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Exhibit h(2)
Amendment to Administrative Services Plan
CitiFunds Multi-State Tax Free Trust
May 5, 2000
Pursuant to Section 9 of the Amended and Restated Administrative Services
Plan (the "Plan") of CitiFunds Multi-State Tax Free Trust (formerly, Landmark
Multi-State Tax Free Funds) (the "Trust"), dated as of September 26, 1985 and
amended and restated as of April 15, 1993, as amended, the Plan is hereby
further amended by adding the following new section to the end thereof:
"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 N shares, 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.
