares" refers to the one or more
separate investment portfolios of the Trust into which the assets and
liabilities of the Trust may be divided and the Shares of the Trust
representing the beneficial interest of Shareholders in such respective
portfolios;
(g) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations thereunder, all as amended from time to time;
(h) The term "Manager" is defined in Article IV, Section 5; and
(i) The term "Person" shall mean an individual or any corporation,
partnership, joint venture, trust or other enterprise.
ARTICLE II
Purposes of Trust
This Trust is formed for the following purpose or purposes:
(a) to conduct, operate and carry on the business of an investment
company;
(b) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and with securities of every
nature, kind, character, type and form, including, without limitation of the
generality of the foregoing, all types of stocks, shares, futures contracts,
bonds, debentures, notes, bills and other negotiable or non-negotiable
instruments, obligations, evidences of interest, certificates of interest,
certificates of participation, certificates, interests, evidences of
ownership, guarantees, warrants, options or evidences of indebtedness issued
or created by or guaranteed as to principal and interest by any state or
local government or any agency or instrumentality thereof, by the United
States Government or any agency, instrumentality, territory, district or
possession thereof, by any foreign government or any agency, instrumentality,
territory, district or possession thereof, by any corporation organized under
the laws of any state, the United States or any territory or possession
thereof or under the laws of any foreign country, bank certificates of
deposit, bank time deposits, bankers' acceptances and commercial paper; to
pay for the same in cash or by the issue of stock, including treasury stock,
bonds or notes of the Trust or otherwise; and to exercise any and all rights,
powers and privileges of ownership or interest in respect of any and all such
investments of every kind and description, including, without limitation, the
right to consent and otherwise act with respect thereto, with power to
designate one or more persons, firms, associations or corporations to
exercise any of said rights, powers and privileges in respect of any said
instruments;
(c) to borrow money or otherwise obtain credit and to secure the same
by mortgaging, pledging or otherwise subjecting as security the assets of the
Trust;
(d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in, Shares
including Shares in fractional denominations, and to apply to any such
repurchase, redemption, retirement, cancellation or acquisition of Shares of
any funds or other assets of the appropriate series or class of Shares,
whether capital or surplus or otherwise, to the full extent now or hereafter
permitted by the laws of The Commonwealth of Massachusetts;
(e) to conduct its business, promote its purposes, and carry on its
operations in any and all of its branches and maintain offices both within
and without The Commonwealth of Massachusetts, in any and all States of the
United States of America, in the District of Columbia, and in any other parts
of the world; and
(f) to do all and everything necessary, suitable, convenient, or
proper for the conduct, promotion, and attainment of any of the businesses and
purposes herein specified or which at any time may be incidental thereto or may
appear conducive to or expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in or carried on by a
business trust organized under the Massachusetts General Laws, and to have and
exercise all of the powers conferred by the laws of The Commonwealth of
Massachusetts upon a Massachusetts business trust.
The foregoing provisions of this Article II shall be construed both as
purposes and powers and each as an independent purpose and power.
ARTICLE III
Beneficial Interest
Section 1. Shares of Beneficial Interest. The Shares of the Trust shall be
issued in one or more series as the Trustees may, without Shareholder
approval, authorize. Each series shall be preferred over all other series in
respect of the assets allocated to that series and shall represent a separate
investment portfolio of the Trust. The beneficial interest in each series at
all times shall be divided into Shares, with or without par value as the
Trustees may from time to time determine, each of which shall, except as
provided in the following sentence, represent an equal proportionate interest
in the series with each other Share of the same series, none having priority
or preference over another. The Trustees may, without Shareholder approval,
divide Shares of any series into two or more classes. Shares of each such
class having such preferences and special or relative rights and privileges
(including conversion rights, if any) as the Trustees may determine. The
number of Shares authorized shall be unlimited, and the Shares so authorized
may be represented in part by fractional shares. From time to time, the
Trustees may divide or combine the Shares of any series or class into a
greater or lesser number without thereby changing the proportionate
beneficial interests in the series or class or in any way effecting the
rights of any other series or class. The Trustees shall have the authority
to provide that the holders of Shares of any series or class shall have the
right to exchange said Shares for Shares of one or more other series or
classes of Shares in accordance with such requirements and procedures as may
be established by the Trustees.
Section 2. Ownership of Shares. The ownership of Shares will be recorded in
the books of the Trust or a transfer agent. The record books of the Trust or
any transfer agent, as the case may be, shall be conclusive as to who are the
holders of Shares of each series and class and as to the number of Shares of
each series and class held from time to time by each. No certificates
certifying the ownership of Shares need be issued except as the Trustees may
otherwise determine from time to time.
Section 3. Issuance of Shares. The Trustees are authorized, from time to
time, to issue or authorize the issuance of Shares at not less than the par
value thereof, if any, and to fix the price or the minimum price or the
consideration (in cash and/or such other property, real or personal, tangible
or intangible, as from time to time they may determine) or minimum
consideration for such Shares. Anything herein to the contrary
notwithstanding, the Trustees may issue Shares pro rata to the Shareholders
of a series at any time as a stock dividend, except to the extent otherwise
required or permitted by the preferences and special or relative rights and
privileges of any classes of Shares of that series, and any stock dividend to
the Shareholders of a particular class of Shares shall be made to such
Shareholders pro rata in proportion to the number of Shares of such class
held by each of them.
All consideration received by the Trust for the issue or sale of Shares
of each series, together with all income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any funds or payments derived from any reinvestment
of such proceeds in whatever form the same may be, shall belong irrevocably
to the series of Shares with respect to which the same were received by the
Trust for all purposes, subject only to the rights of creditors, and shall be
so handled upon the books of account of the Trust and are herein referred to
as "assets of" such series.
Shares may be issued in fractional denominations to the same extent as
whole Shares, and Shares in fractional denominations shall be Shares having
proportionately to the respective fractions represented thereby all the
rights of whole Shares, including, without limitation, the right to vote, the
right to receive dividends and distributions, and the right to participate
upon liquidation of the Trust or of a particular series or class of Shares.
Section 4. No Preemptive Rights. Shareholders shall have no preemptive or
other right to subscribe for any additional Shares or other securities issued
by the Trust.
Section 5. Status of Shares and Limitation of Personal Liability. Shares
shall be deemed to be personal property giving only the rights provided in
this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof and
to have become a party hereto. The death of a Shareholder during the
continuance of the Trust shall not operate to terminate the same nor entitle
the representative of any deceased Shareholder to an accounting or to take
any action in court or elsewhere against the Trust or the Trustees, but only
to the rights of said decedent under this Trust. Ownership of Shares shall
not entitle the Shareholder to any title in or to the whole or any part of
the Trust property or right to call for a partition or division of the same
or for an accounting, nor shall the ownership of Shares constitute the
Shareholders partners. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind any Shareholder
or Trustee personally or to call upon any Shareholder for the payment of any
sum of money or assessment whatsoever other than such as the Shareholder at
any time personally may agree to pay by way of subscription for any Shares or
otherwise. Every note, bond, contract or other undertaking issued by or on
behalf of the Trust shall include a recitation limiting the obligation
represented thereby to the Trust and its assets or the assets of a particular
series (but the omission of such a recitation shall not operate to bind any
Shareholder or Trustee personally).
ARTICLE IV
Trustees
Section 1. Election. A Trustee may be elected either by the Trustees or the
Shareholders. The Trustees named herein shall serve until the first meeting
of the Shareholders or until the election and qualification of their
successors. Prior to the first meeting of Shareholders the initial Trustees
hereunder may elect additional Trustees to serve until such meeting and until
their successors are elected and qualified. The Trustees also at any time
may elect Trustees to fill vacancies in the number of Trustees. The number
of Trustees shall be fixed from time to time by the Trustees and, at or after
the commencement of the business of the Trust, shall be not less than three.
Each Trustee, whether named above or hereafter becoming a Trustee, shall
serve as a Trustee during the lifetime of this Trust, until such Trustee
dies, resigns, retires, or is removed, or, if sooner, until the next meeting
of Shareholders called for the purpose of electing Trustees and the election
and qualification of his successor. Subject to Section 16(a) of the 1940
Act, the Trustees may elect their own successors and, pursuant to this
Section, may appoint Trustees to fill vacancies.
Section 2. Powers. The Trustees shall have all powers necessary or desirable
to carry out the purposes of the Trust, including, without limitation, the
powers referred to in Article II hereof. Without limiting the generality of
the foregoing, the Trustees may adopt By-Laws not inconsistent with this
Declaration of Trust providing for the conduct of the business of the Trust
and may amend and repeal them to the extent that they do not reserve that
right to the Shareholders; they may fill vacancies in their number, including
vacancies resulting from increases in their own number, and may elect and
remove such officers and employ, appoint and terminate such employees or
agents as they consider appropriate; they may appoint from their own number
and terminate any one or more committees; they may employ one or more
custodians of the assets of the Trust and may authorize such custodians to
employ subcustodians and to deposit all or any part of such assets in a
system or systems for the central handling of securities, retain a transfer
agent and a Shareholder servicing agent, or both, provide for the
distribution of Shares through a principal underwriter or otherwise, set
record dates, and in general delegate such authority as they consider
desirable (including, without limitation, the authority to purchase and sell
securities and to invest funds, to determine the net income of the Trust for
any period, the value of the total assets of the Trust and the net asset
value of each Share, and to execute such deeds, agreements or other
instruments either in the name of the Trust or the names of the Trustees or
as their attorney or attorneys or otherwise as the Trustees from time to time
may deem expedient) to any officer of the Trust, committee of the Trustees,
any such employee, agent, custodian or underwriter or to any Manager.
Without limiting the generality of the foregoing, the Trustees shall
have full power and authority:
(a) To invest and reinvest cash and to hold cash uninvested;
(b) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall deem proper;
(c) To hold any security or property in a form not indicating any trust
whether in bearer, unregistered or other negotiable form or in the name of
the Trust or a custodian, subcustodian or other depository or a nominee or
nominees or otherwise;
(d) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which
is held in the Trust; to consent to any contract, lease, mortgage, purchase
or sale of property by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust;
(e) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit
any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such portion of
the expenses and compensation of such committee, depositary or trustee as the
Trustees shall deem proper;
(f) To compromise, arbitrate, or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including, but not limited
to, claims for taxes;
(g) Subject to the provisions of Article III, Section 3, to allocate
assets, liabilities, income and expenses of the Trust to a particular series of
Shares or to apportion the same among two or more series, provided that any
liabilities or expenses incurred by a particular series of Shares shall be
payable solely out of the assets of that series; and to the extent necessary
or appropriate to give effect to the preferences and special or relative
rights and privileges of any classes of Shares, to allocate assets,
liabilities, income and expenses of a series to a particular class of Shares
of that series or to apportion the same among two or more classes of Shares
of that series;
(h) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(i) To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers or Managers, principal
underwriters, or independent contractors of the Trust individually against
all claims and liabilities of every nature arising by reason of holding,
being or having held any such office or position, or by reason of any action
alleged to have been taken or omitted by any such person as Shareholder,
Trustee, officer, employee, agent, investment adviser or Manager, principal
underwriter, or independent contractor, including any action taken or omitted
that may be determined to constitute negligence, whether or not the Trust
would have the power to indemnify such person against such liability; and
(j) To pay pensions for faithful service, as deemed appropriate by the
Trustees, and to adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement, incentive
and benefit plans, trusts and provisions, including the purchasing of life
insurance and annuity contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees, officers, employees and
agents of the Trust.
Further, without limiting the generality of the foregoing, the Trustees
shall have full power and authority to incur and pay out of the principal or
income of the Trust such expenses and liabilities as may be deemed by the
Trustees to be necessary or proper for the purposes of the Trust; provided,
however, that all expenses and liabilities incurred by or arising in
connection with a particular series or class of Shares, as determined by the
Trustees, shall be payable solely out of the assets of that series or class.
Any determination made in good faith and, so far as accounting matters
are involved, in accordance with generally accepted accounting principles by
or pursuant to the authority granted by the Trustees, as to the amount of the
income, assets, debts, obligations or liabilities of the Trust or a
particular series or class of Shares; the amount of any reserves or charges
set up and the propriety thereof; the time of or purpose for creating such
reserves or charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for which such
reserves or charges shall have been created shall have been paid or
discharged or shall be then or thereafter required to be paid or discharged);
the price or closing bid or asked price of any investment owned or held by
the Trust or a particular series or class; the market value of any investment
or fair value of any other asset of the Trust or a particular series or
class; the number of Shares outstanding; the estimated expense to the Trust
or a particular series or class in connection with purchases of its Shares;
the ability to liquidate investments in an orderly fashion; and the extent to
which it is practicable to deliver a cross-section of the portfolio of the
Trust or a particular series or class in payment for any such Shares, or as
to any other matters relating to the issue, sale, purchase and/or other
acquisition or disposition of investments or Shares of the Trust or a
particular series or class, shall be final and conclusive, and shall be
binding upon the Trust or such series and its Shareholders, past, present and
future, and Shares are issued and sold on the condition and understanding
that any and all such determinations shall be binding as aforesaid.
Section 3. Meetings. At any meeting of the Trustees, a majority of the
Trustees then in office shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.
When a quorum is present at any meeting, a majority of the Trustees
present may take any action, except when a larger vote is required by this
Declaration of Trust, the By-Laws or the 1940 Act.
Any action required or permitted to be taken at any meeting of the
Trustees or of any committee thereof may be taken without a meeting, if a
written consent to such action is signed by a majority of the Trustees or
members of any such committee then in office, as the case may be, and such
written consent is filed with the minutes of proceedings of the Trustees or
any such committee.
The Trustees or any committee designated by the Trustees may participate
in a meeting of the Trustees or such committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 4. Ownership of Assets of the Trust. Title to all of the assets of
each series of Shares of the Trust at all times shall be considered as vested
in the Trustees.
Section 5. Investment Advice and Management Services. The Trustees shall
not in any way be bound or limited by any present or future law or custom in
regard to investments by trustees. The Trustees from time to time may enter
into a written contract or contracts with any person or persons (herein
called the "Manager"), including The Dreyfus Corporation or any other firm,
corporation, trust or association in which any Trustee or Shareholder may be
interested, to act as investment advisers and/or managers of the Trust and to
provide such investment advice and/or management as the Trustees from time to
time may consider necessary for the proper management of the assets of the
Trust, including, without limitation, authority to determine from time to
time what investments shall be purchased, held, sold or exchanged and what
portion, if any, of the assets of the Trust shall be held uninvested and to
make changes in the Trust's investments. Any such contract shall be subject
to the requirements of the 1940 Act with respect to its continuance in
effect, its termination and the method of authorization and approval of such
contract, or any amendment thereto or renewal thereof.
Any Trustee or any organization with which any Trustee may be associated
also may act as broker for the Trust in making purchases and sales of
securities for or to the Trust for its investment portfolio, and may charge
and receive from the Trust the usual and customary commission for such
service. Any organization with which a Trustee may be associated in acting
as broker for the Trust shall be responsible only for the proper execution of
transactions in accordance with the instructions of the Trust and shall be
subject to no further liability of any sort whatever.
The Manager, or any affiliate thereof, also may be a distributor for the
sale of Shares by separate contract or may be a person controlled by or
affiliated with any Trustee or any distributor or a person in which any
Trustee or any distributor is interested financially, subject only to
applicable provisions of law. Nothing herein contained shall operate to
prevent any Manager, who also acts as such a distributor, from also receiving
compensation for services rendered as such distributor.
Section 6. Removal and Resignation of Trustees. The Trustees or the
Shareholders (by vote of 66-2/3% of the outstanding shares entitled to vote
thereon) may remove at any time any Trustee with or without cause, and any
Trustee may resign at any time as Trustee, without penalty by written notice
to the Trust; provided that sixty days' advance written notice shall be given
in the event that there are only three or less Trustees at the time a notice
of resignation is submitted.
ARTICLE V
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Article IV, Section 1, of this
Declaration of Trust; provided, however, that no meeting of Shareholders is
required to be called for the purpose of electing Trustees unless and until
such time as less than a majority of the Trustees have been elected by the
Shareholders, (ii) for the removal of Trustees as provided in Article IV,
Section 6, (iii) with respect to any Manager as provided in Article IV,
Section 5, (iv) with respect to any amendment of this Declaration of Trust as
provided in Article IX, Section 8, (v) with respect to a consolidation,
merger or certain sales of assets as provided in Article IX, Section 4,
(vi) with respect to the termination of the Trust or a series or class of
Shares as provided in Article IX, Section 5, (vii) to the same extent as the
stockholders of a Massachusetts business corporation, as to whether or not a
court action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust or the Shareholders,
and (viii) with respect to such additional matters relating to the Trust as
may be required by law, by this Declaration of Trust, or the By-Laws of the
Trust or any registration of the Trust with the Commission or any state, or
as the Trustees may consider desirable. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote (except that in
the election of Trustees said vote may be cast for as many persons as there
are Trustees to be elected), and each fractional Share shall be entitled to a
proportionate fractional vote. Notwithstanding any other provision of this
Declaration of Trust, on any matter submitted to a vote of Shareholders, all
Shares of the Trust then entitled to vote shall be voted in the aggregate as
a single class without regard to series or classes of Shares, except (1) when
required by the 1940 Act or when the Trustees shall have determined that the
matter affects one or more series or classes materially differently then
Shares shall be voted by individual series or class and (2) when the matter
affects only the interests of one or more series or classes, then only
Shareholders of such series or classes shall be entitled to vote thereon.
There shall be no cumulative voting in the election of Trustees. Shares may
be voted in person or by proxy. A proxy with respect to Shares held in the
name of two or more persons shall be valid if executed by any one of them,
unless at or prior to exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of them. A proxy purporting to
be executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger. Whenever no Shares of any series or class are
issued and outstanding, the Trustees may exercise with respect to such series
or class all rights of Shareholders and may take any action required by law,
this Declaration of Trust or any By-Laws of the Trust to be taken by
Shareholders.
Section 2. Meetings. Meetings of the Shareholders may be called by the
Trustees or such other person or persons as may be specified in the By-Laws
and shall be called by the Trustees upon the written request of Shareholders
owning at least thirty percent (30%) of the outstanding Shares entitled to
vote. Shareholders shall be entitled to at least ten days' prior notice of
any meeting.
Section 3. Quorum and Required Vote. Thirty percent (30%) of the
outstanding Shares shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of this
Declaration of Trust permits or requires that holders of any series or class
shall vote as a series or class, then thirty percent (30%) of the aggregate
number of Shares of that series or class entitled to vote shall be necessary to
constitute a quorum for the transaction of business by that series or class.
Any lesser number, however, shall be sufficient for adjournment and any
adjourned session or sessions may be held within 90 days after the date set for
the original meeting without the necessity of further notice. Except when a
larger vote is required by any provision of this Declaration of Trust or the
By-Laws of the Trust and subject to any applicable requirements of law, a
majority of the Shares voted shall decide any question and a plurality shall
elect a Trustee, provided that where any provision of law or of this
Declaration of Trust permits or requires that the holders of any series or
class shall vote as a series or class, then a majority of the Shares of that
series or class voted on the matter (or a plurality with respect to the
election of a Trustee) shall decide that matter insofar as that series or
class is concerned.
Section 4. Action by Written Consent. Any action required or permitted to
be taken at any meeting may be taken without a meeting if a consent in writing,
setting forth such action, is signed by all the Shareholders entitled to vote
on the subject matter thereof and such consent is filed with the records of
the Trust.
Section 5. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VI
Distributions and Redemptions
Section 1. Distributions. The Trustees shall distribute periodically to
the Shareholders of each series of Shares an amount approximately equal to the
net income of that series, determined by the Trustees or as they may
authorize and as herein provided. Distributions of income may be made in one
or more payments, which shall be in Shares, cash or otherwise, and on a date
or dates and as of a record date or dates determined by the Trustees. At any
time and from time to time in their discretion, the Trustees also may cause
to be distributed to the Shareholders of any one or more series as of a
record date or dates determined by the Trustees, in Shares, cash or
otherwise, all or part of any gains realized on the sale or disposition of
the assets of the series or all or part of any other principal of the Trust
attributable to the series. Each distribution pursuant to this Section 1
shall be made ratably according to the number of Shares of the series held by
the several Shareholders on the record date for such distribution, except to
the extent otherwise required or permitted by the preferences and special or
relative rights and privileges of any classes of Shares of that series, and
any distribution to the Shareholders of a particular class of Shares shall be
made to such Shareholders pro rata in proportion to the number of Shares of
such class held by each of them. Except as required by applicable law, no
distribution need be made on Shares purchased pursuant to orders received, or
for which payment is made, after such time or times as the Trustees may
determine.
Section 2. Determination of Net Income. In determining the net income of
each series or class of Shares for any period, there shall be deducted from
income for that period (a) such portion of all charges, taxes, expenses and
liabilities due or accrued as the Trustees shall consider properly chargeable
and fairly applicable to income for that period or any earlier period and
(b) whatever reasonable reserves the Trustees shall consider advisable for
possible future charges, taxes, expenses and liabilities which the Trustees
shall consider properly chargeable and fairly applicable to income for that
period or any earlier period. The net income of each series or class for any
period may be adjusted for amounts included on account of net income in the
net asset value of Shares issued or redeemed or repurchased during that
period. In determining the net income of a series or class for a period
ending on a date other than the end of its fiscal year, income may be
estimated as the Trustees shall deem fair. Gains on the sale or disposition
of assets shall not be treated as income, and losses shall not be charged
against income unless appropriate under applicable accounting principles,
except in the exercise of the discretionary powers of the Trustees. Any
amount contributed to the Trust which is received as income pursuant to a
decree of any court of competent jurisdiction shall be applied as required by
the said decree.
Section 3. Redemptions. Any Shareholder shall be entitled to require the
Trust to redeem and the Trust shall be obligated to redeem at the option of
such Shareholder all or any part of the Shares owned by said Shareholder, at
the redemption price, pursuant to the method, upon the terms and subject to
the conditions hereinafter set forth:
(a) Certificates for Shares, if issued, shall be presented for redemption
in proper form for transfer to the Trust or the agent of the Trust appointed for
such purpose, and these shall be presented with a written request that the
Trust redeem all or any part of the Shares represented thereby.
(b) The redemption price per Share shall be the net asset value per Share
when next determined by the Trust at such time or times as the Trustees shall
designate, following the time of presentation of certificates for Shares, if
issued, and an appropriate request for redemption, or such other time as the
Trustees may designate in accordance with any provision of the 1940 Act, or
any rule or regulation made or adopted by any securities association
registered under the Securities Exchange Act of 1934, as determined by the
Trustees.
(c) Net asset value of each series or class of Shares (for the purpose of
issuance of Shares as well as redemptions thereof) shall be determined by
dividing:
(i) the total value of the assets of such series or class determined
as provided in paragraph (d) below less, to the extent determined by or
pursuant to the direction of the Trustees in accordance with generally
accepted accounting principles, all debts, obligations and liabilities
of such series or class (which debts, obligations and liabilities shall
include, without limitation of the generality of the foregoing, any and
all debts, obligations, liabilities, or claims, of any and every kind
and nature, fixed, accrued and otherwise, including the estimated
accrued expenses of management and supervision, administration and
distribution and any reserves or charges for any or all of the
foregoing, whether for taxes, expenses, or otherwise, and the price of
Shares redeemed but not paid for) but excluding the Trust's liability
upon its Shares and its surplus, by
(ii) the total number of Shares of such series or class outstanding.
The Trustees are empowered, in their absolute discretion, to establish
other methods for determining such net asset value whenever such other
methods are deemed by them to be necessary to enable the Trust to comply
with, or are deemed by them to be desirable, provided they are not
inconsistent with any provision of the 1940 Act.
(d) In determining for the purposes of this Declaration of Trust the total
value of the assets of each series or class of Shares at any time,
investments and any other assets of such series or class shall be valued in
such manner as may be determined from time to time by or pursuant to the
order of the Trustees.
(e) Payment of the redemption price by the Trust may be made either in cash
or in securities or other assets at the time owned by the Trust or partly in
cash and partly in securities or other assets at the time owned by the
Trust. The value of any part of such payment to be made in securities or
other assets of the Trust shall be the value employed in determining the
redemption price. Payment of the redemption price shall be made on or before
the seventh day following the day on which the Shares are properly presented
for redemption hereunder, except that delivery of any securities included in
any such payment shall be made as promptly as any necessary transfers on the
books of the issuers whose securities are to be delivered may be made and,
except as postponement of the date of payment may be permissible under the
1940 Act.
Pursuant to resolution of the Trustees, the Trust may deduct from the
payment made for any Shares redeemed a liquidating charge not in excess of
one percent (1%) of the redemption price of the Shares so redeemed, and the
Trustees may alter or suspend any such liquidating charge from time to time.
(f) The right of any holder of Shares redeemed by the Trust as provided
in this Article VI to receive dividends or distributions thereon and all other
rights of such Shareholder with respect to such Shares shall terminate at the
time as of which the redemption price of such Shares is determined, except
the right of such Shareholder to receive (i) the redemption price of such
Shares from the Trust in accordance with the provisions hereof, and (ii) any
dividend or distribution to which such Shareholder previously had become
entitled as the record holder of such Shares on the record date for such
dividend or distribution.
g) Redemption of Shares by the Trust is conditional upon the Trust having
funds or other assets legally available therefor.
(h) The Trust, either directly or through an agent, may repurchase its
Shares, out of funds legally available therefor, upon such terms and
conditions and for such consideration as the Trustees shall deem advisable,
by agreement with the owner at a price not exceeding the net asset value per
Share as determined by or pursuant to the order of the Trustees at such time
or times as the Trustees shall designate, less a charge not to exceed one
percent (1%) of such net asset value, if and as fixed by resolution of the
Trustees from time to time, and to take all other steps deemed necessary or
advisable in connection therewith.
(i) Shares purchased or redeemed by the Trust shall be cancelled or held
by the Trust for reissue, as the Trustees from time to time may determine.
(j) The obligations set forth in this Article VI may be suspended or
postponed, (1) for any period (i) during which the New York Stock Exchange is
closed other than for customary weekend and holiday closings, or (ii) during
which trading on the New York Stock Exchange is restricted, (2) for any
period during which an emergency exists as a result of which (i) the disposal
by the Trust of investments owned by it is not reasonably practicable, or
(ii) it is not reasonably practicable for the Trust fairly to determine the
value of its net assets, or (3) for such other periods as the Commission or
any successor governmental authority by order may permit.
Notwithstanding any other provision of this Section 3 of Article VI, if
certificates representing such Shares have been issued, the redemption or
repurchase price need not be paid by the Trust until such certificates are
presented in proper form for transfer to the Trust or the agent of the Trust
appointed for such purpose; however, the redemption or repurchase shall be
effective, in accordance with the resolution of the Trustees, regardless of
whether or not such presentation has been made.
Section 4. Redemptions at the Option of the Trust. The Trust shall have the
right at its option and at any time to redeem Shares of any Shareholder at
the net asset value thereof as determined in accordance with Section 3 of
Article VI of this Declaration of Trust: (i) if at such time such Shareholder
owns fewer Shares than, or Shares having an aggregate net asset value of less
than, an amount determined from time to time by the Trustees; or (ii) to the
extent that such Shareholder owns Shares of a particular series or class of
Shares equal to or in excess of a percentage of the outstanding Shares of
that series or class determined from time to time by the Trustees; or
(iii) to the extent that such Shareholder owns Shares of the Trust
representing a percentage equal to or in excess of such percentage of the
aggregate number of outstanding Shares of the Trust or the aggregate net
asset value of the Trust determined from time to time by the Trustees.
Section 5. Dividends, Distributions, Redemptions and Repurchases. No dividend
or distribution (including, without limitation, any distribution paid upon
termination of the Trust or of any series or class) with respect to, nor any
redemption or repurchase of, the Shares of any series or class shall be
effected by the Trust other than from the assets of such series or class, nor
shall any Shareholder of any particular series or class otherwise have any
right or claim against the assets belonging to any other series or
attributable to any other class except that such Shareholder has such a right
or claim hereunder as a Shareholder to such other series or class.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Section 1. Compensation. The Trustees shall be entitled to reasonable
compensation from the Trust and may fix the amount of their compensation.
Section 2. Limitation of Liability. The Trustees shall not be responsible or
liable in any event for any neglect or wrongdoing of any officer, agent,
employee or Manager of the Trust, nor shall any Trustee be responsible for
the act or omission of any other Trustee, but nothing herein contained shall
protect any Trustee against any liability to which he 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.
Every note, bond, contract, instrument, certificate, share, or
undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust or the Trustees or any of them in connection with the
Trust, shall be deemed conclusively to have been executed or done only in
their or his capacity as Trustees or Trustee, and such Trustees or Trustee
shall not be personally liable thereon.
ARTICLE VIII
Indemnification
Section 1. Indemnification of Trustees, Officers, Employees and Agents.
Each person who is or was a Trustee, officer, employee or agent of the Trust
shall be entitled to indemnification out of the assets of the Trust to the
extent provided in, and subject to the provisions of, the By-Laws, provided that
no indemnification shall be granted by the Trust in contravention of the 1940
Act.
Section 2. Merged Corporations. For the purposes of this Article VIII
references to "the Trust" include any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents as well as the
resulting or surviving entity; so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such a constituent corporation as a trustee,
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise shall stand in the same position
under the provisions of this Article VIII with respect to the resulting or
surviving entity as he would have with respect to such a constituent
corporation if its separate existence had continued.
Section 3. Shareholders. In case any Shareholder or former Shareholder
shall be held to be personally liable solely by reason of his being or having
been a Shareholder and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled
out of the assets of the particular series of Shares of which he or she is or
was a Shareholder to be held harmless from and indemnified against all losses
and expenses arising from such liability. Upon request, the Trust shall
cause its counsel to assume the defense of any claim which, if successful,
would result in an obligation of the Trust to indemnify the Shareholder as
aforesaid.
ARTICLE IX
Status of the Trust and Other General Provisions
Section 1. Trust Not a Partnership. It is hereby expressly declared that a
trust and not a partnership is created hereby. Neither the Trust nor the
Trustees, nor any officer, employee or agent of the Trust shall have any
power to bind personally either the Trust's Trustees or officers or any
Shareholders. All persons extending credit to, contracting with or having
any claim against the Trust or a particular series of Shares shall look only
to the assets of the Trust or the assets of that particular series for
payment under such credit, contract or claim; and neither the Shareholders
nor the Trustees, nor any of the Trust's officers, employees or agents,
whether past, present or future, shall be personally liable therefor.
Nothing in this Declaration of Trust shall protect any Trustee against any
liability to which such Trustee otherwise would be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee hereunder.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or Surety.
Theexercise by the Trustees of their powers and discretion hereunder under the
circumstances then prevailing, shall be binding upon everyone interested. A
Trustee shall be liable for his or her own willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of the office of Trustee, and for nothing else, and shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees may take advice
of counsel or other experts with respect to the meaning and operation of this
Declaration of Trust, and subject to the provisions of Section 1 of this
Article IX shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice. The Trustees shall
not be required to give any bond as such, nor any surety if a bond is
required.
Section 3. Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees pursuant
hereto or to see to the application of any payments made or property
transferred to the Trust or upon its order.
ection 4. Trustees, Shareholders, etc. Not Personally Liable: Notice. All
persons extending credit to, contracting with or having any claim against the
Trust or any series or class of Shares shall look only to the assets of the
Trust, or to the extent that the liability of the Trust may have been
expressly limited by contract to the assets of a particular series or
attributable to a particular class, only to the assets belonging to the
relevant series or attributable to the relevant class, for payment under such
credit, contract or claim; and neither the Shareholders nor the Trustees, nor
any of the Trust's officers, employees or agents, whether past, present or
future, shall be personally liable therefor.
Section 5. Consolidation, Merger, Sale of Assets. The Trust may, in
accordance with the provisions of this Section:
(1) Consolidate with one or more corporations or trusts to form a new
consolidated corporation or trust; or
(2) Merge into a corporation or trust, or have merged into it one or
more corporations or trusts; or
(3) Sell, lease, exchange or transfer all, or substantially all, its
property and assets, including its good will and franchises.
Any such consolidation, merger, sale, lease, exchange or other transfer
of all or substantially all of the property and assets of the Trust may be
made only upon substantially the terms and conditions set forth in a proposed
form of articles of consolidation, articles of merger or articles of sale,
lease, exchange or transfer, as the case may be, which are approved by votes
of the Trustees and Shareholders holding a majority of the Shares entitled to
vote thereon, provided that in the case of a merger in which the Trust is the
surviving entity which effects no reclassification or change of any
outstanding shares of the Trust or other amendment of this Declaration of
Trust, no vote of the Shareholders shall be necessary (and in lieu thereof,
the proposed articles of merger shall be approved by a majority of the
Trustees) if the number of Shares, if any, of the Trust to be issued or
delivered in the merger does not exceed fifteen percent of the number of
Shares outstanding (before giving effect to the merger) on the effective date
of the merger. Any articles of consolidation, merger, sale, lease, exchange
or transfer shall constitute a supplemental Declaration of Trust, copies of
which shall be filed as specified in Section 7 of this Article IX.
Section 6. Termination of Trust. Unless terminated as provided herein, the
Trust shall continue without limitation of time. The Trust may be terminated
at any time by vote of Shareholders holding at least a majority of the Shares
of each series entitled to vote or by the Trustees by written notice to the
Shareholders. Any series or class of Shares may be terminated at any time by
vote of Shareholders holding at least a majority of the Shares of such series
entitled to vote or by the Trustees by written notice to the Shareholders of
such series or class.
Upon termination of the Trust or of any one or more series or classes of
Shares, after paying or otherwise providing for all charges, taxes, expenses
and liabilities, whether due or accrued or anticipated as may be determined
by the Trustees, the Trust shall reduce, in accordance with such procedures
as the Trustees consider appropriate, the remaining assets to distributable
form in cash or shares or other securities, or any combination thereof, and
distribute the proceeds to the Shareholders of the series involved, ratably
according to the number of Shares of such series held by the several
Shareholders of such series on the date of termination, except to the extent
otherwise required or permitted by the preferences and special or relative
rights and privileges of any classes of Shares of that series, provided that
any distribution to the Shareholders of a particular class of Shares shall be
made to such Shareholders pro rata in proportion to the number of Shares of
such class held by each of them.
Section 7. Filing of Copies, References, Headings. The original or a copy
ofthis instrument and of each amendment hereto and of each Declaration of Trust
supplemental hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of each such
amendment and supplemental Declaration of Trust shall be filed by the Trust
with the Secretary of The Commonwealth of Massachusetts and the Boston City
Clerk, as well as any other governmental office where such filing may from
time to time be required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any such
amendments or supplemental Declarations of Trust have been made and as to
matters in connection with the Trust hereunder; and, with the same effect as
if it were the original, may rely on a copy certified by an officer of the
Trust to be a copy of this instrument or of any such amendment or
supplemental Declaration of Trust. In this instrument or in any such
amendment or supplemental Declaration of Trust, references to this
instrument, and all expressions like "herein," "hereof," and "hereunder,"
shall be deemed to refer to this instrument as amended or affected by any
such amendment or supplemental Declaration of Trust. Headings are placed
herein for convenience of reference only and in case of any conflict, the
text of this instrument, rather than the headings, shall control. This
instrument may be executed in any number of counterparts each of which shall
be deemed an original.
Section 8. Applicable Law. The Trust set forth in this instrument is made
in The Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of said
Commonwealth. The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
Section 9. Amendments. This Declaration of Trust may be amended at any
time by an instrument in writing signed by a majority of the then Trustees when
authorized so to do by a vote of Shareholders holding a majority of the
Shares outstanding and entitled to vote, except that an amendment which shall
affect the holders of one or more series or class of Shares but not the
holders of all outstanding series or classes of Shares shall be authorized by
vote of the Shareholders holding a majority of the Shares entitled to vote of
the series or classes affected and no vote of Shareholders of a series or
class not affected shall be required. Amendments having the purpose of
changing the name of the Trust or of supplying any omission, curing any
ambiguity or curing, correcting or supplementing any defective or
inconsistent provision contained herein shall not require authorization by
Shareholder vote.
IN WITNESS WHEREOF, Dreyfus Florida Intermediate Municipal Bond Fund has
caused this instrument to be signed in its name and on its behalf by the
undersigned Trustees as of the 18th day of December, 2002.
DREYFUS FLORIDA INTERMEDIATE
MUNICIPAL BOND FUND
/s/ Xxxxxx X. XxXxxxxxx
___________________________
Xxxxxx X. XxXxxxxxx, Trustee
/s/ Xxxxxx X. Xxxxx
___________________________
Xxxxxx X. Xxxxx, Trustee
/s/ Xxxxx X. Xxxxxxx
___________________________
Xxxxx X. Xxxxxxx, Trustee
/s/ Xxxx Xxxxxx
___________________________
Xxxx Xxxxxx, Trustee
/s/ Xxxxxx Xxxx
___________________________
Xxxxxx Xxxx, Trustee
/s/ Xxxxxx Xxxxxxx
___________________________
Xxxxxx Xxxxxxx, Trustee
/s/ Xxxxxx X. Xxxx
___________________________
Xxxxxx X. Xxxx, Trustee
/s/ Xxxx Xxxxxx
___________________________
Xxxx Xxxxxx, Trustee
Address of Trustees:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address of Trust:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address of Resident Agent:
CT Corporation System
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
