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Exhibit m
AMENDED AND RESTATED
DISTRIBUTION PLAN
DISTRIBUTION PLAN, dated as of June 24, 1986, amended and restated as of
August 19, 1994, and further amended and restated as of September 5, 2000, of
CitiFunds(R) Fixed Income Trust (formerly, "Landmark Fixed Income Funds"), a
Massachusetts business trust (the "Trust"), with respect to shares of beneficial
interest of its series CitiSM Short-Term U.S. Government Income Fund (the
"Fund") designated "Citi Shares" (formerly, "Class A" shares) ("Shares").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940
(collectively with the rules and regulations promulgated thereunder, the "1940
Act"); and
WHEREAS, the shares of beneficial interest of the Trust are divided
into one or more separate series; and
WHEREAS, the Trust intends to distribute Shares in accordance with Rule
12b-1 under the 1940 Act ("Rule 12b-1"), and desires to adopt this Distribution
Plan (the "Plan") as a plan of distribution pursuant to such Rule; and
WHEREAS, the Trust desires to engage Salomon Smith Barney Inc., a New York
corporation, to provide certain distribution services for the Trust (the
"Distributor"); and
WHEREAS, the Trust desires to enter into a distribution agreement (in such
form as may from time to time be approved by the Board of Trustees of the Trust
in the manner specified in Rule 12b-1) with the Distributor, whereby the
Distributor will provide facilities and personnel and render services to the
Trust in connection with the offering and distribution of the Shares of the Fund
(the "Distribution Agreement"); and
WHEREAS, the Trust recognizes and agrees that the Distributor may retain
the services of any one or more broker-dealers registered as such under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), banks and
other financial intermediaries, to act as dealer or agent in connection with the
offering of Shares of the Fund, and the Distributor may make periodic payments,
out of the fee paid to the Distributor, its profits or any other source
available to it, to such broker-dealer, bank or other intermediary for such
services; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination as to whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Fund for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit the Trust and the Fund and
its shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Plan
for the Trust as a plan for distribution in accordance with Rule 12b-1, on the
following terms and conditions:
1. As specified in the Distribution Agreement, the Distributor shall
provide facilities, personnel and a program with respect to the offering and
sale of Shares of the Fund. Among other things, the Distributor shall be
responsible for all expenses of printing (excluding typesetting) and
distributing prospectuses, and, upon request, statements of additional
information, to prospective shareholders of the Fund and providing such other
related services as are reasonably necessary in connection therewith.
2. The Distributor shall bear all distribution-related expenses described
in paragraph 1, including without limitation, the compensation of personnel
necessary to provide such services and all costs of travel, office expenses
(including rent and overhead), equipment, printing, delivery and mailing costs.
3. It is understood that, under certain circumstances, the Distributor may
impose certain deferred sales charges in connection with the repurchase of
Shares of the Fund and the Distributor may retain (or receive from the Fund, as
the case may be) all such deferred sales charges. As additional consideration
for services performed and expenses incurred in the performance of its
obligations under the Distribution Agreement, except in connection with print or
electronic media advertising, the Trust shall pay the Distributor from the
assets of the Fund a distribution fee periodically at an annual rate not to
exceed 0.15% of the average daily net assets of the Fund for its then-current
fiscal year attributable to the Shares of the Fund (the "Basic Distribution
Fee"). The Trust shall pay the Distributor an additional fee from the assets of
the Fund at an annual rate not to exceed 0.05% of the average daily net assets
of the Fund for its then-current fiscal year attributable to the Shares of the
Fund in anticipation of, or as reimbursement for, expenses incurred by the
Distributor in connection with print or electronic media advertising in
connection with the sale of Shares of the Fund.
4. The Trust understands that an agreement between the Distributor and any
broker-dealer registered as such under the Exchange Act, bank or other financial
intermediary may provide for a portion (which may be substantially all) of the
fees payable to the Distributor under the Distribution Agreement to be paid by
the Distributor to such broker-dealer, bank or other financial intermediary in
consideration of services in connection with the sale of the Shares of the Fund.
Nothing in this Plan shall be construed as requiring the Trust to make any
payment to any such broker-dealer, bank or other financial intermediary or to
have any obligation to such broker-dealer, bank or other financial intermediary
in connection with its services. The Distributor agrees and hereby undertakes
that any agreement entered into between the Distributor and any such
broker-dealer, bank or other financial intermediary shall provide that such
broker-dealer, bank or other financial intermediary shall look solely to the
Distributor for compensation for its services thereunder and that in no event
shall such broker-dealer, bank or other financial intermediary seek any payment
from the Trust or its shareholders.
5. The Trust shall pay all fees and expenses of any independent auditor,
legal counsel, administrator, transfer agent, custodian, shareholder servicing
agent, service agent, registrar or dividend disbursing agent of the Trust;
expenses of distributing and redeeming Shares and servicing shareholder
accounts; expenses of preparing, printing and mailing prospectuses and
statements of additional information, shareholder reports, notices, proxy
statements and reports to government officers and commissions and to
shareholders of the Trust except that the Distributor shall be responsible for
the expenses of printing (excluding typesetting) and distributing prospectuses
and statements of additional information to prospective shareholders as provided
in paragraphs 1 and 2 hereof; expenses connected with the execution, recording
and settlement of portfolio security transactions; insurance premiums; expenses
of calculating the net asset value of Shares; expenses of shareholder meetings;
and expenses relating to the issuance, registration and qualification of Shares.
6. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the responsibility for
and control of the conduct of the affairs of the Trust.
7. This Plan shall become effective as to the Fund upon approval by a vote
of the Board of Trustees and vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan
(the "Qualified Trustees"), such votes to be cast in person at a meeting called
for the purpose of voting on this Plan.
8. This Plan shall continue in effect indefinitely; provided, however,
that such continuance is subject to annual approval by a vote of the Board of
Trustees of the Trust and a majority of the Qualified Trustees, such votes to be
cast in person at a meeting called for the purpose of voting on continuance of
this Plan. If such annual approval is not obtained, this Plan shall expire on
the date which is 15 months after the date of the last approval.
9. This Plan may be amended at any time by the Board of Trustees of the
Trust, provided that (a) any amendment to increase materially the amount to be
expended from the assets of the Fund attributable to the Shares for the services
described herein shall be effective only upon approval by a vote of a "majority
of the outstanding voting securities" of the Shares of the Fund, and (b) any
material amendment of this Plan shall be effective only upon approval by a vote
of the Board of Trustees of the Trust and a majority of the Qualified Trustees,
such votes to be cast in person at a meeting called for the purpose of voting on
such amendment. This Plan may be terminated at any time by vote of a majority of
the Qualified Trustees or by a vote of a "majority of the outstanding voting
securities" of the Shares of the Fund.
10. The Trust and the Distributor each shall provide the Board of Trustees
of the Trust, and the Board of Trustees of the Trust shall review, at least
quarterly, a written report of the amounts expended under the Plan and the
purposes for which such expenditures were made.
11. While this Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
12. For the purposes of this Plan, the terms "interested persons" and
"majority of the outstanding voting securities" are used as defined in the 1940
Act. In addition, for purposes of determining the fees payable to the
Distributor, the value of the net assets of the Fund shall be computed in the
manner specified in the Trust's then-current prospectus and statement of
additional information applicable to the Fund for computation of the net asset
value applicable to Shares of the Fund.
13. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 10 hereof (collectively,
the "Records") for a period of six years from the end of the fiscal year in
which such Record was made and each such Record shall be kept in an easily
accessible place for the first two years of said record-keeping.
14. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
15. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not be
affected thereby.
