Exhibit a(3)
CITIFUNDS TRUST I
FORM OF AMENDMENT TO
DECLARATION OF TRUST
The undersigned, constituting a majority of the Trustees of CitiFunds
Trust I (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, pursuant to a Declaration of Trust dated April
13, 1984, as amended and restated (the "Declaration"), do hereby amend the
Declaration as follows:
(a) The Declaration is hereby amended by adding the following new
section to the end of Article II thereof:
Section 2.6 Trustees and Series. Notwithstanding any other provision
of this Declaration, the Trustees, acting pursuant to Sections 2.1 and 2.3
hereof, may fix a number of Trustees to be Trustees for one or more series of
the Trust created after May 31, 2000, and appoint such individuals to act as
Trustees for one or more of those series as they in their discretion shall see
fit. The foregoing power of appointment is subject to the provisions of Section
16(a) of the 1940 Act. Trustees so appointed pursuant to this Section 2.6 shall
have no powers with respect to any other series and shall not be Trustees of
any other series. At such time as there are no series of the Trust as to which
Trustees appointed pursuant to this Section 2.6 are not Trustees, then the
Trustees so appointed shall be Trustees of the entire Trust.
(b) The Declaration is further amended by restating Section 9.3(e)
thereof in its entirety to read as follows:
(e) Notwithstanding any other provision hereof, until such time as
shares of a particular series are first sold, this Declaration may be
terminated or amended in any respect as to that series and as to any series in
which shares are not then outstanding, by the affirmative vote of a majority of
the Trustees or by an instrument signed by a majority of the Trustees.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the ____ day of June, 2000.
____________________ ______________________
PHILIP W. COOLIDGE RILEY C. GILLEY
As Trustee and Not Individually As Trustee and Not Individually
<PAGE>
____________________ _____________________
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
<PAGE>
CITIFUNDS TRUST I
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 13,
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 add eight new series of Shares (as defined in
the Declaration of Trust) of the Trust. No other changes to the special and
relative rights of the existing series are intended by this amendment and
restatement.
1. The series shall be as follows:
The new series of the Trust shall be designated as:
Citi S&P 500 Index Portfolio
Citi 1000 Index Portfolio;
Citi All Markets Index Portfolio
Citi Small Cap Index Portfolio;
Citi International Index Portfolio
Citi Global Titans Index Portfolio;
Citi Nasdaq 100 Portfolio; and
Citi U.S. Bond Index Portfolio.
The remaining series are as follows:
CitiFunds Balanced Portfolio
CitiSelect(R) Folio 100;
CitiSelect(R) Folio 200;
CitiSelect(R) Folio 300;
CitiSelect(R) Folio 400; and
CitiSelect(R) Folio 500.
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.
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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.
IN WITNESS WHEREOF, the undersigned have executed this Establishment
and Designation of Series on separate counterparts this ____ day of June, 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
