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exhibit h(3)
AMENDMENT TO ADMINISTRATIVE SERVICES PLAN
CitiFunds Trust III
May 5, 2000
Pursuant to Section 9 of the Amended and Restated Administrative Services
Plan (the "Plan") of CitiFunds Trust III (formerly, Landmark Funds III) (the
"Trust"), dated as of August 27, 1985 and amended and restated as of August 19,
1994, as amended, Section 16 of the Plan is hereby further restated in its
entirety to read as follows:
"16. It is understood and agreed that the shares of each Fund may be
divided into classes, and, for each Fund whose shares are so divided into
classes, notwithstanding any other provision of this Plan:
(i) the Trust shall pay the Transfer Agent and each Shareholder
Servicing Agent, from the assets represented by each class of shares of
such Fund, such compensation as may from time to time be agreed by the
Trust and the Transfer Agent or such Shareholder Servicing Agent, as the
case may be, and such compensation may differ from class to class of such
Fund;
(ii) the aggregate fee limitation in Section 5 of this Plan shall be
calculated separately for each class of shares of such Fund, and for all
classes of shares other than Class A shares (Class N for CitiFunds Cash
Reserves and CitiFunds U.S. Treasury Reserves), the aggregate fee
limitation shall be calculated without regard to any fees payable under
the distribution or service plan of the Trust for such shares;
(iii) this Plan may be amended to increase materially the amount to
be expended from the assets of such Fund represented by a particular class
of shares, or terminated as to a particular class of shares, only by vote
of a "majority of the outstanding voting securities" of such class of such
Fund, or, in the case of termination, by vote of a majority of the
Qualified Trustees; and
(iv) the shares of any class of a Fund that includes the name
"Cititrade" in its designation shall not be subject to this Plan."
This Amendment was approved by a majority of the Trustees of the Trust and
the Qualified Trustees of the Trust (as defined in the Plan) at a meeting held
on May 5, 2000.
