<PAGE>
Exhibit a(2)
CITIFUNDS FIXED INCOME TRUST
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 June 23, 1986,
as amended (the "Declaration of Trust"), of CitiFunds Fixed Income Trust
(formerly, Landmark Fixed Income Funds) (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 change the name of one series which
was previously established and designated and to eliminate one series which was
previously established and designated (there being no shares of such series
outstanding). 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 series previously designated as "CitiFunds Intermediate Income
Portfolio" shall be redesignated "Smith Barney Intermediate Income
Fund."
The series previously designated as "CitiFunds Diversified Income
Portfolio" is hereby eliminated.
The remaining series is "CitiFunds Short-Term U.S. Government Income
Portfolio."
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.
<PAGE>
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 in one or more separate counterparts) as of
this _____ day of June, 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
_______________________________ _______________________________
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
