As filed with the Securities and Exchange Commission on October 30, 1998
File Nos. 33-5819
811-5034
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE
AMENDMENT NO. 21
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
AMENDMENT NO. 22
CITIFUNDS TAX FREE INCOME TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
21 MILK STREET, 5TH FLOOR, BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-423-1679
PHILIP W. COOLIDGE, 21 MILK STREET, 5TH FLOOR, BOSTON, MASSACHUSETTS 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
ROGER P. JOSEPH, BINGHAM DANA LLP, 150 FEDERAL STREET,
BOSTON, MASSACHUSETTS 02110
It is proposed that this filing will become effective on December 29, 1998
pursuant to paragraph (a) of Rule 485, or such earlier date on which the
Commission may declare this filing effective pursuant to subparagraph (3) of
Rule 485(a).
<PAGE>
CITIFUNDS TAX FREE INCOME TRUST
(CITIFUNDS NATIONAL TAX FREE INCOME PORTFOLIO,
CITIFUNDS NEW YORK TAX FREE INCOME PORTFOLIO AND
CITIFUNDS CALIFORNIA TAX FREE INCOME PORTFOLIO)
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET
Part A
Information required to be included in Part A of the Registration Statement is
filed herewith and is incorporated by reference to the prospectuses for the
funds, as filed on the following dates:
o CitiFunds National Tax Free Income Portfolio and CitiFunds New York
Tax Free Income Portfolio March 2, 1998 (accession number
0000950156-98-000190), as amended on September 25, 1998 (accession
number 0000950156-98-000611)
o CitiFunds California Tax Free Income Portfolio - October 13, 1998
(accession number 0000950156-98-000620)
Part B
Information required to be included in Part B of the Registration Statement is
filed herewith and is incorporated by reference to the statements of additional
information for the funds, as filed on the following dates:
o CitiFunds National Tax Free Income Portfolio and CitiFunds New York
Tax Free Income Portfolio March 2, 1998 (accession number
0000950156-98-000190), as amended on June 15, 1998 (accession number
0000929638-98-000186)
o CitiFunds California Tax Free Income Portfolio - October 13, 1998
(accession number 0000950156-98-000620)
Part C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
<PAGE>
SUPPLEMENT DATED JANUARY 4, 1999
TO
PROSPECTUSES DATED MARCH 2, 1998 FOR
CITIFUNDSSM NEW YORK TAX FREE INCOME PORTFOLIO AND
CITIFUNDSSM NATIONAL TAX FREE INCOME PORTFOLIO
AND
PROSPECTUS DATED SEPTEMBER 14, 1998 FOR
CITIFUNDSSM CALIFORNIA TAX FREE INCOME PORTFOLIO
Beginning on January 4, 1999, CitiFunds New York Tax Free Income
Portfolio, CitiFunds National Tax Free Income Portfolio and CitiFunds
California Tax Free Income Portfolio will each offer two classes of shares:
Class A and Class B.
Shares of each Fund that are outstanding on January 4, 1999 will be
classified as Class A shares. No sales charge will be payable as a result of
this classification. Investors holding Fund shares on that date will be able to
exchange those shares, and any shares acquired through capital appreciation and
the reinvestment of dividends and capital gains distributions on those shares,
into Class A shares of other CitiFunds without paying a sales charge.
Investors purchasing shares of the Funds on or after January 4, 1999 may
select Class A or Class B shares, with different sales charges and expense
levels. Please determine which class of shares best fits your particular
situation. See "Classes of Shares" below.
EXPENSE SUMMARY. The following tables summarize estimated shareholder
transaction and annual operating expenses for Class A and Class B shares of the
Funds.*
SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B
Maximum sales load imposed on purchases
(as a percentage of offering price) 4.50% none
Maximum sales load imposed on reinvested
dividends none none
Maximum deferred sales load (as a percentage
of original purchase price or redemption proceeds,
whichever is less) none1 5.00%
Redemption fee none none
Exchange fee none none
________________________
1 Except for purchases of $1 million or more. See "Class A Shares" below.
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------
CITIFUNDS CITIFUNDS CITIFUNDS
NATIONAL NEW YORK CALIFORNIA
TAX FREE TAX FREE TAX FREE
INCOME PORTFOLIO INCOME PORTFOLIO INCOME PORTFOLIO
CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ANNUAL FUND
OPERATING
EXPENSES (AS A
PERCENTAGE OF
AVERAGE NET
ASSETS)
- -----------------------------------------------------------------------------------------------
Management Fees
(after fee waivers
and
reimbursements)
(1)(2) 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%
- -----------------------------------------------------------------------------------------------
12b-1 Fees
(including service
fees) (3) 0.25% 0.90% 0.25% 0.90% 0.25% 0.90%
- -----------------------------------------------------------------------------------------------
Other Expenses
(after fee waivers
and
reimbursements)(2) 0.05% 0.05% 0.05% 0.05% 0.05% 0.05%
- -----------------------------------------------------------------------------------------------
Total Fund
Operating Expenses
(after fee waivers
and
reimbursements)(2) 0.80% 1.45% 0.80% 1.45% 0.80% 1.45%
- -----------------------------------------------------------------------------------------------
</TABLE>
* These tables are intended to assist investors in understanding the various
costs and expenses that a shareholder will bear, either directly or
indirectly. The tables show the fees paid to various service providers
after giving effect to expected voluntary partial fee waivers and
reimbursements. There can be no assurance that the fee waivers and
reimbursements reflected in the tables will continue at these levels. The
information in the tables and in the example below for CitiFunds National
Tax Free Income Portfolio and CitiFunds New York Tax Free Income Portfolio
is based on each Fund's expenses for the fiscal year ended December 31,
1997, as revised to reflect current fees. Because CitiFunds California Tax
Free Income Portfolio is newly organized, all amounts in the tables and in
the example below are estimated for the current fiscal year and
information is given in the example below only for one and three year
periods.
(1) A combined fee for investment advisory and administrative services.
(2) Absent fee waivers, management fees, other expenses and total fund
operating expenses would be 0.75%, 0.26% and 1.26%, respectively, for
Class A shares of CitiFunds National Tax Free Income Portfolio; 0.75%,
0.26% and 1.91%, respectively, for Class B shares of CitiFunds National
Tax Free Income Portfolio; 0.75%, 0.23% and 1.23%, respectively, for Class
A shares of CitiFunds New York Tax Free Income Portfolio; 0.75%, 0.23% and
1.88%, respectively, for Class B shares of CitiFunds New York Tax Free
Income Portfolio; 0.50%, 0.83% and 1.58%, respectively, for Class A shares
<PAGE>
of CitiFunds California Tax Free Income Portfolio; and 0.50%, 0.83% and
2.23%, respectively, for Class B shares of CitiFunds California Tax Free
Income Portfolio.
(3) Includes fees for distribution and shareholder servicing. Long-term
shareholders in the Funds could pay more in sales charges than the
economic equivalent of the maximum front-end sales charges permitted by
the National Association of Securities Dealers, Inc.
Example: A shareholder would pay the following expenses on a $1,000 investment,
assuming a 5% annual return and redemption at the end of each period indicated
below:
- -------------------------------------------------------------------------------
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
- -------------------------------------------------------------------------------
CITIFUNDS NATIONAL TAX
FREE INCOME PORTFOLIO
Class A $53 $69 $87 $140
Class B
Assuming redemption at end
of period $65 $76 $99 $153
Assuming no redemption $15 $46 $79 $153
- -------------------------------------------------------------------------------
CITIFUNDS NEW YORK TAX
FREE INCOME PORTFOLIO
Class A $53 $69 $87 $140
Class B
Assuming redemption at end $65 $76 $99 $153
of period $15 $46 $79 $153
Assuming no redemption
- -------------------------------------------------------------------------------
CITIFUNDS CAlIFORNIA TAX
FREE INCOME PORTFOLIO
Class A $53 $69 N/A N/A
Class B
Assuming redemption at end $65 $76 N/A N/A
of period $15 $46 N/A N/A
Assuming no redemption
- -------------------------------------------------------------------------------
The Example assumes that all dividends are reinvested. Without waivers and
reimbursements, the amounts in the Example would be $57, $83, $111 and $190 for
Class A shares of CitiFunds National Tax Free Income Portfolio; $69, $90, $123
and $200 for Class B shares of CitiFunds National Tax Free Income Portfolio,
assuming redemption at the end of the period ($19, $60, $103 and $200 assuming
no redemption); $57, $82, $110 and $182, for Class A shares of CitiFunds New
York Tax Free Income Portfolio; $69, $89, $122 and $196 for Class B shares of
CitiFunds New York Tax Free Income Portfolio, assuming redemption at the end of
the period ($19, $59, $102 and $196 assuming no redemption); $60 and $93 for
Class A shares of CitiFunds California Tax Free Income Portfolio; and $73 and
$100 for Class B shares of CitiFunds California Tax Free Income Portfolio,
assuming redemption at the end of the period ($23 and $70 assuming no
redemption). For Class B shares, where redemption at the end of the period is
assumed amounts in the Example assume deduction of the maximum applicable
contingent deferred sales charge, and all ten year amounts in the Example
<PAGE>
assume conversion to Class A shares approximately eight years after purchase.
The assumption of a 5% annual return is required by the Securities and Exchange
Commission for all mutual funds, and is not a prediction of any Fund's future
performance. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OF tHE FUNDS. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN ThOSE
SHOWN.
CLASSES OF SHARES. Beginning on January 4, 1999, each Fund will offer two
classes of chares, Class A and Class B. The main features of the classes are
summarized in this paragraph. More detailed information appears below. Please
determine which class of shares best fits your particular circumstances. Class
A shares have a front-end, or initial, sales charge. This sales charge may be
reduced or eliminated in certain circumstances. Class A shares have lower
annual expenses than Class B shares. Class B shares have no front-end sales
charge, but are subject to a deferred sales charge if you sell within six years
of purchase. Class B shares have higher annual expenses than Class A shares.
Class B shares automatically convert into Class A shares after eight years.
Both classes of shares are sold at net asset value for that class. Net asset
value may differ by class because Class B shares have higher expenses.
When you place purchase orders and make redemption requests, please
specify whether you wish to purchase or redeem Class A or Class B shares. If
you fail to specify, purchase orders will be deemed to be for Class A shares,
and Class A shares will be redeemed first.
CLASS A SHARES:
o Class A shares are sold at net asset value plus a front-end, or
initial, sales charge. The amount of the sales charge goes down as
the amount of your investment in Class A shares goes up. See the
chart below for the amount of the sales charge. After the initial
sales charge is deducted from your investment, the balance of your
investment is invested in the Fund.
The sales charge may also be reduced or eliminated in certain
circumstances, as described in "Class A Shares - Sales Charge
Reductions" below. If you qualify to purchase Class A shares without
a sales load, you should purchase Class A shares rather than Class B
shares because Class A shares pay lower service fees.
- -------------------------------------------------------------------------------
BROKER
SALES CHARGE SALES CHARGE COMMISSION
AMOUNT OF AS A % OF AS A % OF AS A % OF
YOUR INVESTMENT OFFERING YOUR OFFERING
PRICE INVESTMENT PRICE
- -------------------------------------------------------------------------------
Less than $50,000 4.50% 4.71% 4.14%
- -------------------------------------------------------------------------------
$50,000 to less than $100,000 4.25% 4.44% 3.91%
- -------------------------------------------------------------------------------
$100,000 to less than $250,000 3.50% 3.63% 3.22%
- -------------------------------------------------------------------------------
$250,000 to less than $500,000 2.50% 2.56% 2.30%
- -------------------------------------------------------------------------------
$500,000 to less than $1 million 2.00% 2.04% 1.84%
- -------------------------------------------------------------------------------
$1 million or more none* none* none*
- -------------------------------------------------------------------------------
*A contingent deferred sales charge may apply in certain instances. See
below.
<PAGE>
o Class A shares pay service fees of up to 0.25% of the average daily
net assets represented by the Class A shares.
o Purchases of $1 million or more are not subject to an initial sales
charge, but are subject to a 1% contingent deferred sales charge in
the event of certain redemptions within 12 months following purchase.
See below.
o The Funds' distributor will pay commissions to dealers who sell Class
A shares of the Funds as shown in the table above. The distributor
retains approximately 2/5 of 1% of the public offering price.
CLASS A SHARES - SALES CHARGE REDUCTIONS:
o Reinvestment. The sales charge does not apply to Class A shares
acquired through the reinvestment of dividends and capital gains
distributions.
o Eligible Purchasers. Class A shares may be purchased without a sales
charge by:
[] tax exempt organizations under Section 501(c)(3-13) of the
Internal Revenue Code
[] trust accounts for which Citibank, N.A or any subsidiary or
affiliate of Citibank acts as trustee and exercises
discretionary investment management authority
[] accounts purchasing shares through the Private Client Division
of Citicorp Investment Services, or through other programs
accessed through the Private Client Division of Citicorp
Investment Services, or the private banking division of either
Citibank, Citibank FSB or Citicorp Trust, N.A.
[] accounts for which Citibank or any subsidiary or affiliate of
Citibank performs investment advisory services or charges fees
for acting as custodian
[] trustees of any investment company for which Citibank or any
subsidiary or affiliate of Citibank serves as the investment
adviser or as a service agent
[] any affiliated person of a Fund, Citibank, CFBDS, Inc. or any
Service Agent
[] shareholder accounts established through a reorganization or
similar form of business combination approved by a Fund's Board
of Trustees or by the Board of Trustees of any other CitiFund
the terms of which entitle those shareholders to purchase shares
of a Fund or any other CitiFund at net asset value without a
sales charge
[] employee benefit plans qualified under Section 401 of the
Internal Revenue Code, including salary reduction plans
qualified under Section 401(k) of the Code, subject to minimum
requirements as may be established by CFBDS with respect to the
<PAGE>
number of employees or amount of purchase; currently, these
criteria require that:
+ the employer establishing the qualified plan have at least
50 eligible employees, or
+ the amount invested by the qualified plan in a Fund or in
any combination of CitiFunds totals a minimum of $500,000
[] investors purchasing $1 million or more of Class A shares;
however, a contingent deferred sales charge will be imposed on
the investments in the event of certain share redemptions within
12 months following the share purchase, at the rate of 1% of the
lesser of the value of the shares redeemed (not including
reinvested dividends and capital gains distributions) or the
total cost of the shares; the contingent deferred sales charge
on Class A shares will be waived under the same circumstances as
the contingent deferred sales charge on Class B shares will be
waived; in determining whether a contingent deferred sales
charge on Class A shares is payable, and if so, the amount of
the charge:
+ it is assumed that shares not subject to the contingent
deferred sales charge are the first redeemed followed by
other shares held for the longest period of time
+ all investments made during a calendar month will age one
month on the last day of the month and each subsequent
month
+ any applicable contingent deferred sales charge will be
deferred upon an exchange of Class A shares for Class A
shares of another CitiFund and deducted from the redemption
proceeds when the exchanged shares are subsequently
redeemed (assuming the contingent deferred sales charge is
then payable)
+ the holding period of Class A shares so acquired through an
exchange will be aggregated with the period during which
the original Class A shares were held
[] subject to appropriate documentation, investors where the amount
invested represents redemption proceeds from a mutual fund
(other than a CitiFund), if:
+ the redeemed shares were subject to an initial sales charge
or a deferred sales charge (whether or not actually
imposed), and
+ the redemption has occurred no more than 90 days prior to
the purchase of Class A shares of the Fund
[] an investor who has a business relationship with an investment
consultant or other registered representative who joined a
broker-dealer which has a sales agreement with CFBDS from
another investment firm within six months prior to the date of
purchase by the investor, if:
<PAGE>
+ the investor redeems shares of another mutual fund sold
through the investment firm that previously employed that
investment consultant or other registered representative,
and either paid an initial sales charge or was at some time
subject to, but did not actually pay, a deferred sales
charge or redemption fee with respect to the redemption
proceeds
+ the redemption is made within 60 days prior to the
investment in a Fund, and
+ the net asset value of the shares of the Fund sold to that
investor without a sales charge does not exceed the
proceeds of the redemption
o Reduced Sales Charge Plan. A qualified group may purchase shares as a
single purchaser under the reduced sales charge plan. The purchases
by the group are lumped together and the sales charge is based on the
lump sum. A qualified group must:
+ have been in existence for more than six months
+ have a purpose other than acquiring Fund shares at a discount
+ satisfy uniform criteria that enable CFBDS to realize economies
of scale in its costs of distributing shares
+ have more than ten members
+ be available to arrange for group meetings between
representatives of the Funds and the members
+ agree to include sales and other materials related to the Funds
in its publications and mailings to members at reduced or no
cost to the distributor
+ seek to arrange for payroll deduction or other bulk transmission
of investment to the Funds
o Right of Accumulation. Eligible investors are permitted to purchase
Class A shares of a Fund at the public offering price applicable to
the total of:
[] the dollar amount then being purchased, plus
[] an amount equal to the then-current net asset value or cost
(whichever is higher) of the purchaser's combined holdings in
certain CitiFunds
See the Statement of Additional Information for the applicable Fund
for more information.
o Letter of Intent. If an investor anticipates purchasing $50,000 or
more of Class A shares of a Fund alone or in combination with Class B
shares of the Fund or any of the classes of certain other CitiFunds
within a 13-month period, by completing a letter of intent the
investor may obtain the shares at the same reduced sales charge as
though the total quantity were invested in one lump sum, subject to
the appointment of an attorney for redemption of shares if the
<PAGE>
intended purchases are not completed. See the Statement of Additional
Information for the applicable Fund for more information.
o Reinstatement Privilege. Shareholders who have redeemed Class A
shares may reinstate their Fund account without a sales charge up to
the dollar amount redeemed (with a credit for any contingent deferred
sales charge paid) by purchasing Class A shares of the same Fund
within 30 days after the redemption. To take advantage of this
reinstatement privilege, shareholders must notify their Service
Agents in writing at the time the privilege is exercised.
CLASS B SHARES:
o Class B shares are sold at net asset value without a front-end sales
charge, but they are subject to a contingent deferred sales charge.
o Class B shares pay distribution fees of up to 0.65% of the average
daily net assets represented by the Class B shares, and service fees
of up to 0.25% of the average daily net assets represented by the
Class B shares.
o Class B shares have a contingent deferred sales charge (CDSC). This
sales charge goes down the longer you hold your Class B shares. See
the chart below for the amount of the sales charge. The sales charge
is deducted from your redemption proceeds if you redeem your Class B
shares within six years of purchasing them.
----------------------------------------------------------------
REDEMPTION DURING CDSC ON SHARES BEING SOLD
----------------------------------------------------------------
1st year since purchase 5%
----------------------------------------------------------------
2nd year since purchase 4%
----------------------------------------------------------------
3rd year since purchase 3%
----------------------------------------------------------------
4th year since purchase 3%
----------------------------------------------------------------
5th year since purchase 2%
----------------------------------------------------------------
6th year since purchase 1%
----------------------------------------------------------------
7th year (or later) since purchase None
----------------------------------------------------------------
o The CDSC is based on the original purchase price or the current
market value of the shares being sold, whichever is less.
o There is no CDSC on Class B shares representing capital appreciation
or on Class B shares acquired through reinvestment of dividends or
capital gains distributions.
o Each Fund will assume that a redemption of Class B shares is made:
[] first, of Class B shares representing capital appreciation
[] next, of shares representing the reinvestment of dividends and
capital gains distributions
[] finally of other shares held by the investor for the longest
period of time
<PAGE>
o The holding period of Class B shares of a Fund acquired through an
exchange with another CitiFund will be calculated from the date that
the Class B shares were initially acquired in the other CitiFund, and
Class B shares being redeemed will be considered to represent, as
applicable, capital appreciation or dividend and capital gains
distribution reinvestments in the other fund. When determining the
amount of the CDSC, each Fund will use the CDSC schedule of any fund
from which you have exchanged shares that would result in you paying
the highest CDSC.
o Class B shares automatically convert to Class A shares of the same
Fund approximately eight years after issuance, together with a pro
rata portion of all Class B shares representing dividends and other
distributions paid in additional Class B shares. Shares are converted
based on the relative net asset values per share of the two classes
on the first business day of the month in which the eighth
anniversary of the issuance of the Class B shares occurs. Because the
net asset value of a Class A share may be higher than that of a Class
B share, you may receive fewer Class A shares than the number of
Class B shares converted, but the dollar value will be the same.
o The Fund's distributor will pay commissions to dealers of 4.00% of
the purchase price of Class B shares purchased through dealers. The
distributor will also advance to dealers the first year service fee
payable under the Class B Service Plan at a rate equal to 0.25% of
the purchase price of the Class B shares. As a result, the total
amount paid to a dealer upon the sale of Class B shares is 4.25% of
the purchase price of the shares.
CLASS B SHARES - CDSC ELIMINATION:
o Reinvestment. There is no CDSC on shares representing capital
appreciation or on shares acquired through reinvestment of dividends
or capital gains distributions.
o Waivers. The CDSC will be waived in connection with:
[] exchanges into certain CitiFunds
[] a total or partial redemption made within one year of the death
of the shareholder; this waiver is available where the deceased
shareholder is either the sole shareholder or owns the shares
with his or her spouse as a joint tenant with right of
survivorship, and applies only to redemption of shares held at
the time of death
[] a lump sum or other distribution in the case of an Individual
Retirement Account (IRA), a self-employed individual retirement
plan (Keogh Plan) or a custodian account under Section 403(b) or
the Internal Revenue Code, in each case following attainment of
age 59 1/2
[] a total or partial redemption resulting from any distribution
following retirement in the case of a tax-qualified retirement
plan
<PAGE>
[] a redemption resulting from a tax-free return of an excess
contribution to an IRA
EXCHANGES
o Shares of each Fund may be exchanged for shares of the same class of
certain other CitiFunds that are made available by a shareholder's
Service Agent, or may be acquired through an exchange of shares of
the same class of those funds. No initial sales charge is imposed on
shares being acquired through an exchange unless Class A shares are
being acquired and the sales charge of the fund being exchanged into
is greater than the current sales charge of the Fund (in which case
an initial sales charge will be imposed at a rate equal to the
difference). No contingent deferred sales charge is imposed on Class
B shares when they are exchanged for Class B shares of certain other
CitiFunds that are made available by the shareholder's Service Agent.
SERVICE PLANS. The Funds maintain separate Service Plans, which have been
adopted in accordance with Rule 12b-1 under the 1940 Act, for Class A and Class
B shares. Under the Class A Service Plans, each Fund may pay monthly fees at an
annual rate not to exceed 0.25% of the average daily net assets represented by
Class A shares of the Fund. Under the Class B Service Plans, each Fund may pay
monthly distribution fees and monthly service fees at annual rates not to
exceed 0.65% and 0.25%, respectively, of the average daily net assets
represented by Class B shares of the Fund. These fees may be used to make
payments to the Distributor for distribution services and to Service Agents and
others as compensation for the sale of shares of the applicable class of each
Fund, for advertising, marketing or other promotional activity, and for
preparation, printing and distribution of prospectuses, statements of
additional information and reports for recipients other than regulators and
existing shareholders. Each Fund also may make payments to the Distributor,
Service Agents and others for providing personal service or the maintenance of
shareholder accounts.
The amounts paid by the Distributor to each Service Agent and other
recipient may vary based upon certain factors, including, among other things,
the levels of sales of Fund shares and/or shareholder services provided by the
Service Agent. Service Agents and others may receive different compensation for
sales of Class A and Class B shares.
The Funds and the Distributor provide to the Trustees quarterly a written
report of amounts expended pursuant to the Service Plans and the purposes for
which the expenditures were made.
During the period they are in effect, the Service Plans and related
Distribution Agreements obligate each Fund to pay fees to the Distributor,
Service Agents and others as compensation for their services, not as
reimbursement for specific expenses incurred. Thus, even if these entities'
expenses exceed the fees provided for under the Service Plans, the Funds will
not be obligated to pay more than those fees and, if their expenses are less
<PAGE>
than the fees paid to them, they will realize a profit. The Funds will pay the
fees to the Distributor, Service Agents and others until the Service Plans or
Distribution Agreements are terminated or not renewed. In that event, the
Distributor's or Service Agent's expenses in excess of fees received or accrued
through the termination date will be Distributor's or Service Agent's sole
responsibility and not obligations of any Fund.
<PAGE>
CONDENSED FINANCIAL INFORMATION. The information in the following table
supplements the financial information contained in "Condensed Financial
Information" in the prospectuses for CitiFunds National Tax Free Income
Portfolio and CitiFunds New York Tax Free Income Portfolio. The numbers in the
table below are unaudited.
- ------------------------------------------------------------------------------
CITIFUNDS NATIONAL CITIFUNDS NEW YORK
TAX FREE INCOME TAX FREE INCOME
PORTFOLIO - PORTFOLIO -
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1998 JUNE 30, 1998
(UNAUDITED) (UNAUDITED)
- ------------------------------------------------------------------------------
Net Asset Value, beginning of
period $10.92 $11.42
- ------------------------------------------------------------------------------
Income from Operations:
Net investment income 0.277 0.256
Net realized and unrealized gain
(loss) on investments 0.233 0.067
- ------------------------------------------------------------------------------
Total from operations 0.510 0.323
- ------------------------------------------------------------------------------
Less Dividends From:
Net investment income (0.270) (0.273)
- ------------------------------------------------------------------------------
Net Asset Value, end of period $11.16 $11.47
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- ------------------------------------------------------------------------------
Net assets, end of period (000's
omitted) $33,477 $205,572
- ------------------------------------------------------------------------------
Ratio of expenses to average net
assets 0.01%* 0.80%*
- ------------------------------------------------------------------------------
Ratio of expenses to average net
assets after fees paid indirectly 0% 0.80%**
- ------------------------------------------------------------------------------
Ratio of net investment income to
average net assets 4.78%** 4.61%*
- ------------------------------------------------------------------------------
Portfolio turnover 13% 6%
- ------------------------------------------------------------------------------
Total Return 4.72%** 2.86%**
- ------------------------------------------------------------------------------
Note: If certain agents of the Fund had not voluntarily agreed to waive all or
a portion of their fees for the periods indicated and expenses were not reduced
for fees paid indirectly, the net investment income per share and the ratios
would have been as follows:
- ------------------------------------------------------------------------------
Net investment income per share $0.143 $0.238
- ------------------------------------------------------------------------------
RATIOS:
- ------------------------------------------------------------------------------
Expenses to average net assets 2.31%* 1.13%*
- ------------------------------------------------------------------------------
Net investment income to average
net assets 2.47%* 4.28%*
- ------------------------------------------------------------------------------
___________________
* Annualized
** Not annualized
<PAGE>
SUPPLEMENT DATED JANUARY 4, 1999
TO
STATEMENT OF ADDITIONAL INFORMATION DATED MARCH 2, 1998 FOR
CITIFUNDSSM NEW YORK TAX FREE INCOME PORTFOLIO AND
CITIFUNDSSM NATIONAL TAX FREE INCOME PORTFOLIO
AND
STATEMENT OF ADDITIONAL INFORMATION DATED SEPTEMBER 14, 1998 FOR
CITIFUNDSSM CALIFORNIA TAX FREE INCOME PORTFOLIO
SALES CHARGES. Shares of each Fund are sold at net asset value, plus, in
the case of Class A shares, a front-end, or initial, sales charge that may be
reduced on purchases involving substantial amounts and that may be eliminated
in certain circumstances. A contingent deferred sales charge is imposed on
redemptions of certain Class B shares made within six years of purchase.
PERFORMANCE. Total rates of return for each of the Funds may be calculated
on investments at various sales charge levels or at net asset value. Any
performance data which is based on a reduced sales charge or net asset value
would be reduced if the maximum sales charge were taken into account.
DETERMINATION OF NET ASSET VALUE. Net asset value is calculated separately
for each class. Per share net asset value of the classes of each Fund's shares
can be expected to differ because the Class B shares bear higher expenses than
Class A shares.
LETTER OF INTENT. If an investor anticipates purchasing $100,000 or more
of Class A shares of a Fund alone or in combination with Class B shares of the
Fund or any of the classes of other CitiFunds within a 13-month period, the
investor may obtain the shares at the same reduced sales charge as though the
total quantity were invested in one lump sum by completing a letter of intent
on the terms described below. Subject to acceptance by CFBDS, Inc., the Funds'
distributor, and the conditions mentioned below, each purchase will be made at
a public offering price applicable to a single transaction of the dollar amount
specified in the letter of intent.
o The shareholder or his or her Service Agent must inform CFBDS that
the letter of intent is in effect each time shares are purchased.
o The shareholder makes no commitment to purchase additional shares,
but if his or her purchases within 13 months plus the value of shares
credited toward completion of the letter of intent do not total the
sum specified, an increased sales charge will apply as described
below.
o A purchase not originally made pursuant to a letter of intent may be
included under a subsequent letter of intent executed within 90 days
<PAGE>
of the purchase if CFBDS is informed in writing of this intent within
the 90-day period.
o The value of shares of a Fund presently held, at cost or maximum
offering price (whichever is higher), on the date of the first
purchase under the letter of intent, may be included as a credit
toward the completion of the letter, but the reduced sales charge
applicable to the amount covered by the letter is applied only to new
purchases.
o Instructions for issuance of shares in the name of a person other
than the person signing the letter of intent must be accompanied by a
written statement from the Service Agent stating that the shares were
paid for by the person signing the letter.
o Neither income dividends nor capital gains distributions taken in
additional shares will apply toward the completion of the letter of
intent.
o The value of any shares redeemed or otherwise disposed of by the
purchaser prior to termination or completion of the letter of intent
are deducted from the total purchases made under the letter of
intent.
If the investment specified in the letter of intent is not completed
(either prior to or by the end of the 13-month period), the Service Agent will
redeem, within 20 days of the expiration of the letter of intent, an
appropriate number of the shares in order to realize the difference between the
reduced sales charge that would apply if the investment under the letter of
intent had been completed and the sales charge that would normally apply to the
number of shares actually purchased. By completing and signing the letter of
intent, the shareholder irrevocably appoints the Service Agent his or her
attorney to surrender for redemption any or all shares purchased under the
letter of intent with full power of substitution.
RIGHT OF ACCUMULATION. A shareholder qualifies for cumulative quantity
discounts on the purchase of Class A shares when his or her new investment,
together with the current offering price value of all holdings of that
shareholder in the CitiFunds, reaches a discount level. For example, if a Fund
shareholder owns shares valued at $100,000 and purchases an additional $50,000
of Class A shares of the Fund, the sales charge for the $50,000 purchase would
be at the rate of 3.50% (the rate applicable to single transactions from
$100,000 to less than $250,000). A shareholder must provide the Service Agent
with information to verify that the quantity sales charge discount is
applicable at the time the investment is made.
CONVERSION OF CLASS B SHARES. A shareholder's Class B shares will
automatically convert to Class A shares in the same Fund approximately eight
years after the date of issuance, together with a pro rata portion of all Class
B shares representing dividends and other distributions paid in additional
Class B shares. The conversion will be effected at the relative net asset
values per share of the two classes on the first business day of the month in
<PAGE>
which the eighth anniversary of the issuance of the Class B shares occurs. If a
shareholder effects one or more exchanges among Class B shares of the CitiFunds
during the eight-year period, the holding periods for the shares so exchanged
will be counted toward the eight-year period. Because the per share net asset
value of the Class A shares may be higher than that of the Class B shares at
the time of conversion, a shareholder may receive fewer Class A shares than the
number of Class B shares converted, although the dollar value will be the same.
In that event, Class B shares would continue to be subject to higher expenses
than Class A shares for an indefinite period.
SERVICE FEES. CFBDS receives fees for distribution and shareholder
servicing from each Fund pursuant to a Service Plan adopted with respect to
each class of shares of the Funds in accordance with Rule 12b-1 under the
Investment Company Act of 1940, as amended. The Service Plan with respect to
Class A shares provides that each Fund may pay monthly fees at an annual rate
not to exceed 0.25% of the average daily net assets represented by Class A
shares of the Fund. The Service Plan with respect to Class B shares provides
that each Fund may pay monthly distribution fees and monthly service fees at
annual rates not to exceed 0.65% and 0.25%, respectively, of the average daily
net assets represented by Class B shares of the Fund.
FINANCIAL STATEMENTS. The financial statements (unaudited) for CitiFunds
National Tax Free Income Portfolio and CitiFunds New York Tax Free Income
Portfolio (Portfolio of Investments at June 30, 1998, Statement of Assets and
Liabilities at June 30, 1998, Statement of Operations for the six months ended
June 30, 1998, Statement of Changes in Net Assets for the six months ended June
30, 1998 and the year ended December 31, 1997, and Financial Highlights for the
six months ended June 30, 1998, the years ended December 31, 1997 and 1996, and
the period from August 17, 1995 (commencement of operations) to December 31,
1995), which are included in the Annual Reports to Shareholders of CitiFunds
National Tax Free Income Portfolio and CitiFunds New York Tax Free Income
Portfolio are incorporated herein by reference.
<PAGE>
PART C
Item 24. Financial Statements and Exhibits.
(a) Financial Statements Included in Part A:
Condensed Financial Information - Financial Highlights of
CitiFunds National Tax Free Income Portfolio and CitiFunds New
York Tax Free Income Portfolio (for the six months ended June
30, 1998).
Financial Statements Included in Part B:
CITIFUNDS NATIONAL TAX FREE INCOME PORTFOLIO AND CITIFUNDS NEW
YORK TAX FREE INCOME PORTFOLIO
Portfolio of Investments at June 30, 1998*
Statement of Assets and Liabilities at June 30, 1998*
Statement of Operations for the six months ended June 30, 1998*
Statement of Changes in Net Assets for the six months ended
June 30, 1998 and the year ended December 31, 1997*
Financial Highlights for the six months ended June 30, 1998,
the years ended December 31, 1997 and 1996, and the period
from August 17, 1995 (commencement of operations) to
December 31, 1995*
------------------
*Incorporated by reference to the Registrant's Semi-Annual
Reports to Shareholders of CitiFunds National Tax Free Income
Portfolio and CitiFunds New York Tax Free Income Portfolio,
as filed with the Commission on August 20, 1998 (accession
number 0000950156-98-000510).
<TABLE>
<CAPTION>
<S> <C> <C>
(b) Exhibits
* 1(a) Declaration of Trust of the Registrant
* 1(b) Amendments to the Registrant's Declaration of Trust
1(c) Establishment and Designation of Series of the Registrant
* 2(a) Amended and Restated By-Laws of the Registrant
* 2(b) Amendments to Amended and Restated By-Laws of the Registrant
5(a) Management Agreement between the Registrant and Citibank, N.A.,
as manager to CitiFunds New York Tax Free Income Portfolio
5(b) Management Agreement between the Registrant and Citibank, N.A., as manager
to CitiFunds National Tax Free Income Portfolio
5(c) Management Agreement between the Registrant and Citibank, N.A., as manager
to CitiFunds California Tax Free Income Portfolio (the "California Fund")
6(a) Amended and Restated Distribution Agreement between the Registrant and
CFBDS, Inc. ("CFBDS"), as distributor with respect to Class A shares
6(b) Form of Distribution Agreement between the Registrant
and CFBDS, as distributor with respect to Class B shares
6(c) Form of letter agreement amending the Amended and Restated Distribution
Agreement between the Registrant and CFBDS, as distributor with
respect to Class A shares
6(d) Letter agreement adding the California Fund to the Amended and Restated
Distribution Agreement between the Registrant and CFBDS, as distributor
with respect to Class A shares
* 8(a) Custodian Contract between the Registrant and State Street Bank and Trust
Company ("State Street"), as custodian
<PAGE>
8(b) Letter agreement adding the California Fund to the Custodian Contract with
State Street
9(a) Sub-Administrative Services Agreement
between Citibank, N.A. and CFBDS
9(b) Letter agreement adding the California Fund to the Sub-Administrative Services
Agreement between Citibank, N.A. and CFBDS
* 9(c) Transfer Agency and Service Agreement between the Registrant and State
Street, as transfer agent
9(d) Letter agreement adding the California Fund to the Transfer Agency and Service
Agreement with State Street
15(a) Service Plan of the Registrant for Class A shares
15(b) Form of Service Plan of the Registrant for Class B shares
15(c) Form of amendment to the Service Plan of the Registrant for Class A shares
18 Form of Multiple Class Plan of the Registrant
* 25 Powers of Attorney for the Registrant
</TABLE>
- ---------------------
* Incorporated herein by reference to Post-Effective Amendment No. 19 to the
Registrant's Registration Statement on Form N-1A (File No. 33-5819) as
filed with the Securities and Exchange Commission on February 20, 1998.
Item 25. Persons Controlled by or under Common Control with Registrant.
Not applicable.
Item 26. Number of Holders of Securities.
Title of Class Number of Record Holders
Shares of Beneficial Interest As of October 28, 1998
(without par value)
CitiFunds California Tax Free Income Portfolio 0
CitiFunds New York Tax Free Income Portfolio 7
CitiFunds National Tax Free Income Portfolio 7
Item 27. Indemnification.
Reference is hereby made to (a) Article V of the Registrant's Declaration
of Trust, filed as an Exhibit to Post-Effective Amendment No. 19 to its
Registration Statement on Form N-1A; (b) Section 6 of the Distribution
Agreements between the Registrant and CFBDS, filed as an Exhibits hereto; and
(c) the undertaking of the Registrant regarding indemnification set forth in
its Registration Statement on Form N-1A.
The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.
<PAGE>
Item 28. Business and Other Connections of Investment Adviser.
Citibank, N.A. ("Citibank") is a commercial bank offering a wide range of
banking and investment services to customers across the United States and
around the world. Citibank is a wholly-owned subsidiary of Citicorp, which is,
in turn, a wholly-owned subsidiary of Citigroup Inc. Citibank also serves as
investment adviser to the following registered investment companies (or series
thereof): Asset Allocation Portfolios (Large Cap Value Portfolio, Small Cap
Value Portfolio, International Portfolio, Foreign Bond Portfolio, Intermediate
Income Portfolio and Short-Term Portfolio), The Premium Portfolios (Growth &
Income Portfolio, Balanced Portfolio, Large Cap Growth Portfolio, International
Equity Portfolio, Government Income Portfolio and Small Cap Growth Portfolio),
Tax Free Reserves Portfolio, U.S. Treasury Reserves Portfolio, Cash Reserves
Portfolio, CitiFundsSM Multi-State Tax Free Trust (CitiFundsSM California Tax
Free Reserves, CitiFundsSM New York Tax Free Reserves and CitiFundsSM
Connecticut Tax Free Reserves), CitiFundsSM Institutional Trust (CitiFundsSM
Institutional Cash Reserves) and Variable Annuity Portfolios (CitiSelect VIP
Folio 200, CitiSelect VIP Folio 300, CitiSelect VIP Folio 400, CitiSelect VIP
Folio 500 and CitiFundsSM Small Cap Growth VIP Portfolio). Citibank and its
affiliates manage assets in excess of $290 billion worldwide. The principal
place of business of Citibank is located at 399 Park Avenue, New York, New York
10043.
John S. Reed is the Chairman and a Director of Citibank. Victor J. Menezes
is the President and a Director of Citibank. William R. Rhodes and H. Onno
Ruding are Vice Chairmen and Directors of Citibank. The other Directors of
Citibank are Paul J. Collins, Vice Chairman of Citigroup Inc. and Robert I.
Lipp, Chairman and Chief Executive Officer of The Travelers Insurance Group
Inc. and of Travelers Property Casualty Corp.
Each of the individuals named above is also a Director of Citigroup Inc.
In addition, the following persons have the affiliations indicated:
Paul J. Collins Director, Kimberly-Clark Corporation
Robert I. Lipp Chairman, Chief Executive Officer and President, TAP
John S. Reed Director, Monsanto Company
Director, Philip Morris Companies
Incorporated
Stockholder, Tampa Tank & Welding, Inc.
William R. Rhodes Director, Private Export Funding
Corporation
H. Onno Ruding Supervisory Director, Amsterdamsch Trustees Cantoor B.V.
Director, Pechiney S.A.
Advisory Director, Unilever NV and Unilever PLC
Director, Corning Incorporated
Item 29. Principal Underwriters.
(a) CFBDS, the Registrant's Distributor, is also the distributor for
CitiFundsSM International Growth & Income Portfolio, CitiFundsSM International
Equity Portfolio, CitiFundsSM Emerging Asian Markets Equity Portfolio,
CitiFundsSM U.S. Treasury Reserves, CitiFundsSM Cash Reserves, CitiFundsSM
Premium U.S. Treasury Reserves, CitiFundsSM Premium Liquid Reserves,
CitiFundsSM Institutional U.S. Treasury Reserves, CitiFundsSM Institutional
Liquid Reserves, CitiFundsSM Institutional Cash Reserves, CitiFundsSM Tax Free
<PAGE>
Reserves, CitiFundsSM Institutional Tax Free Reserves, CitiFundsSM California
Tax Free Reserves, CitiFundsSM Connecticut Tax Free Reserves, CitiFundsSM New
York Tax Free Reserves, CitiFundsSM Intermediate Income Portfolio, CitiFundsSM
Short-Term U.S. Government Income Portfolio, CitiFundsSM Balanced Portfolio,
CitiFundsSM Small Cap Value Portfolio, CitiFundsSM Growth & Income Portfolio,
CitiFundsSM Large Cap Growth Portfolio, CitiFundsSM Small Cap Growth Portfolio,
CitiSelect VIP Folio 200, CitiSelect VIP Folio 300, CitiSelect VIP Folio 400,
CitiSelect VIP Folio 500, CitiFundsSM Small Cap Growth VIP Portfolio,
CitiSelect Folio 200, CitiSelect Folio 300, CitiSelect Folio 400, and
CitiSelect Folio 500. CFBDS is also the placement agent for Large Cap Value
Portfolio, Small Cap Value Portfolio, International Portfolio, Foreign Bond
Portfolio, Intermediate Income Portfolio, Short-Term Portfolio, Growth & Income
Portfolio, Large Cap Growth Portfolio, Small Cap Growth Portfolio,
International Equity Portfolio, Balanced Portfolio, Government Income
Portfolio, Emerging Asian Markets Equity Portfolio, Tax Free Reserves
Portfolio, Cash Reserves Portfolio and U.S. Treasury Reserves Portfolio.
(b) The information required by this Item 29 with respect to each director
and officer of CFBDS is incorporated by reference to Schedule A of Form BD
filed by CFBDS pursuant to the Securities and Exchange Act of 1934 (File No.
8-32417).
(c) Not applicable.
Item 30. Location of Accounts and Records.
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
NAME ADDRESS
CFBDS, Inc. 21 Milk Street, 5th Floor
(administrator and distributor) Boston, MA 02109
State Street Bank and Trust Company 1776 Heritage Drive
(custodian and transfer agent) North Quincy, MA 02171
Citibank, N.A. 153 East 53rd Street
(investment adviser) New York, NY 10043
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
(a) Not applicable.
(b) Not applicable.
(c) The Registrant hereby undertakes, if requested to do so by the
record holders of not less than 10% of the Registrant's
outstanding shares, to call a meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or
trustees, and to assist in communications with other
shareholders as required by Section 16(c) of the Investment
Company Act of 1940. The Registrant further undertakes to
furnish to each person to whom a prospectus of CitiFunds New
York Tax Free Income Portfolio, CitiFunds National Tax Free
Income Portfolio or CitiFunds California Tax Free Income
Portfolio is delivered with a copy of the respective Fund's
latest Annual Report to Shareholders, upon request without
charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth of
Massachusetts on the 29th day of October, 1998.
CITIFUNDS TAX FREE INCOME TRUST
By: Philip W. Coolidge
------------------------------
Philip W. Coolidge, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to this Registration Statement has been signed below
by the following persons in the capacities indicated below on October 29, 1998.
Signature Title
Philip W. Coolidge President, Principal Executive Officer and
- ----------------------------- Trustee
Philip W. Coolidge
John R. Elder Principal Financial Officer and Principal
- ----------------------------- Accounting Officer
John R. Elder
Elliott J. Berv* Trustee
- -----------------------------
Elliott J. Berv
Mark T. Finn* Trustee
- -----------------------------
Mark T. Finn
Riley C. Gilley* Trustee
- -----------------------------
Riley C. Gilley
Diana R. Harrington* Trustee
- -----------------------------
Diana R. Harrington
Susan B. Kerley* Trustee
- -----------------------------
Susan B. Kerley
C. Oscar Morong, Jr.* Trustee
- -----------------------------
C. Oscar Morong, Jr.
Walter E. Robb, III* Trustee
- -----------------------------
Walter E. Robb, III
E. Kirby Warren* Trustee
- -----------------------------
E. Kirby Warren
William S. Woods, Jr.* Trustee
- -----------------------------
William S. Woods, Jr.
*By: Philip W. Coolidge
-------------------------
Philip W. Coolidge
Executed by Philip W. Coolidge on behalf of
those indicated pursuant to Powers of
Attorney.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
Exhibit
No.: Description:
1(c) Establishment and Designation of Series of the Registrant
5(a) Management Agreement between the Registrant and Citibank, N.A., as manager
to CitiFunds New York Tax Free Income Portfolio
5(b) Management Agreement between the Registrant and Citibank, N.A., as manager
to CitiFunds National Tax Free Income Portfolio
5(c) Management Agreement between the Registrant and Citibank, N.A., as manager
to CitiFunds California Tax Free Income Portfolio (the "California Fund")
6(a) Amended and Restated Distribution Agreement between the Registrant and
CFBDS, Inc. ("CFBDS"), as distributor with respect to Class A shares
6(b) Form of Distribution Agreement between the Registrant and CFBDS,
as distributor with respect to Class B shares
6(c) Form of letter agreement amending the Amended and Restated Distribution
Agreement between the Registrant and CFBDS, as distributor with respect
to Class A shares
6(d) Letter agreement adding the California Fund to the Amended and Restated
Distribution Agreement between the Registrant and CFBDS, as distributor
with respect to Class A shares
8(b) Letter agreement adding the California Fund to the Custodian Contract with
State Street
9(a) Sub-Administrative Services Agreement between Citibank, N.A. and CFBDS
9(b) Letter agreement adding the California Fund to the Sub-Administrative Services
Agreement between Citibank, N.A. and CFBDS
9(d) Letter agreement adding the California Fund to the Transfer Agency and Service
Agreement with State Street
15(a) Service Plan of the Registrant for Class A shares
15(b) Form of Service Plan of the Registrant for Class B shares
15(c) Form of amendment to the Service Plan of the Registrant for Class A shares
18 Form of Multiple Class Plan of the Registrant
</TABLE>
Exhibit 1(c)
CITIFUNDS TAX FREE INCOME TRUST
AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF SERIES OF
SHARES OF BENEFICIAL INTEREST (WITHOUT PAR VALUE)
Pursuant to Section 6.9 of the Declaration of Trust, dated May 27, 1986,
as amended (the "Declaration of Trust"), of CitiFunds Tax Free Income Trust
(formerly, Landmark Tax Free Income Funds) (the "Trust"), the undersigned,
being a majority of the Trustees of the Trust, do hereby amend and restate the
Trust's existing Establishment and Designation of Series of Shares of
Beneficial Interest (without par value) in order to add an additional series
of Shares (as defined in the Declaration of Trust) of the Trust. No changes to
the special and relative rights of the existing series are intended by this
amendment and restatement.
1. The series shall be as follows:
The new series of the Trust shall be designated as "CitiFunds
California Tax Free Income Portfolio."
The other existing series of the Trust are as follows:
"CitiFunds National Tax Free Income Portfolio" and
"CitiFunds New York Tax Free Income Portfolio."
2. Each series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective registration statement under the Securities Act of
1933 to the extent pertaining to the offering of Shares of each series. Each
Share of each series shall be redeemable, shall be entitled to one vote or
fraction thereof in respect of a fractional share on matters on which shares
of that series shall be entitled to vote, shall represent a pro rata
beneficial interest in the assets allocated or belonging to such series, and
shall be entitled to receive its pro rata share of the net assets of such
series upon liquidation of the series, all as provided in Section 6.9 of the
Declaration of Trust.
3. Shareholders of each series shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to each series as provided in, Rule 18f-2,
<PAGE>
as from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and by the Declaration of Trust.
4. The assets and liabilities of the Trust shall be allocated to each
series as set forth in Section 6.9 of the Declaration of Trust.
5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall
have the right at any time and from time to time to reallocate assets and
expenses or to change the designation of any series now or hereafter created
or otherwise to change the special and relative rights of any such series.
IN WITNESS WHEREOF, the undersigned have executed this Establishment and
Designation of Series on separate counterparts this 7th day of August, 1998.
Elliott J. Berv Philip W. Coolidge
- ------------------------------ ------------------------------
ELLIOTT J. BERV PHILIP W. COOLIDGE
As Trustee and Not Individually As Trustee and Not Individually
Mark T. Finn Riley C. Gilley
- ------------------------------ ------------------------------
MARK T. FINN RILEY C. GILLEY
As Trustee and Not Individually As Trustee and Not Individually
Diana R. Harrington Susan B. Kerley
- ------------------------------ ------------------------------
DIANA R. HARRINGTON SUSAN B. KERLEY
As Trustee and Not Individually As Trustee and Not Individually
C. Oscar Morong, Jr. Walter E. Robb, III
- ------------------------------ ------------------------------
C. OSCAR MORONG, JR. WALTER E. ROBB, III
As Trustee and Not Individually As Trustee and Not Individually
E. Kirby Warren William S. Woods, Jr.
- ------------------------------ ------------------------------
E. KIRBY WARREN WILLIAM S. WOODS, JR.
As Trustee and Not Individually As Trustee and Not Individually
Exhibit 5(a)
MANAGEMENT AGREEMENT
LANDMARK TAX FREE INCOME FUNDS
Landmark New York Tax Free Income Fund
MANAGEMENT AGREEMENT, dated as of January 1, 1998, by and between Landmark
Tax Free Income Funds, a Massachusetts business trust (the "Trust"), and
Citibank, N.A., a national banking association ("Citibank" or the "Manager").
W I T N E S S E T H:
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder and any exemptive orders thereunder, the "1940 Act"), and
WHEREAS, the Trust wishes to engage Citibank to provide certain investment
advisory and administrative services for the series of the Trust designated as
Landmark New York Tax Free Income Fund (the "Fund"), and Citibank is willing to
provide such investment advisory and administrative services for the Fund on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of Citibank. (a) Citibank shall act as the Manager for the Fund
and as such shall furnish continuously an investment program and shall
determine from time to time what securities shall be purchased, sold or
exchanged and what portion of the assets of the Fund shall be held uninvested,
subject always to the restrictions of the Trust's Declaration of Trust, dated
as of May 27, 1986, and By-laws, as each may be amended from time to time
(respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940
Act, and the then-current Registration Statement of the Trust with respect to
the Fund. The Manager shall also make recommendations as to the manner in which
voting rights, rights to consent to corporate action and any other rights
pertaining to the Fund's portfolio securities shall be exercised. Should the
Board of Trustees of the Trust at any time, however, make any definite
<PAGE>
determination as to investment policy applicable to the Fund and notify the
Manager thereof in writing, the Manager shall be bound by such determination
for the period, if any, specified in such notice or until similarly notified
that such determination has been revoked. The Manager shall take, on behalf of
the Fund, all actions which it deems necessary to implement the investment
policies determined as provided above, and in particular to place all orders
for the purchase or sale of securities for the Fund's account with the brokers
or dealers selected by it, and to that end the Manager is authorized as the
agent of the Trust to give instructions to the custodian or any subcustodian of
the Fund as to deliveries of securities and payments of cash for the account of
the Fund. In connection with the selection of such brokers or dealers and the
placing of such orders, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Fund and/or the other accounts over
which the Manager or its affiliates exercise investment discretion. The Manager
is authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for the
Fund which is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the Manager determines in
good faith that such amount of commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Manager and its affiliates have with
respect to accounts over which they exercise investment discretion. In making
purchases or sales of securities or other property for the account of the Fund,
the Manager may deal with itself or with the Trustees of the Trust or the
Trust's underwriter or distributor, to the extent such actions are permitted by
the 1940 Act. In providing the services and assuming the obligations set forth
herein, the Manager may employ, at its own expense, or may request that the
Trust employ at the Fund's expense, one or more subadvisers; provided that in
each case the Manager shall supervise the activities of each subadviser. Any
agreement between the Manager and a subadviser shall be subject to the renewal,
termination and amendment provisions applicable to this Agreement. Any
agreement between the Trust on behalf of the Fund and a subadviser may be
terminated by the Manager at any time on not more than 60 days' nor less than
30 days' written notice to the Trust and the subadviser.
(b) Subject to the direction and control of the Board of Trustees of the
Trust, Citibank shall perform such administrative and management services as
may from time to time be reasonably requested by the Trust, which shall include
without limitation: (i) providing office space, equipment and clerical
personnel necessary for maintaining the organization of the Trust and for
<PAGE>
performing the administrative and management functions herein set forth; (ii)
supervising the overall administration of the Trust, including negotiation of
contracts and fees with and the monitoring of performance and billings of the
Trust's transfer agent, shareholder servicing agents, custodian and other
independent contractors or agents; (iii) preparing and, if applicable, filing
all documents required for compliance by the Trust with applicable laws and
regulations, including registration statements, prospectuses and statements of
additional information, semi-annual and annual reports to shareholders, proxy
statements and tax returns; (iv) preparation of agendas and supporting
documents for and minutes of meetings of Trustees, committees of Trustees and
shareholders; and (v) arranging for maintenance of books and records of the
Trust. Notwithstanding the foregoing, Citibank shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the
distribution of shares of beneficial interest in the Fund, nor shall Citibank
be deemed to have assumed or have any responsibility with respect to functions
specifically assumed by any transfer agent, fund accounting agent, custodian or
shareholder servicing agent of the Trust or the Fund. In providing
administrative and management services as set forth herein, Citibank may, at
its own expense, employ one or more subadministrators; provided that Citibank
shall remain fully responsible for the performance of all administrative and
management duties set forth herein and shall supervise the activities of each
subadministrator.
2. Allocation of Charges and Expenses. Citibank shall furnish at its own
expense all necessary services, facilities and personnel in connection with its
responsibilities under Section 1 above. Except as provided in the foregoing
sentence, it is understood that the Trust will pay from the assets of the Fund
all of its own expenses allocable to the Fund including, without limitation,
organization costs of the Fund; compensation of Trustees who are not
"affiliated persons" of Citibank; governmental fees; interest charges; loan
commitment fees; taxes; membership dues in industry associations allocable to
the Trust; fees and expenses of independent auditors, legal counsel and any
transfer agent, distributor, shareholder servicing agent, registrar or dividend
disbursing agent of the Trust; expenses of issuing and redeeming shares of
beneficial interest and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to existing shareholders of the Fund;
expenses connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of the Fund (including but not limited to the fees of independent pricing
services); expenses of meetings of the Fund's shareholders; expenses relating
<PAGE>
to the registration and qualification of shares of the Fund; and such
nonrecurring or extraordinary expenses as may arise, including those relating
to actions, suits or proceedings to which the Trust on behalf of the Fund may
be a party and the legal obligation which the Trust may have to indemnify its
Trustees and officers with respect thereto.
3. Compensation of Citibank. For the services to be rendered and the
facilities to be provided by Citibank hereunder, the Trust shall pay to
Citibank from the assets of the Fund a management fee computed daily and paid
monthly at an annual rate equal to 0.75% of the Fund's average daily net assets
for the Fund's then-current fiscal year. If Citibank provides services
hereunder for less than the whole of any period specified in this Section 3,
the compensation to Citibank shall be accordingly adjusted and prorated.
4. Covenants of Citibank. Citibank agrees that it will not deal with
itself, or with the Trustees of the Trust or the Trust's principal underwriter
or distributor, as principals in making purchases or sales of securities or
other property for the account of the Fund, except as permitted by the 1940
Act, will not take a long or short position in shares of beneficial interest in
the Fund except as permitted by the Declaration, and will comply with all other
provisions of the Declaration and By-Laws and the then-current Registration
Statement applicable to the Fund relative to Citibank and its directors and
officers.
5. Limitation of Liability of Citibank. Citibank shall not be liable for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the execution of securities
transactions for the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder. As used in this Section 5, the term
"Citibank" shall include directors, officers and employees of Citibank as well
as Citibank itself.
6. Activities of Citibank. The services of Citibank to the Fund are not to
be deemed to be exclusive, Citibank being free to render investment advisory,
administrative and/or other services to others. It is understood that Trustees,
officers, and shareholders of the Trust are or may be or may become interested
in Citibank, as directors, officers, employees, or otherwise and that
directors, officers and employees of Citibank are or may become similarly
interested in the Trust and that Citibank may be or may become interested in
the Trust as a shareholder or otherwise.
<PAGE>
7. Duration, Termination and Amendments of this Agreement. This Agreement
shall become effective as of the day and year first above written, shall govern
the relations between the parties hereto thereafter and shall remain in force
until August 8, 1999, on which date it will terminate unless its continuance
after August 8, 1999 is "specifically approved at least annually" (a) by the
vote of a majority of the Trustees of the Trust who are not "interested
persons" of the Trust or of Citibank at a meeting specifically called for the
purpose of voting on such approval, and (b) by the Board of Trustees of the
Trust or by "vote of a majority of the outstanding voting securities" of the
Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the "vote of a majority of the outstanding voting
securities" of the Fund, or by Citibank, in each case on not more than 60 days'
nor less than 30 days' written notice to the other party. This Agreement shall
automatically terminate in the event of its "assignment."
This Agreement may be amended only if such amendment is approved by the
"vote of a majority of the outstanding voting securities" of the Fund (except
for any such amendment as may be effected in the absence of such approval
without violating the 1940 Act).
The terms "specifically approved at least annually," "vote of a majority
of the outstanding voting securities," "assignment," "affiliated person," and
"interested persons," when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
Each party acknowledges and agrees that all obligations of the Trust under
this Agreement are binding only with respect to the Fund; that any liability of
the Trust under this Agreement, or in connection with the transactions
contemplated herein, shall be discharged only out of the assets of the Fund;
and that no other series of the Trust shall be liable with respect to this
Agreement or in connection with the transactions contemplated herein.
The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Declaration and the obligations of
this Agreement are not binding upon any of the Trustees, officers or
shareholders of the Trust individually.
<PAGE>
8. Governing Law. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
9. Use of Name. The Trust hereby acknowledges that any and all rights in
or to the name "Citi" which exist on the date of this Agreement or which may
arise hereafter are, and under any and all circumstances shall continue to be,
the sole property of Citibank; that Citibank may assign any or all of such
rights to another party or parties without the consent of the Trust; and that
Citibank may permit other parties, including other investment companies, to use
the word "Citi" in their names. If Citibank, or its assignee as the case may
be, ceases to serve as the adviser to and administrator of the Trust, the Trust
hereby agrees to take promptly any and all actions which are necessary or
desirable to change its name so as to delete the word "Citi."
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
LANDMARK TAX FREE
INCOME FUNDS CITIBANK, N.A.
By: Philip Coolidge By: Lawrence Keblusek
Title: President Title: U.S. C.I.O.
Exhibit 5(b)
MANAGEMENT AGREEMENT
LANDMARK TAX FREE INCOME FUNDS
Landmark National Tax Free Income Fund
MANAGEMENT AGREEMENT, dated as of January 1, 1998, by and between Landmark
Tax Free Income Funds, a Massachusetts business trust (the "Trust"), and
Citibank, N.A., a national banking association ("Citibank" or the "Manager").
W I T N E S S E T H:
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder and any exemptive orders thereunder, the "1940 Act"), and
WHEREAS, the Trust wishes to engage Citibank to provide certain investment
advisory and administrative services for the series of the Trust designated as
Landmark National Tax Free Income Fund (the "Fund"), and Citibank is willing to
provide such investment advisory and administrative services for the Fund on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of Citibank. (a) Citibank shall act as the Manager for the Fund
and as such shall furnish continuously an investment program and shall
determine from time to time what securities shall be purchased, sold or
exchanged and what portion of the assets of the Fund shall be held uninvested,
subject always to the restrictions of the Trust's Declaration of Trust, dated
as of May 27, 1986, and By-laws, as each may be amended from time to time
(respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940
Act, and the then-current Registration Statement of the Trust with respect to
the Fund. The Manager shall also make recommendations as to the manner in which
voting rights, rights to consent to corporate action and any other rights
pertaining to the Fund's portfolio securities shall be exercised. Should the
Board of Trustees of the Trust at any time, however, make any definite
<PAGE>
determination as to investment policy applicable to the Fund and notify the
Manager thereof in writing, the Manager shall be bound by such determination
for the period, if any, specified in such notice or until similarly notified
that such determination has been revoked. The Manager shall take, on behalf of
the Fund, all actions which it deems necessary to implement the investment
policies determined as provided above, and in particular to place all orders
for the purchase or sale of securities for the Fund's account with the brokers
or dealers selected by it, and to that end the Manager is authorized as the
agent of the Trust to give instructions to the custodian or any subcustodian of
the Fund as to deliveries of securities and payments of cash for the account of
the Fund. In connection with the selection of such brokers or dealers and the
placing of such orders, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Fund and/or the other accounts over
which the Manager or its affiliates exercise investment discretion. The Manager
is authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for the
Fund which is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the Manager determines in
good faith that such amount of commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Manager and its affiliates have with
respect to accounts over which they exercise investment discretion. In making
purchases or sales of securities or other property for the account of the Fund,
the Manager may deal with itself or with the Trustees of the Trust or the
Trust's underwriter or distributor, to the extent such actions are permitted by
the 1940 Act. In providing the services and assuming the obligations set forth
herein, the Manager may employ, at its own expense, or may request that the
Trust employ at the Fund's expense, one or more subadvisers; provided that in
each case the Manager shall supervise the activities of each subadviser. Any
agreement between the Manager and a subadviser shall be subject to the renewal,
termination and amendment provisions applicable to this Agreement. Any
agreement between the Trust on behalf of the Fund and a subadviser may be
terminated by the Manager at any time on not more than 60 days' nor less than
30 days' written notice to the Trust and the subadviser.
(b) Subject to the direction and control of the Board of Trustees of the
Trust, Citibank shall perform such administrative and management services as
may from time to time be reasonably requested by the Trust, which shall include
without limitation: (i) providing office space, equipment and clerical
personnel necessary for maintaining the organization of the Trust and for
<PAGE>
performing the administrative and management functions herein set forth; (ii)
supervising the overall administration of the Trust, including negotiation of
contracts and fees with and the monitoring of performance and billings of the
Trust's transfer agent, shareholder servicing agents, custodian and other
independent contractors or agents; (iii) preparing and, if applicable, filing
all documents required for compliance by the Trust with applicable laws and
regulations, including registration statements, prospectuses and statements of
additional information, semi-annual and annual reports to shareholders, proxy
statements and tax returns; (iv) preparation of agendas and supporting
documents for and minutes of meetings of Trustees, committees of Trustees and
shareholders; and (v) arranging for maintenance of books and records of the
Trust. Notwithstanding the foregoing, Citibank shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the
distribution of shares of beneficial interest in the Fund, nor shall Citibank
be deemed to have assumed or have any responsibility with respect to functions
specifically assumed by any transfer agent, fund accounting agent, custodian or
shareholder servicing agent of the Trust or the Fund. In providing
administrative and management services as set forth herein, Citibank may, at
its own expense, employ one or more subadministrators; provided that Citibank
shall remain fully responsible for the performance of all administrative and
management duties set forth herein and shall supervise the activities of each
subadministrator.
2. Allocation of Charges and Expenses. Citibank shall furnish at its own
expense all necessary services, facilities and personnel in connection with its
responsibilities under Section 1 above. Except as provided in the foregoing
sentence, it is understood that the Trust will pay from the assets of the Fund
all of its own expenses allocable to the Fund including, without limitation,
organization costs of the Fund; compensation of Trustees who are not
"affiliated persons" of Citibank; governmental fees; interest charges; loan
commitment fees; taxes; membership dues in industry associations allocable to
the Trust; fees and expenses of independent auditors, legal counsel and any
transfer agent, distributor, shareholder servicing agent, registrar or dividend
disbursing agent of the Trust; expenses of issuing and redeeming shares of
beneficial interest and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to existing shareholders of the Fund;
expenses connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of the Fund (including but not limited to the fees of independent pricing
services); expenses of meetings of the Fund's shareholders; expenses relating
<PAGE>
to the registration and qualification of shares of the Fund; and such
nonrecurring or extraordinary expenses as may arise, including those relating
to actions, suits or proceedings to which the Trust on behalf of the Fund may
be a party and the legal obligation which the Trust may have to indemnify its
Trustees and officers with respect thereto.
3. Compensation of Citibank. For the services to be rendered and the
facilities to be provided by Citibank hereunder, the Trust shall pay to
Citibank from the assets of the Fund a management fee computed daily and paid
monthly at an annual rate equal to 0.75% of the Fund's average daily net assets
for the Fund's then-current fiscal year. If Citibank provides services
hereunder for less than the whole of any period specified in this Section 3,
the compensation to Citibank shall be accordingly adjusted and prorated.
4. Covenants of Citibank. Citibank agrees that it will not deal with
itself, or with the Trustees of the Trust or the Trust's principal underwriter
or distributor, as principals in making purchases or sales of securities or
other property for the account of the Fund, except as permitted by the 1940
Act, will not take a long or short position in shares of beneficial interest in
the Fund except as permitted by the Declaration, and will comply with all other
provisions of the Declaration and By-Laws and the then-current Registration
Statement applicable to the Fund relative to Citibank and its directors and
officers.
5. Limitation of Liability of Citibank. Citibank shall not be liable for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the execution of securities
transactions for the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder. As used in this Section 5, the term
"Citibank" shall include directors, officers and employees of Citibank as well
as Citibank itself.
6. Activities of Citibank. The services of Citibank to the Fund are not to
be deemed to be exclusive, Citibank being free to render investment advisory,
administrative and/or other services to others. It is understood that Trustees,
officers, and shareholders of the Trust are or may be or may become interested
in Citibank, as directors, officers, employees, or otherwise and that
directors, officers and employees of Citibank are or may become similarly
interested in the Trust and that Citibank may be or may become interested in
the Trust as a shareholder or otherwise.
<PAGE>
7. Duration, Termination and Amendments of this Agreement. This Agreement
shall become effective as of the day and year first above written, shall govern
the relations between the parties hereto thereafter and shall remain in force
until August 8, 1999, on which date it will terminate unless its continuance
after August 8, 1999 is "specifically approved at least annually" (a) by the
vote of a majority of the Trustees of the Trust who are not "interested
persons" of the Trust or of Citibank at a meeting specifically called for the
purpose of voting on such approval, and (b) by the Board of Trustees of the
Trust or by "vote of a majority of the outstanding voting securities" of the
Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the "vote of a majority of the outstanding voting
securities" of the Fund, or by Citibank, in each case on not more than 60 days'
nor less than 30 days' written notice to the other party. This Agreement shall
automatically terminate in the event of its "assignment."
This Agreement may be amended only if such amendment is approved by the
"vote of a majority of the outstanding voting securities" of the Fund (except
for any such amendment as may be effected in the absence of such approval
without violating the 1940 Act).
The terms "specifically approved at least annually," "vote of a majority
of the outstanding voting securities," "assignment," "affiliated person," and
"interested persons," when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
Each party acknowledges and agrees that all obligations of the Trust under
this Agreement are binding only with respect to the Fund; that any liability of
the Trust under this Agreement, or in connection with the transactions
contemplated herein, shall be discharged only out of the assets of the Fund;
and that no other series of the Trust shall be liable with respect to this
Agreement or in connection with the transactions contemplated herein.
The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Declaration and the obligations of
this Agreement are not binding upon any of the Trustees, officers or
shareholders of the Trust individually.
<PAGE>
8. Governing Law. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
9. Use of Name. The Trust hereby acknowledges that any and all rights in
or to the name "Citi" which exist on the date of this Agreement or which may
arise hereafter are, and under any and all circumstances shall continue to be,
the sole property of Citibank; that Citibank may assign any or all of such
rights to another party or parties without the consent of the Trust; and that
Citibank may permit other parties, including other investment companies, to use
the word "Citi" in their names. If Citibank, or its assignee as the case may
be, ceases to serve as the adviser to and administrator of the Trust, the Trust
hereby agrees to take promptly any and all actions which are necessary or
desirable to change its name so as to delete the word "Citi."
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
LANDMARK TAX FREE
INCOME FUNDS CITIBANK, N.A.
By: Philip Coolidge By: Lawrence Keblusek
Title: President Title: U.S. C.I.O.
Exhibit 5(c)
MANAGEMENT AGREEMENT
CITIFUNDS TAX FREE INCOME TRUST
CitiFunds California Tax Free Income Portfolio
MANAGEMENT AGREEMENT, dated as of September 14, 1998, by and between
CitiFunds Tax Free Income Trust, a Massachusetts trust (the "Trust"), and
Citibank, N.A., a national banking association ("Citibank" or the "Manager").
W I T N E S S E T H:
WHEREAS, the Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder and any exemptive orders thereunder, the "1940 Act"), and
WHEREAS, the Trust wishes to engage Citibank to provide certain investment
advisory and administrative services for the series of the Trust designated as
CitiFunds California Tax Free Income Portfolio (the "Fund"), and Citibank is
willing to provide such investment advisory and administrative services for the
Fund on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of Citibank. (a) Citibank shall act as the Manager for the
Fund and as such shall furnish continuously an investment program and shall
determine from time to time what securities shall be purchased, sold or
exchanged and what portion of the assets of the Fund shall be held uninvested,
subject always to the restrictions of the Trust's Declaration of Trust, dated
as of May 27, 1986, and By-Laws, as each may be amended from time to time
(respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940
Act, and the then-current Registration Statement of the Trust with respect to
the Fund. The Manager shall also make recommendations as to the manner in which
voting rights, rights to consent to corporate action and any other rights
<PAGE>
pertaining to the Fund's portfolio securities shall be exercised. Should the
Board of Trustees of the Trust at any time, however, make any definite
determination as to investment policy applicable to the Fund and notify the
Manager thereof in writing, the Manager shall be bound by such determination
for the period, if any, specified in such notice or until similarly notified
that such determination has been revoked. The Manager shall take, on behalf of
the Fund, all actions which it deems necessary to implement the investment
policies determined as provided above, and in particular to place all orders
for the purchase or sale of securities for the Fund's account with the brokers
or dealers selected by it, and to that end the Manager is authorized as the
agent of the Trust to give instructions to the custodian or any subcustodian of
the Fund as to deliveries of securities and payments of cash for the account of
the Fund. In connection with the selection of such brokers or dealers and the
placing of such orders, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Fund and/or the other accounts over
which the Manager or its affiliates exercise investment discretion. The Manager
is authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for the
Fund which is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the Manager determines in
good faith that such amount of commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Manager and its affiliates have with
respect to accounts over which they exercise investment discretion. In making
purchases or sales of securities or other property for the account of the Fund,
the Manager may deal with itself or with the Trustees of the Trust or the
Trust's underwriter or distributor, to the extent such actions are permitted by
the 1940 Act. In providing the services and assuming the obligations set forth
herein, the Manager may employ, at its own expense, or may request that the
Trust employ at the Fund's expense, one or more subadvisers; provided that in
each case the Manager shall supervise the activities of each subadviser. Any
agreement between the Manager and a subadviser shall be subject to the renewal,
termination and amendment provisions applicable to this Agreement. Any
agreement between the Trust on behalf of the Fund and a subadviser may be
terminated by the Manager at any time on not more than 60 days' nor less than
30 days' written notice to the Trust and the subadviser.
<PAGE>
(b) Subject to the direction and control of the Board of Trustees of the
Trust, Citibank shall perform such administrative and management services as
may from time to time be reasonably requested by the Trust, which shall include
without limitation: (i) providing office space, equipment and clerical
personnel necessary for maintaining the organization of the Trust and for
performing the administrative and management functions herein set forth; (ii)
supervising the overall administration of the Trust, including negotiation of
contracts and fees with and the monitoring of performance and billings of the
Trust's transfer agent, shareholder servicing agents, custodian and other
independent contractors or agents; (iii) preparing and, if applicable, filing
all documents required for compliance by the Trust with applicable laws and
regulations, including registration statements, prospectuses and statements of
additional information, semi-annual and annual reports to shareholders, proxy
statements and tax returns; (iv) preparation of agendas and supporting
documents for and minutes of meetings of Trustees, committees of Trustees and
shareholders; and (v) arranging for maintenance of books and records of the
Trust. Notwithstanding the foregoing, Citibank shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the
distribution of shares of beneficial interest in the Fund, nor shall Citibank
be deemed to have assumed or have any responsibility with respect to functions
specifically assumed by any transfer agent, fund accounting agent, custodian or
shareholder servicing agent of the Trust or the Fund. In providing
administrative and management services as set forth herein, Citibank may, at
its own expense, employ one or more subadministrators; provided that Citibank
shall remain fully responsible for the performance of all administrative and
management duties set forth herein and shall supervise the activities of each
subadministrator.
2. Allocation of Charges and Expenses. Citibank shall furnish at its own
expense all necessary services, facilities and personnel in connection with its
responsibilities under Section 1 above. Except as provided in the foregoing
sentence, it is understood that the Trust will pay from the assets of the Fund
all of its own expenses allocable to the Fund including, without limitation,
organization costs of the Fund; compensation of Trustees who are not
"affiliated persons" of Citibank; governmental fees; interest charges; loan
commitment fees; taxes; membership dues in industry associations allocable to
the Trust; fees and expenses of independent auditors, legal counsel and any
transfer agent, distributor, shareholder servicing agent, registrar or dividend
disbursing agent of the Trust; expenses of issuing and redeeming shares of
beneficial interest and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
<PAGE>
governmental officers and commissions and to existing shareholders of the Fund;
expenses connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of the Fund (including but not limited to the fees of independent pricing
services); expenses of meetings of the Fund's shareholders; expenses relating
to the registration and qualification of shares of the Fund; and such
nonrecurring or extraordinary expenses as may arise, including those relating
to actions, suits or proceedings to which the Trust on behalf of the Fund may
be a party and the legal obligation which the Trust may have to indemnify its
Trustees and officers with respect thereto.
3. Compensation of Citibank. For the services to be rendered and the
facilities to be provided by Citibank hereunder, the Trust shall pay to
Citibank from the assets of the Fund a management fee computed daily and paid
monthly at an annual rate equal to 0.50% of the Fund's average daily net assets
for the Fund's then-current fiscal year. If Citibank provides services
hereunder for less than the whole of any period specified in this Section 3,
the compensation to Citibank shall be accordingly adjusted and prorated.
4. Covenants of Citibank. Citibank agrees that it will not deal with
itself, or with the Trustees of the Trust or the Trust's principal underwriter
or distributor, as principals in making purchases or sales of securities or
other property for the account of the Fund, except as permitted by the 1940
Act, will not take a long or short position in shares of beneficial interest in
the Fund except as permitted by the Declaration, and will comply with all other
provisions of the Declaration and By-Laws and the then-current Registration
Statement applicable to the Fund relative to Citibank and its directors and
officers.
5. Limitation of Liability of Citibank. Citibank shall not be liable for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the execution of securities
transactions for the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder. As used in this Section 5, the term
"Citibank" shall include directors, officers and employees of Citibank as well
as Citibank itself.
<PAGE>
6. Activities of Citibank. The services of Citibank to the Fund are not
to be deemed to be exclusive, Citibank being free to render investment
advisory, administrative and/or other services to others. It is understood
that Trustees, officers, and shareholders of the Trust are or may be or may
become interested in Citibank, as directors, officers, employees, or otherwise
and that directors, officers and employees of Citibank are or may become
similarly interested in the Trust and that Citibank may be or may become
interested in the Trust as a shareholder or otherwise.
7. Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective as of the day and year first above written,
shall govern the relations between the parties hereto thereafter and shall
remain in force until August 7, 2000, on which date it will terminate unless
its continuance after August 7, 2000 is "specifically approved at least
annually" (a) by the vote of a majority of the Trustees of the Trust who are
not "interested persons" of the Trust or of Citibank at a meeting specifically
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Trust or by "vote of a majority of the outstanding voting
securities" of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the "vote of a majority of the outstanding voting
securities" of the Fund, or by Citibank, in each case on not more than 60 days'
nor less than 30 days' written notice to the other party. This Agreement shall
automatically terminate in the event of its "assignment."
This Agreement may be amended only if such amendment is approved by the
"vote of a majority of the outstanding voting securities" of the Fund (except
for any such amendment as may be effected in the absence of such approval
without violating the 1940 Act).
The terms "specifically approved at least annually," "vote of a majority
of the outstanding voting securities," "assignment," "affiliated person," and
"interested persons," when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
Each party acknowledges and agrees that all obligations of the Trust under
this Agreement are binding only with respect to the Fund; that any liability of
the Trust under this Agreement, or in connection with the transactions
<PAGE>
contemplated herein, shall be discharged only out of the assets of the Fund;
and that no other series of the Trust shall be liable with respect to this
Agreement or in connection with the transactions contemplated herein.
The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Declaration and the obligations of
this Agreement are not binding upon any of the Trustees, officers or
shareholders of the Trust individually.
8. Governing Law. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
9. Use of Name. The Trust hereby acknowledges that any and all rights in
or to the name "Citi" which exist on the date of this Agreement or which may
arise hereafter are, and under any and all circumstances shall continue to be,
the sole property of Citibank; that Citibank may assign any or all of such
rights to another party or parties without the consent of the Trust; and that
Citibank may permit other parties, including other investment companies, to use
the word "Citi" in their names. If Citibank, or its assignee as the case may
be, ceases to serve as the adviser to and administrator of the Trust, the Trust
hereby agrees to take promptly any and all actions which are necessary or
desirable to change its name so as to delete the word "Citi."
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
CITIFUNDS TAX FREE
INCOME TRUST CITIBANK, N.A.
By: Philip Coolidge By: Lawrence Keblusek
Title: President Title: U.S. C.I.O.
Exhibit 6(a)
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
AGREEMENT, dated as of June 24, 1986, and amended and restated as of
December 31, 1997, by and between Landmark Tax Free Income Funds, a
Massachusetts trust (the "Trust"), and CFBDS, Inc., a Massachusetts corporation
("Distributor").
WHEREAS, the Trust engages in business as an openend management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Trust's shares of beneficial interest ("Shares") are divided
into separate series representing interests in separate funds of securities and
other assets;
WHEREAS, the Trust wishes to retain the services of a distributor for
Shares of each class of each of the Trust's series listed on Exhibit A hereto
(the "Funds") and has registered the Shares of the Funds under the Securities
Act of 1933, as amended (the "1933 Act");
WHEREAS, the Trust has adopted a Service Plan pursuant to Rule 12b1 under
the 1940 Act (the "Service Plan") and may enter into related agreements
providing for the distribution and servicing of Shares of the Funds;
WHEREAS, Distributor has agreed to act as distributor of the Shares of
each class of the Funds for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment of Distributor.
(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of Shares of each class of the Funds in jurisdictions wherein such
Shares may be legally offered for sale; provided, however, that the Trust in
its absolute discretion may issue Shares of the Funds in connection with (i)
the payment or reinvestment of dividends or distributions; (ii) any merger or
consolidation of the Trust or of the Funds with any other investment company or
trust or any personal holding company, or the acquisition of the assets of any
<PAGE>
such entity or another Fund of the Trust; or (iii) any offer of exchange
permitted by Section 11 of the 1940 Act.
(b) Distributor hereby accepts such appointment as exclusive agent for the
distribution of Shares of each class of the Funds and agrees that it will sell
the Shares as agent for the Trust at prices determined as hereinafter provided
and on the terms hereinafter set forth, all according to the then-current
prospectus and statement of additional information of each Fund (collectively,
the "Prospectus" and the "Statement of Additional Information"), applicable
laws, rules and regulations and the Declaration of Trust of the Trust.
Distributor agrees to use its best efforts to solicit orders for the sale of
Shares of the Funds, and agrees to transmit promptly to the Trust (or to the
transfer agent of the Funds, if so instructed in writing by the Trust) any
orders received by it for purchase or redemption of Shares.
(c) Distributor may sell Shares of the Funds to or through qualified
securities dealers, financial institutions or others. Distributor will require
each dealer or other such party to conform to the provisions of this Agreement,
the Prospectus, the Statement of Additional Information and applicable law; and
neither Distributor nor any such dealers or others shall withhold the placing
of purchase orders for Shares so as to make a profit thereby.
(d) Distributor shall order Shares of the Funds from the Trust only to the
extent that it shall have received unconditional purchase orders therefor.
Distributor will not make, or authorize any dealers or others to make: (i) any
short sales of Shares; or (ii) any sales of Shares to any Trustee or officer of
the Trust, any officer or director of Distributor or any corporation or
association furnishing investment advisory, managerial or supervisory services
to the Trust, or to any such corporation or association, unless such sales are
made in accordance with the Prospectus and the Statement of Additional
Information.
(e) Distributor is not authorized by the Trust to give any information or
make any representations regarding Shares of the Funds, except such information
or representations as are contained in the Prospectus, the Statement of
Additional Information or advertisements and sales literature prepared by or on
behalf of the Trust for Distributor's use.
(f) The Trust agrees to execute any and all documents, to furnish any and
all information and otherwise to take all actions which may be reasonably
necessary in the discretion of the Trust's officers in connection with the
<PAGE>
qualification of Shares of each Fund for sale in such states as Distributor and
the Trust agree.
(g) No Shares of any Fund shall be offered by either Distributor or the
Trust under this Agreement, and no orders for the purchase or sale of such
Shares hereunder shall be accepted by the Trust, if and so long as the
effectiveness of the Trust's then current registration statement as to Shares
of that Fund or any necessary amendments thereto shall be suspended under any
of the provisions of the 1933 Act, or if and so long as a current prospectus
for Shares of that Fund as required by Section 10 of the 1933 Act is not on
file with the Securities and Exchange Commission; provided, however, that
nothing contained in this paragraph (g) shall in any way restrict the Trust's
obligation to repurchase any Shares from any shareholder in accordance with the
provisions of the applicable Fund's Prospectus or charter documents.
(h) Notwithstanding any provision hereof, the Trust may terminate, suspend
or withdraw the offering of Shares of any Fund whenever, in its sole
discretion, it deems such action to be desirable.
2. Offering Price of Shares. All Fund Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the time of
the sale, as described in the Prospectus. The excess, if any, of the public
offering price over the net asset value of the Shares sold by Distributor as
agent, and any contingent deferred sales charge applicable to Shares of any
class of any Fund as set forth in the applicable Fund's Prospectus, shall be
retained by Distributor as a commission for its services hereunder. Out of such
commission Distributor may allow commissions, concessions or agency fees to
dealers or other financial institutions, including banks, and may allow them to
others in its discretion in such amounts as Distributor shall determine from
time to time. Except as may be otherwise determined by Distributor from time to
time, such commissions, concessions or agency fees shall be uniform to all
dealers and other financial institutions. At no time shall the Trust receive
less than the full net asset value of the Shares of each Fund, determined in
the manner set forth in the Prospectus and the Statement of Additional
Information. Distributor also may receive such compensation under the Trust's
Service Plan as may be authorized by the Trustees of the Trust from time to
time.
3. Furnishing of Information.
(a) The Trust shall furnish to Distributor copies of any information,
financial statements and other documents that Distributor may reasonably
<PAGE>
request for use in connection with the sale of Shares of the Funds under this
Agreement. The Trust shall also make available a sufficient number of copies of
the Funds' Prospectus and Statement of Additional Information for use by the
Distributor.
(b) The Trust agrees to advise Distributor immediately in writing:
(i) of any request by the Securities and Exchange Commission for
amendments to any registration statement concerning a Fund or to a
Prospectus or for additional information;
(ii) in the event of the issuance by the Securities and Exchange
Commission of any stop order suspending the effectiveness of any such
registration statement or Prospectus or the initiation of any proceeding
for that purpose;
(iii) of the happening of any event which makes untrue any statement
of a material fact made in any such registration statement or Prospectus
or which requires the making of a change in such registration statement or
Prospectus in order to make the statements therein not misleading; and
(iv) of all actions of the Securities and Exchange Commission with
respect to any amendments to any such registration statement or Prospectus
which may from time to time be filed with the Securities and Exchange
Commission.
4. Expenses.
(a) The Trust will pay or cause to be paid the following expenses:
organization costs of the Funds; compensation of Trustees who are not
"affiliated persons" of the Distributor; governmental fees; interest charges;
loan commitment fees; taxes; membership dues in industry associations allocable
to the Trust; fees and expenses of independent auditors, legal counsel and any
transfer agent, distributor, shareholder servicing agent, registrar or dividend
disbursing agent of the Trust; expenses of issuing and redeeming shares of
beneficial interest and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to existing shareholders of the
Funds; expenses connected with the execution, recording and settlement of
security transactions; insurance premiums; fees and expenses of the custodian
for all services to the Funds, including safekeeping of funds and securities
<PAGE>
and maintaining required books and accounts; expenses of calculating the net
asset value of the Funds (including but not limited to the fees of independent
pricing services); expenses of meetings of shareholders; expenses relating to
the issuance, registration and qualification of shares; and such non-recurring
or extraordinary expenses as may arise, including those relating to actions,
suits or proceedings to which the Trust may be a party and the legal obligation
which the Trust may have to indemnify its Trustees and officers with respect
thereto.
(b) Except as otherwise provided in this Agreement and except to the
extent such expenses are borne by the Trust pursuant to the Service Plan,
Distributor will pay or cause to be paid all expenses connected with its own
qualification as a dealer under state and federal laws and all other expenses
incurred by Distributor in connection with the sale of Shares of each Fund as
contemplated by this Agreement.
(c) Distributor shall prepare and deliver reports to the Trustees of the
Trust on a regular basis, at least quarterly, showing the expenditures with
respect to each Fund pursuant to the Service Plan and the purposes therefor, as
well as any supplemental reports that the Trustees of the Trust, from time to
time, may reasonably request.
5. Repurchase of Shares. Distributor as agent and for the account of the
Trust may repurchase Shares of the Funds offered for resale to it and redeem
such Shares at their net asset value.
6. Indemnification by the Trust. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify
Distributor, its officers and directors, and any person which controls
Distributor within the meaning of the 1933 Act against any and all claims,
demands, liabilities and expenses that any such indemnified party may incur
under the 1933 Act, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in the registration
statement for any Fund, any Prospectus or Statement of Additional Information,
or any advertisements or sales literature prepared by or on behalf of the Trust
for Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, unless such
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor. Nothing herein contained shall require the Trust to take any
<PAGE>
action contrary to any provision of its Declaration of Trust or any applicable
statute or regulation.
7. Indemnification by Distributor. Distributor agrees to indemnify the
Trust, its officers and Trustees and any person which controls the Trust within
the meaning of the 1933 Act against any and all claims, demands, liabilities
and expenses that any such indemnified party may incur under the 1933 Act, or
common law or otherwise, arising out of or based upon (i) any alleged untrue
statement of a material fact contained in the registration statement for any
Fund, any Prospectus or Statement of Additional Information, or any
advertisements or sales literature prepared by or on behalf of the Trust for
Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, if such
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor; and (ii) any act or deed of Distributor or its sales
representatives that has not been authorized by the Trust in any Prospectus or
Statement of Additional Information or by this Agreement.
8. Term and Termination.
(a) Unless terminated as herein provided, this Agreement shall continue in
effect as to each Fund until August 8, 1998 and shall continue in effect for
successive periods of one year thereafter, but only so long as each such
continuance is specifically approved by votes of a majority of both the
Trustees of the Trust and the Trustees of the Trust who are not parties to this
Agreement or interested persons (as defined in the 1940 Act) of any such party
and who have no direct or indirect financial interest in this Agreement or in
the operation of the Service Plan or in any agreement related thereto
("Independent Trustees"), cast in person at a meeting called for the purpose of
voting on such approval.
(b) This Agreement may be terminated as to any Fund on not less than
thirty days' nor more than sixty days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
9. Limitation of Liability. The obligations of the Trust hereunder shall
not be binding upon any of the Trustees, officers or shareholders of the Trust
personally, but shall bind only the assets and property of the particular Fund
or Funds in question, and not any other Fund or series of the Trust. The term
<PAGE>
"Landmark Tax Free Income Funds" means and refers to the Trustees from time to
time serving under the Declaration of Trust of the Trust, a copy of which is on
file with the Secretary of the Commonwealth of Massachusetts. The execution and
delivery of this Agreement has been authorized by the Trustees, and this
Agreement has been signed on behalf of the Trust by an authorized officer of
the Trust, acting as such and not individually, and neither such authorization
by such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the assets and property of the
Trust as provided in the Declaration of Trust.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
provisions of the 1940 Act.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
Landmark Tax Free Income Funds
By: Philip Coolidge
CFBDS, Inc.
By: Philip Coolidge
<PAGE>
Exhibit A
Funds
Landmark National Tax Free Income Fund
Landmark New York Tax Free Income Fund
Exhibit 6(b)
FORM OF DISTRIBUTION AGREEMENT
AGREEMENT, dated as of ________ __, 199_, by and between CitiFunds Tax
Free Income Trust (formerly, Landmark Tax Free Income Funds), a Massachusetts
trust (the "Trust"), and CFBDS, Inc., a Massachusetts corporation
("Distributor"). This Agreement relates solely to Shares of Beneficial Interest
designated "Class B."
WHEREAS, the Trust engages in business as an openend management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Trust's shares of beneficial interest ("Shares") are divided
into separate series representing interests in separate funds of securities and
other assets;
WHEREAS, the Trust wishes to retain the services of a distributor for
Class B Shares of each of the Trust's series listed on Exhibit A hereto (the
"Funds") and has registered the Shares of the Funds under the Securities Act of
1933, as amended (the "1933 Act");
WHEREAS, the Trust has adopted a Service Plan pursuant to Rule 12b1 under
the 1940 Act (the "Service Plan") and may enter into related agreements
providing for the distribution and servicing of Shares of the Funds;
WHEREAS, Distributor has agreed to act as distributor of the Class B
Shares of the Funds for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment of Distributor.
(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of Class B Shares of the Funds in jurisdictions wherein such
Shares may be legally offered for sale; provided, however, that the Trust in
its absolute discretion may issue Shares of the Funds in connection with (i)
the payment or reinvestment of dividends or distributions; (ii) any merger or
consolidation of the Trust or of the Funds with any other investment company or
trust or any personal holding company, or the acquisition of the assets of any
<PAGE>
such entity or another Fund of the Trust; or (iii) any offer of exchange
permitted by Section 11 of the 1940 Act.
(b) Distributor hereby accepts such appointment as exclusive agent for the
distribution of Class B Shares of the Funds and agrees that it will sell the
Shares as agent for the Trust at prices determined as hereinafter provided and
on the terms hereinafter set forth, all according to the then-current
prospectus and statement of additional information of each Fund (collectively,
the "Prospectus" and the "Statement of Additional Information"), applicable
laws, rules and regulations and the Declaration of Trust of the Trust.
Distributor agrees to use its best efforts to solicit orders for the sale of
Shares of the Funds, and agrees to transmit promptly to the Trust (or to the
transfer agent of the Funds, if so instructed in writing by the Trust) any
orders received by it for purchase or redemption of Shares.
(c) Distributor may sell Shares of the Funds to or through qualified
securities dealers, financial institutions or others. Distributor will require
each dealer or other such party to conform to the provisions of this Agreement,
the Prospectus, the Statement of Additional Information and applicable law; and
neither Distributor nor any such dealers or others shall withhold the placing
of purchase orders for Shares so as to make a profit thereby.
(d) Distributor shall order Shares of the Funds from the Trust only to the
extent that it shall have received unconditional purchase orders therefor.
Distributor will not make, or authorize any dealers or others to make: (i) any
short sales of Shares; or (ii) any sales of Shares to any Trustee or officer of
the Trust, any officer or director of Distributor or any corporation or
association furnishing investment advisory, managerial or supervisory services
to the Trust, or to any such corporation or association, unless such sales are
made in accordance with the Prospectus and the Statement of Additional
Information.
(e) Distributor is not authorized by the Trust to give any information or
make any representations regarding Shares of the Funds, except such information
or representations as are contained in the Prospectus, the Statement of
Additional Information or advertisements and sales literature prepared by or on
behalf of the Trust for Distributor's use.
(f) The Trust agrees to execute any and all documents, to furnish any and
all information and otherwise to take all actions which may be reasonably
necessary in the discretion of the Trust's officers in connection with the
<PAGE>
qualification of Shares of each Fund for sale in such states as Distributor and
the Trust agree.
(g) No Shares of any Fund shall be offered by either Distributor or the
Trust under this Agreement, and no orders for the purchase or sale of such
Shares hereunder shall be accepted by the Trust, if and so long as the
effectiveness of the Trust's then current registration statement as to Shares
of that Fund or any necessary amendments thereto shall be suspended under any
of the provisions of the 1933 Act, or if and so long as a current prospectus
for Shares of that Fund as required by Section 10 of the 1933 Act is not on
file with the Securities and Exchange Commission; provided, however, that
nothing contained in this paragraph (g) shall in any way restrict the Trust's
obligation to repurchase any Shares from any shareholder in accordance with the
provisions of the applicable Fund's Prospectus or charter documents.
(h) Notwithstanding any provision hereof, the Trust may terminate, suspend
or withdraw the offering of Shares of any Fund whenever, in its sole
discretion, it deems such action to be desirable.
2. Offering Price of Shares. All Fund Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the time of
the sale, as described in the Prospectus. The public offering price of the
Class B Shares of each Fund shall be the net asset value of such Shares, as
provided in the Prospectus. The excess, if any, of the public offering price
over the net asset value of the Shares sold by Distributor as agent, and any
contingent deferred sales charge applicable to Class B Shares of any Fund as
set forth in the applicable Fund's Prospectus, shall be retained by Distributor
as a commission for its services hereunder. Out of such commission Distributor
may pay commissions, concessions or agency fees to dealers or other financial
institutions, including banks, and may pay them to others in its discretion in
such amounts as Distributor shall determine from time to time. Except as may be
otherwise determined by Distributor from time to time, such commissions,
concessions or agency fees shall be uniform to all dealers and other financial
institutions. At no time shall the Trust receive less than the full net asset
value of the Shares of each Fund, determined in the manner set forth in the
Prospectus and the Statement of Additional Information. Distributor also may
receive such compensation under the Trust's Service Plan for Class B Shares as
may be authorized by the Trustees of the Trust from time to time.
<PAGE>
3. Furnishing of Information.
(a) The Trust shall furnish to Distributor copies of any information,
financial statements and other documents that Distributor may reasonably
request for use in connection with the sale of Shares of the Funds under this
Agreement. The Trust shall also make available a sufficient number of copies of
the Funds' Prospectus and Statement of Additional Information for use by the
Distributor.
(b) The Trust agrees to advise Distributor immediately in writing:
(i) of any request by the Securities and Exchange Commission for
amendments to any registration statement concerning a Fund or to a
Prospectus or for additional information;
(ii) in the event of the issuance by the Securities and Exchange
Commission of any stop order suspending the effectiveness of any such
registration statement or Prospectus or the initiation of any proceeding
for that purpose;
(iii) of the happening of any event which makes untrue any
statement of a material fact made in any such registration statement or
Prospectus or which requires the making of a change in such registration
statement or Prospectus in order to make the statements therein not
misleading; and
(iv) of all actions of the Securities and Exchange Commission with
respect to any amendments to any such registration statement or Prospectus
which may from time to time be filed with the Securities and Exchange
Commission.
4. Expenses.
(a) The Trust will pay or cause to be paid the following expenses:
organization costs of the Funds; compensation of Trustees who are not
"affiliated persons" of the Distributor; governmental fees; interest charges;
loan commitment fees; taxes; membership dues in industry associations allocable
to the Trust; fees and expenses of independent auditors, legal counsel and any
transfer agent, distributor, shareholder servicing agent, registrar or dividend
disbursing agent of the Trust; expenses of issuing and redeeming shares of
beneficial interest and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
<PAGE>
governmental officers and commissions and to existing shareholders of the
Funds; expenses connected with the execution, recording and settlement of
security transactions; insurance premiums; fees and expenses of the custodian
for all services to the Funds, including safekeeping of funds and securities
and maintaining required books and accounts; expenses of calculating the net
asset value of the Funds (including but not limited to the fees of independent
pricing services); expenses of meetings of shareholders; expenses relating to
the issuance, registration and qualification of shares; and such non-recurring
or extraordinary expenses as may arise, including those relating to actions,
suits or proceedings to which the Trust may be a party and the legal obligation
which the Trust may have to indemnify its Trustees and officers with respect
thereto.
(b) Except as otherwise provided in this Agreement and except to the
extent such expenses are borne by the Trust pursuant to the Service Plan,
Distributor will pay or cause to be paid all expenses connected with its own
qualification as a dealer under state and federal laws and all other expenses
incurred by Distributor in connection with the sale of Shares of each Fund as
contemplated by this Agreement.
(c) Distributor shall prepare and deliver reports to the Trustees of the
Trust on a regular basis, at least quarterly, showing the expenditures with
respect to each Fund pursuant to the Service Plan and the purposes therefor, as
well as any supplemental reports that the Trustees of the Trust, from time to
time, may reasonably request.
5. Repurchase of Shares. Distributor as agent and for the account of the
Trust may repurchase Shares of the Funds offered for resale to it and redeem
such Shares at their net asset value.
6. Indemnification by the Trust. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify
Distributor, its officers and directors, and any person which controls
Distributor within the meaning of the 1933 Act against any and all claims,
demands, liabilities and expenses that any such indemnified party may incur
under the 1933 Act, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in the registration
statement for any Fund, any Prospectus or Statement of Additional Information,
or any advertisements or sales literature prepared by or on behalf of the Trust
for Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, unless such
<PAGE>
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor. Nothing herein contained shall require the Trust to take any
action contrary to any provision of its Declaration of Trust or any applicable
statute or regulation.
7. Indemnification by Distributor. Distributor agrees to indemnify the
Trust, its officers and Trustees and any person which controls the Trust within
the meaning of the 1933 Act against any and all claims, demands, liabilities
and expenses that any such indemnified party may incur under the 1933 Act, or
common law or otherwise, arising out of or based upon (i) any alleged untrue
statement of a material fact contained in the registration statement for any
Fund, any Prospectus or Statement of Additional Information, or any
advertisements or sales literature prepared by or on behalf of the Trust for
Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, if such
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor; and (ii) any act or deed of Distributor or its sales
representatives that has not been authorized by the Trust in any Prospectus or
Statement of Additional Information or by this Agreement.
8. Term and Termination.
(a) Unless terminated as herein provided, this Agreement shall continue in
effect as to each Fund until November __, 1999 and shall continue in effect for
successive periods of one year thereafter, but only so long as each such
continuance is specifically approved by votes of a majority of both the
Trustees of the Trust and the Trustees of the Trust who are not parties to this
Agreement or interested persons (as defined in the 1940 Act) of any such party
and who have no direct or indirect financial interest in this Agreement or in
the operation of the Service Plan or in any agreement related thereto
("Independent Trustees"), cast in person at a meeting called for the purpose of
voting on such approval.
(b) This Agreement may be terminated as to any Fund on not less than
thirty days' nor more than sixty days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
<PAGE>
9. Limitation of Liability. The obligations of the Trust hereunder
shall not be binding upon any of the Trustees, officers or shareholders of the
Trust personally, but shall bind only the assets and property of the particular
Fund or Funds in question, and not any other Fund or series of the Trust. The
term "CitiFunds Tax Free Income Trust" means and refers to the Trustees from
time to time serving under the Declaration of Trust of the Trust, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts. The
execution and delivery of this Agreement has been authorized by the Trustees,
and this Agreement has been signed on behalf of the Trust by an authorized
officer of the Trust, acting as such and not individually, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets and
property of the Trust as provided in the Declaration of Trust.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
provisions of the 1940 Act.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
CitiFunds Tax Free Income Trust
By:_______________________________
CFBDS, Inc.
By:_______________________________
<PAGE>
Exhibit A
Funds
CitiFunds National Tax Free Income Portfolio
CitiFunds New York Tax Free Income Portfolio
CitiFunds California Tax Free Income Portfolio
Exhibit 6(c)
CitiFunds Tax Free Income Trust
21 Milk Street, 5th Floor
Boston, Massachusetts 02109
___________ __, 199_
CFBDS, Inc.
21 Milk Street, 5th Floor
Boston, Massachusetts 02109
Re: CitiFunds Tax Free Income Trust - Distribution Agreement
Ladies and Gentlemen:
This letter serves as notice that the Distribution Agreement, amended and
restated as of December 31, 1997 (the "Agreement"), between the Trust and
CFBDS, Inc. is further amended as follows:
The first paragraph of the Agreement is amended to read as follows:
DISTRIBUTION AGREEMENT , dated as of June 24, 1986, amended and
restated as of December 31, 1997, and as further amended on _______ __,
199_, by and between CitiFunds Tax Free Income Trust (formerly, Landmark
Tax Free Income Funds), a Massachusetts trust (the "Trust"), and CFBDS,
Inc., a Massachusetts corporation ("Distributor"). The Agreement relates
solely to Shares of Beneficial Interest designated "Class A."
The fourth paragraph of the Agreement is amended to read as follows:
WHEREAS, the Trust wishes to retain the services of a distributor for
Class A Shares of each of the Trust's series listed on Exhibit A hereto
(the "Funds") and has registered the Shares of the Funds under the
Securities Act of 1933, as amended (the "1933 Act");
<PAGE>
The sixth paragraph of the Agreement is amended to read as follows:
WHEREAS, Distributor has agreed to act as distributor of the Class A
Shares of the Funds for the period of this Agreement;
Paragraph 1(a) of the Agreement is amended to read as follows:
(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of Class A Shares of the Funds in jurisdictions wherein such
Shares may be legally offered for sale; provided, however, that the Trust
in its absolute discretion may issue Shares of the Funds in connection
with (i) the payment or reinvestment of dividends or distributions; (ii)
any merger or consolidation of the Trust or of the Funds with any other
investment company or trust or any personal holding company, or the
acquisition of the assets of any such entity or another Fund of the Trust;
or (iii) any offer of exchange permitted by Section 11 of the 1940 Act.
Paragraph 1(b) of the Agreement is amended to read as follows:
(b) Distributor hereby accepts such appointment as exclusive agent
for the distribution of Class A Shares of the Funds and agrees that it
will sell the Shares as agent for the Trust at prices determined as
hereinafter provided and on the terms hereinafter set forth, all according
to the then-current prospectus and statement of additional information of
each Fund (collectively, the "Prospectus" and the "Statement of Additional
Information"), applicable laws, rules and regulations and the Declaration
of Trust of the Trust. Distributor agrees to use its best efforts to
solicit orders for the sale of Shares of the Funds, and agrees to transmit
promptly to the Trust (or to the transfer agent of the Funds, if so
instructed in writing by the Trust) any orders received by it for purchase
or redemption of Shares.
Paragraph 2 of the Agreement is amended to read as follows:
2. Offering Price of Shares. All Fund Shares sold under this
Agreement shall be sold at the public offering price per Share in effect
at the time of the sale, as described in the Prospectus. The public
offering price of the Class A Shares of each Fund shall be the net asset
value of such Shares plus the amount of any applicable sales charge, as
provided in the Prospectus. The excess, if any, of the public offering
price over the net asset value of the Shares sold by Distributor as agent,
<PAGE>
and any contingent deferred sales charge applicable to Class A Shares of
any Fund as set forth in the applicable Fund's Prospectus, shall be
retained by Distributor as a commission for its services hereunder. Out of
such commission Distributor may pay commissions, concessions or agency
fees to dealers or other financial institutions, including banks, and may
pay them to others in its discretion in such amounts as Distributor shall
determine from time to time. Except as may be otherwise determined by
Distributor from time to time, such commissions, concessions or agency
fees shall be uniform to all dealers and other financial institutions. At
no time shall the Trust receive less than the full net asset value of the
Shares of each Fund, determined in the manner set forth in the Prospectus
and the Statement of Additional Information. Distributor also may receive
such compensation under the Trust's Service Plan for Class A Shares as may
be authorized by the Trustees of the Trust from time to time.
The second sentence of paragraph 9 is amended to read as follows:
The term "CitiFunds Tax Free Income Trust" means and refers to the
Trustees from time to time serving under the Declaration of Trust of the
Trust, a copy of which is on file with the Secretary of the Commonwealth
of Massachusetts.
Exhibit A of the Agreement is amended to read as follows:
Funds
CitiFunds National Tax Free Income Portfolio
CitiFunds New York Tax Free Income Portfolio
CitiFunds California Tax Free Income Portfolio
<PAGE>
Please sign below to acknowledge your receipt of this notice.
CITIFUNDS TAX FREE INCOME TRUST
By: ___________________________
Title: ________________________
Acknowledgment:
CFBDS, INC.
By: ___________________________
Title: ________________________
Exhibit 6(d)
CitiFunds Tax Free Income Trust
21 Milk Street, 5th Floor
Boston, Massachusetts 02109
September 14, 1998
CFBDS, Inc.
21 Milk Street, 5th Floor
Boston, Massachusetts 02109
Re: CitiFunds Tax Free Income Trust - Distribution Agreement
Ladies and Gentlemen:
This letter serves as notice that CitiFunds California Tax Free Income
Portfolio (the "Fund") is hereby added to the list of series of the above-named
Trust to which CFBDS, Inc. ("CFBDS") renders services as distributor pursuant
to the terms of the Distribution Agreement dated as of December 31, 1997 (the
"Agreement") between the Trust and CFBDS.
Please sign below to acknowledge your receipt of this notice adding the
Fund as a beneficiary under the Agreement.
CITIFUNDS TAX FREE INCOME TRUST
By: Philip W. Coolidge
Title: President
Acknowledgment:
CFBDS, INC.
By: Philip W. Coolidge
Title: C.E.O.
Exhibit 8(b)
CitiFunds Tax Free Income Trust
21 Milk Street, 5th Floor
Boston, Massachusetts 02109
September 14, 1998
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Re: CitiFunds Tax Free Income Trust - Custodian Contract
Ladies and Gentlemen:
Pursuant to Section 12 of the Custodian Contract dated as of June 24,
1986 (the "Contract"), between CitiFunds Tax Free Income Trust (the "Trust")
and State Street Bank and Trust Company (the "Custodian"), we hereby request
that CitiFunds California Tax Free Income Portfolio (the "Fund") be added to
the list of series of the Trust to which the Custodian renders services as
custodian under the terms of the Contract.
Please sign below to evidence your agreement to render such services as
custodian on behalf of the Fund as a beneficiary under the Contract.
CITIFUNDS TAX FREE INCOME TRUST
By: Philip W. Coolidge
Title: President
Agreed:
STATE STREET BANK AND TRUST COMPANY
By: Ronald E. Logue
Title: Executive Vice President
Exhibit 9(a)
SUB-ADMINISTRATIVE SERVICES AGREEMENT
SUB-ADMINISTRATIVE SERVICES AGREEMENT, dated as of December 31, 1997, by
and between CFBDS, INC., a Massachusetts corporation (the "Sub-Administrator"),
and CITIBANK, N.A., a national banking association ("Citibank").
W I T N E S S E T H :
WHEREAS, Citibank has been retained by certain registered open-end
management investment companies under the Investment Company Act of 1940, as
amended (the "1940 Act"), as listed on Schedule A hereto (each individually a
"Trust" and collectively the "Trusts"), to provide administrative services to
its investment portfolios, as listed on Schedule A hereto (each individually a
"Fund" and collectively the "Funds"), pursuant to separate Management
Agreements (each a "Management Agreement"), and
WHEREAS, as permitted by Section 1 of each Management Agreement, Citibank
desires to subcontract some or all of the performance of its obligations
thereunder to Sub-Administrator, and Sub-Administrator desires to accept such
obligations; and
WHEREAS, Citibank wishes to engage Sub-Administrator to provide certain
administrative services on the terms and conditions hereinafter set forth, so
long as Citibank shall have found Sub-Administrator to be qualified to perform
the obligations sought to be subcontracted.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties as Sub-Administrator. Subject to the supervision and direction
of Citibank, Sub-Administrator will assist in supervising various aspects of
each Trust's administrative operations and undertakes to perform the following
specific services, from and after the effective date of this Agreement:
(a) To the extent requested by Citibank, furnish Trust secretarial
services;
<PAGE>
(b) To the extent requested by Citibank, furnish Trust treasury services,
including the review of financial data, tax and other regulatory
filings and audit requests;
(c) To the extent requested by Citibank, provide the services of certain
persons who may be appointed as officers or Trustees of the Trust by
the Trust's Board;
(d) To the extent requested by Citibank, participate in the preparation
of documents required for compliance by the Trust with applicable
laws and regulations, including registration statements,
prospectuses, semi-annual and annual reports to shareholders and
proxy statements;
(e) To the extent requested by Citibank, prepare agendas and supporting
documents for and minutes of meetings of the Trustees, Committees of
Trustees and shareholders;
(f) Maintain books and records of the Trust;
(g) To the extent requested by Citibank, provide advice and counsel to
the Trust with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect the Trust
and assisting the Trust in routine regulatory examinations or
investigations of the Trust, and working closely with outside counsel
to the Trust in connection with litigation in which the Trust is
involved;
(h) To the extent requested by Citibank, generally assist in all aspects
of Trust's operations and provide general consulting services on a
day to day, as needed basis;
(i) In connection with the foregoing activities, maintain office
facilities (which may be in the offices of Sub-Administrator or its
corporate affiliate); and
(j) In connection with the foregoing activities, furnishing clerical
services, and internal executive and administrative services,
stationery and office supplies.
Notwithstanding the foregoing, Sub-Administrator under this Agreement
shall not be deemed to have assumed any duties with respect to, and shall not
be responsible for, the management of a Trust, or the distribution of
<PAGE>
beneficial interests in a Trust, nor shall Sub-Administrator be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent or custodian of a Trust.
In performing all services under this Agreement, Sub-Administrative shall
(a) act in conformity with the Trust's charter documents and bylaws, the 1940
Act and other applicable laws, as the same may be amended from time to time,
(b) consult and coordinate with legal counsel for the Trust, as necessary or
appropriate, and (c) advise and report to the Trust and its legal counsel, as
necessary or appropriate, with respect to any material compliance or other
matters that come to its attention.
In performing its services under this Agreement, Sub-Administrator shall
cooperate and coordinate with Citibank as necessary and appropriate and shall
provide such information as its reasonably necessary or appropriate for
Citibank to perform its obligations to the Trust. Sub-Administrator shall
perform its obligations under this Agreement in a conscientious and diligent
manner consistent with prevailing industry standards.
2. Compensation of Sub-Administrator. For the services to be rendered and
the facilities to be provided by Sub-Administrator hereunder, Sub-Administrator
shall be paid an administrative fee as may from time to time be agreed to
between Citibank and Sub-Administrator.
3. Additional Terms and Conditions. The parties may amend this agreement
and include such other terms and conditions as may from time to time be agreed
to by both Citibank and Sub-Administrator.
4. Termination. This Agreement may be terminated by Citibank at any time,
in its entirety or as to one or more Funds, with or without cause. This
Agreement may be terminated by the Sub-Administrator, in its entirety or as to
one or more Funds, with or without cause, provided that Sub-Administrator has
notified Citibank of such termination in writing at least 90 days prior to the
effective date hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
CFBDS, INC. CITIBANK, N.A.
By: Philip Coolidge By: Andrew Shoup
Title: President Title: Vice President
<PAGE>
Schedule A
to Sub-Administrative Services Agreement
Between
CFBDS, Inc.
and
Citibank, N.A.
Trust Series
Landmark Fixed Income Funds Landmark Intermediate Income
Fund
Landmark Tax Free Income Funds Landmark National Tax Free
Income Fund
Landmark New York Tax Free
Income Fund
Exhibit 9(b)
Citibank, N.A.
425 Park Avenue, 22nd Floor
New York, New York 10043
September 14, 1998
CFBDS, Inc.
21 Milk Street, 5th Floor
Boston, Massachusetts 02109
Re: CitiFunds Tax Free Income Trust - Sub-Administrative Services
Agreement
Ladies and Gentlemen:
This letter serves as notice that CitiFunds California Tax Free Income
Portfolio (the "Fund") is hereby added to the list of series of the above-named
Trust to which CFBDS, Inc. ("CFBDS") renders services as sub-administrator
pursuant to the terms of the Sub-Administrative Services Agreement dated as of
December 31, 1997 (the "Agreement") between Citibank, N.A. and CFBDS.
Please sign below to acknowledge your receipt of this notice adding the
Fund as a beneficiary under the Agreement.
CITIBANK, N.A.
By: Robert P. Wallace
Title: Vice President
Acknowledgment:
CFBDS, INC.
By: Philip W. Coolidge
Title: C.E.O.
Exhibit 9(d)
CitiFunds Tax Free Income Trust
21 Milk Street, 5th Floor
Boston, Massachusetts 02109
September 14, 1998
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Re: CitiFunds Tax Free Income Trust - Transfer Agency and Service
Agreement
Ladies and Gentlemen:
This letter serves as notice that CitiFunds California Tax Free Income
Portfolio (the "Fund") is added to the list of series of CitiFunds Tax Free
Income Trust (the "Trust") to which State Street Bank and Trust Company ("State
Street") renders services as transfer agent pursuant to the terms of the
Transfer Agency and Service Agreement dated as of September 8, 1986 (the
"Agreement") between the Trust and State Street.
Please sign below to acknowledge your receipt of this notice adding the
Fund as a beneficiary under the Agreement.
CITIFUNDS TAX FREE INCOME TRUST
By: Philip W. Coolidge
Title: President
Acknowledgment:
STATE STREET BANK AND TRUST COMPANY
By: Ronald E. Logue
Title: Executive Vice President
Exhibit 15(a)
SERVICE PLAN
SERVICE PLAN of Landmark Tax Free Income Funds, a Massachusetts business
trust (the "Trust"), with respect to shares of beneficial interest ("Shares")
of its series Landmark National Tax Free Income Fund, Landmark New York Tax
Free Income Fund, and any other series of the Trust adopting this plan (the
"Series").
WHEREAS, the Trust engages in business as an openend management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Trust's shares of beneficial interest are divided into
separate series representing interests in separate funds of securities and
other assets;
WHEREAS, the Trust intends to distribute Shares in accordance with Rule
12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of
distribution pursuant to Rule 12b-1;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are
not interested persons of the Trust (as defined in the 1940 Act) and who have
no direct or indirect financial interest in the operation of this Plan or in
any agreement relating hereto (the "NonInterested Trustees"), having
determined, in the exercise of reasonable business judgment and in light of
their fiduciary duties under state law and under Section 36(a) and (b) of the
1940 Act, that there is a reasonable likelihood that this Plan will benefit the
Trust and the shareholders of the Series, have approved this Plan by votes cast
at a meeting called for the purpose of voting hereon and on any agreements
related hereto;
NOW, THEREFORE, the Trust hereby adopts this Plan as a plan of
distribution in accordance with Rule 12b-1 under the 1940 Act, with the terms
of the Plan being as follows:
1. Distribution and Servicing Activities. Subject to the supervision of
the Trustees of the Trust, the Trust may:
(a) engage, directly or indirectly, in any activities primarily
intended to result in the sale of Shares of the Series, which activities
may include, but are not limited to (i) payments to the Trust's
Distributor for distribution services, (ii) payments to securities
<PAGE>
dealers, financial institutions (which may include banks) and others in
respect of the sale of Shares of the Series, (iii) payments for
advertising, marketing or other promotional activity, and (iv) payments
for preparation, printing, and distribution of prospectuses and statements
of additional information and reports of the Trust for recipients other
than regulators and existing shareholders of the Trust; and
(b) make payments, directly or indirectly, to the Trust's
Distributor, securities dealers, financial institutions (which may include
banks) and others for providing personal service and/or the maintenance of
shareholder accounts.
The Trust is authorized to engage in the activities listed above either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.
2. Maximum Expenditures. The expenditures to be made by the Trust pursuant
to this Plan shall be determined by the Trustees of the Trust, but in no event
may such expenditures exceed an amount calculated at the rate of 0.25% per
annum of the average daily net assets of each Series attributable to Shares of
that Series. Payments pursuant to this Plan may be made directly by the Trust
or to other persons with which the Trust has entered into agreements related to
this Plan. For purposes of determining the fees payable under this Plan, the
value of each Series' average daily net assets attributable to Shares shall be
computed in the manner specified in the applicable Series' then-current
prospectus and statement of additional information.
3. Trust's Expenses. The Trust shall pay all expenses of its operations,
including the following, and such expenses shall not constitute expenditures
under this Plan: organization costs of each series; compensation of Trustees;
governmental fees; interest charges; loan commitment fees; taxes; membership
dues in industry associations allocable to the Trust; fees and expenses of
independent auditors, legal counsel and any transfer agent, distributor,
shareholder servicing agent, registrar or dividend disbursing agent of the
Trust; expenses of issuing and redeeming shares of beneficial interest and
servicing shareholder accounts; expenses of preparing, typesetting, printing
and mailing prospectuses, statements of additional information, shareholder
reports, notices, proxy statements and reports to governmental officers and
commissions and to existing shareholders of the Series; expenses connected with
the execution, recording and settlement of security transactions; insurance
premiums; fees and expenses of the custodian for all services to the Series,
including safekeeping of funds and securities and maintaining required books
and accounts; expenses of calculating the net asset value of the Series
<PAGE>
(including but not limited to the fees of independent pricing services);
expenses of meetings of shareholders; expenses relating to the issuance,
registration and qualification of shares; and such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust may be a party and the legal obligation which
the Trust may have to indemnify its Trustees and officers with respect thereto.
4. Term and Termination. (a) This Plan shall become effective as to a
Series on October 24, 1997, provided that the following have occurred: (i)
approval by a vote of at least a majority of the outstanding voting securities
(as defined in the 1940 Act) of Shares of the particular Series, and (ii)
approval by a majority of the Trustees of the Trust and a majority of the
Non-Interested Trustees cast in person at a meeting called for the purpose of
voting on this Plan. Unless terminated as herein provided, this Plan shall
continue until August 8, 1998, and shall continue in effect for successive
periods of one year thereafter, but only so long as each such continuance is
specifically approved by votes of a majority of both the Trustees of the Trust
and the Non-Interested Trustees, cast in person at a meeting called for the
purpose of voting on such approval.
(b) This Plan may be terminated at any time with respect to any Series by
a vote of a majority of the NonInterested Trustees or by a vote of a majority
of the outstanding voting securities, as defined in the 1940 Act, of Shares of
the applicable Series.
5. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities, as
defined in the 1940 Act, of Shares of the applicable Series, and no material
amendment to this Plan shall be made unless approved in the manner provided for
annual renewal of this Plan in Section 4(a) hereof.
6. Selection and Nomination of Trustees. While this Plan is in effect, the
selection and nomination of the Non-Interested Trustees of the Trust shall be
committed to the discretion of such Non-Interested Trustees.
7. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
<PAGE>
8. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 7 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
9. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
provisions of the 1940 Act.
Exhibit 15(b)
FORM OF SERVICE PLAN
SERVICE PLAN of CitiFunds Tax Free Income Trust (formerly, Landmark Tax
Free Income Funds), a Massachusetts business trust (the "Trust"), with respect
to shares of beneficial interest of its series CitiFunds National Tax Free
Income Portfolio, CitiFunds New York Tax Free Income Portfolio, CitiFunds
California Tax Free Income Portfolio, and any other series of the Trust
adopting this plan (the "Series"). This Plan relates solely to Class B shares
of beneficial interest ("Shares") of each Series.
WHEREAS, the Trust engages in business as an openend management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Trust's shares of beneficial interest are divided into
separate series representing interests in separate funds of securities and
other assets;
WHEREAS, the Trust intends to distribute Shares in accordance with Rule
12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of
distribution pursuant to Rule 12b-1;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are
not interested persons of the Trust (as defined in the 1940 Act) and who have
no direct or indirect financial interest in the operation of this Plan or in
any agreement relating hereto (the "NonInterested Trustees"), having
determined, in the exercise of reasonable business judgment and in light of
their fiduciary duties under state law and under Section 36(a) and (b) of the
1940 Act, that there is a reasonable likelihood that this Plan will benefit the
Trust and the shareholders of the Series, have approved this Plan by votes cast
at a meeting called for the purpose of voting hereon and on any agreements
related hereto;
WHEREAS, the Trust recognizes and agrees that CFBDS, Inc. (the
"Distributor") may impose certain deferred sales charges in connection with the
repurchase of Shares by each Series and the Distributor may retain (or receive
from such Series, as the case may be) all such deferred sales charges;
<PAGE>
NOW, THEREFORE, the Trust hereby adopts this Plan as a plan of
distribution in accordance with Rule 12b-1 under the 1940 Act, with the terms
of the Plan being as follows:
1. Distribution and Servicing Activities. Subject to the supervision of
the Trustees of the Trust, the Trust may:
(a) engage, directly or indirectly, in any activities primarily
intended to result in the sale of Shares of the Series, which activities
may include, but are not limited to (i) payments to the Trust's
Distributor for distribution services, (ii) payments to securities
dealers, financial institutions (which may include banks) and others in
respect of the sale of Shares of the Series, (iii) payments for
advertising, marketing or other promotional activity, and (iv) payments
for preparation, printing, and distribution of prospectuses and statements
of additional information and reports of the Trust for recipients other
than regulators and existing shareholders of the Trust; and
(b) make payments, directly or indirectly, to the Trust's
Distributor, securities dealers, financial institutions (which may include
banks) and others for providing personal service and/or the maintenance of
shareholder accounts.
The Trust is authorized to engage in the activities listed above either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.
2. Deferred Sales Charges. It is understood that, under certain
circumstances, the Distributor may impose certain deferred sales charges in
connection with the repurchase of Shares of each Series and the Distributor may
retain (or receive from each Series, as the case may be) all such deferred
sales charges.
3. Maximum Expenditures. As consideration, in addition to that provided
for in paragraph 2 above, for all services performed and expenses incurred in
connection with the distribution of Shares, the Trust may pay from the assets
of each Series periodically a distribution fee at an annual rate not to exceed
0.65% of the average daily net assets of such Series for its then-current
fiscal year attributable to the Shares of that Series in anticipation of, or as
reimbursement for, expenses incurred in connection with the sale of Shares of
that Fund. As consideration for personal services and/or account maintenance
services performed, each Series may pay periodically a service fee at the rate
of 0.25% per annum of the average daily net assets of each Series attributable
<PAGE>
to Shares of that Series. Payments pursuant to this Plan may be made directly
by the Trust to the Distributor or to other persons with which the Trust has
entered into agreements related to this Plan. For purposes of determining the
fees payable under this Plan, the value of each Series' average daily net
assets attributable to Shares shall be computed in the manner specified in the
applicable Series' then-current prospectus and statement of additional
information.
4. Trust's Expenses. The Trust shall pay all expenses of its operations,
including the following, and such expenses shall not constitute expenditures
under this Plan: organization costs of each series; compensation of Trustees;
governmental fees; interest charges; loan commitment fees; taxes; membership
dues in industry associations allocable to the Trust; fees and expenses of
independent auditors, legal counsel and any transfer agent, distributor,
shareholder servicing agent, registrar or dividend disbursing agent of the
Trust; expenses of issuing and redeeming shares of beneficial interest and
servicing shareholder accounts; expenses of preparing, typesetting, printing
and mailing prospectuses, statements of additional information, shareholder
reports, notices, proxy statements and reports to governmental officers and
commissions and to existing shareholders of the Series; expenses connected with
the execution, recording and settlement of security transactions; insurance
premiums; fees and expenses of the custodian for all services to the Series,
including safekeeping of funds and securities and maintaining required books
and accounts; expenses of calculating the net asset value of the Series
(including but not limited to the fees of independent pricing services);
expenses of meetings of shareholders; expenses relating to the issuance,
registration and qualification of shares; and such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust may be a party and the legal obligation which
the Trust may have to indemnify its Trustees and officers with respect thereto.
5. Term and Termination. (a) This Plan shall become effective as to a
Series upon (i) approval by a vote of at least a majority of the outstanding
voting securities (as defined in the 1940 Act) of Shares of the particular
Series, and (ii) approval by a majority of the Trustees of the Trust and a
majority of the Non-Interested Trustees cast in person at a meeting called for
the purpose of voting on this Plan. Unless terminated as herein provided, this
Plan shall continue in effect for one year from the date hereof and shall
continue in effect for successive periods of one year thereafter, but only so
long as each such continuance is specifically approved by votes of a majority
<PAGE>
of both the Trustees of the Trust and the Non-Interested Trustees, cast in
person at a meeting called for the purpose of voting on such approval.
(b) This Plan may be terminated at any time with respect to any Series by
a vote of a majority of the NonInterested Trustees or by a vote of a majority
of the outstanding voting securities, as defined in the 1940 Act, of Shares of
the applicable Series.
6. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities, as
defined in the 1940 Act, of Shares of the applicable Series, and no material
amendment to this Plan shall be made unless approved in the manner provided for
annual renewal of this Plan in Section 4(a) hereof.
7. Selection and Nomination of Trustees. While this Plan is in effect, the
selection and nomination of the Non-Interested Trustees of the Trust shall be
committed to the discretion of such Non-Interested Trustees.
8. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
9. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 7 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
10. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
provisions of the 1940 Act.
Exhibit 15(c)
CITIFUNDS TAX FREE INCOME TRUST
FORM OF AMENDMENT TO SERVICE PLAN
Pursuant to Section 5 of the Service Plan (the "Plan") of CitiFunds Tax
Free Income Trust (formerly, Landmark Tax Free Income Funds) (the "Trust"),
adopted on August 8, 1997, and as approved by a majority of the Trustees of the
Trust and the Non-Interested Trustees of the Trust (as defined in the Plan) at
a meeting held on November __, 1998 the Plan is hereby amended as follows:
The first paragraph of the Plan is hereby amended to read as follows:
SERVICE PLAN of CitiFunds Tax Free Income Trust (formerly, Landmark
Tax Free Income Funds), a Massachusetts business trust (the "Trust"), with
respect to shares of beneficial interest of its series CitiFunds National
Tax Free Income Portfolio, CitiFunds New York Tax Free Income Portfolio,
CitiFunds California Tax Free Income Portfolio, and any other series of
the Trust adopting this plan (the "Series"). This Plan relates solely to
Class A shares of beneficial interest ("Shares") of each Series.
The following clause is added after the fifth paragraph of the Plan:
WHEREAS, the Distribution Agreement with CFBDS, Inc. (the
"Distributor") provides that a sales charge may be paid by investors who
purchase Shares and that the Distributor, broker-dealers, banks and other
financial intermediaries may receive such sales charge as partial
compensation for their services in connection with the sale of Shares;
The following is added as paragraph 1.5 of the Plan:
1.1. Deferred Sales Charges. It is understood that, under certain
circumstances, the Distributor may impose certain deferred sales charges
in connection with the repurchase of Shares of each Series and the
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Distributor may retain (or receive from each Series, as the case may be)
all such deferred sales charges.
IN WITNESS WHEREOF, pursuant to authority delegated by the Board of
Trustees of the Trust, the undersigned has executed this Amendment to the
Service Plan this this ___ day of _______, 199_.
________________________________
Philip W. Coolidge
President,
CitiFunds Tax Free Income Trust
Exhibit 18
CITIFUNDS TAX FREE INCOME TRUST
FORM OF MULTIPLE CLASS PLAN
MULTIPLE CLASS PLAN, dated as of _______ __, 199_, of CitiFunds Tax Free
Income Trust, a Massachusetts business trust (the "Trust"), on behalf of its
series CitiFunds National Tax Free Income Portfolio, CitiFunds New York Tax
Free Income Portfolio and CitiFunds California Tax Free Income Portfolio
(collectively, the "Funds").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and
WHEREAS, the shares of beneficial interest (without par value) of the
Trust (the "Shares") are divided into separate series and may be divided into
one or more separate classes;
WHEREAS, the Trust desires to adopt this Multiple Class Plan (the "Plan")
on behalf of the Funds as a plan pursuant to Rule 18f-3 in order that the Funds
may issue multiple classes of Shares;
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information and
considered such pertinent factors as it deemed necessary to an informed
evaluation of this Plan and determination as to whether this Plan should be
adopted and implemented, and has determined that the adoption and
implementation of this Plan, including the expense allocation contemplated
herein, are in the best interests of each class of Shares individually, as well
as the Trust and the Funds;
NOW THEREFORE, the Trust hereby adopts this Plan pursuant to Rule 18f-3
under the 1940 Act, on the following terms and conditions:
1. The Funds may issue Shares in one or more classes (each, a "Class"
and collectively, the "Classes"). Shares so issued will have the
rights and preferences set forth in the Establishment and Designation
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of Classes and the Trust's then current registration statement
relating to the Funds.
2. Shares issued in Classes will be issued subject to and in accordance
with the terms of Rule 18f-3 under the 1940 Act, including, without
limitation:
(a) Each Class shall have a different arrangement for shareholder
services or the distribution of securities or both, and shall
pay all of the expenses of that arrangement;
(b) Each Class may pay a different share of other expenses, not
including advisory or custodial fees or other expenses related
to the management of the Trust's assets, if these expenses are
actually incurred in a different amount by that Class, or if the
Class receives services of a different kind or to a different
degree than other Classes;
(c) Each Class shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its
arrangement;
(d) Each Class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one Class
differ from the interests of any other Class; and
(e) Except as otherwise permitted under Rule 18f-3 under the 1940
Act, each Class shall have the same rights and obligations of
any other Class.
3. 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.
4. This Plan shall become effective as to the Funds upon 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 (the "Qualified
Trustees").
<PAGE>
5. This Plan shall continue in effect indefinitely unless terminated by
a vote of the Board of Trustees of the Trust. This Plan may be
terminated at any time with respect to any of the Funds by a vote of
the Board of Trustees of the Trust.
6. This Plan may be amended at any time by the Board of Trustees of the
Trust, provided that 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.
7. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the
1940 Act.
8. 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.
