SMITH BARNEY INVESTMENT TRUST
AMENDMENT NO. 4
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
AMENDMENT NO. 4 to the First Amended and
Restated Master Trust Agreement dated as of February
28, 1998 (the "Agreement") of Smith Barney Investment
Trust (the "Trust"), made as of the 12th day of July
2000.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the
Agreement provides that the Agreement may be amended
at any time, so long as such amendment does not
adversely affect the rights of any shareholder and so
long as such amendment is not in contravention of
applicable law, including the Investment Company Act
of 1940, as amended, by an instrument in writing
signed by an officer of the Trust pursuant to a vote
of a majority of the Trustees; and
WHEREAS, the Trustees have the authority under
Section 4.1 of the Agreement to issue classes of
shares (as defined in the Agreement) of any Sub-Trust
(as defined in the Agreement) or divide the shares of
any Sub-Trust into classes, each class having such
different dividend, liquidation, voting and other
rights as the Trustees may determine, and to
establish and designate the specific classes of
shares of each Sub-Trust; and
WHEREAS, on July 12, 2000, a majority of the
Trustees voted to authorize the establishment of an
additional class of shares to be designated as the
"Class 1" shares with respect to the Smith Barney Mid
Cap Blend Fund; and
WHEREAS, the undersigned has been duly
authorized by the Trustees to execute and file this
Amendment No. 4 to the Agreement; and
NOW, THEREFORE, the Agreement is hereby amended
as follows:
1. The first paragraph of Article IV,
Section 4.2 of the Agreement is hereby amended to
read in pertinent part as follows:
"Section 4.2 Establishment and Designation of Sub-
Trusts. Without limiting the authority of the
Trustees set forth in Section 4.1 to establish and
designate any further Sub-Trusts and classes, the
Trustees hereby establish and designate the following
Sub-Trusts and classes thereof: Smith Barney
Intermediate Maturity California Municipals Fund,
Smith Barney Intermediate Maturity New York
Municipals Fund, Smith Barney Large Capitalization
Growth Fund, Smith Barney S&P 500 Index Fund; Smith
Barney Mid Cap Blend Fund, Smith Barney U.S. 5000
Index Fund and Smith Barney EAFE Index Fund, each of
which shall consist of one class designated as Class
A, and solely with respect to Smith Barney
Intermediate Maturity California Municipals Fund,
Smith Barney Intermediate Maturity New York
Municipals Fund, Smith Barney Large Capitalization
Growth Fund, Smith Barney S&P 500 Index Fund; Smith
Barney Mid Cap Blend Fund, additional classes
designated as Class B, Class L and Class Y shares and
solely with respect to the Smith Barney S&P 500 Index
Fund, Smith Barney U.S. 5000 Index Fund, and Smith
Barney EAFE Index Fund an additional class designated
as Class D shares, and solely with respect to Smith
Barney Mid Cap Blend Fund, Smith Barney Large
Capitalization Growth Fund and Smith Barney S&P 500
Index Fund an additional class designated as Class Z
shares; and solely with respect to the Smith Barney
Mid Cap Blend Fund, an additional class designated as
Class 1 shares. The Shares of such Sub-Trusts and
classes thereof and any Shares of any further Sub-
Trust or classes that may from time to time be
established and designated by the Trustees shall
(unless the Trustees otherwise determine with respect
to some further Sub-Trust or class at the time of
establishing and designating the same) have the
following relative rights and preferences:"
The undersigned hereby certifies that the
Amendment set forth above has been duly adopted in
accordance with the provisions of the Agreement.
IN WITHNESS WHEREOF, the undersigned has hereto
set his hands as of the day and year first above
written.
SMITH
BARNEY INVESTMENT TRUST
By:
Name:
Michael Kocur
Title:
Assistant Secretary
G:\FUND ACCOUNTING\LEGAL\FUNDS\SLIT\MTA AMENDMENT 4 NEW 071200.DOC
G:\Fund Accounting\Legal\FUNDS\SLIT\MTA AMENDMENT 4 NEW 071200.doc
