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Exhibit a(4)
CITIFUNDS TRUST II
FORM OF 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 April 13,
1984, as amended and restated (the "Declaration of Trust"), of CitiFunds Trust
II (formerly, Landmark Funds II) (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 establish and designate the "Smith
Barney Research Fund" and "Smith Barney Global Research Fund" as additional
Series of Shares. No other changes to the special and relative rights of the
existing series are intended by this amendment and restatement.
1. The series shall be as follows:
The new series of the Trust shall be designated as follows:
"Smith Barney Research Fund," and
"Smith Barney Global Research Fund."
The remaining series are as follows:
"CitiFunds Small Cap Value Portfolio,"
"CitiFunds Growth & Income Portfolio,"
"Smith Barney Diversified Large Cap Growth Fund," and
"Smith Barney Small Cap Growth Opportunities 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.
6. This Amended and Restated Establishment and Designation of series
shall be effective as of ______________________.
IN WITNESS WHEREOF, the undersigned have executed this Establishment
and Designation of Series (which may be on one or more separate counterparts) as
of the _____ day of _____________, _____.
_______________________________ __________________________________
DIANA R. HARRINGTON RILEY C. GILLEY
As Trustee and Not Individually As Trustee and Not Individually
_______________________________ __________________________________
SUSAN B. KERLEY HEATH B. MCLENDON
As Trustee and Not Individually As Trustee and Not Individually
_______________________________ __________________________________
E. KIRBY WARREN C. OSCAR MORONG, JR.
As Trustee and Not Individually As Trustee and Not Individually
