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Exhibit a(3)
CITIFUNDS TRUST II
AMENDMENT TO ESTABLISHMENT
AND DESIGNATION OF CLASSES
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 (the
"Declaration"), do hereby amend the Trust's existing Establishment and
Designation of Classes in order to divide the Shares of its series Smith Barney
Research Large Cap Growth Fund and Smith Barney Small Cap Growth Opportunities
Fund (collectively, the "Funds") into two additional Classes of Shares, as
follows:
1. The Classes of Shares of the Fund shall be as follows:
The two new Classes of Shares of the Fund are designated "Class L Shares,"
and "Class Y Shares."
The two existing Classes of Shares of the Fund are as follows:
"Class A Shares" and "Class B Shares".
2. Each Class of Shares of the 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 the Fund designated hereby shall
be unlimited.
4. The purchase price of each Class of Shares of the Fund, the method of
determination of the net asset value of each Class of Shares, the price, terms
and manner of redemption of each Class of Shares, any conversion or exchange
feature or privilege of any Class of Shares, and the relative dividend rights
of the holders of each Class of Shares 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 Funds, as
amended from time to time, contained in the Trust's registration statement
under the Securities Act of 1933, as amended.
5. Each Class of Shares of the Fund shall bear the expenses of payments
under any distribution, service, and shareholder servicing agreements entered
into by or on behalf of the Funds with respect to that Class, and any other
expenses that are properly allocated to such Class in accordance with the
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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, each Class
of Shares 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 each Class of Shares of the Fund hereby shall not
impair the power of the Trustees from time to time to designate additional
classes of Shares of the Funds.
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 the Funds previously established and designated, the Trustees may by an
instrument executed by a majority of their number abolish that Class.
10. This Amendment to Establishment and Designation of Classes shall
become effective as of __________________.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Establishment and Designation of Classes (which may be on one or more separate
counterparts) as of the _____ 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
