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Exhibit n
CITIFUNDS TAX FREE RESERVES
MULTIPLE CLASS PLAN
MULTIPLE CLASS PLAN, dated as of May 5, 2000, of CitiFunds Tax Free
Reserves, a Massachusetts business trust (the "Trust").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and
WHEREAS, the shares of beneficial interest (without par value) of the
Trust (the "Shares") may be divided into one or more separate classes;
WHEREAS, the Trust desires to adopt this Multiple Class Plan (the
"Plan") as a plan pursuant to Rule 18f-3 in order that the Trust may issue
multiple classes of Shares;
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information and
considered such pertinent factors as it deemed necessary to an informed
evaluation of this Plan and determination as to whether this Plan should be
adopted and implemented, and has determined that the adoption and implementation
of this Plan, including the expense allocation contemplated herein, are in the
best interests of each class of Shares individually, as well as the best
interests of the Trust;
NOW THEREFORE, the Trust hereby adopts this Plan pursuant to Rule 18f-3
under the 1940 Act, on the following terms and conditions:
1. The Trust may issue Shares in one or more classes (each, a "Class"
and collectively, the "Classes"). Shares so issued will have the rights and
preferences set forth in the Establishment and Designation of Classes and the
Trust's then current registration statement.
2. Shares issued in Classes will be issued subject to and in accordance
with the terms of Rule 18f-3 under the 1940 Act, including, without limitation:
(a) Each Class shall have a different arrangement for
shareholder services or the distribution of securities or both, and
shall pay all of the expenses of that arrangement;
(b) Each Class may pay a different share of other expenses,
not including advisory or custodial fees or other expenses related to
the management of the Trust's assets, if these expenses are actually
incurred in a different amount by that Class, or if the Class receives
services of a different kind or to a different degree than other
Classes;
(c) Each Class shall have exclusive voting rights on any
matter submitted to shareholders that relates solely to its
arrangement;
(d) Each Class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one Class differ
from the interests of any other Class; and
(e) Except as otherwise permitted under Rule 18f-3 under the
1940 Act, each Class shall have the same rights and obligations as each
other Class.
3. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust or By-Laws or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of Trustees of the
responsibility for and control of the conduct of the affairs of the Trust.
4. This Plan shall become effective upon the later to occur of (a)
approval by a vote of the Board of Trustees and vote of a majority of the
Trustees who are not "interested persons" of the Trust (the "Qualified
Trustees"), and (b) July 14, 2000.
5. This Plan shall continue in effect indefinitely unless terminated by
a vote of the Board of Trustees of the Trust. This Plan may be terminated by a
vote of the Board of Trustees of the Trust. This Plan supercedes any and all
other multiple class plans heretofore approved by the Board of Trustees of the
Trust.
6. This Plan may be amended at any time by the Board of Trustees of the
Trust, provided that any material amendment of this Plan shall be effective only
upon approval by a vote of the Board of Trustees of the Trust and a majority of
the Qualified Trustees.
7. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
8. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
