Exhibit a(3)
FORM OF
AMENDMENT TO AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF CLASSES
The undersigned, being a majority of the Trustees of the Trust, acting
pursuant to Section 6.10 of the Trust's Declaration of Trust dated April 23,
1984, as amended (the "Declaration"), and that certain Multiple Class Plan of
the Trust dated as of November 13, 1998, do hereby amend and restate the
Amended and Restated Establishment and Designation of Classes dated ________,
2000 (the "Designation") as provided herein, for the purpose of re-designating
two Classes of Shares of Citi FORTUNE 500 Index Fund (formerly Citi S&P 500
Index Fund) and Citi FORTUNE e-50 Index Fund (formerly Citi All Markets Index
Fund) (collectively, the "Series"):
The two Classes of Shares of each Series are hereby re-designated as set
forth below:
For Citi FORTUNE 500 Index Fund:
"Class A Shares" are re-designated as "Citi FORTUNE 500 Index Shares" and
"Class D Shares" are re-designated "Smith Barney FORTUNE 500 Index Shares".
For Citi FORTUNE e-50 Index Fund:
"Class A Shares" are re-designated as "Citi FORTUNE e-50 Index Shares" and
"Class D Shares" are re-designated "Smith Barney FORTUNE e-50 Index Shares".
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Amended and Restated Establishment and Designation of Classes as of the ____
day of __________, 2000.
_____________________________ __________________________________
PHILIP W. COOLIDGE RILEY C. GILLEY
As Trustee and Not Individually As Trustee and Not Individually
_____________________________ __________________________________
DIANA R. HARRINGTON SUSAN B. KERLEY
As Trustee and Not Individually As Trustee and Not Individually
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_____________________________ __________________________________
HEATH B. MCLENDON C. OSCAR MORONG, JR.
As Trustee and Not Individually As Trustee and Not Individually
_____________________________
E. KIRBY WARREN
As Trustee and Not Individually
