Exhibit d(2)
SUB-MANAGEMENT AGREEMENT
CITIFUNDS TRUST I
CITI FORTUNE 500 INDEX FUND
CITI FORTUNE E-50 INDEX FUND
SUB-MANAGEMENT AGREEMENT, DATED SEPTEMBER __, 2000, BY AND BETWEEN
CITIFUNDS TRUST I (THE "TRUST"), A MASSACHUSETTS BUSINESS TRUST, AND STATE
STREET GLOBAL ADVISORS, A DIVISION OF STATE STREET BANK AND TRUST COMPANY, A
MASSACHUSETTS TRUST COMPANY (THE "SUBADVISER").
W I T N E S S E T H:
WHEREAS, SSB CITI FUND MANAGEMENT LLC (THE "ADVISER") HAS BEEN RETAINED BY
THE TRUST TO ACT AS INVESTMENT ADVISER TO THE TRUST WITH RESPECT TO THE SERIES
OF THE TRUST DESIGNATED IN SCHEDULE A ANNEXED HERETO (EACH A "PORTFOLIO",
COLLECTIVELY THE "PORTFOLIOS"), AND
WHEREAS, THE TRUST ENGAGES IN BUSINESS AS AN OPEN-END MANAGEMENT
INVESTMENT COMPANY AND IS REGISTERED AS SUCH UNDER THE INVESTMENT COMPANY ACT
OF 1940, AS AMENDED (COLLECTIVELY WITH THE RULES AND REGULATIONS PROMULGATED
THEREUNDER, THE "1940 ACT"), AND
WHEREAS, THE ADVISER HAS REQUESTED THAT THE TRUST ENGAGE THE SUBADVISER TO
PROVIDE CERTAIN INVESTMENT ADVISORY SERVICES FOR THE PORTFOLIOS, AND THE
SUBADVISER IS WILLING TO PROVIDE SUCH INVESTMENT ADVISORY SERVICES FOR THE
PORTFOLIOS ON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS OF
THE PARTIES HERETO AS HEREIN SET FORTH, THE PARTIES COVENANT AND AGREE AS
FOLLOWS:
1. APPOINTMENT OF THE SUBADVISER. IN ACCORDANCE WITH AND SUBJECT TO THE
MANAGEMENT AGREEMENT BETWEEN THE TRUST AND THE ADVISER (THE "MANAGEMENT
AGREEMENT"), THE TRUST HEREBY APPOINTS THE SUBADVISER TO ACT AS SUBADVISER WITH
RESPECT TO EACH PORTFOLIO FOR THE PERIOD AND ON THE TERMS SET FORTH IN THIS
AGREEMENT. THE SUBADVISER ACCEPTS SUCH APPOINTMENT AND AGREES TO PROVIDE AN
INVESTMENT PROGRAM WITH RESPECT TO EACH PORTFOLIO FOR THE COMPENSATION PROVIDED
BY THIS AGREEMENT.
2. DUTIES OF THE SUBADVISER. THE SUBADVISER SHALL PROVIDE EACH PORTFOLIO
AND THE ADVISER WITH SUCH INVESTMENT ADVICE AND SUPERVISION AS THE ADVISER MAY
FROM TIME TO TIME CONSIDER NECESSARY FOR THE PROPER MANAGEMENT OF SUCH PORTION
OF EACH PORTFOLIO'S INVESTMENT ASSETS AS THE ADVISER MAY DESIGNATE FROM TIME TO
TIME. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, THE ADVISER SHALL RETAIN
ALL RIGHTS AND ULTIMATE RESPONSIBILITIES TO SUPERVISE AND, IN ITS DISCRETION,
CONDUCT INVESTMENT ADVISORY ACTIVITIES RELATING TO THE TRUST. THE SUBADVISER
SHALL FURNISH CONTINUOUSLY AN INVESTMENT PROGRAM AND SHALL DETERMINE FROM TIME
TO TIME WHAT SECURITIES SHALL BE PURCHASED, SOLD OR EXCHANGED AND WHAT PORTION
OF THE ASSETS OF EACH PORTFOLIO ALLOCATED BY THE ADVISER TO THE SUBADVISER
SHALL BE HELD UNINVESTED, SUBJECT ALWAYS TO THE RESTRICTIONS OF THE TRUST'S
DECLARATION OF TRUST, DATED APRIL 23, 1984, AND BY-LAWS, AS EACH MAY BE AMENDED
FROM TIME TO TIME (RESPECTIVELY, THE "DECLARATION" AND THE "BY-LAWS"), THE
PROVISIONS OF THE 1940 ACT, AND THE THEN-CURRENT REGISTRATION STATEMENT OF THE
TRUST WITH RESPECT TO EACH PORTFOLIO, IT BEING UNDERSTOOD THAT THE SUBADVISER
SHALL BE RESPONSIBLE FOR COMPLIANCE WITH ANY RESTRICTIONS IMPOSED IN WRITING BY
THE ADVISER FROM TIME TO TIME IN ORDER TO FACILITATE COMPLIANCE WITH THE
ABOVE-MENTIONED RESTRICTIONS AND SUCH OTHER RESTRICTIONS AS THE ADVISER MAY
DETERMINE. FURTHER, THE ADVISER OR THE TRUSTEES OF THE TRUST MAY AT ANY TIME,
UPON WRITTEN NOTICE TO THE SUBADVISER, SUSPEND OR RESTRICT THE RIGHT OF THE
SUBADVISER TO DETERMINE WHAT SECURITIES SHALL BE PURCHASED OR SOLD ON BEHALF OF
EACH PORTFOLIO AND WHAT PORTION, IF ANY, OF THE ASSETS OF EACH PORTFOLIO
ALLOCATED BY THE ADVISER TO THE SUBADVISER SHALL BE HELD UNINVESTED. THE
SUBADVISER SHALL ALSO, AS REQUESTED IN WRITING, MAKE RECOMMENDATIONS TO THE
ADVISER AS TO THE MANNER IN WHICH PROXIES, VOTING RIGHTS, RIGHTS TO CONSENT TO
CORPORATE ACTION AND ANY OTHER RIGHTS PERTAINING TO THE PORTFOLIO'S PORTFOLIO
SECURITIES SHALL BE EXERCISED IN ACCORDANCE WITH THE SUBADVISER'S THEN-CURRENT
GUIDELINES. SHOULD THE BOARD OF TRUSTEES OF THE TRUST OR THE ADVISER AT ANY
TIME, HOWEVER, MAKE ANY DEFINITE DETERMINATION AS TO INVESTMENT POLICY
APPLICABLE TO ANY OF THE PORTFOLIOS AND NOTIFY THE SUBADVISER THEREOF IN
WRITING, THE SUBADVISER SHALL BE BOUND BY SUCH DETERMINATION FOR THE PERIOD, IF
ANY, SPECIFIED IN SUCH NOTICE OR UNTIL SIMILARLY NOTIFIED THAT SUCH
DETERMINATION HAS BEEN REVOKED. THE TRUSTEES OF THE TRUST AND THE ADVISER
ACKNOWLEDGE THAT, IN THE EVENT THE SUBADVISER IS NOTIFIED OF ANY RESTRICTION OR
SUSPENSION IN ACCORDANCE WITH THIS PARAGRAPH, THE SUBADVISER MAY, AS A RESULT,
BE UNABLE TO FURNISH AN INVESTMENT PROGRAM IN ACCORDANCE WITH THE DECLARATION,
THE BY-LAWS OR THE TRUST'S THEN-CURRENT REGISTRATION STATEMENT, AND THAT SUCH
INABILITY SHALL NOT CONSTITUTE A BREACH OF THE SUBADVISER'S DUTIES HEREUNDER.
THE SUBADVISER SHALL TAKE, ON BEHALF OF EACH PORTFOLIO, ALL ACTIONS WHICH
IT DEEMS NECESSARY TO IMPLEMENT THE INVESTMENT POLICIES DETERMINED AS PROVIDED
ABOVE, AND IN PARTICULAR TO PLACE ALL ORDERS FOR THE PURCHASE OR SALE OF
SECURITIES FOR EACH PORTFOLIO'S ACCOUNT WITH THE BROKERS OR DEALERS SELECTED BY
IT, AND TO THAT END THE SUBADVISER IS AUTHORIZED AS THE AGENT OF THE TRUST TO
GIVE INSTRUCTIONS TO THE CUSTODIAN AND ANY SUBCUSTODIAN OF THE PORTFOLIOS AS TO
DELIVERIES OF SECURITIES AND PAYMENTS OF CASH FOR THE ACCOUNTS OF THE
PORTFOLIOS. THE SUBADVISER WILL ADVISE THE ADVISER ON THE SAME DAY (BUT NOT
NECESSARILY PRIOR TO THE TIME OR AT THE SAME TIME) IT GIVES ANY SUCH
INSTRUCTIONS. IN CONNECTION WITH THE SELECTION OF SUCH BROKERS OR DEALERS AND
THE PLACING OF SUCH ORDERS, BROKERS OR DEALERS MAY BE SELECTED WHO ALSO PROVIDE
BROKERAGE AND RESEARCH SERVICES (AS THOSE TERMS ARE DEFINED IN SECTION 28(E) OF
THE SECURITIES EXCHANGE ACT OF 1934) TO THE PORTFOLIOS AND/OR THE OTHER
ACCOUNTS OVER WHICH THE SUBADVISER OR ITS AFFILIATES EXERCISE INVESTMENT
DISCRETION. THE SUBADVISER IS AUTHORIZED TO PAY A BROKER OR DEALER WHO PROVIDES
SUCH BROKERAGE AND RESEARCH SERVICES A COMMISSION FOR EXECUTING A PORTFOLIO
TRANSACTION FOR A PORTFOLIO WHICH IS IN EXCESS OF THE AMOUNT OF COMMISSION
ANOTHER BROKER OR DEALER WOULD HAVE CHARGED FOR EFFECTING THAT TRANSACTION IF
THE SUBADVISER DETERMINES IN GOOD FAITH THAT SUCH AMOUNT OF COMMISSION IS
REASONABLE IN RELATION TO THE VALUE OF THE BROKERAGE AND RESEARCH SERVICES
PROVIDED BY SUCH BROKER OR DEALER. THIS DETERMINATION MAY BE VIEWED IN TERMS OF
EITHER THAT PARTICULAR TRANSACTION OR THE OVERALL RESPONSIBILITIES WHICH THE
SUBADVISER AND ITS AFFILIATES HAVE WITH RESPECT TO ACCOUNTS OVER WHICH THEY
EXERCISE INVESTMENT DISCRETION. IN MAKING PURCHASES OR SALES OF SECURITIES OR
OTHER PROPERTY FOR THE ACCOUNT OF A PORTFOLIO, THE SUBADVISER MAY DEAL WITH
ITSELF OR WITH THE TRUSTEES OF THE TRUST OR THE TRUST'S UNDERWRITER OR
DISTRIBUTOR TO THE EXTENT SUCH ACTIONS ARE PERMITTED BY THE 1940 ACT. THE BOARD
OF TRUSTEES OF THE TRUST, IN ITS DISCRETION, MAY INSTRUCT THE SUBADVISER TO
EFFECT ALL OR A PORTION OF ITS SECURITIES TRANSACTIONS WITH ONE OR MORE BROKERS
AND/OR DEALERS SELECTED BY THE BOARD OF TRUSTEES, IF IT DETERMINES THAT THE USE
OF SUCH BROKERS AND/OR DEALERS IS IN THE BEST INTEREST OF THE TRUST. IN THIS
EVENT, THE SUBADVISER SHALL NOT BE LIABLE FOR THE ACTIONS OR OMISSIONS OF THE
BROKERS AND/OR DEALERS SO SELECTED.
3. ALLOCATION OF CHARGES AND EXPENSES. THE SUBADVISER SHALL FURNISH AT ITS
OWN EXPENSE ALL NECESSARY SERVICES, FACILITIES AND PERSONNEL IN CONNECTION WITH
ITS RESPONSIBILITIES UNDER SECTION 2 ABOVE. EXCEPT AS PROVIDED IN THE FOREGOING
SENTENCE, IT IS UNDERSTOOD THAT THE TRUST WILL PAY FROM THE ASSETS OF EACH
PORTFOLIO ALL OF ITS OWN EXPENSES ALLOCABLE TO THAT PORTFOLIO INCLUDING,
WITHOUT LIMITATION, ORGANIZATION COSTS OF THE PORTFOLIO; COMPENSATION OF
TRUSTEES WHO ARE NOT "INTERESTED PERSONS" OF THE TRUST; 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, REGISTRAR OR DIVIDEND
DISBURSING AGENT OF THE TRUST; EXPENSES OF ISSUING AND REDEEMING BENEFICIAL
INTERESTS AND SERVICING INVESTOR ACCOUNTS; EXPENSES OF PREPARING, TYPESETTING,
PRINTING AND MAILING INVESTOR REPORTS, NOTICES, PROXY STATEMENTS AND REPORTS TO
GOVERNMENTAL OFFICERS AND COMMISSIONS AND TO INVESTORS IN THE PORTFOLIO;
EXPENSES CONNECTED WITH THE EXECUTION, RECORDING AND SETTLEMENT OF SECURITY
TRANSACTIONS; INSURANCE PREMIUMS; FEES AND EXPENSES OF THE CUSTODIAN FOR ALL
SERVICES TO THE PORTFOLIO, INCLUDING SAFEKEEPING OF FUNDS AND SECURITIES AND
MAINTAINING REQUIRED BOOKS AND ACCOUNTS; EXPENSES OF CALCULATING THE NET ASSET
VALUE OF THE PORTFOLIO (INCLUDING BUT NOT LIMITED TO THE FEES OF INDEPENDENT
PRICING SERVICES); EXPENSES OF MEETINGS OF THE PORTFOLIO'S INVESTORS; EXPENSES
RELATING TO THE ISSUANCE OF BENEFICIAL INTERESTS IN THE PORTFOLIO; AND SUCH
NON-RECURRING OR EXTRAORDINARY EXPENSES AS MAY ARISE, INCLUDING THOSE RELATING
TO ACTIONS, SUITS OR PROCEEDINGS TO WHICH THE TRUST ON BEHALF OF THE PORTFOLIO
MAY BE A PARTY AND THE LEGAL OBLIGATION WHICH THE TRUST MAY HAVE TO INDEMNIFY
ITS TRUSTEES AND OFFICERS WITH RESPECT THERETO.
4. COMPENSATION OF THE SUBADVISER. FOR THE SERVICES TO BE RENDERED BY THE
SUBADVISER HEREUNDER, THE TRUST SHALL PAY TO THE SUBADVISER FROM THE ASSETS OF
EACH PORTFOLIO AN INVESTMENT SUBADVISORY FEE, ACCRUED DAILY AND PAID MONTHLY,
AT AN ANNUAL RATE EQUAL TO THE AMOUNTS DESIGNATED IN THE FEE TABLE ANNEXED
HERETO AS SCHEDULE B. IF THE SUBADVISER SERVES AS INVESTMENT SUBADVISER FOR
LESS THAN THE WHOLE OF ANY PERIOD SPECIFIED IN THIS SECTION 4, THE COMPENSATION
TO THE SUBADVISER SHALL BE PRORATED.
5. COVENANTS OF THE SUBADVISER. THE SUBADVISER AGREES THAT IT WILL NOT
DEAL WITH ITSELF, OR WITH THE TRUSTEES OF THE TRUST OR THE TRUST'S PRINCIPAL
UNDERWRITER OR DISTRIBUTOR, AS PRINCIPALS IN MAKING PURCHASES OR SALES OF
SECURITIES OR OTHER PROPERTY FOR THE ACCOUNT OF A PORTFOLIO, EXCEPT AS
PERMITTED BY THE 1940 ACT, WILL NOT TAKE A LONG OR SHORT POSITION IN BENEFICIAL
INTERESTS OF A PORTFOLIO EXCEPT AS PERMITTED BY THE DECLARATION, AND WILL
COMPLY WITH ALL OTHER PROVISIONS OF THE DECLARATION AND BY-LAWS AND THE
THEN-CURRENT REGISTRATION STATEMENT APPLICABLE TO THE PORTFOLIO RELATIVE TO THE
SUBADVISER AND ITS PARTNERS, DIRECTORS AND OFFICERS.
6. LIMITATION OF LIABILITY OF THE SUBADVISER. THE SUBADVISER SHALL NOT BE
LIABLE FOR ANY ERROR OF JUDGMENT OR MISTAKE OF LAW OR FOR ANY LOSS ARISING OUT
OF ANY INVESTMENT OR FOR ANY ACT OR OMISSION IN THE EXECUTION OF SECURITIES
TRANSACTIONS FOR A PORTFOLIO, EXCEPT FOR WILLFUL MISFEASANCE, BAD FAITH OR
GROSS NEGLIGENCE IN THE PERFORMANCE OF ITS DUTIES, OR BY REASON OF RECKLESS
DISREGARD OF ITS OBLIGATIONS AND DUTIES HEREUNDER. AS USED IN THIS SECTION 6,
THE TERM "SUBADVISER" SHALL INCLUDE DIRECTORS, OFFICERS, PARTNERS AND EMPLOYEES
OF THE SUBADVISER AS WELL AS THE SUBADVISER ITSELF. THE ADVISER IS EXPRESSLY
MADE A THIRD PARTY BENEFICIARY OF THIS AGREEMENT, AND MAY ENFORCE ANY
OBLIGATIONS OF THE SUBADVISER UNDER THIS AGREEMENT AND RECOVER DIRECTLY FROM
THE SUBADVISER FOR ANY LIABILITY THE SUBADVISER MAY HAVE HEREUNDER.
7. ACTIVITIES OF THE SUBADVISER. THE SERVICES OF THE SUBADVISER TO THE
PORTFOLIOS ARE NOT TO BE DEEMED TO BE EXCLUSIVE, THE SUBADVISER BEING FREE TO
RENDER INVESTMENT ADVISORY AND/OR OTHER SERVICES TO OTHERS, INCLUDING ACCOUNTS
OR INVESTMENT MANAGEMENT COMPANIES WITH SIMILAR OR IDENTICAL INVESTMENT
OBJECTIVES TO THE PORTFOLIOS. IT IS UNDERSTOOD THAT TRUSTEES, OFFICERS, AND
INVESTORS OF THE TRUST OR THE ADVISER ARE OR MAY BE OR MAY BECOME INTERESTED IN
THE SUBADVISER, AS DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, OR OTHERWISE AND
THAT DIRECTORS, OFFICERS, PARTNERS AND EMPLOYEES OF THE SUBADVISER ARE OR MAY
BECOME SIMILARLY INTERESTED IN THE TRUST OR THE ADVISER AND THAT THE SUBADVISER
MAY BE OR MAY BECOME INTERESTED IN THE TRUST AS AN INVESTOR OR OTHERWISE.
8. DURATION, TERMINATION AND AMENDMENTS OF THIS AGREEMENT. THIS AGREEMENT
SHALL BECOME EFFECTIVE AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN, AND SHALL
GOVERN THE RELATIONS BETWEEN THE PARTIES HERETO THEREAFTER AND SHALL REMAIN IN
FORCE UNTIL SEPTEMBER __, 2002, ON WHICH DATE IT WILL TERMINATE UNLESS ITS
CONTINUANCE WITH RESPECT TO A PORTFOLIO AFTER SEPTEMBER __ , 2002 IS
"SPECIFICALLY APPROVED AT LEAST ANNUALLY" (A) BY THE VOTE OF A MAJORITY OF THE
TRUSTEES OF THE TRUST WHO ARE NOT "INTERESTED PERSONS" OF THE TRUST OR OF THE
ADVISER OR OF THE SUBADVISER AT A MEETING SPECIFICALLY CALLED FOR THE PURPOSE
OF VOTING ON SUCH APPROVAL, AND (B) BY THE BOARD OF TRUSTEES OF THE TRUST OR BY
"VOTE OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE PORTFOLIO.
THIS AGREEMENT MAY BE TERMINATED AT ANY TIME WITH RESPECT TO A PORTFOLIO
WITHOUT THE PAYMENT OF ANY PENALTY BY (I) THE TRUSTEES, (II) THE "VOTE OF A
MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE PORTFOLIO, OR (III) THE
ADVISER, IN EACH CASE ON NOT MORE THAN 60 DAYS' NOR LESS THAN 30 DAYS' WRITTEN
NOTICE TO THE OTHER PARTY. THIS AGREEMENT MAY BE TERMINATED WITH RESPECT TO A
PORTFOLIO AT ANY TIME WITHOUT THE PAYMENT OF ANY PENALTY BY THE SUBADVISER ON
NOT LESS THAN 90 DAYS' WRITTEN NOTICE TO THE ADVISER. THIS AGREEMENT SHALL
AUTOMATICALLY TERMINATE IN THE EVENT OF ITS "ASSIGNMENT." TO THE EXTENT THIS
AGREEMENT IS TERMINATED OR "ASSIGNED" WITH RESPECT TO ONE PORTFOLIO, THIS
AGREEMENT SHALL REMAIN IN EFFECT FOR THE REMAINING PORTFOLIO COVERED BY THIS
AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND
MAY BE AMENDED ONLY IF SUCH AMENDMENT IS APPROVED BY THE SUBADVISER AND THE
"VOTE OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE PORTFOLIO
(EXCEPT FOR ANY SUCH AMENDMENT AS MAY BE EFFECTED IN THE ABSENCE OF SUCH
APPROVAL WITHOUT VIOLATING THE 1940 ACT).
THE TERMS "SPECIFICALLY APPROVED AT LEAST ANNUALLY," "VOTE OF A MAJORITY
OF THE OUTSTANDING VOTING SECURITIES," "ASSIGNMENT," "AFFILIATED PERSON," AND
"INTERESTED PERSONS," WHEN USED IN THIS AGREEMENT, SHALL HAVE THE RESPECTIVE
MEANINGS SPECIFIED IN, AND SHALL BE CONSTRUED IN A MANNER CONSISTENT WITH, THE
1940 ACT, SUBJECT, HOWEVER, TO SUCH EXEMPTIONS AS MAY BE GRANTED BY THE
SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL OBLIGATIONS OF THE TRUST UNDER
THIS AGREEMENT ARE BINDING ONLY WITH RESPECT TO THE APPLICABLE PORTFOLIO; THAT
ANY LIABILITY OF THE TRUST UNDER THIS AGREEMENT, OR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREIN, SHALL BE DISCHARGED ONLY OUT OF THE ASSETS OF
THAT PORTFOLIO; AND THAT NO OTHER SERIES OF THE TRUST SHALL BE LIABLE WITH
RESPECT TO THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREIN.
THE UNDERSIGNED OFFICER OF THE TRUST HAS EXECUTED THIS AGREEMENT NOT
INDIVIDUALLY BUT IN HIS CAPACITY AS AN OFFICER OF THE TRUST UNDER THE
DECLARATION, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF
THE TRUSTEES, OFFICERS OR HOLDERS OF BENEFICIAL INTERESTS IN THE TRUST
INDIVIDUALLY.
9. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND THE PROVISIONS
THEREOF INTERPRETED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS PROVIDED, HOWEVER, THAT NOTHING HEREIN WILL BE CONSTRUED IN A
MANNER INCONSISTENT WITH THE 1940 ACT OR ANY RULES OR REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION THEREUNDER.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE
EXECUTED AND DELIVERED IN THEIR NAMES AND ON THEIR BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
CITIFUNDS TRUST I STATE STREET
ON BEHALF OF GLOBAL ADVISORS, A DIVISION OF
THE SERIES LISTED ON STATE STREET BANK AND
SCHEDULE A TRUST COMPANY
BY:____________________________ BY:____________________________
TITLE:_________________________ TITLE:_________________________
SCHEDULE A
CITI FORTUNE 500 INDEX FUND
CITI FORTUNE E-50 INDEX FUND
SCHEDULE B
FEE TABLE
------------------ ------------------ --------------------
PORTFOLIO FEE PAYABLE AS A MINIMUM ANNUAL
PERCENTAGE OF FEE (PAYABLE
THE AVERAGE ONLY TO THE
DAILY NET ASSETS EXTENT GREATER
OF THE THAN THE AMOUNT
PORTFOLIO CALCULATED AS A
ALLOCATED TO PERCENTAGE OF
THE SUBADVISOR AVERAGE DAILY
NET ASSETS OF
THE PORTFOLIO
------------------ ------------------ --------------------
CITI FORTUNE 500 ___% $________ (NOT
INDEX FUND APPLICABLE FOR THE
FIRST YEAR)
------------------ ------------------ --------------------
CITIFORTUNE E-50 ___% $________ (NOT
INDEX FUND APPLICABLE FOR THE
FIRST YEAR)
------------------ ------------------ --------------------
