EX-99.D14 6 dex99d14.txt ASSIGNMENT OF SUBADVISORY AGREEMENT EXHIBIT 99(D)(14) 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: 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: 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: 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: 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: 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 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