Exhibit a(3)
FORM OF
AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF SERIES OF
SHARES OF BENEFICIAL INTEREST (WITHOUT PAR VALUE)
Pursuant to Section 6.9 of the Declaration of Trust, dated April 23, 1984,
as amended and restated (the "Declaration of Trust"), of CitiFunds Trust I
(formerly, Landmark Funds I) (the "Trust"), the undersigned, being a majority
of the Trustees of the Trust, do hereby amend and restate the Trust's existing
Establishment and Designation of Series of Shares of Beneficial Interest
(without par value) in order to change the name of ten series of Shares (as
defined in the Declaration of Trust) of the Trust which were previously
established and designated. No other changes to the special and relative rights
of the existing series are intended by this amendment and restatement.
1. The series previously designated with the name listed under "Former
Name" below are hereby redesignated with the new name listed under "New Name"
below:
FORMER NAME NEW NAME
Citi Nasdaq 100 Portfolio Citi Nasdaq-100 Index Fund
Citi Small Cap Index Portfolio Citi Small Cap Index Fund
Citi 1000 Index Portfolio Citi U.S. 1000 Index Fund
Citi Global Titans Index Citi Global Titans Index
Portfolio Fund
Citi Financial Services Index Citi Financial Services Index
Portfolio Fund
Citi Health Sciences Index Citi Health Sciences Index
Portfolio Fund
Citi Technology Index Portfolio Citi Technology Index Fund
Citi U.S. Bond Index Portfolio Citi U.S. Bond Index Fund
Citi S&P 500 Index Portfolio Citi FORTUNE 500 Index
Fund
Citi All Markets Index Portfolio Citi Fortune e-50 Index Fund
The remaining series are as follows:
CitiFunds Balanced Portfolio;
CitiSelect Folio 100;
CitiSelect Folio 200;
CitiSelect Folio 300;
CitiSelect Folio 400;
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CitiSelect Folio 500; and
Citi International Index Portfolio.
2. Each series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective registration statement under the Securities Act of
1933 to the extent pertaining to the offering of Shares of each series. Each
Share of each series shall be redeemable, shall be entitled to one vote or
fraction thereof in respect of a fractional share on matters on which shares of
that series shall be entitled to vote, shall represent a pro rata beneficial
interest in the assets allocated or belonging to such series, and shall be
entitled to receive its pro rata share of the net assets of such series upon
liquidation of the series, all as provided in Section 6.9 of the Declaration of
Trust.
3. Shareholders of each series shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to each series as provided in, Rule 18f-2,
as from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and by the Declaration of Trust.
4. The assets and liabilities of the Trust shall be allocated to each
series as set forth in Section 6.9 of the Declaration of Trust.
5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall
have the right at any time and from time to time to reallocate assets and
expenses or to change the designation of any series now or hereafter created or
otherwise to change the special and relative rights of any such series.
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IN WITNESS WHEREOF, the undersigned have executed this Establishment and
Designation of Series on separate counterparts this ____ day of __________,
2000.
________________________________ __________________________________
PHILIP W. COOLIDGE RILEY C. GILLEY
As Trustee and Not Individually As Trustee and Not Individually
________________________________ __________________________________
DIANA R. HARRINGTON SUSAN B. KERLEY
As Trustee and Not Individually As Trustee and Not Individually
________________________________ __________________________________
HEATH B. MCLENDON C. OSCAR MORONG, JR.
As Trustee and Not Individually As Trustee and Not Individually
________________________________
E. KIRBY WARREN
As Trustee and Not Individually
