<PAGE>
Rule 497(e) File Nos. 2-90519 and 811-4007
Supplement
DATED JULY 14, 2000 TO
PROSPECTUS DATED MARCH 1, 2000
CITIFUNDS(R) LARGE CAP GROWTH PORTFOLIO
Effective September 11, 2000, exchanges into CitiFunds previously available
for exchange will no longer be allowed. You will, however, have the
opportunity to exchange your fund shares at any time after that date for
shares of any Smith Barney fund made available by your Service Agent. No sales
charge will be imposed on those exchanges. In addition, there may be differences
in certain shareholder services and programs offered by the Smith Barney funds.
<PAGE>
Rule 497(e) File Nos. 2-90519 and 811-4007
Supplement
DATED JULY 14, 2000 TO
PROSPECTUS DATED MARCH 1, 2000
CITIFUNDS(R) SMALL CAP GROWTH PORTFOLIO
Effective September 11, 2000, exchanges into CitiFunds previously available
for exchange will no longer be allowed. You will, however, have the
opportunity to exchange your fund shares at any time after that date for
shares of any Smith Barney fund made available by your Service Agent. No sales
charge will be imposed on those exchanges. In addition, there may be differences
in certain shareholder services and programs offered by the Smith Barney funds.
<PAGE>
Rule 497(e) File Nos. 2-90519 and 811-4007
Supplement
DATED JULY 14, 2000 TO
PROSPECTUS DATED MARCH 1, 2000
CITIFUNDS(R) GROWTH & INCOME PORTFOLIO
On July 13, 2000, the Board of Trustees of CitiFunds Growth & Income Portfolio
approved an agreement and plan of reorganization between CitiFunds Growth &
Income Portfolio and Smith Barney Large Cap Value Fund. The agreement and plan
of reorganization is subject to approval by shareholders of CitiFunds Growth &
Income Portfolio.
In addition, after September 11, 2000, exchanges into CitiFunds previously
available for exchange will no longer be allowed. You will, however, have the
opportunity to exchange your fund shares at any time after that date for
shares of any Smith Barney fund made available by your Service Agent. No sales
charge will be imposed on those exchanges.
