As filed with the Securities and Exchange Commission on December 7, 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. 22
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
AMENDMENT NO. 23
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 (b) of Rule 485, or such earlier date on which the
Commission may declare this filing effective.
<PAGE>
The Prospectus dated March 2, 1998, as supplemented September 24, 1998, of
CitiFunds National Tax Free Income Portfolio is incorporated in this
Post-Effective Amendment No. 22 by reference to the Prospectus of CitiFunds
National Tax Free Income Portfolio filed by the Registrant pursuant to Rule
497(c) under the Securities Act of 1933, as amended (File No. 33-5819), with
the Securities and Exchange Commission on March 2, 1998, and to the supplement
to the Prospectus of CitiFunds National Tax Free Income Portfolio filed by the
Registrant pursuant to Rule 497(e) under the Securities Act of 1933, as amended
(File No. 33-5819), with the Securities and Exchange Commission on September
25, 1998.
The Prospectus dated March 2, 1998, as supplemented September 24, 1998, of
CitiFunds New York Tax Free Income Portfolio is incorporated in this
Post-Effective Amendment No. 22 by reference to the Prospectus of CitiFunds New
York Tax Free Income Portfolio filed by the Registrant pursuant to Rule 497(c)
under the Securities Act of 1933, as amended (File No. 33-5819), with the
Securities and Exchange Commission on March 2, 1998, and to the supplement to
the Prospectus of CitiFunds New York Tax Free Income Portfolio filed by the
Registrant pursuant to Rule 497(e) under the Securities Act of 1933, as amended
(File No. 33-5819), with the Securities and Exchange Commission on September
25, 1998.
The Prospectus dated September 14, 1998 of CitiFunds California Tax Free Income
Portfolio is incorporated in this Post-Effective Amendment No. 22 by reference
to the Prospectus of CitiFunds California Tax Free Income Portfolio filed by
the Registrant pursuant to Rule 497(c) under the Securities Act of 1933, as
amended (File No. 33-5819), with the Securities and Exchange Commission on
October 13, 1998.
<PAGE>
The Statement of Additional Information dated March 2, 1998, as supplemented
June 15, 1998, of CitiFunds National Tax Free Income Portfolio is incorporated
in this Post-Effective Amendment No. 22 by reference to the Statement of
Additional Information of CitiFunds National Tax Free Income Portfolio filed by
the Registrant pursuant to Rule 497(c) under the Securities Act of 1933, as
amended (File No. 33-5819), with the Securities and Exchange Commission on
March 2, 1998 and to the supplement to the Statement of Additional Information
of CitiFunds National Tax Free Income Portfolio filed by the Registrant
pursuant to Rule 497(e) under the Securities Act of 1933, as amended (File No.
33-5819), with the Securities and Exchange Commission on June 15, 1998.
The Statement of Additional Information dated March 2, 1998, as supplemented
June 15, 1998, of CitiFunds New York Tax Free Income Portfolio is incorporated
in this Post-Effective Amendment No. 22 by reference to the Statement of
Additional Information of CitiFunds New York Tax Free Income Portfolio filed by
the Registrant pursuant to Rule 497(c) under the Securities Act of 1933, as
amended (File No. 33-5819), with the Securities and Exchange Commission on
March 2, 1998 and to the supplement to the Statement of Additional Information
of CitiFunds New York Tax Free Income Portfolio filed by the Registrant
pursuant to Rule 497(e) under the Securities Act of 1933, as amended (File No.
33-5819), with the Securities and Exchange Commission on June 15, 1998.
The Statement of Additional Information dated September 14, 1998 of CitiFunds
California Tax Free Income Portfolio is incorporated in this Post-Effective
Amendment No. 22 by reference to the Statement of Additional Information of
CitiFunds California Tax Free Income Portfolio filed by the Registrant pursuant
to Rule 497(c) under the Securities Act of 1933, as amended (File No. 33-5819),
with the Securities and Exchange Commission on October 13, 1998.
<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
<PAGE>
Class A shares 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 $156
Assuming no redemption $15 $46 $79 $156
____________________________________________________________________________
CITIFUNDS NEW YORK TAX
FREE INCOME PORTFOLIO
Class A $53 $69 $87 $140
Class B
Assuming redemption at $65 $76 $99 $156
end of period $15 $46 $79 $156
Assuming no redemption
____________________________________________________________________________
CITIFUNDS CALIFORNIA TAX
FREE INCOME PORTFOLIO
Class A $53 $69 N/A N/A
Class B
Assuming redemption at $65 $76 N/A N/A
end 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:
o tax exempt organizations under Section 501(c)(3-13) of the
Internal Revenue Code
o trust accounts for which Citibank, N.A or any subsidiary
or affiliate of Citibank acts as trustee and exercises
discretionary investment management authority
o 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.
o accounts for which Citibank or any subsidiary or affiliate
of Citibank performs investment advisory services or
charges fees for acting as custodian
o 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
o any affiliated person of a Fund, Citibank, CFBDS, Inc. or
any Service Agent
o 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
o 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
<PAGE>
respect to the 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
o 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
o 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
o 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:
o have been in existence for more than six months
o have a purpose other than acquiring Fund shares at a
discount
o satisfy uniform criteria that enable CFBDS to realize
economies of scale in its costs of distributing shares
o have more than ten members
o be available to arrange for group meetings between
representatives of the Funds and the members
o 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
o 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:
o the dollar amount then being purchased, plus
o 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
<PAGE>
redemption of shares if the 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:
o first, of Class B shares representing capital appreciation
o next, of shares representing the reinvestment of dividends
and capital gains distributions
o 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:
o exchanges into certain CitiFunds
o 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
o 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
<PAGE>
o a total or partial redemption resulting from any
distribution following retirement in the case of a
tax-qualified retirement plan
o 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
<PAGE>
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
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
TAX FREE INCOME YORK TAX FREE
PORTFOLIO - INCOME 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
<PAGE>
90 days 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).
(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
10 Opinion and consent of counsel
11 Independent Accountants' consent
** 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
_______________________
* 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.
** Incorporated herein by reference to Post-Effective Amendment No. 21 to the
Registrant's Registration Statement on Form N-1A (File No. 33-5819) as
filed with the Securities and Exchange Commission on October 30, 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 to
Post-Effective Amendment No. 21 to its Registration Statement on Form N-1A; and
(c) the undertaking of the Registrant regarding indemnification set forth in
its Registration Statement on Form N-1A.
<PAGE>
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.
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
<PAGE>
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
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
<PAGE>
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 certifies that it meets all
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and 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 7th day of December, 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 December 7, 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>
EXHIBIT INDEX
Exhibit
No.: Description:
10 Opinion and consent of counsel
11 Independent Accountants' consent
Exhibit 10
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110
December 7, 1998
CitiFunds Tax Free Income Trust
21 Milk Street, 5th Floor
Boston, Massachusetts 02109
Ladies and Gentlemen:
We have acted as counsel to CitiFunds Tax Free Income Trust, a
Massachusetts business trust (the "Trust"), in connection with the Trust's
Registration Statement on Form N-1A and Post-Effective Amendment No. 22 thereto
filed with the Securities and Exchange Commission on December 7, 1998 (as
amended, the "Registration Statement"), with respect to the Class A and Class B
shares (the "Shares") of the separate series of the Trust designated as
CitiFunds New York Tax Free Income Portfolio, CitiFunds National Tax Free
Income Portfolio and CitiFunds California Tax Free Income Portfolio
(collectively, the "Funds").
In connection with this opinion, we have examined the following described
documents:
(a) the Registration Statement;
(b) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;
(c) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments
thereto on file in the office of the Secretary of State; and
(d) a certificate executed by the President of the Trust, certifying as
to, and attaching copies of, the Trust's By-Laws and certain votes of the
Trustees of the Trust authorizing the issuance of the Shares.
<PAGE>
In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
This opinion is based entirely on our review of the documents listed
above. We have made no other review or investigation of any kind whatsoever,
and we have assumed, without independent inquiry, the accuracy of the
information set forth in such documents.
This opinion is limited solely to the laws of the Commonwealth of
Massachusetts (other than the Massachusetts Uniform Securities Act, as to which
we express no opinion) as applied by courts in such Commonwealth to the extent
such laws may apply to or govern the matters covered by this opinion.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that the Shares, when issued and sold in accordance with the
Registration Statement and the Trust's Declaration of Trust and By-laws, will
be legally issued, fully paid and non-assessable, except that, as set forth in
the Registration Statement, shareholders of the Funds may under certain
circumstances be held personally liable for the Trust's obligations.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Bingham Dana LLP
BINGHAM DANA LLP
EXHIBIT 11
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post Effective Amendment
No. 22 to Registration Statement No. 33-5819 of CitiFunds Tax Free Income Trust
of our reports each dated January 30, 1998 appearing in the annual reports to
shareholders for the year ended December 31, 1997 of CitiFunds New York Tax
Free Income Portfolio and CitiFunds National Tax Free Income Portfolio, (each a
separate series of CitiFunds Tax Free Income Trust), and to the references to
us under the headings "Condensed Financial Information" in the Prospectus and
"Independent Accountants and Financial Statements" in the Statement of
Additional Information, both of which are part of such Registration Statement.
Deloitte & Touche LLP
Boston, Massachusetts
December 4, 1998
