As filed with the Securities and Exchange Commission on December 16, 1998
File Nos. 2-90519
811-4007
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 TRUST II*
(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 Growth & Income Portfolio, Large
Cap Growth Portfolio and Small Cap Growth Portfolio, and Asset Allocation
Portfolios, on behalf of Small Cap Value Portfolio, have also executed this
registration statement.
- --------------------------------------------------------------------------
* Formerly, Landmark Funds II.
<PAGE>
The Prospectus dated March 2, 1998 of CitiFunds Large Cap Growth Portfolio is
incorporated in this Post-Effective Amendment No. 27 by reference to the
Prospectus of CitiFunds Large Cap Growth Portfolio filed by the Registrant
pursuant to Rule 497(c) under the Securities Act of 1933, as amended (File No.
2-90519), with the Securities and Exchange Commission on March 2, 1998.
The Prospectus dated March 2, 1998 of CitiFunds Small Cap Growth Portfolio, as
supplemented August 24, 1998, is incorporated in this Post-Effective Amendment
No. 27 by reference to the Prospectus of CitiFunds Small Cap Growth Portfolio
filed by the Registrant pursuant to Rule 497(c) under the Securities Act of
1933, as amended (File No. 2-90519), with the Securities and Exchange
Commission on March 2, 1998 and to the supplement to the Prospectus of
CitiFunds Small Cap Growth Portfolio filed by the Registrant pursuant to Rule
497(e) under the Securities Act of 1933, as amended (File No. 2-90519), with
the Securities and Exchange Commission on August 24, 1998.
The Prospectus dated January 7, 1998 of CitiFunds Small Cap Value Portfolio, as
supplemented January 7, 1998, is incorporated in this Post-Effective Amendment
No. 27 by reference to the Prospectus and supplement of CitiFunds Small Cap
Value Portfolio filed by the Registrant pursuant to Rule 497(c) under the
Securities Act of 1933, as amended (File No. 2-90519), with the Securities and
Exchange Commission on February 2, 1998.
The Prospectus dated January 7, 1998 of CitiFunds Growth & Income Portfolio, as
supplemented January 7, 1998, is incorporated in this Post-Effective Amendment
No. 27 by reference to the Prospectus and supplement of CitiFunds Growth &
Income Portfolio filed by the Registrant pursuant to Rule 497(c) under the
Securities Act of 1933, as amended (File No. 2-90519), with the Securities and
Exchange Commission on February 2, 1998.
The Prospectus dated September 14, 1998 of CitiFunds Diversified U.S. Equity
Portfolio is incorporated in this Post-Effective Amendment No. 27 by reference
to the Prospectus of CitiFunds Diversified U.S. Equity Portfolio filed by the
Registrant pursuant to Rule 485(a) under the Securities Act of 1933, as amended
(File No. 2-90519), with the Securities and Exchange Commission on June 30,
1998.
<PAGE>
The Statement of Additional Information dated March 2, 1998 of CitiFunds Large
Cap Growth Portfolio is incorporated in this Post-Effective Amendment No. 27 by
reference to the Statement of Additional Information of CitiFunds Large Cap
Growth Portfolio filed by the Registrant pursuant to Rule 497(c) under the
Securities Act of 1933, as amended (File No. 2-90519), with the Securities and
Exchange Commission on March 2, 1998.
The Statement of Additional Information dated March 2, 1998 of CitiFunds Small
Cap Growth Portfolio is incorporated in this Post-Effective Amendment No. 27 by
reference to the Statement of Additional Information of CitiFunds Small Cap
Growth Portfolio filed by the Registrant pursuant to Rule 497(c) under the
Securities Act of 1933, as amended (File No. 2-90519), with the Securities and
Exchange Commission on March 2, 1998.
The Statement of Additional Information dated January 7, 1998 of CitiFunds
Small Cap Value Portfolio is incorporated in this Post-Effective Amendment No.
27 by reference to the Statement of Additional Information of CitiFunds Small
Cap Value Portfolio filed by the Registrant pursuant to Rule 497(c) under the
Securities Act of 1933, as amended (File No. 2-90519), with the Securities and
Exchange Commission on February 2, 1998.
The Statement of Additional Information dated January 7, 1998 of CitiFunds
Growth & Income Portfolio is incorporated in this Post-Effective Amendment No.
27 by reference to the Statement of Additional Information of CitiFunds Growth
& Income Portfolio filed by the Registrant pursuant to Rule 497(c) under the
Securities Act of 1933, as amended (File No. 2-90519), with the Securities and
Exchange Commission on February 2, 1998.
The Statement of Additional Information dated September 14, 1998 of CitiFunds
Diversified U.S. Equity Portfolio is incorporated in this Post-Effective
Amendment No. 27 by reference to the Statement of Additional Information of
CitiFunds Diversified U.S. Equity Portfolio filed by the Registrant pursuant to
Rule 485(a) under the Securities Act of 1933, as amended (File No. 2-90519),
with the Securities and Exchange Commission on June 30, 1998.
<PAGE>
SUPPLEMENT DATED JANUARY 4, 1999
TO
PROSPECTUSES DATED MARCH 2, 1998 FOR
CITIFUNDSSM LARGE CAP GROWTH PORTFOLIO AND
CITIFUNDSSM SMALL CAP GROWTH PORTFOLIO
AND
PROSPECTUSES DATED JANUARY 7, 1998 FOR
CITIFUNDSSM SMALL CAP VALUE PORTFOLIO AND
CITIFUNDSSM GROWTH & INCOME PORTFOLIO
AND
PROSPECTUS DATED SEPTEMBER 14, 1998 FOR
CITIFUNDSSM DIVERSIFIED U.S. EQUITY PORTFOLIO
Beginning on January 4, 1999, CitiFunds Large Cap Growth Portfolio,
CitiFunds Small Cap Growth Portfolio, CitiFunds Small Cap Value Portfolio,
CitiFunds Growth & Income Portfolio and CitiFunds Diversified U.S. Equity
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 and their underlying Portfolios. For more information on the costs and
expenses of each Fund, see "Management" and "General Information - Expenses" in
each Fund's Prospectus.*
<PAGE>
SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B
Maximum sales load imposed on purchases
(as a percentage of offering price) 5.00% 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 5.00%
Redemption fee none none
Exchange fee none none
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
CITIFUNDS CITIFUNDS CITIFUNDS CITIFUNDS CITIFUNDS
LARGE CAP SMALL CAP SMALL CAP GROWTH & DIVERSIFIED
GROWTH GROWTH VALUE INCOME U.S. EQUITY
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ANNUAL FUND
OPERATING
EXPENSES (AS A
PERCENTAGE OF
AVERAGE NET
ASSETS)
- --------------------------------------------------------------------------------------------------------
Management Fees
(after fee waivers
and
reimbursements)
(1)(2)
0.70% 0.70% 0.85% 0.85% 1.00% 1.00% 0.80% 0.80% 0.95% 0.95%
- --------------------------------------------------------------------------------------------------------
12b-1 Fees
(including service
fees) (3) 0.25% 1.00% 0.25% 1.00% 0.25% 1.00% 0.25% 1.00% 0.25% 1.00%
- --------------------------------------------------------------------------------------------------------
Other Expenses
(after fee waivers
and
reimbursements)(2) 0.10% 0.10% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.20% 0.20%
- --------------------------------------------------------------------------------------------------------
Total Fund
Operating Expenses
(after fee waivers
and
reimbursements)(2) 1.05% 1.80% 1.35% 2.10% 1.50% 2.25% 1.30% 2.05% 1.40% 2.15%
- --------------------------------------------------------------------------------------------------------
</TABLE>
* 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 Large Cap Growth Portfolio and CitiFunds Small Cap Growth
Portfolio is based on each Fund's expenses for the fiscal year ended
October 31, 1997, as revised to reflect current fees. Because CitiFund
Small Cap Value Portfolio, CitiFunds Growth & Income Portfolio and
CitiFunds Diversified U.S. Equity Portfolio are 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 Except for purchases of $500,000 or more. See "Class A Shares" below.
<PAGE>
(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 0.90%, 0.30% and 1.45%, respectively, for
Class A shares of CitiFunds Large Cap Growth Portfolio; 0.90%, 0.30%
and 2.20%, respectively, for Class B shares of CitiFunds Large Cap
Growth Portfolio; 1.10%, 0.38% and 1.73%, respectively, for Class A
shares of CitiFunds Small Cap Growth Portfolio; 1.10%, 0.38% and 2.48%,
respectively, for Class B shares of CitiFunds Small Cap Growth
Portfolio; 1.00%, 1.11% and 2.36%, respectively, for Class A shares of
CitiFunds Small Cap Value Portfolio; 1.00%, 1.11% and 3.11%,
respectively, for Class B shares of CitiFunds Small Cap Value
Portfolio; 0.80%, 1.11% and 2.16%, respectively, for Class A shares of
CitiFunds Growth & Income Portfolio; 0.80%, 1.11% and 2.91%,
respectively, for Class B shares of CitiFunds Growth & Income
Portfolio; 0.95%, 1.11% and 2.31%, respectively, for Class A shares of
CitiFunds Diversified U.S. Equity Portfolio; and 0.95%, 1.11% and
3.06%, respectively, for Class B shares of CitiFunds Diversified U.S.
Equity 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 LARGE CAP
GROWTH PORTFOLIO
Class A $60 $82 $105 $172
Class B
Assuming redemption at
end of period $68 $87 $107 $192
Assuming no redemption $18 $57 $97 $192
- -------------------------------------------------------------------------------
CITIFUNDS SMALL CAP
GROWTH PORTFOLIO
Class A $63 $91 $120 $204
Class B
Assuming redemption at
end of period $71 $96 $123 $220
Assuming no redemption $21 $66 $113 $220
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
CITIFUNDS SMALL CAP VALUE
PORTFOLIO
Class A $64 $95 N/A N/A
Class B
Assuming redemption at
end of period $73 $100 N/A N/A
Assuming no redemption $23 $70 N/A N/A
- -------------------------------------------------------------------------------
CITIFUNDS GROWTH & INCOME
PORTFOLIO
Class A $63 $89 N/A N/A
Class B
Assuming redemption at
end of period $71 $94 N/A N/A
Assuming no redemption $21 $64 N/A N/A
- -------------------------------------------------------------------------------
CITIFUNDS DIVERSIFIED U.S.
EQUITY PORTFOLIO
Class A $64 $92 N/A N/A
Class B
Assuming redemption at
end of period $72 $97 N/A N/A
Assuming no redemption $22 $67 N/A N/A
- -------------------------------------------------------------------------------
The Example assumes that all dividends are reinvested. Without waivers and
reimbursements, the amounts in the Example would be $62, $88, $115 and $194 for
Class A shares of CitiFunds Large Cap Growth Portfolio; $70, $93, $118 and $213
for Class B shares of CitiFunds Large Cap Growth Portfolio, assuming redemption
at the end of the period ($20, $63, $108 and $213 assuming no redemption); $67,
$102, $139 and $244, for Class A shares of CitiFunds Small Cap Growth
Portfolio; $75, $107, $142 and $263 for Class B shares of CitiFunds Small Cap
Growth Portfolio, assuming redemption at the end of the period ($25, $77, $132
and $263 assuming no redemption); $73 and $120 for Class A shares of CitiFunds
Small Cap Value Portfolio; $81 and $126 for Class B shares of CitiFunds Small
Cap Value Portfolio, assuming redemption at the end of the period ($31 and $96
assuming no redemption); $71 and $114 for Class A shares of CitiFunds Growth &
Income Portfolio; $79 and $120 for Class B shares of CitiFunds Growth & Income
Portfolio, assuming redemption at the end of the period ($29 and $90 assuming
no redemption); $72 and $119 for Class A shares of CitiFunds Diversified U.S.
Equity Portfolio; and $81 and $125 for Class B shares of CitiFunds Diversified
U.S. Equity Portfolio, assuming redemption at the end of the period ($31 and
$95 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
<PAGE>
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
AMOUNT OF OFFERING YOUR AS A % OF
YOUR INVESTMENT PRICE INVESTMENT OFFERING PRICE
- -------------------------------------------------------------------------------
Less than $25,000 5.00% 5.26% 4.50%
- -------------------------------------------------------------------------------
$25,000 to less than $50,000 4.00% 4.17% 3.60%
- -------------------------------------------------------------------------------
$50,000 to less than $100,000 3.50% 3.62% 3.15%
- -------------------------------------------------------------------------------
$100,000 to less than $250,000 3.00% 3.09% 2.70%
- -------------------------------------------------------------------------------
$250,000 to less than $500,000 2.00% 2.04% 1.80%
- --------------------------------------------------------------------------------
$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
<PAGE>
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
<PAGE>
[] 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
<PAGE>
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
<PAGE>
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 combined distribution and service fees of up to
1.00% 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 5.00%
------------------------------------------------------------------
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
<PAGE>
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 4.50% 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 first year 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
<PAGE>
[] 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 a combined monthly distribution and service fee at an annual
rate not to exceed 1.00% of the average daily net assets represented by Class B
shares of the Fund. 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.
<PAGE>
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.
<PAGE>
CONDENSED FINANCIAL INFORMATION. The information in the following table
supplements the financial information contained in "Condensed Financial
Information" in the prospectuses for CitiFunds Large Cap Growth Portfolio,
CitiFunds Small Cap Growth Portfolio, CitiFunds Small Cap Value Portfolio and
CitiFunds Growth & Income Portfolio. The numbers in the table below are
unaudited. For more current performance information, call 1-800-625-4554.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
CITIFUNDS CITIFUNDS CITIFUNDS
LARGE CAP CITIFUNDS SMALL CAP GROWTH &
GROWTH SMALL CAP VALUE INCOME
PORTFOLIO - GROWTH PORTFOLIO - PORTFOLIO -
SIX MONTHS PORTFOLIO - SIX MARCH 2, MARCH 2,
ENDED APRIL MONTHS ENDED 1998+ TO 1998+ TO
30, 1998 APRIL 30, 1998 APRIL 30, 1998 APRIL 30, 1998
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, beginning of
period $21.14 $21.24 $10.00 $10.00
- ------------------------------------------------------------------------------------------------------
Income from Operations:
Net investment income (loss) (0.008) (0.095) (0.006) 0.009
Net realized and unrealized gain
(loss) on investments 4.171 2.168 0.346 0.501
- ------------------------------------------------------------------------------------------------------
Total from operations 4.163 2.073 0.340 0.510
- ------------------------------------------------------------------------------------------------------
Less Dividends From:
Net investment income (0.012) -- -- --
Net realized gain on investments
(4.371) (0.863) -- --
- ------------------------------------------------------------------------------------------------------
Total Distributions (4.383) (0.863) -- --
- ------------------------------------------------------------------------------------------------------
Net Asset Value, end of period $20.92 $22.45 $10.34 $10.51
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- ------------------------------------------------------------------------------------------------------
Net assets, end of period (000's
omitted) $306,898 $29,274 $55,463 $77,677
- ------------------------------------------------------------------------------------------------------
Ratio of expenses to average net
assets (A) 1.05%* 1.35%* 1.50%* 1.30%*
- ------------------------------------------------------------------------------------------------------
Ratio of net investment income
(loss) to average net assets (0.09%)* (0.96)%* (0.50)%* 0.73%*
- ------------------------------------------------------------------------------------------------------
Portfolio turnover 46% 12% 12% 8%
- ------------------------------------------------------------------------------------------------------
Total Return 23.65%** 10.45%** 3.40%** 5.10%**
- ------------------------------------------------------------------------------------------------------
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 (loss)
per share $(0.031) $(0.308) $(0.010) $0.001
- ------------------------------------------------------------------------------------------------------
RATIOS:
- ------------------------------------------------------------------------------------------------------
Expenses to average net assets (A) 1.31%* 2.09%* 1.76%* 2.00%*
- ------------------------------------------------------------------------------------------------------
Net investment income (loss) to
average net assets (0.35)%* (1.70)%* (0.76)%* 0.03%*
- ------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------------
+ Commencement of Operations
(A) Includes allocated expenses for the period indicated from the respective
portfolios.
* Annualized
** Not annualized
<PAGE>
SUPPLEMENT DATED JANUARY 4, 1999
TO
STATEMENT OF ADDITIONAL INFORMATION DATED MARCH 2, 1998 FOR
CITIFUNDSSM LARGE CAP GROWTH PORTFOLIO AND
CITIFUNDSSM SMALL CAP GROWTH PORTFOLIO
AND
STATEMENT OF ADDITIONAL INFORMATION DATED JANUARY 7, 1998 FOR
CITIFUNDSSM SMALL CAP VALUE PORTFOLIO AND
CITIFUNDSSM GROWTH & INCOME PORTFOLIO
AND
STATEMENT OF ADDITIONAL INFORMATION DATED SEPTEMBER 14, 1998 FOR
CITIFUNDSSM DIVERSIFIED U.S. EQUITY 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
<PAGE>
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 3.00% (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.
<PAGE>
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 a combined monthly distribution and service fee at an annual rate not
to exceed 1.00% of the average daily net assets represented by Class B shares
of the Fund.
FINANCIAL STATEMENTS. The financial statements (unaudited) for
CitiFunds Large Cap Growth Portfolio (Portfolio of Investments at April 30,
1998, Statement of Assets and Liabilities at April 30, 1998, Statement of
Operations for the six months ended April 30, 1998, Statement of Changes in Net
Assets for the six months ended April 30, 1998, the ten months ended October
31, 1997 and the year ended December 31, 1996, and Financial Highlights for the
six months ended April 30, 1998, the ten months ended October 31, 1997 and the
years ended December 31, 1996, 1995, 1994, 1993 and 1992) which are included in
the Semi-Annual Report to Shareholders of CitiFunds Large Cap Growth Portfolio,
are incorporated herein by reference.
The financial statements (unaudited) for CitiFunds Small Cap Growth
Portfolio (Portfolio of Investments at April 30, 1998, Statement of Assets and
Liabilities at April 30, 1998, Statement of Operations for the six months ended
April 30, 1998, Statement of Changes in Net Assets for the six months ended
April 30, 1998, the ten months ended October 31, 1997 and the year ended
December 31, 1996, and Financial Highlights for the six months ended April 30,
1998, the ten months ended October 31, 1997, the year ended December 31, 1996
and the period June 21, 1995 (commencement of operations) to December 31, 1995)
which are included in the Semi-Annual Report to Shareholders of CitiFunds Small
Cap Growth Portfolio, are incorporated herein by reference.
The financial statements (unaudited) for CitiFunds Small Cap Value
Portfolio and CitiFunds Growth & Income Portfolio (Portfolio of Investments at
<PAGE>
April 30, 1998, Statement of Assets and Liabilities at April 30, 1998,
Statement of Operations for the period March 2, 1998 (commencement of
operations) to April 30, 1998, Statement of Changes in Net Assets for the
period March 2, 1998 (commencement of operations) to April 30, 1998, and
Financial Highlights for the period March 2, 1998 (commencement of operations)
to April 30, 1998) which are included in the Semi-Annual Reports to
Shareholders of CitiFunds Small Cap Value Portfolio and CitiFunds Growth &
Income Portfolio, are incorporated herein by reference.
<PAGE>
PART C
<TABLE>
<CAPTION>
Item 24. Financial Statements and Exhibits.
<S> <C>
(a) Financial Statements Included in Part A:
Condensed Financial Information - Financial Highlights (unaudited) of CitiFunds Small Cap
Growth Portfolio and CitiFunds Large Cap Growth Portfolio (for the six months ended April
30, 1998) and of CitiFunds Small Cap Value Portfolio and CitiFunds Growth & Income
Portfolio (for the period from March 2, 1998 (commencement of operations) to April 30, 1998).
Financial Statements Included in Part B:
CITIFUNDS SMALL CAP GROWTH PORTFOLIO
Statement of Assets and Liabilities at April 30, 1998*
Statement of Operations for the six months ended April 30, 1998*
Statement of Changes in Net Assets for the six months ended April 30, 1998, the ten months
ended October 31, 1997 and the year ended December 31, 1996*
Financial Highlights for the six months ended April 30, 1998, the ten months ended October 31,
1997, the year ended December 31, 1996 and the period from June 21, 1995
(commencement of operations) to December 31, 1995*
SMALL CAP GROWTH PORTFOLIO
Portfolio of Investments at April 30, 1998*
Statement of Assets and Liabilities at April 30, 1998*
Statement of Operations for the six months ended April 30, 1998*
Statement of Changes in Net Assets for the six months ended April 30, 1998, the ten months
ended October 31, 1997 and the year ended December 31, 1996*
Financial Highlights for the six months ended April 30, 1998, the ten months ended October 31,
1997, the year ended December 31, 1996 and the period from June 21, 1995
(commencement of operations) to December 31, 1995*
CITIFUNDS SMALL CAP VALUE PORTFOLIO
Statement of Assets and Liabilities at April 30, 1998*
Statement of Operations for the period from March 2, 1998 (commencement of operations) to
April 30, 1998*
Statement of Changes in Net Assets for the period from March 2, 1998 (commencement of
operations) to April 30, 1998*
Financial Highlights for the period from March 2, 1998 (commencement of operations) to April
30, 1998*
SMALL CAP VALUE PORTFOLIO
Portfolio of Investments at April 30, 1998*
Statement of Assets and Liabilities at April 30, 1998*
Statement of Operations for the period from November 1, 1997 (commencement of operations)
to April 30, 1998*
Statement of Changes in Net Assets for the period from November 1, 1997 (commencement of
operations) to April 30, 1998*
Financial Highlights for the period from November 1, 1997 (commencement of operations) to
April 30, 1998*
CITIFUNDS LARGE CAP GROWTH PORTFOLIO
Statement of Assets and Liabilities at April 30, 1998*
Statement of Operations for the six months ended April 30, 1998*
<PAGE>
Statement of Changes in Net Assets for the six months ended April 30, 1998, the ten months
ended October 31, 1997 and the year ended December 31, 1996*
Financial Highlights for the six months ended April 30, 1998, the ten months ended October 31,
1997 and each of the years in the five-year period ended December 31, 1996*
LARGE CAP GROWTH PORTFOLIO
Portfolio of Investments at April 30, 1998*
Statement of Assets and Liabilities at April 30, 1998*
Statement of Operations for the six months ended April 30, 1998*
Statement of Changes in Net Assets for the six months ended April 30, 1998, the ten months
ended October 31, 1997 and the year ended December 31, 1996*
Financial Highlights for the six months ended April 30, 1998, the ten months ended October 31,
1997, each of the years in the two-year period ended December 31, 1996 and the period
from May 1, 1994 (commencement of operations) to December 31, 1994*
CITIFUNDS GROWTH & INCOME PORTFOLIO
Statement of Assets and Liabilities at April 30, 1998*
Statement of Operations for the period from March 2, 1998 (commencement of operations) to
April 30, 1998*
Statement of Changes in Net Assets for the period from March 2, 1998 (commencement of
operations) to April 30, 1998*
Financial Highlights for the period from March 2, 1998 (commencement of operations) to April
30, 1998*
GROWTH & INCOME PORTFOLIO
Portfolio of Investments at April 30, 1998*
Statement of Assets and Liabilities at April 30, 1998*
Statement of Operations for the period from March 2, 1998 (commencement of operations) to
April 30, 1998*
Statement of Changes in Net Assets for the period from March 2, 1998 (commencement of
operations) to April 30, 1998*
Financial Highlights for the period from March 2, 1998 (commencement of operations) to
April 30, 1998*
</TABLE>
------------------
* Incorporated by reference to the Registrant's Semi-Annual
Reports to Shareholders of CitiFunds Small Cap Growth
Portfolio, CitiFunds Small Cap Value Portfolio, CitiFunds
Large Cap Growth Portfolio and CitiFunds Growth & Income
Portfolio, as filed with the Commission on July 8, 1998
(accession number 0000950156-98-000457).
<TABLE>
<CAPTION>
(b) Exhibits
<S> <C>
* 1(a) Amended and Restated Declaration of Trust of the Registrant
** 1(b) Forms of Amendments to Amended and Restated Declaration of Trust of the
Registrant
***** 1(c) Form of Establishment and Designation of Series of the Registrant
**** 2(a) Amended and Restated By-Laws of the Registrant
**** 2(b) Amendments to Amended and Restated By-Laws of the Registrant
*** 5(a) Management Agreement between the Registrant and Citibank, N.A., as manager
to CitiFunds Small Cap Growth Portfolio
** 5(b) Form of Management Agreement between the Registrant and Citibank, N.A., as
manager to CitiFunds Small Cap Value Portfolio
*** 5(c) Management Agreement between the Registrant and Citibank, N.A., as manager
to CitiFunds Large Cap Growth Portfolio
<PAGE>
** 5(d) Form of Management Agreement between the Registrant and Citibank, N.A., as
manager to CitiFunds Growth & Income Portfolio
**** 5(e) Form of Management Agreement between the Registrant and Citibank, N.A., as
manager to CitiFunds Diversified U.S. Equity 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
6(b) Form of Distribution Agreement between the Registrant and CFBDS, as
distributor with respect to Class B Shares
** 8 Custodian Contract between the Registrant and State Street Bank and Trust
Company ("State Street"), as custodian
***** 9(a) Form of Amended and Restated Sub-Administrative Services Agreement
between Citibank, N.A. and CFBDS
**** 9(b) Transfer Agency and Service Agreement between the Registrant and State
Street, as transfer agent
** 9(c) 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 Service Plan of the Registrant for Class A
Shares
15(b) Form of Service Plan of the Registrant for Class B Shares
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
25(c) Powers of Attorney for Asset Allocation Portfolios
</TABLE>
- ---------------------
* Incorporated herein by reference to Post-Effective Amendment
No. 17 to the Registrant's Registration Statement on Form N-1A
(File No. 2-90519) as filed with the Securities and Exchange
Commission on February 28, 1997.
** Incorporated herein by reference to Post-Effective Amendment
No. 19 to the Registrant's Registration Statement on Form N-1A
(File No. 2-90519) as filed with the Securities and Exchange
Commission on October 24, 1997.
*** Incorporated herein by reference to Post-Effective Amendment
No. 20 to the Registrant's Registration Statement on Form N-1A
(File No. 2-90519) as filed with the Securities and Exchange
Commission on November 3, 1997.
**** Incorporated herein by reference to Post-Effective Amendment
No. 24 to the Registrant's Registration Statement on Form N-1A
(File No. 2-90519) as filed with the Securities and Exchange
Commission on June 29, 1998.
***** Incorporated herein by reference to Post-Effective Amendment
No. 25 to the Registrant's Registration Statement on Form N-1A
(File No. 2-90519) as filed with the Securities and Exchange
Commission on July 10, 1998.
Item 25. Persons Controlled by or under Common Control with Registrant.
Not applicable.
<PAGE>
Item 26. Number of Holders of Securities.
Title of Class Number of Record Holders
Shares of Beneficial Interest As of November 20, 1998
(without par value)
CitiFunds Small Cap Growth Portfolio 7
CitiFunds Small Cap Value Portfolio 7
CitiFunds Large Cap Growth Portfolio 7
CitiFunds Growth & Income Portfolio 7
CitiFunds Diversified U.S. Equity 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. 17 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.
<PAGE>
Each of the individuals named above is also a Director of Citigroup Inc.
In addition, the following persons have the affiliations indicated:
<TABLE>
<CAPTION>
Paul J. Collins Director, Kimberly-Clark Corporation
<S> <C>
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
</TABLE>
Franklin Advisory Services, Inc. ("Franklin"), a sub-adviser of the
Registrant, maintains its principal office at One Parker Plaza, 16th Floor,
Fort Lee, New Jersey 07024. Franklin, a Delaware corporation incorporated in
1996, is a registered investment adviser under the Investment Advisers Act of
1940 and is a wholly-owned subsidiary of Franklin Resources, Inc., a publicly
owned holding company. Franklin is an investment adviser to various open-end
and closed-end investment companies.
William J. Lippman is the President and Director of Franklin Advisory
Services, Inc. Mr. Lippman holds a master of business administration degree
from New York University and a bachelor of business administration degree from
City College of New York. Mr. Lippman also serves as Senior Vice President of
Franklin Resources, Inc. and Franklin Management, Inc. and has been with the
Franklin Templeton Group since 1988. Prior to joining Franklin Advisers Inc.,
Mr. Lippman was president of L.F. Rothschild Fund Management, Inc. and has been
in the securities industry for over 30 years.
Each of the individuals named below is an officer and/or Director of
Franklin and has the affiliations indicated:
<TABLE>
<CAPTION>
Name: Affiliations:
<S> <C>
William J. Lippman Senior Vice President, Franklin Resources, Inc.
President and Director Senior Vice President, Franklin Advisers, Inc.
Senior Vice President, Franklin Templeton Distributors, Inc.
Senior Vice President, Franklin Management, Inc.
Mr. Lippman also serves as officer and/or director or trustee of
eight of the investment companies in the Franklin Group of
Funds.
<PAGE>
Charles B. Johnson President, Chief Executive Officer and Director, Franklin
Chairman of the Board and Resources, Inc.
Director Chairman of the Board and Director, Franklin Advisers, Inc.
Chairman of the Board and Director, Franklin Investment
Advisory Services, Inc.
Chairman of the Board and Director, Franklin Templeton
Distributors, Inc.
Director, Franklin/Templeton Investor Services, Inc.
Director, Franklin Templeton Services, Inc.
Director, General Host Corporation
Mr. Johnson also serves as officer and/or director or trustee, as
the case may be, of most of the other subsidiaries of Franklin
Resources, Inc. and of 54 of the investment companies in the
Franklin Templeton Group of Funds.
Rupert H. Johnson, Jr. Executive Vice President and Director, Franklin Resources, Inc.
Senior Vice President and Executive Vice President and Director, Franklin Templeton
Director Distributors, Inc.
President and Director, Franklin Advisers, Inc.
Senior Vice President and Director, Franklin Investment
Advisory Services, Inc.
Director, Franklin/Templeton Investor Services, Inc.
Mr. Johnson also serves as officer and/or director, trustee or
managing general partner, as the case may be, of most other
subsidiaries of Franklin Resources, Inc. and of 60 of the
investment companies in the Franklin Templeton Group of
Funds.
Deborah R. Gatzek Senior Vice President and General Counsel, Franklin Resources,
Vice President and Assistant Inc.
Secretary Senior Vice President, Franklin Templeton Distributors, Inc.
Vice President, Franklin Advisers, Inc.
Vice President, Franklin Investment Advisory
Services, Inc.
Ms. Gatzek also serves as officer of 60 of the investment
companies in the Franklin Templeton Group of Funds.
Martin L. Flanagan Senior Vice President, Chief Financial Officer and Treasurer,
Treasurer Franklin Resources, Inc.
Executive Vice President, Templeton Worldwide, Inc.
Senior Vice President and Treasurer, Franklin Advisers, Inc.
Senior Vice President and Treasurer, Franklin Templeton
Distributors, Inc.
Senior Vice President, Franklin/Templeton Investor Services,
Inc.
Treasurer, Franklin Investment Advisory Services, Inc.
Mr. Flanagan also serves as officer of most other subsidiaries of
Franklin Resources, Inc. and officer, director and/or trustee of
60 of the investment companies in the Franklin Templeton
Group of Funds.
<PAGE>
Leslie M. Kratter Vice President, Franklin Resources, Inc.
Secretary Vice President, Franklin Institutional Services Corporation
President and Director, Franklin/Templeton Travel, Inc.
</TABLE>
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 Intermediate
Income Portfolio, CitiFundsSM Short-Term U.S. Government Income Portfolio,
CitiFundsSM New York Tax Free Income Portfolio, CitiFundsSM National Tax Free
Income Portfolio, CitiFundsSM California Tax Free Income Portfolio, CitiFundsSM
Balanced 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,
<PAGE>
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.
<PAGE>
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 Small Cap Growth Portfolio, CitiFunds Small Cap Value
Portfolio, CitiFunds Large Cap Growth Portfolio, CitiFunds Growth &
Income Portfolio or CitiFunds Diversified U.S. Equity Portfolio is
delivered with a copy of the respective Fund's latest Annual Report
to Shareholders, upon request without charge.
<PAGE>
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 TRUST II
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.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
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.
</TABLE>
<PAGE>
SIGNATURES
The Premium Portfolios has duly caused this Post-Effective Amendment to
the Registration Statement on Form N-1A of CitiFunds Trust II 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 Growth & Income Portfolio, Large Cap
Growth Portfolio and Small Cap Growth 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 Trust II has been signed by the following persons in the
capacities indicated on December 14, 1998.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
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.
</TABLE>
<PAGE>
SIGNATURES
Asset Allocation Portfolios has duly caused this Post-Effective Amendment
to the Registration Statement on Form N-1A of CitiFunds Trust II to be signed
on its behalf by the undersigned, thereunto duly authorized, in Grand Cayman,
Cayman Islands, on the 14th day of December, 1998.
ASSET ALLOCATION PORTFOLIOS
on behalf of Small Cap Value Portfolio
By: Tamie Ebanks-Cunningham
------------------------------
Tamie Ebanks-Cunningham,
Assistant Secretary of
Asset Allocation Portfolios
This Post-Effective Amendment to the Registration Statement on Form N-1A
of CitiFunds Trust II has been signed by the following persons in the
capacities indicated on December 14, 1998.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
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.
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No.: Description:
<S> <C>
6(a) Form of Amended and Restated Distribution Agreement between the Registrant
and CFBDS, Inc. ("CFBDS"), as distributor with respect to Class A Shares
6(b) Form of Distribution Agreement between the Registrant and CFBDS, as
distributor with respect to Class B Shares
10 Opinion and consent of counsel
11 Independent Accountants' consent
15(a) Form of Amended and Restated Service Plan of the Registrant for Class A
Shares
15(b) Form of Service Plan of the Registrant for Class B Shares
18 Form of Multiple Class Plan of the Registrant
25(b) Powers of Attorney for The Premium Portfolios
25(c) Powers of Attorney for Asset Allocation Portfolios
</TABLE>
Exhibit 6(a)
FORM OF AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
AGREEMENT, dated as of August 21, 1986 (November 14, 1997 for CitiFunds
Small Cap Value Portfolio, CitiFunds Growth & Income Portfolio and CitiFunds
Diversified U.S. Equity Portfolio) and amended and restated as of _________ __,
19__, by and between CitiFunds Trust II (formerly, Landmark Funds II), 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
<PAGE>
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
<PAGE>
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.
<PAGE>
(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,
<PAGE>
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
<PAGE>
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
Trust II " 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
<PAGE>
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 Trust II
By:_______________________________
CFBDS, Inc.
By:_______________________________
<PAGE>
Exhibit A
Funds
CitiFunds Large Cap Growth Portfolio
CitiFunds Small Cap Growth Portfolio
CitiFunds Small Cap Value Portfolio
CitiFunds Growth & Income Portfolio
CitiFunds Diversified U.S. Equity Portfolio
Exhibit 6(b)
FORM OF DISTRIBUTION AGREEMENT
AGREEMENT, dated as of ________ __, 199_, by and between CitiFunds Trust
II (formerly, Landmark Funds II), 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
<PAGE>
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.
<PAGE>
(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:
<PAGE>
(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.
<PAGE>
(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
<PAGE>
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
Trust II" 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.
<PAGE>
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 Trust II
By:_______________________________
CFBDS, Inc.
By:_______________________________
<PAGE>
Exhibit A
Funds
CitiFunds Large Cap Growth Portfolio
CitiFunds Small Cap Growth Portfolio
CitiFunds Small Cap Value Portfolio
CitiFunds Growth & Income Portfolio
CitiFunds Diversified U.S. Equity Portfolio
Exhibit 10
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110
December 16, 1998
CitiFunds Trust II
21 Milk Street, 5th Floor
Boston, Massachusetts 02109
Ladies and Gentlemen:
We have acted as counsel to CitiFunds Trust II, 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 Large Cap Growth
Portfolio, CitiFunds Small Cap Growth Portfolio, CitiFunds Small Cap Value
Portfolio, CitiFunds Growth & Income Portfolio and CitiFunds Diversified U.S.
Equity 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
<PAGE>
(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
Exhibit 11
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 Trust II (formerly Landmark Funds II) of our report
dated December 10, 1997, relating to the financial statements and financial
highlights of CitiFunds Large Cap Growth Portfolio and CitiFunds Small Cap
Growth Portfolio (formerly Landmark Equity Fund and Landmark Small Cap Equity
Fund) appearing in the October 31, 1997 Annual Reports of Landmark Equity Fund
and Landmark Small Cap Equity Fund, respectively, 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 "Auditors" and "Independent
Accountants and Financial Statements" in the Statement of Additional
Information.
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 14, 1998
<PAGE>
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 Trust II (formerly of Landmark Funds II) of our report dated December
10, 1997, relating to the financial statements and financial highlights of the
Small Cap Growth Portfolio (formerly Small Cap Equity Portfolio) appearing in
the October 31, 1997 Annual Report of Landmark Small Cap Equity 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
<PAGE>
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 Trust II (formerly Landmark Funds II) of our report dated December
10, 1997, relating to the financial statements and financial highlights of the
Large Cap Growth Portfolio (formerly Equity Portfolio) appearing in the October
31, 1997 Annual Report of Landmark Equity 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
Exhibit 15(a)
FORM OF AMENDED AND RESTATED
SERVICE PLAN
SERVICE PLAN, dated as of August 8, 1997 (November 14, 1997 for CitiFunds
Small Cap Value Portfolio, CitiFunds Growth & Income Portfolio and CitiFunds
Diversified U.S. Equity Portfolio), and amended and restated effective as of
__________ __, 199_, of CitiFunds Trust II, a Massachusetts business trust (the
"Trust"), with respect to shares of beneficial interest of its series CitiFunds
Large Cap Growth Portfolio, CitiFunds Small Cap Growth Portfolio, CitiFunds
Small Cap Value Portfolio, CitiFunds Growth & Income Portfolio and CitiFunds
Diversified U.S. Equity 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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
Exhibit 15(b)
FORM OF SERVICE PLAN
SERVICE PLAN, dated as of _________ __, ____, of CitiFunds Trust II, a
Massachusetts business trust (the "Trust"), with respect to shares of
beneficial interest of its series CitiFunds Large Cap Growth Portfolio,
CitiFunds Small Cap Growth Portfolio, CitiFunds Small Cap Value Portfolio,
CitiFunds Growth & Income Portfolio and CitiFunds Diversified U.S. Equity
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;
<PAGE>
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 1.00% 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
<PAGE>
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.
<PAGE>
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.
Exhibit 18
CITIFUNDS TRUST II
FORM OF MULTIPLE CLASS PLAN
MULTIPLE CLASS PLAN, dated as of November 13, 1998, of CitiFunds Trust II,
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.
<PAGE>
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.
<PAGE>
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.
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
Exhibit 25(c)
ASSET ALLOCATION 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 Asset Allocation 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
<PAGE>
ASSET ALLOCATION 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 Asset Allocation 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
<PAGE>
ASSET ALLOCATION 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 Asset Allocation 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
<PAGE>
ASSET ALLOCATION 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 Asset Allocation 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
<PAGE>
ASSET ALLOCATION 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 Asset Allocation 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
<PAGE>
ASSET ALLOCATION 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 Asset Allocation 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
<PAGE>
ASSET ALLOCATION 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 Asset Allocation 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
