-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ip56EiDMrnP08peKUu6AofJg8dB2tUmW1o8x515ByzXpgt9b4UxDRMdRpGcTXZG2 eQlGy+lzR3VXtErtgKbEqg== 0000929638-04-000162.txt : 20041119 0000929638-04-000162.hdr.sgml : 20041119 20041119152108 ACCESSION NUMBER: 0000929638-04-000162 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041119 DATE AS OF CHANGE: 20041119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIFUNDS TRUST I CENTRAL INDEX KEY: 0000744388 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04006 FILM NUMBER: 041157747 BUSINESS ADDRESS: STREET 1: 125 BROAD ST 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122292554 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK FUNDS I DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK GROWTH & INCOME FUND DATE OF NAME CHANGE: 19900429 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARKFUNDS MANAGED MUNICIPAL BOND TRUST DATE OF NAME CHANGE: 19860819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIFUNDS TRUST I CENTRAL INDEX KEY: 0000744388 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-90518 FILM NUMBER: 041157748 BUSINESS ADDRESS: STREET 1: 125 BROAD ST 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122292554 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK FUNDS I DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK GROWTH & INCOME FUND DATE OF NAME CHANGE: 19900429 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARKFUNDS MANAGED MUNICIPAL BOND TRUST DATE OF NAME CHANGE: 19860819 485APOS 1 a1360777a.txt DELAYING AMENDMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 2004 FILE NOS. 2-90518 811-4006 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ------------------- FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 71 AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 72 CITIFUNDS TRUST I* (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 125 BROAD STREET, NEW YORK, NEW YORK 10004 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 451-2010 ROBERT I. FRENKEL 300 FIRST STAMFORD PLACE 4TH FLOOR STAMFORD, CONNECTICUT 06902 (NAME AND ADDRESS OF AGENT FOR SERVICE) COPY TO: ROGER P. JOSEPH BINGHAM MCCUTCHEN LLP, 150 FEDERAL STREET BOSTON, MASSACHUSETTS 02110 ------------------- It is proposed that this filing will become effective in 60 days pursuant to paragraph (a)(1) of Rule 485. - ------------------------------ *This filing relates solely to shares of the Trust's series Salmon Brothers All Cap Growth Fund. Explanatory Note Part A (the Prospectus) and Part B (the Statement of Additional Information) filed by the Registrant in Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A under the Securities Act of 1933 (File No. 2-90518) and Amendment No. 64 to the Registration Statement on Form N-1A under the Investment Company Act of 1940 (File No. 811-04006) pursuant to Rule 485(a) on February 3, 2004 (Accession No. 0000950117-01-500683) are herein incorporated by reference. This filing is being made pursuant to Rule 485(a)(1) under the Securities Act of 1933 to extend the effectiveness of the Registration Statement until January 18, 2005.
PART C ITEM 23. EXHIBITS. - -------------------------------------------------------------------------------------------------------------- + a(1) Amended and Restated Declaration of Trust of the Registrant - -------------------------------------------------------------------------------------------------------------- +++ a(2) Certificate of Amendment to the Amended and Restated Declaration of Trust - -------------------------------------------------------------------------------------------------------------- ++++ a(3) Certificate of Amendment to the Amended and Restated Declaration of Trust - -------------------------------------------------------------------------------------------------------------- ++++++ a(4) Form of Amendment to Exhibit A and Exhibit B of the Amended and Restated Declaration of Trust - -------------------------------------------------------------------------------------------------------------- + b(1) Amended and Restated By-Laws of the Registrant - -------------------------------------------------------------------------------------------------------------- ++++++ d(1) Form of Management Agreement between the Registrant, on behalf of Salomon Brothers All Cap Growth Fund, and Salomon Brothers Asset Management Inc. ('SBAM'), as manager - -------------------------------------------------------------------------------------------------------------- ++++++ e(1) Distribution Agreement between the Registrant and Citigroup Global Markets Inc. (formerly Salomon Smith Barney, Inc.), as distributor - -------------------------------------------------------------------------------------------------------------- ++++++ e(2) Form of Letter Agreement amending Appendix A to Distribution Agreement between the Registrant and Citigroup Global Markets Inc. (formerly Salomon Smith Barney, Inc.) - -------------------------------------------------------------------------------------------------------------- * g(1) Custodian Contract between the Registrant and State Street Bank and Trust Company ('State Street'), as custodian - -------------------------------------------------------------------------------------------------------------- ++++++ g(2) Form of Letter Agreement adding Salomon Brothers All Cap Growth Fund to the Custodian Contract between the Registrant and State Street - -------------------------------------------------------------------------------------------------------------- ++++++ h(1) Form of Transfer Agency Agreement between the Registrant and PFPC Inc., as transfer agent - -------------------------------------------------------------------------------------------------------------- ++ h(2) Retirement Plan of the Registrant - -------------------------------------------------------------------------------------------------------------- To be filed by i Opinion and consent of counsel amendment - -------------------------------------------------------------------------------------------------------------- ++++++ m(1) Form of Service Plan for Class A shares of Salomon Brothers All Cap Growth Fund - -------------------------------------------------------------------------------------------------------------- ++++++ m(2) Form of Service Plan for Class B shares of Salomon Brothers All Cap Growth Fund - -------------------------------------------------------------------------------------------------------------- ++++++ m(3) Form of Service Plan for Class C shares of Salomon Brothers All Cap Growth Fund - -------------------------------------------------------------------------------------------------------------- ** o Multiple Class Plan of the Registrant - -------------------------------------------------------------------------------------------------------------- o(1) Amended and Restated Multiple Class Plan of the Registrant - -------------------------------------------------------------------------------------------------------------- *** p(1) Code of Ethics for the Registrant and SBAM - -------------------------------------------------------------------------------------------------------------- *** and **** p(2) Code of Ethics for the Distributor - -------------------------------------------------------------------------------------------------------------- ++ q(1) Powers of Attorney for the Trustees of the Registrant - -------------------------------------------------------------------------------------------------------------- ++, +++++ and +++++++ q(2) Powers of Attorney for certain officers of the Registrant - --------------------------------------------------------------------------------------------------------------
- ----------------------------------- * Incorporated herein by reference to Post-Effective Amendment No. 26 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on December 30, 1997. ** Incorporated herein by reference to Post-Effective Amendment No. 31 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on February 12, 1999. *** Incorporated herein by reference to Post-Effective Amendment No. 39 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on June 2, 2000. **** Incorporated herein by reference to Post-Effective Amendment No. 42 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on September 11, 2000. + Incorporated herein by reference to Post-Effective Amendment No. 47 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on December 5, 2001. ++ Incorporated herein by reference to Post-Effective Amendment No. 54 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on February 19, 2003. +++ Incorporated herein by reference to Post-Effective Amendment No. 56 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on April 18, 2003. ++++ Incorporated herein by reference to Post-Effective Amendment No. 59 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on October 31, 2003. +++++ Incorporated herein by reference to Post-Effective Amendment No. 60 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on December 24, 2003. ++++++ Incorporated herein by reference to Post-Effective Amendment No. 63 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on February 3, 2004. +++++++ Incorporated herein by reference to Post-Effective Amendment No. 64 to the Registrant's Registration Statement on Form N-1A (File No. 2-90518) as filed with the Securities and Exchange Commission on April 2, 2004. ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT. Not applicable. ITEM 25. INDEMNIFICATION. Reference is hereby made to (a) Article V of the Registrant's Amended and Restated Declaration of Trust, incorporated herein by reference as an Exhibit to Post-Effective Amendment No. 47 to its Registration Statement on Form N-1A; (b) Section 6 of the Distribution Agreements between the Registrant and Citigroup Global Markets Inc. (formerly, Salomon Smith Barney, Inc.) incorporated herein by reference as Exhibits to Post-Effective Amendment No. 40 to its Registration Statement on Form N-1A; and (c) the undertaking of the Registrant regarding indemnification set forth in its Registration Statement on Form N-1A. The Trustees and officers of the Registrant and the personnel of the Registrant's manager are insured under an errors and omissions liability insurance policy. The Registrant and its officers are also insured under the fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940. ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER. The list required by this Item 26 of officers and directors of SBAM, SBAM Limited and SBAM AP together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of their respective FORM ADV filed by SBAM, SBAM Limited and SBAM AP, respectively, pursuant to the Advisers Act (SEC File Nos. 801-32046, 801-43335 and 801-51393, respectively). Item 27. Principal Underwriters. (a) Citigroup Global Markets Inc. ("CGM") (formerly Salomon Smith Barney Inc.), the Registrant's distributor, is the distributor for each series of the registrants listed: Smith Barney Trust II, Salomon Funds Trust, Variable Annuity Portfolios, CitiFunds Premium Trust, CitiFunds Institutional Trust, CitiFunds Trust III, Smith Barney Allocation Series Inc., Smith Barney Multiple Discipline Trust, Smith Barney Investment Series, Consulting Group Capital Markets Funds, High Income Opportunity Fund Inc., Intermediate Muni Fund, Inc., Smith Barney Small Cap Core Fund, Inc., Smith Barney Investment Trust, Real Estate Income Fund Inc., Managed High Income Portfolio Inc., Managed Municipals Portfolio Inc., Municipal High Income Fund Inc., Citigroup Investments Corporate Loan Fund Inc., Zenix Income Fund Inc., Salomon Brothers Capital Fund Inc., Salomon Brothers Investors Value Fund Inc., Salomon Brothers Fund Inc., Salomon Brothers Institutional Series Fund Inc., Salomon Brothers Series Funds Inc, Salomon Brothers Variable Series Funds Inc, Salomon Brothers Opportunity Fund Inc., Salomon Brothers 2008 Worldwide Government Term Trust, Salomon Brothers High Income Fund Inc., Salomon Brothers High Income Fund II Inc., Salomon Brothers Emerging Markets Income Fund Inc., Salomon Brothers Emerging Markets Income Fund II Inc., Salomon Brothers Emerging Markets Floating Rate Fund Inc., Salomon Brothers Global High Income Fund Inc., Salomon Brothers Emerging Markets Debt Fund Inc., Salomon Brothers Capital and Income Fund Inc., Salomon Brothers Global Partners Income Fund Inc., Salomon Brothers Municipal Partners Fund Inc., Salomon Brothers Municipal Partners Fund II Inc., Greenwich Street Series Fund, SB Adjustable Rate Income Fund, Smith Barney Aggressive Growth Fund Inc., Smith Barney Appreciation Fund Inc., Smith Barney Arizona Municipals Fund Inc., Smith Barney California Municipals Fund Inc., Smith Barney Equity Funds, Smith Barney Fundamental Value Fund Inc., Smith Barney Funds, Inc., Smith Barney Income Funds, Smith Barney Institutional Cash Management Fund, Inc., Smith Barney Investment Funds, Inc., Smith Barney Managed Governments Fund Inc., Smith Barney Managed Municipals Fund Inc., Smith Barney Massachusetts Municipals Fund, Smith Barney Money Funds, Inc., Smith Barney Muni Funds, Smith Barney Municipal Money Market Fund, Inc., Smith Barney New Jersey Municipals Fund Inc., Smith Barney Oregon Municipals Fund, Smith Barney Principal Return Fund, Smith Barney Sector Series Inc., Smith Barney World Funds, Inc., Travelers Series Fund Inc., and various series of unit investment trusts. CGM is the placement agent for Institutional Enhanced Portfolio, Prime Cash Reserves Portfolio, U.S. Treasury Reserves Portfolio, Tax Free Reserves Portfolio and Liquid Reserves Portfolio. (b) The information required by this Item 27 with respect to each director, officer and partner of CGM is incorporated by reference to Schedule A of Form BD filed by CGM pursuant to the Securities Exchange Act of 1934 (SEC File No. 8-8177). (c) Not applicable. ITEM 28. LOCATION OF ACCOUNTS AND RECORDS. NAME/ADDRESS CitiFunds Trust I 125 Broad Street New York, NY 10004 Salomon Brothers Asset Management Inc. 399 Park Avenue New York, NY 10022 and 300 First Stamford Place, 4th Floor Stamford, CT 06902 State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 PFPC Inc. PO BOX 9794 Providence, Rhode Island 02940 ITEM 29. MANAGEMENT SERVICES. Not applicable. ITEM 30. UNDERTAKINGS. Not applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford and State of Connecticut on the 19th day of November, 2004. CITIFUNDS TRUST I, on behalf of its series Salomon Brothers All Cap Growth Fund By: /s/ Rosemary D. Emmens -------------------------- Rosemary D. Emmens Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated below on November 19, 2004.
- ------------------------------------------------------------------------------------------- SIGNATURE TITLE - ------------------------------------------------------------------------------------------- R. JAY GERKEN* President, Principal Executive Officer and Trustee R. JAY GERKEN - ------------------------------------------------------------------------------------------- FRANCES GUGGINO* Principal Financial Officer and Principal Accounting Officer FRANCES GUGGINO - ------------------------------------------------------------------------------------------- ELLIOTT J. BERV* Trustee ELLIOTT J. BERV - ------------------------------------------------------------------------------------------- DONALD M. CARLTON* Trustee DONALD M. CARLTON - ------------------------------------------------------------------------------------------- A. BENTON COCANOUGHER* Trustee A. BENTON COCANOUGHER - ------------------------------------------------------------------------------------------- MARK T. FINN* Trustee MARK T. FINN - ------------------------------------------------------------------------------------------- STEPHEN RANDOLPH GROSS* Trustee STEPHEN RANDOLPH GROSS - ------------------------------------------------------------------------------------------- DIANA R. HARRINGTON* Trustee DIANA R. HARRINGTON - ------------------------------------------------------------------------------------------- SUSAN B. KERLEY* Trustee SUSAN B. KERLEY - ------------------------------------------------------------------------------------------- ALAN G. MERTEN* Trustee ALAN G. MERTEN - ------------------------------------------------------------------------------------------- R. RICHARDSON PETTIT* Trustee R. RICHARDSON PETTIT - ------------------------------------------------------------------------------------------- *By: /s/ Rosemary D. Emmens ---------------------- ROSEMARY D. EMMENS EXECUTED BY ROSEMARY D. EMMENS ON BEHALF OF THOSE INDICATED PURSUANT TO POWERS OF ATTORNEY - -------------------------------------------------------------------------------------------
Exhibit Index - -------------------------------------------------------------------------------- o(1) Amended and Restated Multiple Class Plan of the Registrant - -------------------------------------------------------------------------------- EX-99.O(1) 2 a1377428.txt AMENDED AND RESTATED MULTIPLE CLASSES PLAN Exhibit o(1) CITIFUNDS TRUST I AMENDED AND RESTATED MULTIPLE CLASS PLAN MULTIPLE CLASS PLAN, dated as of November 13, 1998 and amended and restated as of November 8, 2004, of CitiFunds Trust I, a Massachusetts business trust (the "Trust"), with respect to each of its series whether now existing or hereafter established (collectively, the "Funds"). 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, as amended (collectively with the rules and regulations promulgated thereunder, the "1940 Act"); and WHEREAS, the shares of beneficial interest (without par value) of the Trust (the "Shares") are divided into separate series and may be divided into one or more separate classes; WHEREAS, the Trust desires to adopt this Multiple Class Plan (the "Plan") on behalf of the Funds as a plan pursuant to Rule 18f-3 in order that the Funds may issue multiple classes of Shares; WHEREAS, the Board of Trustees of the Trust, in considering whether the Trust should adopt and implement this Plan, has evaluated such information and considered such pertinent factors as it deemed necessary to an informed evaluation of this Plan and determination as to whether this Plan should be adopted and implemented, and has determined that the adoption and implementation of this Plan, including the expense allocation contemplated herein, are in the best interests of each class of Shares individually, as well as the best interests of the Funds; NOW THEREFORE, the Trust hereby adopts this Plan pursuant to Rule 18f-3 under the 1940 Act, on the following terms and conditions: 1. The Funds may issue Shares in one or more classes (each, a "Class" and collectively, the "Classes"). Shares so issued will have the rights and preferences set forth in the Establishment and Designation of Classes and the Trust's then current registration statement relating to the Funds and other offering documents filed with the Securities and Exchange Commission. 2. Shares issued in Classes will be issued subject to and in accordance with the terms of Rule 18f-3 under the 1940 Act, including, without limitation: (a) Each Class shall have a different arrangement for shareholder services or the distribution of securities or both, and shall pay all of the expenses of that arrangement; (b) Each Class may pay a different share of other expenses, not including advisory or custodial fees or other expenses related to the management of the Trust's assets, if these expenses are actually incurred in a different amount by that Class, or if the Class receives services of a different kind or to a different degree than other Classes; (c) Each Class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement; (d) Each Class shall have separate voting rights on any matter submitted to shareholders in which the interests of one Class differ from the interests of any other Class; and (e) Except as otherwise permitted under Rule 18f-3 under the 1940 Act, each Class shall have the same rights and obligations as each other Class. 3. 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. 4. This Plan shall become effective as to the Funds upon the later to occur of (a) 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 (the "Qualified Trustees"), and (b) January 4, 1999. 5. This Plan shall continue in effect indefinitely unless terminated by a vote of the Board of Trustees of the Trust. This Plan may be terminated at any time with respect to the Funds by a vote of the Board of Trustees of the Trust. This Plan supercedes any and all other multiple class plans heretofore approved by the Board of Trustees of the Trust with respect to the Funds. 6. This Plan may be amended at any time by the Board of Trustees of the Trust, provided that 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. 7. This Plan shall be construed in accordance with the laws of the Commonwealth of Massachusetts and the applicable provisions of the 1940 Act. 8. 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. -----END PRIVACY-ENHANCED MESSAGE-----