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Exhibit a(3)
CITIFUNDS TRUST II
FORM OF AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF CLASSES
Pursuant to that certain Establishment and Designation of Classes dated
November 13, 1998, as amended (the "Prior Designation"), the Shares of (i)
CitiFunds Small Cap Value Portfolio and CitiFunds Growth & Income Portfolio
(collectively, the "Existing Series I") have been divided into Class A and Class
B Shares as named in the Prior Designation and (ii) Smith Barney Diversified
Large Cap Growth Fund and Smith Barney Small Cap Growth Opportunities Fund
(collectively, the "Existing Series II") have been divided into Class A, Class
B, Class L and Class Y Shares as named in the Prior Designation. The
undersigned, being a majority of the Trustees of CitiFunds Trust II, a
Massachusetts business trust (the "Trust"), acting pursuant to Section 6.10 of
the Trust's Declaration of Trust dated April 13, 1984, as amended and restated
(the "Declaration"), and that certain Multiple Class Plan of the Trust dated as
of November 13, 1998, do hereby amend and restate the Prior Designation as
provided herein, for the purpose of designating four Classes of Shares of Smith
Barney Research Fund and Smith Barney Global Research Fund (collectively, the
"New Series", and together with the Existing Series I and Existing Series II,
the "Funds"):
1. The four Classes of Shares of the New Series are hereby designated
"Class A Shares," "Class B Shares," "Class L Shares" and "Class Y Shares." The
two Classes of Shares of the Existing Series I are "Class A Shares" and "Class B
Shares." The four Classes of Shares of the Existing Series II are "Class A
Shares," "Class B Shares," "Class L Shares" and "Class Y Shares." Shares of the
Existing Series I and Existing Series II are not affected by the designation
hereunder of the new Class A, Class B, Class L and Class Y Shares of the New
Series.
2. Shares of each Class of each Fund shall be entitled to all the
rights and preferences accorded to Shares under the Declaration.
3. The number of Shares of each Class of each Fund shall be unlimited.
4. The purchase price, method of determination of net asset value,
price, terms and manner of redemption, any conversion or exchange feature or
privilege, and relative dividend rights of the holders of each Class of Shares
of each Fund shall be established by the Trustees of the Trust in accordance
with the Declaration and shall be set forth in the current prospectus and
statement of additional information of the applicable Class or Fund, as amended
from time to time, contained in the Trust's registration statement under the
Securities Act of 1933, as amended.
5. Shares of each Class of each Fund shall bear the expenses of
payments under any distribution, service, and shareholder servicing agreements
entered into by or on behalf of the applicable Fund with respect to that Class,
and any other expenses that are properly allocated to such Class in accordance
with the Investment Company Act of 1940, as amended, or any rule or order issued
thereunder and applicable to the Trust or the Funds (the "1940 Act").
6. As to any matter on which shareholders are entitled to vote, Shares
of each Class of each Fund shall vote together as a single class; provided
however, that notwithstanding the provisions of Section 6.8 of the Declaration
to the contrary, (a) as to any matter with respect to which a separate vote of
any Class is required by the 1940 Act or is required by a separate agreement
applicable to such Class, such requirements as to a separate vote by the Class
shall apply, (b) except as required by (a) above, to the extent that a matter
affects more than one Class and the interests of the Classes in the matter are
not materially different, then the Shares of those Classes whose interests in
the matter are not materially different shall vote together as a single Class,
but to the extent that a matter affects more than one Class and the interests of
a Class in the matter are materially different from that of each other Class,
then the Shares of such Class shall vote as a separate class; and (c) except as
required by (a) above or as otherwise required by the 1940 Act, as to any matter
which does not affect the interests of a particular Class, only the holders of
Shares of the affected Class shall be entitled to vote.
7. The designation of Class A Shares and Class B Shares of the Existing
Series and Class A Shares and Class D Shares of the New Series shall not impair
the power of the Trustees from time to time to designate additional classes of
Shares of any Fund.
8. Subject to the applicable provisions of the 1940 Act and the
Declaration, the Trustees may from time to time modify the preferences, voting
powers, rights and privileges of any of the Classes designated hereby without
any action or consent of the Shareholders.
9. At any time that there are no Shares outstanding of a particular
Class of a Fund previously established and designated, the Trustees may by an
instrument executed by a majority of their number abolish that Class.
10. This Establishment and Designation of Classes supercedes any and
all Establishments and Designations of Classes heretofore adopted by the Board
of Trustees of the Trust with respect to the Funds, and shall become effective
as of ____________, _____.
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IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Establishment and Designation of Classes as of the ____ day of
__________, 2000.
_______________________________ __________________________________
RILEY C. GILLEY DIANA R. HARRINGTON
As Trustee and Not Individually As Trustee and Not Individually
_______________________________ __________________________________
SUSAN B. KERLEY HEATH B. MCLENDON
As Trustee and Not Individually As Trustee and Not Individually
_______________________________ __________________________________
C. OSCAR MORONG, JR. E. KIRBY WARREN
As Trustee and Not Individually As Trustee and Not Individually
