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Exhibit m(1)
AMENDED AND RESTATED
DISTRIBUTION PLAN
DISTRIBUTION PLAN, dated as of September 26, 1985, amended and restated as
of January 16, 1992, and as further amended and restated effective as of May 5,
2000 of CitiFunds Multi-State Tax Free Trust (formerly, Landmark Multi-State Tax
Free Funds), a Massachusetts business trust (the "Trust") with respect to shares
of beneficial interest of its series CitiFunds California Tax Free Reserves,
CitiFunds Connecticut Tax Reserves, and CitiFunds New York Tax Free Reserves and
any other series of the Trust adopting this Plan (the "Funds"). This Plan
relates solely to shares of beneficial interest of the Funds that are designated
"Class N" ("Shares").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940
(collectively with the rules and regulations promulgated thereunder, the "1940
Act"); and
WHEREAS, the shares of beneficial interest (without par value) of the
Trust are divided into one or more separate series; and
WHEREAS, the Trust intends to distribute the Shares of each Fund in
accordance with Rule 12b-1 under the 1940 Act ("Rule 12b-1"), and desires to
adopt this Distribution Plan (the "Plan") as a plan of distribution pursuant to
such Rule; and
WHEREAS, the Trust desires to engage CFBDS, Inc., a Massachusetts
corporation ("CFBDS"), to provide certain distribution services for the Trust
(the "Distributor"); and
WHEREAS, the Trust desires to enter into a distribution agreement (in such
form as may from time to time be approved by the Board of Trustees of the Trust
in the manner specified in Rule 12b-1) with the Distributor, whereby the
Distributor will provide facilities and personnel and render services to the
Trust in connection with the offering and distribution of the Shares of each
Fund (the "Distribution Agreement"); and
WHEREAS, the Trust recognizes and agrees that the Distributor may retain
the services of any one or more broker-dealers registered as such under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), to act as
dealer of the Shares of a Fund in connection with the offering of Shares of that
Fund, and the Distributor may make periodic payments, out of the fee paid to the
Distributor, its profits or any other source available to it, to such
broker-dealer for such services; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination as to whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of each Fund for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit the Trust and each Fund
and its shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Plan
for the Trust as a plan for distribution in accordance with Rule 12b-1, on the
following terms and conditions:
1. As specified in the Distribution Agreement, the Distributor shall
provide facilities, personnel and a program with respect to the offering and
sale of Shares of each Fund to customers of financial institutions which have
entered into shareholder servicing agreements with the Trust applicable to such
Fund. Among other things, the Distributor shall be responsible for all expenses
of printing (excluding typesetting) and distributing prospectuses, and, upon
request, statements of additional information, to prospective shareholders of
each Fund and providing such other related services as are reasonably necessary
in connection therewith.
2. The Distributor shall bear all distribution-related expenses described
in paragraph 1, including without limitation, the compensation of personnel
necessary to provide such services and all costs of travel, office expenses
(including rent and overhead), equipment, printing, delivery and mailing costs.
3. As consideration for all services performed and expenses incurred in
the performance of its obligations under the Distribution Agreement, except in
connection with print or electronic media advertising, the Trust shall pay the
Distributor from the assets of each Fund a distribution fee (the "Basic
Distribution Fee") periodically at an annual rate not to exceed 0.10% of the
average daily net assets of such Fund for its then-current fiscal year. The
Trust shall pay the Distributor an additional fee from the assets of each Fund
at an annual rate not to exceed 0.10% of the average daily net assets of such
Fund for its then-current fiscal year in anticipation of, or as reimbursement
for, expenses incurred by the Distributor in connection with print or electronic
media advertising in connection with the sale of Shares of such Fund.
4. The Trust understands that an agreement between the Distributor and any
broker-dealer registered as such under the Exchange Act may provide for a
portion (which may be substantially all) of the fees payable to the Distributor
under the Distribution Agreement to be paid by the Distributor to such
broker-dealer in consideration of such broker-dealer's services as the dealer of
the Shares of any Fund. Nothing in this Plan shall be construed as requiring the
Trust to make any payment to any such broker-dealer or to have any obligation to
such broker-dealer in connection with its services as dealer. The Distributor
agrees and hereby undertakes that any agreement entered into between the
Distributor and any such broker-dealer shall provide that such broker-dealer
shall look solely to the Distributor for compensation for its services
thereunder and that in no event shall such broker-dealer seek any payment from
the Trust or its shareholders.
5. The Trust shall pay all fees and expenses of any independent auditor,
legal counsel, administrator, transfer agent, custodian, shareholder servicing
agent, registrar or dividend disbursing agent of the Trust; expenses of
distributing and redeeming Shares and servicing shareholder accounts; expenses
of preparing, printing and mailing prospectuses and statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to shareholders of the Trust except
that the Distributor shall be responsible for the expenses of printing
(excluding typesetting) and distributing prospectuses and statements of
additional information to prospective shareholders as provided in paragraphs 1
and 2 hereof; expenses connected with the execution, recording and settlement of
portfolio security transactions; insurance premiums; expenses of calculating the
net asset value of Shares; expenses of shareholder meetings; and expenses
relating to the issuance, registration and qualification of Shares.
6. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the responsibility for
and control of the conduct of the affairs of the Trust.
7. This Plan shall become effective upon (a) approval by a vote of at
least a "majority of the outstanding voting securities" of each Fund, and (b)
approval by a vote of the Board of Trustees and vote of a majority of the
Trustees who are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or in any agreement
related to the Plan (the "Qualified Trustees"), such votes to be cast in person
at a meeting called for the purpose of voting on this Plan.
8. This Plan shall continue in effect indefinitely; provided, however,
that such continuance is subject to annual approval by a vote of the Board of
Trustees of the Trust and a majority of the Qualified Trustees, such votes to be
cast in person at a meeting called for the purpose of voting on continuance of
this Plan. If such annual approval is not obtained, this Plan shall expire on
the date which is 15 months after the date of the last approval.
9. This Plan may be amended at any time by the Board of Trustees of the
Trust, provided that (a) any amendment to increase materially the amount to be
expended from the assets of any Fund for the services described herein shall be
effective only upon approval by a vote of a "majority of the outstanding voting
securities" of such Fund, and (b) any material amendment of this Plan shall be
effective only upon approval by a vote of the Board of Trustees of the Trust and
a majority of the Qualified Trustees, such votes to be cast in person at a
meeting called for the purpose of voting on such amendment. This Plan may be
terminated at any time with respect to any Fund by vote of a majority of the
Qualified Trustees or by a vote of a "majority of the outstanding voting
securities" of such Fund.
10. The Trust and the Distributor each shall provide the Board of Trustees
of the Trust, and the Board of Trustees of the Trust shall review, at least
quarterly, a written report of the amounts expended under the Plan and the
purposes for which such expenditures were made.
11. While this Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
12. For the purposes of this Plan, the terms "interested persons" and
"majority of the outstanding voting securities" are used as defined in the 1940
Act. In addition, for purposes of determining the fees payable to the
Distributor, the value of the net assets of any Fund shall be computed in the
manner specified in the Trust's then-current prospectus and statement of
additional information applicable to that Fund for computation of the net asset
value applicable to Shares of such Fund.
13. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 10 hereof (collectively,
the "Records") for a period of six years from the end of the fiscal year in
which such Record was made and each such Record shall be kept in an easily
accessible place for the first two years of said record-keeping.
14. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
15. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not be
affected thereby.
