SMITH BARNEY INVESTMENT SERIES
Certificate of Amendment
The undersigned, being the Assistant Secretary of Smith
Barney Investment Series (hereinafter referred to as the
"Trust"), a trust with transferable shares of the type commonly
called a Massachusetts business trust, DOES HEREBY CERTIFY that,
pursuant to the authority conferred upon the Trustees of the
Trust by the Agreement and Declaration of Trust, dated January
29, 1987, as amended from time to time, (hereinafter, so as
amended by Certificates of Amendment and Certificates of
Designation, referred to as the "Declaration of Trust"), and by
the affirmative vote of a Majority of the Trustees at a meeting
duly called and held on September 11, 2000, the Declaration of
Trust, is amended as follows:
The provisions of Section 6.2 of the Declaration of Trust, as
they apply to the Smith Barney Investment Series Growth and
Income Fund, are hereby amended in the following respects:
The sentence that reads, "The Shares of each Fund shall be
divided into five Classes, designated as Class A Shares, Class B
shares, Class 1 shares, Class L shares, and Class Y Shares and
each Fund may issue an unlimited number of each of such Class of
its Shares."; shall be changed to read: "The Shares of each Fund
shall be divided into five Classes, designated as Class A Shares,
Class B shares, Class 1 shares, Class L shares, and Class Y
Shares; the Smith Barney Growth and Income shall be further
divided into two additional Classes, designated Class O shares
and Class P shares. Each Fund may issue an unlimited number of
each of such Class of its Shares."
IN WITNESS WHEREOF, the undersigned has set his hand this
9th day of
October, 2000
_______________________________
William J. Renahan, Assistant
Secretary
ACKNOWLEDGEMENT
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
October 9, 2000
Then personally appeared the above-named William J. Renahan
who
Acknowledged the foregoing instrument to be his fee act and deed.
Before me,
Notary Public
My commission
expires:______________
