-----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, SkE3rHH0SmL9s7KBVzupIZNFrMdPOk3d09wW1zXOZMwsN+dPUjQfKRaE2zCgWqQY urgq/p1HJH1MeH6UK2LwRg== 0000929638-98-000352.txt : 19981217 0000929638-98-000352.hdr.sgml : 19981217 ACCESSION NUMBER: 0000929638-98-000352 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19981216 EFFECTIVENESS DATE: 19981216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIFUNDS FIXED INCOME TRUST CENTRAL INDEX KEY: 0000795808 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 033-06540 FILM NUMBER: 98770597 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-05033 FILM NUMBER: 98770598 BUSINESS ADDRESS: STREET 1: 21 MILK STREET STREET 2: 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174231679 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK FIXED INCOME FUNDS/ DATE OF NAME CHANGE: 19931117 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK FIXED INCOME FUNCS/DE DATE OF NAME CHANGE: 19931115 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK U S GOVERNMENT INCOME FUND DATE OF NAME CHANGE: 19920703 485BPOS 1 CFIT CLASSES SUPPLEMENT As filed with the Securities and Exchange Commission on December 16, 1998 File Nos. 33-6540 811-5033 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 27 AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 28 CITIFUNDS FIXED INCOME TRUST* (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 21 MILK STREET, 5TH FLOOR, BOSTON, MASSACHUSETTS 02109 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-423-1679 PHILIP W. COOLIDGE, 21 MILK STREET, 5TH FLOOR, BOSTON, MASSACHUSETTS 02109 (NAME AND ADDRESS OF AGENT FOR SERVICE) COPY TO: ROGER P. JOSEPH, BINGHAM DANA LLP, 150 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110 It is proposed that this filing will become effective on December 16, 1998, pursuant to paragraph (b) of Rule 485. The Premium Portfolios, on behalf of Government Income Portfolio and U.S. Fixed Income Portfolio, has also executed this registration statement. - ------------------------------------------------------------------------- * Formerly, Landmark Fixed Income Funds. The Prospectus dated March 2, 1998, as supplemented November 1, 1998, of CitiFunds Intermediate Income Portfolio is incorporated in this Post-Effective Amendment No. 27 by reference to the Prospectus of CitiFunds Intermediate Income Portfolio filed by the Registrant pursuant to Rule 497(c) under the Securities Act of 1933, as amended (File No. 33-6540), with the Securities and Exchange Commission on March 2, 1998 and to the supplement to the Prospectus of CitiFunds Intermediate Income Portfolio filed by the Registrant pursuant to Rule 497(e) under the Securities Act of 1933, as amended (File No. 33-6540), with the Securities and Exchange Commission on October 30, 1998. The Prospectus dated March 2, 1998 of CitiFunds Short-Term U.S. Government Income Portfolio is incorporated in this Post-Effective Amendment No. 27 by reference to the Prospectus of CitiFunds Short-Term U.S. Government Income Portfolio filed by the Registrant pursuant to Rule 497(c) under the Securities Act of 1933, as amended (File No. 33-6540), with the Securities and Exchange Commission on March 2, 1998. The Prospectus dated September 21, 1998 of CitiFunds Diversified Income Portfolio is incorporated in this Post-Effective Amendment No. 27 by reference to the Prospectus of CitiFunds Diversified Income Portfolio filed by the Registrant pursuant to Rule 485(a) under the Securities Act of 1933, as amended (File No. 33-6540), with the Securities and Exchange Commission on July 21, 1998. The Statement of Additional Information dated March 2, 1998 of CitiFunds Intermediate Income Portfolio is incorporated in this Post-Effective Amendment No. 27 by reference to the Statement of Additional Information of CitiFunds Intermediate Income Portfolio filed by the Registrant pursuant to Rule 497(c) under the Securities Act of 1933, as amended (File No. 33-6540), with the Securities and Exchange Commission on March 2, 1998. The Statement of Additional Information dated March 2, 1998 of CitiFunds Short-Term U.S. Government Income Portfolio is incorporated in this Post-Effective Amendment No. 27 by reference to the Statement of Additional Information of CitiFunds Short-Term U.S. Government Income Portfolio filed by the Registrant pursuant to Rule 497(c) under the Securities Act of 1933, as amended (File No. 33-6540), with the Securities and Exchange Commission on March 2, 1998. The Statement of Additional Information dated September 21, 1998 of CitiFunds Diversified Income Portfolio is incorporated in this Post-Effective Amendment No. 27 by reference to the Statement of Additional Information of CitiFunds Diversified Income Portfolio filed by the Registrant pursuant to Rule 485(a) under the Securities Act of 1933, as amended (File No. 33-6540), with the Securities and Exchange Commission on July 21, 1998. SUPPLEMENT DATED JANUARY 4, 1999 TO PROSPECTUS DATED MARCH 2, 1998 FOR CITIFUNDSSM SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO Beginning on January 4, 1999, CitiFunds Short-Term U.S. Government Income Portfolio will offer Class A shares, which will be subject to an initial sales charge. Shares of the Fund that are outstanding on January 4, 1999 will be classified as Class A shares. No sales charge will be payable as a result of this classification. Investors holding Fund shares on that date will be able to exchange those shares, and any shares acquired through capital appreciation and the reinvestment of dividends and capital gains distributions on those shares, into Class A shares of other CitiFunds and mutual funds managed or advised by Citibank, N.A. without paying a sales charge. EXPENSE SUMMARY. The following tables summarize estimated shareholder transaction and annual operating expenses for Class A shares of the Fund and the underlying Portfolio in which the Fund invests. For more information on costs and expenses, see "Management" -page 14 of the Prospectus and "General Information -Expenses" -page 20 of the Prospectus.* SHAREHOLDER TRANSACTION EXPENSES CLASS A Maximum sales load imposed on purchases (as a percentage of offering price) 1.50% Maximum sales load imposed on reinvested dividends none Maximum deferred sales load (as a percentage of original purchase price or redemption proceeds, whichever is less) none1 Redemption fee none Exchange fee none - ------------------------ 1 Except for purchases of $500,000 or more. See "Class A Shares" below. -------------------------------- CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO CLASS A - ------------------------------------------------------------------------------- ANNUAL FUND OPERATiNG EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ------------------------------------------------------------------------------- Management Fees 0.35% - ------------------------------------------------------------------------------- 12b-1 Fees (after fee waivers and reimbursements)(1)(2) 0.00% - ------------------------------------------------------------------------------- Other Expenses Shareholder Servicing Agent Fees 0.25% Other Operating Expenses (after fee waivers and reimbursements)(2) 0.20% - ------------------------------------------------------------------------------- Total Fund Operating Expenses (after fee waivers and reimbursements)(2) 0.80% - ------------------------------------------------------------------------------- * These tables are intended to assist investors in understanding the various costs and expenses that a shareholder of the Fund will bear, either directly or indirectly. The tables show the fees paid to various service providers after giving effect to expected voluntary partial fee waivers and reimbursements. There can be no assurance that the fee waivers and reimbursements reflected in the tables will continue at these levels. The information in the tables and in the example below is based on the Fund's expenses for the fiscal year ended December 31, 1997, as revised to reflect current fees. (1) 12b-1 distribution fees are asset-based sales charges. Long-term shareholders in the Fund could pay more in sales charges than the economic equivalent of the maximum front-end sales charges permitted by the National Association of Securities Dealers, Inc. (2) Absent fee waivers, 12b-1 Fees, Other Operating Expenses and Total Fund Operating Expenses would be 0.20%, 0.50% and 1.60%, respectively. Example: A shareholder would pay the following expenses on a $1,000 investment, assuming a 5% annual return and redemption at the end of each period indicated below: - ------------------------------------------------------------------------------- ONE THREE FIVE TEN YEAR YEARS YEARS YEARS - ------------------------------------------------------------------------------- CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO Class A $23 $40 $59 $112 - ------------------------------------------------------------------------------- The Example assumes that all dividends are reinvested. Without waivers and reimbursements, the amounts in the Example would be $31, $65, $101 and $202. The assumption of a 5% annual return is required by the Securities and Exchange Commission for all mutual funds, and is not a prediction of the Fund's future performance. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE FUND. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. CLASS A SHARES. Beginning on January 4, 1999, the Fund will offer Class A shares. Class A shares have a front-end, or initial, sales charge. This sales charge may be reduced or eliminated in certain circumstances. o Class A shares are sold at net asset value plus a front-end, or initial, sales charge. The percentage sales charge goes down as the amount of your investment in Class A shares goes up. See the chart below for the percentage sales charge. After the initial sales charge is deducted from your investment, the balance of your investment is invested in the Fund. The sales charge may also be reduced or eliminated in certain circumstances, as described in "Class A Shares - Sales Charge Reductions" below.
- --------------------------------------------------------------------------------- SALES CHARGE SALES CHARGE BROKER/DEALER AS A % OF AS A % OF COMMISSION AS AMOUNT OF OFFERING PRICE YOUR A % OF YOUR INVESTMENT INVESTMENT OFFERING PRICE - --------------------------------------------------------------------------------- Less than $50,000 1.50% 1.52% 1.35% - --------------------------------------------------------------------------------- $50,000 to less than $250,000 1.00% 1.01% 0.90% - --------------------------------------------------------------------------------- $250,000 to less than $500,000 0.50% 0.51% 0.45% - --------------------------------------------------------------------------------- $500,000 or more none* none* up to .45% - ---------------------------------------------------------------------------------
*A contingent deferred sales charge may apply in certain instances. See below. o Class A shares pay distribution and service fees of up to 0.15% of the average daily net assets represented by the Class A shares. These fees are currently being waived in full. This fee waiver is voluntary and may be terminated at any time. o Purchases of $500,000 or more are not subject to an initial sales charge, but are subject to a 1% contingent deferred sales charge in the event of certain redemptions within 12 months following purchase. See below. o The Distributor will pay commissions to brokers, dealers and other institutions that sell Class A shares of the Fund as shown in the table above. The Distributor retains approximately 10% of the sales charge. CLASS A SHARES - SALES CHARGE REDUCTIONS: o Reinvestment. The sales charge does not apply to Class A shares acquired through the reinvestment of dividends and capital gains distributions. o Eligible Purchasers. Class A shares may be purchased without a sales charge by: [] tax exempt organizations under Section 501(c)(3-13) of the Internal Revenue Code [] trust accounts for which Citibank, N.A or any subsidiary or affiliate of Citibank acts as trustee and exercises discretionary investment management authority [] accounts for which Citibank or any subsidiary or affiliate of Citibank performs investment advisory services or charges fees for acting as custodian [] directors or trustees (and their immediate families) of any investment company for which Citibank or any subsidiary or affiliate of Citibank serves as the investment adviser or as a service or shareholder servicing agent [] employees of Citibank and its affiliates, CFBDS, Inc. and its affiliates or any Shareholder Servicing Agent and its affiliates (including immediate families of any of the foregoing) [] investors participating in a fee-based or promotional arrangement sponsored or advised by Citibank or its affiliates [] investors participating in a rewards program that offers Fund shares as an investment option based on an investor's balances in selected Citigroup Inc. products and services [] employees of members of the National Association of Securities Dealers, Inc., provided that such sales are made upon the assurance of the purchaser that the purchase is made for investment purposes and that the securities will not be resold except through redemption or repurchase [] separate accounts used to fund certain unregistered variable annuity contracts [] direct rollovers by plan participants from a 401(k) plan offered to Citigroup employees [] shareholder accounts established through a reorganization or similar form of business combination approved by the Fund's Board of Trustees or by the Board of Trustees of any other CitiFund or mutual fund managed or advised by Citibank (all of such funds being referred to herein as CitiFunds) the terms of which entitle those shareholders to purchase shares of the Fund or any other CitiFund at net asset value without a sales charge [] employee benefit plans qualified under Section 401 of the Internal Revenue Code, including salary reduction plans qualified under Section 401(k) of the Code, subject to minimum requirements as may be established by CFBDS with respect to the number of employees or amount of purchase; currently, these criteria require that: + the employer establishing the qualified plan have at least 50 eligible employees, or + the amount invested by the qualified plan in the Fund or in any combination of CitiFunds totals a minimum of $500,000 [] investors purchasing $500,000 or more of Class A shares; however, a contingent deferred sales charge will be imposed on the investments in the event of certain share redemptions within 12 months following the share purchase, at the rate of 1% of the lesser of the value of the shares redeemed (not including reinvested dividends and capital gains distributions) or the total cost of the shares; the contingent deferred sales charge on Class A shares will be waived under certain circumstances, as described below; in determining whether a contingent deferred sales charge on Class A shares is payable, and if so, the amount of the charge: + it is assumed that shares not subject to the contingent deferred sales charge are the first redeemed followed by other shares held for the longest period of time + all investments made during a calendar month will age one month on the last day of the month and each subsequent month + any applicable contingent deferred sales charge will be deferred upon an exchange of Class A shares for Class A shares of another CitiFund and deducted from the redemption proceeds when the exchanged shares are subsequently redeemed (assuming the contingent deferred sales charge is then payable) + the holding period of Class A shares so acquired through an exchange will be aggregated with the period during which the original Class A shares were held [] subject to appropriate documentation, investors where the amount invested represents redemption proceeds from a mutual fund (other than a CitiFund), if: + the redeemed shares were subject to an initial sales charge or a deferred sales charge (whether or not actually imposed), and + the redemption has occurred no more than 60 days prior to the purchase of Class A shares of the Fund [] an investor who has a business relationship with an investment consultant or other registered representative who joined a broker-dealer which has a sales agreement with CFBDS from another investment firm within six months prior to the date of purchase by the investor, if: + the investor redeems shares of another mutual fund sold through the investment firm that previously employed that investment consultant or other registered representative, and either paid an initial sales charge or was at some time subject to, but did not actually pay, a deferred sales charge or redemption fee with respect to the redemption proceeds, + the redemption is made within 60 days prior to the investment in the Fund, and + the net asset value of the shares of the Fund sold to that investor without a sales charge does not exceed the proceeds of the redemption o Reduced Sales Charge Plan. A qualified group may purchase shares as a single purchaser under the reduced sales charge plan. The purchases by the group are lumped together and the sales charge is based on the lump sum. A qualified group must: [] have been in existence for more than six months [] have a purpose other than acquiring Fund shares at a discount [] satisfy uniform criteria that enable CFBDS to realize economies of scale in its costs of distributing shares [] have more than ten members [] be available to arrange for group meetings between representatives of the Fund and the members [] agree to include sales and other materials related to the Fund in its publications and mailings to members at reduced or no cost to the Distributor [] seek to arrange for payroll deduction or other bulk transmission of investments to the Fund o Right of Accumulation. Eligible investors are permitted to purchase Class A shares of the Fund at the public offering price applicable to the total of: [] the dollar amount then being purchased, plus [] an amount equal to the then-current net asset value or cost (whichever is higher) of the purchaser's combined holdings in certain CitiFunds See the Statement of Additional Information for more information. o Letter of Intent. If an investor anticipates purchasing $25,000 or more of Class A shares of the Fund alone or in combination with any of the classes of certain other CitiFunds within a 13-month period, by completing a letter of intent the investor may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum, subject to granting a power of attorney to redeem shares if the intended purchases are not completed. See the Statement of Additional Information for more information. o Reinstatement Privilege. Shareholders who have redeemed Class A shares may reinstate their Fund account without a sales charge up to the dollar amount redeemed (with a credit for any contingent deferred sales charge paid) by purchasing Class A shares of the Fund within 90 days after the redemption. To take advantage of this reinstatement privilege, shareholders must notify their Shareholder Servicing Agent in writing at the time the privilege is exercised. o Waivers of the Contingent Deferred Sales Charge. The contingent deferred sales charge on Class A shares will be waived in connection with: [] exchanges into Class A shares of certain CitiFunds [] a total or partial redemption made within one year of the death of the shareholder; this waiver is available where the deceased shareholder is either the sole shareholder or owns the shares with his or her spouse as a joint tenant with right of survivorship, and applies only to redemption of shares held at the time of death [] a lump sum or other distribution in the case of an Individual Retirement Account (IRA), a self-employed individual retirement plan (Keogh Plan) or a custodian account under Section 403(b) or the Internal Revenue Code, in each case following attainment of age 59 1/2 [] a total or partial redemption resulting from any distribution following retirement in the case of a tax-qualified retirement plan [] a redemption resulting from a tax-free return of an excess contribution to an IRA EXCHANGES o Shares of the Fund may be exchanged for Class A shares of certain other CitiFunds, or may be acquired through an exchange of Class A shares of those funds. Class A shares also may be exchanged for shares of certain CitiFunds money market funds that offer only a single class of shares, unless the Class A shares are subject to a contingent deferred sales charge. No initial sales charge is imposed on shares being acquired through an exchange unless Class A shares are being acquired and the sales charge for Class A shares of the fund being exchanged into is greater than the current sales charge of the Fund (in which case an initial sales charge will be imposed at a rate equal to the difference). Investors whose shares are outstanding on January 4, 1999 will be able to exchange those Class A shares, and any shares acquired through capital appreciation and the reinvestment of dividends and capital gains distributions on those shares, into Class A shares of the other funds without paying and sales charge. No contingent deferred sales charge is imposed on Class A shares that are subject to a CDSC when they are exchanged for Class A shares of certain other CitiFunds. This exchange privilege may be changed or terminated at any time with at least 60 days' notice, when notice is required by applicable rules and regulations. DISTRIBUTION PLAN. The Fund has adopted a Distribution Plan for Class A shares in accordance with Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may pay monthly fees at an annual rate not to exceed 0.15% of the average daily net assets represented by Class A shares of the Fund. These fees may be used to make payments to the Distributor for distribution services and to others as compensation for the sale of shares of the applicable class of the Fund, for advertising, marketing or other promotional activity, and for preparation, printing and distribution of prospectuses, statements of additional information and reports for recipients other than regulators and existing shareholders. The Fund also may make payments to the Distributor and others for providing personal service or the maintenance of shareholder accounts. Under the Plan, Class A shares may also pay an additional fee of up to 0.05% of the average daily net assets represented by the Class A shares in anticipation of, or as reimbursement for, expenses incurred in connection with print or electronic media advertising in connection with the sale of Class A shares. The Fund did not pay this fee during its most recent fiscal year, and does not anticipate paying it during the current fiscal year. The amounts paid to each recipient may vary based upon certain factors, including, among other things, the levels of sales of Fund shares and/or shareholder services provided. The Distributor provides to the Trustees quarterly a written report of amounts expended pursuant to the Plan and the purposes for which the expenditures were made. During the period they are in effect, the Plan and related Distribution Agreement obligate the Fund to pay fees to the Distributor and others as compensation for their services, not as reimbursement for specific expenses incurred. Thus, even if these entities' expenses exceed the fees provided for under the Plan, the Fund will not be obligated to pay more than those fees and, if their expenses are less than the fees paid to them, they will realize a profit. The Fund will pay the fees to the Distributor and others until the Plan or Distribution Agreement is terminated or not renewed. In that event, the Distributor's or other recipient's expenses in excess of fees received or accrued through the termination date will be the Distributor's or other recipient's sole responsibility and not obligations of the Fund. CONDENSED FINANCIAL INFORMATION. The information in the following table supplements the financial information contained in "Condensed Financial Information" in the Fund's prospectus. The numbers in the table below are unaudited. For more recent performance information, call 1-800-625-4554. - ------------------------------------------------------------------------ CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO - SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) - ------------------------------------------------------------------------ Net Asset Value, beginning of period $9.61 - ------------------------------------------------------------------------ Income from Operations: Net investment income 0.237 Net realized and unrealized gain (loss) on investments 0.023 - ------------------------------------------------------------------------ Total from operations 0.260 - ------------------------------------------------------------------------ Less Distributions From: Net investment income (0.240) Net realized gain -- - ------------------------------------------------------------------------ Total distributions (0.240) - ------------------------------------------------------------------------ Net Asset Value, end of period $9.63 - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA: - ------------------------------------------------------------------------ Net assets, end of period (000's omitted) $23,801 - ------------------------------------------------------------------------ Ratio of expenses to average net assets (A) 0.80%* - ------------------------------------------------------------------------ Ratio of net investment income to average net assets 5.06%* - ------------------------------------------------------------------------ Portfolio turnover 159% - ------------------------------------------------------------------------ Total Return 2.73%** - ------------------------------------------------------------------------ Note: If certain agents of the Fund and its underlying portfolio had not voluntarily agreed to waive all or a portion of their fees for the periods indicated and expenses were not reduced for fees paid indirectly, the net investment income per share and the ratios would have been as follows: - ------------------------------------------------------------------------ Net investment income per share $0.234 - ------------------------------------------------------------------------ RATIOS: - ------------------------------------------------------------------------ Expenses to average net assets (A) 1.60%* - ------------------------------------------------------------------------ Net investment income to average net assets 4.26%* - ------------------------------------------------------------------------ (A) Includes allocated expenses for the period indicated from the Government Income Portfolio. * Annualized ** Not annualized SUPPLEMENT DATED JANUARY 4, 1999 TO STATEMENT OF ADDITIONAL INFORMATION DATED MARCH 2, 1998 FOR CITIFUNDSSM SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO SALES CHARGES. Shares of the Fund are sold at net asset value, plus a front-end, or initial, sales charge that may be reduced on purchases involving substantial amounts and that may be eliminated in certain circumstances. PERFORMANCE. Total rates of return for the Fund may be calculated on investments at various sales charge levels or at net asset value. Any performance data which is based on a reduced sales charge or net asset value would be reduced if the maximum sales charge were taken into account. LETTER OF INTENT. If an investor anticipates purchasing $25,000 or more of Class A shares of the Fund alone or in combination with any of the classes of other CitiFunds or of any other mutual fund managed or advised by Citibank (all of such funds being referred to herein as CitiFunds) within a 13-month period, the investor may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum by completing a letter of intent on the terms described below. Subject to acceptance by CFBDS, Inc., the Fund's distributor, and the conditions mentioned below, each purchase will be made at a public offering price applicable to a single transaction of the dollar amount specified in the letter of intent. o The shareholder's Shareholder Servicing Agent must inform CFBDS that the letter of intent is in effect each time shares are purchased. o The shareholder makes no commitment to purchase additional shares, but if his or her purchases within 13 months plus the value of shares credited toward completion of the letter of intent do not total the sum specified, an increased sales charge will apply as described below. o A purchase not originally made pursuant to a letter of intent may be included under a subsequent letter of intent executed within 90 days of the purchase if CFBDS is informed in writing of this intent within the 90-day period. o The value of shares of the Fund presently held, at cost or maximum offering price (whichever is higher), on the date of the first purchase under the letter of intent, may be included as a credit toward the completion of the letter, but the reduced sales charge applicable to the amount covered by the letter is applied only to new purchases. o Instructions for issuance of shares in the name of a person other than the person signing the letter of intent must be accompanied by a written statement from the Shareholder Servicing Agent stating that the shares were paid for by the person signing the letter. o Neither income dividends nor capital gains distributions taken in additional shares will apply toward the completion of the letter of intent. o The value of any shares redeemed or otherwise disposed of by the purchaser prior to termination or completion of the letter of intent are deducted from the total purchases made under the letter of intent. If the investment specified in the letter of intent is not completed (either prior to or by the end of the 13-month period), the Shareholder Servicing Agent will redeem, within 20 days of the expiration of the letter of intent, an appropriate number of the shares in order to realize the difference between the reduced sales charge that would apply if the investment under the letter of intent had been completed and the sales charge that would normally apply to the number of shares actually purchased. By completing and signing the letter of intent, the shareholder irrevocably grants a power of attorney to the Shareholder Servicing Agent to redeem any or all shares purchased under the letter of intent, with full power of substitution. RIGHT OF ACCUMULATION. A shareholder qualifies for cumulative quantity discounts on the purchase of Class A shares when his or her new investment, together with the current offering price value of all holdings of that shareholder in the CitiFunds, reaches a discount level. For example, if a Fund shareholder owns shares valued at $200,000 and purchases an additional $50,000 of Class A shares of the Fund, the sales charge for the additional $50,000 purchase would be at the rate of 0.50% (the rate applicable to single transactions from $250,000 to less than $500,000). A shareholder must provide the Shareholder Servicing Agent with information to verify that the quantity sales charge discount is applicable at the time the investment is made. SERVICE FEES. The Fund pays fees for distribution and shareholder servicing pursuant to a Distribution Plan adopted with respect to Class A shares of the Fund in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended. The Plan provides that the Fund may pay monthly fees at an annual rate not to exceed 0.15% of the average daily net assets represented by Class A shares of the Fund. Under the Plan, Class A shares may also pay an additional fee of up to 0.05% of the average daily net assets represented by the Class A shares in anticipation of, or as reimbursement for, expenses incurred in connection with print or electronic media advertising in connection with the sale of Class A shares. The Fund did not pay this fee during its most recent fiscal year, and does not anticipate paying it during the current fiscal year. FINANCIAL STATEMENTS. The financial statements (unaudited) for CitiFunds Short-Term U.S. Government Income Portfolio (Portfolio of Investments at June 30, 1998, Statement of Assets and Liabilities at June 30, 1998, Statement of Operations for the six months ended June 30, 1998, Statement of Changes in Net Assets for the six months ended June 30, 1998 and the year ended December 31, 1997, and Financial Highlights for the six months ended June 30, 1998, the years ended December 31, 1997, 1996, 1995 and 1994 and the period June 25, 1993 (commencement of operations) to December 31, 1993), which are included in the Semi-Annual Report to Shareholders of CitiFunds Short-Term U.S. Government Income Portfolio, are incorporated herein by reference. SUPPLEMENT DATED JANUARY 4, 1999 TO PROSPECTUS DATED MARCH 2, 1998 FOR CITIFUNDSSM INTERMEDIATE INCOME PORTFOLIO AND PROSPECTUS DATED SEPTEMBER 21, 1998 FOR CITIFUNDSSM DIVERSIFIED INCOME PORTFOLIO Beginning on January 4, 1999, CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio will each offer two classes of shares: Class A and Class B. Shares of each Fund that are outstanding on January 4, 1999 will be classified as Class A shares. No sales charge will be payable as a result of this classification. Investors holding Fund shares on that date will be able to exchange those shares, and any shares acquired through capital appreciation and the reinvestment of dividends and capital gains distributions on those shares, into Class A shares of other CitiFunds and mutual funds managed or advised by Citibank, N.A. without paying a sales charge. Investors purchasing shares of the Funds on or after January 4, 1999 may select Class A or Class B shares, with different sales charges and expense levels. Please determine which class of shares best fits your particular situation. See "Classes of Shares" below. EXPENSE SUMMARY. The following tables summarize estimated shareholder transaction and annual operating expenses for Class A and Class B shares of the Funds. For more information on the costs and expenses of each Fund, see "Management" and "General Information - Expenses" in each Fund's Prospectus.*
SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B Maximum sales load imposed on purchases (as a percentage of offering price) 4.50% none Maximum sales load imposed on reinvested dividends none none Maximum deferred sales load (as a percentage of original purchase price or redemption proceeds, whichever is less) none1 4.50% Redemption fee none none Exchange fee none none
- ------------------------ 1 Except for purchases of $500,000 or more. See "Class A Shares" below. ----------------------------------------------- CITIFUNDS INTERMEDIATE CITIFUNDS INCOME DIVERSIFIED INCOME PORTFOLIO PORTFOLIO CLASS A CLASS B CLASS A CLASS B - ------------------------------------------------------------------------ ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ------------------------------------------------------------------------ Management Fees (after fee waivers and reimbursements) (1)(2) 0.28% 0.28% 0.60% 0.60% - ------------------------------------------------------------------------ 12b-1 Fees (including service fees)(3) 0.25% 0.75% 0.25% 0.75% - ------------------------------------------------------------------------ Other Expenses (after fee waivers and reimbursements)(2) 0.37% 0.37% 0.25% 0.25% - ------------------------------------------------------------------------ Total Fund Operating Expenses (after fee waivers and reimbursements)(2) 0.90% 1.40% 1.10% 1.60% - ------------------------------------------------------------------------ * These tables are intended to assist investors in understanding the various costs and expenses that a shareholder will bear, either directly or indirectly. The tables show the fees paid to various service providers after giving effect to expected voluntary partial fee waivers and reimbursements. There can be no assurance that the fee waivers and reimbursements reflected in the tables will continue at these levels. The information in the tables and in the example below for CitiFunds Intermediate Income Portfolio is based on the Fund's expenses for the fiscal year ended December 31, 1997, as revised to reflect current fees. Because CitiFunds Diversified Income Portfolio is newly organized, all amounts in the tables and in the example below are estimated for the current fiscal year and information is given in the example below only for one and three year periods. (1) A combined fee for investment advisory and administrative services. (2) Absent fee waivers, management fees, other expenses and total fund operating expenses would be 0.70%, 0.37% and 1.32%, respectively, for Class A shares of CitiFunds Intermediate Income Portfolio; 0.70%, 0.37% and 1.82%, respectively, for Class B shares of CitiFunds Intermediate Income Portfolio; 0.75%, 0.89% and 1.89%, respectively, for Class A shares of CitiFunds Diversified Income Portfolio; and 0.75%, 0.89% and 2.39%, respectively, for Class B shares of CitiFunds Diversified Income Portfolio. (3) Includes fees for distribution and shareholder servicing. Long-term shareholders in the Funds could pay more in sales charges than the economic equivalent of the maximum front-end sales charges permitted by the National Association of Securities Dealers, Inc. Example: A shareholder would pay the following expenses on a $1,000 investment, assuming a 5% annual return and redemption at the end of each period indicated below: - ------------------------------------------------------------------------------- ONE THREE FIVE TEN YEAR YEARS YEARS YEARS - ------------------------------------------------------------------------------- CITIFUNDS INTERMEDIATE INCOME PoRTFOLIO Class A $54 $72 $93 $151 Class B Assuming redemption at end of period $59 $74 $87 $147 Assuming no redemption $14 $44 $77 $147 - ------------------------------------------------------------------------------- CITIFUNDS DIVERSIFIED INCOME PORTFOLIO Class A $56 $78 N/A N/A Class B Assuming redemption at end of period $61 $80 N/A N/A Assuming no redemption $16 $50 N/A N/A - ------------------------------------------------------------------------------- The Example assumes that all dividends are reinvested. Without waivers and reimbursements, the amounts in the Example would be $58, $85, $114 and $197 for Class A shares of CitiFunds Intermediate Income Portfolio; $63, $87, $109 and $190 for Class B shares of CitiFunds Intermediate Income Portfolio, assuming redemption at the end of the period ($18, $57, $99 and $190 assuming no redemption); $63 and $102 for Class A shares of CitiFunds Diversified Income Portfolio; and $69 and $105 for Class B shares of CitiFunds Diversified Income Portfolio, assuming redemption at the end of the period ($24 and $75 assuming no redemption). For Class B shares, where redemption at the end of the period is assumed, amounts in the Example assume deduction of the maximum applicable contingent deferred sales charge, and all ten year amounts in the Example assume conversion to Class A shares approximately eight years after purchase. The assumption of a 5% annual return is required by the Securities and Exchange Commission for all mutual funds, and is not a prediction of any Fund's future performance. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE FUNDS. ACTUAl EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. CLASSES OF SHARES. Beginning on January 4, 1999, each Fund will offer two classes of shares, Class A and Class B. The main features of the classes are summarized in this paragraph. More detailed information appears below. Please determine which class of shares best fits your particular circumstances. Class A shares have a front-end, or initial, sales charge. This sales charge may be reduced or eliminated in certain circumstances. Class A shares have lower annual expenses than Class B shares. Class B shares have no front-end sales charge, but are subject to a deferred sales charge if you sell within five years of purchase. Class B shares have higher annual expenses than Class A shares. Class B shares automatically convert into Class A shares after eight years. Both classes of shares are sold at net asset value for that class. Net asset value may differ by class because Class B shares have higher expenses. When you place purchase orders and make redemption requests, please specify whether you wish to purchase or redeem Class A or Class B shares. If you fail to specify, purchase orders will be deemed to be for Class A shares, and Class A shares will be redeemed first. CLASS A SHARES: o Class A shares are sold at net asset value plus a front-end, or initial, sales charge. The percentage sales charge goes down as the amount of your investment in Class A shares goes up. See the chart below for the percentage sales charge. After the initial sales charge is deducted from your investment, the balance of your investment is invested in the Fund. The sales charge may also be reduced or eliminated in certain circumstances, as described in "Class A Shares - Sales Charge Reductions" below. If you qualify to purchase Class A shares without a sales load, you should purchase Class A shares rather than Class B shares because Class A shares pay lower fees.
- ------------------------------------------------------------------------------- SALES CHARGE SALES CHARGE BROKER/DEALER AS A % OF AS A % OF COMMISSION AS AMOUNT OF OFFERING PRICE YOUR A % OF YOUR INVESTMENT INVESTMENT OFFERING PRICE - ------------------------------------------------------------------------------- Less than $25,000 4.50% 4.71% 4.05% - ------------------------------------------------------------------------------- $25,000 to less than $50,000 4.00% 4.16% 3.60% - ------------------------------------------------------------------------------- $50,000 to less than $100,000 3.50% 3.59% 3.15% - ------------------------------------------------------------------------------- $100,000 to less than $250,000 2.50% 2.56% 2.25% - ------------------------------------------------------------------------------- $250,000 to less than $500,000 1.50% 1.52% 1.35% - ------------------------------------------------------------------------------- $500,000 or more none* none* up to 1.00% - -------------------------------------------------------------------------------
*A contingent deferred sales charge may apply in certain instances. See below. o Class A shares pay service fees of up to 0.25% of the average daily net assets represented by the Class A shares. o Purchases of $500,000 or more are not subject to an initial sales charge, but are subject to a 1% contingent deferred sales charge in the event of certain redemptions within 12 months following purchase. See below. o The Distributor will pay commissions to brokers, dealers and other institutions that sell Class A shares of the Funds as shown in the table above. The Distributor retains approximately 10% of the sales charge. Entities that sell Class A shares will also receive the service fee payable under the Class A Service Plan at an annual rate equal to 0.25% of the average daily net assets represented by the Class A shares sold by them. CLASS A SHARES - SALES CHARGE REDUCTIONS: o Reinvestment. The sales charge does not apply to Class A shares acquired through the reinvestment of dividends and capital gains distributions. o Eligible Purchasers. Class A shares may be purchased without a sales charge by: [] tax exempt organizations under Section 501(c)(3-13) of the Internal Revenue Code [] trust accounts for which Citibank, N.A or any subsidiary or affiliate of Citibank acts as trustee and exercises discretionary investment management authority [] accounts for which Citibank or any subsidiary or affiliate of Citibank performs investment advisory services or charges fees for acting as custodian [] directors or trustees (and their immediate families) of any investment company for which Citibank or any subsidiary or affiliate of Citibank serves as the investment adviser or as a service agent [] employees of Citibank and its affiliates, CFBDS, Inc. and its affiliates or any Service Agent and its affiliates (including immediate families of any of the foregoing) [] investors participating in a fee-based or promotional arrangement sponsored or advised by Citibank or its affiliates [] investors participating in a rewards program that offers Fund shares as an investment option based on an investor's balances in selected Citigroup Inc. products and services [] employees of members of the National Association of Securities Dealers, Inc., provided that such sales are made upon the assurance of the purchaser that the purchase is made for investment purposes and that the securities will not be resold except through redemption or repurchase [] separate accounts used to fund certain unregistered variable annuity contracts [] direct rollovers by plan participants from a 401(k) plan offered to Citigroup employees [] shareholder accounts established through a reorganization or similar form of business combination approved by a Fund's Board of Trustees or by the Board of Trustees of any other CitiFund or mutual fund managed or advised by Citibank (all of such funds being referred to herein as CitiFunds) the terms of which entitle those shareholders to purchase shares of a Fund or any other CitiFund at net asset value without a sales charge [] employee benefit plans qualified under Section 401 of the Internal Revenue Code, including salary reduction plans qualified under Section 401(k) of the Code, subject to minimum requirements as may be established by CFBDS with respect to the number of employees or amount of purchase; currently, these criteria require that: + the employer establishing the qualified plan have at least 50 eligible employees, or + the amount invested by the qualified plan in a Fund or in any combination of CitiFunds totals a minimum of $500,000 [] investors purchasing $500,000 or more of Class A shares; however, a contingent deferred sales charge will be imposed on the investments in the event of certain share redemptions within 12 months following the share purchase, at the rate of 1% of the lesser of the value of the shares redeemed (not including reinvested dividends and capital gains distributions) or the total cost of the shares; the contingent deferred sales charge on Class A shares will be waived under the same circumstances as the contingent deferred sales charge on Class B shares will be waived; in determining whether a contingent deferred sales charge on Class A shares is payable, and if so, the amount of the charge: + it is assumed that shares not subject to the contingent deferred sales charge are the first redeemed followed by other shares held for the longest period of time + all investments made during a calendar month will age one month on the last day of the month and each subsequent month + any applicable contingent deferred sales charge will be deferred upon an exchange of Class A shares for Class A shares of another CitiFund and deducted from the redemption proceeds when the exchanged shares are subsequently redeemed (assuming the contingent deferred sales charge is then payable) + the holding period of Class A shares so acquired through an exchange will be aggregated with the period during which the original Class A shares were held [] subject to appropriate documentation, investors where the amount invested represents redemption proceeds from a mutual fund (other than a CitiFund), if: + the redeemed shares were subject to an initial sales charge or a deferred sales charge (whether or not actually imposed), and + the redemption has occurred no more than 60 days prior to the purchase of Class A shares of the Fund [] an investor who has a business relationship with an investment consultant or other registered representative who joined a broker-dealer which has a sales agreement with CFBDS from another investment firm within six months prior to the date of purchase by the investor, if: + the investor redeems shares of another mutual fund sold through the investment firm that previously employed that investment consultant or other registered representative, and either paid an initial sales charge or was at some time subject to, but did not actually pay, a deferred sales charge or redemption fee with respect to the redemption proceeds, + the redemption is made within 60 days prior to the investment in a Fund, and + the net asset value of the shares of the Fund sold to that investor without a sales charge does not exceed the proceeds of the redemption o Reduced Sales Charge Plan. A qualified group may purchase shares as a single purchaser under the reduced sales charge plan. The purchases by the group are lumped together and the sales charge is based on the lump sum. A qualified group must: [] have been in existence for more than six months [] have a purpose other than acquiring Fund shares at a discount [] satisfy uniform criteria that enable CFBDS to realize economies of scale in its costs of distributing shares [] have more than ten members [] be available to arrange for group meetings between representatives of the Funds and the members [] agree to include sales and other materials related to the Funds in its publications and mailings to members at reduced or no cost to the Distributor [] seek to arrange for payroll deduction or other bulk transmission of investments to the Funds o Right of Accumulation. Eligible investors are permitted to purchase Class A shares of a Fund at the public offering price applicable to the total of: [] the dollar amount then being purchased, plus [] an amount equal to the then-current net asset value or cost (whichever is higher) of the purchaser's combined holdings in certain CitiFunds See the Statement of Additional Information for the applicable Fund for more information. o Letter of Intent. If an investor anticipates purchasing $25,000 or more of Class A shares of a Fund alone or in combination with Class B shares of the Fund or any of the classes of certain other CitiFunds within a 13-month period, by completing a letter of intent the investor may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum, subject to granting a power of attorney to redeem shares if the intended purchases are not completed. See the Statement of Additional Information for the applicable Fund for more information. o Reinstatement Privilege. Shareholders who have redeemed Class A shares may reinstate their Fund account without a sales charge up to the dollar amount redeemed (with a credit for any contingent deferred sales charge paid) by purchasing Class A shares of the same Fund within 90 days after the redemption. To take advantage of this reinstatement privilege, shareholders must notify the Transfer Agent or, if they are customers of a Service Agent, their Service Agent in writing at the time the privilege is exercised. CLASS B SHARES: o Class B shares are sold at net asset value without a front-end sales charge, but they are subject to a contingent deferred sales charge. o Class B shares pay a combined distribution and service fee of up to 0.75% of the average daily net assets represented by the Class B shares. o Class B shares have a contingent deferred sales charge (CDSC). This sales charge goes down the longer you hold your Class B shares. See the chart below for the amount of the sales charge. The sales charge is deducted from your redemption proceeds if you redeem your Class B shares within five years of purchasing them. - -------------------------------------------------------------------------- REDEMPTION DURING CDSC ON SHARES BEING SOLD - -------------------------------------------------------------------------- 1st year since purchase 4.50% - -------------------------------------------------------------------------- 2nd year since purchase 4.00% - -------------------------------------------------------------------------- 3rd year since purchase 3.00% - -------------------------------------------------------------------------- 4th year since purchase 2.00% - -------------------------------------------------------------------------- 5th year since purchase 1.00% - -------------------------------------------------------------------------- 6th year (or later) since purchase None - -------------------------------------------------------------------------- o The CDSC is based on the original purchase price or the current market value of the shares being sold, whichever is less. o There is no CDSC on Class B shares representing capital appreciation or on Class B shares acquired through reinvestment of dividends or capital gains distributions. o Each Fund will assume that a redemption of Class B shares is made: [] first, of Class B shares representing capital appreciation [] next, of shares representing the reinvestment of dividends and capital gains distributions [] finally of other shares held by the investor for the longest period of time o The holding period of Class B shares of a Fund acquired through an exchange with another CitiFund will be calculated from the date that the Class B shares were initially acquired in the other CitiFund, and Class B shares being redeemed will be considered to represent, as applicable, capital appreciation or dividend and capital gains distribution reinvestments in the other fund. When determining the amount of the CDSC, each Fund will use the CDSC schedule of any fund from which you have exchanged shares that would result in you paying the highest CDSC. o Class B shares automatically convert to Class A shares of the same Fund approximately eight years after issuance, together with a pro rata portion of all Class B shares representing dividends and other distributions paid in additional Class B shares. Shares are converted based on the relative net asset values per share of the two classes on the first business day of the month in which the eighth anniversary of the issuance of the Class B shares occurs. Because the net asset value of a Class A share may be higher than that of a Class B share, you may receive fewer Class A shares than the number of Class B shares converted, but the dollar value will be the same. o Commissions will be paid to brokers, dealers and other institutions that sell Class B shares in the amount of 4.00% of the purchase price of Class B shares sold by these entities. These commissions are not paid on exchanges from other CitiFunds or on sales of Class B shares to investors exempt from the CDSC. Entities that sell Class B shares will also receive a portion of the service fee payable under the Class B Service Plan at an annual rate equal to 0.25% of the average daily net assets represented by the Class B shares sold by them. CLASS B SHARES - CDSC ELIMINATION: o Reinvestment. There is no CDSC on shares representing capital appreciation or on shares acquired through reinvestment of dividends or capital gains distributions. o Waivers. The CDSC will be waived in connection with: [] exchanges into certain CitiFunds [] a total or partial redemption made within one year of the death of the shareholder; this waiver is available where the deceased shareholder is either the sole shareholder or owns the shares with his or her spouse as a joint tenant with right of survivorship, and applies only to redemption of shares held at the time of death [] a lump sum or other distribution in the case of an Individual Retirement Account (IRA), a self-employed individual retirement plan (Keogh Plan) or a custodian account under Section 403(b) of the Internal Revenue Code, in each case following attainment of age 59 1/2 [] a total or partial redemption resulting from any distribution following retirement in the case of a tax-qualified retirement plan [] a redemption resulting from a tax-free return of an excess contribution to an IRA EXCHANGES o Shares of each Fund may be exchanged for shares of the same class of certain other CitiFunds, or may be acquired through an exchange of shares of the same class of those funds. Class A shares also may be exchanged for shares of certain CitiFunds money market funds that offer only a single class of shares, unless the Class A shares are subject to a contingent deferred sales charge. Class B shares may not be exchanged for shares of CitiFunds money market funds that offer only a single class of shares. No initial sales charge is imposed on shares being acquired through an exchange unless Class A shares are being acquired and the sales charge for Class A shares of the fund being exchanged into is greater than the current sales charge of the Fund (in which case an initial sales charge will be imposed at a rate equal to the difference). Investors whose shares are outstanding on January 4, 1999 will be able to exchange those Class A shares, and any shares acquired through capital appreciation and the reinvestment of dividends and capital gains distributions on those shares, into Class A shares of the other funds without paying any sales charge. No contingent deferred sales charge is imposed on Class B shares when they are exchanged for Class B shares of certain other CitiFunds. This exchange privilege may be changed or terminated at any time with at least 60 days' notice, when notice is required by applicable rules and regulations. SERVICE PLANS. The Funds maintain separate Service Plans, which have been adopted in accordance with Rule 12b-1 under the 1940 Act, for Class A and Class B shares. Under the Class A Service Plans, each Fund may pay monthly fees at an annual rate not to exceed 0.25% of the average daily net assets represented by Class A shares of the Fund. Under the Class B Service Plans, each Fund may pay monthly a combined distribution and service fee of up to 0.75% of the average daily net assets represented by the Class B shares. These fees may be used to make payments to the Distributor for distribution services and to Service Agents and others as compensation for the sale of shares of the applicable class of each Fund, for advertising, marketing or other promotional activity, and for preparation, printing and distribution of prospectuses, statements of additional information and reports for recipients other than regulators and existing shareholders. Each Fund also may make payments to the Distributor, Service Agents and others for providing personal service or the maintenance of shareholder accounts. The amounts paid to each Service Agent and other recipient may vary based upon certain factors, including, among other things, the levels of sales of Fund shares and/or shareholder services provided by the Service Agent. Service Agents and others may receive different compensation for sales of Class A and Class B shares. The Distributor provides to the Trustees quarterly a written report of amounts expended pursuant to the Service Plans and the purposes for which the expenditures were made. During the period they are in effect, the Service Plans and related Distribution Agreements obligate each Fund to pay fees to the Distributor, Service Agents and others as compensation for their services, not as reimbursement for specific expenses incurred. Thus, even if these entities' expenses exceed the fees provided for under the Service Plans, the Funds will not be obligated to pay more than those fees and, if their expenses are less than the fees paid to them, they will realize a profit. The Funds will pay the fees to the Distributor, Service Agents and others until the Service Plans or Distribution Agreements are terminated or not renewed. In that event, the Distributor's or Service Agent's expenses in excess of fees received or accrued through the termination date will be the Distributor's or Service Agent's sole responsibility and not obligations of any Fund. CONDENSED FINANCIAL INFORMATION. The information in the following table supplements the financial information contained in "Condensed Financial Information" in the prospectus for CitiFunds Intermediate Income Portfolio. The numbers in the table below are unaudited. For more current performance information, call 1-800-625-4554. - ------------------------------------------------------------------------- CITIFUNDS INTERMEDIATE INCOME PORTFOLIO - SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) - ------------------------------------------------------------------------- Net Asset Value, beginning of period $9.72 - ------------------------------------------------------------------------- Income from Operations: Net investment income 0.271 Net realized and unrealized gain (loss) on investments 0.116 - ------------------------------------------------------------------------- Total from operations 0.387 - ------------------------------------------------------------------------- Less Dividends From: Net investment income (0.267) Net realized gain on investments -- - ------------------------------------------------------------------------- Total from distributions (0.267) - ------------------------------------------------------------------------- Net Asset Value, end of period $9.84 - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA: - ------------------------------------------------------------------------- Net assets, end of period (000's omitted) $45,988 - ------------------------------------------------------------------------- Ratio of expenses to average net assets 0.91%* - ------------------------------------------------------------------------- Ratio of expenses to average net assets after fees paid indirectly 0.90%* - ------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets 5.50%* - ------------------------------------------------------------------------- Portfolio turnover 78% - ------------------------------------------------------------------------- Total Return 4.03%** - ------------------------------------------------------------------------- Note: If certain agents of the Fund had not voluntarily agreed to waive all or a portion of their fees for the periods indicated and expenses were not reduced for fees paid indirectly, the net investment income per share and the ratios would have been as follows: - ------------------------------------------------------------------------- Net investment income per share $0.250 - ------------------------------------------------------------------------- RATIOS: - ------------------------------------------------------------------------- Expenses to average net assets 1.32%* - ------------------------------------------------------------------------- Net investment income to average net assets 5.08%* - ------------------------------------------------------------------------- - ------------------------ * Annualized ** Not annualized SUPPLEMENT DATED JANUARY 4, 1999 TO STATEMENT OF ADDITIONAL DATED MARCH 2, 1998 FOR CITIFUNDSSM INTERMEDIATE INCOME PORTFOLIO AND STATEMENT OF ADDITIONAL INFORMATION DATED SEPTEMBER 21, 1998 FOR CITIFUNDSSM DIVERSIFIED INCOME PORTFOLIO SALES CHARGES. Shares of each Fund are sold at net asset value, plus, in the case of Class A shares, a front-end, or initial, sales charge that may be reduced on purchases involving substantial amounts and that may be eliminated in certain circumstances. A contingent deferred sales charge is imposed on redemptions of certain Class B shares made within five years of purchase. PERFORMANCE. Total rates of return for each of the Funds may be calculated on investments at various sales charge levels or at net asset value. Any performance data which is based on a reduced sales charge or net asset value would be reduced if the maximum sales charge were taken into account. DETERMINATION OF NET ASSET VALUE. Net asset value is calculated separately for each class. Per share net asset value of the classes of each Fund's shares can be expected to differ because the Class B shares bear higher expenses than Class A shares. LETTER OF INTENT. If an investor anticipates purchasing $25,000 or more of Class A shares of a Fund alone or in combination with Class B shares of the Fund or any of the classes of other CitiFunds or mutual funds managed or advised by Citibank (all of such funds being referred to herein as CitiFunds) within a 13-month period, the investor may obtain the shares at the same reduced sales charge as though the total quantity were invested in one lump sum by completing a letter of intent on the terms described below. Subject to acceptance by CFBDS, Inc., the Funds' distributor, and the conditions mentioned below, each purchase will be made at a public offering price applicable to a single transaction of the dollar amount specified in the letter of intent. o The shareholder or, if the shareholder is a customer of a Service Agent, his or her Service Agent must inform CFBDS that the letter of intent is in effect each time shares are purchased. o The shareholder makes no commitment to purchase additional shares, but if his or her purchases within 13 months plus the value of shares credited toward completion of the letter of intent do not total the sum specified, an increased sales charge will apply as described below. o A purchase not originally made pursuant to a letter of intent may be included under a subsequent letter of intent executed within 90 days of the purchase if CFBDS is informed in writing of this intent within the 90-day period. o The value of shares of a Fund presently held, at cost or maximum offering price (whichever is higher), on the date of the first purchase under the letter of intent, may be included as a credit toward the completion of the letter, but the reduced sales charge applicable to the amount covered by the letter is applied only to new purchases. o Instructions for issuance of shares in the name of a person other than the person signing the letter of intent must be accompanied by a written statement from the Transfer Agent or a Service Agent stating that the shares were paid for by the person signing the letter. o Neither income dividends nor capital gains distributions taken in additional shares will apply toward the completion of the letter of intent. o The value of any shares redeemed or otherwise disposed of by the purchaser prior to termination or completion of the letter of intent are deducted from the total purchases made under the letter of intent. If the investment specified in the letter of intent is not completed (either prior to or by the end of the 13-month period), the Transfer Agent will redeem, within 20 days of the expiration of the letter of intent, an appropriate number of the shares in order to realize the difference between the reduced sales charge that would apply if the investment under the letter of intent had been completed and the sales charge that would normally apply to the number of shares actually purchased. By completing and signing the letter of intent, the shareholder irrevocably grants a power of attorney to the Transfer Agent to redeem any or all shares purchased under the letter of intent, with full power of substitution. RIGHT OF ACCUMULATION. A shareholder qualifies for cumulative quantity discounts on the purchase of Class A shares when his or her new investment, together with the current offering price value of all holdings of that shareholder in the CitiFunds, reaches a discount level. For example, if a Fund shareholder owns shares valued at $50,000 and purchases an additional $50,000 of Class A shares of the Fund, the sales charge for the additional $50,000 purchase would be at the rate of 2.50% (the rate applicable to single transactions from $100,000 to less than $250,000). A shareholder must provide the Transfer Agent with information to verify that the quantity sales charge discount is applicable at the time the investment is made. CONVERSION OF CLASS B SHARES. A shareholder's Class B shares will automatically convert to Class A shares in the same Fund approximately eight years after the date of issuance, together with a pro rata portion of all Class B shares representing dividends and other distributions paid in additional Class B shares. The conversion will be effected at the relative net asset values per share of the two classes on the first business day of the month in which the eighth anniversary of the issuance of the Class B shares occurs. If a shareholder effects one or more exchanges among Class B shares of the CitiFunds during the eight-year period, the holding periods for the shares so exchanged will be counted toward the eight-year period. Because the per share net asset value of the Class A shares may be higher than that of the Class B shares at the time of conversion, a shareholder may receive fewer Class A shares than the number of Class B shares converted, although the dollar value will be the same. SERVICE FEES. The Funds pay fees for distribution and shareholder servicing pursuant to a Service Plan adopted with respect to each class of shares of the Funds in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended. The Service Plan with respect to Class A shares provides that each Fund may pay monthly fees at an annual rate not to exceed 0.25% of the average daily net assets represented by Class A shares of the Fund. The Service Plan with respect to Class B shares provides that each Fund may pay monthly a combined distribution and service fee of up to 0.75% of the average daily net assets represented by the Class B shares. FINANCIAL STATEMENTS. The financial statements (unaudited) for CitiFunds Intermediate Income Portfolio (Portfolio of Investments at June 30, 1998, Statement of Assets and Liabilities at June 30, 1998, Statement of Operations for the six months ended June 30, 1998, Statement of Changes in Net Assets for the six months ended June 30, 1998 and the year ended December 31, 1997, and Financial Highlights for the six months ended June 30, 1998, the years ended December 31, 1997, 1996, 1995 and 1994 and for the period June 25, 1993 (commencement of operations) to December 31, 1993) which are included in the Semi-Annual Report to Shareholders of CitiFunds Intermediate Income Portfolio, are incorporated herein by reference. PART C
Item 24. Financial Statements and Exhibits. (a) Financial Statements Included in Part A: Condensed Financial Information - Financial Highlights (unaudited) of CitiFunds Intermediate Income Portfolio and CitiFunds Short-Term U.S. Government Income Portfolio (for the six months ended June 30, 1998). Financial Statements Included in Part B: CITIFUNDS INTERMEDIATE INCOME PORTFOLIO Portfolio of Investments at June 30, 1998* Statement of Assets and Liabilities at June 30, 1998* Statement of Operations for the six months ended June 30, 1998* Statement of Changes in Net Assets for the six months ended June 30, 1998 and the year ended December 31, 1997* Financial Highlights for the six months ended June 30, 1998, the four-year period ended December 31, 1997 and for the period from June 25, 1993 (commencement of operations) to December 31, 1993* CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO Statement of Assets and Liabilities at June 30, 1998* Statement of Operations for the six months ended June 30, 1998* Statement of Changes in Net Assets for the six months ended June 30, 1998 and the year ended December 31, 1997* Financial Highlights for the six months ended June 30, 1998, the four-year period ended December 31, 1997, the four months ended December 31, 1993 and the year ended August 31, 1993* GOVERNMENT INCOME PORTFOLIO Portfolio of Investments at June 30, 1998* Statement of Assets and Liabilities at June 30, 1998* Statement of Operations for the six months ended June 30, 1998* Statement of Changes in Net Assets for the six months ended June 30, 1998 and the year ended December 31, 1997* Financial Highlights for the six months ended June 30, 1998, the three-year period ended December 31, 1997, and the period May 1, 1994 (commencement of operations) to December 31, 1994* ------------------ * Incorporated by reference to the Registrant's Semi-Annual Reports to Shareholders of CitiFunds Intermediate Income Portfolio and CitiFunds Short-Term U.S. Government Income Portfolio, as filed with the Commission on August 20, 1998 (accession number 0000950156- 98-000512). (b) Exhibits *** 1(a) Declaration of Trust of Registrant *** 1(b) Amendments to Registrant's Declaration of Trust **** 1(c) Form of Establishment and Designation of Series of the Registrant *** 2(a) Amended and Restated By-Laws of Registrant *** 2(b) Amendments to Amended and Restated By-Laws of Registrant 5(a) Management Agreement between the Registrant and Citibank, N.A., as manager to CitiFunds Intermediate Income Portfolio **** 5(b) Form of Management Agreement between the Registrant and Citibank, N.A., as manager to CitiFunds Diversified Income Portfolio 6(a) Form of Amended and Restated Distribution Agreement between the Registrant and CFBDS, Inc. ("CFBDS"), as distributor with respect to Class A shares of CitiFunds Short-Term U.S. Government Income Portfolio 6(b) Form of Amended and Restated Distribution Agreement between the Registrant and CFBDS, as distributor with respect to Class A shares of CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio 6(c) Form of Distribution Agreement between the Registrant and CFBDS, as distributor with respect to Class B shares of CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio *** 8(a) Custodian Contract between the Registrant and State Street Bank and Trust Company ("State Street"), as custodian **** 8(b) Form of letter agreement adding CitiFunds Diversified Income Portfolio to the Custodian Contract with State Street *** 9(a) Amended and Restated Administrative Services Plan of the Registrant with respect to CitiFunds Short-Term U.S. Government Income Portfolio *** 9(b) Administrative Services Agreement between the Registrant and CFBDS, as administrator with respect to CitiFunds Short-Term U.S. Government Income Portfolio *** 9(c) Sub-Administrative Services Agreement between Citibank, N.A. and CFBDS with respect to CitiFunds Short-Term U.S. Government Income Portfolio * 9(d)(i) Form of Shareholder Servicing Agreement between the Registrant and Citibank, N.A., as shareholder servicing agent for CitiFunds Short-Term U.S. Government Income Portfolio * 9(d)(ii) Form of Shareholder Servicing Agreement between the Registrant and a federal savings bank, as shareholder servicing agent for CitiFunds Short-Term U.S. Government Income Portfolio * 9(d)(iii) Form of Shareholder Agreement between the Registrant and CFBDS, as shareholder servicing agent for CitiFunds Short-Term U.S. Government Income Portfolio ** 9(d)(iv) Form of Shareholder Servicing Agreement between the Registrant and a national banking association or subsidiary thereof or state chartered banking association, as shareholder servicing agent for CitiFunds Short-Term U.S. Government Income Portfolio **** 9(e) Form of Amended and Restated Sub-Administrative Services Agreement between Citibank, N.A. and CFBDS *** 9(f) Transfer Agency and Service Agreement between the Registrant and State Street, as transfer agent **** 9(g) Form of letter agreement adding CitiFunds Diversified Income Portfolio to the Transfer Agency and Service Agreement with State Street *** 9(h) Accounting Services Agreement between the Registrant and State Street, as Fund accounting agent 10 Opinion and consent of counsel 11 Independent Accountants' consent 15(a) Form of Amended and Restated Distribution Plan of the Registrant for Class A Shares of CitiFunds Short-Term U.S. Government Income Portfolio 15(b) Form of Amended and Restated Service Plan of the Registrant for Class A Shares of CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio 15(c) Form of Service Plan of the Registrant for Class B Shares of CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio 18 Form of Multiple Class Plan of the Registrant *** 25(a) Powers of Attorney for the Registrant 25(b) Powers of Attorney for The Premium Portfolios
- --------------------- * Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registrant's Registration Statement on Form N-1A (File No. 33-6540) as filed with the Securities and Exchange Commission on April 18, 1994. ** Incorporated herein by reference to Post-Effective Amendment No. 22 to the Registrant's Registration Statement on Form N-1A (File No. 33-6540) as filed with the Securities and Exchange Commission on April 29, 1996. *** Incorporated herein by reference to Post-Effective Amendment No. 24 to the Registrant's Registration Statement on Form N-1A (File No. 33-6540) as filed with the Securities and Exchange Commission on February 20, 1998. **** Incorporated herein by reference to Post-Effective Amendment No. 25 to the Registrant's Registration Statement on Form N-1A (File No. 33-6540) as filed with the Securities and Exchange Commission on June 29, 1998. Item 25. Persons Controlled by or under Common Control with Registrant. Not applicable. Item 26. Number of Holders of Securities. Title of Class Number of Record Holders Shares of Beneficial Interest (without par value) As of November 20, 1998 CitiFunds Intermediate Income Portfolio 7 CitiFunds Short-Term U.S. Government Income Portfolio 7 CitiFunds Diversified Income Portfolio 0 Item 27. Indemnification. Reference is hereby made to (a) Article V of the Registrant's Declaration of Trust, filed as an Exhibit to Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A; (b) Section 6 of the Distribution Agreements between the Registrant and CFBDS, filed as Exhibits hereto; 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 administrator 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 28. Business and Other Connections of Investment Adviser. Citibank, N.A. ("Citibank") is a commercial bank offering a wide range of banking and investment services to customers across the United States and around the world. Citibank is a wholly-owned subsidiary of Citicorp, which is, in turn, a wholly-owned subsidiary of Citigroup Inc. Citibank also serves as investment adviser to the following registered investment companies (or series thereof): Asset Allocation Portfolios (Large Cap Value Portfolio, Small Cap Value Portfolio, International Portfolio, Foreign Bond Portfolio, Intermediate Income Portfolio and Short-Term Portfolio), The Premium Portfolios (U.S. Fixed Income Portfolio, Growth & Income Portfolio, Balanced Portfolio, Large Cap Growth Portfolio, International Equity Portfolio, Government Income Portfolio and Small Cap Growth Portfolio), Tax Free Reserves Portfolio, U.S. Treasury Reserves Portfolio, Cash Reserves Portfolio, CitiFundsSM Tax Free Income Trust (CitiFundsSM New York Tax Free Income Portfolio, CitiFundsSM National Tax Free Income Portfolio and CitiFundsSM California Tax Free Income Portfolio), CitiFundsSM Multi-State Tax Free Trust (CitiFundsSM California Tax Free Reserves, CitiFundsSM New York Tax Free Reserves and CitiFundsSM Connecticut Tax Free Reserves), CitiFundsSM Institutional Trust (CitiFundsSM Institutional Cash Reserves) and Variable Annuity Portfolios (CitiSelect VIP Folio 200, CitiSelect VIP Folio 300, CitiSelect VIP Folio 400, CitiSelect VIP Folio 500 and CitiFundsSM Small Cap Growth VIP Portfolio). Citibank and its affiliates manage assets in excess of $290 billion worldwide. The principal place of business of Citibank is located at 399 Park Avenue, New York, New York 10043. John S. Reed is the Chairman and a Director of Citibank. Victor J. Menezes is the President and a Director of Citibank. William R. Rhodes and H. Onno Ruding are Vice Chairmen and Directors of Citibank. The other Directors of Citibank are Paul J. Collins, Vice Chairman of Citigroup Inc. and Robert I. Lipp, Chairman and Chief Executive Officer of The Travelers Insurance Group Inc. and of Travelers Property Casualty Corp. Each of the individuals named above is also a Director of Citigroup Inc. In addition, the following persons have the affiliations indicated:
Paul J. Collins Director, Kimberly-Clark Corporation Robert I. Lipp Chairman, Chief Executive Officer and President, Travelers Property Casualty Co. John S. Reed Director, Monsanto Company Director, Philip Morris Companies Incorporated Stockholder, Tampa Tank & Welding, Inc. William R. Rhodes Director, Private Export Funding Corporation H. Onno Ruding Supervisory Director, Amsterdamsch Trustees Cantoor B.V. Director, Pechiney S.A. Advisory Director, Unilever NV and Unilever PLC Director, Corning Incorporated
For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of Salomon Brothers Asset Management Inc ("SBAM"), a subadviser to CitiFunds Diversified Income Portfolio, reference is made to SBAM's current Form ADV filed under the Investment Advisers Act of 1940, incorporated herein by reference. Item 29. Principal Underwriters. (a) CFBDS, the Registrant's Distributor, is also the distributor for CitiFundsSM International Growth & Income Portfolio, CitiFundsSM International Growth Portfolio, CitiFundsSM U.S. Treasury Reserves, CitiFundsSM Cash Reserves, CitiFundsSM Premium U.S. Treasury Reserves, CitiFundsSM Premium Liquid Reserves, CitiFundsSM Institutional U.S. Treasury Reserves, CitiFundsSM Institutional Liquid Reserves, CitiFundsSM Institutional Cash Reserves, CitiFundsSM Tax Free Reserves, CitiFundsSM Institutional Tax Free Reserves, CitiFundsSM California Tax Free Reserves, CitiFundsSM Connecticut Tax Free Reserves, CitiFundsSM New York Tax Free Reserves, CitiFundsSM New York Tax Free Income Portfolio, CitiFundsSM National Tax Free Income Portfolio, CitiFundsSM California Tax Free Income Portfolio, CitiFundsSM Balanced Portfolio, CitiFundsSM Small Cap Value Portfolio, CitiFundsSM Growth & Income Portfolio, CitiFundsSM Large Cap Growth Portfolio, CitiFundsSM Small Cap Growth Portfolio, CitiSelect VIP Folio 200, CitiSelect VIP Folio 300, CitiSelect VIP Folio 400, CitiSelect VIP Folio 500, CitiFundsSM Small Cap Growth VIP Portfolio, CitiSelect Folio 200, CitiSelect Folio 300, CitiSelect Folio 400, and CitiSelect Folio 500. CFBDS is also the placement agent for Large Cap Value Portfolio, Small Cap Value Portfolio, International Portfolio, Foreign Bond Portfolio, Intermediate Income Portfolio, Short-Term Portfolio, Growth & Income Portfolio, U.S. Fixed Income Portfolio, Large Cap Growth Portfolio, Small Cap Growth Portfolio, International Equity Portfolio, Balanced Portfolio, Government Income Portfolio, Tax Free Reserves Portfolio, Cash Reserves Portfolio and U.S. Treasury Reserves Portfolio. CFBDS also serves as the distributor for the following funds: The Travelers Fund U for Variable Annuities, The Travelers Fund VA for Variable Annuities, The Travelers Fund BD for Variable Annuities, The Travelers Fund BD II for Variable Annuities, The Travelers Fund BD III for Variable Annuities, The Travelers Fund BD IV for Variable Annuities, The Travelers Fund ABD for Variable Annuities, The Travelers Fund ABD II for Variable Annuities, The Travelers Separate Account PF for Variable Annuities, The Travelers Separate Account PF II for Variable Annuities, The Travelers Separate Account QP for Variable Annuities, The Travelers Separate Account TM for Variable Annuities, The Travelers Separate Account TM II for Variable Annuities, The Travelers Separate Account Five for Variable Annuities, The Travelers Separate Account Six for Variable Annuities, The Travelers Separate Account Seven for Variable Annuities, The Travelers Separate Account Eight for Variable Annuities, The Travelers Fund UL for Variable Annuities, The Travelers Fund UL II for Variable Annuities, The Travelers Variable Life Insurance Separate Account One, The Travelers Variable Life Insurance Separate Account Two, The Travelers Variable Life Insurance Separate Account Three, The Travelers Variable Life Insurance Separate Account Four, The Travelers Separate Account MGA, The Travelers Separate Account MGA II, The Travelers Growth and Income Stock Account for Variable Annuities, The Travelers Quality Bond Account for Variable Annuities, The Travelers Money Market Account for Variable Annuities, The Travelers Timed Growth and Income Stock Account for Variable Annuities, The Travelers Timed Short-Term Bond Account for Variable Annuities, The Travelers Timed Aggressive Stock Account for Variable Annuities, The Travelers Timed Bond Account for Variable Annuities, Emerging Growth Fund, Government Fund, Growth and Income Fund, International Equity Fund, Municipal Fund, Balanced Investments, Emerging Markets Equity Investments, Government Money Investments, High Yield Investments, Intermediate Fixed Income Investments, International Equity Investments, International Fixed Income Investments, Large Capitalization Growth Investments, Large Capitalization Value Equity Investments, Long-Term Bond Investments, Mortgage Backed Investments, Municipal Bond Investments, Small Capitalization Growth Investments, Small Capitalization Value Equity Investments, Appreciation Portfolio, Diversified Strategic Income Portfolio, Emerging Growth Portfolio, Equity Income Portfolio, Equity Index Portfolio, Growth & Income Portfolio, Intermediate High Grade Portfolio, International Equity Portfolio, Money Market Portfolio, Total Return Portfolio, Smith Barney Adjustable Rate Government Income Fund, Smith Barney Aggressive Growth Fund Inc., Smith Barney Appreciation Fund, Smith Barney Arizona Municipals Fund Inc., Smith Barney California Municipals Fund Inc., Balanced Portfolio, Conservative Portfolio, Growth Portfolio, High Growth Portfolio, Income Portfolio, Global Portfolio, Select Balanced Portfolio, Select Conservative Portfolio, Select Growth Portfolio, Select High Growth Portfolio, Select Income Portfolio, Concert Social Awareness Fund, Smith Barney Large Cap Blend Fund, Smith Barney Fundamental Value Fund Inc., Large Cap Value Fund, Short-Term High Grade Bond Fund, U.S. Government Securities Fund, Smith Barney Balanced Fund, Smith Barney Convertible Fund, Smith Barney Diversified Strategic Income Fund, Smith Barney Exchange Reserve Fund, Smith Barney High Income Fund, Smith Barney Municipal High Income Fund, Smith Barney Premium Total Return Fund, Smith Barney Total Return Bond Fund, Cash Portfolio, Government Portfolio, Municipal Portfolio, Concert Peachtree Growth Fund, Smith Barney Contrarian Fund, Smith Barney Government Securities Fund, Smith Barney Hansberger Global Small Cap Value Fund, Smith Barney Hansberger Global Value Fund, Smith Barney Investment Grade Bond Fund, Smith Barney Special Equities Fund, 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 Managed Governments Fund Inc., Smith Barney Managed Municipals Fund Inc., Smith Barney Massachusetts Municipals Fund, Cash Portfolio, Government Portfolio, Retirement Portfolio, California Money Market Portfolio, Florida Portfolio, Georgia Portfolio, Limited Term Portfolio, New York Money Market Portfolio, New York Portfolio, Pennsylvania Portfolio, Smith Barney Municipal Money Market Fund, Inc., Smith Barney Natural Resources Fund Inc., Smith Barney New Jersey Municipals Fund Inc., Smith Barney Oregon Municipals Fund, Zeros Plus Emerging Growth Series 2000, Smith Barney Security and Growth Fund, Smith Barney Small Cap Blend Fund, Inc., Smith Barney Telecommunications Income Fund, Income and Growth Portfolio, Reserve Account Portfolio, U.S. Government/High Quality Securities Portfolio, Emerging Markets Portfolio, European Portfolio, Global Government Bond Portfolio, International Balanced Portfolio, International Equity Portfolio, Pacific Portfolio, AIM Capital Appreciation Portfolio, Alliance Growth Portfolio, GT Global Strategic Income Portfolio, MFS Total Return Portfolio, Putnam Diversified Income Portfolio, Smith Barney High Income Portfolio, Smith Barney Large Cap Value Portfolio, Smith Barney International Equity Portfolio, Smith Barney Large Capitalization Growth Portfolio, Smith Barney Money Market Portfolio, Smith Barney Pacific Basin Portfolio, TBC Managed Income Portfolio, Van Kampen American Capital Enterprise Portfolio, Centurion Tax-Managed U.S. Equity Fund, Centurion Tax-Managed International Equity Fund, Centurion U.S. Protection Fund, Centurion International Protection Fund, Global High-Yield Bond Fund, International Equity Fund, Emerging Opportunities Fund, Core Equity Fund, Long-Term Bond Fund, Global Dimensions Fund L.P., Citicorp Private Equity L.P., AIM V.I. Capital Appreciation Fund, AIM V.I. Government Series Fund, AIM V.I. Growth Fund, AIM V.I. International Equity Fund, AIM V.I. Value Fund, Fidelity VIP Growth Portfolio, Fidelity VIP High Income Portfolio, Fidelity VIP Equity Income Portfolio, Fidelity VIP Overseas Portfolio, Fidelity VIP II Contrafund Portfolio, Fidelity VIP II Index 500 Portfolio, MFS World Government Series, MFS Money Market Series, MFS Bond Series, MFS Total Return Series, MFS Research Series, MFS Emerging Growth Series, Salomon Brothers Institutional Money Market Fund, Salomon Brothers Cash Management Fund, Salomon Brothers New York Municipal Money Market Fund, Salomon Brothers National Intermediate Municipal Fund, Salomon Brothers U.S. Government Income Fund, Salomon Brothers High Yield Bond Fund, Salomon Brothers Strategic Bond Fund, Salomon Brothers Total Return Fund, Salomon Brothers Asia Growth Fund, Salomon Brothers Capital Fund Inc, Salomon Brothers Investors Fund Inc, Salomon Brothers Opportunity Fund Inc, Salomon Brothers Institutional High Yield Bond Fund, Salomon Brothers Institutional Emerging Markets Debt Fund, Salomon Brothers Variable Investors Fund, Salomon Brothers Variable Capital Fund, Salomon Brothers Variable Total Return Fund, Salomon Brothers Variable High Yield Bond Fund, Salomon Brothers Variable Strategic Bond Fund, Salomon Brothers Variable U.S. Government Income Fund, and Salomon Brothers Variable Asia Growth Fund. (b) The information required by this Item 29 with respect to each director and officer of CFBDS is incorporated by reference to Schedule A of Form BD filed by CFBDS pursuant to the Securities and Exchange Act of 1934 (File No. 8-32417). (c) Not applicable. Item 30. Location of Accounts and Records. The accounts and records of the Registrant are located, in whole or in part, at the office of the Registrant and the following locations: NAME ADDRESS CFBDS, Inc. 21 Milk Street, 5th Floor (administrator and distributor) Boston, MA 02109 State Street Bank and Trust Company 1776 Heritage Drive (transfer agent, and fund accounting agent) North Quincy, MA 02171 Citibank, N.A. 153 East 53rd Street (investment adviser) New York, NY 10043 Item 31. Management Services. Not applicable. Item 32. Undertakings. (a) Not applicable. (b) Not applicable. (c) The Registrant hereby undertakes, if requested to do so by the record holders of not less than 10% of the Registrant's outstanding shares, to call a meeting of shareholders for the purpose of voting upon the question of removal of a trustee or trustees, and to assist in communications with other shareholders as required by Section 16(c) of the Investment Company Act of 1940. The Registrant further undertakes to furnish to each person to whom a prospectus of CitiFunds Intermediate Income Portfolio, CitiFunds Short-Term U.S. Government Income Portfolio or CitiFunds Diversified Income Portfolio is delivered with a copy of the respective Fund's latest Annual Report to Shareholders, upon request without charge. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all requirements for effectiveness of this Post-Effective Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and Commonwealth of Massachusetts on the 14th day of December, 1998. CITIFUNDS FIXED INCOME TRUST By: Philip W. Coolidge ------------------------------ Philip W. Coolidge President 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 December 14, 1998.
Signature Title Philip W. Coolidge President, Principal Executive Officer and Trustee -------------------------- Philip W. Coolidge John R. Elder Principal Financial Officer and Principal -------------------------- Accounting Officer John R. Elder Riley C. Gilley* Trustee -------------------------- Riley C. Gilley Diana R. Harrington* Trustee -------------------------- Diana R. Harrington Susan B. Kerley* Trustee -------------------------- Susan B. Kerley C. Oscar Morong, Jr.* Trustee -------------------------- C. Oscar Morong, Jr. E. Kirby Warren* Trustee -------------------------- E. Kirby Warren William S. Woods, Jr.* Trustee -------------------------- William S. Woods, Jr. *By: Philip W. Coolidge -------------------- Philip W. Coolidge Executed by Philip W. Coolidge on behalf of those indicated pursuant to Powers of Attorney.
SIGNATURES The Premium Portfolios has duly caused this Post-Effective Amendment to the Registration Statement on Form N-1A of CitiFunds Fixed Income Trust to be signed on its behalf by the undersigned, thereunto duly authorized, in Grand Cayman, Cayman Islands, on the 14th day of December, 1998. THE PREMIUM PORTFOLIOS on behalf of Government Income Portfolio and U.S. Fixed Income Portfolio By: Tamie Ebanks-Cunningham --------------------------------- Tamie Ebanks-Cunningham, Assistant Secretary of The Premium Portfolios This Post-Effective Amendment to the Registration Statement on Form N-1A of CitiFunds Fixed Income Trust has been signed by the following persons in the capacities indicated on December 14, 1998.
Signature Title Philip W. Coolidge* President, Principal Executive Officer and Trustee -------------------------------- Philip W. Coolidge John R. Elder* Principal Financial Officer and Principal -------------------------------- Accounting Officer John R. Elder Elliott J. Berv* Trustee -------------------------------- Elliott J. Berv Mark T. Finn* Trustee -------------------------------- Mark T. Finn C. Oscar Morong, Jr.* Trustee -------------------------------- C. Oscar Morong, Jr. Walter E. Robb, III* Trustee --------------------------------- Walter E. Robb, III E. Kirby Warren* Trustee --------------------------------- E. Kirby Warren *By: Tamie Ebanks-Cunningham ------------------------- Tamie Ebanks-Cunningham Executed by Tamie Ebanks-Cunningham on behalf of those indicated as attorney in fact.
EXHIBIT INDEX
Exhibit No.: Description: 5(a) Management Agreement between the Registrant and Citibank, N.A., as manager to CitiFunds Intermediate Income Portfolio 6(a) Form of Amended and Restated Distribution Agreement between the Registrant and CFBDS, Inc. ("CFBDS"), as distributor with respect to Class A shares of CitiFunds Short-Term U.S. Government Income Portfolio 6(b) Form of Amended and Restated Distribution Agreement between the Registrant and CFBDS, as distributor with respect to Class A shares of CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio 6(c) Form of Distribution Agreement between the Registrant and CFBDS, as distributor with respect to Class B shares of CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio 10 Opinion and consent of counsel 11 Independent Accountants' consent 15(a) Form of Amended and Restated Distribution Plan of the Registrant for Class A Shares of CitiFunds Short-Term U.S. Government Income Portfolio 15(b) Form of Amended and Restated Service Plan of the Registrant for Class A Shares of CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio 15(c) Form of Service Plan of the Registrant for Class B Shares of CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio 18 Form of Multiple Class Plan of the Registrant 25(b) Powers of Attorney for The Premium Portfolios
EX-99.B5(A) 2 MANAGEMENT AGREEMENT Exhibit 5(a) MANAGEMENT AGREEMENT LANDMARK FIXED INCOME FUNDS Landmark Intermediate Income Fund MANAGEMENT AGREEMENT, dated as of January 1, 1998, by and between Landmark Fixed Income Funds, a Massachusetts business trust (the "Trust"), and Citibank, N.A., a national banking association ("Citibank" or the "Manager"). W I T N E S S E T H: WHEREAS, the Trust engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated thereunder and any exemptive orders thereunder, the "1940 Act"), and WHEREAS, the Trust wishes to engage Citibank to provide certain investment advisory and administrative services for the series of the Trust designated as Landmark Intermediate Income Fund (the "Fund"), and Citibank is willing to provide such investment advisory and administrative services for the Fund on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree as follows: 1. Duties of Citibank. (a) Citibank shall act as the Manager for the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the restrictions of the Trust's Declaration of Trust, dated as of June 23, 1986, and By-laws, as each may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, and the then-current Registration Statement of the Trust with respect to the Fund. The Manager shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Trustees of the Trust at any time, however, make any definite determination as to investment policy applicable to the Fund and notify the Manager thereof in writing, the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Fund's account with the brokers or dealers selected by it, and to that end the Manager is authorized as the agent of the Trust to give instructions to the custodian or any subcustodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Fund, the Manager may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor, to the extent such actions are permitted by the 1940 Act. In providing the services and assuming the obligations set forth herein, the Manager may employ, at its own expense, or may request that the Trust employ at the Fund's expense, one or more subadvisers; provided that in each case the Manager shall supervise the activities of each subadviser. Any agreement between the Manager and a subadviser shall be subject to the renewal, termination and amendment provisions applicable to this Agreement. Any agreement between the Trust on behalf of the Fund and a subadviser may be terminated by the Manager at any time on not more than 60 days' nor less than 30 days' written notice to the Trust and the subadviser. (b) Subject to the direction and control of the Board of Trustees of the Trust, Citibank shall perform such administrative and management services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (i) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Trust and for performing the administrative and management functions herein set forth; (ii) supervising the overall administration of the Trust, including negotiation of contracts and fees with and the monitoring of performance and billings of the Trust's transfer agent, shareholder servicing agents, custodian and other independent contractors or agents; (iii) preparing and, if applicable, filing all documents required for compliance by the Trust with applicable laws and regulations, including registration statements, prospectuses and statements of additional information, semi-annual and annual reports to shareholders, proxy statements and tax returns; (iv) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and shareholders; and (v) arranging for maintenance of books and records of the Trust. Notwithstanding the foregoing, Citibank shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of beneficial interest in the Fund, nor shall Citibank be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian or shareholder servicing agent of the Trust or the Fund. In providing administrative and management services as set forth herein, Citibank may, at its own expense, employ one or more subadministrators; provided that Citibank shall remain fully responsible for the performance of all administrative and management duties set forth herein and shall supervise the activities of each subadministrator. 2. Allocation of Charges and Expenses. Citibank shall furnish at its own expense all necessary services, facilities and personnel in connection with its responsibilities under Section 1 above. Except as provided in the foregoing sentence, it is understood that the Trust will pay from the assets of the Fund all of its own expenses allocable to the Fund including, without limitation, organization costs of the Fund; compensation of Trustees who are not "affiliated persons" of Citibank; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Fund; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Fund, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Fund (including but not limited to the fees of independent pricing services); expenses of meetings of the Fund's shareholders; expenses relating to the registration and qualification of shares of the Fund; and such nonrecurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust on behalf of the Fund may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto. 3. Compensation of Citibank. For the services to be rendered and the facilities to be provided by Citibank hereunder, the Trust shall pay to Citibank from the assets of the Fund a management fee computed daily and paid monthly at an annual rate equal to 0.70% of the Fund's average daily net assets for the Fund's then-current fiscal year. If Citibank provides services hereunder for less than the whole of any period specified in this Section 3, the compensation to Citibank shall be accordingly adjusted and prorated. 4. Covenants of Citibank. Citibank agrees that it will not deal with itself, or with the Trustees of the Trust or the Trust's principal underwriter or distributor, as principals in making purchases or sales of securities or other property for the account of the Fund, except as permitted by the 1940 Act, will not take a long or short position in shares of beneficial interest in the Fund except as permitted by the Declaration, and will comply with all other provisions of the Declaration and By-Laws and the then-current Registration Statement applicable to the Fund relative to Citibank and its directors and officers. 5. Limitation of Liability of Citibank. Citibank shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. As used in this Section 5, the term "Citibank" shall include directors, officers and employees of Citibank as well as Citibank itself. 6. Activities of Citibank. The services of Citibank to the Fund are not to be deemed to be exclusive, Citibank being free to render investment advisory, administrative and/or other services to others. It is understood that Trustees, officers, and shareholders of the Trust are or may be or may become interested in Citibank, as directors, officers, employees, or otherwise and that directors, officers and employees of Citibank are or may become similarly interested in the Trust and that Citibank may be or may become interested in the Trust as a shareholder or otherwise. 7. Duration, Termination and Amendments of this Agreement. This Agreement shall become effective as of the day and year first above written, shall govern the relations between the parties hereto thereafter and shall remain in force until August 8, 1999, on which date it will terminate unless its continuance after August 8, 1999 is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of Citibank at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time without the payment of any penalty by the Trustees or by the "vote of a majority of the outstanding voting securities" of the Fund, or by Citibank, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment." This Agreement may be amended only if such amendment is approved by the "vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). The terms "specifically approved at least annually," "vote of a majority of the outstanding voting securities," "assignment," "affiliated person," and "interested persons," when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. Each party acknowledges and agrees that all obligations of the Trust under this Agreement are binding only with respect to the Fund; that any liability of the Trust under this Agreement, or in connection with the transactions contemplated herein, shall be discharged only out of the assets of the Fund; and that no other series of the Trust shall be liable with respect to this Agreement or in connection with the transactions contemplated herein. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Declaration and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually. 8. Governing Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts. 9. Use of Name. The Trust hereby acknowledges that any and all rights in or to the name "Citi" which exist on the date of this Agreement or which may arise hereafter are, and under any and all circumstances shall continue to be, the sole property of Citibank; that Citibank may assign any or all of such rights to another party or parties without the consent of the Trust; and that Citibank may permit other parties, including other investment companies, to use the word "Citi" in their names. If Citibank, or its assignee as the case may be, ceases to serve as the adviser to and administrator of the Trust, the Trust hereby agrees to take promptly any and all actions which are necessary or desirable to change its name so as to delete the word "Citi." IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written. LANDMARK FIXED INCOME FUNDS CITIBANK, N.A. By: Philip Coolidge By: Lawrence Keblusek Title: President Title: U.S. C.I.O. EX-99.B6(A) 3 SHORT TERM US GOVT. CLASS A DIST. AGMT. Exhibit 6(a) FORM OF AMENDED AND RESTATED DISTRIBUTION AGREEMENT AGREEMENT, dated as of June 24, 1986 and amended and restated as of _________ __, 19__, by and between CitiFunds Fixed Income Trust (formerly, Landmark Fixed Income Funds), a Massachusetts business trust (the "Trust"), and CFBDS, Inc., a Massachusetts corporation ("Distributor"). This Agreement relates solely to Shares of Beneficial Interest designated "Class A." WHEREAS, the Trust engages in business as an openend management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Trust's shares of beneficial interest ("Shares") are divided into separate series representing interests in separate funds of securities and other assets; WHEREAS, the Trust wishes to retain the services of a distributor for Class A Shares of each of the Trust's series listed on Exhibit A hereto (the "Funds") and has registered the Shares of the Funds under the Securities Act of 1933, as amended (the "1933 Act"); WHEREAS, the Trust has adopted an Amended and Restated Distribution Plan pursuant to Rule 12b1 under the 1940 Act (the "Distribution Plan") and may enter into related agreements providing for the distribution and servicing of Shares of the Funds; WHEREAS, Distributor has agreed to act as distributor of the Class A Shares of the Funds for the period of this Agreement; NOW, THEREFORE, it is hereby agreed between the parties hereto as follows: 1. Appointment of Distributor. (a) The Trust hereby appoints Distributor its exclusive agent for the distribution of Class A Shares of the Funds in jurisdictions wherein such Shares may be legally offered for sale; provided, however, that the Trust in its absolute discretion may issue Shares of the Funds in connection with (i) the payment or reinvestment of dividends or distributions; (ii) any merger or consolidation of the Trust or of the Funds with any other investment company or trust or any personal holding company, or the acquisition of the assets of any such entity or another series of the Trust; or (iii) any offer of exchange permitted by Section 11 of the 1940 Act. (b) Distributor hereby accepts such appointment as exclusive agent for the distribution of Class A Shares of the Funds and agrees that it will sell the Shares as agent for the Trust at prices determined as hereinafter provided and on the terms hereinafter set forth, all according to the then-current prospectus and statement of additional information of each Fund (collectively, the "Prospectus" and the "Statement of Additional Information"), applicable laws, rules and regulations and the Declaration of Trust of the Trust. Distributor agrees to use its best efforts to solicit orders for the sale of Shares of the Funds, and agrees to transmit promptly to the Trust (or to the transfer agent of the Funds, if so instructed in writing by the Trust) any orders received by it for purchase or redemption of Shares. (c) Distributor may sell Shares of the Funds to or through qualified securities dealers, financial institutions or others. Distributor will require each dealer or other such party to conform to the provisions of this Agreement, the Prospectus, the Statement of Additional Information and applicable law; and neither Distributor nor any such dealers or others shall withhold the placing of purchase orders for Shares so as to make a profit thereby. (d) Distributor shall order Shares of the Funds from the Trust only to the extent that it shall have received unconditional purchase orders therefor. Distributor will not make, or authorize any dealers or others to make: (i) any short sales of Shares; or (ii) any sales of Shares to any Trustee or officer of the Trust, any officer or director of Distributor or any corporation or association furnishing investment advisory, managerial or supervisory services to the Trust, or to any such corporation or association, unless such sales are made in accordance with the Prospectus and the Statement of Additional Information. (e) Distributor is not authorized by the Trust to give any information or make any representations regarding Shares of the Funds, except such information or representations as are contained in the Prospectus, the Statement of Additional Information or advertisements and sales literature prepared by or on behalf of the Trust for Distributor's use. (f) The Trust agrees to execute any and all documents, to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust's officers in connection with the qualification of Shares of each Fund for sale in such states as Distributor and the Trust agree. (g) No Shares of any Fund shall be offered by either Distributor or the Trust under this Agreement, and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust, if and so long as the effectiveness of the Trust's then current registration statement as to Shares of that Fund or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus for Shares of that Fund as required by Section 10 of the 1933 Act is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph (g) shall in any way restrict the Trust's obligation to repurchase any Shares from any shareholder in accordance with the provisions of the applicable Fund's Prospectus or charter documents. (h) Notwithstanding any provision hereof, the Trust may terminate, suspend or withdraw the offering of Shares of any Fund whenever, in its sole discretion, it deems such action to be desirable. 2. Offering Price of Shares. All Fund Shares sold under this Agreement shall be sold at the public offering price per Share in effect at the time of the sale, as described in the Prospectus. The public offering price of the Class A Shares of each Fund shall be the net asset value of such Shares plus the amount of any applicable sales charge, as provided in the Prospectus. The excess, if any, of the public offering price of the Shares over the net asset value of the Shares, and any contingent deferred sales charge applicable to Class A Shares of any Fund as set forth in the applicable Fund's Prospectus, may be paid to, or retained by, the Distributor, securities dealers, financial institutions (including banks) and others, as partial compensation for their services in connection with the sale of Class A Shares. At no time shall the Trust receive less than the full net asset value of the Shares of each Fund, determined in the manner set forth in the Prospectus and the Statement of Additional Information. Distributor also may receive such compensation under the Trust's Distribution Plan for Class A Shares as may be authorized by the Trustees of the Trust from time to time. 3. Furnishing of Information. (a) The Trust shall furnish to Distributor copies of any information, financial statements and other documents that Distributor may reasonably request for use in connection with the sale of Shares of the Funds under this Agreement. The Trust shall also make available a sufficient number of copies of the Funds' Prospectus and Statement of Additional Information for use by the Distributor. (b) The Trust agrees to advise Distributor immediately in writing: (i) of any request by the Securities and Exchange Commission for amendments to any registration statement concerning a Fund or to a Prospectus or for additional information; (ii) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of any such registration statement or Prospectus or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in any such registration statement or Prospectus or which requires the making of a change in such registration statement or Prospectus in order to make the statements therein not misleading; and (iv) of all actions of the Securities and Exchange Commission with respect to any amendments to any such registration statement or Prospectus which may from time to time be filed with the Securities and Exchange Commission. 4. Expenses. (a) The Trust will pay or cause to be paid the following expenses: organization costs of the Funds; compensation of Trustees who are not "affiliated persons" of the Distributor; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Funds; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Funds, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Funds (including but not limited to the fees of independent pricing services); expenses of meetings of shareholders; expenses relating to the issuance, registration and qualification of shares; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto. (b) Except as otherwise provided in this Agreement and except to the extent such expenses are borne by the Trust pursuant to the Distribution Plan, Distributor will pay or cause to be paid all expenses connected with its own qualification as a dealer under state and federal laws and all other expenses incurred by Distributor in connection with the sale of Shares of each Fund as contemplated by this Agreement. (c) Distributor shall prepare and deliver reports to the Trustees of the Trust on a regular basis, at least quarterly, showing the expenditures with respect to each Fund pursuant to the Distribution Plan and the purposes therefor, as well as any supplemental reports that the Trustees of the Trust, from time to time, may reasonably request. 5. Repurchase of Shares. Distributor as agent and for the account of the Trust may repurchase Shares of the Funds offered for resale to it and redeem such Shares at their net asset value, subject to the imposition of any deferred sales charge. 6. Indemnification by the Trust. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Distributor, the Trust agrees to indemnify Distributor, its officers and directors, and any person which controls Distributor within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the registration statement for any Fund, any Prospectus or Statement of Additional Information, or any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor. Nothing herein contained shall require the Trust to take any action contrary to any provision of its Declaration of Trust or any applicable statute or regulation. 7. Indemnification by Distributor. Distributor agrees to indemnify the Trust, its officers and Trustees and any person which controls the Trust within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the registration statement for any Fund, any Prospectus or Statement of Additional Information, or any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor; and (ii) any act or deed of Distributor or its sales representatives that has not been authorized by the Trust in any Prospectus or Statement of Additional Information or by this Agreement. 8. Term and Termination. (a) Unless terminated as herein provided, this Agreement shall continue in effect as to each Fund until November 13, 1999 and shall continue in effect for successive periods of one year, but only so long as each such continuance is specifically approved by votes of a majority of both the Trustees of the Trust and the Trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party and who have no direct or indirect financial interest in this Agreement or in the operation of the Distribution Plan or in any agreement related thereto ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement may be terminated as to any Fund on not less than thirty days' nor more than sixty days' written notice to the other party. (c) This Agreement shall automatically terminate in the event of its assignment (as defined in the 1940 Act). 9. Limitation of Liability. The obligations of the Trust hereunder shall not be binding upon any of the Trustees, officers or shareholders of the Trust personally, but shall bind only the assets and property of the particular Fund in question, and not any other Fund or series of the Trust. The term "CitiFunds Fixed Income Trust" means and refers to the Trustees from time to time serving under the Declaration of Trust of the Trust, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts. The execution and delivery of this Agreement has been authorized by the Trustees, and this Agreement has been signed on behalf of the Trust by an authorized officer of the Trust, acting as such and not individually, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Trust as provided in the Declaration of Trust. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the provisions of the 1940 Act. IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. CitiFunds Fixed Income Trust By:_______________________________ CFBDS, Inc. By:_______________________________ Exhibit A Funds CitiFunds Short-Term U.S. Government Income Portfolio EX-99.B6(B) 4 INTERM. & DIVERSIFIED CLASS A DIST. AGMT. Exhibit 6(b) FORM OF AMENDED AND RESTATED DISTRIBUTION AGREEMENT AGREEMENT, dated as of June 24, 1986 and amended and restated as of _________ __, 19__, by and between CitiFunds Fixed Income Trust (formerly, Landmark Fixed Income Funds), a Massachusetts business trust (the "Trust"), and CFBDS, Inc., a Massachusetts corporation ("Distributor"). This Agreement relates solely to (i) Shares of Beneficial Interest of each series of the Trust with Shares that are not divided into classes and (ii) Shares of Beneficial Interest of each series of the Trust that are divided into classes which are designated "Class A" ("Shares"). WHEREAS, the Trust engages in business as an openend management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Trust's shares of beneficial interest are divided into separate series representing interests in separate funds of securities and other assets; WHEREAS, the Trust wishes to retain the services of a distributor for Shares of each of the Trust's series listed on Exhibit A hereto (the "Funds") and has registered the Shares of the Funds under the Securities Act of 1933, as amended (the "1933 Act"); WHEREAS, the Trust has adopted an Amended and Restated Service Plan pursuant to Rule 12b1 under the 1940 Act (the "Service Plan") and may enter into related agreements providing for the distribution and servicing of Shares of the Funds; WHEREAS, Distributor has agreed to act as distributor of the Shares of the Funds for the period of this Agreement; NOW, THEREFORE, it is hereby agreed between the parties hereto as follows: 1. Appointment of Distributor. (a) The Trust hereby appoints Distributor its exclusive agent for the distribution of Shares of the Funds in jurisdictions wherein such Shares may be legally offered for sale; provided, however, that the Trust in its absolute discretion may issue Shares of the Funds in connection with (i) the payment or reinvestment of dividends or distributions; (ii) any merger or consolidation of the Trust or of the Funds with any other investment company or trust or any personal holding company, or the acquisition of the assets of any such entity or another series of the Trust; or (iii) any offer of exchange permitted by Section 11 of the 1940 Act. (b) Distributor hereby accepts such appointment as exclusive agent for the distribution of Shares of the Funds and agrees that it will sell the Shares as agent for the Trust at prices determined as hereinafter provided and on the terms hereinafter set forth, all according to the then-current prospectus and statement of additional information of each Fund (collectively, the "Prospectus" and the "Statement of Additional Information"), applicable laws, rules and regulations and the Declaration of Trust of the Trust. Distributor agrees to use its best efforts to solicit orders for the sale of Shares of the Funds, and agrees to transmit promptly to the Trust (or to the transfer agent of the Funds, if so instructed in writing by the Trust) any orders received by it for purchase or redemption of Shares. (c) Distributor may sell Shares of the Funds to or through qualified securities dealers, financial institutions or others. Distributor will require each dealer or other such party to conform to the provisions of this Agreement, the Prospectus, the Statement of Additional Information and applicable law; and neither Distributor nor any such dealers or others shall withhold the placing of purchase orders for Shares so as to make a profit thereby. (d) Distributor shall order Shares of the Funds from the Trust only to the extent that it shall have received unconditional purchase orders therefor. Distributor will not make, or authorize any dealers or others to make: (i) any short sales of Shares; or (ii) any sales of Shares to any Trustee or officer of the Trust, any officer or director of Distributor or any corporation or association furnishing investment advisory, managerial or supervisory services to the Trust, or to any such corporation or association, unless such sales are made in accordance with the Prospectus and the Statement of Additional Information. (e) Distributor is not authorized by the Trust to give any information or make any representations regarding Shares of the Funds, except such information or representations as are contained in the Prospectus, the Statement of Additional Information or advertisements and sales literature prepared by or on behalf of the Trust for Distributor's use. (f) The Trust agrees to execute any and all documents, to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust's officers in connection with the qualification of Shares of each Fund for sale in such states as Distributor and the Trust agree. (g) No Shares of any Fund shall be offered by either Distributor or the Trust under this Agreement, and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust, if and so long as the effectiveness of the Trust's then current registration statement as to Shares of that Fund or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus for Shares of that Fund as required by Section 10 of the 1933 Act is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph (g) shall in any way restrict the Trust's obligation to repurchase any Shares from any shareholder in accordance with the provisions of the applicable Fund's Prospectus or charter documents. (h) Notwithstanding any provision hereof, the Trust may terminate, suspend or withdraw the offering of Shares of any Fund whenever, in its sole discretion, it deems such action to be desirable. 2. Offering Price of Shares. All Fund Shares sold under this Agreement shall be sold at the public offering price per Share in effect at the time of the sale, as described in the Prospectus. The public offering price of the Shares of each Fund shall be the net asset value of such Shares plus the amount of any applicable sales charge, as provided in the Prospectus. The excess, if any, of the public offering price of the Shares over the net asset value of the Shares, and any contingent deferred sales charge applicable to Shares of any Fund as set forth in the applicable Fund's Prospectus, may be paid to, or retained by, the Distributor, securities dealers, financial institutions (including banks) and others, as partial compensation for their services in connection with the sale of Shares. At no time shall the Trust receive less than the full net asset value of the Shares of each Fund, determined in the manner set forth in the Prospectus and the Statement of Additional Information. Distributor also may receive such compensation under the Trust's Service Plan for Shares as may be authorized by the Trustees of the Trust from time to time. 3. Furnishing of Information. (a) The Trust shall furnish to Distributor copies of any information, financial statements and other documents that Distributor may reasonably request for use in connection with the sale of Shares of the Funds under this Agreement. The Trust shall also make available a sufficient number of copies of the Funds' Prospectus and Statement of Additional Information for use by the Distributor. (b) The Trust agrees to advise Distributor immediately in writing: (i) of any request by the Securities and Exchange Commission for amendments to any registration statement concerning a Fund or to a Prospectus or for additional information; (ii) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of any such registration statement or Prospectus or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in any such registration statement or Prospectus or which requires the making of a change in such registration statement or Prospectus in order to make the statements therein not misleading; and (iv) of all actions of the Securities and Exchange Commission with respect to any amendments to any such registration statement or Prospectus which may from time to time be filed with the Securities and Exchange Commission. 4. Expenses. (a) The Trust will pay or cause to be paid the following expenses: organization costs of the Funds; compensation of Trustees who are not "affiliated persons" of the Distributor; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Funds; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Funds, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Funds (including but not limited to the fees of independent pricing services); expenses of meetings of shareholders; expenses relating to the issuance, registration and qualification of shares; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto. (b) Except as otherwise provided in this Agreement and except to the extent such expenses are borne by the Trust pursuant to the Service Plan, Distributor will pay or cause to be paid all expenses connected with its own qualification as a dealer under state and federal laws and all other expenses incurred by Distributor in connection with the sale of Shares of each Fund as contemplated by this Agreement. (c) Distributor shall prepare and deliver reports to the Trustees of the Trust on a regular basis, at least quarterly, showing the expenditures with respect to each Fund pursuant to the Service Plan and the purposes therefor, as well as any supplemental reports that the Trustees of the Trust, from time to time, may reasonably request. 5. Repurchase of Shares. Distributor as agent and for the account of the Trust may repurchase Shares of the Funds offered for resale to it and redeem such Shares at their net asset value, subject to the imposition of any deferred sales charge. 6. Indemnification by the Trust. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Distributor, the Trust agrees to indemnify Distributor, its officers and directors, and any person which controls Distributor within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the registration statement for any Fund, any Prospectus or Statement of Additional Information, or any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor. Nothing herein contained shall require the Trust to take any action contrary to any provision of its Declaration of Trust or any applicable statute or regulation. 7. Indemnification by Distributor. Distributor agrees to indemnify the Trust, its officers and Trustees and any person which controls the Trust within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the registration statement for any Fund, any Prospectus or Statement of Additional Information, or any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor; and (ii) any act or deed of Distributor or its sales representatives that has not been authorized by the Trust in any Prospectus or Statement of Additional Information or by this Agreement. 8. Term and Termination. (a) Unless terminated as herein provided, this Agreement shall continue in effect as to each Fund until November 13, 1999 and shall continue in effect for successive periods of one year, but only so long as each such continuance is specifically approved by votes of a majority of both the Trustees of the Trust and the Trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party and who have no direct or indirect financial interest in this Agreement or in the operation of the Service Plan or in any agreement related thereto ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement may be terminated as to any Fund on not less than thirty days' nor more than sixty days' written notice to the other party. (c) This Agreement shall automatically terminate in the event of its assignment (as defined in the 1940 Act). 9. Limitation of Liability. The obligations of the Trust hereunder shall not be binding upon any of the Trustees, officers or shareholders of the Trust personally, but shall bind only the assets and property of the particular Fund in question, and not any other Fund or series of the Trust. The term "CitiFunds Fixed Income Trust" means and refers to the Trustees from time to time serving under the Declaration of Trust of the Trust, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts. The execution and delivery of this Agreement has been authorized by the Trustees, and this Agreement has been signed on behalf of the Trust by an authorized officer of the Trust, acting as such and not individually, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Trust as provided in the Declaration of Trust. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the provisions of the 1940 Act. IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. CitiFunds Fixed Income Trust By:_______________________________ CFBDS, Inc. By:_______________________________ Exhibit A Funds CitiFunds Intermediate Income Portfolio CitiFunds Diversified Income Portfolio EX-99.B6(C) 5 INTERM. & DIVERSIFIED INCOME CLASS B DIST. AGMT Exhibit 6(c) FORM OF DISTRIBUTION AGREEMENT AGREEMENT, dated as of ________ __, 199_, by and between CitiFunds Fixed Income Trust (formerly, Landmark Fixed Income Funds), a Massachusetts business trust (the "Trust"), and CFBDS, Inc., a Massachusetts corporation ("Distributor"). This Agreement relates solely to Shares of Beneficial Interest designated "Class B." WHEREAS, the Trust engages in business as an openend management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Trust's shares of beneficial interest ("Shares") are divided into separate series representing interests in separate funds of securities and other assets; WHEREAS, the Trust wishes to retain the services of a distributor for Class B Shares of each of the Trust's series listed on Exhibit A hereto (the "Funds") and has registered the Shares of the Funds under the Securities Act of 1933, as amended (the "1933 Act"); WHEREAS, the Trust has adopted a Service Plan pursuant to Rule 12b1 under the 1940 Act (the "Service Plan") and may enter into related agreements providing for the distribution and servicing of Shares of the Funds; WHEREAS, Distributor has agreed to act as distributor of the Class B Shares of the Funds for the period of this Agreement; NOW, THEREFORE, it is hereby agreed between the parties hereto as follows: 1. Appointment of Distributor. (a) The Trust hereby appoints Distributor its exclusive agent for the distribution of Class B Shares of the Funds in jurisdictions wherein such Shares may be legally offered for sale; provided, however, that the Trust in its absolute discretion may issue Shares of the Funds in connection with (i) the payment or reinvestment of dividends or distributions; (ii) any merger or consolidation of the Trust or of the Funds with any other investment company or trust or any personal holding company, or the acquisition of the assets of any such entity or another series of the Trust; or (iii) any offer of exchange permitted by Section 11 of the 1940 Act. (b) Distributor hereby accepts such appointment as exclusive agent for the distribution of Class B Shares of the Funds and agrees that it will sell the Shares as agent for the Trust at prices determined as hereinafter provided and on the terms hereinafter set forth, all according to the then-current prospectus and statement of additional information of each Fund (collectively, the "Prospectus" and the "Statement of Additional Information"), applicable laws, rules and regulations and the Declaration of Trust of the Trust. Distributor agrees to use its best efforts to solicit orders for the sale of Shares of the Funds, and agrees to transmit promptly to the Trust (or to the transfer agent of the Funds, if so instructed in writing by the Trust) any orders received by it for purchase or redemption of Shares. (c) Distributor may sell Shares of the Funds to or through qualified securities dealers, financial institutions or others. Distributor will require each dealer or other such party to conform to the provisions of this Agreement, the Prospectus, the Statement of Additional Information and applicable law; and neither Distributor nor any such dealers or others shall withhold the placing of purchase orders for Shares so as to make a profit thereby. (d) Distributor shall order Shares of the Funds from the Trust only to the extent that it shall have received unconditional purchase orders therefor. Distributor will not make, or authorize any dealers or others to make: (i) any short sales of Shares; or (ii) any sales of Shares to any Trustee or officer of the Trust, any officer or director of Distributor or any corporation or association furnishing investment advisory, managerial or supervisory services to the Trust, or to any such corporation or association, unless such sales are made in accordance with the Prospectus and the Statement of Additional Information. (e) Distributor is not authorized by the Trust to give any information or make any representations regarding Shares of the Funds, except such information or representations as are contained in the Prospectus, the Statement of Additional Information or advertisements and sales literature prepared by or on behalf of the Trust for Distributor's use. (f) The Trust agrees to execute any and all documents, to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Trust's officers in connection with the qualification of Shares of each Fund for sale in such states as Distributor and the Trust agree. (g) No Shares of any Fund shall be offered by either Distributor or the Trust under this Agreement, and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust, if and so long as the effectiveness of the Trust's then current registration statement as to Shares of that Fund or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus for Shares of that Fund as required by Section 10 of the 1933 Act is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph (g) shall in any way restrict the Trust's obligation to repurchase any Shares from any shareholder in accordance with the provisions of the applicable Fund's Prospectus or charter documents. (h) Notwithstanding any provision hereof, the Trust may terminate, suspend or withdraw the offering of Shares of any Fund whenever, in its sole discretion, it deems such action to be desirable. 2. Offering Price of Shares. All Fund Shares sold under this Agreement shall be sold at the public offering price per Share in effect at the time of the sale, as described in the Prospectus. The public offering price of the Class B Shares of each Fund shall be the net asset value of such Shares, as provided in the Prospectus. Any contingent deferred sales charge applicable to Class B Shares of any Fund as set forth in the applicable Fund's Prospectus, may be paid to, or retained by, the Distributor, securities dealers, financial institutions (including banks) and others, as partial compensation for their services in connection with the sale of Class B Shares. At no time shall the Trust receive less than the full net asset value of the Shares of each Fund, determined in the manner set forth in the Prospectus and the Statement of Additional Information. Distributor also may receive such compensation under the Trust's Service Plan for Class B Shares as may be authorized by the Trustees of the Trust from time to time. 3. Furnishing of Information. (a) The Trust shall furnish to Distributor copies of any information, financial statements and other documents that Distributor may reasonably request for use in connection with the sale of Shares of the Funds under this Agreement. The Trust shall also make available a sufficient number of copies of the Funds' Prospectus and Statement of Additional Information for use by the Distributor. (b) The Trust agrees to advise Distributor immediately in writing: (i) of any request by the Securities and Exchange Commission for amendments to any registration statement concerning a Fund or to a Prospectus or for additional information; (ii) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of any such registration statement or Prospectus or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in any such registration statement or Prospectus or which requires the making of a change in such registration statement or Prospectus in order to make the statements therein not misleading; and (iv) of all actions of the Securities and Exchange Commission with respect to any amendments to any such registration statement or Prospectus which may from time to time be filed with the Securities and Exchange Commission. 4. Expenses. (a) The Trust will pay or cause to be paid the following expenses: organization costs of the Funds; compensation of Trustees who are not "affiliated persons" of the Distributor; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Funds; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Funds, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Funds (including but not limited to the fees of independent pricing services); expenses of meetings of shareholders; expenses relating to the issuance, registration and qualification of shares; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto. (b) Except as otherwise provided in this Agreement and except to the extent such expenses are borne by the Trust pursuant to the Service Plan, Distributor will pay or cause to be paid all expenses connected with its own qualification as a dealer under state and federal laws and all other expenses incurred by Distributor in connection with the sale of Shares of each Fund as contemplated by this Agreement. (c) Distributor shall prepare and deliver reports to the Trustees of the Trust on a regular basis, at least quarterly, showing the expenditures with respect to each Fund pursuant to the Service Plan and the purposes therefor, as well as any supplemental reports that the Trustees of the Trust, from time to time, may reasonably request. 5. Repurchase of Shares. Distributor as agent and for the account of the Trust may repurchase Shares of the Funds offered for resale to it and redeem such Shares at their net asset value, subject to the imposition of any deferred sales charge. 6. Indemnification by the Trust. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Distributor, the Trust agrees to indemnify Distributor, its officers and directors, and any person which controls Distributor within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the registration statement for any Fund, any Prospectus or Statement of Additional Information, or any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor. Nothing herein contained shall require the Trust to take any action contrary to any provision of its Declaration of Trust or any applicable statute or regulation. 7. Indemnification by Distributor. Distributor agrees to indemnify the Trust, its officers and Trustees and any person which controls the Trust within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the registration statement for any Fund, any Prospectus or Statement of Additional Information, or any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor; and (ii) any act or deed of Distributor or its sales representatives that has not been authorized by the Trust in any Prospectus or Statement of Additional Information or by this Agreement. 8. Term and Termination. (a) Unless terminated as herein provided, this Agreement shall continue in effect as to each Fund until November 13, 1999 and shall continue in effect for successive periods of one year, but only so long as each such continuance is specifically approved by votes of a majority of both the Trustees of the Trust and the Trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party and who have no direct or indirect financial interest in this Agreement or in the operation of the Service Plan or in any agreement related thereto ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement may be terminated as to any Fund on not less than thirty days' nor more than sixty days' written notice to the other party. (c) This Agreement shall automatically terminate in the event of its assignment (as defined in the 1940 Act). 9. Limitation of Liability. The obligations of the Trust hereunder shall not be binding upon any of the Trustees, officers or shareholders of the Trust personally, but shall bind only the assets and property of the particular Fund in question, and not any other Fund or series of the Trust. The term "CitiFunds Fixed Income Trust " means and refers to the Trustees from time to time serving under the Declaration of Trust of the Trust, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts. The execution and delivery of this Agreement has been authorized by the Trustees, and this Agreement has been signed on behalf of the Trust by an authorized officer of the Trust, acting as such and not individually, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Trust as provided in the Declaration of Trust. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the provisions of the 1940 Act. IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. CitiFunds Fixed Income Trust By:_______________________________ CFBDS, Inc. By:_______________________________ Exhibit A Funds CitiFunds Intermediate Income Portfolio CitiFunds Diversified Income Portfolio EX-99.B10 6 LEGAL OPINION Exhibit 10 BINGHAM DANA LLP 150 Federal Street Boston, Massachusetts 02110 December 16, 1998 CitiFunds Fixed Income Trust 21 Milk Street, 5th Floor Boston, Massachusetts 02109 Ladies and Gentlemen: We have acted as counsel to CitiFunds Fixed Income Trust, a Massachusetts business trust (the "Trust"), in connection with the Trust's Registration Statement on Form N-1A and Post-Effective Amendment No. 27 thereto filed with the Securities and Exchange Commission on December 16, 1998 (as amended, the "Registration Statement"), with respect to the Class A and Class B shares (the "Shares") of the separate series of the Trust designated as CitiFunds Short-Term U.S. Government Income Portfolio, CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio (collectively, the "Funds"). In connection with this opinion, we have examined the following described documents: (a) the Registration Statement; (b) a certificate of the Secretary of State of the Commonwealth of Massachusetts as to the existence of the Trust; (c) copies, certified by the Secretary of State of the Commonwealth of Massachusetts, of the Trust's Declaration of Trust and of all amendments thereto on file in the office of the Secretary of State; and (d) a certificate executed by the President of the Trust, certifying as to, and attaching copies of, the Trust's By-Laws and certain votes of the Trustees of the Trust authorizing the issuance of the Shares. In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, the authenticity and completeness of all documents reviewed by us in original or copy form and the legal competence of each individual executing any document. This opinion is based entirely on our review of the documents listed above. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents. This opinion is limited solely to the laws of the Commonwealth of Massachusetts (other than the Massachusetts Uniform Securities Act, as to which we express no opinion) as applied by courts in such Commonwealth to the extent such laws may apply to or govern the matters covered by this opinion. We understand that all of the foregoing assumptions and limitations are acceptable to you. Based upon and subject to the foregoing, please be advised that it is our opinion that the Shares, when issued and sold in accordance with the Registration Statement and the Trust's Declaration of Trust and By-laws, will be legally issued, fully paid and non-assessable, except that, as set forth in the Registration Statement, shareholders of the Funds may under certain circumstances be held personally liable for the Trust's obligations. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Bingham Dana LLP BINGHAM DANA LLP EX-99.B11 7 ACCOUNTANTS' CONSENT Exhibit 11 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post Effective Amendment No. 27 to Registration Statement No. 33-6540 of CitiFunds Fixed Income Trust of our report dated January 30, 1998 appearing in the annual report to shareholders for the year ended December 31, 1997 of CitiFunds Intermediate Income Portfolio, (a separate series of CitiFunds Fixed Income Trust), and to the references to us under the headings "Condensed Financial Information" in the Prospectus and "Independent Accountants and Financial Statements" in the Statement of Additional Information, both of which are part of such Registration Statement. Deloitte & Touche LLP Boston, Massachusetts December 11, 1998 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus and Statement of Additional Information constituting parts of this Post-Effective Amendment No. 27 to the registration statement on Form N-1A (the "Registration Statement") of CitiFunds Fixed Income Trust (formerly Landmark Fixed Income Funds) of our report dated February 2, 1998, relating to the financial statements and financial highlights of CitiFunds Short-Term U.S. Government Income Portfolio (formerly Landmark U.S. Government Income Fund) appearing in the December 31, 1997 Annual Report of Landmark U.S. Government Income Fund, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Condensed Financial Information" and "Counsel and Independent Auditors" in the Prospectus and under the headings "Auditors" and "Independent Accountants and Financial Statements" in the Statement of Additional Information. PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts December 14, 1998 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Statement of Additional Information constituting part of this Post-Effective Amendment No. 27 to the registration statement on Form N-1A (the "Registration Statement") of CitiFunds Fixed Income Trust (formerly Landmark Fixed Income Funds) of our report dated February 2, 1998, relating to the financial statements and financial highlights of the Government Income Portfolio appearing in the December 31, 1997 Annual Report of Landmark U.S. Government Income Fund, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Auditors" and "Independent Accountants and Financial Statements" in the Statement of Additional Information. PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Chartered Accountants Toronto, Ontario December 14, 1998 EX-99.B15(A) 8 SHORT-TERM US GOVT. CLASS A DIST. PLAN Exhibit 15(a) FORM OF AMENDED AND RESTATED DISTRIBUTION PLAN DISTRIBUTION PLAN, dated as of June 24, 1986 and amended and restated effective as of __________ __, 199_, of CitiFunds Fixed Income Trust, a Massachusetts business trust (the "Trust"), with respect to shares of beneficial interest of its series CitiFunds Short-Term U.S. Government Income Portfolio and any other series of the Trust adopting this plan (the "Series"). This Plan relates solely to shares of beneficial interest of each Series which are designated "Class A" ("Shares"). WHEREAS, the Trust engages in business as an openend management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Trust's shares of beneficial interest are divided into separate series representing interests in separate funds of securities and other assets; WHEREAS, the Trust intends to distribute Shares in accordance with Rule 12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of distribution pursuant to Rule 12b-1; WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement relating hereto (the "NonInterested Trustees"), having determined, in the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that this Plan will benefit the Trust and the shareholders of the Series, have approved this Plan by votes cast at a meeting called for the purpose of voting hereon and on any agreements related hereto; WHEREAS, an initial sales charge may be paid by investors who purchase Shares, and CFBDS, Inc. (the "Distributor"), broker-dealers, banks and other financial intermediaries may receive such sales charge as partial compensation for their services in connection with the sale of Shares; WHEREAS, each Series or the Distributor may impose certain deferred sales charges in connection with the repurchase of Shares by such Series, and the Series may pay to the Distributor, dealers and others, or the Series may permit such persons to retain, as the case may be, all or any portion of such deferred sales charges; NOW, THEREFORE, the Trust hereby adopts this Plan as a plan of distribution in accordance with Rule 12b-1 under the 1940 Act, with the terms of the Plan being as follows: 1. Distribution and Servicing Activities. Subject to the supervision of the Trustees of the Trust, the Trust may: (a) engage, directly or indirectly, in any activities primarily intended to result in the sale of Shares of the Series, which activities may include, but are not limited to (i) payments to the Trust's Distributor for distribution services, (ii) payments to securities dealers, financial institutions (which may include banks) and others in respect of the sale of Shares of the Series, (iii) payments for advertising, marketing or other promotional activity, and (iv) payments for preparation, printing, and distribution of prospectuses and statements of additional information and reports of the Trust for recipients other than regulators and existing shareholders of the Trust; and (b) make payments, directly or indirectly, to the Trust's Distributor, securities dealers, financial institutions (which may include banks) and others for providing personal service and/or the maintenance of shareholder accounts. The Trust is authorized to engage in the activities listed above either directly or through other persons with which the Trust has entered into agreements related to this Plan. 2. Sales Charges. It is understood that, under certain circumstances, an initial sales charge may be paid by investors who purchase Shares of each Series, and the Series may pay to the Distributor, securities dealers, financial institutions (including banks) and others, or the Series may permit such persons to retain, as the case may be, such sales charge as partial compensation for their services in connection with the sale of Shares. It is also understood that, under certain circumstances, each Series or the Distributor may impose certain deferred sales charges in connection with the repurchase of Shares of such Series, and the Series may pay to the Distributor, securities dealers, financial institutions (including banks) and others, or the Series may permit such persons to retain, as the case may be, all or any portion of such deferred sales charges. 3. Maximum Expenditures. In addition to the sales charges discussed in Section 2 above, as consideration for services performed and expenses incurred in the performance of its obligations under the Distribution Agreement with the Distributor, except in connection with print or electronic media advertising, the Trust shall pay the Distributor from the assets of each Series a distribution fee periodically at an annual rate not to exceed 0.15% of the average daily net assets represented by Shares for its then-current fiscal year. The Trust may also make payments directly to securities dealers, financial institutions (including banks) and others in respect of the sale of Shares of each Series and for providing personal service and/or the maintenance of shareholder accounts, provided that the aggregate amount of such payments made pursuant to this Plan, when added to the distribution fee paid pursuant to the immediately preceding sentence, shall not exceed 0.15% of the average daily net assets represented by Shares of each Series for its then-current fiscal year. The Trust shall pay the Distributor an additional fee from the assets of each Series at an annual rate not to exceed 0.05% of the average daily assets represented by Shares of each Series for its then-current fiscal year 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 such Series. As partial consideration for the personal services and/or account maintenance services performed by each broker-dealer, bank or other financial intermediary in the performance of its obligations under its dealer or agency agreement with the Distributor, each Series (excluding CitiFunds Short-Term U.S. Government Income Portfolio) may pay each broker-dealer, bank or other financial intermediary a service fee periodically at a rate not to exceed 0.25% per annum of the portion of the average daily net assets of such Series that is represented by Shares that are owned by investors for whom such broker-dealer, bank or other financial intermediary is the holder or intermediary of record ("Service Fees"). That portion of each such Series' average daily net assets on which the fees payable under this paragraph are calculated may be subject to certain minimum amount requirements as may be determined and additional or different dealer qualification standards that may be established from time to time by the Series or the Distributor. The Distributor shall be entitled to be paid any fees payable under this paragraph with respect to Shares for which no intermediary of record exists or qualification standards have not been met as partial consideration for personal services and/or account maintenance services provided by the Distributor with respect to the Shares. The Service Fees payable pursuant to this paragraph may from time to time be paid by each Series either to the Distributor and the Distributor will then pay these fees on behalf of such Series, or directly to the applicable broker-dealer, bank or other financial intermediary. 4. Trust's Expenses. The Trust shall pay all expenses of its operations, including the following, and such expenses shall not constitute expenditures under this Plan: organization costs of each Series; compensation of Trustees; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Series; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Series, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Series (including but not limited to the fees of independent pricing services); expenses of meetings of shareholders; expenses relating to the issuance, registration and qualification of shares; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto. 5. Term and Termination. (a) Unless terminated as herein provided, this Plan shall continue in effect until November 13, 1999 and shall continue in effect for successive periods of one year, but only so long as each such continuance is specifically approved by votes of a majority of both the Trustees of the Trust and the Non-Interested Trustees, cast in person at a meeting called for the purpose of voting on such approval. (b) This Plan may be terminated at any time with respect to any Series by a vote of a majority of the NonInterested Trustees or by a vote of a majority of the outstanding voting securities, as defined in the 1940 Act, of Shares of the applicable Series. 6. Amendments. This Plan may not be amended to increase materially the maximum expenditures permitted by Section 3 hereof unless such amendment is approved by a vote of the majority of the outstanding voting securities, as defined in the 1940 Act, of Shares of the applicable Series, and no material amendment to this Plan shall be made unless approved in the manner provided for annual renewal of this Plan in Section 5(a) hereof. 7. Selection and Nomination of Trustees. While this Plan is in effect, the selection and nomination of the Non-Interested Trustees of the Trust shall be committed to the discretion of such Non-Interested Trustees. 8. Quarterly Reports. The Treasurer of the Trust shall provide to the Trustees of the Trust and the Trustees shall review quarterly a written report of the amounts expended pursuant to this Plan and any related agreement and the purposes for which such expenditures were made. 9. Recordkeeping. The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 8 hereof, for a period of not less than six years from the date of this Plan. Any such related agreement or such reports for the first two years will be maintained in an easily accessible place. 10. Governing Law. This Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the provisions of the 1940 Act. EX-99.B15(B) 9 INTERM. & DIVERSIFIED CLASS A SERVICE PLAN Exhibit 15(b) FORM OF AMENDED AND RESTATED SERVICE PLAN SERVICE PLAN, dated as of August 8, 1997 and amended and restated effective as of __________ __, 199_, of CitiFunds Fixed Income Trust, a Massachusetts business trust (the "Trust"), with respect to shares of beneficial interest of its series CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio and any other series of the Trust adopting this plan (the "Series"). This Plan relates solely to (i) shares of beneficial interest of the Series that are not divided into Classes and (ii) shares of beneficial interest of each of the Series that are divided into Classes which are designated "Class A" ("Shares"). WHEREAS, the Trust engages in business as an openend management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Trust's shares of beneficial interest are divided into separate series representing interests in separate funds of securities and other assets; WHEREAS, the Trust intends to distribute Shares in accordance with Rule 12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of distribution pursuant to Rule 12b-1; WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement relating hereto (the "NonInterested Trustees"), having determined, in the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that this Plan will benefit the Trust and the shareholders of the Series, have approved this Plan by votes cast at a meeting called for the purpose of voting hereon and on any agreements related hereto; WHEREAS, an initial sales charge may be paid by investors who purchase Shares, and CFBDS, Inc. (the "Distributor"), broker-dealers, banks and other financial intermediaries may receive such sales charge as partial compensation for their services in connection with the sale of Shares; WHEREAS, each Series or the Distributor may impose certain deferred sales charges in connection with the repurchase of Shares by such Series, and the Series may pay to the Distributor, dealers and others, or the Series may permit such persons to retain, as the case may be, all or any portion of such deferred sales charges; NOW, THEREFORE, the Trust hereby adopts this Plan as a plan of distribution in accordance with Rule 12b-1 under the 1940 Act, with the terms of the Plan being as follows: 1. Distribution and Servicing Activities. Subject to the supervision of the Trustees of the Trust, the Trust may: (a) engage, directly or indirectly, in any activities primarily intended to result in the sale of Shares of the Series, which activities may include, but are not limited to (i) payments to the Trust's Distributor for distribution services, (ii) payments to securities dealers, financial institutions (which may include banks) and others in respect of the sale of Shares of the Series, (iii) payments for advertising, marketing or other promotional activity, and (iv) payments for preparation, printing, and distribution of prospectuses and statements of additional information and reports of the Trust for recipients other than regulators and existing shareholders of the Trust; and (b) make payments, directly or indirectly, to the Trust's Distributor, securities dealers, financial institutions (which may include banks) and others for providing personal service and/or the maintenance of shareholder accounts. The Trust is authorized to engage in the activities listed above either directly or through other persons with which the Trust has entered into agreements related to this Plan. 2. Sales Charges. It is understood that, under certain circumstances, an initial sales charge may be paid by investors who purchase Shares of each Series, and the Series may pay to the Distributor, securities dealers, financial institutions (including banks) and others, or the Series may permit such persons to retain, as the case may be, such sales charge as partial compensation for their services in connection with the sale of Shares. It is also understood that, under certain circumstances, each Series or the Distributor may impose certain deferred sales charges in connection with the repurchase of Shares of such Series, and the Series may pay to the Distributor, securities dealers, financial institutions (including banks) and others, or the Series may permit such persons to retain, as the case may be, all or any portion of such deferred sales charges. 3. Maximum Expenditures. The expenditures to be made by the Trust pursuant to this Plan and the basis upon which payment of such expenditures will be made shall be determined by the Trustees of the Trust, but in no event may such expenditures exceed an amount calculated at the rate of 0.25% per annum of the average daily net assets of the Shares of each Series. Payments pursuant to this Plan may be made directly by the Trust to the Distributor or to other persons with which the Trust has entered into agreements related to this Plan. For purposes of determining the fees payable under this Plan, the value of each Series' average daily net assets shall be computed in the manner specified in the applicable Series' then-current prospectus and statement of additional information. 4. Trust's Expenses. The Trust shall pay all expenses of its operations, including the following, and such expenses shall not constitute expenditures under this Plan: organization costs of each Series; compensation of Trustees; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Series; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Series, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Series (including but not limited to the fees of independent pricing services); expenses of meetings of shareholders; expenses relating to the issuance, registration and qualification of shares; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto. 5. Term and Termination. (a) Unless terminated as herein provided, this Plan shall continue in effect until November 13, 1999 and shall continue in effect for successive periods of one year, but only so long as each such continuance is specifically approved by votes of a majority of both the Trustees of the Trust and the Non-Interested Trustees, cast in person at a meeting called for the purpose of voting on such approval. (b) This Plan may be terminated at any time with respect to any Series by a vote of a majority of the NonInterested Trustees or by a vote of a majority of the outstanding voting securities, as defined in the 1940 Act, of Shares of the applicable Series. 6. Amendments. This Plan may not be amended to increase materially the maximum expenditures permitted by Section 3 hereof unless such amendment is approved by a vote of the majority of the outstanding voting securities, as defined in the 1940 Act, of Shares of the applicable Series, and no material amendment to this Plan shall be made unless approved in the manner provided for annual renewal of this Plan in Section 5(a) hereof. 7. Selection and Nomination of Trustees. While this Plan is in effect, the selection and nomination of the Non-Interested Trustees of the Trust shall be committed to the discretion of such Non-Interested Trustees. 8. Quarterly Reports. The Treasurer of the Trust shall provide to the Trustees of the Trust and the Trustees shall review quarterly a written report of the amounts expended pursuant to this Plan and any related agreement and the purposes for which such expenditures were made. 9. Recordkeeping. The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 8 hereof, for a period of not less than six years from the date of this Plan. Any such related agreement or such reports for the first two years will be maintained in an easily accessible place. 10. Governing Law. This Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the provisions of the 1940 Act. EX-99.B15(C) 10 INTERM. & DIVERSIF'D INCOME CLASS B SERVICE PL. Exhibit 15(c) FORM OF SERVICE PLAN SERVICE PLAN, dated as of _________ __, ____, of CitiFunds Fixed Income Trust, a Massachusetts business trust (the "Trust"), with respect to shares of beneficial interest of its series CitiFunds Intermediate Income Portfolio and CitiFunds Diversified Income Portfolio and any other series of the Trust adopting this plan (the "Series"). This Plan relates solely to shares of beneficial interest of each Series which are designated "Class B" ("Shares"). WHEREAS, the Trust engages in business as an openend management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Trust's shares of beneficial interest are divided into separate series representing interests in separate funds of securities and other assets; WHEREAS, the Trust intends to distribute Shares in accordance with Rule 12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of distribution pursuant to Rule 12b-1; WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement relating hereto (the "NonInterested Trustees"), having determined, in the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Section 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that this Plan will benefit the Trust and the shareholders of the Series, have approved this Plan by votes cast at a meeting called for the purpose of voting hereon and on any agreements related hereto; WHEREAS, each Series or CFBDS, Inc. (the "Distributor") may impose certain deferred sales charges in connection with the repurchase of Shares by such Series, and the Series may pay to the Distributor, dealers and others, or the Series may permit such persons to retain, as the case may be, all or any portion of such deferred sales charges; NOW, THEREFORE, the Trust hereby adopts this Plan as a plan of distribution in accordance with Rule 12b-1 under the 1940 Act, with the terms of the Plan being as follows: 1. Distribution and Servicing Activities. Subject to the supervision of the Trustees of the Trust, the Trust may: (a) engage, directly or indirectly, in any activities primarily intended to result in the sale of Shares of the Series, which activities may include, but are not limited to (i) payments to the Trust's Distributor for distribution services, (ii) payments to securities dealers, financial institutions (which may include banks) and others in respect of the sale of Shares of the Series, (iii) payments for advertising, marketing or other promotional activity, and (iv) payments for preparation, printing, and distribution of prospectuses and statements of additional information and reports of the Trust for recipients other than regulators and existing shareholders of the Trust; and (b) make payments, directly or indirectly, to the Trust's Distributor, securities dealers, financial institutions (which may include banks) and others for providing personal service and/or the maintenance of shareholder accounts. The Trust is authorized to engage in the activities listed above either directly or through other persons with which the Trust has entered into agreements related to this Plan. 2. Sales Charges. It is understood that, under certain circumstances, each Series or the Distributor may impose certain deferred sales charges in connection with the repurchase of Shares of such Series, and the Series may pay to the Distributor, securities dealers, financial institutions (including banks) and others, or the Series may permit such persons to retain, as the case may be, all or any portion of such deferred sales charges. 3. Maximum Expenditures. The expenditures to be made by the Trust pursuant to this Plan and the basis upon which payment of such expenditures will be made shall be determined by the Trustees of the Trust, but in no event may such expenditures exceed an amount calculated at the rate of 0.75% per annum of the average daily net assets of the Shares of each Series. Payments pursuant to this Plan may be made directly by the Trust to the Distributor or to other persons with which the Trust has entered into agreements related to this Plan. For purposes of determining the fees payable under this Plan, the value of each Series' average daily net assets shall be computed in the manner specified in the applicable Series' then-current prospectus and statement of additional information. 4. Trust's Expenses. The Trust shall pay all expenses of its operations, including the following, and such expenses shall not constitute expenditures under this Plan: organization costs of each Series; compensation of Trustees; governmental fees; interest charges; loan commitment fees; taxes; membership dues in industry associations allocable to the Trust; fees and expenses of independent auditors, legal counsel and any transfer agent, distributor, shareholder servicing agent, registrar or dividend disbursing agent of the Trust; expenses of issuing and redeeming shares of beneficial interest and servicing shareholder accounts; expenses of preparing, typesetting, printing and mailing prospectuses, statements of additional information, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to existing shareholders of the Series; expenses connected with the execution, recording and settlement of security transactions; insurance premiums; fees and expenses of the custodian for all services to the Series, including safekeeping of funds and securities and maintaining required books and accounts; expenses of calculating the net asset value of the Series (including but not limited to the fees of independent pricing services); expenses of meetings of shareholders; expenses relating to the issuance, registration and qualification of shares; and such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust may be a party and the legal obligation which the Trust may have to indemnify its Trustees and officers with respect thereto. 5. Term and Termination. (a) This Plan shall become effective as to a Series upon (i) approval by a vote of at least a majority of the outstanding voting securities (as defined in the 1940 Act) of Shares of the particular Series, and (ii) approval by a majority of the Trustees of the Trust and a majority of the Non-Interested Trustees cast in person at a meeting called for the purpose of voting on this Plan. Unless terminated as herein provided, this Plan shall continue in effect until November 13, 1999 and shall continue in effect for successive periods of one year, but only so long as each such continuance is specifically approved by votes of a majority of both the Trustees of the Trust and the Non-Interested Trustees, cast in person at a meeting called for the purpose of voting on such approval. (b) This Plan may be terminated at any time with respect to any Series by a vote of a majority of the NonInterested Trustees or by a vote of a majority of the outstanding voting securities, as defined in the 1940 Act, of Shares of the applicable Series. 6. Amendments. This Plan may not be amended to increase materially the maximum expenditures permitted by Section 3 hereof unless such amendment is approved by a vote of the majority of the outstanding voting securities, as defined in the 1940 Act, of Shares of the applicable Series, and no material amendment to this Plan shall be made unless approved in the manner provided for annual renewal of this Plan in Section 5(a) hereof. 7. Selection and Nomination of Trustees. While this Plan is in effect, the selection and nomination of the Non-Interested Trustees of the Trust shall be committed to the discretion of such Non-Interested Trustees. 8. Quarterly Reports. The Treasurer of the Trust shall provide to the Trustees of the Trust and the Trustees shall review quarterly a written report of the amounts expended pursuant to this Plan and any related agreement and the purposes for which such expenditures were made. 9. Recordkeeping. The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 8 hereof, for a period of not less than six years from the date of this Plan. Any such related agreement or such reports for the first two years will be maintained in an easily accessible place. 10. Governing Law. This Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the provisions of the 1940 Act. EX-99.B18 11 MULTIPLE CLASS PLAN Exhibit 18 CITIFUNDS FIXED INCOME TRUST FORM OF MULTIPLE CLASS PLAN MULTIPLE CLASS PLAN, dated as of November 13, 1998, of CitiFunds Fixed Income Trust, 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. 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) __________. 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. EX-99.B25(B) 12 TPP POWERS OF ATTORNEY Exhibit 25(b) THE PREMIUM PORTFOLIOS The undersigned hereby constitutes and appoints Philip W. Coolidge, John R. Elder, Susan Jakuboski, Tamie Ebanks-Cunningham, Molly S. Mugler and Linda T. Gibson, and each of them, with full powers of substitution as his true and lawful attorneys and agents to execute in his name and on his behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, filed by The Premium Portfolios (on behalf of each of its series now or hereinafter created) (the "Registrant") with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, the Registration Statements on Form N-1A, and any and all amendments thereto, to be executed by the Registrant and filed by another registrant with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, or under the Securities Act of 1933, as amended, and any and all other instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Registrant to comply with the Investment Company Act of 1940, as amended, the rules, regulations and requirements of the Securities and Exchange Commission, and the securities or Blue Sky laws of any state or other jurisdiction; and the undersigned hereby ratifies and confirms as his own act and deed any and all that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of August, 1998. C. Oscar Morong, Jr. - ------------------------ C. Oscar Morong, Jr. At Paget, Bermuda THE PREMIUM PORTFOLIOS The undersigned hereby constitutes and appoints Philip W. Coolidge, Susan Jakuboski, Tamie Ebanks-Cunningham, Molly S. Mugler and Linda T. Gibson, and each of them, with full powers of substitution as his true and lawful attorneys and agents to execute in his name and on his behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, filed by The Premium Portfolios (on behalf of each of its series now or hereinafter created) (the "Registrant") with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, the Registration Statements on Form N-1A, and any and all amendments thereto, to be executed by the Registrant and filed by another registrant with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, or under the Securities Act of 1933, as amended, and any and all other instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Registrant to comply with the Investment Company Act of 1940, as amended, the rules, regulations and requirements of the Securities and Exchange Commission, and the securities or Blue Sky laws of any state or other jurisdiction; and the undersigned hereby ratifies and confirms as his own act and deed any and all that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of August, 1998. John R. Elder - ------------------------ John R. Elder At Paget, Bermuda THE PREMIUM PORTFOLIOS The undersigned hereby constitutes and appoints Philip W. Coolidge, John R. Elder, Susan Jakuboski, Tamie Ebanks-Cunningham, Molly S. Mugler and Linda T. Gibson, and each of them, with full powers of substitution as his true and lawful attorneys and agents to execute in his name and on his behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, filed by The Premium Portfolios (on behalf of each of its series now or hereinafter created) (the "Registrant") with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, the Registration Statements on Form N-1A, and any and all amendments thereto, to be executed by the Registrant and filed by another registrant with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, or under the Securities Act of 1933, as amended, and any and all other instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Registrant to comply with the Investment Company Act of 1940, as amended, the rules, regulations and requirements of the Securities and Exchange Commission, and the securities or Blue Sky laws of any state or other jurisdiction; and the undersigned hereby ratifies and confirms as his own act and deed any and all that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of August, 1998. Elliott J. Berv - ------------------------ Elliott J. Berv At Paget, Bermuda THE PREMIUM PORTFOLIOS The undersigned hereby constitutes and appoints Philip W. Coolidge, John R. Elder, Susan Jakuboski, Tamie Ebanks-Cunningham, Molly S. Mugler and Linda T. Gibson, and each of them, with full powers of substitution as his true and lawful attorneys and agents to execute in his name and on his behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, filed by The Premium Portfolios (on behalf of each of its series now or hereinafter created) (the "Registrant") with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, the Registration Statements on Form N-1A, and any and all amendments thereto, to be executed by the Registrant and filed by another registrant with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, or under the Securities Act of 1933, as amended, and any and all other instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Registrant to comply with the Investment Company Act of 1940, as amended, the rules, regulations and requirements of the Securities and Exchange Commission, and the securities or Blue Sky laws of any state or other jurisdiction; and the undersigned hereby ratifies and confirms as his own act and deed any and all that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of August, 1998. Mark T. Finn - ------------------------ Mark T. Finn At Paget, Bermuda THE PREMIUM PORTFOLIOS The undersigned hereby constitutes and appoints Philip W. Coolidge, John R. Elder, Susan Jakuboski, Tamie Ebanks-Cunningham, Molly S. Mugler and Linda T. Gibson, and each of them, with full powers of substitution as his true and lawful attorneys and agents to execute in his name and on his behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, filed by The Premium Portfolios (on behalf of each of its series now or hereinafter created) (the "Registrant") with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, the Registration Statements on Form N-1A, and any and all amendments thereto, to be executed by the Registrant and filed by another registrant with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, or under the Securities Act of 1933, as amended, and any and all other instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Registrant to comply with the Investment Company Act of 1940, as amended, the rules, regulations and requirements of the Securities and Exchange Commission, and the securities or Blue Sky laws of any state or other jurisdiction; and the undersigned hereby ratifies and confirms as his own act and deed any and all that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of August, 1998. Walter E. Robb, III - ------------------------ Walter E. Robb, III At Paget, Bermuda THE PREMIUM PORTFOLIOS The undersigned hereby constitutes and appoints John R. Elder, Susan Jakuboski, Tamie Ebanks-Cunningham, Molly S. Mugler and Linda T. Gibson, and each of them, with full powers of substitution as his true and lawful attorneys and agents to execute in his name and on his behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, filed by The Premium Portfolios (on behalf of each of its series now or hereinafter created) (the "Registrant") with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, the Registration Statements on Form N-1A, and any and all amendments thereto, to be executed by the Registrant and filed by another registrant with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, or under the Securities Act of 1933, as amended, and any and all other instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Registrant to comply with the Investment Company Act of 1940, as amended, the rules, regulations and requirements of the Securities and Exchange Commission, and the securities or Blue Sky laws of any state or other jurisdiction; and the undersigned hereby ratifies and confirms as his own act and deed any and all that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day of August, 1998. Philip W. Coolidge - ------------------------ Philip W. Coolidge At Paget, Bermuda THE PREMIUM PORTFOLIOS The undersigned hereby constitutes and appoints Philip W. Coolidge, John R. Elder, Susan Jakuboski, Tamie Ebanks-Cunningham, Molly S. Mugler and Linda T. Gibson, and each of them, with full powers of substitution as his true and lawful attorneys and agents to execute in his name and on his behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, filed by The Premium Portfolios (on behalf of each of its series now or hereinafter created) (the "Registrant") with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, the Registration Statements on Form N-1A, and any and all amendments thereto, to be executed by the Registrant and filed by another registrant with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, or under the Securities Act of 1933, as amended, and any and all other instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Registrant to comply with the Investment Company Act of 1940, as amended, the rules, regulations and requirements of the Securities and Exchange Commission, and the securities or Blue Sky laws of any state or other jurisdiction; and the undersigned hereby ratifies and confirms as his own act and deed any and all that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 1st day of September, 1998. E. Kirby Warren - ------------------------ E. Kirby Warren At Hamilton, Bermuda -----END PRIVACY-ENHANCED MESSAGE-----