Exhibit 6(c)
CitiFunds Tax Free Income Trust
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
___________ __, 199_
CFBDS, Inc.
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
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");
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,
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
Please sign below to acknowledge your receipt of this notice.
CITIFUNDS TAX FREE INCOME TRUST
By: ___________________________
Title: ________________________
Acknowledgment:
CFBDS, INC.
By: ___________________________
Title: ________________________
