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Exhibit a(3)
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 change the name of each series of
Shares (as defined in the Declaration of Trust) of the Trust which were
previously established and designated. No other changes to the special and
relative rights of the existing series are intended by this amendment and
restatement.
1. The series previously designated with the name listed under "Former
Name" below are hereby redesignated with the new name listed under "New Name"
below:
FORMER NAME NEW NAME
CitiFunds California Tax Free Citi California Tax Free
Income Portfolio Income Fund
CitiFunds National Tax Free Citi National Tax Free
Income Portfolio Income Fund
CitiFunds New York Tax Free Citi New York Tax Free
Income Portfolio Income Fund
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,
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.
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IN WITNESS WHEREOF, the undersigned have executed this Establishment
and Designation of Series on separate counterparts this 5th day of
September, 2000.
Elliott J. Berv Philip W. Coolidge
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ELLIOTT J. BERV PHILIP W. COOLIDGE
As Trustee and Not Individually As Trustee and Not Individually
Mark T. Finn Riley C. Gilley
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MARK T. FINN RILEY C. GILLEY
As Trustee and Not Individually As Trustee and Not Individually
Susan B. Kerley
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DIANA R. HARRINGTON SUSAN B. KERLEY
As Trustee and Not Individually As Trustee and Not Individually
Walter E. Robb, III
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C. OSCAR MORONG, JR. WALTER E. ROBB, III
As Trustee and Not Individually As Trustee and Not Individually
E. Kirby Warren
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E. KIRBY WARREN
As Trustee and Not Individually
