Exhibit 5 (d)
CitiFunds Trust III
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___________ __, 199_
CFBDS, Inc.
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Re: CitiFunds Trust III - Distribution Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Distribution Agreement, dated as
of August 27, 1985 and amended and restated as of August 19, 1994 (the
"Agreement"), between the Trust and CFBDS, Inc. The parties hereby agree that
the Agreement is amended as provided below.
1. The first paragraph of the Agreement is amended to read as follows:
DISTRIBUTION AGREEMENT , dated as of August 27, 1985, amended and
restated as of August 19, 1994, and as further amended on _______ __,
199_, by and between CitiFunds Trust III (formerly, Landmark Funds III), a
Massachusetts trust (the "Trust"), and CFBDS, Inc., a Massachusetts
corporation ("CFBDS" or the "Distributor"). The Agreement relates solely
to Shares of Beneficial Interest of each series of the Trust with Shares
that are not divided into classes and Shares of Beneficial Interest
designated "Class N" of each series of the Trust with Shares that are
divided into classes.
2. The fourth "Whereas" clause of the Agreement is amended to read
as follows:
WHEREAS, the Trust wishes to engage CFBDS to provide certain
services with respect to the distribution of (i) Shares of each Fund with
Shares that are not divided into classes and (ii) Shares designated Class
N Shares of each Fund with Shares that are divided into Classes
(collectively, the "Shares"), and CFBDS is willing to provide such
services to the Trust on the terms and conditions hereinafter set forth.
3. Section 5(iv) of the Agreement is amended to read as follows:
(iv) fees for distribution services or in respect of the sale of
Shares of each Fund or for providing personal service and/or the
maintenance of shareholder accounts, periodically at an annual rate not to
exceed 0.10% of the portion of the average daily net assets of each Fund
(or the average daily net assets represented by Class N Shares of each
Fund with Shares divided into Classes) for its then-current fiscal year,
in each case subject to the Distribution Plan; and, under certain
circumstances, each Fund or the Distributor may impose certain deferred
sales charges in connection with the repurchase of Shares of such Fund,
and the Fund may pay to securities dealers, financial institutions (which
may include banks) and others, or the Fund may permit the Distributor to
retain, as the case may be, all or any portion of such deferred sales
charges;
4. The last paragraph of Section 5 of the Agreement is amended by
deleting the sentence "The Distributor will also bear the cost of any
compensation paid to dealers in connection with the sale of Shares of such
Fund," and replacing it with the following:
The excess, if any, of the public offering price of the Shares over the
net asset value of the Shares, and any contingent deferred sales charge
applicable to the Shares of any Fund as set forth in the applicable Fund's
Prospectus, may be paid to securities dealers, financial institutions
(including banks) and others, or may be retained by the Distributor as
partial compensation for their services in connection with the sale of
such Shares. Except to the extent paid directly by each Fund, the
Distributor will bear the cost of any compensation paid to dealers in
connection with the sale of Shares of such Fund.
5. Section 5(v) of the Agreement is amended to read as follows:
(v) an additional fee periodically at an annual rate not to exceed
0.10% of the portion of the average daily net assets of each Fund (or the
average daily net assets represented by Class N Shares of each Fund with
Shares divided into Classes) for its then-current fiscal year, in each
case subject to the Distribution Plan, in anticipation of or as
reimbursement for print or electronic media advertising expenses incurred
in connection with the sale of Shares;
6. Section 9 of the Agreement is amended to read as follows:
CFBDS may subcontract for the performance of CFBDS' obligations
hereunder with any one or more persons; provided, however, that CFBDS
shall not enter into any such subcontract unless the Trustees of the Trust
shall have found the subcontracting party to be qualified to perform the
obligations sought to be subcontracted; and provided, further, that,
unless the Trust otherwise expressly agrees in writing, CFBDS shall be as
fully responsible to the Trust for the acts and omissions of any
subcontractor as it would be for its own acts or omissions.
7. Section 10 of the Agreement is amended to read as follows:
The terms "vote of a majority of the outstanding voting securities,"
"interested person," "assignment" and "specifically approved at least
annually' 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 thereunder, and provided, however, that the term "assignment"
shall include (without limitation) any sales, transfer or conversion of a
controlling interest of any class of voting stock of CFBDS or of any
entity which holds a controlling interest of any class of voting stock of
CFBDS or another such entity.
Please sign below to confirm your agreement with the terms of
this letter.
CITIFUNDS TRUST III
By:
Title:
Agreed:
CFBDS, INC.
By:
Title:
