Exhibit d(5)

                 FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACT

         THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT, dated as of the 1st day of
April, 2001, between Citibank, N.A., a national banking association ("Assignor")
and Citigroup Mutual Fund Management Inc., a Delaware corporation ("Assignee").

         WHEREAS Assignor is party to investment advisory and subadvisory
agreements relating to the accounts listed on Annex A (the "Agreements") and
wishes to assign such Agreements to the Assignee.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and confirmed, the parties hereto
agree as follows:

         1. Assignment. Assignor does hereby assign to Assignee all rights,
interests and benefits of the Assignor thereunder.

         2. Assumption. Assignee hereby accepts the foregoing assignment of each
such Agreement and assumes and undertakes to discharge, perform and be liable
for such obligations of Assignor under each such Agreement for the period
beginning on the date hereof.

         3. Consents. If the account party to which a particular Agreement
relates executes the acknowledgment on the signature page hereto, such
acknowledgment shall release Assignor from any and all obligations under such
Agreement for the period beginning on the date hereof.

         4. Miscellaneous. This Assignment and Assumption may be executed in
separate counterparts, each of which shall be deemed an original and all of
which taken together constitute one and the same instrument.











         IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment and Assumption as of the date first written above.

CITIGROUP MUTUAL FUND                                CITIBANK, N.A.
MANAGEMENT INC.


                                                 
By:                                                  By:
   -----------------------------------------            --------------------------------------------------
     Name:                                                Name:
     Title:                                               Title:





Acknowledged and Agreed as of the date hereof:


CitiFunds Trust II, on behalf of
  Smith Barney Diversified Large Cap Growth Fund
  Smith Barney Small Cap Growth Opportunities Fund


By:
   -------------------------------
     Name:
     Title:

CitiFunds Trust II, on behalf of
  Citi Cash Reserves
  Citi US Treasury Reserves


By:
   -------------------------------
     Name:
     Title:

CitiFunds Fixed Income Trust, on behalf of
  Citi Short-Term U.S. Government Income Fund


By:
   -------------------------------
     Name:
     Title:

                                       2









Citifunds Premium Trust, on behalf of
  Citi Premium Liquid Reserves
  Citi Premium U.S. Treasury Reserves


By:
   -------------------------------
     Name:
     Title:

CitiFunds Multi-State Tax Free Trust, on behalf of
  Citi New York Tax Free Reserves
  Citi California Tax Free Reserves
  Citi Connecticut Tax Free Reserves


By:
   -------------------------------
     Name:
     Title:

CitiFunds Institutional Trust, on behalf of
  Citi Institutional Liquid Reserves
  Citi Institutional U.S. Treasury Reserves
  Citi Institutional Tax Free Reserves
  Citi Institutional Cash Reserves


By:
   -------------------------------
     Name:
     Title:

CitiFunds Tax Free Income Trust, on behalf of
  Citi New York Tax Free Income Fund
  Citi National Tax Free Income Fund
  Citi California Tax Free Income Fund


By:
   -------------------------------
     Name:
     Title:

                                       3









CitiFunds Tax Free Reserves


By:
   -------------------------------
     Name:
     Title:

CitiFunds International Trust, on behalf of
Smith Barney International Large Cap Fund


By:
   -------------------------------
     Name:
     Title:

Cash Reserves Portfolio


By:
   -------------------------------
     Name:
     Title:

Tax Free Reserves Portfolio


By:
   -------------------------------
     Name:
     Title:

U.S. Treasury Reserves Portfolio


By:
   -------------------------------
     Name:
     Title:

                                       4








The Premium Portfolios, on behalf of
  Government Income Portfolio
  International Equity Portfolio
  Large Cap Growth Portfolio
  Small Cap Growth Portfolio


By:
   -------------------------------
     Name:
     Title:

Variable Annuity Portfolios, on behalf of
  CitiSelect VIP Folio 200
  CitiSelect VIP Folio 300
  CitiSelect VIP Folio 400
  CitiSelect VIP Folio 500
  CitiFunds Small Cap Growth VIP Portfolio


By:
   -------------------------------
    Name:
    Title:

VAP Master Portfolios, on behalf of
  VAP Large Cap Growth Portfolio
  VAP Large Cap Value Portfolio
  VAP Small Cap Growth Portfolio
  VAP Small Cap Value Portfolio
  VAP U.S. Fixed Income Portfolio
  VAP Foreign Bond Portfolio
  VAP International Equity Portfolio
  VAP High Yield Portfolio


By:
   -------------------------------
    Name:
    Title:

                                       5









Smith Barney Sector Series, Inc., on behalf of
  Financial Services Fund
  Health Sciences Fund
  Technology Fund


By:
   -------------------------------
     Name:
     Title:

Salomon Brothers Series Funds, Inc., on behalf of
  International Equity Fund
  Large Cap Growth Fund


By:
   -------------------------------
     Name:
     Title:

                                       6








                                     Annex A

                                  List of Funds

CitiFunds Trust II
-     Smith Barney Diversified Large Cap Growth Fund
-     Smith Barney Small Cap Growth Opportunities Fund

CitiFunds Trust II
-     Citi Cash Reserves
-     Citi US Treasury Reserves

CitiFunds Fixed Income Trust
-     Citi Short-Term U.S. Government Income Fund

Citifunds Premium Trust
-     Citi Premium Liquid Reserves
-     Citi Premium U.S. Treasury Reserves

CitiFunds Multi-State Tax Free Trust
-     Citi New York Tax Free Reserves
-     Citi California Tax Free Reserves
-     Citi Connecticut Tax Free Reserves

CitiFunds Institutional Trust
-     Citi Institutional Liquid Reserves
-     Citi Institutional U.S. Treasury Reserves
-     Citi Institutional Tax Free Reserves
-     Citi Institutional Cash Reserves

CitiFunds Tax Free Income Trust
-     Citi New York Tax Free Income Fund
-     Citi National Tax Free Income Fund
-     Citi California Tax Free Income Fund

CitiFunds Tax Free Reserves

CitiFunds International Trust
-     Smith Barney International Large Cap Fund

Cash Reserves Portfolio

Tax Free Reserves Portfolio

                                       7









U.S. Treasury Reserves Portfolio

The Premium Portfolios
-     Government Income Portfolio
-     International Equity Portfolio
-     Large Cap Growth Portfolio
-     Small Cap Growth Portfolio

Variable Annuity Portfolios
-     CitiSelect VIP Folio 200
-     CitiSelect VIP Folio 300
-     CitiSelect VIP Folio 400
-     CitiSelect VIP Folio 500
-     CitiFunds Small Cap Growth VIP Portfolio

VAP Master Portfolios
-     VAP Large Cap Growth Portfolio
-     VAP Large Cap Value Portfolio
-     VAP Small Cap Growth Portfolio
-     VAP Small Cap Value Portfolio
-     VAP U.S. Fixed Income Portfolio
-     VAP Foreign Bond Portfolio
-     VAP International Equity Portfolio
-     VAP High Yield Portfolio

Smith Barney Sector Series, Inc.
-     Financial Services Fund
-     Health Sciences Fund
-     Technology Fund

Salomon Brothers Series Funds, Inc.
-     International Equity Fund
-     Large Cap Growth Fund

                                       8