Citifunds International Trust – ‘485BPOS’ on 4/30/98 – EX-99.2(B)

As of:  Thursday, 4/30/98   ·   Effective:  4/30/98   ·   Accession #:  1047469-98-17367   ·   File #s:  33-36556, 811-06154

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment                              90    399K 
20: EX-27.(A)   Financial Data Schedule (Pre-XBRL)                     2     11K 
21: EX-27.(B)   Financial Data Schedule (Pre-XBRL)                     2     11K 
 2: EX-99.1(A)  Declaration of Trust                                  23±    96K 
 3: EX-99.1(B)  Miscellaneous Exhibit                                  9     29K 
14: EX-99.10    Opinion and Consent of Counsel                         2±    12K 
15: EX-99.11A   Miscellaneous Exhibit                                  1     10K 
16: EX-99.11B   Miscellaneous Exhibit                                  1     10K 
17: EX-99.15    Amended and Restated Distribution Plan                 5±    24K 
 4: EX-99.2(A)  Amended and Restated By-Laws                          13±    53K 
 5: EX-99.2(B)  Miscellaneous Exhibit                                  2     11K 
18: EX-99.25(A)  Miscellaneous Exhibit                                 8     22K 
19: EX-99.25(B)  Miscellaneous Exhibit                                 6     21K 
 6: EX-99.6     Amended and Restated Distribution Agreement            7±    31K 
 7: EX-99.9(A)  Administrative Services Plan                           5±    23K 
 8: EX-99.9(B)  Administrative Services Agreement                      4±    21K 
 9: EX-99.9(C)  Sub-Administrative Services Agreement                  2     12K 
10: EX-99.9(D)(I)  Form of Shareholder Servicing Agreement -          10±    42K 
                          Citibank                                               
11: EX-99.9(D)(II)  Form of Shareholder Services Agreement - Fed.     10±    41K 
                          Bank                                                   
12: EX-99.9(D)(III)  Form of Shareholder Servicing Agreement -        10±    42K 
                          Lfbds                                                  
13: EX-99.9(E)  Transfer and Service Agreement                         8±    36K 

EX-99.2(B)   —   Miscellaneous Exhibit

EX-99.2(B)
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                                                                    Exhibit 2(b)

VOTED:    That Article X, Section 1 of the By-Laws of the Trust be amended, to  
read as follows:                                            

    SECTION 1. APPOINTMENT AND DUTIES.  The Trustees shall at all times employ
a bank or trust company having capital, surplus and undivided profits of at     
least $5,000,000 as custodian with authority as its agent, but subject to such  
restrictions, limitations and other requirements, if any, as may be contained in
the Declaration and the 1940 Act:                                               

        (i)      to hold the securities owned by the Trust and deliver the
same upon  written order;               
         (ii)     to receive and receipt for any monies due to the Trust and
                   deposit the same in its own banking department or elsewhere
as the Trustees may direct;             
(iii)    to disburse such funds upon orders or vouchers;  
   (iv)     if authorized by the Trustees, to keep the books and
                 accounts of the Trust and furnish clerical and accounting
services; and                           
          (v)      if authorized by the Trustees, to compute the net income of
    the Trust and the net asset value of Shares;

all upon such basis of compensation as may be agreed upon between the Trustees  
and the custodian.                                                              

The Trustees may also authorize the custodian to employ one or more   
sub-custodians from time to time to perform such of the acts and services of    
the custodian and upon such terms and conditions as may be agreed upon          
between the custodian and such sub-custodian and approved by the Trustees,      
subject to such requirements as may be contained in the Declaration and the     
1940 Act.                                                                       

FURTHER                                                                         
VOTED:    That Article X, Section 4 of the By-Laws be deleted in its entirety.  

FURTHER                                                                         
VOTED:    That the officers of the Trust are authorized to file such amendments 
with the permanent records of the Trust and in such other places as such        
officers shall deem necessary or appropriate.                                   

EX-99.2(B)
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Article III, Section 3 of the By-laws has been amended to read in its 
entirety as follows:                                                            

          "Section 3. RECORD DATE.  The Trustees may fix a date not more than 60
         days prior to the date of any meeting of Shareholders or distribution
       or other action as a record date for the purpose of determining the
          Shareholders who are entitled to notice of and to vote at such meeting
        or any adjournment thereof or to participate in such distribution or
       for the purpose of such other action; or without fixing such record
          date the Trustees may for any of such purposes from time to time close
    the transfer books for such period, not exceeding 30 days as the
 Trustees may determine.  Where separate meetings are held for
     Shareholders of each of the individual series to vote on a matter
          required to be voted on by Shareholders of the Trust in the aggregate,
        as provided in Article III, Section 1 above, the record date of each
       such separate meeting, for purposes of determining the Shareholders
    who are entitled to notice of and to vote at such meeting or any
          adjournment thereof, shall be determined in the manner described above
in this Section 3."