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Rule 497(e) File Nos. 2-90519 and 811-4007
SUPPLEMENT DATED MAY 14, 1999 TO PROSPECTUS DATED MARCH 1, 1999
FOR
CITIFUNDSSM LARGE CAP GROWTH PORTFOLIO
The fourth paragraph appearing in the "Management of the Fund--Manager" section
on pages 26-27 is deleted and replaced with the following:
Richard Goldman, Vice President, has been responsible, first as a co-manager and
then as manager, for the daily management of the Fund since January 1996. Mr.
Goldman is a Senior Investment Officer and lead portfolio manager for the
Focused Growth Large Cap Funds and has been a member of the Large Cap Growth
Team since June 1994. He joined Citibank in 1985 as an assistant portfolio
manager, working on quantitative portfolio strategies. Within the investment
unit, he has had responsibilities in both product development and portfolio
management. From September 1988 through June 1994, Mr. Goldman served as
Director of Institutional Investor Relations, where his responsibilities
included managing Citicorp's relationships with its investors and rating
agencies. He currently manages, or co-manages, approximately $6 billion of total
assets at Citibank.
