SMITH BARNEY INVESTMENT TRUST
                                 AMENDMENT NO. 9
                                       TO

              THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT

     AMENDMENT NO. 9 to the First Amended and Restated Master Trust Agreement
dated as of February 28, 1998 (the "Agreement") of Smith Barney Investment Trust
(the "Trust"), made as of the 27th day of June 2002 for effectiveness as of the
Effective Date (as defined below).

                                   WITNESSETH:

     WHEREAS, Article VII, Section 7.3 of the Agreement provides that the
Agreement may be amended at any time, so long as such amendment does not
adversely affect the rights of any shareholder and so long as such amendment is
not in contravention of applicable law, including the Investment Company Act of
1940, as amended, by an instrument in writing signed by an officer of the Trust
pursuant to a vote of a majority of the Trustees; and

     WHEREAS, on June 27, 2002, a majority of the Trustees voted to redesignate
the "Class L" shares of each of the Smith Barney Intermediate Maturity
California Municipals Fund and Smith Barney Intermediate Maturity New York
Municipals Fund Sub-Trusts as "Class O" shares, and to establish a new class of
shares of each of the Smith Barney Intermediate Maturity California Municipals
Fund and Smith Barney Intermediate Maturity New York Municipals Fund Sub-Trusts;
such new class of shares to be designated as "Class L", such redesignation and
designation of classes to become effective upon the effectiveness of the
post-effective amendment or amendments to the Trust's registration statement on
Form N-1A reflecting such redesignation or designation, as the case may be (the
"Effective Date").

     WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 9 to the Agreement; and

     NOW, THEREFORE, the Agreement is hereby amended as follows:

     1. The first paragraph of Article IV, Section 4.2 of the Agreement is
        hereby amended to read in pertinent part as follows:

"Section 4.2 Establishment and Designation of Sub-Trusts. Without limiting the
authority of the Trustees set forth in Section 4.1 to establish and designate
any further Sub-Trusts and classes, the Trustees hereby establish and designate
the following Sub-Trusts and classes thereof: Smith Barney Intermediate Maturity
California Municipals Fund, Smith Barney Intermediate Maturity New York
Municipals Fund, Smith Barney Large Capitalization Growth Fund, Smith Barney S&P
500 Index Fund and Smith Barney Mid Cap Core Fund, each of which, except for
Smith Barney S&P 500 Index Fund, shall consist of one class designated as Class
A, and solely with respect to the Smith Barney



S&P 500 Index Fund, a class designated as Smith Barney Shares, and solely with
respect to Smith Barney Intermediate Maturity California Municipals Fund, Smith
Barney Intermediate Maturity New York Municipals Fund, Smith Barney Large
Capitalization Growth Fund and Smith Barney Mid Cap Core Fund, additional
classes designated as Class B, Class L and Class Y shares, and solely with
respect to the Smith Barney S&P 500 Index Fund, a class designated as Citi
Shares, and solely with respect to Smith Barney Mid Cap Core Fund, Smith Barney
Large Capitalization Growth Fund and Smith Barney S&P 500 Index Fund an
additional class designated as Class Z shares; and solely with respect to the
Smith Barney Mid Cap Core Fund, an additional class designated as Class 1
shares, and solely with respect to Smith Barney Intermediate Maturity California
Municipals Fund and Smith Barney Intermediate Maturity New York Municipals Fund,
an additional class designated as Class O shares. The Shares of such Sub-Trusts
and classes thereof and any Shares of any further Sub-Trust or classes that may
from time to time be established and designated by the Trustees shall (unless
the Trustees otherwise determine with respect to some further Sub-Trust or class
at the time of establishing and designating the same) have the following
relative rights and preferences:"

     The undersigned hereby certifies that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Agreement.

     IN WITNESS WHEREOF, the undersigned has hereto set his hands as of the day
and year first above written.

                                                 Smith Barney INVESTMENT TRUST

                                                 By:
                                                    ----------------------------
                                                      Name:  Michael Kocur
                                                      Title: Assistant Secretary