CITIFUNDS TRUST II, 497, 2000-09-15

CITIFUNDS TRUST II
497, 2000-09-15

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Filing made under Rule 497(c)
File nos. 2-90519 and 811-4007

[logo] Smith Barney
Mutual Funds
Your Serious Money. Professionally Managed.(SM)

PROSPECTUS

DIVERSIFIED LARGE
CAP GROWTH
FUND

CLASS A, B, L AND Y SHARES
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SEPTEMBER 11, 2000

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INVESTMENT PRODUCTS: NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE
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The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete. Any
statement to the contrary is a crime.
<PAGE>

DIVERSIFIED LARGE CAP GROWTH FUND

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CONTENTS
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Investments, risks and performance ...................................... 2

More on the fund's investments .......................................... 8

Management .............................................................. 10

Choosing a class of shares to buy ....................................... 11

Comparing the fund's classes ............................................ 13

Sales charges ........................................................... 14

More about deferred sales charges ....................................... 17

Buying shares ........................................................... 18

Exchanging shares ....................................................... 19

Redeeming shares ........................................................ 20

Other things to know about share transactions ........................... 22

Dividends, distributions and taxes ...................................... 24

Share price ............................................................. 25

Financial highlights .................................................... 26
<PAGE>

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INVESTMENTS, RISKS AND PERFORMANCE
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INVESTMENT OBJECTIVE

The fund seeks long-term capital growth. Dividend income, if any, is incidental
to this goal.

PRINCIPAL INVESTMENT STRATEGIES

KEY INVESTMENTS The fund invests primarily in equity securities of U.S. large
cap issuers that, at the time the securities are purchased, have market
capitalizations within the top 1,000 stocks of the equity market. Under normal
circumstances, at least 65% of the fund's total assets is invested in these
securities. At June 30, 2000, issuers within the top 1,000 stocks had market
capitalizations of at least $1.8 billion. This number will change with changes
in the market. The fund may also invest in securities issued by smaller
companies.

The fund's equity securities consist primarily of common stocks. The fund may
also invest in other equity securities that the manager believes provide
opportunities for appreciation, such as preferred stock, warrants and securities
convertible into common stock.

SELECTION PROCESS The manager uses a growth approach, emphasizing
well-established companies with superior management teams. The manager looks
principally for issuers with long histories of strong, relatively predictable
earnings growth rates and the products and strategies for continuing
above-average growth. The manager seeks issuers that build earnings by
increasing sales, productivity and market share rather than by cutting costs.
The manager also emphasizes issuers with stable financial characteristics and
low debt levels. The fund may continue to hold securities of issuers that become
mid cap or small cap issuers if, in the manager's judgment, these securities
remain good investments for the fund.

The manager generally uses a "bottom-up" approach when selecting securities for
the fund. This means that the manager looks primarily at individual companies
with consistent earnings growth against the context of broader market forces.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Investors could lose money on their investment in the fund, or the fund may not
perform as well as other investments, if:

[] Key economic trends become materially unfavorable, such as rising interest
rates and levels of inflation or a slowdown of economic growth.

[] Stock prices decline generally.

[] Large capitalization companies fall out of favor with investors.

[] An adverse company specific event, such as an unfavorable earnings report,
negatively affects the stock price of a company in which the fund invests.

[] The manager's judgement about the attractiveness, growth prospects, or
potential appreciation of a particular stock proves to be incorrect.

The fund's growth-oriented investment style may increase the risks of investing
in the fund. Growth securities typically are quite sensitive to market movements
because their market prices tend to reflect future expectations. When it appears
those expectations will not be met, the prices of growth securities typically
fall. Growth securities may also be more volatile than other investments because
they generally do not pay dividends. The fund may underperform certain other
stock funds (those emphasizing value stocks, for example) during periods when
growth stocks are out of favor.

See page 8 for more information about the risks of investing in the fund.

WHO MAY WANT TO INVEST The fund may be an appropriate investment if:

[] You want to direct a portion of your overall investment portfolio to stocks
of large cap issuers.

[] You are seeking growth of principal and not current income but are concerned
about the high level of market volatility typically associated with more
aggressive growth funds.

[] You are prepared to accept daily share price fluctuations and possible
losses.

[] Your investment horizon is longer term -- typically at least five years.

RISK RETURN BAR CHART

This bar chart indicates the risks of investing in the fund by showing changes
in the fund's performance from year to year. Past performance does not
necessarily indicate how the fund will perform in the future. This bar chart
shows the performance of the fund's Class A shares for each of the calendar
years indicated. Class B, L and Y shares would have different performance
because of their different expenses. The chart does not reflect sales charges,
which would reduce your return. The chart does reflect certain fee waivers or
reimbursements, which if reduced or eliminated may cause the fund's performance
to go down.

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TOTAL RETURN FOR CLASS A SHARES*
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91 30.74%
92 7.60%
93 12.26%
94 (0.41)%
95 27.55%
96 13.84%
97 31.38%
98 37.19%
99 17.18%

QUARTERLY RETURNS* (FOR THE YEARS COVERED BY THE BAR CHART):

Highest: 22.62% in 4th quarter 1998; Lowest: (7.71)% in 3rd quarter 1998.

Year to date: 0.12% through 6/30/00.

* The returns shown for Class A shares include returns for periods before the
creation of share classes on January 4, 1999.

RISK RETURN TABLE

This table indicates the risks of investing in the fund by comparing the average
annual total return of each class for the periods shown with that of the S&P 500
Barra Growth Index. The table assumes imposition of the maximum sales charge
currently applicable to the class, redemption of shares at the end of the
period, and reinvestment of distributions and dividends. The table also reflects
certain fee waivers or reimbursements, which if reduced or eliminated may cause
the fund's performance to go down.

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AVERAGE ANNUAL TOTAL RETURNS
CALENDAR YEARS ENDED DECEMBER 31, 1999
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CLASS 1 YEAR 5 YEARS SINCE INCEPTION INCEPTION DATE

A* 11.32% 23.84% 18.65% 10/19/90
B 11.64% n/a 11.64% 1/04/99

L** n/a n/a n/a **
Y** n/a n/a n/a **

S&P 500 Barra
Growth Index 27.98% 33.55% *** ***

* The returns for Class A in the table have been adjusted to reflect the
maximum front-end sales charge currently applicable to the Class A shares.
** Class L and Class Y shares are newly offered.
*** Information regarding index performance from the inception of Class A shares
is not available.

FEE TABLE

This table sets forth the fees and expenses you may pay if you invest in fund
shares.

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SHAREHOLDER FEES
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(FEES PAID DIRECTLY FROM
YOUR INVESTMENT) CLASS A CLASS B CLASS L CLASS Y

Maximum sales charge (load)
imposed on purchases
(as a % of offering price) 5.00% None 1.00% None

Maximum deferred sales charge
(load) (as a % of the lower of
net asset value at purchase or
redemption) None(1) 5.00% 1.00% None

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ANNUAL FUND OPERATING EXPENSES(2)
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(EXPENSES DEDUCTED FROM
FUND ASSETS) CLASS A CLASS B CLASS L(3) CLASS Y(3)

Management fee 0.90% 0.90% 0.90% 0.90%
Distribution and service
(12b-1) fees 0.25% 1.00% 1.00% None

Other expenses 0.12% 0.12% 0.12% 0.12%
Total annual fund
operating expenses* 1.27% 2.02% 2.02% 1.02%

*Because some of the fund's
expenses were waived or
reimbursed, actual total
operating expenses for the
prior year were (or in the
case of Class L and Y
shares would have been): 1.05% 1.80% 1.80% 0.80%

These fee waivers and reimbursements may be reduced or terminated at any time.

(2) The fund invests in securities through an underlying mutual fund. This table
reflects the expenses of the fund and its underlying mutual fund.

(3) Because Class L and Y shares are newly offered, "Other Expenses" have been
estimated based on expenses incurred by Class A shares.

EXAMPLE

This example helps you compare the costs of investing in the fund with the costs
of investing in other mutual funds. Your actual costs may be higher or lower.
The example assumes:

[] You invest $10,000 in the fund for the periods shown

[] Your investment has a 5% return each year the assumption of a 5% return is
required by the SEC for the purposes of this example and is not a prediction
of the fund's future performance

[] You reinvest all distributions and dividends without a sales charge

[] The fund's operating expenses remain the same

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NUMBER OF YEARS YOU OWN YOUR SHARES
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1 YEAR 3 YEARS 5 YEARS 10 YEARS

Class A
(with or without redemption) $623 $883 $1,162 $1,957
Class B
(redemption at end of period) $705 $934 $1,188 $2,155

Class B
(no redemption) $205 $634 $1,088 $2,155
Class L
(redemption at end of period) $403 $727 $1,177 $2,425

Class L
(no redemption) $303 $727 $1,177 $2,425
Class Y
(with or without redemption) $104 $325 $ 563 $1,248
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MORE ON THE FUND'S INVESTMENTS
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DERIVATIVES The fund may, but need not, use derivative contracts, such as stock
index futures:

[] To hedge against changes in the prices of securities held or to be bought or
changes in the values (in U.S. dollars) of securities of foreign issuers

[] To enhance potential gains

[] As a substitute for buying or selling securities

[] As a cash flow management technique

If the fund invests in derivatives, even a small investment in derivative
contracts can have a big impact on the fund's stock and currency rate exposure.
Therefore, using derivatives can disproportionately increase losses and reduce
opportunities for gains when stock prices or currency rates are changing. The
fund may not fully benefit from or may lose money on derivatives if changes in
their value do not correspond accurately to changes in the value of the fund's
holdings. Derivatives can also make a fund less liquid and harder to value,
especially in declining markets, and the counterparty may fail to honor contract
terms. Derivatives may not be available on terms that make economic sense (for
example, they may be too costly).

FOREIGN INVESTMENTS The fund may invest in foreign securities, including the
securities of emerging market issuers. The fund may invest directly in foreign
issuers or invest in depositary receipts.

The fund's investments in securities of foreign issuers involve greater risk
than investments in securities of U.S. issuers. These risks may include
expropriation of assets, confiscatory taxation, withholding taxes on dividends
and interest paid on fund investments, currency exchange controls and other
limitations on the use or transfer of fund assets and political or social
instability. The Fund could also lose money if the currency in which a security
is priced declines in value relative to the U.S. dollar. In some foreign
countries, less information is available about foreign issuers and markets
because of less rigorous accounting and regulatory standards than in the U.S.
Foreign markets may offer less protection to investors. Enforcing legal rights
may be difficult, costly and slow. There may be special problems enforcing
claims against foreign governments. Many foreign countries the fund invests in
have markets that are less liquid and more volatile than markets in the U.S. In
addition, there is the possibility of governmental controls on currency
exchanges or governmental intervention in currency markets. Controls or
intervention could limit or prevent the fund from realizing value in U.S.
dollars from its investment in foreign securities. Economic and Monetary Union
and the introduction of a single European currency, which began on January 1,
1999, may increase uncertainties relating to investment in European markets.

Because the value of a depositary receipt is dependent upon the market price of
an underlying foreign security, depositary receipts are subject to most of the
risks associated with investing in foreign securities directly.

The risks of investing in foreign securities are greater for securities of
emerging market issuers because political or economic instability, lack of
market liquidity, and negative government actions like currency controls or
seizure of private businesses or property are more likely.

SMALL CAP SECURITIES The fund may also invest in common stocks and other
securities issued by small companies that have market capitalizations below the
top 1,000 stocks of the equity market. The securities of smaller capitalized
companies may have more risks than those of larger, more seasoned companies.
They may be particularly susceptible to market downturns and their prices may be
more volatile, causing the fund's share price to be volatile.

DEBT SECURITIES While the fund expects to invest mainly in equity securities,
the fund may also invest in debt securities to a limited extent. The fund's debt
securities must be investment grade when the fund purchases them. Less than 5%
of the fund's assets may be invested in debt securities rated Baa by Moody's or
BBB by Standard & Poors. Generally, the value of these debt securities will
decline if interest rates rise, the credit rating of the security is downgraded
or the issuer defaults on its obligation to pay principal or interest.

CONVERTIBLE SECURITIES Convertible securities, which are debt securities that
may be converted into stock, are subject to the market risks of stocks as well
as the risks of debt securities.

CASH MANAGEMENT The fund may hold cash pending investment, and may invest in
money market instruments, repurchase agreements and reverse repurchase
agreements for cash management purposes.

PORTFOLIO TURNOVER The fund may engage in active and frequent trading to achieve
its principal investment strategies. This may lead to the realization and
distribution to shareholders of higher capital gains, which would increase their
tax liability. Frequent trading also increases transaction costs, which could
detract from the fund's performance. The "Financial highlights" section of this
Prospectus shows the fund's historical portfolio turnover rate.

INVESTMENT STRUCTURE The fund does not invest directly in securities but instead
invests through an underlying mutual fund, having the same investment goals and
strategies as the fund. The underlying mutual fund buys, holds and sells
securities in accordance with these goals and strategies. Unless otherwise
indicated, references to the fund in this Prospectus include the underlying
fund. The fund may stop investing in its underlying mutual fund at any time, and
will do so if the fund's Trustees believe that to be in the best interests of
the fund's shareholders. The fund could then invest in another mutual fund or
pooled investment vehicle or invest directly in securities.

DEFENSIVE INVESTING The fund may depart from its principal investment strategies
in response to adverse market, economic or political conditions by taking
temporary defensive positions in all types of money market instruments. If the
fund takes a temporary defensive position, it may be unable to achieve its
investment goal.

The fund may also use other strategies and invest in other securities that are
described, along with their risks, in the Statement of Additional Information
("SAI"). However, the fund may not use all of the strategies and techniques or
invest in all of the types of securities described in this Prospectus or in the
SAI. Also note that there are many other factors that could adversely affect
your investment and that could prevent the fund from achieving its goals, which
are not described here.

The fund's goals and strategies may be changed without shareholder approval.

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MANAGEMENT
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MANAGER The fund draws on the strength and experience of Citibank N.A., the
investment manager of the fund. Subject to policies set by the fund's Trustees,
the manager makes investment decisions. The manager has been managing money
since 1822. With its affiliates, it currently manages more than $351 billion in
assets worldwide.

Citibank, with headquarters at 153 East 53rd Street, New York, New York, is a
wholly-owned subsidiary of Citigroup Inc. Citibank is an affiliate of Salomon
Smith Barney.

Citibank and its affiliates, including their directors, officers or employees,
may have banking and investment banking relationships with the issuers of
securities that are held in the fund. They may also own the securities of these
issuers. However, in making investment decisions for the fund, the manager does
not obtain or use material inside information acquired by any division,
department or affiliate of the manager in the course of those relationships. The
manager and its affiliates may have loans outstanding that are repaid with
proceeds of securities purchased by the fund.

Richard Goldman, Vice President, has been responsible, first as a co-portfolio
manager and then as portfolio manager, for the daily management of the Fund
since January 1996. Mr. Goldman is a Senior Investment Officer and portfolio
manager at Citibank where he currently manages, or co-manages, approximately $4
billion of total assets. From 1988 through 1995 he was responsible for running
Citicorp's Institutional Investor Relations Department.

MANAGEMENT FEE For the fund's fiscal year ended October 31, 1999, the manager
received management fees totaling 0.68% of the fund's average daily net assets,
after waivers.

DISTRIBUTION PLANS The fund has adopted Rule 12b-1 distribution plans for its
Class A, B and L shares. Under each plan, the fund pays distribution and/or
service fees. These fees are an ongoing expense and, over time, may cost you
more than other types of sales charges.

The distributor may make payments for distribution and/or shareholder servicing
activities out of its past profits and other available sources. The distributor
may also make payments for marketing, promotional or related expenses to
dealers. The amount of these payments is determined by the distributor and may
be substantial. The manager or an affiliate may make similar payments under
similar arrangements.

TRANSFER AGENT AND SHAREHOLDER SERVICING AGENT Citi Fiduciary Trust Company
serves as the fund's transfer agent and shareholder servicing agent (the
"transfer agent"). The transfer agent has entered into a sub-transfer agency and
services agreement with PFPC Global Fund Services to serve as the fund's
sub-transfer agent (the "sub-transfer agent"). The sub-transfer agent will
perform certain functions including shareholder record keeping and accounting
services.

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CHOOSING A CLASS OF SHARES TO BUY
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You can choose among four classes of shares: Classes A, B, L and Y. Each class
has different sales charges and expenses, allowing you to choose the class that
best meets your needs. Which class is more beneficial to an investor depends on
the amount and intended length of the investment.

[] If you plan to invest regularly or in large amounts, buying Class A shares
may help you reduce sales charges and ongoing expenses

[] For Class B shares, all of your purchase amount and, for Class L shares,
more of your purchase amount (compared to Class A shares) will be
immediately invested. This may help offset the higher expenses of Class B
and Class L shares, but only if the fund performs well

[] Class L shares have a shorter deferred sales charge period than Class B
shares. However, because Class B shares convert to Class A shares, and Class
L shares do not, Class B shares may be more attractive to long-term
investors.

You may buy shares from:

[] Certain broker-dealers, financial intermediaries, financial institutions or
a distributor's financial consultants (each called a "Service Agent").

[] The fund, but only if you are investing through certain qualified plans or
Service Agents

All classes of shares are not available through all Service Agents. You should
consult your Service Agent for further information.

INVESTMENT MINIMUMS Minimum initial and additional investment amounts vary
depending on the class of shares you buy and the nature of your investment
account.

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INITIAL ADDITIONAL
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CLASSES A, B, L CLASS Y ALL CLASSES

General $1,000 $15 million $50

IRA, Self Employed Retirement
Plans, Uniform Gift to Minor
Accounts $ 250 $15 million $50

Qualified Retirement
Plans* $ 25 $15 million $25
Simple IRAs $ 1 n/a $ 1

Monthly Systematic
Investment Plans $ 25 n/a $25
Quarterly Systematic
Investment Plans $ 50 n/a $50

*Qualified Retirement Plans are retirement plans qualified under Section
403(b)(7) or Section 401(a) of the Internal Revenue Code, including 401(k)
plans

COMPARING THE FUND'S CLASSES

Your Service Agent can help you decide which class meets your goals. The Service
Agent may receive different compensation depending upon which class you choose.

CLASS A CLASS B CLASS L CLASS Y

KEY FEATURES [] Initial [] No initial [] Initial [] No initial
sales sales sales or
charge charge charge is deferred
[] You may [] Deferred lower than sales
qualify sales Class A charge
for charge [] Deferred [] Must
reduction declines sales invest at
or waiver over time charge for least $15
of initial [] Converts only 1 million
sales to Class A year [] Lower
charge after 8 [] Does not annual
[] Lower years convert to expenses
annual [] Higher Class A than the
expenses annual [] Higher other
than Class expenses annual classes
B and than expenses
Class L Class A than Class A

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INITIAL SALES Up to None 1.00% None
CHARGE 5.00%;
reduced
for large
purchases
and waived
for
certain
investors.
No charge
for
purchases
of
$1,000,000
or more

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DEFERRED SALES 1.00% on Up to 1.00% if None
CHARGE purchases 5.00% you redeem
of charged within 1
$1,000,000 when you year of
or more if redeem purchase
you redeem shares.
within 1 The charge
year of is reduced
purchase over time
and there
is no
deferred
sales
charge
after 6
years

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ANNUAL 0.25% of 1.00% of 1.00% of None
DISTRIBUTION average average average
AND SERVICE daily daily daily
FEES net assets net assets net assets

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EXCHANGEABLE Class A Class B Class L Class Y
INTO* shares shares shares shares
of most of most of most of most
Smith Smith Smith Smith
Barney Barney Barney Barney
funds funds funds funds

------------------------------------------------------------------------------
* Ask your Service Agent for the Smith Barney funds available for exchange.

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SALES CHARGES
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CLASS A SHARES

You buy Class A shares at the offering price, which is the net asset value plus
a sales charge. You pay a lower sales charge as the size of your investment
increases to certain levels called breakpoints. You do not pay a sales charge on
the fund's distributions or dividends you reinvest in additional Class A shares.

The table below shows the rate of sales charge that you pay, depending on the
amount that you purchase.

The table below also shows the amount of broker/dealer compensation that is paid
out of the sales charge. This compensation includes commissions and other fees
that Service Agents that sell shares of the Fund receive. The distributor keeps
up to approximately 10% of the sales charge imposed on Class A shares. Service
Agents also will receive the service fee payable on Class A shares at an annual
rate equal to 0.25% of the average daily net assets represented by the Class A
shares sold by them.

BROKER/
SALES CHARGE AS A % OF DEALER
---------------------------- COMMISSION
OFFERING NET AMOUNT AS A % OF
AMOUNT OF PURCHASE PRICE (%) INVESTED (%) OFFERING PRICE

Less than $25,000 5.00 5.26 4.50

$25,000 but less than $50,000 4.25 4.44 3.83
$50,000 but less than $100,000 3.75 3.90 3.38

$100,000 but less than $250,000 3.25 3.36 2.93
$250,000 but less than $500,000 2.75 2.83 2.48

$500,000 but less than $1,000,000 2.00 2.04 1.80
$1,000,000 or more -0- -0- up to 1.00

INVESTMENTS OF $1,000,000 OR MORE You do not pay an initial sales charge when
you buy $1,000,000 or more of Class A shares. However, if you redeem these Class
A shares within one year of purchase, you will pay a deferred sales charge of
1.00%.

QUALIFYING FOR A REDUCED CLASS A SALES CHARGe There are several ways you can
combine multiple purchases of Class A shares of Smith Barney funds to take
advantage of the breakpoints in the sales charge schedule.

ACCUMULATION PRIVILEGE -- lets you combine the current value of Class A shares
owned

[] by you, or

[] by members of your immediate family,

and for which a sales charge was paid, with the amount of your next purchase of
Class A shares for purposes of calculating the initial sales charge. Certain
trustees and fiduciaries may be entitled to combine accounts in determining
their sales charge.

LETTER OF INTENT -- lets you purchase Class A shares of the fund and other Smith
Barney funds over a 13-month period and pay the same sales charge, if any, as if
all shares had been purchased at once. You may include purchases on which you
paid a sales charge within 90 days before you sign the letter.

WAIVERS FOR CERTAIN CLASS A INVESTORS Class A initial sales charges are waived
for certain types of investors, including:

[] Employees of NASD members

[] Investors participating in a fee-based program sponsored by certain
broker-dealers affiliated with Citigroup

[] Investors who redeemed the same number of Class A shares of a Smith Barney
fund in the past 60 days, if the investor's Service Agent is notified

If you want to learn about additional waivers of Class A initial sales charges,
contact your Service Agent or consult the SAI.

CLASS B SHARES

You buy Class B shares at net asset value without paying an initial sales
charge. However, if you redeem your Class B shares within six years of purchase,
you will pay a deferred sales charge. The deferred sales charge decreases as the
number of years since your purchase increases.

YEAR AFTER PURCHASE 1ST 2ND 3RD 4TH 5TH 6TH THROUGH 8TH

Deferred sales charge 5% 4% 3% 2% 1% 0%

Service Agents selling Class B shares receive a commission of up to 4.50% of the
purchase price of the Class B shares that they sell, except for sales exempt
from the deferred sales charge. Service Agents also receive a service fee at an
annual rate equal to 0.25% of the average daily net assets represented by the
Class B shares that they have sold.

CLASS B CONVERSION After 8 years, Class B shares automatically convert into
Class A shares. This helps you because Class A shares have lower annual
expenses. Your Class B shares will convert to Class A shares as follows:

SHARES ISSUED:
SHARES ISSUED: ON REINVESTMENT OF SHARES ISSUED:
AT INITIAL DIVIDENDS AND UPON EXCHANGE FROM ANOTHER
PURCHASE DISTRIBUTIONS SMITH BARNEY FUND

Eight years In same proportion as the number On the date the shares
after the of Class B shares converting is originally acquired would
date of to total Class B shares you own have converted into Class A
purchase (excluding shares issued as a shares
dividend)

CLASS L SHARES

You buy Class L shares at the offering price, which is the net asset value plus
a sales charge of 1.00% (1.01% of the net amount invested). In addition, if you
redeem your Class L shares within one year of purchase, you will pay a deferred
sales charge of 1.00%. If you held Class C shares of any Smith Barney fund on
June 12, 1998, you will not pay an initial sales charge on Class L shares of the
fund you may buy before June 22, 2001.

Service Agents selling Class L shares receive a commission of up to 2.00% of the
purchase price of the Class L shares that they sell. Starting in the 13th month
after purchase, Service Agents also will receive an annual fee of up to 1.00% of
the average daily net assets represented by the Class L shares that they have
sold.

CLASS Y SHARES

You buy Class Y shares at net asset value with no initial sales charge and no
deferred sales charge when you redeem. You must meet the $15,000,000 initial
investment requirement. You can use a letter of intent to meet this requirement
by buying Class Y shares of the fund over a 13-month period. To qualify, you
must initially invest $5,000,000.

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MORE ABOUT DEFERRED SALES CHARGES
--------------------------------------------------------------------------------

The deferred sales charge is based on the net asset value at the time of
purchase or redemption, whichever is less. Therefore, you do not pay a sales
charge on amounts representing appreciation or depreciation.

In addition, you do not pay a deferred sales charge on:

[] Shares exchanged for shares of another Smith Barney fund

[] Shares representing reinvested distributions and dividends

[] Shares no longer subject to the deferred sales charge

Each time you place a request to redeem shares, the fund will first redeem any
shares in your account that are not subject to a deferred sales charge and then
the shares in your account that have been held the longest.

If you redeemed shares of a Smith Barney fund in the past 60 days and paid a
deferred sales charge, you may buy shares of the fund at the current net asset
value and be credited with the amount of the deferred sales charge, if you
notify your Service Agent.

The fund's distributor receives deferred sales charges as partial compensation
for its expenses in selling shares, including the payment of compensation to
your Service Agent.

DEFERRED SALES CHARGE WAIVERS

The deferred sales charge for each share class will generally be waived:

[] On payments made through certain systematic withdrawal plans

[] On certain distributions from a retirement plan

[] For involuntary redemptions of small account balances

[] For 12 months following the death or disability of a shareholder

If you want to learn about additional waivers of deferred sales charges, contact
your Service Agent or consult the SAI.

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BUYING SHARES
--------------------------------------------------------------------------------

THROUGH A SERVICE AGENT You should contact your Service Agent
to open a brokerage account and make arrangements to
buy shares.

If you do not provide the following information, your
order will be rejected
[] Class of shares being bought
[] Dollar amount or number of shares being bought

Your Service Agent may charge an annual account
maintenance fee.
--------------------------------------------------------------------------------

THROUGH THE FUND Qualified retirement plans and certain other
investors who are clients of certain Service Agents are
eligible to buy shares directly from the fund.

[] Write to the fund at the following address:
SMITH BARNEY DIVERSIFIED LARGE CAP GROWTH FUND
(SPECIFY CLASS OF SHARES)
c/o PFPC GLOBAL FUND SERVICES
P.O. BOX 9699
PROVIDENCE, RI 02940-9699
[] Enclose a check to pay for the shares. For initial
purchases, complete and send an account
application.
[] For more information, call the transfer agent at
1-800-451-2010.
--------------------------------------------------------------------------------

THROUGH A SYSTEMATIC You may authorize your Service Agent or the
INVESTMENT PLAN sub-transfer agent to transfer funds automatically from
(i) a regular bank account, (ii) cash held in a
brokerage account opened with a Service Agent or (iii)
certain money market funds in order to buy shares on a
regular basis.

[] Amounts transferred should be at least: $25 monthly
or $50 quarterly
[] If you do not have sufficient funds in your account
on a transfer date, your Service Agent or the
sub-transfer agent may charge you a fee

For more information, contact your Service Agent or the
transfer agent or consult the SAI.

--------------------------------------------------------------------------------
EXCHANGING SHARES
--------------------------------------------------------------------------------

SMITH BARNEY OFFERS A You should contact your Service Agent to exchange
DISTINCTIVE FAMILY OF into other Smith Barney funds. Be sure to read the
FUNDS TAILORED TO HELP prospectus of the Smith Barney fund you are
MEET THE VARYING NEEDS exchanging into. An exchange is a taxable
OF BOTH LARGE AND SMALL transaction.
INVESTORS
[] You may exchange shares only for shares of the same
class of another Smith Barney fund. Not all Smith
Barney funds offer all classes.
[] Not all Smith Barney funds may be offered in your
state of residence. Contact your Service Agent or
the transfer agent for further information.
[] You must meet the minimum investment amount for
each fund (except for systematic investment plan
exchanges).
[] If you hold share certificates, the transfer agent
must receive the certificates endorsed for transfer
or with signed stock powers (documents transferring
ownership of certificates) before the exchange is
effective.
[] The fund may suspend or terminate your exchange
privilege if you engage in an excessive pattern of
exchanges.
--------------------------------------------------------------------------------

WAIVER OF ADDITIONAL Your shares will not be subject to an initial sales
SALES CHARGES charge at the time of the exchange.

Your deferred sales charge (if any) will continue to be
measured from the date of your original purchase. If
the fund you exchange into has a higher deferred sales
charge, you will be subject to that charge. If you
exchange at any time into a fund with a lower charge,
the sales charge will not be reduced.
--------------------------------------------------------------------------------

BY TELEPHONE If you do not have a brokerage account with a Service
Agent, you may be eligible to exchange shares through
the fund. You must complete an authorization form to
authorize telephone transfers. If eligible, you may
make telephone exchanges on any day the New York
Stock Exchange is open. Call the transfer agent at
1-800-451-2010 between 9:00 a.m. and 4:00 p.m.
(Eastern time). Requests received after the close of
regular trading on the Exchange are priced at the net
asset value next determined.

You can make telephone exchanges only between accounts
that have identical registrations.
--------------------------------------------------------------------------------

BY MAIL If you do not have a brokerage account, contact
your Service Agent or write to the fund at the address
on the following page.

--------------------------------------------------------------------------------
REDEEMING SHARES
--------------------------------------------------------------------------------

GENERALLY Contact your Service Agent to redeem shares of the
fund.

If you hold share certificates, the sub-transfer agent
must receive the certificates endorsed for transfer or
with signed stock powers before the exchange is
effective.

If the shares are held by a fiduciary or corporation,
other documents may be required.

Your redemption proceeds will normally be sent within
three business days after your request is received in
good order, but in any event within seven days.
However, if you recently purchased your shares by
check, your redemption proceeds will not be sent to you
until your original check clears, which may take up to
15 days.

If you have a brokerage account with a Service Agent,
your redemption proceeds will be placed in your account
and not reinvested without your specific instruction.
In other cases, unless you direct otherwise, your
redemption proceeds will be paid by check mailed to
your address of record.
--------------------------------------------------------------------------------

BY MAIL For accounts held directly at the fund, send
written requests to the fund at the following address:
SMITH BARNEY DIVERSIFIED LARGE CAP
GROWTH FUND
(SPECIFY CLASS OF SHARES)
c/o PFPC GLOBAL FUND SERVICES
P.O. BOX 9699
PROVIDENCE, RI 02940-9699

Your written request must provide the following:

[] The fund and account number
[] The class of shares and the dollar amount or number
of shares to be redeemed
[] Signatures of each owner exactly as the account is
registered
--------------------------------------------------------------------------------
BY TELEPHONE If you do not have a brokerage account with a Service
Agent, you may be eligible to redeem shares (except
those held in retirement plans) in amounts up to
$50,000 per day through the fund. You must complete
an authorization form to authorize telephone
redemptions. If eligible, you may request redemptions
by telephone on any day the New York Stock Exchange
is open. Call the transfer agent at 1-800-451-2010
between 9:00 a.m. and 4:00 p.m. (Eastern time).
Requests received after the close of regular trading
on the Exchange are priced at the net asset value
next determined.

Your redemption proceeds can be sent by check to your
address of record or by wire or electronic transfer
(ACH) to a bank account designated on your
authorization form. You must submit a new authorization
form to change the bank account designated to receive
wire or electronic transfers and you may be asked to
provide certain other documents. The sub-transfer agent
may charge a fee on an electronic transfer (ACH).
--------------------------------------------------------------------------------

AUTOMATIC CASH You can arrange for the automatic redemption of a
WITHDRAWAL PLANS portion of your shares on a monthly or quarterly
basis. To qualify you must own shares of the fund with
a value of at least $10,000 ($5,000 for retirement plan
accounts) and each automatic redemption must be at
least $50. If your shares are subject to a deferred
sales charge, the sales charge will be waived if your
automatic payments do not exceed 1.00% per month of the
value of your shares subject to a deferred sales
charge.

The following conditions apply:

[] Your shares must not be represented by certificates
[] All dividends and distributions must be reinvested

For more information, contact your Service Agent or
consult the SAI.

--------------------------------------------------------------------------------
OTHER THINGS TO KNOW ABOUT SHARE TRANSACTIONS
--------------------------------------------------------------------------------

When you buy, exchange or redeem shares, your request must be in good order.
This means you have provided the following information, without which your
request will not be processed:

[] Name of the fund

[] Account number

[] Class of shares being bought, exchanged or redeemed

[] Dollar amount or number of shares being bought, exchanged or redeemed

[] Signature of each owner exactly as the account is registered

The fund will try to confirm that any telephone exchange or redemption request
is genuine by recording calls, asking the caller to provide certain personal
identification information, sending you a written confirmation or requiring
other confirmation procedures from time to time.

SIGNATURE GUARANTEES To be in good order, your redemption request must include a
signature guarantee if you:

[] Are redeeming over $50,000 of shares

[] Are sending signed share certificates or stock powers to the sub-transfer
agent

[] Instruct the sub-transfer agent to mail the check to an address different
from the one on your account

[] Changed your account registration

[] Want the check paid to someone other than the account owner(s)

[] Are transferring the redemption proceeds to an account with a different
registration

You can obtain a signature guarantee from most banks, dealers, brokers, credit
unions and federal savings and loan institutions, but not from a notary public.

The fund has the right to:

[] Suspend the offering of shares

[] Waive or change minimum and additional investment amounts

[] Reject any purchase or exchange order

[] Change, revoke or suspend the exchange privilege

[] Suspend telephone transactions

[] Suspend or postpone redemptions of shares on any day when trading on the New
York Stock Exchange is restricted, or as otherwise permitted by the
Securities and Exchange Commission

[] Pay redemption proceeds by giving you securities. You may pay transaction
costs to dispose of the securities

SMALL ACCOUNT BALANCES If your account falls below $500 ($250 for IRA accounts)
because of a redemption of fund shares, the fund may ask you to bring your
account up to the applicable minimum investment amounts. If you choose not to do
so within 60 days, the fund may close your account and send you the redemption
proceeds.

EXCESSIVE EXCHANGE TRANSACTIONS The manager may determine that a pattern of
frequent exchanges is detrimental to the fund's performance and other
shareholders. If so, the fund may limit additional purchases and/or exchanges by
the shareholder.

SHARE CERTIFICATES The fund does not issue share certificates unless a written
request signed by all registered owners is made to the sub-transfer agent. If
you hold share certificates it will take longer to exchange or redeem shares.

--------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

DIVIDENDS The fund generally pays dividends and makes capital gain
distributions, if any, once a year, typically in December. The fund may pay
additional distributions and dividends at other times if necessary for the fund
to avoid a federal tax. Capital gain distributions and dividends are reinvested
in additional fund shares of the same class you hold. The fund expects
distributions to be primarily from capital gains. You do not pay a sales charge
on reinvested distributions or dividends. Alternatively, you can instruct you
Service Agent, the transfer agent or the sub-transfer agent to have your
distributions and/or dividends paid in cash. You can change your choice at any
time to be effective as of the next distribution or dividend, except that any
change given to the transfer agent or sub-transfer agent less than five days
before the payment date will not be effective until the next distribution or
dividend is paid.

TAXES In general, redeeming shares, exchanging shares and receiving
distributions (whether in cash or additional shares) are all taxable events.

TRANSACTION FEDERAL TAX STATUS

Redemption or exchange of shares Usually capital gain or loss;
long-term only if shares owned
more than one year

Long-term capital gain distributions Long-term capital gain

Short-term capital gain distributions Ordinary income

Dividends Ordinary income

Long-term capital gain distributions are taxable to you as long-term capital
gain regardless of how long you have owned your shares. You may want to avoid
buying shares when the fund is about to declare a capital gain distribution or a
dividend, because it will be taxable to you even though it may actually be a
return of a portion of your investment.

After the end of each year, the fund will provide you with information about the
distributions and dividends you received and any redemptions of shares during
the previous year. If you do not provide the fund with your correct taxpayer
identification number and any required certifications, you may be subject to
back-up withholding of 31% of your distributions, dividends, and redemption
proceeds. Because each shareholder's circumstances are different and special
tax rules may apply, you should consult your tax adviser about your investment
in the fund.

--------------------------------------------------------------------------------
SHARE PRICE
--------------------------------------------------------------------------------

You may buy, exchange or redeem shares at their net asset value, plus any
applicable sales charge, next determined after receipt of your request in good
order. The fund's net asset value is the value of its assets minus its
liabilities. Net asset value is calculated separately for each class of shares.
The fund calculates its net asset value every day the New York Stock Exchange is
open. The Exchange is closed on certain holidays listed in the SAI. This
calculation is done when regular trading closes on the Exchange (normally 4:00
p.m., Eastern time).

The fund generally values its fund securities based on market prices or
quotations. When reliable market prices or quotations are not readily available,
the fund may price those securities at fair value. Fair value is determined in
accordance with procedures approved by the fund's board. A fund that uses fair
value to price securities may value those securities higher or lower than
another fund using market quotations to price the same securities.

In order to buy, redeem or exchange shares at that day's price, you must place
your order with your Service Agent or the Fund's sub-transfer agent before the
New York Stock Exchange closes. If the Exchange closes early, you must place
your order prior to the actual closing time. Otherwise, you will receive the
next business day's price.

Service Agents must transmit all orders to buy, exchange or redeem shares to the
fund's sub-transfer agent before the sub-transfer agent's close of business.
<PAGE>

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance for the fiscal periods indicated. Certain information
reflects financial results for a single Class A or Class B fund share. The total
returns in the table represent the rate that an investor would have earned or
lost on an investment in the fund (assuming reinvestment of all dividends and
distributions). This information has been audited, except for the information
regarding the six months ended April 30, 2000, by PricewaterhouseCoopers LLP,
whose report, along with the fund's financial statements, is included in the
annual report which is incorporated by reference in the Statement of Additional
Information and which is available upon request. No information is provided for
Class L or Y shares because those Classes had no outstanding shares as of
October 31, 1999. The fund was formerly known as CitiFunds Large Cap Growth
Portfolio.

<TABLE>
--------------------------------------------------------------------------------------------------------------------------------
FOR A CLASS A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR:
--------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED TEN MONTHS
APRIL 30, OCTOBER 31, ENDED YEAR ENDED DECEMBER 31,
2000 --------------------------- OCTOBER 31, -------------------------------------
(UNAUDITED) 1999 1998 1997 1996 1995 1994(6)
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $24.42 $21.47 $21.14 $18.25 $17.20 $14.13 $14.80
--------------------------------------------------------------------------------------------------------------------------------
Income from operations:
Net investment
income (loss) (0.038) (0.079)(2) (0.022)(2) 0.031 0.122 0.211 0.173
Net realized and
unrealized gain (loss)
on investments 1.976 4.944 4.735 4.016 2.250 3.651 (0.245)
--------------------------------------------------------------------------------------------------------------------------------
Total from operations 1.938 4.865 4.713 4.047 2.372 3.862 (0.072)
--------------------------------------------------------------------------------------------------------------------------------
Less distributions from:
Net investment income -- -- (0.012) (0.030) (0.118) (0.210) (0.169)
Net realized gain on
investments (3.438) (1.915) (4.371) (1.127) (1.204) (0.582) (0.429)
--------------------------------------------------------------------------------------------------------------------------------
Total distributions (3.438) (1.915) (4.383) (1.157) (1.322) (0.792) (0.598)
--------------------------------------------------------------------------------------------------------------------------------
Net asset value,
end of period $22.92 $24.42 $21.47 $21.14 $18.25 $17.20 $14.13
--------------------------------------------------------------------------------------------------------------------------------
Total return 7.86%(5) 23.60% 26.90% 22.27%(5) 13.84% 27.55% (0.41)%
--------------------------------------------------------------------------------------------------------------------------------

Ratios/supplemental data:
Net assets, end of
period (in thousands) $478,837 $513,883 $378,280 $248,161 $228,954 $213,729 $183,975
Ratio of expenses to
average net assets(3) 1.05%(1) 1.05% 1.05% 1.05%(1) 1.05% 1.05% 1.05%
Ratio of net investment
income (loss) to average
net assets (0.31)%(1) (0.34)% (0.11)% 0.18%(1) 0.67% 1.30% 1.15%
--------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover(4) -- 108% 53% 103% 90% 67% 1%
--------------------------------------------------------------------------------------------------------------------------------
Note: If agents of the Fund for the periods indicated had not voluntarily waived a portion of their fees, the net investment
income (loss) per share and the ratios would have been as follows:

Net investment income (loss)
per share $(0.068) $(0.131)(2) $(0.078)(2) $(0.023) $0.067 $0.170 $0.136
Ratios:
Expenses to average net
assets 1.29%(1) 1.27% 1.32%(3) 1.35%(1)(3) 1.35%(3) 1.30%(3) 1.29%(3)
Net investment income
(loss) to average net
assets (0.55)%(1) (0.56)% (0.38)% (0.12)%(1) 0.37% 1.05% 0.91%
--------------------------------------------------------------------------------------------------------------------------------
(1) Annualized.
(2) The per share amounts were computed using a monthly average number of shares outstanding during the year.
(3) Includes the Fund's share of Large Cap Growth Portfolio (formerly Equity Portfolio) allocated expenses for the periods
subsequent to May 1, 1994.
(4) Portfolio turnover through April 30, 1994 represents the rate of portfolio activity for the period while the Fund was making
investments directly in securities. The portfolio turnover rates for the periods beginning on May 1, 1994 represent the rate
of portfolio activity of Large Cap Growth Portfolio, the underlying portfolio through which the Fund invests.
(5) Not annualized.
(6) On May 1, 1994 the Fund began investing all of its investable assets in Large Cap Growth Portfolio.
</TABLE>
<PAGE>

--------------------------------------------------------------------------------
FOR A CLASS B SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR:
--------------------------------------------------------------------------------
SIX MONTHS JANUARY 4, 1999
ENDED (COMMENCEMENT
APRIL 30, 2000 OF OPERATIONS) TO
(UNAUDITED) OCTOBER 31, 1999
--------------------------------------------------------------------------------
Net asset value, beginning of period $24.28 $22.73
--------------------------------------------------------------------------------
Income from operations:
Net investment loss (0.124) (0.206)(3)
Net realized and unrealized gain on
investments 1.972 1.756
--------------------------------------------------------------------------------
Total from operations 1.848 1.55
--------------------------------------------------------------------------------
Less distributions from:
Net investment income -- --
Net realized gain on investments (3.438) --
--------------------------------------------------------------------------------
Total distributions (3.438) --
--------------------------------------------------------------------------------
Net asset value, end of period $22.69 $24.28
--------------------------------------------------------------------------------
Total return 7.50%(2) 6.82%(2)
--------------------------------------------------------------------------------
Ratios/supplemental data:
Net assets, end of period (000's omitted) $27,951 $28,275
Ratio of expenses to average net assets(4) 1.80%(1) 1.80%(1)
Ratio of net investment loss to average
net assets (1.06)(1) (1.13)%(1)
--------------------------------------------------------------------------------
Portfolio turnover(5) -- 108%
--------------------------------------------------------------------------------
Note: If agents of the Fund for the periods indicated had not voluntarily waived
a portion of their fees and had expenses been limited to that required by
certain state securities laws the net investment loss per share and the ratios
would have been as follows:

Net investment loss per share $(0.153) $(0.258)(3)
Ratios:
Expenses to average net assets(4) 2.04%(1) 2.02%(1)
Net investment loss to average net
assets (1.30)%(1) (1.35)%(1)
--------------------------------------------------------------------------------
(1) Annualized.
(2) Not annualized.
(3) The per share amounts were computed using the monthly average of shares
outstanding during the period.
(4) Includes the Fund's share of Large Cap Growth Portfolio allocated expenses.
(5) Portfolio turnover rate represents the rate of portfolio activity of Large
Cap Growth Portfolio, the underlying portfolio through which the Fund
invests.
<PAGE>

[logo] Smith Barney
Mutual Funds
Your Serious Money. Professionally Managed.(SM)

DIVERSIFIED LARGE
CAP GROWTH FUND

SHAREHOLDER REPORTS Annual and semiannual reports to shareholders provide
additional information about the fund's investments. These reports discuss the
market conditions and investment strategies that significantly affected the
fund's performance.

STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information about
the fund and is incorporated by reference into (is legally part of) this
prospectus.

You can make inquiries about the fund or obtain shareholder reports or the
statement of additional information (without charge) by contacting your Service
Agent, by calling the fund at 1-800-451-2010, or by writing to the fund at Smith
Barney Mutual Funds, 388 Greenwich Street, MF2, New York, New
York 10013.

Information about the fund (including the SAI) can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in Washington, D.C.
In addition, information on the operation of the Public Reference Room may be
obtained by calling the Commission at 1-202-942-8090. Reports and other
information about the fund are available on the EDGAR Database on the
Commission's Internet site at HTTP://WWW.SEC.GOV. Copies of this information may
be obtained for a duplicating fee by electronic request at the following E-mail
address: [email protected], or by writing the Commission's Public Reference
Section, Washington, D.C. 20549-0102.

If someone makes a statement about the fund that is not in this prospectus, you
should not rely upon that information. Neither the fund nor the distributor is
offering to sell shares of the fund to any person to whom the fund may not
lawfully sell its shares.

(Investment Company Act file no. 811-4007)
FD02002 9/00
<PAGE>

Filing made under Rule 497(c)
File nos. 2-90519 and 811-4007

[logo] Smith Barney
Mutual Funds
Your Serious Money. Professionally Managed.(SM)

PROSPECTUS

SMALL CAP
GROWTH
OPPORTUNITIES
FUND

CLASS A, B, L AND Y SHARES
--------------------------------------------------------------------------------
SEPTEMBER 11, 2000

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete. Any
statement to the contrary is a crime.
<PAGE>

SMALL CAP GROWTH OPPORTUNITIES FUND