CITIFUNDS TRUST III, 485BPOS, 1998-12-28

CITIFUNDS TRUST III
485BPOS, 1998-12-28

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<PAGE>

As filed with the Securities and Exchange Commission on December 28, 1998

File Nos. 33-39538*
811-4052

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 13*

and

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 32

CITIFUNDS TRUST III
(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 January 4, 1999
pursuant to paragraph (b) of Rule 485.

Cash Reserves Portfolio and U.S. Treasury Reserves Portfolio have executed this
Registration Statement.

- -------------------------------------------------------------------------------
*Pursuant to Rule 429 under the Securities Act of 1933, this Post-Effective
Amendment also serves as Post-Effective Amendment No. 25 to the Registrant's
Registration Statement under the Securities Act of 1933 at File No. 2-91556.

<PAGE>

PROSPECTUS

JANUARY 4, 1999

CitiFunds(SM)
Money Market Funds

CITIBANK, N.A., INVESTMENT ADVISER

CITIFUNDS(SM) CASH RESERVES
CITIFUNDS(SM) U.S. TREASURY RESERVES
CITIFUNDS(SM) TAX FREE RESERVES
CITIFUNDS(SM) CALIFORNIA TAX FREE RESERVES
CITIFUNDS(SM) CONNECTICUT TAX FREE RESERVES
CITIFUNDS(SM) NEW YORK TAX FREE RESERVES

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy of this prospectus, and any
representation to the contrary is a criminal offense.

<PAGE>

Table of Contents

FUNDS AT A GLANCE ...................................................... 3
CITIFUNDS CASH RESERVES ............................................. 4
CITIFUNDS U.S. TREASURY RESERVES .................................... 12
CITIFUNDS TAX FREE RESERVES ......................................... 19
CITIFUNDS CALIFORNIA TAX FREE RESERVES .............................. 26
CITIFUNDS CONNECTICUT TAX FREE RESERVES ............................. 34
CITIFUNDS NEW YORK TAX FREE RESERVES ................................ 42

YOUR CITIFUNDS(SM) ACCOUNT ............................................. 50
HOW TO BUY SHARES ................................................... 50
HOW THE PRICE OF YOUR SHARES IS CALCULATED 51
HOW TO SELL SHARES .................................................. 51
EXCHANGES ........................................................... 52
DIVIDENDS ........................................................... 53
RETIREMENT ACCOUNTS ................................................. 54
CLASSES OF SHARES OF CASH RESERVES .................................. 54
TAX MATTERS ......................................................... 57

MANAGEMENT OF THE FUNDS ................................................ 61
INVESTMENT ADVISER .................................................. 61
ADVISORY FEES ....................................................... 62
DISTRIBUTION ARRANGEMENTS ........................................... 62

MORE ABOUT THE FUNDS ................................................... 64
THE PRINCIPAL INVESTMENT STRATEGIES ................................. 64
RISKS ............................................................... 70

FINANCIAL HIGHLIGHTS ................................................... A-1

APPENDIX ............................................................... B-1
TAXABLE EQUIVALENT YIELD TABLES

<PAGE>

FUNDS AT A GLANCE

Funds at a Glance

Each of the Funds described in this prospectus is a money
market fund. Money market funds must follow strict rules about
the quality, maturity and other features of securities they
purchase. The Funds also try to maintain a share price of
$1.00 while paying income to shareholders. However, no money
market fund guarantees that you will receive your money back.

Each Fund has its own goals and investment strategies, and
each offers a different mix of investments. Of course, there
is no assurance that any Fund will achieve its investment
goals.

The four Tax Free Funds invest primarily in high quality
municipal securities and most of the dividends they pay are
exempt from federal and, in certain cases, state income taxes.
These Funds are all non-diversified mutual funds, which means
that they may invest relatively high percentages of their
assets in a limited number of issuers. As a result, these
Funds have more risk than broadly diversified money market
funds.

<PAGE>

CitiFunds Cash Reserves

This summary briefly describes CitiFunds Cash Reserves and the
principal risks of investing in it. For more information, see
"More About the Funds" on page 64.

FUND GOAL

The Fund's goal is to provide shareholders with liquidity and
as high a level of current income as is consistent with
preservation of capital. Of course, there is no assurance that
the Fund will achieve its goal.

MAIN INVESTMENT STRATEGIES

Cash Reserves invests only in high quality, short-term money
market instruments denominated in U.S. dollars. These include:

o short-term obligations of the U.S. government and its agencies and
instrumentalities, and repurchase agreements for these
obligations;

o obligations of U.S. and non- U.S. banks;

o obligations issued or guaranteed by the governments of Western
Europe, Australia, Japan and Canada; and

o commercial paper and asset backed securities.

<PAGE>

CITIFUNDS CASH RESERVES

The Fund invests at least 25%, and may invest up to 100%, of
its assets in bank obligations, such as certificates of
deposit, fixed time deposits and bankers' acceptances.

MAIN RISKS

The principal risks of investing in Cash Reserves are
described below. See page 70 for more information about risks.

o The amount of income paid to you by the Fund will go up or down
depending on day-to-day variations in short-term interest rates.
Investing in high quality, short-term instruments may result in a
lower yield (the income on your investment) than investing in
lower quality or longer-term instruments.

o A major change in interest rates, a default on an investment held
by the Fund or a significant decline in the value of a Fund
investment could cause the value of your investment in the Fund,
or its yield, to decline.

o Non-U.S. securities are subject to additional risks, such as
adverse political, social and economic developments abroad,
different kinds and levels of market and issuer regulations and
the different characteristics of overseas economies and markets.
There may be rapid changes in the value of these securities.

o The Fund concentrates in bank obligations. This means that the
value of the Fund's investments could decline as a result of
adverse events affecting the banking industry. Banks are sensitive
to changes in money market and general economic conditions, as
well as to decisions by regulators that can affect their
profitability.

o An investment in the Fund is not a deposit of Citibank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency.

o Although the Fund seeks to preserve the value of your investment
at $1.00 per share, it is possible to lose money by investing in
the Fund.

WHO MAY WANT TO INVEST

You should keep in mind that an investment in Cash Reserves is
not a complete investment program.

You should consider investing in Cash Reserves if:

o You're seeking current income and a stabilized share price.

o You want to be able to convert your investment to cash quickly
with reduced risk to principal.

o You're seeking higher returns than are usually available from U.S.
Treasury money market funds.

Don't invest in Cash Reserves if:

o You're seeking long term growth of capital or high current income
and you can tolerate daily share price fluctuation.

If you would prefer an investment with dividends taxed at
lower rates, consider the Tax Free Funds.

Fund Performance

The following bar chart and table can help you evaluate the
risks of investing in the Fund, and how its returns have
varied over time. The bar chart shows the Fund's performance
over ten recent calendar years. The table compares the average
annual returns for the Fund over the last ten calendar years
to the performance of the IBC Financial Data 1st Tier Taxable
Money Market Funds Average. When you consider this
information, please remember that the Fund's past performance
is not necessarily an indication of how it will perform in the
future. For current yield information, please call
800-625-4554 toll free, or contact your account
representative.

YEAR-BY-YEAR TOTAL RETURNS

This bar chart shows how the Fund's performance has varied
from year to year and gives an indication of the risk of
investing in the Fund. The Fund offers three classes of shares
and the chart shows the performance of the Class N shares. The
chart and the related information do not take into account any
sales charges that you may be required to pay upon the sale of
shares of other classes of the Fund but do include
reinvestment of dividends. Any sales charges will reduce your
return.

- --------------------------------------------------------------------------------
CITIFUNDS CASH RESERVES

1988 7.04%
1989 8.83%
1990 7.88%
1991 5.87%
1992 3.30%
1993 2.71%
1994 3.84%
1995 5.59%
1996 4.97%
1997 5.14%

As of September 30, 1998, the Class N Shares had a year-to-date return of 3.82%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
FUND'S HIGHEST AND LOWEST RETURNS
FOR CALENDAR QUARTERS COVERED BY THE BAR CHART
..............................................................................
Quarter Ending
..............................................................................
Highest 2.26% June 30, 1989
..............................................................................
Lowest 0.64% March 31, 1993
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS

(for periods ending December 31, 1997)

This table shows how the Fund's average annual total returns
for the periods indicated compare with those of the IBC
Financial Data 1st Tier Taxable Money Market Funds Average,
and gives another indication of the risk of investing in the
Fund. Because they are newly offered and have no performance
history, the Class A and B shares are not included in the
table below.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
AS OF DECEMBER 31, 1997
..............................................................................
1 Year 5 Years 10 Years
..............................................................................
Class N
CitiFunds Cash Reserves 5.14% 4.44% 5.50%
..............................................................................
IBC Financial Data 1st Tier Taxable
Money Market Funds Average 4.94% 4.27% 5.31%
- --------------------------------------------------------------------------------

Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.

- --------------------------------------------------------------------------------
SHAREHOLDER FEES

FEES PAID DIRECTLY FROM YOUR INVESTMENT
..............................................................................
SHARE CLASS (for class description, see p. 53) Class A Class B Class N
..............................................................................
Maximum Sales Charge (Load) Imposed on
Purchases None None None
..............................................................................
Maximum Deferred Sales Charge (Load) None(1) 5.00%(2) None
..............................................................................

Maximum Sales Charge (Load) Imposed on

Reinvested Dividends None None None
..............................................................................
Redemption Fee None None None
..............................................................................
Exchange Fee None None None

(1) Except that if your Class A shares were received in exchange for Class A
shares of another CitiFund that were subject to a deferred sales charge, you
may be subject to that deferred sales charge.

(2) Class B shares have a contingent deferred sales charge (CDSC) which is
deducted from your sale proceeds if you sell your Class B shares within five
years of your original purchase of Class B shares. Your actual CDSC will be
the highest CDSC applicable to any CitiFund from which you have exchanged.
The maximum applicable CDSC, as a percentage of offering price, is shown
below:

CDSC ON SHARES
SALE DURING BEING SOLD
1st year since purchase 5%
2nd year since purchase 4%
3rd year since purchase 3%
4th year since purchase 2%
5th year since purchase 1%
6th year since purchase None
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(1)

EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

..............................................................................
CLASS A CLASS B CLASS N
..............................................................................
Management Fees 0.15% 0.15% 0.15%
..............................................................................
Distribution and Service (12b-1) Fees 0.20% 0.75% 0.20%
..............................................................................

Other Expenses (administrative, shareholder
servicing and other expenses) 0.69% 0.69% 0.69%
..............................................................................
TOTAL ANNUAL FUND OPERATING EXPENSES* 1.04% 1.59% 1.04%
- ------------------------------------------------------------------------------

* Because some of the Fund's expenses were waived or reimbursed, actual total
operating expenses for the Class N shares for the prior year were and for
Class A and Class B shares would have been:
0.70% 1.45% 0.70%

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

(1) The Fund invests in securities through an underlying mutual fund. This
table reflects the expenses of both the Fund and Cash Reserves
Portfolio, that underlying fund.
- --------------------------------------------------------------------------------

EXAMPLE

This example is intended to help you compare the cost of
investing in the Fund to the cost of investing in other mutual
funds. The example assumes that you invest $10,000 in the Fund
for the time periods indicated and then sell all of your
shares at the end of those periods. The example also assumes
that your investment has a 5% return each year and that the
Fund's operating expenses as shown in the table above remain
the same. The assumption of a 5% return is required by the SEC
for purposes of this example. It is not a prediction of the
Fund's future performance. Although your actual costs may be
higher or lower, based on these assumptions your costs would
be:

- ------------------------------------------------------------------------------
CITIFUNDS CASH RESERVES

..............................................................................
1 Year 3 Years 5 Years 10 Years
..............................................................................
Class A $106 $332 $578 $1,287
..............................................................................
Class B $662 $808 $966 $1,686
..............................................................................
Class N $106 $332 $578 $1,287
..............................................................................
If you do not redeem your shares your costs would be:

..............................................................................
1 Year 3 Years 5 Years 10 Years
..............................................................................
Class A $106 $332 $578 $1,287
..............................................................................
Class B $162 $502 $866 $1,686
..............................................................................
Class N $106 $332 $578 $1,287

- --------------------------------------------------------------------------------
<PAGE>
CITIFUNDS U.S. TREASURY RESERVES

CitiFunds U.S. Treasury Reserves

This summary briefly describes CitiFunds U.S. Treasury
Reserves and the principal risks of investing in it. For more
information, see "More About the Funds" on page 64.

FUND GOAL

The Fund's goal is to provide its shareholders with liquidity
and as high a level of current income from U.S. government
obligations as is consistent with the preservation of capital.
Of course, there is no assurance that the Fund will achieve
its goal.

MAIN INVESTMENT STRATEGIES

U.S. Treasury Reserves invests in:

o U.S. Treasury bills, notes and bonds;

o Treasury receipts; and

o securities issued by U.S. government agencies and instrumentalities
that are backed by the full faith and credit of the U.S.
government.

MAIN RISKS

The principal risks of investing in U.S. Treasury Reserves are
described below. See page 70 for more information about risks.

o The amount of income paid to you by the Fund will go up or down
depending on day-to-day variations in short-term interest rates.
Investing in high quality, short-term instruments may result in a
lower yield (the return on your investment) than investing in lower
quality or longer term instruments.

o A major change in interest rates could cause the value of your
investment in the Fund to decline.

o An investment in the Fund is not a deposit of Citibank and is not
insured or guaranteed by the U.S. government, the Federal Deposit
Insurance Corporation or any other government agency.

o Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the
Fund.

WHO MAY WANT TO INVEST

You should keep in mind that an investment in U.S. Treasury
Reserves is not a complete investment program.

You should consider investing in U.S. Treasury Reserves if:

o You're seeking current income and a stabilized share price.

o You want to be able to convert your investment to cash quickly with
reduced risk to principal.

o You want the added safety of a fund that invests only in U.S.
government securities.

Don't invest in U.S. Treasury Reserves if:

o You're seeking long-term growth of capital or high current income
and you can tolerate daily share price fluctuation.

If you would prefer an investment with dividends taxed at
lower rates, consider the Tax Free Funds.

Fund Performance

The following bar chart and table can help you evaluate the
risks of investing in the Fund, and how its returns have
varied over time. The bar chart shows the Fund's performance
over six recent calendar years. The table compares the average
annual returns for the Fund for the periods indicated to the
performance of the IBC Financial Data 100% U.S. Treasury Rated
Money Market Funds Average. When you consider this
information, please remember that the Fund's past performance
is not necessarily an indication of how the Fund will perform
in the future. For current yield information, please call
800-625-4554 toll free, or contact your account
representative.

YEAR-BY-YEAR TOTAL RETURNS

This bar chart shows how the Fund's performance has varied
from year to year and gives an indication of the risk of
investing in the Fund.

- --------------------------------------------------------------------------------
CITIFUNDS U.S. TREASURY RESERVES

1992 3.16%
1993 2.54%
1994 3.44%
1995 5.09%
1996 4.59%
1997 4.64%

As of September 30, 1998, the Fund had a year-to-date return of 3.46%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
FUND'S HIGHEST AND LOWEST RETURNS
FOR CALENDAR QUARTERS COVERED BY THE BAR CHART
..............................................................................
Quarter Ending
..............................................................................
Highest 1.31% June 30, 1995
..............................................................................
Lowest 0.61% June 30, 1993
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS
(for periods ending December 31, 1997)

This table shows how the Fund's average annual total returns
for the periods indicated compare with those of the IBC
Financial Data 100% U.S. Treasury Rated Money Market Funds
Average, and gives another indication of the risk of investing
in the Fund.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
AS OF DECEMBER 31, 1997
..............................................................................
Since
Inception
1 Year 5 Years May 3, 1991
..............................................................................
CITIFUNDS U.S. TREASURY
RESERVES 4.64% 4.06% 4.04%
..............................................................................
IBC Financial Data 100% U.S. Treasury
Rated Money Market Funds Average 4.67% 4.11% -- *
..............................................................................
*Information regarding performance for this period is not available.
- --------------------------------------------------------------------------------

Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.

- --------------------------------------------------------------------------------
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT

..............................................................................
Maximum Sales Charge (Load) Imposed on Purchases None
..............................................................................
Maximum Deferred Sales Charge (Load) None
..............................................................................
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None
..............................................................................
Redemption Fee None
..............................................................................
Exchange Fee None
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(1)
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

..............................................................................
Management Fees 0.15%
..............................................................................
Distribution (12b-1) Fees 0.20%
..............................................................................
Other Expenses (administrative, shareholder
servicing and other expenses) 0.71%
..............................................................................
TOTAL ANNUAL FUND OPERATING EXPENSES* 1.06%
- --------------------------------------------------------------------------------

* Because some of the Fund's expenses were waived or
reimbursed, actual total operating expenses for the
prior year were: 0.70%
These fee waivers and reimbursements may be reduced or terminated at any time.
(1) The Fund invests in securities through an underlying mutual fund. This table
reflects the expenses of both the Fund and U.S. Treasury Reserves Portfolio,
that underlying fund.

- --------------------------------------------------------------------------------

EXAMPLE

- --------------------------------------------------------------------------------
CITIFUNDS U.S. TREASURY RESERVES
...............................................................................
1 Year 3 Years 5 Years 10 Years
...............................................................................
$108 $339 $589 $1,312
- --------------------------------------------------------------------------------

<PAGE>
CITIFUNDS TAX FREE RESERVES

CitiFunds Tax Free Reserves

This summary briefly describes CitiFunds Tax Free Reserves and
the principal risks of investing in it. For more information,
see "More About the Funds" on page 64.

FUND GOALS

The Fund's goals are to provide its shareholders with high
levels of current income exempt from federal income taxes,
preservation of capital and liquidity. Of course, there is no
assurance that the Fund will achieve its goals.

MAIN INVESTMENT STRATEGIES

o Under normal market conditions, Tax Free Reserves invests at least
80% of its assets in high quality municipal obligations and in
participation interests in these obligations issued by banks,
insurance companies and other financial institutions. Municipal
obligations are debt securities issued by states, cities and towns
and other political or public entities or agencies or qualifying
issuers. The interest paid on these debt securities is free from
federal income tax.

o The Fund invests more than 25% of its assets in participation
interests in municipal obligations that are secured by bank letters
of credit or guarantees.

o The Fund may invest up to 20% of its assets in high quality
securities that pay interest that is subject to federal income tax
or federal alternative minimum tax.

MAIN RISKS

The principal risks of investing in Tax Free Reserves are
described below. See page 70 for more information about risks.

o The Fund is a non-diversified fund, which means that it may invest
a relatively high percentage of its assets in the securities of a
limited number of issuers. The Fund also may invest 25% or more of
its assets in issuers located in the same state, that derive income
from similar type projects or that are otherwise related. As a
result, many securities held by the Fund may be adversely affected
by a particular economic, business, regulatory or political event.

o The Fund concentrates in participation interests issued by banks
and secured by bank letters of credit or guarantees. This means
that the value of the Fund's investments could decline as a result
of adverse events affecting the banking industry. Banks are
sensitive to changes in money market and general economic
conditions, as well as to decisions by regulators that can affect
their profitability.

o An investment in the Fund is not a deposit of Citibank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency.

o Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the
Fund.

WHO MAY WANT TO INVEST

You should keep in mind that an investment in Tax Free
Reserves is not a complete investment program.

You should consider investing in Tax Free Reserves if:

o You're seeking tax-exempt income from your investment.*

o You're seeking current income and a stabilized share price.

o You want to be able to convert your investment to cash quickly with
reduced risk to principal.

Don't invest in Tax Free Reserves if:

o You don't need your income to be tax-exempt, or you're investing
through a tax-deferred vehicle -- such as an IRA account.

o You're seeking long term growth of capital or high current income
and you can tolerate daily share price fluctuation.

----------
*Some income may be subject to tax. Consult your personal tax
adviser.

Fund Performance

The following bar chart and table can help you evaluate the
risks of investing in the Fund, and how its returns have
varied over time. The bar chart shows the performance of the
Fund over ten recent calendar years. The table compares the
average annual returns for the Fund over the last ten calendar
years to the performance of the IBC Financial Data General
Purpose Tax Free Money Market Funds Average. When you consider
this information, please remember that the Fund's past
performance is not necessarily an indication of how it will
perform in the future. For current yield information, please
call 800-625-4554 toll free, or contact your account
representative.

YEAR-BY-YEAR TOTAL RETURNS

This bar chart shows how the Fund's performance has varied
from year to year and gives an indication of the risk of
investing in the Fund.

- --------------------------------------------------------------------------------
CITIFUNDS TAX FREE RESERVES

1988 4.65%
1989 5.95%
1990 5.39%
1991 4.24%
1992 2.60%
1993 1.92%
1994 2.35%
1995 3.34%
1996 2.91%
1997 3.12%

As of September 30, 1998, the Fund had a year-to-date return of 2.25%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

FUND'S HIGHEST AND LOWEST RETURNS
FOR CALENDAR QUARTERS COVERED BY THE BAR CHART
..............................................................................
Quarter Ending
..............................................................................
Highest 1.54% June 30, 1989
..............................................................................
Lowest 0.43% March 31, 1994

AVERAGE ANNUAL TOTAL RETURNS
(for periods ending December 31, 1997)

This table shows how the Fund's average annual total returns
for the periods indicated compare with those of the IBC
Financial Data General Purpose Tax Free Money Market Funds
Average, and gives another indication of the risk of investing
in the Fund.

AVERAGE ANNUAL TOTAL RETURN
AS OF DECEMBER 31, 1997

..............................................................................
1 Year 5 Years 10 Years
..............................................................................
CITIFUNDS TAX FREE RESERVES 3.12% 2.73% 3.68%
..............................................................................
IBC Financial Data General Purpose Tax
Free Money Market Funds Average 3.07% 2.72% 3.61%

Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.

- --------------------------------------------------------------------------------

SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT

..............................................................................
Maximum Sales Charge (Load) Imposed on Purchases None
..............................................................................
Maximum Deferred Sales Charge (Load) None
..............................................................................
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
..............................................................................
Redemption Fee None
..............................................................................
Exchange Fee None
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(1)
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

*Because some of the Fund's expenses were waived or
reimbursed, actual total operating expenses for the
prior year were: 0.65%
These fee waivers and reimbursements may be reduced or terminated at any time.
(1) The Fund invests in securities through an underlying mutual fund. This table
reflects the expenses of both the Fund and Tax Free Reserves Portfolio, that
underlying fund.

- --------------------------------------------------------------------------------

EXAMPLE

- --------------------------------------------------------------------------------

CITIFUNDS TAX FREE RESERVES

...............................................................................
1 Year 3 Years 5 Years 10 Years
...............................................................................
$104 $326 $566 $1,263
- --------------------------------------------------------------------------------

<PAGE>
CITIFUNDS CALIFORNIA TAX FREE RESERVES

CitiFunds California Tax Free Reserves

This summary briefly describes CitiFunds California Tax Free
Reserves and the principal risks of investing in it. For more
information, see "More About the Funds" on page 64.

FUND GOALS

The Fund's goals are to provide shareholders with high levels
of current income exempt from both federal and California
personal income taxes, preservation of capital and liquidity.
Of course, there is no assurance that the Fund will achieve
its goals.

MAIN INVESTMENT STRATEGIES

o Under normal market conditions, California Tax Free Reserves
invests at least 80% of its assets in high quality municipal
obligations and in participation interests in these obligations
issued by banks, insurance companies and other financial
institutions. Municipal obligations are debt securities issued by
states, cities and towns and other political or public entities or
agencies or qualifying issuers. The interest paid on these debt
securities is free from federal income tax.

o Under normal market conditions, the Fund invests at least 65% of
its assets in municipal obligations that pay interest that is
exempt from both federal and California personal income taxes.
These may include obligations of Puerto Rico and other U.S.
territories.

o When acceptable California municipal obligations are not available,
the Fund may purchase other municipal obligations. The interest on
these securities may be subject to California personal income
taxes.

o The Fund may invest more than 25% of its assets in participation
interests in municipal obligations that are secured by bank letters
of credit or guarantees.

o The Fund may invest up to 20% of its assets in high quality
securities that pay interest that is subject to federal income tax
or federal alternative minimum tax.

MAIN RISKS

The principal risks of investing in California Tax Free
Reserves are described below. See page 70 for more information
about risks.

o Because the Fund invests a high percentage of its assets in
municipal obligations of issuers located in California, the Fund is
more exposed to events that adversely affect issuers in California.
As a result, this Fund has more risk than a broadly diversified
money market fund.

o Issuers of California municipal obligations experienced severe
financial difficulties in the early 1990's. Although California's
economy has been recovering, there is no assurance that this will
continue. Recent global economic events have begun to hurt the
earnings of companies in California. If California were to
experience economic difficulties again, the value of your
investment in the Fund could decline. The Fund also could have
difficulty in finding high quality California municipal obligations
available for investment. This could cause the amount of the Fund's
income that is subject to California tax to increase. Because many
municipal issuers depend on real estate as a source of revenue,
dislocations in the real estate market may cause the Fund similar
problems, as could any legislative initiatives resulting in the
reduction of state revenues or allocations of revenues to local
governments.

o A major change in interest rates, a default on an investment held
by the Fund, or a significant decline in the value of a Fund
investment could cause the value of your investment in the Fund, or
its yield, to decline.

o The Fund may concentrate in participation interests issued by banks
and secured by bank letters of credit or guarantees. This means
that the value of the Fund's investments could decline as a result
of adverse events affecting the banking industry. Banks are
sensitive to changes in money market and general economic
conditions, as well as to decisions by regulations that can affect
their profitability.

o An investment in the Fund is not a deposit of Citibank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency.

o Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the
Fund.

WHO MAY WANT TO INVEST

You should keep in mind that an investment in California Tax
Free Reserves is not a complete investment program.

You should consider investing in California Tax Free Reserves
if:

o You're seeking tax-exempt income from your investment.*

o You're seeking current income and a stabilized share price.

o You want to be able to convert your investment to cash quickly with
reduced risk to principal.

o Your income is subject to California personal income tax.

Don't invest in California Tax Free Reserves if:

o You don't need your income to be tax-exempt, or you're investing
through a tax- deferred vehicle -- such as an IRA account.

o You're seeking long-term growth of capital or high current income
and you can tolerate daily share price fluctuation.

----------
*Some income may be subject to tax. Consult your personal tax
adviser.

Fund Performance

The following bar chart and table can help you evaluate the
risks of investing in the Fund, and how its returns have
varied over time. The bar chart shows the Fund's performance
over five recent calendar years. The table compares the
average annual returns for the Fund for the periods indicated
to the performance of the IBC Financial Data California Tax
Free Money Market Funds Average. When you consider this
information, please remember that the Fund's past performance
is not necessarily an indication of how it will perform in the
future. For current yield information, please call
800-625-4554 toll free, or contact your account
representative.

YEAR-BY-YEAR TOTAL RETURNS

This bar chart shows how the Fund's performance has varied
from year to year and gives an indication of the risk of
investing in the Fund.

- --------------------------------------------------------------------------------
CITIFUNDS CALIFORNIA TAX FREE RESERVES

1993 2.30%
1994 2.66%
1995 3.57%
1996 2.93%
1997 3.02%

As of September 30, 1998, the Fund had a year-to-date return of 2.15%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

FUND'S HIGHEST AND LOWEST RETURNS
FOR CALENDAR QUARTERS COVERED BY THE BAR CHART

..............................................................................
Quarter Ending
..............................................................................
Highest 0.92% June 30, 1995
..............................................................................
Lowest 0.53% March 31, 1994
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS
(for periods ending December 31, 1997)

This table shows how the Fund's average annual total returns
for the periods indicated compare with those of the IBC
Financial Data California Tax Free Money Market Funds Average,
and gives another indication of the risk of investing in the
Fund.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1997

..............................................................................
Since Inception
1 Year 5 Years March 10, 1992
..............................................................................
CITIFUNDS CALIFORNIA TAX FREE RESERVES 3.02% 2.90% 2.88%
..............................................................................
IBC Financial Data California Tax Free
Money Market Funds Average 2.99% 2.70% -- *
..............................................................................
*Information regarding performance for this period is not available.
- --------------------------------------------------------------------------------

Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.

- --------------------------------------------------------------------------------
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT

..............................................................................
Maximum Sales Charge (Load) Imposed on Purchases None
..............................................................................
Maximum Deferred Sales Charge (Load) None
..............................................................................
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
..............................................................................
Redemption Fee None
..............................................................................
Exchange Fee None
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

..............................................................................
Management Fees 0.20%
..............................................................................
Distribution (12b-1) Fees 0.20%
..............................................................................
Other Expenses (administrative, shareholder
servicing and other expenses) 0.60%
..............................................................................
TOTAL ANNUAL FUND OPERATING EXPENSES* 1.00%
- --------------------------------------------------------------------------------
* Because some of the Fund's expenses were waived or
reimbursed, actual total operating expenses for the
prior year were: 0.65%
These fee waivers and reimbursements may be reduced or terminated at any time.
- --------------------------------------------------------------------------------

EXAMPLE

This example is intended to help you compare the cost of
investing in the Fund to the cost of investing in other mutual
funds. The example assumes that you invest $10,000 in the Fund
for the time periods indicated and then sell all of your
shares at the end of those periods. The example also assumes
that your investment has a 5% return each year, and that the
Fund's operating expenses as shown in the table above remain
the same. The assumption of a 5% return is required by the SEC
for purposes of this example. It is not a prediction of the
Fund's future performance. Although your actual costs may be
higher or lower, based on these assumptions your costs would
be:

- --------------------------------------------------------------------------------
CITIFUNDS CALIFORNIA TAX FREE RESERVES
..............................................................................
1 Year 3 Years 5 Years 10 Years
..............................................................................
$102 $319 $555 $1,238
- --------------------------------------------------------------------------------

<PAGE>
CITIFUNDS CONNECTICUT TAX FREE RESERVES

CitiFunds Connecticut Tax Free Reserves

This summary briefly describes CitiFunds Connecticut Tax Free
Reserves and the principal risks of investing in it. For more
information, see "More About the Funds" on page 64.

FUND GOALS

The Fund's goals are to provide its shareholders with high
levels of current income exempt from both federal and
Connecticut personal income taxes, preservation of capital and
liquidity. Of course, there is no assurance that the Fund will
achieve its goals.

MAIN INVESTMENT STRATEGIES

o Under normal market conditions, Connecticut Tax Free Reserves
invests at least 80% of its assets in high quality municipal
obligations and in participation interests in these obligations
issued by banks, insurance companies and other financial
institutions. Municipal obligations are debt securities issued by
states, cities and towns and other political or public entities or
agencies or qualifying issuers. The interest paid on these debt
securities is free from federal income tax.

o Under normal market conditions, the Fund invests at least 65% of
its assets in municipal obligations that pay interest that is
exempt from both federal and Connecticut personal income taxes.
These may include obligations of Puerto Rico and other U.S.
territories.

o When acceptable Connecticut municipal obligations are not
available, the Fund may purchase other municipal obligations. The
interest on these securities may be subject to Connecticut personal
income taxes.

o The Fund may invest more than 25% of its assets in participation
interests in municipal obligations that are secured by bank letters
of credit or guarantees.

o The Fund may invest up to 20% of its assets in high quality
securities that pay interest that is subject to federal income tax
or federal alternative minimum tax.

MAIN RISKS

The principal risks of investing in Connecticut Tax Free
Reserves are described below. See page 70 for more information
about risks.

o Because the Fund invests a high percentage of its assets in
municipal obligations of issuers located in Connecticut, the Fund
is more exposed to events that adversely affect issuers in
Connecticut. As a result, this Fund has more risk than a broadly
diversified money market fund.

o In the early 1990's, some rating agencies downgraded Connecticut's
general obligation bonds because of recurring budgetary problems.
Other downgrades have occurred since that time. If similar events
were to occur again, the value of your investment in the Fund could
decline. The Fund also could have difficulty in finding high
quality Connecticut municipal obligations available for investment.
This could cause the amount of the Fund's income that is subject to
Connecticut tax to increase. Because many municipal issuers depend
on real estate as a source of revenue, dislocations in the real
estate market may cause the Fund similar problems, as could any
legislative initiatives resulting in the reduction of state
revenues or allocations of them to local governments.

o A major change in interest rates, a default on an investment held
by the Fund, or a significant decline in the market value of a Fund
investment could cause the value of your investment in the Fund, or
its yield, to decline.

o An investment in the Fund is not a deposit of Citibank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency.

o Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the
Fund.

WHO MAY WANT TO INVEST

You should keep in mind that an investment in Connecticut Tax
Free Reserves is not a complete investment program.

You should consider investing in Connecticut Tax Free Reserves
if:

o You're seeking tax-exempt income from your investment.*

o You're seeking current income and a stabilized share price.

o You want to be able to convert your investment to cash quickly with
reduced risk to principal.

o Your income is subject to Connecticut personal income tax.

Don't invest in Connecticut Tax Free Reserves if:

o You don't need your income to be tax-exempt, or you're investing
through a tax- deferred vehicle --such as an IRA account.

o You're seeking long-term growth of capital or high current income
and you can tolerate daily share price fluctuation.

----------
*Some income may be subject to tax. Consult your personal tax
adviser.

Fund Performance

The following bar chart and table can help you evaluate the
risks of investing in the Fund, and how its returns have
varied over time. The bar chart shows the Fund's performance
over four recent calendar years. The table compares the
average annual returns for the Fund for the periods indicated
to the performance of the IBC Financial Data Connecticut Tax
Free Money Market Funds Average. When you consider this
information, please remember that the Fund's past performance
is not necessarily an indication of how it will perform in the
future. For current yield information, please call
800-625-4554 toll free, or contact your account
representative.

YEAR-BY-YEAR TOTAL RETURNS

This bar chart shows how the Fund's performance has varied
from year to year and gives an indication of the risk of
investing in the Fund.

- --------------------------------------------------------------------------------
CITIFUNDS CONNECTICUT TAX FREE RESERVES

1994 2.80%
1995 3.63%
1996 2.97%
1997 3.00%

As of September 30, 1998, the Fund had a year-to-date return of 2.22%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

FUND'S HIGHEST AND LOWEST RETURNS
FOR CALENDAR QUARTERS COVERED BY THE BAR CHART

..............................................................................
Quarter Ending
..............................................................................
Highest 0.94% June 30, 1995
..............................................................................
Lowest 0.49% March 31, 1994

AVERAGE ANNUAL TOTAL RETURNS
(for periods ending December 31, 1997)

This table shows how the Fund's average annual total returns
for the periods indicated compare with those of the IBC
Financial Data Connecticut Tax Free Money Market Funds
Average, and gives another indication of the risk of investing
in the Fund.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
AS OF DECEMBER 31, 1997

..............................................................................
Since Inception
1 Year December 1, 1993
..............................................................................
CITIFUNDS CONNECTICUT TAX FREE RESERVES 3.00% 3.07%
..............................................................................
IBC Financial Data Connecticut Tax Free
Money Market Funds Average 2.91% -- *
..............................................................................
*Information regarding performance for this period is not available.
- --------------------------------------------------------------------------------

Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.

- --------------------------------------------------------------------------------

SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT

..............................................................................
Maximum Sales Charge (Load) Imposed on Purchases None
..............................................................................
Maximum Deferred Sales Charge (Load) None
..............................................................................
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
..............................................................................
Redemption Fee None
..............................................................................
Exchange Fee None
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

* Because some of the Fund's expenses were waived or
reimbursed, actual total operating expenses for the
prior year were: 0.65%

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

- --------------------------------------------------------------------------------

EXAMPLE

- --------------------------------------------------------------------------------
CITIFUNDS CONNECTICUT TAX FREE RESERVES
...............................................................................
1 Year 3 Years 5 Years 10 Years
...............................................................................
$103 $323 $561 $1,250
- --------------------------------------------------------------------------------

<PAGE>
CITIFUNDS NEW YORK TAX FREE RESERVES

CitiFunds New York Tax Free Reserves

This summary briefly describes CitiFunds New York Tax Free
Reserves and the principal risks of investing in it. For more
information, see "More About the Funds" on page 64.

FUND GOALS

The Fund's goals are to provide its shareholders with high
levels of current income exempt from federal, New York State
and New York City personal income taxes, preservation of
capital and liquidity. Of course, there is no assurance that
the Fund will achieve its goals.

MAIN INVESTMENT STRATEGIES

o Under normal market conditions, New York Tax Free Reserves invests
at least 80% of its assets in high quality municipal obligations
and in participation interests in these obligations issued by
banks, insurance companies and other financial institutions.
Municipal obligations are debt securities issued by states, cities
and towns and other political or public entities or agencies or
qualifying issuers. The interest paid on these debt securities is
free from federal income tax.

o Under normal market conditions, the Fund invests at least 65% of
its assets in municipal obligations that pay interest that is
exempt from federal, New York State and New York City personal
income taxes. These may include obligations of Puerto Rico and
other U.S. territories.

o When acceptable New York municipal obligations are not available,
the Fund may purchase other municipal obligations. The interest on
these securities may be subject to New York personal income taxes.

o The Fund may invest more than 25% of its assets in participation
interests in municipal obligations that are secured by bank letters
of credit or guarantees.

o The Fund may invest up to 20% of its assets in high quality
securities that pay interest that is subject to federal income tax
or federal alternative minimum tax.

MAIN RISKS

The principal risks of investing in New York Tax Free Reserves
are described below. See page 70 for more information about
risks.

o Because the Fund invests a high percentage of its assets in
municipal obligations of issuers located in New York, the Fund is
more exposed to events that adversely affect issuers in New York.
As a result, this Fund has more risk than a broadly diversified
money market fund.

o New York State and other issuers of New York municipal obligations
have experienced financial difficulties over the past several
years. Although the New York economy has improved more recently,
there is no assurance that this will continue. Recent global
economic events have begun to hurt the earnings of companies in New
York. If New York were to experience economic difficulties again,
the value of your investment in the Fund could decline. In
addition, the Fund also could have difficulty in finding high
quality New York municipal obligations available for investment.
This could cause the amount of the Fund's income that is subject to
New York taxes to increase.

o An investment in the Fund is not a deposit of Citibank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency.

o Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the
Fund.

WHO MAY WANT TO INVEST

You should keep in mind that an investment in New York Tax
Free Reserves is not a complete investment program.

You should consider investing in New York Tax Free Reserves
if:

o You're seeking tax-exempt income from your investment.*

o You're seeking current income and a stabilized share price.

o You want to be able to convert your investment to cash quickly with
reduced risk to principal.

o Your income is subject to New York State or New York City personal
income taxes.

Don't invest in New York Tax Free Reserves if:

o You don't need your income to be tax-exempt, or you're investing
through a tax- deferred vehicle -- such as an IRA account.

o You're seeking long term growth of capital or high current income
and you can tolerate daily share price fluctuation.

----------
*Some income may be subject to tax. Consult your personal tax
adviser.

Fund Performance

The following bar chart and table can help you evaluate the
risks of investing in the Fund and how its returns have varied
over time. The bar chart shows the Fund's performance over ten
recent calendar years. The table compares the average annual
returns for the Fund over the past ten calendar years to the
performance of the IBC Financial Data New York Tax Free Money
Market Funds Average. When you consider this information,
please remember that the Fund's past performance is not
necessarily an indication of how it will perform in the
future. For current yield information, please call
800-625-4554 toll free, or contact your account
representative.

YEAR-BY-YEAR TOTAL RETURNS

The bar chart shows how the Fund's performance has varied from
year to year and gives an indication of the risk of investing
in the Fund.

- --------------------------------------------------------------------------------
CITIFUNDS NEW YORK TAX FREE RESERVES

1988 4.24%
1989 5.48%
1990 5.20%
1991 3.86%
1992 2.38%
1993 1.79%
1994 2.30%
1995 3.31%
1996 2.86%
1997 3.06%

As of September 30, 1998, the Fund had a year-to-date return of 2.21%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

FUND'S HIGHEST AND LOWEST RETURNS
FOR CALENDAR QUARTERS COVERED BY THE BAR CHART

..............................................................................
Quarter Ending
..............................................................................
Highest 1.41% June 30, 1989
..............................................................................
Lowest 0.42% June 30, 1992
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS
(for periods ending December 31, 1997)

This table shows how the Fund's average annual total returns
for the periods indicated compare with those of the IBC
Financial Data New York Tax Free Money Market Funds Average,
and gives another indication of the risk of investing in the
Fund.

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
AS OF DECEMBER 31, 1997

..............................................................................
1 Year 5 Years 10 Years
..............................................................................
CITIFUNDS NEW YORK TAX FREE RESERVES 3.06% 2.66% 3.44%
..............................................................................
IBC Financial Data New York Tax Free
Money Market Funds Average 3.01% 2.63% 3.40%
- --------------------------------------------------------------------------------

Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.

- --------------------------------------------------------------------------------

SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT

..............................................................................
Maximum Sales Charge (Load) Imposed on Purchases None
..............................................................................
Maximum Deferred Sales Charge (Load) None
..............................................................................
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
..............................................................................
Redemption Fee None
..............................................................................
Exchange Fee None
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
..............................................................................
Management Fees 0.20%
..............................................................................
Distribution (12b-1) Fees 0.20%
..............................................................................
Other Expenses (administrative, shareholder
servicing and other expenses) 0.55%
..............................................................................
TOTAL ANNUAL FUND OPERATING EXPENSES* 0.95%
- --------------------------------------------------------------------------------

* Because some of the Fund's expenses were waived or
reimbursed, actual total operating expenses for the
prior year were: 0.65%
These fee waivers and reimbursements may be reduced or terminated at any time.
- --------------------------------------------------------------------------------

EXAMPLE

- --------------------------------------------------------------------------------
CITIFUNDS NEW YORK TAX FREE RESERVES

..............................................................................
1 Year 3 Years 5 Years 10 Years
..............................................................................
$97 $303 $528 $1,176
- --------------------------------------------------------------------------------

Your CitiFunds Account

HOW TO BUY SHARES

Shares of the Funds are offered continuously and purchases may
be made Monday through Friday, except on certain holidays.
Shares may be purchased from the Funds' distributor or a
broker-dealer or financial institution that has an agreement
with the distributor. You must be a customer of a Shareholder
Servicing Agent to purchase shares. Shareholder Servicing
Agents are financial institutions that have entered into
shareholder servicing agreements concerning the Funds. You pay
no sales charge (load) to invest in the Funds except that, as
described below, certain holders of Class A and Class B shares
of Cash Reserves may pay a sales charge when they sell their
shares. Each Fund and its distributor have the right to reject
any purchase order or cease offering Fund shares at any time.

Shares are purchased at net asset value (normally $1.00 per
share) the next time it is calculated after your order is
received and accepted by the distributor.

A Shareholder Servicing Agent will establish and maintain your
account and is the shareholder of record.

Your Shareholder Servicing Agent will not transmit your
purchase order for Fund shares until it receives the purchase
price in federal or other immediately available funds. If you
pay by check, the Shareholder Servicing Agent transmits the
order when the check clears, usually within two business days.

The Fund's 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 are determined by the
distributor and may vary. Citibank may make similar payments
to dealers under similar arrangements.

HOW THE PRICE OF YOUR SHARES IS CALCULATED

Each Fund calculates its net asset value (NAV) every day the
New York Stock Exchange is open for trading. Cash Reserves
calculates its NAV at
3:00 p.m. Eastern time, and the other Funds calculate their
NAV at 12:00 noon Eastern time. On days when the financial
markets in which the Funds invest close early, NAV will be
calculated as of the close of those markets. The Funds'
securities are valued at amortized cost, which is
approximately equal to market value.

HOW TO SELL SHARES

You may sell your shares on any business day without a sales
charge at the NAV (normally $1.00 per share) next determined
after your redemption request has been received by your
Shareholder Servicing Agent. Shares are sold without a sales
charge, except that, as described below, certain shareholders
in Cash Reserves may pay a sales charge when they sell their
shares. You may contact your Shareholder Servicing Agent in
writing or, if your Shareholder Servicing Agent permits, by
telephone. All redemption requests must be in proper form, as
determined by your Shareholder Servicing Agent.

You will receive your redemption proceeds in federal funds
normally on the day on which you sell your shares but in any
event within seven days. Your redemption proceeds may be
delayed for up to ten days if your purchase was made by check.
Your redemption proceeds may also be delayed, or your right to
receive redemption proceeds suspended, if the New York Stock
Exchange is closed (other than on weekends or holidays) or
trading is restricted, or if an emergency exists. Each Fund
has the right to pay your redemption proceeds by giving you
securities instead of cash. In that case, you may incur costs
(such as brokerage commissions) converting the securities to
cash. You should be aware that you may have to pay taxes on
your redemption proceeds.

EXCHANGES

You may exchange your Class A or Class B shares of Cash
Reserves for shares of the same class (if available) of
certain other CitiFunds or other funds managed by Citibank.
Class A shares of Cash Reserves that are not subject to a
contingent deferred sales charge may also be exchanged for
shares of certain CitiFunds or other funds managed by Citibank
that offer only a single class of shares. Shares of the Funds
other than Cash Reserves, and Class N shares of Cash Reserves,
may be exchanged for shares of certain CitiFunds or other
funds managed by Citibank. Your Shareholder Servicing agent
can provide you with more information, including a prospectus
for any fund to be acquired through an exchange. If your
account application allows, you may arrange the exchange by
telephone.

Generally, there is no sales charge on shares you get through
an exchange. However, if you are exchanging shares of a Fund
for shares of another fund that are subject to an initial
sales charge, and if the initial sales charge for the shares
being exchanged into is greater than the sales charge you paid
to acquire the Fund shares being exchanged, you will have to
pay an initial sales charge at a rate equal to the difference.

When you exchange Class B shares of Cash Reserves for Class B
shares of another fund, you do not have to pay a contingent
deferred sales charge. You may have to pay a contingent
deferred sales charge when you redeem the Class B shares of
the other fund.

If you exchange your shares of a Fund for shares subject to an
initial sales charge, you may qualify for elimination or
reduction of the sales charge if you meet any of the following
conditions:

o You held the Fund shares being exchanged as of January 4, 1999.

o The Fund shares being exchanged were purchased with a sales charge
or acquired through a previous exchange from shares purchased with
a sales charge.

o The Fund shares being exchanged represent capital appreciation or
the reinvestment of dividends or capital gains distributions.

To qualify for this reduction or elimination of the sales
charge, you must notify your Shareholder Servicing Agent at
the time of exchange. You may need to provide documentation to
confirm your entitlement to the sales charge elimination or
reduction.

The exchange privilege may be changed or terminated at any
time. You should be aware that you may have to pay taxes on
your exchange.

DIVIDENDS

Each business day when the Funds determine NAV for a Fund,
they calculate the Fund's net income and declare dividends for
all shareholders of record. Shares begin to accrue dividends
on the day they are purchased. You will not receive dividends
for the day on which you redeem your shares. Dividends are
distributed once a month, on or before the last business day
of the month. Unless you choose to receive your dividends in
cash, you will receive them as full and fractional additional
Fund shares.

RETIREMENT ACCOUNTS

Your Shareholder Servicing Agent can advise you about how
investments in Cash Reserves and U.S. Treasury Reserves may be
incorporated into your retirement plan.

CLASSES OF SHARES OF CASH RESERVES

Cash Reserves offers three classes of shares, Class A, Class B
and Class N. Each class has different eligibility requirements
and its own combination of charges and fees. Class N, which
has no sales charge, is the share class generally available
for new investments. Class A and Class B shares are available
only by exchange from the Class A or B shares of another
CitiFund. Class A and Class B shares may be convenient for
shareholders seeking a temporary investment before investing
in another fund in the CitiFunds family.

CLASS A SHARES

o If you own Class A shares of another CitiFund and are exchanging
those shares for shares in Cash Reserves, you must exchange those
shares for Class A shares in Cash Reserves. Class A shares may only
be purchased by exchange of Class A shares of another CitiFund.

o There is no fee or sales charge when you purchase Class A shares,
and usually there is no fee or charge when you sell your shares.
However, under certain limited circumstances, if you exchanged
Class A shares of another CitiFund into Class A shares of Cash
Reserves and those other Class A shares were subject to a deferred
sales charge, you may be required to pay that charge when you sell
your shares in Cash Reserves.

o If you own Class A shares, your fund expenses will include an
annual distribution fee of up to .20%. This fee compensates the
distributor for its marketing activities and expenses.

CLASS B SHARES

o If you own Class B shares of another CitiFund and want to exchange
those shares for shares in Cash Reserves, you must exchange them
for Class B shares of Cash Reserves. Class B shares may only be
purchased by exchange of Class B shares of another CitiFund.

o There is no fee when you purchase Class B shares, but if you sell
your shares within five years of purchase, you may pay a deferred
sales charge when you sell your shares. This contingent deferred
sales charge, called a CDSC, is based on the CDSC applicable to the
Class B shares of the CitiFund that you owned before exchanging
into Cash Reserves. If you have exchanged your Class B shares more
than once, you will be charged the highest CDSC applicable to your
shares. The CDSC is based on either the original purchase price or
what you sell your shares for, whichever is less. The CDSC is a
maximum of 5% if you sell your shares within the first year of
purchase, and then goes down over time. There is no CDSC if you
sell your shares after five years. The amount of time that you
owned Class B shares of another CitiFund before you exchanged them
for Class B shares in Cash Reserves will be counted to determine
the amount of sales charge that you owe. You do not pay a CDSC on
any Class B shares you receive by reinvesting dividends. To ensure
that you pay the lowest CDSC possible, the Fund will always use the
Class B shares with the lowest CDSC possible to fill your sell
requests. You may be eligible for a waiver of the CDSC when you
sell your shares. For more information about waivers, contact your
account representative or request a copy of the Funds' Statement of
Additional Information.

If you own Class B shares, your fund expenses include an
annual distribution and service fee of up to .75%. The
distribution fee compensates the distributor for paying your
financial adviser an up-front sales commission on your
original purchase of Class B shares, that could be as high as
4.50%. The service fee compensates your financial adviser for
providing ongoing services to you.

Your Class B shares of Cash Reserves will convert
automatically into Class A shares of Cash Reserves
approximately 8 years after your original purchase of the
Class B shares, reducing future annual expenses. Class A
shares have lower distribution fees than Class B shares.

CLASS N SHARES

o Class N shares are available to all investors purchasing shares
directly and not through exchange.

If you purchased your shares in Cash Reserves prior to January
4, 1999, your shares have become Class N shares.

There is no fee or sales charge when you purchase Class N
shares, and there is no fee or charge when you sell your
shares. If you own Class N shares, your fund expenses will
include a maximum annual distribution fee of .20%. This fee
compensates the distributor for its marketing activities and
expenses.

TAX MATTERS

This discussion of taxes is for general information only. You
should consult your own tax adviser about your particular
situation.

TAXATION OF DISTRIBUTIONS: For Cash Reserves and U.S. Treasury
Reserves, you normally will be required to pay federal income
tax on any dividends and other distributions you receive,
whether you take distributions in cash or reinvest them in
additional shares. Distributions designated as capital gains
dividends will be taxed as long-term net capital gains. Other
distributions are generally taxable as ordinary income. Some
dividends paid in January may be taxable as if they had been
paid the previous December.

For the Tax Free Funds, each Fund expects that most of its net
income will be attributable to interest on municipal
obligations and as a result most of each Fund's dividends to
you will not be taxable. However, each Fund may invest from
time to time in taxable securities, and certain Fund dividends
may be subject to the federal alternative minimum tax. It is
also possible, but not intended, that a Fund may realize
short-term or long-term capital gains or losses. As a result,
a Fund may designate some distributions as income or short-
term capital gain dividends, generally taxable to you as
ordinary income, or capital gains dividends, taxable to you as
long-term capital gains, whether you take distributions in
cash or reinvest them in additional shares.

Fund dividends which the Fund designates as not taxable are
taken into account in determining the amount of your social
security and railroad retirement benefits, if any, that may be
subject to federal income tax. In addition, you may not claim
a deduction for interest on indebtedness you incurred or
continued for the purpose of owning Fund shares. Shareholders
who are, or who are related to, "substantial users" of
facilities financed by private activity bonds should consult
their tax advisers before buying Fund shares.

STATE AND LOCAL TAXES: Generally, you will have to pay state
or local taxes on Fund dividends and other distributions,
although distributions derived from interest on U.S.
government obligations may be exempt from certain state and
local taxes. Except as noted below, Fund dividends that are
not taxable to you for federal income tax purposes may still
be subject to tax under the income or other tax laws of state
or local taxing authorities. You should consult your own tax
adviser in this regard.

CALIFORNIA TAX FREE RESERVES: As long as at the end of each
quarter of the Fund's fiscal year the Fund continues to
qualify for the special federal income tax treatment afforded
regulated investment companies and at least 50% of the value
of the Fund's assets consists of California municipal
obligations that, if held by an individual, would pay interest
exempt from California taxation, shareholders of the Fund will
be able to exclude from income, for California personal income
tax purposes, dividends received from the Fund which are
derived from income (less related expenses) from such
California municipal obligations of the Fund. These dividends
must be designated as such by the Fund by written notice to
shareholders within 60 days after the close of that fiscal
year.

The foregoing description is a general, abbreviated summary
that relates solely to the California personal income taxation
of dividends received by shareholders. Accordingly, potential
investors, including, in particular, investors who may be
subject to California corporate franchise tax or California
corporate income tax, should consult with their own tax
advisers. Interest on indebtedness incurred or continued by a
shareholder in connection with the purchase of Fund shares
will not be deductible for California personal income tax
purposes if the Fund distributes dividends that are exempt
from California taxation.

CONNECTICUT TAX FREE RESERVES: The Fund expects that
shareholders will not be subject to the Connecticut personal
income tax on exempt-interest dividends received from the Fund
to the extent that such distributions are derived from
interest on Connecticut municipal obligations. Capital-gain
dividends derived from Connecticut municipal obligations
(other than obligations of U.S. territories or possessions and
their political subdivisions) are also free from this tax.
Other distributions from the Fund, including exempt-interest
dividends attributable to obligations of issuers in other
states, other long-term capital gains and all short-term
capital gains, will not be exempt from the Connecticut
personal income tax. Moreover, distributions by the Fund
derived from interest income, other than interest on
Connecticut municipal obligations, that are treated as a
preference item for federal income tax purposes may be subject
to the net Connecticut minimum tax in the case of any
shareholder subject to the Connecticut personal income tax and
required to pay the federal alternative minimum tax.

NEW YORK TAX FREE RESERVES: To the extent that dividends
received from the Fund are derived from interest on New York
Municipal Obligations, the dividends will also be excluded
from the gross income of individual shareholders who are New
York residents for New York State and New York City personal
income tax purposes. Dividends from the Fund are not excluded
in determining New York State or New York City franchise taxes
on corporations and financial institutions (with certain
limited exceptions provided in the New York City Tax on Bank
Corporations).

FOREIGN SHAREHOLDERS: Each Fund will withhold U.S. federal
income tax payments at the rate of 30% (or any lower
applicable treaty rate) on taxable dividends and other
payments subject to withholding taxes that are made to persons
who are not citizens or residents of the United States.
Distributions received from a Fund by non-U.S. persons also
may be subject to tax under the laws of their own
jurisdictions.

BACKUP WITHHOLDING: The account application asks each new
investor to certify that the investor's Social Security or
taxpayer identification number is correct and that the
shareholder is not subject to 31% backup withholding for
failing to report income to the IRS. A Fund may be required to
withhold (and pay over to the IRS for your credit) 31% of
certain distributions it pays you if you fail to provide this
information or otherwise violate IRS regulations.

TAXATION OF TRANSACTIONS: If you sell your shares of a Fund,
or exchange them for shares of another Fund, it is considered
a taxable event. Depending on your purchase price and the
sales price of the shares you sell or exchange, you may have a
gain or loss on the transaction. You are responsible for any
tax liabilities generated by your transaction.

MANAGEMENT OF THE FUNDS

Management of the Funds

INVESTMENT ADVISER

Each Fund draws on the strength and experience of Citibank.
Citibank is the investment adviser of each Fund, and subject
to policies set by the Funds' Trustees, Citibank makes
investment decisions. Citibank has been managing money since
1822. With its affiliates, it currently manages more than $290
billion in assets worldwide. Citibank is a wholly-owned
subsidiary of Citicorp, which is, in turn, a wholly-owned
subsidiary of Citigroup Inc. Citigroup Inc. was formed as a
result of the merger of Citicorp and Travelers Group, Inc.,
which was completed on October 8, 1998. Citibank's address is
153 East 53rd Street, New York, New York. "CitiFunds" is a
service mark of Citicorp.

Although Citibank and its affiliates may have banking and
investment banking relationships with the issuers of
securities that are held in the Funds, in making investment
decisions for the Funds Citibank does not obtain or use
material inside information acquired by any division,
department or affiliate of Citibank in the course of those
relationships. Citibank and its affiliates may have loans
outstanding that are repaid with proceeds of securities
purchased by the Funds.

ADVISORY FEES

For the services it provided under the investment advisory
agreements for the Funds, for the Funds' fiscal year ended
August 31, 1998 Citibank received the following fees:

- --------------------------------------------------------------------------------
Fee, as percentage of
average
daily net assets,
Fund after waiver
..............................................................................
Cash Reserves 0.08%
..............................................................................
U.S. Treasury Reserves 0.07%
..............................................................................
Tax Free Reserves 0.11%
..............................................................................
California Tax Free Reserves 0.13%
..............................................................................
Connecticut Tax Free Reserves 0.11%
..............................................................................
New York Tax Free Reserves 0.12%
- --------------------------------------------------------------------------------

DISTRIBUTION ARRANGEMENTS

The Funds, except for Class A and Class B shares of Cash
Reserves, do not charge any sales loads, deferred sales loads
or other fees in connection with the purchase of shares. See
"Classes of Shares of Cash Reserves" for a description of the
deferred sales loads applicable to those shares.

The Funds have adopted distribution plans under rule 12b-1
under the Investment Company Act of 1940. For the Funds other
than Cash Reserves, and for Class N shares of Cash Reserves,
these plans allow each Fund to use up to 0.10% per year of its
average daily net assets to compensate the Funds' distributor
for its distribution activities. The distributor currently
waives a portion of these fees on a voluntary basis. This fee
waiver may be terminated or reduced at any time. The plans
also allow each Fund to pay up to an additional 0.10% per year
of its average daily net assets in anticipation of or as
reimbursement for certain advertising expenses. The Funds did
not pay any of these additional advertising expenses during
their last fiscal year, and do not anticipate doing so during
the current fiscal year. Because fees under the plans are paid
out of Fund assets, over time these fees will increase the
cost of your investment and may cost you more than paying
other types of sales charges.

The Distribution Plan for Class A shares of Cash Reserves
provides that Class A shares pay a distribution and service
fee at an annual rate not to exceed .20% per year of the
average daily net assets represented by Class A shares. The
Distribution Plan for Class B shares of Cash Reserves provides
that Class B shares pay a distribution fee at an annual rate
of up to .75% of the average net assets of the class. These
fees are used to compensate the distributor for marketing
costs and activities, and your financial adviser for providing
ongoing services to you.

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 vary. Citibank may make similar payments
under similar arrangements.

From time to time, the Distributor or Citibank may provide
additional promotional bonuses, incentives or payments to
dealers that sell shares of the Funds. These may include
payments for travel expenses, including lodging, incurred in
connection with trips taken by invited registered
representatives and their guests to locations within and
outside the United States for meetings or seminars of a
business nature. In some instances, these bonuses, incentives
or payments may be offered only to dealers who have sold or
may sell significant amounts of shares. Certain dealers may
not sell all classes of shares.

MORE ABOUT THE FUNDS

More About the Funds

The Funds' goals, principal investments and risks are
summarized in FUNDS AT A GLANCE. More information on
investments, investment strategies and risks appears below.

THE PRINCIPAL INVESTMENT
STRATEGIES

The Funds' principal investment strategies are the strategies
that, in the opinion of Citibank, are most likely to be
important in trying to achieve each Fund's investment goals.
Of course, there can be no assurance that any Fund will
achieve its goals. Please note that each Fund may also use
strategies and invest in securities that are not described
below but that are described in the Statement of Additional
Information.

Each Fund has specific investment policies and procedures
designed to maintain a constant net asset value of $1.00 per
share. Each Fund also complies with industry regulations that
apply to money market funds. These regulations require that
each Fund's investments mature or be deemed to mature within
397 days from the date purchased and that the average maturity
of each Fund's investments (on a dollar-weighted basis) be 90
days or less. In addition, all of the Funds' investments must
be in U.S. dollar-denominated high quality securities which
have been determined by Citibank to present minimal credit
risks. To be high quality, a security (or its issuer) must be
rated in one of the two highest short-term rating categories
by nationally recognized rating agencies, such as Moody's or
Standard & Poor's, or, in Citibank's opinion, be of comparable
quality. Investors should note that within these two rating
categories there may be sub-categories or gradations
indicating relative quality. If the credit quality of a
security deteriorates after a Fund buys it, Citibank will
decide whether the security should be held or sold.

MANAGEMENT STYLE. Managers of mutual funds use different
styles when selecting securities to purchase. Citibank's
portfolio managers use a "top-down" approach when selecting
securities for the Funds. When using a "top-down" approach,
the portfolio manager looks first at broad economic factors
and market conditions, such as prevailing and anticipated
interest rates. On the basis of those factors and conditions,
the manager selects optimal interest rates and maturities and
chooses certain sectors or industries within the overall
market. The manager then looks at individual companies within
those sectors or industries to select securities for the
investment portfolio.

Since the Funds maintain a weighted average maturity of no
more than 90 days, many of their investments are held until
maturity. The manager may sell a security before maturity when
it is necessary to do so to meet redemption requests. The
manager may also sell a security if the manager believes the
issuer is no longer as creditworthy, or in order to adjust the
average weighted maturity of a Fund's portfolio (for example,
to reflect changes in the manager's expectations concerning
interest rates), or when the manager believes there is
superior value in other market sectors or industries.

WHAT ARE MONEY MARKET INSTRUMENTS?
A MONEY MARKET INSTRUMENT is a short-term IOU issued by banks
or other corporations, or the U.S. or a foreign government and
state or local governments. Money market instruments have
maturity dates of 13 months or less. Money market instruments
may include CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES,
VARIABLE RATE DEMAND NOTES (where the interest rate is reset
periodically and the holder may demand payment from the issuer
at any time), FIXED-TERM OBLIGATIONS, COMMERCIAL PAPER (short
term unsecured debt of corporations), ASSET-BACKED SECURITIES
(which are backed by pools of accounts receivable such as car
installment loans or credit card receivables) and REPURCHASE
AGREEMENTS. In a repurchase agreement, the seller sells a
security and agrees to buy it back at a later date (usually
within seven days) and at a higher price, which reflects an
agreed upon interest rate.

CASH RESERVES invests in high quality U.S. dollar-denominated
money market instruments of U.S. and non-U.S. issuers. These
obligations include U.S. government obligations, obligations
of U.S. and non-U.S. banks, obligations issued or guaranteed
by the governments of Western Europe, Australia, Japan and
Canada, commercial paper, asset backed securities and
repurchase agreements. The Fund's U.S. government obligations
may include U.S. Treasury bills, bonds and notes and
obligations of U.S. government agencies and instrumentalities
that may, but need not, be backed by the full faith and credit
of the United States. While the Fund can invest in all of
these types of obligations, the Fund concentrates in bank
obligations, including certificates of deposit, fixed time
deposits and bankers' acceptances. This means that the Fund
invests at least 25% of its assets in bank obligations, and
the Fund may invest up to all of its assets in bank
obligations. Except for this concentration policy, the Fund's
investment goals and policies may be changed without a
shareholder vote.

Cash Reserves invests only in "first tier" securities. These
securities are rated in the highest short-term rating category
by nationally recognized rating agencies or, in Citibank's
opinion, are of comparable quality.

U.S. TREASURY RESERVES invests in U.S. Treasury bills,
bonds, notes and receipts. Treasury receipts are interest
coupons on other U.S. Treasury obligations. This Fund may
also invest in short-term obligations of U.S. government
agencies and instrumentalities, but only if the obligations
are backed by the full faith and credit of the United
States. The Fund's investment goals and policies may be
changed without a shareholder vote. ALTHOUGH THE FUND
INVESTS IN U.S. GOVERNMENT OBLIGATIONS, AN INVESTMENT IN THE
FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT.

THE FOUR TAX FREE FUNDS invest primarily in high quality
municipal obligations, including municipal money market
instruments, and in participation interests in municipal
obligations.

WHAT ARE MUNICIPAL OBLIGATIONS?
Municipal obligations are fixed and variable rate obligations
issued by or on behalf of states and municipal governments,
Puerto Rico and other U.S. territories, and their authorities,
agencies, instrumentalities and political subdivisions, and by
other qualifying issuers. The interest on these obligations is
exempt from federal income tax.

Longer term municipal obligations (municipal bonds) generally
are issued to raise funds for construction or to retire
previous debt. Short term obligations (municipal notes or
commercial paper) may be issued to finance short term cash
needs in anticipation of receipt of tax and other revenues.
Under normal market conditions, these Funds invest at least
80% of their assets in municipal obligations and participation
interests. These policies cannot be changed without a
shareholder vote.

Municipal obligations bought by the Funds must be rated in the
highest two rating categories of nationally recognized rating
agencies or determined by Citibank to be of comparable
quality.

The Tax Free Funds invest in both "general obligation"
securities, which are backed by the full faith, credit and
taxing power of the issuer, and in "revenue" securities, which
are payable only from revenues from a specific project or
another revenue source. The Funds also invest in private
activity bonds, which fund privately operated industrial
facilities. Payment on these bonds generally is made from
payments by the operators of the facilities and is not backed
by the taxing authority of the issuing municipality. The Funds
invest in municipal lease obligations, which are undivided
interests issued by a state or municipality in a lease or
installment purchase which generally relates to equipment or
facilities. In some cases payments under municipal leases do
not have to be made unless money is specifically approved for
that purpose by an appropriate legislative body.

The Funds may purchase municipal obligations under
arrangements (called stand-by commitments) where they can sell
the securities at an agreed-upon price and date under certain
circumstances. The Fund can also purchase securities under
arrangements (called when-issued or forward-delivery basis)
where the securities will not be delivered immediately. The
Funds will set aside the assets to pay for these securities at
the time of the agreement.

Tax Free Reserves will, and the other Tax Free Funds may,
concentrate in participation interests issued by banks and
other financial institutions and secured by bank letters of
credit or guarantees. This means that Tax Free Reserves will,
and the other Tax Free Funds may, invest more than 25% of
their assets in participation interests backed by banks. In a
participation interest, the bank sells undivided interests in
a municipal obligation it owns. These interests may be
supported by a bank letter of credit or guarantee. The
interest rate generally is adjusted periodically, and the
holder can sell back to the issuer after a specified notice
period. If interest rates rise or fall, the rates on
participation interests and other variable rate instruments
generally will be readjusted. As a result, these instruments
do not offer the same opportunity for capital appreciation or
loss as fixed rate instruments.

Under normal market conditions, California Tax Free Reserves,
Connecticut Tax Free Reserves and New York Tax Free Reserves
invest at least 65% of their assets in municipal obligations
that pay interest that is exempt from California, Connecticut
and New York taxes, respectively. When acceptable municipal
obligations of this type are not available, the Funds may
invest in municipal obligations that are not free from these
state taxes. This would cause the amount of each Fund's income
that is subject to state tax to increase.

Each Tax Free Fund may also invest in taxable money market
instruments, particularly if the after-tax return on those
securities is greater than the return on municipal money
market instruments. The Funds' taxable investments will be
comparable in quality to their municipal investments. Under
normal circumstances, not more than 20% of a Tax Free Fund's
assets are invested in taxable instruments. Except for its
policy to invest in municipal obligations, each Tax Free
Fund's investment goals and policies may be changed without a
shareholder vote.

DEFENSIVE STRATEGIES. The Tax Free Funds may, from time to
time, take temporary defensive positions that are inconsistent
with the Funds' principal investment strategies in attempting
to respond to adverse market, political or other conditions.
When doing so, the Funds may invest without limit in high
quality taxable money market instruments, and may not be
pursuing their investment objectives.

INVESTMENT STRUCTURE. Cash Reserves, U.S. Treasury Reserves
and Tax Free Reserves each invest in securities through an
underlying mutual fund having the same goals and strategies.
The other Funds may use this structure in the future. New York
Tax Free Reserves will do so only if its shareholders agree.
Each Fund may stop investing in its corresponding underlying
fund at any time, and will do so if the Fund's Trustees
believe that to be in the shareholders' best interests. The
Fund could then invest in another mutual fund or pooled
investment vehicle, or could invest directly in securities.

RISKS

Investing in a mutual fund involves risk, including the risk
that you may receive little or no return on your investment or
even that you may lose part or all of your investment. Before
investing, you should consider the risks you will assume.
Certain of these risks are described below.

The risks of investing in each Fund vary depending on the
securities it holds and the investment practices it uses.
Please remember that an investment in the Funds is not a
deposit of Citibank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government
agency. Although each Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by
investing in the Funds.

INTEREST RATE RISK. The Funds invest in short term money
market instruments. As a result, the amount of income paid to
you by the Fund will go up or down depending on day-to-day
variations in short term interest rates. A major increase in
interest rates could cause the value of your investment in the
Fund to decline.

CREDIT RISK. The Funds invest in high quality debt securities,
meaning securities that are rated, when the Funds buy them, in
one of the two highest short term rating categories by
nationally recognized rating agencies or, in Citibank's
opinion, are of comparable quality. However, it is possible
that some issuers will be unable to make the required payments
on debt securities held by the Funds. Debt securities also
fluctuate in value based on perceived creditworthiness of
issuers. A default on an investment held by a Fund, or a
significant decline in the value of a Fund investment, could
cause the value of your investment in the Fund to decline.

NON-U.S. SECURITIES. Investors in Cash Reserves should be
aware that investments in non-U.S. securities involve risks
relating to political, social and economic developments
abroad, as well as risks resulting from the differences
between the regulations to which U.S. and non-U.S. issuers and
markets are subject. These risks may include expropriation of
assets, confiscatory taxation, withholding taxes on dividends
and interest paid on fund investments, fluctuations in
currency exchange rates, currency exchange controls and other
limitations on the use or transfer of assets by the Fund or
issuers of securities, and political or social instability. In
addition, non-U.S. companies may not be subject to accounting
standards or governmental supervision comparable to U.S.
companies, and there may be less public information about
their operations. Non-U.S. markets may be less liquid and more
volatile than U.S. markets. As a result, there may be rapid
changes in the value of non-U.S. securities. Non-U.S. markets
also may offer less protection to investors such as the Fund.

NON-DIVERSIFIED STATUS. Each of the Tax Free Funds is a non-
diversified mutual fund. This means that these Funds may
invest a relatively high percentage of their assets in the
obligations of a limited number of issuers. Each Tax Free Fund
also may invest 25% or more of its assets in securities the
issuers of which are located in the same state, that derive
interest from similar type projects or that are otherwise
related. As a result, many securities held by a Fund may be
adversely affected by a particular single economic, business,
regulatory or political event. You should consider the greater
risk inherent in these policies when compared with a more
diversified mutual fund.

CONCENTRATION. Cash Reserves concentrates in bank obligations.
Tax Free Reserves will, and each of the other Tax Free Funds
may, concentrate in participation interests issued by banks
and secured by bank letters of credit or guarantees. This
means that an investment in Cash Reserves and an investment in
Tax Free Reserves are, and an investment in the other Tax Free
Funds may be, particularly susceptible to events affecting the
banking industry. Banks are highly regulated. Decisions by
regulators may limit the loans banks make and the interest
rates and fees they charge, and may reduce bank profitability.
Bank also depend on being able to obtain funds at reasonable
costs to finance their lending operations. This makes them
sensitive to changes in money market and general economic
conditions. When a bank's borrowers get in financial trouble,
their failure to repay the bank will also affect the bank's
financial situation.

RISKS AFFECTING INVESTMENTS IN STATE MUNICIPAL OBLIGATIONS.
California Tax Free Reserves, Connecticut Tax Free Reserves
and New York Tax Free Reserves invest a high percentage of
their assets in municipal obligations of issuers in
California, Connecticut and New York, respectively. As a
result, these Funds are more exposed to events that adversely
affect issuers in those states, and these Funds have more risk
than broadly diversified money market funds.

You should be aware of special economic factors affecting
California, Connecticut and New York before investing. These
factors are summarized in FUNDS AT A GLANCE for California Tax
Free Reserves, Connecticut Tax Free Reserves and New York Tax
Free Reserves. The Funds have obtained this information from
the issuers of California, Connecticut and New York municipal
obligations, and are not responsible for its accuracy or
timeliness.

YEAR 2000. The Funds could be adversely affected if the
computer systems used by the Funds or their service providers
are not programmed to process information accurately on or
after January 1, 2000. The Funds, and their service providers,
are making efforts to resolve any potential Year 2000
problems. While it is likely these efforts will be successful,
the failure to implement any necessary modifications could
have an adverse impact on the Funds. The Funds also could be
adversely affected if the issuers of securities held by the
Funds do not solve their Year 2000 problems, or if it costs
them large amounts of money to solve these problems.

$1.00 NET ASSET VALUE. In order to maintain a $1.00 per share
net asset value, a Fund could reduce the number of its
outstanding shares. The Fund could do this if there were a
default on, or significant decline in value of, an investment
held by the Fund. If this happened, you would own fewer
shares. By investing in a Fund, you agree to this reduction
should it become necessary.

<PAGE>

<TABLE>
FINANCIAL HIGHLIGHTS

Financial Highlights

The financial highlights table is intended to help you understand the Fund's financial performance for the past 5 years. Certain
information reflects financial results for a single 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 by PricewaterhouseCoopers LLP, whose report, along with the Fund's financial statements, is
included in the annual report which is available upon request.

<CAPTION>
CITIFUNDS CASH RESERVES
Year Ended August 31,
-------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
..............................................................................................................................
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income 0.05050 0.04940 0.05039 0.05174 0.03137
Less dividends from net
investment income (0.05050) (0.04940) (0.05039) (0.05174) (0.03137)
..............................................................................................................................
Net asset value, end of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
..............................................................................................................................
Total return 5.17% 5.05% 5.16% 5.30% 3.18%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands) $2,198,443 $1,827,181 $1,468,177 $931,886 $445,600
Ratio of expenses to average
net assets+ 0.70% 0.70% 0.69% 0.69% 0.69%
Ratio of net investment income
to average net assets+ 5.05% 4.96% 5.02% 5.17% 3.12%

Note: If agents of the Fund and agents of Cash Reserves Portfolio had not waived all or a portion of their fees during the
periods indicated, the net investment income per share and the ratios would have been as follows:

Net investment income per share $0.04814 $0.04697 $0.04766 $0.04895 $0.02840
RATIOS:
Expenses to average net assets+ 0.94% 0.95% 0.96% 0.97% 0.99%
Net investment income to
average net assets+ 4.81% 4.71% 4.75% 4.89% 2.82%

+ Includes the Fund's share of the allocated expenses of Cash Reserves Portfolio, the underlying fund in which the Fund invests
its assets.

</TABLE>
<PAGE>

<TABLE>
Financial Highlights -- Continued

The financial highlights table is intended to help you understand the Fund's financial performance for the past 5 years. Certain
information reflects financial results for a single 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 by Deloitte & Touche LLP, whose report, along with the Fund's financial statements, is included in
the annual report which is available upon request.

<CAPTION>
CITIFUNDS U.S. TREASURY RESERVES
Year Ended August 31,
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
..............................................................................................................................
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income 0.04552 0.04547 0.04602 0.04751 0.02837
Less dividends from net investment
income (0.04552) (0.04547) (0.04602) (0.04751) (0.02837)
..............................................................................................................................
Net asset value, end of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
..............................................................................................................................
Total return 4.65% 4.64% 4.70% 4.86% 2.87%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands) $319,930 $360,717 $317,996 $256,452 $203,400
Ratio of expenses to average net
assets+ 0.70% 0.70% 0.70% 0.70% 0.70%
Ratio of net investment income to
average net assets+ 4.55% 4.57% 4.61% 4.77% 2.81%

Note: If agents of the Fund and agents of U.S. Treasury Reserves Portfolio had not waived all or a portion of their fees during
the periods indicated, the net investment income per share and the ratios would have been as follows:

Net investment income per share $0.04292 $0.04278 $0.04313 $0.04452 $0.02514
RATIOS:
Expenses to average net assets+ 0.96% 0.97% 1.00% 1.00% 1.02%
Net investment income to average net
assets+ 4.29% 4.30% 4.32% 4.47% 2.49%

+ Includes the Fund's share of the allocated expenses of U.S. Treasury Reserves Portfolio, the underlying fund in which the Fund
invests its assets.

</TABLE>
<PAGE>

<TABLE>
Financial Highlights -- Continued

The financial highlights table is intended to help you understand the Fund's financial performance for the past 5 years. Certain
information reflects financial results for a single 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 by Deloitte & Touche LLP, whose report, along with the Fund's financial statements, is included in
the annual report which is available upon request.

<CAPTION>
CITIFUNDS TAX FREE RESERVES
Year Ended August 31,
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
..............................................................................................................................
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income 0.03042 0.03004 0.02973 0.03197 0.02002
Less dividends from net investment
income (0.03042) (0.03004) (0.02973) (0.03197) (0.02002)
..............................................................................................................................
Net asset value, end of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
..............................................................................................................................
Total return 3.08% 3.05% 3.01% 3.24% 2.02%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands) $514,771 $422,483 $371,349 $392,172 $232,333
Ratio of expenses to average net
assets+ 0.65% 0.65% 0.65% 0.65% 0.65%
Ratio of net investment income to
average net assets+ 3.04% 3.01% 2.97% 3.22% 1.99%

Note: If agents of the Fund and agents of Tax Free Reserves Portfolio had not waived all or a portion of their fees during the
periods indicated, the net investment income per share and the ratios would have been as follows:

Net investment income per share $0.02782 $0.02715 $0.02693 $0.02929 $0.01730
RATIOS:
Expenses to average net assets+ 0.92% 0.94% 0.93% 0.92% 0.92%
Net investment income to average net
assets+ 2.77% 2.72% 2.69% 2.95% 1.72%

+ Includes the Fund's share of the allocated expenses of Tax Free Reserves Portfolio, the underlying fund in which the Fund
invests its assets.

</TABLE>
<PAGE>

<TABLE>
Financial Highlights -- Continued

The financial highlights table is intended to help you understand the Fund's financial performance for the past 5 years. Certain
information reflects financial results for a single 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 by Deloitte & Touche LLP, whose report, along with the Fund's financial statements, is included in
the annual report which is available upon request.

<CAPTION>
CITIFUNDS CALIFORNIA TAX FREE RESERVES
Year Ended August 31,
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
..............................................................................................................................
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income 0.02928 0.02899 0.03089 0.03434 0.02288
Less dividends from net investment
income (0.02928) (0.02899) (0.03089) (0.03434) (0.02288)
..............................................................................................................................
Net asset value, end of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
..............................................................................................................................
Total return 2.97% 2.94% 3.13% 3.49% 2.31%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands) $285,628 $207,345 $150,557 $51,832 $52,863
Ratio of expenses to average net
assets 0.65% 0.65% 0.42% 0.30% 0.25%
Ratio of net investment income to
average net assets 2.92% 2.91% 3.05% 3.43% 2.30%

Note: If agents of the Fund had not waived all or a portion of their fees from the Fund for the periods indicated and the
Administrator had not voluntarily assumed expenses for the periods before August 31, 1996, and the expenses were not reduced for
the fees paid indirectly for the years after August 31, 1995, the ratios and net investment income per share would have been as
follows:

Net investment income per share $0.02687 $0.02630 $0.02481 $0.02513 $0.01423
RATIOS:
Expenses to average net assets 0.90% 0.92% 1.01% 1.21% 1.12%
Net investment income to average net
assets 2.67% 2.64% 2.45% 2.51% 1.43%

</TABLE>
<PAGE>

<TABLE>
Financial Highlights -- Continued

The financial highlights table is intended to help you understand the Fund's financial performance for the past 4 fiscal years
ended August 31 and for the period December 31, 1993 (commencement of operations) to August 31, 1994. Certain information
reflects financial results for a single 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 by Deloitte & Touche LLP, whose report, along with the Fund's financial statements, is included in the annual
report which is available upon request.

<CAPTION>
CITIFUNDS CONNECTICUT TAX FREE RESERVES
December 31, 1993
Year Ended August 31, (Commencement
----------------------------------------------------------------- of Operations) to
1998 1997 1996 1995 August 31, 1994
..............................................................................................................................
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income 0.02971 0.02914 0.03135 0.03564 0.01754
Less dividends from net investment
income (0.02971) (0.02914) (0.03135) (0.03564) (0.01754)
..............................................................................................................................
Net asset value, end of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
..............................................................................................................................
Total return 3.01% 2.95% 3.18% 3.62% 1.75%**
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands) $156,552 $169,322 $116,025 $46,556 $15,949
Ratio of expenses to average net
assets(A) 0.66% 0.65% 0.42% 0.22% 0.00%*
Ratio of expenses to average net
assets after fees paid indirectly (A) 0.65% 0.65% 0.42% 0.22% 0.00%*
Ratio of net investment income to
average net assets 2.98% 2.92% 3.08% 3.60% 2.61%*

Note: If agents of the Fund had not voluntarily waived all or a portion of their fees from the Fund for the periods indicated
and the Administrator had not voluntarily assumed expenses for the periods before August 31, 1996, and the expenses were not
reduced for the fees paid indirectly for the years after August 31, 1995, the ratios and net investment income per share would
have been as follows:

Net investment income per share $0.02712 $0.02615 $0.02504 $0.02732 $0.00128
RATIOS:
Expenses to average net assets 0.91% 0.95% 1.04% 1.06% 2.42%*
Net investment income to average
net assets 2.72% 2.62% 2.46% 2.76% 0.19%*

*Annualized. **Not annualized.
(A) The expense ratios for the year ended August 31, 1996 and the periods thereafter have been adjusted to reflect a change in
reporting requirements. The new report guidelines require the Fund to increase its expense ratio by the effect of any
expense offset arrangements with its service providers. The expense ratios for the periods ended on or before August 31,
1995 have not been adjusted to reflect this change.

</TABLE>
<PAGE>

<TABLE>
Financial Highlights -- Continued

The financial highlights table is intended to help you understand the Fund's financial performance for the past 5 years. Certain
information reflects financial results for a single 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 by Deloitte & Touche LLP, whose report, along with the Fund's financial statements, is included in
the annual report which is available upon request.

<CAPTION>
CITIFUNDS NEW YORK TAX FREE RESERVES
Year Ended August 31,
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
..............................................................................................................................
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income 0.02991 0.02949 0.02936 0.03136 0.01954
Less dividends from net investment
income (0.02991) (0.02949) (0.02936) (0.03136) (0.01954)
..............................................................................................................................
Net asset value, end of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
..............................................................................................................................
Total return 3.03% 2.99% 2.98% 3.18% 1.97%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands) $1,094,732 $976,959 $941,691 $767,129 $684,687
Ratio of expenses to average net
assets 0.65% 0.65% 0.65% 0.65% 0.65%
Ratio of net investment income to
average net assets 2.99% 2.95% 2.92% 3.15% 1.96%

Note: If agents of the Fund had not voluntarily agreed to waive all or a portion of their fees for the periods indicated and the
expenses were not reduced for the fees paid indirectly for the years after August 31, 1995, the net investment income per share
and ratios would have been as follows:

Net investment income per share $0.02791 $0.02739 $0.02725 $0.02917 $0.01715
RATIOS:
Expenses to average net assets 0.85% 0.86% 0.86% 0.87% 0.88%
Net investment income to average
net assets 2.79% 2.74% 2.71% 2.93% 1.72%

</TABLE>
<PAGE>
APPENDIX

Appendix
TAXABLE EQUIVALENT YIELD TABLES

RATES FOR 1998 UNDER FEDERAL PERSONAL, STATE AND LOCAL INCOME TAX LAW FOR THE
JURISDICTIONS INDICATED

If you are subject to income tax, you need to earn a higher taxable yield to
achieve the same after-tax income, than you would if the yield were tax-
exempt. The following tables show the approximate taxable yields which are
equivalent to tax-exempt yields under 1998 federal personal income tax laws,
and under the state and local income personal income laws described in the
tables. If tax laws, rates or brackets are changed, the information in the
table would be out of date. All of the Tax Free Funds expect that a
substantial portion of their dividends will be exempt from federal personal
income taxes. California Tax Free Reserves and Connecticut Tax Free Reserves
also expect that a substantial portion of their dividends will be exempt from
California and Connecticut personal income taxes, respectively. Similarly, New
York Tax Free Reserves expects a substantial portion of the dividends it pays
will be exempt from New York State and New York City personal income taxes.
However, in reviewing the tables below, you should remember that each of the
Tax Free Funds may also pay dividends which are subject to federal, state and
local personal income taxes.

<TABLE>
FEDERAL TAX RATES
<CAPTION>
Taxable Income* Income Federal Tax-Exempt Yield
- ------------------------------------------- Tax --------------------------------------------------------------------------
Single 1998 Joint 1998 Bracket 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 6.5%
- --------------------- -------------------- ---------- ------ ------ ------ ----- ----- ----- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 - $ 25,350 $0 - $ 42,350 0.15% 2.35% 2.94% 3.53% 4.12% 4.71% 5.29% 5.88% 6.47% 7.06% 7.65%
$ 25,351 - $ 61,400 $ 42,351 - $102,300 0.28% 2.78% 3.47% 4.17% 4.88% 5.58% 6.25% 6.94% 7.64% 8.33% 9.03%
$ 61,401 - $128,100 $102,301 - $155,950 0.31% 2.90% 3.62% 4.35% 5.07% 5.80% 6.52% 7.25% 7.97% 8.70% 9.42%
$128,101 - $278,450 $155,951 - $278,450 0.36% 3.13% 3.91% 4.69% 5.47% 6.25% 7.03% 7.81% 8.59% 9.38% 10.16%
$278,451 & Over $278,451 & Over 0.396% 3.31% 4.14% 4.97% 5.79% 6.62% 7.45% 8.28% 9.11% 9.93% 10.76%

* Net amount subject to Federal personal income tax after deductions and exemptions.
</TABLE>
<PAGE>

Appendix

<TABLE>
CALIFORNIA TAX RATES

<CAPTION>
Taxable Income* Income California Tax-Exempt Yield
- ------------------------------------------- Tax --------------------------------------------------------------------------
Single 1998*** Joint 1998*** Bracket** 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 6.5%
- --------------------- -------------------- ---------- ------ ------ ------ ----- ----- ----- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 - $ 25,350 17.88% 2.44% 3.04% 3.65% 4.26% 4.87% 5.48% 6.09% 6.70% 7.31% 7.92%
$0 - $ 42,350 17.44% 2.42% 3.03% 3.63% 4.24% 4.84% 5.45% 6.06% 6.66% 7.27% 7.87%
$ 25,351 - $ 61,400 34.47% 3.05% 3.82% 4.58% 5.34% 6.10% 6.87% 7.63% 8.39% 9.16% 9.92%
$ 42,351 - $102,300 34.10% 3.03% 3.79% 4.55% 5.31% 6.07% 6.83% 7.59% 8.35% 9.10% 9.86%
$ 61,401 - $128,100 $102,301 - $155,950 37.42% 3.20% 3.99% 4.79% 5.59% 6.39% 7.19% 7.99% 8.79% 9.59% 10.39%
$128,101 - $278,450 $155,951 - $278,450 41.95% 3.45% 4.31% 5.17% 6.03% 6.89% 7.75% 8.61% 9.47% 10.34% 11.20%
$278,451 & Over $278,451 & Over 45.22% 3.65% 4.56% 5.48% 6.39% 7.30% 8.21% 9.13% 10.04% 10.95% 11.87%

* Net amount subject to Federal and California personal income tax after deductions and exemptions.
** Effective combined federal and state tax bracket.
*** State rate based on the average state rate for the federal tax bracket. Combined Federal and California rate assumes
itemization of state tax deduction.

<CAPTION>
CONNECTICUT TAX RATES

Taxable Income* Income Connecticut Tax-Exempt Yield
- ------------------------------------------- Tax --------------------------------------------------------------------------
Single 1998*** Joint 1998*** Bracket** 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 6.5%
- --------------------- -------------------- ---------- ------ ------ ------ ----- ----- ----- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 - $ 25,350 18.45% 2.45% 3.07% 3.68% 4.29% 4.90% 5.52% 6.13% 6.74% 7.36% 7.97%
$0 - $ 42,350 18.37% 2.45% 3.06% 3.68% 4.29% 4.90% 5.51% 6.13% 6.74% 7.35% 7.96%
$ 25,351 - $ 61,400 $42,351 - $102,300 31.24% 2.91% 3.64% 4.36% 5.09% 5.82% 6.54% 7.27% 8.00% 8.73% 9.45%
$ 61,401 - $128,100 $102,301 - $155,950 34.11% 3.04% 3.79% 4.55% 5.31% 6.07% 6.83% 7.59% 8.35% 9.11% 9.86%
$128,101 - $278,450 $155,951 - $278,450 38.88% 3.27% 4.09% 4.91% 5.73% 6.54% 7.36% 8.18% 9.00% 9.82% 10.63%
$278,451 & Over $278,451 & Over 42.32% 3.47% 4.33% 5.20% 6.07% 6.93% 7.80% 8.67% 9.54% 10.40% 11.27%

* Net amount subject to Federal and Connecticut personal income tax after deductions and exemptions.
** Effective combined federal and state tax bracket.
*** State rate based on the average state rate for the federal tax bracket. Combined Federal and Connecticut rate assumes
itemization of state tax deduction.
</TABLE>
<PAGE>

Appendix

<TABLE>
NEW YORK STATE TAX RATES

<CAPTION>
Taxable Income* Income New York Tax-Exempt Yield
- ------------------------------------------- Tax --------------------------------------------------------------------------
Single 1998** Joint 1998*** Bracket** 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 6.5%
- --------------------- -------------------- ---------- ------ ------ ------ ----- ----- ----- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 - $ 25,350 19.49% 2.48% 3.11% 3.73% 4.35% 4.97% 5.59% 6.21% 6.83% 7.45% 8.07%
$0 - $ 42,350 19.23% 2.48% 3.10% 3.71% 4.33% 4.95% 5.57% 6.19% 6.81% 7.43% 8.05%
$ 25,351 - $ 61,400 $42,351 - $102,300 32.93% 2.98% 3.73% 4.47% 5.22% 5.96% 6.71% 7.45% 8.20% 8.95% 9.69%
$ 61,401 - $128,100 $102,301 - $155,950 35.73% 3.11% 3.89% 4.67% 5.45% 6.22% 7.00% 7.78% 8.56% 9.34% 10.11%
$128,101 - $278,450 $155,951 - $278,450 40.38% 3.35% 4.19% 5.03% 5.87% 6.71% 7.55% 8.39% 9.23% 10.06% 10.90%
$278,451 & Over $278,451 & Over 43.74% 3.55% 4.44% 5.33% 6.22% 7.11% 8.00% 8.89% 9.78% 10.66% 11.55%

* Net amount subject to Federal and New York personal income tax after deductions and exemptions.
** Effective combined federal and state tax bracket.
*** State rate based on the average state rate for the federal tax bracket. Combined Federal and New York rate assumes
itemization of state tax deduction.

<CAPTION>
NEW YORK STATE AND CITY TAX RATES

Taxable Income* Income New York City Tax-Exempt Yield
- ------------------------------------------- Tax --------------------------------------------------------------------------
Single 1998*** Joint 1998*** Bracket** 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 6.5%
- --------------------- -------------------- ---------- ------ ------ ------ ----- ----- ----- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 - $ 25,350 22.76% 2.59% 3.24% 3.88% 4.53% 5.18% 5.83% 6.47% 7.12% 7.77% 8.42%
$0 - $ 42,350 22.47% 2.58% 3.22% 3.87% 4.51% 5.16% 5.80% 6.45% 7.09% 7.74% 8.38%
$ 25,351 - $ 61,400 36.11% 3.13% 3.91% 4.70% 5.48% 6.26% 7.04% 7.83% 8.61% 9.39% 10.17%
$42,351 - $102,300 36.11% 3.13% 3.91% 4.70% 5.48% 6.26% 7.04% 7.83% 8.61% 9.39% 10.17%
$ 61,401 - $128,100 $102,301 - $155,950 38.80% 3.27% 4.08% 4.90% 5.72% 6.54% 7.35% 8.17% 8.99% 9.80% 10.62%
$128,101 - $278,450 $155,951 - $278,450 43.24% 3.52% 4.40% 5.29% 6.17% 7.05% 7.93% 8.81% 9.69% 10.57% 11.45%
$278,451 & Over $278,451 & Over 46.43% 3.73% 4.67% 5.80% 6.53% 7.47% 8.40% 9.33% 10.27% 11.20% 12.13%

* Net amount subject to Federal and New York personal income tax after deductions and exemptions.
** Effective combined federal, state and city tax bracket.
*** State rate based on the average state rate for the federal tax bracket. City rate based on the average city rate for the
federal tax bracket. Combined Federal, New York State and New York City rate assumes itemization of state tax deduction.
</TABLE>
<PAGE>

The Statement of Additional Information (SAI) provides more
details about the Funds and their policies. The SAI is
incorporated by reference into this Prospectus and is legally
part of it.

Additional information about each Fund's investments is
available in that Fund's Annual and Semi-Annual Reports to
Shareholders. In each Fund's Annual Report, you will find a
discussion of the market conditions and investment strategies
that significantly affected that Fund's performance.

To obtain free copies of the SAI and the Annual and Semi-
Annual Reports or to make other inquiries, please call
1-800-625-4554 toll-free, or your account representative.

The SAI is also available from the Securities and Exchange
Commission. You can find it on the SEC Internet site at http:/
/www.sec.gov. Information about the Funds (including the SAI)
can also be reviewed and copied at the SEC's Public Reference
Room in Washington, DC. You can get information on the
operation of the Public Reference Room by calling the SEC at:
1-800-SEC-0330. You can receive copies of this information by
sending your request and a duplicating fee to the SEC's Public
Reference Section, Washington, DC 20549-6009.

- ------------
SEC File Numbers 811-4052
811-3893
811-4596

<PAGE>
Statement of
Additional Information
January 4, 1999
CITIFUNDS(SM) CASH RESERVES
CITIFUNDS(SM) U.S. TREASURY RESERVES
CITIFUNDS(SM) TAX FREE RESERVES
CITIFUNDS(SM) CALIFORNIA TAX FREE RESERVES
CITIFUNDS(SM) CONNECTICUT TAX FREE RESERVES
CITIFUNDS(SM) NEW YORK TAX FREE RESERVES

This Statement of Additional Information sets forth information which may
be of interest to investors but which is not necessarily included in the
Prospectus, dated January 4, 1999, for CitiFunds(SM) Cash Reserves ("Cash
Reserves"), CitiFunds(SM) U.S. Treasury Reserves ("U.S. Treasury Reserves"),
CitiFunds(SM) Tax Free Reserves ("Tax Free Reserves"), CitiFunds(SM) California
Tax Free Reserves ("California Tax Free Reserves"), CitiFunds(SM) Connecticut
Tax Free Reserves ("Connecticut Tax Free Reserves") and CitiFunds (SM) New York
Tax Free Reserves ("New York Tax Free Reserves") (the foregoing, collectively,
the "Funds"). This Statement of Additional Information should be read in
conjunction with the Prospectus, a copy of which may be obtained by an investor
without charge by contacting the Funds' Distributor (see back cover for address
and phone number).

Cash Reserves and U.S. Treasury Reserves are separate series of CitiFunds
(SM) Trust III. California Tax Free Reserves, Connecticut Tax Free Reserves and
New York Tax Free Reserves are separate series of CitiFunds(SM) Multi- State Tax
Free Trust. The address and telephone number of CitiFunds Trust III, CitiFunds
Multi-State Tax Free Trust and Tax Free Reserves (collectively, the "Trusts")
are 21 Milk Street, Boston, Massachusetts 02109, (617) 423-1679.

CitiFunds Trust III invests all of the investable assets of Cash Reserves
and U.S. Treasury Reserves in Cash Reserves Portfolio and U.S. Treasury Reserves
Portfolio, respectively. Tax Free Reserves invests all of its investable assets
in Tax Free Reserves Portfolio (collectively, with Cash Reserves Portfolio and
U.S. Treasury Reserves Portfolio, the "Portfolios"). The address and telephone
number of Cash Reserves Portfolio are Elizabethan Square, George Town, Grand
Cayman, British West Indies, (345) 945-1824. The address and telephone number of
U.S. Treasury Reserves Portfolio and Tax Free Reserves Portfolio are 21 Milk
Street, Boston, Massachusetts 02109, (617) 423-1679.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, CITIBANK, N.A. OR ANY OF ITS AFFILIATES, ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY, AND INVOLVE INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

TABLE OF CONTENTS PAGE
- ----------------- ----

1. The Funds ............................................................ 2
2. Investment Objectives, Policies and Restrictions ..................... 3
3. Performance Information .............................................. 25
4. Determination of Net Asset Value .................................... 27
5. Management ........................................................... 29
6. Additional Information on the Purchase and Sale of Cash Reserves
Shares ............................................................... 38
7. Portfolio Transactions .............................................. 40
8. Description of Shares, Voting Rights and Liabilities ................. 41
9. Certain Additional Tax Matters ....................................... 43
10. Independent Accountants and Financial Statements ..................... 43
Appendix A -- Ratings of Municipal Obligations .......................... A-1
Appendix B -- Additional Information Concerning California Municipal
Obligations ........................................................... B-1
Appendix C -- Additional Information Concerning Connecticut Municipal
Obligations ........................................................... C-1
Appendix D -- Additional Information Concerning New York Municipal
Obligations ........................................................... D-1

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
<PAGE>

1. THE FUNDS

CitiFunds Trust III is a diversified, open-end management investment
company which was organized as a business trust under the laws of the
Commonwealth of Massachusetts on June 28, 1985 and is the successor to the
business of The Landmark Funds Cash Reserves, Inc., which was incorporated under
the laws of the State of Maryland in 1984. Shares of CitiFunds Trust III are
divided into two separate series, Cash Reserves and U.S. Treasury Reserves.
Prior to January 2, 1998, CitiFunds Trust III was called Landmark Funds III, and
Cash Reserves and U.S. Treasury Reserves were called Landmark Cash Reserves and
Landmark U.S. Treasury Reserves, respectively.

Tax Free Reserves is a no-load, non-diversified, open-end management
investment company which was organized as a business trust under the laws of the
Commonwealth of Massachusetts on June 21, 1985 and is the successor to the
business of The Landmark Funds Tax Free Reserves, Inc., which was incorporated
under the laws of the State of Maryland in 1983. Prior to January 2, 1998, Tax
Free Reserves was called Landmark Tax Free Reserves.

CitiFunds Multi-State Tax Free Trust is a no-load, non-diversified,
open-end management investment company which was organized as a business trust
under the laws of the Commonwealth of Massachusetts on August 30, 1985. Shares
of CitiFunds Multi-State Tax Free Trust are divided into three separate series,
California Tax Free Reserves, Connecticut Tax Free Reserves and New York Tax
Free Reserves. Prior to January 2, 1998 CitiFunds Multi-State Tax Free Trust was
called Landmark Multi-State Tax Free Funds, and California Tax Free Reserves,
Connecticut Tax Free Reserves and New York Tax Free Reserves were called
Landmark California Tax Free Reserves, Landmark Connecticut Tax Free Reserves
and Landmark New York Tax Free Reserves, respectively.

All references in this Statement of Additional Information to the activities
of the Trusts are intended to include those of the Trusts and their respective
predecessors, if any, unless the context indicates otherwise. References in this
Statement of Additional Information to the Prospectus are to the Prospectus,
dated January 4, 1999, of the Funds by which shares of the Funds are offered.

Each of the Funds is a type of mutual fund called a "money market fund." Tax
Free Reserves is referred to as a "tax-exempt money market fund." Each of
California Tax Free Reserves and Connecticut Tax Free Reserves is a type of fund
commonly referred to as a "double tax-exempt money market fund," and New York
Tax Free Reserves is a type of fund commonly referred to as a "triple tax-exempt
money market fund." The net asset value of each Fund's shares is expected to
remain constant at $1.00, although there can be no assurance that this will be
so on a continuing basis. (See "Determination of Net Asset Value.")

Each of Tax Free Reserves, California Tax Free Reserves, Connecticut Tax
Free Reserves and New York Tax Free Reserves is referred to as a "Tax Free
Fund." Each Tax Free Fund is non-diversified.

CitiFunds Trust III seeks the investment objectives of Cash Reserves and
U.S. Treasury Reserves by investing all of their investable assets in Cash
Reserves Portfolio and U.S. Treasury Reserves Portfolio, respectively. Tax Free
Reserves seeks its investment objectives by investing all of its investable
assets in Tax Free Reserves Portfolio. Each of Cash Reserves Portfolio and U.S.
Treasury Reserves Portfolio is a diversified, open-end management investment
company. Tax Free Reserves Portfolio is a non-diversified, open-end management
investment company. Each Portfolio has the same investment objectives and
policies as its corresponding Fund.

The Trustees of CitiFunds Trust III and Tax Free Reserves believe that the
aggregate per share expenses of Cash Reserves, U.S. Treasury Reserves and Tax
Free Reserves and their corresponding Portfolios will be less than or
approximately equal to the expenses that the Fund would incur if the assets of
the Fund were invested directly in the types of securities held by its
Portfolio. Each Fund many withdraw its investment in its Portfolio at any time,
and will do so if the Fund's Trustees believe it to be in the best interest of
the Fund's shareholders. If a Fund were to withdraw its investment in its
Portfolio, the Fund could either invest directly in securities in accordance
with the investment policies described below or invest in another mutual fund or
pooled investment vehicle having the same investment objectives and policies. If
a Fund were to withdraw, the Fund could receive securities from the Portfolio
instead of cash, causing the Fund to incur brokerage, tax and other charges or
leaving it with securities which may or may not be readily marketable or widely
diversified.

Each Portfolio may change its investment objective and certain of its
investment policies and restrictions without approval by its investors, but a
Portfolio will notify its corresponding Fund (which in turn will notify its
shareholders) and its other investors at least 30 days before implementing any
change in its investment objective. A change in investment objective, policies
or restrictions may cause a Fund to withdraw its investment in its Portfolio.

The Portfolios, as New York trusts, are not required to hold and have no
intention of holding annual meetings of investors. However, when a Portfolio is
required to do so by law, or in the judgment of Trustees it is necessary or
desirable to do so, the Portfolio will submit matters to its investors for a
vote. When a Fund is asked to vote on matters concerning its corresponding
Portfolio (other than a vote to continue the Portfolio following the withdrawal
of an investor), the Fund will hold a shareholder meeting and vote in accordance
with shareholder instructions, or otherwise act in accordance with applicable
law. Of course, the Fund could be outvoted, or otherwise adversely affected, by
other investors in the Portfolio.

The Portfolios may sell interests to investors in addition to the Funds.
These investors may be mutual funds which offer shares to their shareholders
with different costs and expenses than the Funds. Therefore, the investment
returns for all investors in funds investing in a Portfolio may not be the same.
These differences in returns are also present in other mutual fund structures.

Information about other holders of interests in the Portfolios is available
from the Funds' distributor, CFBDS, Inc. ("CFBDS"), 21 Milk Street, Boston,
Massachusetts 02109, (617) 423-1679.

Citibank, N.A. ("Citibank" or the "Adviser") is the investment adviser to
each of the Portfolios and to CitiFunds Multi-State Tax Free Trust. The Adviser
manages the investments of each Portfolio, California Tax Free Reserves,
Connecticut Tax Free Reserves and New York Tax Free Reserves from day to day in
accordance with the investment objectives and policies of that Portfolio or
Fund. The selection of investments for each Portfolio and Fund, and the way they
are managed, depend on the conditions and trends in the economy and the
financial marketplaces.

CFBDS, the Funds' administrator (the "Administrator"), supervises the
overall administration of the Trusts, U.S. Treasury Reserves Portfolio and Tax
Free Reserves Portfolio. Signature Financial Group (Cayman) Ltd. ("SFG")
supervises the overall administration of Cash Reserves Portfolio. The Boards
of Trustees of the Trusts and the Portfolios provide broad supervision over
the affairs of the Trusts and of the Portfolios, respectively.

Shares of each Fund are continuously sold by CFBDS, the Funds' distributor
(the "Distributor"), only to investors who are customers of a financial
institution, such as a federal or state-chartered bank, trust company, savings
and loan association or savings bank, or a securities broker, that has entered
into a shareholder servicing agreement with the appropriate Trust with respect
to that Fund (collectively, "Shareholder Servicing Agents"). CFBDS may receive
fees from the Funds pursuant to Distribution Plans adopted in accordance with
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act").

2. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
INVESTMENT OBJECTIVES
The investment objective of CASH RESERVES is to provide shareholders with
liquidity and as high a level of current income as is consistent with
preservation of capital.

The investment objective of U.S. TREASURY RESERVES is to provide its
shareholders with liquidity and as high a level of current income from U.S.
government obligations as is consistent with the preservation of capital.

The investment objectives of TAX FREE RESERVES are to provide its
shareholders with high levels of current income exempt from federal income
taxes, preservation of capital and liquidity.

The investment objectives of CALIFORNIA TAX FREE RESERVES are to provide
shareholders with high levels of current income exempt from both federal and
California personal income taxes, preservation of capital and liquidity.

The investment objectives of CONNECTICUT TAX FREE RESERVES are to provide
its shareholders with high levels of current income exempt from both federal and
Connecticut personal income taxes, preservation of capital and liquidity.

The investment objectives of NEW YORK TAX FREE RESERVES are to provide its
shareholders with high levels of current income exempt from federal, New York
State and New York City personal income taxes, preservation of capital and
liquidity.

The investment objectives of each Fund may be changed without approval by
that Fund's shareholders. Of course, there can be no assurance that any Fund
will achieve its investment objectives.

INVESTMENT POLICIES

CitiFunds Trust III seeks the investment objectives of its series by
investing all of the investable assets of Cash Reserves and U.S. Treasury
Reserves in Cash Reserves Portfolio and U.S. Treasury Reserves Portfolio,
respectively. Tax Free Reserves seeks its investment objectives by investing all
of its investable assets in Tax Free Reserves Portfolio. Each Portfolio has the
same investment objectives and policies as its corresponding Fund. The
Prospectus contains a discussion of the principal investment strategies of each
Fund and certain risks of investing in each Fund. The following supplements the
information contained in the Prospectus concerning the investment objectives,
policies and techniques of each Fund and Portfolio, and contains more
information about the various types of securities in which each Fund and each
Portfolio may invest and the risks involved in such investments. Since the
investment characteristics of Cash Reserves, U.S. Treasury Reserves and Tax Free
Reserves will correspond directly to those of the Portfolio in which it invests,
the following is a supplementary discussion with respect to each Portfolio.

Each of Cash Reserves, U.S. Treasury Reserves and Tax Free Reserves may
withdraw its investment from its corresponding Portfolio at any time, if the
Board of Trustees of the applicable Trust determines that it is in the best
interests of the Fund to do so. Upon any such withdrawal, a Fund's assets would
be invested in accordance with the investment policies described below with
respect to its corresponding Portfolio. Except for the concentration policy of
Cash Reserves with respect to bank obligations described in paragraph (1) below
and for the policy of each of the Tax Free Funds with respect to investing in
municipal obligations described below, which may not be changed without the
approval of Cash Reserves' or the applicable Tax Free Fund's shareholders, the
approval of a Fund's shareholders would not be required to change that Fund's
investment objectives or any of its investment policies. Likewise, except for
the concentration policy of Cash Reserves Portfolio with respect to bank
obligations described in paragraph (1) below and for the policy of Tax Free
Reserves Portfolio with respect to investing in municipal obligations described
below, which may not be changed without the approval of Cash Reserves
Portfolio's or Tax Free Reserves Portfolio's investors, as applicable, the
approval of the investors in a Portfolio would not be required to change that
Portfolio's investment objectives or any of its investment policies discussed
below, including those concerning securities transactions. Each Portfolio would,
however, give written notice to its investors at least 30 days prior to
implementing any change in its investment objectives.

CASH RESERVES PORTFOLIO

Cash Reserves Portfolio seeks its investment objective through investments
limited to the following types of high quality U.S. dollar-denominated money
market instruments. All investments by Cash Reserves Portfolio mature or are
deemed to mature within 397 days from the date of acquisition, and the average
maturity of the investments held by the Portfolio (on a dollar-weighted basis)
is 90 days or less. All investments by the Portfolio are in "first tier"
securities (i.e., securities rated in the highest rating category for short-term
obligations by at least two nationally recognized statistical rating
organizations (each, an "NRSRO") assigning a rating to the security or issuer
or, if only one NRSRO assigns a rating, that NRSRO or, in the case of an
investment which is not rated, of comparable quality as determined by the
Adviser) and are determined by the Adviser to present minimal credit risks.
Investments in high quality, short term instruments may, in many circumstances,
result in a lower yield than would be available from investments in instruments
with a lower quality or a longer term. Cash Reserves Portfolio may hold
uninvested cash reserves pending investment. Under the 1940 Act, Cash Reserves
and Cash Reserves Portfolio are each classified as "diversified," although in
the case of Cash Reserves, all of its investable assets are invested in the
Portfolio. A "diversified investment company" must invest at least 75% of its
assets in cash and cash items, U.S. government securities, investment company
securities (e.g., interests in the Portfolio) and other securities limited as to
any one issuer to not more than 5% of the total assets of the investment company
and not more than 10% of the voting securities of the issuer.

(1) Bank obligations -- Cash Reserves Portfolio invests at least 25% of
its investable assets, and may invest up to 100% of its assets, in bank
obligations. This concentration policy is fundamental and may not be changed
without the approval of the investors in Cash Reserves Portfolio. Bank
obligations include, but are not limited to, negotiable certificates of
deposit, bankers' acceptances and fixed time deposits. Cash Reserves
Portfolio limits its investments in U.S. bank obligations (including their
non-U.S. branches) to banks having total assets in excess of $1 billion and
which are subject to regulation by an agency of the U.S. government. The
Portfolio may also invest in certificates of deposit issued by banks the
deposits in which are insured by the Federal Deposit Insurance Corporation
("FDIC"), through either the Bank Insurance Fund or the Savings Association
Insurance Fund, having total assets of less than $1 billion, provided that
the Portfolio at no time owns more than $100,000 principal amount of
certificates of deposit (or any higher principal amount which in the future
may be fully insured by FDIC insurance) of any one of those issuers. Fixed
time deposits are obligations which are payable at a stated maturity date
and bear a fixed rate of interest. Generally, fixed time deposits may be
withdrawn on demand by the Portfolio, but they may be subject to early
withdrawal penalties which vary depending upon market conditions and the
remaining maturity of the obligation. Although fixed time deposits do not
have a market, there are no contractual restrictions on the Portfolio's
right to transfer a beneficial interest in the deposit to a third party.

U.S. banks organized under federal law are supervised and examined by
the Comptroller of the Currency and are required to be members of the
Federal Reserve System and to be insured by the FDIC. U.S. banks organized
under state law are supervised and examined by state banking authorities
and are members of the Federal Reserve System only if they elect to join.
However, state banks which are insured by the FDIC are subject to federal
examination and to a substantial body of federal law and regulation. As a
result of federal and state laws and regulations, U.S. branches of U.S.
banks, among other things, are generally required to maintain specified
levels of reserves, and are subject to other supervision and regulation
designed to promote financial soundness.

Cash Reserves Portfolio limits its investments in non-U.S. bank
obligations (i.e., obligations of non-U.S. branches and subsidiaries of
U.S. banks, and U.S. and non-U.S. branches of non-U.S. banks) to U.S.
dollar-denominated obligations of banks which at the time of investment
are branches or subsidiaries of U.S. banks which meet the criteria in the
preceding paragraphs or are branches of non-U.S. banks which (i) have more
than $10 billion, or the equivalent in other currencies, in total assets;
(ii) in terms of assets are among the 75 largest non-U.S. banks in the
world; (iii) have branches or agencies in the United States; and (iv) in
the opinion of the Adviser, are of an investment quality comparable with
obligations of U.S. banks which may be purchased by the Portfolio. These
obligations may be general obligations of the parent bank, in addition to
the issuing branch or subsidiary, but the parent bank's obligations may be
limited by the terms of the specific obligation or by governmental
regulation. The Portfolio also limits its investments in non-U.S. bank
obligations to banks, branches and subsidiaries located in Western Europe
(United Kingdom, France, Germany, Belgium, the Netherlands, Italy,
Switzerland, Denmark, Norway, Sweden), Australia, Japan, the Cayman
Islands, the Bahamas and Canada. Cash Reserves Portfolio does not purchase
any bank obligation of the Adviser or an affiliate of the Adviser.

Since Cash Reserves Portfolio may hold obligations of non-U.S.
branches and subsidiaries of U.S. banks, and U.S. and non-U.S. branches of
non-U.S. banks, an investment in Cash Reserves involves certain additional
risks. Such investment risks include future political and economic
developments, the possible imposition of non-U.S. withholding taxes on
interest income payable on such obligations held by the Portfolio, the
possible seizure or nationalization of non-U.S. deposits and the possible
establishment of exchange controls or other non-U.S. governmental laws or
restrictions applicable to the payment of the principal of and interest on
certificates of deposit or time deposits that might affect adversely such
payment on such obligations held by the Portfolio. In addition, there may
be less publicly-available information about a non-U.S. branch or
subsidiary of a U.S. bank or a U.S. or non-U.S. branch of a non-U.S. bank
than about a U.S. bank and such branches and subsidiaries may not be
subject to the same or similar regulatory requirements that apply to U.S.
banks, such as mandatory reserve requirements, loan limitations and
accounting, auditing and financial record-keeping standards and
requirements.

The provisions of federal law governing the establishment and
operation of U.S. branches do not apply to non-U.S. branches of U.S.
banks. However, Cash Reserves Portfolio may purchase obligations only of
those non-U.S. branches of U.S. banks which were established with the
approval of the Board of Governors of the Federal Reserve System (the
"Board of Governors"). As a result of such approval, these branches are
subject to examination by the Board of Governors and the Comptroller of
the Currency. In addition, such non-U.S. branches of U.S. banks are
subject to the supervision of the U.S. bank and creditors of the non-U.S.
branch are considered general creditors of the U.S. bank subject to
whatever defenses may be available under the governing non-U.S. law and to
the terms of the specific obligation. Nonetheless, Cash Reserves Portfolio
generally will be subject to whatever risk may exist that the non-U.S.
country may impose restrictions on payment of certificates of deposit or
time deposits.

U.S. branches of non-U.S. banks are subject to the laws of the state
in which the branch is located or to the laws of the United States. Such
branches are therefore subject to many of the regulations, including
reserve requirements, to which U.S. banks are subject. In addition, Cash
Reserves Portfolio may purchase obligations only of those U.S. branches of
non-U.S. banks which are located in states which impose the additional
requirement that the branch pledge to a designated bank within the state
an amount of its assets equal to 5% of its total liabilities.

Non-U.S. banks in whose obligations Cash Reserves Portfolio may invest
may not be subject to the laws and regulations referred to in the
preceding two paragraphs.

(2) Obligations of, or guaranteed by, non-U.S. governments. Cash
Reserves Portfolio limits its investments in non-U.S. government obligations
to obligations issued or guaranteed by the governments of Western Europe
(United Kingdom, France, Germany, Belgium, the Netherlands, Italy,
Switzerland, Denmark, Norway, Sweden), Australia, Japan and Canada.
Generally, such obligations may be subject to the additional risks described
in paragraph (1) above in connection with the purchase of non- U.S. bank
obligations.

(3) Commercial paper rated Prime-1 by Moody's Investors Service, Inc.
("Moody's") or A-1 by Standard & Poor's Ratings Group ("Standard & Poor's")
or, if not rated, determined to be of comparable quality by the Adviser,
such as unrated commercial paper issued by corporations having an
outstanding unsecured debt issue currently rated Aaa by Moody's or AAA by
Standard & Poor's. Commercial paper is unsecured debt of corporations
usually maturing in 270 days or less from its date of issuance.

(4) Obligations of, or guaranteed by, the U.S. government, its agencies
or instrumentalities. These include issues of the U.S. Treasury, such as
bills, certificates of indebtedness, notes, bonds and Treasury Receipts,
which are unmatured interest coupons of U.S. Treasury bonds and notes which
have been separated and resold in a custodial receipt program administered
by the U.S. Treasury, and issues of agencies and instrumentalities
established under the authority of an Act of Congress. Some of the latter
category of obligations are supported by the full faith and credit of the
United States, others are supported by the right of the issuer to borrow
from the U.S. Treasury, and still others are supported only by the credit of
the agency or instrumentality. Examples of each of the three types of
obligations described in the preceding sentence are (i) obligations
guaranteed by the Export-Import Bank of the United States, (ii) obligations
of the Federal Home Loan Mortgage Corporation, and (iii) obligations of the
Student Loan Marketing Association, respectively.

(5) Repurchase agreements, providing for resale within 397 days or less,
covering obligations of, or guaranteed by, the U.S. government, its agencies
or instrumentalities which may have maturities in excess of 397 days. A
repurchase agreement arises when a buyer purchases an obligation and
simultaneously agrees with the vendor to resell the obligation to the vendor
at an agreed-upon price and time, which is usually not more than seven days
from the date of purchase. The resale price of a repurchase agreement is
greater than the purchase price, reflecting an agreed-upon market rate which
is effective for the period of time the buyer's funds are invested in the
obligation and which is not related to the coupon rate on the purchased
obligation. Obligations serving as collateral for each repurchase agreement
are delivered to the Portfolio's custodian either physically or in book
entry form and the collateral is marked to the market daily to ensure that
each repurchase agreement is fully collateralized at all times. A buyer of a
repurchase agreement runs a risk of loss if, at the time of default by the
issuer, the value of the collateral securing the agreement is less than the
price paid for the repurchase agreement. If the vendor of a repurchase
agreement becomes bankrupt, Cash Reserves Portfolio might be delayed, or may
incur costs or possible losses of principal and income, in selling the
collateral. The Portfolio may enter into repurchase agreements only with a
vendor which is a member bank of the Federal Reserve System or which is a
"primary dealer" (as designated by the Federal Reserve Bank of New York) in
U.S. government obligations. The Portfolio will not enter into any
repurchase agreements with the Adviser or an affiliate of the Adviser. The
restrictions and procedures described above which govern the Portfolio's
investment in repurchase agreements are designed to minimize the Portfolio's
risk of losses in making those investments. (See "Repurchase Agreements.")

(6) Asset-backed securities, which may include securities such as
Certificates for Automobile Receivables ("CARS") and Credit Card Receivable
Securities ("CARDS"), as well as other asset-backed securities that may be
developed in the future. CARS represent fractional interests in pools of car
installment loans, and CARDS represent fractional interests in pools of
revolving credit card receivables. The rate of return on asset-backed
securities may be affected by early prepayment of principal on the
underlying loans or receivables. Prepayment rates vary widely and may be
affected by changes in market interest rates. It is not possible to
accurately predict the average life of a particular pool of loans or
receivables. Reinvestment of principal may occur at higher or lower rates
than the original yield. Therefore, the actual maturity and realized yield
on asset-backed securities will vary based upon the prepayment experience of
the underlying pool of loans or receivables. (See "Asset-Backed
Securities.")

Cash Reserves Portfolio does not purchase securities which the Portfolio
believes, at the time of purchase, will be subject to exchange controls or
non-U.S. withholding taxes; however, there can be no assurance that such laws
may not become applicable to certain of the Portfolio's investments. In the
event exchange controls or non-U.S. withholding taxes are imposed with respect
to any of the Portfolio's investments, the effect may be to reduce the income
received by the Portfolio on such investments or to prevent the Portfolio from
receiving any value in U.S. dollars from its investment in non-U.S.
securities.

ASSET-BACKED SECURITIES

As set forth above, Cash Reserves Portfolio may purchase asset-backed
securities that represent fractional interests in pools of retail installment
loans, both secured (such as CARS) and unsecured, or leases or revolving credit
receivables, both secured and unsecured (such as CARDS). These assets are
generally held by a trust and payments of principal and interest or interest
only are passed through monthly or quarterly to certificate holders and may be
guaranteed up to certain amounts by letters of credit issued by a financial
institution affiliated or unaffiliated with the trustee or originator of the
trust.

Underlying automobile sales contracts, leases or credit card receivables are
subject to prepayment, which may reduce the overall return to certificate
holders. Nevertheless, principal repayment rates tend not to vary much with
interest rates and the short-term nature of the underlying loans, leases or
receivables tends to dampen the impact of any change in the prepayment level.
Reinvestment of principal may occur at higher or lower rates than the original
yield. Certificate holders may also experience delays in payment on the
certificates if the full amounts due on underlying loans, leases or receivables
are not realized by the Portfolio because of unanticipated legal or
administrative costs of enforcing the contracts or because of depreciation or
damage to the collateral (usually automobiles) securing certain contracts, or
other factors. If consistent with its investment objectives and policies, Cash
Reserves Portfolio may invest in other asset-backed securities that may be
developed in the future.

U.S. TREASURY RESERVES PORTFOLIO

U.S. Treasury Reserves Portfolio seeks its investment objective by investing
in obligations of, or guaranteed by, the U.S. government, its agencies or
instrumentalities including issues of the U.S. Treasury, such as bills,
certificates of indebtedness, notes, bonds and Treasury Receipts, which are
unmatured interest coupons of U.S. Treasury bonds and notes which have been
separated and resold in a custodial receipt program administered by the U.S.
Treasury, and in issues of agencies and instrumentalities established under the
authority of an Act of Congress which are supported by the full faith and credit
of the United States. U.S. Treasury Reserves Portfolio will not enter into
repurchase agreements. All investments by the Portfolio are in "first tier"
securities (i.e., securities rated in the highest rating category for short-term
obligations by at least two NRSRO's assigning a rating to the security or issuer
or, if only one NRSRO assigns a rating, that NRSRO or, in the case of an
investment which is not rated, of comparable quality as determined by the
Adviser) and are determined by the Adviser to present minimal credit risks.
Investments in high quality, short term instruments may, in many circumstances,
result in a lower yield than would be available from investments in instruments
with a lower quality or a longer term. U.S. Treasury Reserves Portfolio may hold
uninvested cash reserves pending investment.

THE TAX FREE FUNDS

TAX FREE RESERVES PORTFOLIO
Tax Free Reserves Portfolio seeks its investment objectives by investing
primarily in short-term, high quality fixed rate and variable rate obligations
issued by or on behalf of states and municipal governments, and their
authorities, agencies, instrumentalities and political subdivisions and other
qualifying issuers, the interest on which is exempt from federal income taxes,
including participation interests in such obligations issued by banks, insurance
companies or other financial institutions. (These securities, whether or not the
interest thereon is subject to the federal alternative minimum tax, are referred
to herein as "Municipal Obligations.") In determining the tax status of interest
on Municipal Obligations, the Adviser relies on opinions of bond counsel who may
be counsel to the issuer. Although the Portfolio will attempt to invest 100% of
its assets in Municipal Obligations, the Portfolio reserves the right to invest
up to 20% of its total assets in securities the interest income on which is
subject to federal, state and local income tax or the federal alternative
minimum tax. The Portfolio invests more than 25% of its assets in participation
certificates issued by banks in industrial development bonds and other Municipal
Obligations. In view of this "concentration" in bank participation certificates,
an investment in Tax Free Reserves shares should be made with an understanding
of the characteristics of the banking industry and the risks which such an
investment may entail. (See "Variable Rate Instruments and Participation
Interests" below.) Tax Free Reserves Portfolio may hold uninvested cash reserves
pending investment. Tax Free Reserves Portfolio's investments may include "when-
issued" or "forward delivery" Municipal Obligations, stand-by commitments and
taxable repurchase agreements.

Tax Free Reserves Portfolio may invest 25% or more of its assets in
securities that are related in such a way that an economic, business or
political development or change affecting one of the securities would also
affect the other securities including, for example, securities the interest upon
which is paid from revenues of similar type projects, or securities the issuers
of which are located in the same state.

All investments by Tax Free Reserves Portfolio mature or are deemed to
mature within 397 days from the date of acquisition and the average maturity of
the Portfolio's securities (on a dollar-weighted basis) is 90 days or less. The
maturities of variable rate instruments held by Tax Free Reserves Portfolio are
deemed to be the longer of the notice period, or the period remaining until the
next interest rate adjustment, although the stated maturities may be in excess
of 397 days. (See "Variable Rate Instruments and Participation Interests"
below.) All investments by Tax Free Reserves Portfolio are "eligible
securities," that is, rated in one of the two highest rating categories for
short-term obligations by at least two NRSRO's assigning a rating to the
security or issuer or, if only one NRSRO assigns a rating, that NRSRO, or, in
the case of an investment which is not rated, of comparable quality as
determined by or on behalf of Tax Free Reserves Portfolio's Board of Trustees on
the basis of its credit evaluation of the obligor or of the bank issuing a
participation interest, letter of credit or guarantee, or insurance issued in
support of the Municipal Obligations or participation interests. (See "Variable
Rate Instruments and Participation Interests" below.) Such instruments may
produce a lower yield than would be available from less highly rated
instruments. Tax Free Reserves Portfolio's Board of Trustees has determined that
Municipal Obligations which are backed by the full faith and credit of the U.S.
government are considered to have a rating equivalent to Moody's Aaa. (See
"Ratings of Municipal Obligations" in Appendix A to this Statement of Additional
Information.)

The Portfolio's fundamental policy to invest at least 80% of its assets,
under normal circumstances, in certain Municipal Obligations is described below
in "Municipal Obligations."

CALIFORNIA TAX FREE RESERVES, CONNECTICUT TAX FREE RESERVES AND NEW YORK TAX
FREE RESERVES

Each of California Tax Free Reserves, Connecticut Tax Free Reserves and New
York Tax Free Reserves seeks its investment objectives by investing primarily in
short- term, high quality Municipal Obligations (as defined above). Each Fund's
fundamental policy to invest at least 80% of its assets, under normal
circumstances, in certain Municipal Obligations is described below in "Municipal
Obligations."

CitiFunds Multi-State Tax Free Trust's Board of Trustees has determined that
the term "high quality" means Municipal Obligations which at the time of
purchase are rated within the AAA or AA categories by Standard & Poor's or Fitch
IBCA, Inc. ("Fitch") or within the Aaa or Aa categories by Moody's in the case
of bonds; MIG 1/VMIG 1 or MIG 2/VMIG 2 by Moody's, SP-1+, SP-1 or SP-2 by
Standard & Poor's or F-1 or F-2 by Fitch in the case of notes; A-1+, A-1 or A-2
by Standard & Poor's or Prime-1, Prime-2 by Moody's or F-1 or F-2 by Fitch, in
the case of tax-exempt commercial paper; or which are unrated but are determined
to be of comparable quality by or on behalf of the Trust's Board of Trustees on
the basis of a credit evaluation of the obligor or of the bank issuing a
participation interest, letter of credit or guarantee, or insurance policy
issued in support of the Municipal Obligations or participation interests. (See
"Variable Rate Instruments and Participation Interests" below.) Such instruments
may produce a lower yield than would be available from less highly rated
instruments. The Trust's Board of Trustees has determined that Municipal
Obligations which are backed by the full faith and credit of the U.S. government
will be considered to have a rating equivalent to Moody's Aaa. (See Appendix A
to this Statement of Additional Information for an explanation of these rating
systems.)

In the case of California Tax Free Reserves, in general, dividends paid by
the Fund which are attributable to interest income on tax-exempt obligations of
the State of California and its political subdivisions, of Puerto Rico, other
U.S. territories and their political subdivisions and of other qualifying
issuers ("California Municipal Obligations"), will be exempt from federal and
California personal income taxes. For Connecticut Tax Free Reserves, dividends
paid by the Fund which are treated as exempt-interest dividends for federal
income tax purposes, to the extent derived from interest income on tax-exempt
obligations issued by or on behalf of the State of Connecticut, its political
subdivisions, or public instrumentalities, state or local authorities, districts
or similar public entities created under Connecticut law, obligations of Puerto
Rico, other U.S. territories and their political subdivisions and obligations of
other qualifying issuers ("Connecticut Municipal Obligations"), will be exempt
from federal and Connecticut personal income taxes. In the case of New York Tax
Free Reserves, dividends paid by the Fund which are attributable to interest
income on tax-exempt obligations of the State of New York and its political
subdivisions, of Puerto Rico, other U.S. territories and their political
subdivisions and of other qualifying issuers ("New York Municipal Obligations"),
will be exempt from federal, New York State and New York City personal income
taxes. These Funds may purchase Municipal Obligations issued by other states,
their agencies and instrumentalities the interest income on which will be exempt
from federal income tax but will be subject to California, Connecticut or New
York State and New York City personal income taxes, as the case may be.

In order for California Tax Free Reserves to pay dividends that are exempt
from federal tax and California personal income tax, the Fund must continue to
qualify as a "regulated investment company" for federal income tax purposes. In
addition, in order for California Tax Free Reserves to be eligible to pay
dividends that are exempt from California personal income tax, at the end of
each quarter of its taxable year at least 50% of the Fund's total assets must be
invested in obligations, the interest on which is exempt from California
taxation when received by an individual ("California Exempt-Interest
Securities").

In determining the tax status of interest on Municipal Obligations, the
Adviser relies on opinions of bond counsel who may be counsel to the issuer.

Under normal circumstances, California Tax Free Reserves, Connecticut Tax
Free Reserves and New York Tax Free Reserves invest at least 65% of their assets
in California Municipal Obligations, Connecticut Municipal Obligations and New
York Municipal Obligations, respectively, although the exact amount of a Fund's
assets invested in such securities varies from time to time. Although these
Funds attempt to invest 100% of their assets in Municipal Obligations, each Fund
may invest up to 20% of its total assets in securities the interest income on
which is subject to federal, state and local income tax or the federal
alternative minimum tax. Each Fund may invest more than 25% of its assets in
participation interests issued by banks in industrial development bonds and
other Municipal Obligations. In view of this possible "concentration" in bank
participation interests, an investment in these Funds should be made with an
understanding of the characteristics of the banking industry and the risks which
such an investment may entail. (See "Variable Rate Instruments and Participation
Interests" below.) Uninvested cash reserves may be held temporarily for the
Funds pending investment. The Funds' investments may include "when-issued" and
"forward delivery" Municipal Obligations, stand-by commitments and taxable
repurchase agreements.

All of California Tax Free Reserves', Connecticut Tax Free Reserves' and New
York Tax Free Reserves' investments mature or are deemed to mature within 397
days from the date of acquisition and the average maturity of the investments in
the Funds' respective portfolios (on a dollar-weighted basis) is 90 days or
less. The maturities of variable rate instruments held in such Funds' portfolios
are deemed to be the longer of the period remaining until the next interest rate
adjustment or the period until a Fund would be entitled to payment pursuant to
demand rights, a letter of credit, guarantee or insurance policy or a right to
tender or put the instrument, although the stated maturities may be in excess of
397 days. (See "Variable Rate Instruments and Participation Interests" below.)

As non-diversified investment companies, California Tax Free Reserves,
Connecticut Tax Free Reserves and New York Tax Free Reserves are not subject to
any statutory restrictions under the 1940 Act with respect to limiting the
investment of their assets in one or relatively few issuers. This concentration
may present greater risks than in the case of a diversified company. However,
each Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). In
order so to qualify under current law, at the close of each quarter of a Fund's
taxable year, at least 50% of the value of the Fund's total assets must be
represented by cash, U.S. government securities, investment company securities
and other securities limited in respect of any one issuer (or related issuers)
to not more than 5% in value of the total assets of the Fund and not more than
10% of the outstanding voting securities of such issuer. In addition, and again
under current law, at the close of each quarter of its taxable year, not more
than 25% in value of the Fund's total assets may be invested in securities,
other than U.S. government securities, of one issuer (or related issuers).

Each Fund may invest 25% or more of its assets in securities that are
related in such a way that an economic, business or political development or
change affecting one of the securities would also affect the other securities
including, for example, securities the interest upon which is paid from revenues
of similar type projects, or securities the issuers of which are located in the
same state.

MUNICIPAL OBLIGATIONS

As a fundamental policy, each of the Tax Free Funds (including Tax Free
Reserves Portfolio for purposes of this discussion) invests at least 80% of its
assets, under normal circumstances, in:

(1) Municipal bonds with remaining maturities of one year (397 days for
California Tax Free Reserves and Connecticut Tax Free Reserves) or less that
are rated within the Aaa or Aa categories at the date of purchase by Moody's
or within the AAA or AA categories by Standard & Poor's or Fitch (and, for
Connecticut Tax Free Reserves, present a minimal credit risk as determined
by its Board of Trustees or the Adviser on its behalf) or, if not rated by
these rating agencies, are of comparable quality as determined by the
Adviser on the basis of the credit evaluation of the obligor on the bonds or
of the bank issuing a participation interest or guarantee or of any
insurance issued in support of the bonds or the participation interests.

(2) Municipal notes with remaining maturities of one year (397 days for
California Tax Free Reserves and Connecticut Tax Free Reserves) or less that
at the date of purchase are rated MIG 1/VMIG 1 or MIG 2/VMIG 2 by Moody's,
SP-1+, SP-1 or SP-2 by Standard & Poor's or F-1 or F-2 by Fitch (and, for
Connecticut Tax Free Reserves, present a minimal credit risk as determined
by its Board of Trustees or the Adviser on its behalf) or, if not rated by
these rating agencies, are of comparable quality as determined by the
Adviser. The principal kinds of municipal notes are tax and revenue
anticipation notes, tax anticipation notes, bond anticipation notes and
revenue anticipation notes. Notes sold in anticipation of collection of
taxes, a bond sale or receipt of other revenues are usually general
obligations of the issuing municipality or agency. The investments of
California Tax Free Reserves, Connecticut Tax Free Reserves and New York Tax
Free Reserves may be concentrated in municipal obligations of California,
Connecticut and New York issuers, respectively.

(3) Municipal commercial paper that is rated Prime-1 or Prime-2 by
Moody's, A-1+, A-1 or A-2 by Standard & Poor's or F-1 or F-2 by Fitch (and,
for Connecticut Tax Free Reserves, present a minimal credit risk as
determined by its Board of Trustees or the Adviser on its behalf) or, if not
rated by these rating agencies, is of comparable quality as determined by
the Adviser. Issues of municipal commercial paper typically represent very
short-term, unsecured, negotiable promissory notes. These obligations are
often issued to meet seasonal working capital needs of municipalities or to
provide interim construction financing and are paid from general revenues of
municipalities or are refinanced with long-term debt. In most cases
municipal commercial paper is backed by letters of credit, lending
agreements, note repurchase agreements or other credit facility agreements
offered by banks or other institutions which may be called upon in the event
of default by the issuer of the commercial paper.

Subsequent to its purchase by a Tax Free Fund, a rated Municipal Obligation
may cease to be rated or its rating may be reduced below the minimum required
for purchase by the Fund. Neither event requires sale of such Municipal
Obligation by the Fund (other than variable rate instruments which must be sold
if they are not "high quality"), but the Adviser considers such event in
determining whether the Fund should continue to hold the Municipal Obligation.
To the extent that the ratings given to the Municipal Obligations or other
securities held by a Tax Free Fund are altered due to changes in any of the
Moody's, Standard & Poor's or Fitch ratings systems (see Appendix A to this
Statement of Additional Information for an explanation of these rating systems),
the Adviser adopts such changed ratings as standards for its future investments
in accordance with the investment policies contained above and in the
Prospectus. Certain Municipal Obligations issued by instrumentalities of the
U.S. government are not backed by the full faith and credit of the U.S. Treasury
but only by the creditworthiness of the instrumentality. CitiFunds Multi-State
Tax Free Trust's and Tax Free Reserves Portfolio's Boards of Trustees have
determined that any Municipal Obligation that depends directly, or indirectly
through a government insurance program or other guarantee, on the full faith and
credit of the U.S. government is considered to have a rating in the highest
category. Where necessary to ensure that the Municipal Obligations are "eligible
securities" (i.e., within the two highest ratings assigned by Moody's, Standard
& Poor's or Fitch), or where the obligations are not freely transferable, a Tax
Free Fund will require that the obligation to pay the principal and accrued
interest be backed by an unconditional irrevocable bank letter of credit, a
guarantee, insurance policy or other comparable undertaking of an approved
financial institution.

MUNICIPAL BONDS. Municipal bonds are debt obligations of states, cities,
municipalities and municipal agencies and authorities which generally have a
maturity at the time of issuance of one year or more and which are issued to
raise funds for various public purposes, such as construction of a wide range of
public facilities, refunding outstanding obligations or obtaining funds for
institutions and facilities. The two principal classifications of municipal
bonds are "general obligation" and "revenue" bonds. General obligation bonds are
secured by the issuer's pledge of its full faith, credit and taxing power for
the payment of principal and interest. The principal of and interest on revenue
bonds are payable from the income of specific projects or authorities and
generally are not supported by the issuer's general power to levy taxes. In some
cases, revenues derived from specific taxes are pledged to support payments on a
revenue bond.

In addition, certain kinds of private activity bonds ("IDBs") are issued by
or on behalf of public authorities to provide funding for various privately
operated industrial facilities, such as warehouse, office, plant and store
facilities and environmental and pollution control facilities. IDBs are, in most
cases, revenue bonds. The payment of the principal and interest on IDBs usually
depends solely on the ability of the user of the facilities financed by the
bonds or other guarantor to meet its financial obligations and, in certain
instances, the pledge of real and personal property as security for payment.
Many IDBs may not be readily marketable; however, the IDBs or the participation
certificates in IDBs purchased by a Fund will have liquidity because they
generally will be supported by demand features to "high quality" banks,
insurance companies or other financial institutions.

Municipal bonds may be issued as "zero coupon" obligations. Zero-coupon
bonds are issued at a significant discount from their principal amount in lieu
of paying interest periodically. Because zero-coupon bonds do not pay current
interest in cash, their value is subject to greater fluctuation in response to
changes in market interest rates than bonds that pay interest currently. Zero-
coupon bonds allow an issuer to avoid the need to generate cash to meet current
interest payments. Accordingly, such bonds may involve greater credit risks than
bonds paying interest currently in cash. Each Tax Free Fund is required to
accrue interest income on such investments and to distribute such amounts at
least annually to shareholders even though zero-coupon bonds do not pay current
interest in cash. Thus, it may be necessary at times for a Fund to liquidate
investments in order to satisfy its dividend requirements.

MUNICIPAL NOTES. There are four major varieties of state and municipal
notes: Tax and Revenue Anticipation Notes ("TRANs"); Tax Anticipation Notes
("TANs"); Revenue Anticipation Notes ("RANs"); and Bond Anticipation Notes
("BANs"). TRANs, TANs and RANs are issued by states, municipalities and other
tax-exempt issuers to finance short-term cash needs or, occasionally, to finance
construction. Many TRANs, TANs and RANs are general obligations of the issuing
entity payable from taxes or designated revenues, respectively, expected to be
received within the related fiscal period. BANSs are issued with the expectation
that their principal and interest will be paid out of proceeds from renewal
notes or bonds to be issued prior to the maturity of the BANs. BANs are issued
most frequently by both general obligation and revenue bond issuers usually to
finance such items as land acquisition, facility acquisition and/or construction
and capital improvement projects.

For an explanation of the ratings of Municipal Obligations by Moody's,
Standard & Poor's and Fitch, see Appendix A to this Statement of Additional
Information. For a comparison of yields on such Municipal Obligations and
taxable securities, see the Appendix to the Prospectus.

MUNICIPAL LEASE OBLIGATIONS. Participations in municipal leases are
undivided interests in a portion of a lease or installment purchase issued by a
state or local government to acquire equipment or facilities. Municipal leases
frequently have special risks not normally associated with general obligation
bonds or revenue bonds. Many leases include "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. Although the
obligations will be secured by the leased equipment or facilities, the
disposition of the property in the event of non-appropriation or foreclosure
might, in some cases, prove difficult. Municipal lease obligations are deemed to
be illiquid unless otherwise determined by the Board of Trustees.

VARIABLE RATE INSTRUMENTS AND PARTICIPATION INTERESTS

Each of the Tax Free Funds (including Tax Free Reserves Portfolio for
purposes of this discussion) may purchase variable rate instruments and
participation interests. Variable rate instruments that the Tax Free Funds may
purchase are tax-exempt Municipal Obligations (including municipal notes and
municipal commercial paper) that provide for a periodic adjustment in the
interest rate paid on the instrument and permit the holder to receive payment
upon a specified number of days' notice of the unpaid principal balance plus
accrued interest either from the issuer or by drawing on a bank letter of
credit, a guarantee or an insurance policy issued with respect to such
instrument or by tendering or "putting" such instrument to a third party.

The variable rate instruments in which Tax Free Funds' assets may be
invested are payable upon a specified period of notice which may range from one
day up to one year. The terms of the instruments provide that interest rates are
adjustable at intervals ranging from daily to up to one year and the adjustments
are based upon the prime rate of a bank or other appropriate interest rate
adjustment index as provided in the respective instruments. Each Tax Free Fund
will decide which variable rate instruments it will purchase in accordance with
procedures prescribed by its Board of Trustees to minimize credit risks. An
unrated variable rate instrument may be determined to meet a Fund's high quality
criteria if it is backed by a letter of credit or guarantee or a right to tender
or put the instrument to a third party or is insured by an insurer that meets
the high quality criteria for the Fund discussed above or on the basis of a
credit evaluation of the underlying obligor. If the credit of the obligor is of
"high quality," no credit support from a bank or other financial institution
will be necessary. Each unrated variable rate instrument will be evaluated on a
quarterly basis to determine that it continues to meet a Tax Free Fund's high
quality criteria. If an instrument is ever deemed to be of less than high
quality, the Funds either will sell it in the market or exercise the liquidity
feature described below.

Variable rate instruments in which the Tax Free Funds may invest include
participation interests in variable rate, tax-exempt Municipal Obligations owned
by a bank, insurance company or other financial institution or affiliated
organizations. Although the rate of the underlying Municipal Obligations may be
fixed, the terms of the participation interest may result in the Fund receiving
a variable rate on its investment. A participation interest gives a Tax Free
Fund an undivided interest in the Municipal Obligation in the proportion that
the Fund's participation bears to the total principal amount of the Municipal
Obligation and provides the liquidity feature. Each participation may be backed
by an irrevocable letter of credit or guarantee of, or a right to put to, a bank
(which may be the bank issuing the participation interest, a bank issuing a
confirming letter of credit to that of the issuing bank, or a bank serving as
agent of the issuing bank with respect to the possible repurchase of the
participation interest) or insurance policy of an insurance company that has
been determined by or on behalf of the Board of Trustees of the applicable Trust
to meet the prescribed quality standards of a Tax Free Fund. Each Tax Free Fund
has the right to sell the participation interest back to the institution or draw
on the letter of credit or insurance after a specified period of notice, for all
or any part of the full principal amount of the Fund's participation in the
security, plus accrued interest. Each Tax Free Fund intends to exercise the
liquidity feature only (1) upon a default under the terms of the bond documents,
(2) as needed to provide liquidity to the Fund in order to facilitate
withdrawals from the Fund, or (3) to maintain a high quality investment
portfolio. In some cases, this liquidity feature may not be exercisable in the
event of a default on the underlying Municipal Obligations; in these cases, the
underlying Municipal Obligations must meet the Fund's high credit standards at
the time of purchase of the participation interest. Issuers of participation
interests will retain a service and letter of credit fee and a fee for providing
the liquidity feature, in an amount equal to the excess of the interest paid on
the instruments over the negotiated yield at which the participations were
purchased on behalf of a Tax Free Fund. The total fees generally range from 5%
to 15% of the applicable prime rate or other interest rate index. With respect
to insurance, each of the Tax Free Funds will attempt to have the issuer of the
participation interest bear the cost of the insurance, although the applicable
Fund retains the option to purchase insurance if necessary, in which case the
cost of insurance will be an expense of the Fund subject to the expense
limitation of 2 1/2% of the first $30 million of the Fund's average net assets,
2% of the next $70 million and 1 1/2% of the Fund's average net assets in excess
of $100 million. The Adviser has been instructed by the Trusts' Boards of
Trustees to monitor continually the pricing, quality and liquidity of the
variable rate instruments held by the Tax Free Funds, including the
participation interests, on the basis of published financial information and
reports of the rating agencies and other bank analytical services to which a
Fund may subscribe. Although participation interests may be sold, each Tax Free
Fund intends to hold them until maturity, except under the circumstances stated
above. Participation interests include municipal lease obligations which are
deemed to be illiquid unless otherwise determined by or at the direction of the
Board of Trustees. Purchase of a participation interest may involve the risk
that a Fund will not be deemed to be the owner of the underlying Municipal
Obligation for purposes of the ability of to claim tax exemption of interest
paid on that Municipal Obligation.

Periods of high inflation and periods of economic slowdown, together with
the fiscal measures adopted to attempt to deal with them, have brought wide
fluctuations in interest rates. When interest rates rise, the value of fixed
income securities generally falls; and vice versa. While this is true for
variable rate instruments generally, the variable rate nature of the underlying
instruments should minimize these changes in value. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation and the risk
of potential capital depreciation is less than would be the case with a
portfolio of fixed income securities. Because the adjustment of interest rates
on the variable rate instruments is made in relation to movements of various
interest rate adjustment indices, the variable rate instruments are not
comparable to long-term fixed rate securities. Accordingly, interest rates on
the variable rate instruments may be higher or lower than current market rates
for fixed rate obligations of comparable quality with similar maturities.

Because of the variable rate nature of the instruments, when prevailing
interest rates decline each Tax Free Fund's yield will decline and its
shareholders will forgo the opportunity for capital appreciation. On the other
hand, during periods when prevailing interest rates increase, each Tax Free
Fund's yield will increase and its shareholders will have reduced risk of
capital depreciation.

For purposes of determining whether a variable rate instrument held by a Tax
Free Fund matures within 397 days from the date of its acquisition, the maturity
of the instrument will be deemed to be the longer of (1) the period required
before the Fund is entitled to receive payment of the principal amount of the
instrument after notice or (2) the period remaining until the instrument's next
interest rate adjustment, except that an instrument issued or guaranteed by the
U.S. government or any agency thereof shall be deemed to have a maturity equal
to the period remaining until the next adjustment of the interest rate. The
maturity of a variable rate instrument will be determined in the same manner for
purposes of computing a Fund's dollar-weighted average portfolio maturity.

In view of the "concentration" of Tax Free Reserves (including Tax Free
Reserves Portfolio for purposes of this discussion) and the possible
concentration of the other Tax Free Funds in bank participation interests in
Municipal Obligations secured by bank letters of credit or guarantees, an
investment in these Funds should be made with an understanding of the
characteristics of the banking industry and the risks which such an investment
may entail. Banks are subject to extensive governmental regulation which may
limit both the amounts and types of loans and other financial commitments which
may be made and interest rates and fees which may be charged. The profitability
of this industry is largely dependent upon the availability and cost of capital
funds for the purpose of financing lending operations under prevailing money
market conditions. Also, general economic conditions play an important part in
the operation of this industry and exposure to credit losses arising from
possible financial difficulties of borrowers might affect a bank's ability to
meet its obligations under a letter of credit.

"WHEN-ISSUED" SECURITIES

Each of the Tax Free Funds (including Tax Free Reserves Portfolio for
purposes of this discussion) may purchase securities on a "when-issued" or
"forward delivery" basis. New issues of certain Municipal Obligations frequently
are offered on a "when-issued" or "forward delivery" basis. The payment
obligation and the interest rate that will be received on the Municipal
Obligations are each fixed at the time the buyer enters into the commitment
although settlement, i.e., delivery of and payment for the Municipal
Obligations, takes place beyond customary settlement time (but normally within
45 days after the date of the Fund's commitment to purchase). Although the Tax
Free Funds will only make commitments to purchase "when- issued" or "forward
delivery" Municipal Obligations with the intention of actually acquiring them,
the Funds may sell these securities before the settlement date if deemed
advisable by the Adviser.

Municipal Obligations purchased on a "when-issued" or "forward delivery"
basis and the securities held in a Tax Free Fund's portfolio are subject to
changes in value based upon the public's perception of the credit-worthiness of
the issuer and changes, real or anticipated, in the level of interest rates. The
value of these Municipal Obligations and securities generally change in the same
way, that is, both experience appreciation when interest rates decline and
depreciation when interest rates rise. Purchasing Municipal Obligations on a
"when-issued" or "forward delivery" basis can involve a risk that the yields
available in the market on the settlement date may actually be higher or lower
than those obtained in the transaction itself. A separate account of a Tax Free
Fund consisting of cash or liquid debt securities equal to the amount of the
"when-issued" or "forward delivery" commitments will be established at the
Fund's custodian bank. For the purpose of determining the adequacy of the
securities in the account, the deposited securities will be valued at market
value. If the market value of such securities declines, additional cash or
highly liquid securities will be placed in the account daily so that the value
of the account will equal the amount of the Fund's commitments. On the
settlement date of the "when-issued" or "forward delivery" securities, the Tax
Free Fund's obligations will be met from then-available cash flow, sale of
securities held in the separate account, sale of other securities or, although
not normally expected, from sale of the "when-issued" or "forward delivery"
securities themselves (which may have a value greater or lesser than the Fund's
payment obligations). Sale of securities to meet such obligations may result in
the realization of capital gains or losses, which are not exempt from federal
income tax. An increase in the percentage of a Fund's assets committed to the
purchase of securities on a "when-issued" basis may increase the volatility of
its net asset value.

STAND-BY COMMITMENTS

When a Tax Free Fund (including Tax Free Reserves Portfolio for purposes of
this discussion) purchases Municipal Obligations it may also acquire stand-by
commitments from banks with respect to such Municipal Obligations. A Tax Free
Fund also may acquire stand-by commitments from broker-dealers. Under the
stand-by commitment, a bank or broker-dealer agrees to purchase at the Fund's
option a specified Municipal Obligation at a specified price. A stand-by
commitment is the equivalent of a "put" option acquired by a Tax Free Fund with
respect to a particular Municipal Obligation held in the Fund's portfolio.

The amount payable to a Tax Free Fund upon the exercise of a stand-by
commitment normally would be (1) the acquisition cost of the Municipal
Obligation (excluding any accrued interest paid on the acquisition), less any
amortized market premium or plus any amortized market or original issue discount
during the period the Fund owned the security, plus (2) all interest accrued on
the security since the last interest payment date during the period the security
was owned by the Fund. Absent unusual circumstances relating to a change in
market value, the Fund would value the underlying Municipal Obligation at
amortized cost. Accordingly, the amount payable by a bank or dealer during the
time a stand-by commitment is exercisable would be substantially the same as the
market value of the underlying Municipal Obligation. Each Tax Free Fund values
stand-by commitments at zero for purposes of computing the value of its net
assets.

The stand-by commitments that each Tax Free Fund may enter into are subject
to certain risks, which include the ability of the issuer of the commitment to
pay for the securities at the time the commitment is exercised and the fact that
the commitment is not marketable by the Fund and the maturity of the underlying
security will generally be different from that of the commitment.

TAXABLE SECURITIES

Although each Tax Free Fund (including Tax Free Reserves Portfolio for
purposes of this discussion) attempts to invest 100% of its net assets in
tax-exempt Municipal Obligations, each Fund may invest up to 20% of the value of
its net assets in securities of the kind described below, the interest income on
which is subject to federal income tax. Circumstances in which a Tax Free Fund
may invest in taxable securities include the following: (a) pending investment
in the type of securities described above; (b) to maintain liquidity for the
purpose of meeting anticipated withdrawals; and (c) when, in the opinion of the
Fund's investment adviser, it is advisable to do so because of adverse market
conditions affecting the market for Municipal Obligations. The kinds of taxable
securities in which the Tax Free Funds' assets may be invested are limited to
the following short-term, fixed-income securities (maturing in 397 days or less
from the time of purchase): (1) obligations of the U.S. government or its
agencies, instrumentalities or authorities; (2) commercial paper rated Prime-1
or Prime-2 by Moody's, A-1+, A-1 or A-2 by Standard & Poor's or F-1+, F-1 or F-2
by Fitch; (3) certificates of deposit of U.S. banks with assets of $1 billion or
more; and (4) repurchase agreements with respect to any Municipal Obligations or
other securities which the Fund is permitted to own. Each Tax Free Fund's assets
may also be invested in Municipal Obligations which are subject to an
alternative minimum tax.

REPURCHASE AGREEMENTS

Each of the Tax Free Funds (including Tax Free Reserves Portfolio for
purposes of this discussion) may invest its assets in instruments subject to
repurchase agreements. Repurchase agreements are described in more detail
below. (See "Repurchase Agreements.")

RISK FACTORS AFFECTING INVESTMENT IN CALIFORNIA MUNICIPAL OBLIGATIONS

California Tax Free Reserves intends to invest a high proportion of its
assets in California Municipal Obligations. Payment of interest and preservation
of principal is dependent upon the continuing ability of California issuers
and/or obligors of state, municipal and public authority debt obligations to
meet their obligations thereunder. For information concerning California
Municipal Obligations, see Appendix B to this Statement of Additional
Information.

The summary set forth above and in Appendix B is included for the purpose of
providing a general description of the State of California credit and financial
conditions. This summary is based on information from statements of issuers of
California Municipal Obligations and does not purport to be complete. The Trust
is not responsible for the accuracy or timeliness of this information.

RISK FACTORS AFFECTING INVESTMENT IN CONNECTICUT MUNICIPAL OBLIGATIONS

Connecticut Tax Free Reserves intends to invest a high proportion of its
assets in Connecticut Municipal Obligations. Payment of interest and
preservation of principal is dependent upon the continuing ability of
Connecticut issuers and/or obligors of state, municipal and public authority
debt obligations to meet their obligations thereunder. For information
concerning Connecticut Municipal Obligations, see Appendix C to this Statement
of Additional Information.

The summary set forth above and in Appendix C is included for the purpose of
providing a general description of the State of Connecticut credit and financial
conditions. This summary is based on information from statements of issuers of
Connecticut Municipal Obligations and does not purport to be complete. The Trust
is not responsible for the accuracy or timeliness of this information.

RISK FACTORS AFFECTING INVESTMENT IN NEW YORK MUNICIPAL OBLIGATIONS

New York Tax Free Reserves intends to invest a high proportion of the its
assets in Municipal Obligations of the State of New York and its political
subdivisions, municipalities, agencies, instrumentalities and public
authorities. Payment of interest and preservation of principal is dependent upon
the continuing ability of New York issuers and/or obligors of state, municipal
and public authority debt obligations to meet their obligations thereunder.

The fiscal stability of New York State is related, at least in part, to the
fiscal stability of its localities and authorities. Various State agencies,
authorities and localities have issued large amounts of bonds and notes either
guaranteed or supported by the State through lease-purchase arrangements, other
contractual arrangements or moral obligation provisions. While debt service is
normally paid out of revenues generated by projects of such State agencies,
authorities and localities, the State has had to provide special assistance in
recent years, in some cases of a recurring nature, to enable such agencies,
authorities and localities to meet their financial obligations and, in some
cases, to prevent or cure defaults. To the extent State agencies and local
governments require State assistance to meet their financial obligations, the
ability of the State to meet its own obligations as they become due or to obtain
additional financing could be adversely affected.

For further information concerning New York Municipal Obligations, see
Appendix D to this Statement of Additional Information. The summary set forth
above and in Appendix D is included for the purpose of providing a general
description of New York State and New York City credit and financial conditions.
This summary is based on information from statements of issuers of New York
Municipal Obligations and does not purport to be complete. The Trust is not
responsible for the accuracy or timeliness of this information.

REPURCHASE AGREEMENTS

Each of the Funds and Portfolios (other than U.S. Treasury Reserves and U.S.
Treasury Reserves Portfolio, which may not invest in repurchase agreements) may
invest its assets in instruments subject to repurchase agreements only with
member banks of the Federal Reserve System or "primary dealers" (as designated
by the Federal Reserve Bank of New York) in U.S. government securities. Under
the terms of a typical repurchase agreement, the Fund would acquire an
underlying debt instrument for a relatively short period (usually not more than
one week) subject to an obligation of the seller to repurchase and the Fund to
resell the instrument at a fixed price and time, thereby determining the yield
during the Fund's holding period. This results in a fixed rate of return
insulated from market fluctuations during such period. A repurchase agreement is
subject to the risk that the seller may fail to repurchase the security.
Repurchase agreements may be deemed to be loans under the 1940 Act. All
repurchase agreements entered into by the Funds shall be fully collateralized at
all times during the period of the agreement in that the value of the underlying
security shall be at least equal to the amount of the loan, including the
accrued interest thereon, and the Fund or its custodian or sub-custodian shall
have possession of the collateral, which the applicable Trust's Board of
Trustees believes will give it a valid, perfected security interest in the
collateral. Whether a repurchase agreement is the purchase and sale of a
security or a collateralized loan has not been definitively established. This
might become an issue in the event of the bankruptcy of the other party to the
transaction. In the event of default by the seller under a repurchase agreement
construed to be a collateralized loan, the underlying securities are not owned
by the Fund but only constitute collateral for the seller's obligation to pay
the repurchase price. Therefore, a Fund may suffer time delays and incur costs
in connection with the disposition of the collateral. The Trusts' Boards of
Trustees believe that the collateral underlying repurchase agreements may be
more susceptible to claims of the seller's creditors than would be the case with
securities owned by the Funds. Repurchase agreements will give rise to income
which will not qualify as tax-exempt income when distributed by the Funds. A
Fund will not invest in a repurchase agreement maturing in more than seven days
if any such investment together with illiquid securities held by the Fund exceed
10% of the Fund's total net assets. Repurchase agreements are also subject to
the same risks described herein with respect to stand-by commitments.

LENDING OF SECURITIES

Consistent with applicable regulatory requirements and in order to generate
income, each of the Funds and Portfolios may lend its securities to
broker-dealers and other institutional borrowers. Such loans will usually be
made only to member banks of the U.S. Federal Reserve System and to member firms
of the New York Stock Exchange (and subsidiaries thereof). Loans of securities
would be secured continuously by collateral in cash, cash equivalents, or U.S.
Treasury obligations maintained on a current basis at an amount at least equal
to the market value of the securities loaned. The cash collateral would be
invested in high quality short-term instruments. Either party has the right to
terminate a loan at any time on customary industry settlement notice (which will
not usually exceed three business days). During the existence of a loan, a Fund
or Portfolio would continue to receive the equivalent of the interest or
dividends paid by the issuer on the securities loaned and with respect to cash
collateral would also receive compensation based on investment of the collateral
(subject to a rebate payable to the borrower). Where the borrower provides a
Fund or Portfolio with collateral consisting of U.S. Treasury obligations, the
borrower is also obligated to pay the Fund or Portfolio a fee for use of the
borrowed securities. The Fund or Portfolio would not, however, have the right to
vote any securities having voting rights during the existence of the loan, but
would call the loan in anticipation of an important vote to be taken among
holders of the securities or of the giving or withholding of their consent on a
material matter affecting the investment. As with other extensions of credit,
there are risks of delay in recovery or even loss of rights in the collateral
should the borrower fail financially. However, the loans would be made only to
entities deemed by the Adviser to be of good standing, and when, in the judgment
of the Adviser, the consideration which can be earned currently from loans of
this type justifies the attendant risk. In addition, a Fund or Portfolio could
suffer loss if the borrower terminates the loan and the Fund or Portfolio is
forced to liquidate investments in order to return the cash collateral to the
buyer. If the Adviser determines to make loans, it is not intended that the
value of the securities loaned by a Fund or Portfolio would exceed 33 1/3% of
the value of its net assets.

PRIVATE PLACEMENTS AND ILLIQUID INVESTMENTS

Each Fund and Portfolio may invest up to 10% of its net assets in securities
for which there is no readily available market. These illiquid securities may
include privately placed restricted securities for which no institutional market
exists. The absence of a trading market can make it difficult to ascertain a
market value for illiquid investments. Disposing of illiquid investments may
involve time-consuming negotiation and legal expenses, and it may be difficult
or impossible for a Fund or Portfolio to sell them promptly at an acceptable
price.

INVESTMENT RESTRICTIONS

The Trusts, on behalf of the Funds, and the Portfolios have each adopted the
following policies which may not be changed without approval by holders of a
"majority of the outstanding shares" of the applicable Fund or Portfolio, which
as used in this Statement of Additional Information means the vote of the lesser
of (i) 67% or more of the outstanding voting securities of the Fund or Portfolio
present at a meeting, if the holders of more than 50% of the outstanding "voting
securities" of the Fund or Portfolio are present or represented by proxy, or
(ii) more than 50% of the outstanding "voting securities" of the Fund or the
Portfolio. The term "voting securities" as used in this paragraph has the same
meaning as in the 1940 Act. Whenever the Trust is requested to vote on a change
in the investment restrictions of a Portfolio (or, in the case of Cash Reserves
Portfolio and the Tax Free Funds, with respect to the fundamental restrictions
discussed under "Investment Policies"), the Trust will hold a meeting of the
corresponding Fund's shareholders and will cast its vote as instructed by the
shareholders, or will otherwise vote Fund interests in a Portfolio in accordance
with applicable law. Each Fund will vote the shares held by its shareholders who
do not give voting instructions in the same proportion as the shares of that
Fund's shareholders who do give voting instructions. Shareholders of the Funds
who do not vote will have no effect on the outcome of these matters.

CASH RESERVES

CitiFunds Trust III, on behalf of Cash Reserves, may not:

(1) Invest in equity securities (e.g., common stock, preferred stock,
options, warrants, puts, calls), voting securities, restricted securities,
corporate debt securities (e.g., bonds, debentures) other than those bank
securities and commercial paper referred to under "Investment Policies,"
local or state government securities (e.g., municipal bonds, state bonds),
commodities or commodity contracts, real estate, or securities of other
investment companies, except that the Trust may invest all or a portion of
the Fund's assets in a diversified, open-end management investment company
with substantially the same investment objective, policies and restrictions
as the Fund. The Trust, on behalf of the Fund, will not sell securities
short, write put or call options, engage in underwriting, or invest in
companies for the purpose of exercising control. The Trust, on behalf of the
Fund, will not make loans to other persons except that it may acquire debt
securities as discussed under "Investment Policies;'"

(2) Purchase securities or obligations of any one issuer (other than
securities issued by the U.S. government, its agencies and instrumentalities
and repurchase agreements covering such securities) if immediately after
such purchase more than 5% of the value of its assets would be invested in
that issuer except that the Trust may invest all or a portion of the Fund's
assets in a diversified, open-end management investment company with
substantially the same investment objective, policies and restrictions as
the Fund;

(3) Borrow money except from banks as a temporary measure for
extraordinary or emergency purposes (not for leveraging) or in order to meet
unexpectedly heavy redemption requests in an amount not exceeding 15% of the
value of the Fund's assets and will not purchase any securities at any time
when the Fund's total outstanding borrowings from banks exceed 5% of the
Fund's gross assets. The Trust, on behalf of the Fund, will not pledge its
assets except to secure borrowings. While the Trust, on behalf of the Fund,
may borrow from its Custodian for the foregoing purposes, any borrowing from
the Custodian will be on terms no less favorable to the Fund than those
offered by the Custodian to comparable borrowers and on terms which the
Trust believes are not less favorable than those readily obtainable
elsewhere;

(4) Concentrate the Fund's investments in any particular industry, but
if it is deemed appropriate to the achievement of the Fund's investment
objective, up to 25% of the assets of the Fund (taken at market value at the
time of each investment) may be invested in any one industry, provided that,
if the Trust withdraws the Fund's investment from an open-end management
investment company with substantially the same investment objective,
policies and restrictions as the Fund, it will invest at least 25%, and may
invest up to 100%, of the assets of the Fund in bank obligations; and
provided, further, that nothing in this Investment Restriction is intended
to affect the Trust's ability to invest 100% of the Fund's assets in a
diversified, open-end management investment company with substantially the
same investment objective, policies and restrictions as the Fund;

(5) There is no limitation on investing in securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities, or
repurchase agreements covering those securities, except that the Trust, on
behalf of the Fund, will not acquire securities that are not readily
marketable or repurchase agreements calling for resale within more than 7
days if, as a result thereof, more than 10% of the value of its net assets
would be invested in such securities. The Trust, on behalf of the Fund, may
not invest in fixed time deposits maturing in more than seven calendar days,
and fixed time deposits maturing from two business days through seven
calendar days may not exceed 10% of the Fund's net assets.

Cash Reserves Portfolio may not:

(1) Borrow money, except that as a temporary measure for extraordinary
or emergency purposes the Portfolio may borrow from banks in an amount not
to exceed 1/3 of the value of the net assets of the Portfolio, including the
amount borrowed (moreover, the Portfolio may not purchase any securities at
any time at which borrowings exceed 5% of its total assets (taken at market
value))(it is intended that the Portfolio would borrow money only from banks
and only to accommodate requests for the withdrawal of all or a portion of a
beneficial interest in the Portfolio while effecting an orderly liquidation
of securities);

(2) Purchase any security or evidence of interest therein on margin,
except that the Portfolio may obtain such short term credit as may be
necessary for the clearance of purchases and sales of securities;

(3) Underwrite securities issued by other persons, except insofar as the
Portfolio may technically be deemed an underwriter under the Securities Act
of 1933 in selling a security;

(4) Make loans to other persons except (a) through the lending of
securities held by the Portfolio, but not in excess of 33 1/3% of the
Portfolio's net assets, (b) through the use of fixed time deposits or
repurchase agreements or the purchase of short term obligations, or (c) by
purchasing all or a portion of an issue of debt securities of types commonly
distributed privately to financial institutions; for purposes of this
paragraph 4 the purchase of short term commercial paper or a portion of an
issue of debt securities which are part of an issue to the public shall not
be considered the making of a loan;

(5) Purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests
therein), interests in oil, gas or mineral leases, commodities or commodity
contracts in the ordinary course of business (the Portfolio reserves the
freedom of action to hold and to sell real estate acquired as a result of
the ownership of securities by the Portfolio);

(6) Concentrate its investments in any particular industry, but if it is
deemed appropriate for the achievement of its investment objective, up to
25% of the assets of the Portfolio (taken at market value at the time of
each investment) may be invested in any one industry, except that the
Portfolio will invest at least 25% of its assets and may invest up to 100%
of its assets in bank obligations; or

(7) Issue any senior security (as that term is defined in the 1940 Act)
if such issuance is specifically prohibited by the 1940 Act or the rules and
regulations promulgated thereunder, except as appropriate to evidence a debt
incurred without violating Investment Restriction (1) above.

U.S. TREASURY RESERVES

Neither CitiFunds Trust III, on behalf of U.S. Treasury Reserves, nor U.S.
Treasury Portfolio may:

(1) Borrow money, except that as a temporary measure for extraordinary
or emergency purposes either the Trust or the Portfolio may borrow from
banks in an amount not to exceed 1/3 of the value of the net assets of the
Fund or the Portfolio, respectively, including the amount borrowed
(moreover, neither the Trust (on behalf of the Fund) nor the Portfolio may
purchase any securities at any time at which borrowings exceed 5% of the
total assets of the Fund or the Portfolio, respectively (taken in each case
at market value)) (it is intended that the Fund and the Portfolio would
borrow money only from banks and only to accommodate requests for the
repurchase of shares of the Fund or the withdrawal of all or a portion of a
beneficial interest in the Portfolio while effecting an orderly liquidation
of securities);

(2) Purchase any security or evidence of interest therein on margin,
except that either the Trust, on behalf of the Fund, or the Portfolio may
obtain such short term credit as may be necessary for the clearance of
purchases and sales of securities;

(3) Underwrite securities issued by other persons, except that all the
assets of the Fund may be invested in the Portfolio and except insofar as
either the Trust or the Portfolio may technically be deemed an underwriter
under the Securities Act of 1933 in selling a security;

(4) Make loans to other persons except (a) through the lending of
securities held by either the Fund or the Portfolio, but not in excess of 33
1/3% of the Fund's or the Portfolio's net assets, as the case may be, (b)
through the use of repurchase agreements or the purchase of short term
obligations, or (c) by purchasing all or a portion of an issue of debt
securities of types commonly distributed privately to financial
institutions; for purposes of this paragraph 4 the purchase of a portion of
an issue of debt securities which is part of an issue to the public shall
not be considered the making of a loan;

(5) Purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests
therein), interests in oil, gas or mineral leases, commodities or commodity
contracts in the ordinary course of business (the Fund and the Portfolio
reserve the freedom of action to hold and to sell real estate acquired as a
result of the ownership of securities by the Fund or the Portfolio);

(6) Concentrate its investments in any particular industry; provided,
that nothing in this Investment Restriction is intended to affect the
ability to invest 100% of the Fund's assets in the Portfolio; or

TAX FREE RESERVES

Tax Free Reserves may not:

(1) Make investments other than as described under "Investment Policies"
above or any other form of federal tax-exempt investment which meets the
Fund's high quality criteria, as determined by the Board of Trustees and
which is consistent with the Fund's investment objectives and policies
(provided, however, that the Fund may invest all of its assets in a
diversified, open-end management investment company with substantially the
same investment objectives, policies and restrictions as the Fund);

(2) Borrow money. This restriction shall not apply to borrowings from
banks for temporary or emergency (not leveraging) purposes, including the
meeting of redemption requests that might otherwise require the untimely
disposition of securities, in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) valued at market less
liabilities (not including the amount borrowed) at the time the borrowing
was made. While borrowings exceed 5% of the value of the Fund's total
assets, the Fund will not make any investments. Interest paid on borrowings
will reduce net income;

(3) Pledge, hypothecate, mortgage or otherwise encumber its assets,
except in an amount up to 15% of the value of its total assets and only to
secure borrowings for temporary or emergency purposes;

(4) Sell securities short or purchase securities on margin, or engage in
the purchase and sale of put, call, straddle or spread options or in writing
such options, except to the extent that securities subject to a demand
obligation and stand-by commitments may be purchased as set forth under
"Investment Policies" above;

(5) Underwrite the securities of other issuers, except insofar as the
Fund may be deemed an underwriter under the Securities Act of 1933 in
disposing of a portfolio security (provided, however, that the Fund may
invest all of its assets in a diversified, open-end management investment
company with substantially the same investment objectives, policies and
restrictions as the Fund);

(6) Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests,
but this shall not prevent the Fund from investing in Municipal Obligations
secured by real estate or interests in real estate;

(7) Make loans to others, except through the purchase of Fund
investments, including repurchase agreements, as described under "Investment
Policies" above;

(8) Invest more than 5% of the value of its total assets in the
securities of issuers where the entity providing the revenues from which the
issue is to be paid has a record, including predecessors, of fewer than
three years of continuous operation, except obligations issued or guaranteed
by the U.S. government, its agencies or instrumentalities (provided,
however, that the Fund may invest all of its assets in a diversified,
open-end management investment company with substantially the same
investment objectives, policies and restrictions as the Fund);

(9) Invest more than 25% of its assets in the securities of "issuers" in
any single industry, provided that there shall be no limitation on the
purchase of Municipal Obligations or on obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities. In addition, the
Fund reserves the freedom of action to invest more than 25% of its assets in
instruments (including without limitation participation interests) issued by
U.S. branches of domestic banks; or

(10) Invest in securities of other investment companies, except the Fund
may purchase unit investment trust securities where such unit trusts meet
the investment objectives and policies of the Fund and then only up to 5% of
the Fund's net assets, except as they may be acquired as part of a merger,
consolidation or acquisition of assets (provided, however, that the Fund may
invest all of its assets in a diversified, open-end management investment
company with substantially the same investment objectives, policies and
restrictions as the Fund).

Tax Free Reserves has adopted the following non-fundamental policy, which
may be changed without approval by a majority of the outstanding shares of the
Fund. Tax Free Reserves will not invest in a repurchase agreement maturing in
more than seven days or other illiquid securities if as a result thereof the
Fund's total illiquid assets (including repurchase agreements maturing in more
than seven days) would exceed 10% of the Fund's net assets.

Tax Free Reserves Portfolio may not:

(1) Borrow money, except that as a temporary measure for extraordinary
or emergency purposes borrow from banks in an amount not to exceed 1/3 of
the value of the net assets of the Portfolio, including the amount borrowed
(moreover, the Portfolio may not purchase any securities at any time at
which borrowings exceed 5% of its total assets (taken at market value)); (it
is intended that the Portfolio would borrow money only from banks and only
to accommodate requests for the withdrawal of all or a portion of a
beneficial interest in the Portfolio while effecting an orderly liquidation
of securities);

(3) Underwrite securities issued by other persons, except insofar as the
Portfolio may technically be deemed an underwriter under the Securities Act
of 1933 in selling a security;

(4) Make loans to other persons except (a) through the lending of
securities held by the Portfolio, but not in excess of 33 1/3% of the
Portfolio's net assets, (b) through the use of fixed time deposits or
repurchase agreements or the purchase of short term obligations, or (c) by
purchasing all or a portion of an issue of debt securities of types commonly
distributed privately to financial institutions; for purposes of this
paragraph (4) the purchase of short term commercial paper or a portion of an
issue of debt securities which are part of an issue to the public shall not
be considered the making of a loan;

For purposes of the investment restriction in paragraph (6) above, "bank
obligations" shall include bank participation interests in Municipal
Obligations.

CALIFORNIA TAX FREE RESERVES

CitiFunds Multi-State Tax Free Trust may not with respect to California Tax
Free Reserves:

(1) Make investments other than as described under "Investment Policies"
above or any other form of federal tax-exempt investment which meets the
Fund's high quality criteria, as determined by the Board of Trustees and
which is consistent with the Fund's investment objectives and policies
(provided, however, that the Trust may invest all or substantially all of
the Fund's assets in another registered investment company having the same
investment objective and policies and substantially the same investment
restrictions as the Fund).

(2) Borrow money. This restriction shall not apply to borrowings from
banks for temporary or emergency (not leveraging) purposes, including the
meeting of redemption requests that might otherwise require the untimely
disposition of securities, in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) valued at market less
liabilities (not including the amount borrowed) at the time the borrowing
was made. While borrowings exceed 5% of the value of the Fund's total
assets, the Trust will not make any investments on behalf of the Fund.
Interest paid on borrowings will reduce net income.

(3) Pledge, hypothecate, mortgage or otherwise encumber the Fund's
assets, except in an amount up to 15% of the value of the Fund's total
assets and only to secure borrowings for temporary or emergency purposes.

(5) Underwrite the securities of other issuers, except insofar as the
Trust may be deemed an underwriter under the Securities Act of 1933 in
disposing of a portfolio security of the Fund (provided, however, that the
Trust may invest all or substantially all of the Fund's assets in another
registered investment company having the same investment objective and
policies and substantially the same investment restrictions as the Fund).

(6) The Trust will not invest on behalf of the Fund in a repurchase
agreement maturing in more than seven days if any such investment together
with other illiquid securities held by the Fund exceed 10% of the Fund's
total net assets.

(7) Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests,
but this shall not prevent the Trust from investing in Municipal Obligations
secured by real estate or interests in real estate.

(8) Make loans to others, except through the purchase of portfolio
investments, including repurchase agreements, as described under "Investment
Policies" above.

(9) Purchase more than 10% of all outstanding voting securities of any
one issuer or invest in companies for the purpose of exercising control,
except that the Trust may invest all or substantially all of the Fund's
assets in another registered investment company having the same investment
objective and policies and substantially the same investment restrictions as
the Fund.

(10) Invest more than 25% of the Fund's assets in the securities of
"issuers" in any single industry, provided that the Trust may invest more
than 25% of the Fund's assets in bank participation interests and there
shall be no limitation on the purchase of those Municipal Obligations and
other obligations issued or guaranteed by the U.S. government, its agencies
or instrumentalities, except that the Trust may invest all or substantially
all of the Fund's assets in another registered investment company having the
same investment objectives and policies and substantially the same
investment restrictions as the Fund. When the assets and revenues of an
agency, authority, instrumentality or other political subdivision are
separate from those of the government creating the issuing entity and a
security is backed only by the assets and revenues of the entity, the entity
would be deemed to be the sole issuer of the security. Similarly, in the
case of a private activity bond, if that bond is backed only by the assets
and revenues of the non-governmental user, then such non-governmental user
would be deemed to be the sole issuer. If, however, in either case, the
creating government or some other entity, such as an insurance company or
other corporate obligor, guarantees a security or a bank issues a letter of
credit, such a guarantee or letter of credit would be considered a separate
security and would be treated as an issue of such government, other entity
or bank.

(11) Invest in securities of other investment companies, except the
Trust may purchase on behalf of the Fund unit investment trust securities
(i.e., securities issued by an investment company which (i) is organized
under a trust indenture or contract of custodianship or similar instrument,
(ii) does not have a board of directors, and (iii) issues only redeemable
securities, each of which represents an undivided interest in a unit of
specified securities) where such unit trusts meet the investment objectives
and policies of the Fund and then only up to 5% of the Fund's net assets,
except as they may be acquired as part of a merger, consolidation or
acquisition of assets, except that the Trust may invest all or substantially
all of the Fund's assets in another registered investment company having the
same investment objectives and policies and substantially the same
investment restrictions as the Fund. As of the date of this Statement of
Additional Information, the Trust has no intention of investing in unit
investment trust securities on behalf of the Fund.

For purposes of the investment restrictions described in (9) and (10) above,
the issuer of a tax-exempt security is deemed to be the entity (public or
private) ultimately responsible for the payment of principal of and interest on
the security. If, however, the acting government or some other entity, such as
an insurance company or other corporate obligor, guarantees a security or a bank
issues a Letter of Credit, such a guarantee or Letter of Credit may, in
accordance with applicable Securities and Exchange Commission ("SEC") rules, be
considered a separate security and treated as an issue of such government, other
entity or bank.

CONNECTICUT TAX FREE RESERVES

CitiFunds Multi-State Tax Free Trust may not with respect to Connecticut Tax
Free Reserves:

(1) Make investments other than as described under "Investment Policies"
above or any other form of federal tax-exempt investment which meets the
Fund's high quality criteria, as determined by the Board of Trustees and
which is consistent with the Fund's investment objectives and policies
(provided, however, that the Trust may invest all or substantially all of
the Fund's assets in another registered investment company having the same
investment objective and policies and substantially the same investment
restrictions as the Fund).

(2) Borrow money. This restriction shall not apply to borrowings from
banks for temporary or emergency (not leveraging) purposes, including the
meeting of redemption requests that might otherwise require the untimely
disposition of securities, in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) valued at market less
liabilities (not including the amount borrowed) at the time the borrowing
was made. While borrowings exceed 5% of the value of the Fund's total
assets, the Trust will not make any investments on behalf of the Fund.
Interest paid on borrowings will reduce net income.

(6) Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests,
but this shall not prevent the Trust from investing in Municipal Obligations
secured by real estate or interests in real estate.

(7) Make loans to others, except through the purchase of portfolio
investments, including repurchase agreements, as described under "Investment
Policies" above.

(8) Purchase more than 10% of all outstanding voting securities of any
one issuer or invest in companies for the purpose of exercising control,
except that the Trust may invest all or substantially all of the Fund's
assets in another registered investment company having the same investment
objective and policies and substantially the same investment restrictions as
the Fund.

(9) Invest more than 25% of the Fund's assets in the securities of
"issuers" in any single industry, provided that the Trust reserves the right
to invest more than 25% of the Fund's assets in bank participation interests
and there shall be no limitation on the purchase of those Municipal
Obligations and other obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, except that the Trust may
invest all or substantially all of the Fund's assets in another registered
investment company having the same investment objective and policies and
substantially the same investment restrictions as the Fund. When the assets
and revenues of an agency, authority, instrumentality or other political
subdivision are separate from those of the government creating the issuing
entity and a security is backed only by the assets and revenues of the
entity, the entity would be deemed to be the sole issuer of the security.
Similarly, in the case of a private activity bond, if that bond is backed
only by the assets and revenues of the non-governmental user, then such
non-governmental user would be deemed to be the sole issuer. If, however, in
either case, the creating government or some other entity, such as an
insurance company or other corporate obligor, guarantees a security or a
bank issues a letter of credit, such a guarantee or letter of credit may, in
accordance with applicable SEC rules, be considered a separate security and
could be treated as an issue of such government, other entity or bank.

(10) Invest in securities of other investment companies, except the
Trust may purchase on behalf of the Fund unit investment trust securities
(i.e., securities issued by an investment company which (i) is organized
under a trust indenture or contract of custodianship or similar instrument,
(ii) does not have a board of directors, and (iii) issues only redeemable
securities, each of which represents an undivided interest in a unit of
specified securities) where such unit trusts meet the investment objectives
and policies of the Fund and then only up to 5% of the Fund's net assets,
except as they may be acquired as part of a merger, consolidation or
acquisition of assets, except that the Trust may invest all or substantially
all of the Fund's assets in another registered investment company having the
same investment objectives and policies and substantially the same
investment restrictions as the Fund. As of the date of this Statement of
Additional Information, the Trust has no intention of investing in unit
investment trust securities on behalf of the Fund.

(11) Issue any senior security (as that term is defined in the 1940 Act)
if such issuance is specifically prohibited by the 1940 Act or the rules and
regulations promulgated thereunder, except as appropriate to evidence a debt
incurred without violating Investment Restriction (2) above.

For purposes of the investment restrictions described in (8) and (9) above,
the issuer of a tax-exempt security is deemed to be the entity (public or
private) ultimately responsible for the payment of principal of and interest on
the security. If, however, the acting government or some other entity, such as
an insurance company or other corporate obligor, guarantees a security or a bank
issues a Letter of Credit, such a guarantee or Letter of Credit may, in
accordance with applicable SEC rules, be considered a separate security and
treated as an issue of such government, other entity or bank.

In addition, as a matter of non-fundamental policy, the Trust will not
invest on behalf of the Fund in securities that are not readily marketable, such
as fixed time deposits and repurchase agreements maturing in more than seven
days, if such investments together with other illiquid securities held by the
Fund exceed 10% of the Fund's total net assets.

NEW YORK TAX FREE RESERVES

CitiFunds Multi-State Tax Free Trust may not with respect to New York Tax
Free Reserves:

(2) Borrow money. This restriction shall not apply to borrowings from
banks for temporary or emergency (not leveraging) purposes, including the
meeting of redemption requests that might otherwise require the untimely
disposition of securities, in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) valued at market less
liabilities (not including the amount borrowed) at the time the borrowing
was made. While borrowings exceed 5% of the value of the Fund's total
assets, the Trust will not make any investments on behalf of the Fund.
Interest paid on borrowings will reduce net income.

(5) Underwrite the securities of other issuers, except insofar as the
Trust may be deemed an underwriter under the Securities Act of 1933 in
disposing of a portfolio security of the Fund.

(6) Purchase securities subject to restrictions on disposition under the
Securities Act of 1933 ("restricted securities"). The Trust will not invest
on behalf of the Fund in a repurchase agreement maturing in more than seven
days if any such investment together with securities that are not readily
marketable held by the Fund exceed 10% of the Fund's total net assets.

(8) Make loans to others, except through the purchase of portfolio
investments, including repurchase agreements, as described under "Investment
Policies" above.

(9) Purchase more than 10% of all outstanding voting securities of any
one issuer or invest in companies for the purpose of exercising control.

(10) Invest more than 25% of the Fund's assets in the securities of
"issuers" in any single industry, provided that the Trust may invest more
than 25% of the Fund's assets in bank participation interests and there
shall be no limitation on the purchase of those Municipal Obligations and
other obligations issued or guaranteed by the U.S. government, its agencies
or instrumentalities. When the assets and revenues of an agency, authority,
instrumentality or other political subdivision are separate from those of
the government creating the issuing entity and a security is backed only by
the assets and revenues of the entity, the entity would be deemed to be the
sole issuer of the security. Similarly, in the case of a private activity
bond, if that bond is backed only by the assets and revenues of the
non-governmental user, then such non-governmental user would be deemed to be
the sole issuer. If, however, in either case, the creating government or
some other entity, such as an insurance company or other corporate obligor,
guarantees a security or a bank issues a letter of credit, such a guarantee
or letter of credit would be considered a separate security and would be
treated as an issue of such government, other entity or bank.

(11) Invest in securities of other investment companies, except the
Trust may purchase on behalf of the Fund unit investment trust securities
(i.e., securities issued by an investment company which (i) is organized
under a trust indenture or contract of custodianship or similar instrument,
(ii) does not have a board of directors, and (iii) issues only redeemable
securities, each of which represents an undivided interest in a unit of
specified securities) where such unit trusts meet the investment objectives
and policies of the Fund and then only up to 5% of the Fund's net assets,
except as they may be acquired as part of a merger, consolidation or
acquisition of assets. As of the date of this Statement of Additional
Information, the Trust has no intention of investing in unit investment
trust securities on behalf of the Fund.

For purposes of the investment restrictions described above, the issuer of a
tax-exempt security is deemed to be the entity (public or private) ultimately
responsible for the payment of principal of and interest on the security. If,
however, the acting government or some other entity, such as an insurance
company or other corporate obligor, guarantees a security or a bank issues a
Letter of Credit, such a guarantee or Letter of Credit may, in accordance with
applicable SEC rules, be considered a separate security and treated as an issue
of such government, other entity or bank.

If a percentage restriction or a rating restriction (other than a
restriction as to borrowing) on investment or utilization of assets set forth
above or referred to in the Prospectus is adhered to at the time an investment
is made or assets are so utilized, a later change in percentage resulting from
changes in the value of the securities held by a Fund or a Portfolio or a later
change in the rating of a security held by a Fund or a Portfolio is not
considered a violation of policy.

3. PERFORMANCE INFORMATION

Fund performance may be quoted in advertising, shareholder reports and other
communications in terms of yield, effective yield, tax equivalent yield, total
rate of return or tax equivalent total rate of return. All performance
information is historical and is not intended to indicate future performance.
Yields and total rates of return fluctuate in response to market conditions and
other factors.

Each Fund may provide annualized yield and effective yield quotations. The
yield of a Fund refers to the income generated by an investment in the Fund over
a seven-day period (which period is stated in any such advertisement or
communication). This income is then annualized; that is, the amount of income
generated by the investment over that period is assumed to be generated each
week over a 365-day period and is shown as a percentage of the investment. Any
current yield quotation of a Fund which is used in such a manner as to be
subject to the provisions of Rule 482(d) under the Securities Act of 1933, as
amended, consists of an annualized historical yield, carried at least to the
nearest hundredth of one percent, based on a specific seven calendar day period
and is calculated by dividing the net change in the value of an account having a
balance of one share at the beginning of the period by the value of the account
at the beginning of the period and multiplying the quotient by 365/7. For this
purpose the net change in account value would reflect the value of additional
shares purchased with dividends declared on the original share and dividends
declared on both the original share and any such additional shares, but would
not reflect any realized gains or losses as a result of a Fund's investment in a
Portfolio or from the sale of securities or any unrealized appreciation or
depreciation on portfolio securities. The effective yield is calculated
similarly, but when annualized the income earned by the investment during that
seven-day period is assumed to be reinvested. The effective yield is slightly
higher than the yield because of the compounding effect of this assumed
reinvestment. Any effective yield quotation of a Fund so used shall be
calculated by compounding the current yield quotation for such period by
multiplying such quotation by 7/365, adding 1 to the product, raising the sum to
a power equal to 365/7, and subtracting 1 from the result.

U.S. Treasury Reserves and each Tax Free Fund may provide tax equivalent
yield quotations. The tax equivalent yield refers to the yield that a fully
taxable money market fund would have to generate in order to produce an
after-tax yield equivalent to that of a Fund. The use of a tax equivalent yield
allows investors to compare the yield of the Fund, the dividends from which may
be exempt from federal or state personal income tax, with yields of funds the
dividends from which are not tax exempt. Any tax equivalent yield quotation of a
Fund is calculated as follows: If the entire current yield quotation for such
period is tax-exempt, the tax equivalent yield will be the current yield
quotation divided by 1 minus a stated income tax rate or rates. If a portion of
the current yield quotation is not tax-exempt, the tax equivalent yield will be
the sum of (a) that portion of the yield which is tax-exempt divided by 1 minus
a stated income tax rate or rates and (b) the portion of the yield which is not
tax-exempt. A Fund also may provide yield, effective yield and tax equivalent
yield quotations for longer periods.

Each Fund may provide its period and average annualized total rates of
return. The total rate of return refers to the change in the value of an
investment in a Fund over a stated period and is compounded to include the value
of any shares purchased with any dividends or capital gains declared during such
period. A total rate of return quotation for a Fund is calculated for any period
by (a) dividing (i) the sum of the net asset value per share on the last day of
the period and the net asset value per share on the last day of the period of
shares purchasable with dividends and capital gains distributions declared
during such period with respect to a share held at the beginning of such period
and with respect to shares purchased with such dividends and capital gains
distributions, by (ii) the public offering price on the first day of such
period, and (b) subtracting 1 from the result. Period total rate of return may
be annualized. An annualized total rate of return assumes that the period total
rate of return is generated over a one-year period. Any annualized total rate of
return quotation is calculated by (x) adding 1 to the period total rate of
return quotation calculated above, (y) raising such sum to a power which is
equal to 365 divided by the number of days in such period, and (z) subtracting 1
from the result.

U.S. Treasury Reserves and each Tax Free Fund may provide tax equivalent
total rates of return. The tax equivalent total rate of return refers to the
total rate of return that a fully taxable money market fund would have to
generate in order to produce an after-tax total rate of return equivalent to
that of a Fund. The use of a tax equivalent total rate of return allows
investors to compare the total rates of return of a Fund, the dividends from
which may be exempt from federal or state personal income taxes, with the total
rates of return of funds the dividends from which are not tax exempt. Any tax
equivalent total rate of return quotation of a Fund is calculated as follows: If
the entire current total rate of return quotation for such period is tax-exempt,
the tax equivalent total rate of return will be the current total rate of return
quotation divided by 1 minus a stated income tax rate or rates. If a portion of
the current total rate of return quotation is not tax-exempt, the tax equivalent
total rate of return will be the sum of (a) that portion of the total rate of
return which is tax-exempt divided by 1 minus a stated income tax rate or rates
and (b) the portion of the total rate of return which is not tax-exempt.

Set forth below is total rate of return information, assuming that dividends
and capital gains distributions, if any, were reinvested, for each Fund (using
the Class N shares of Cash Reserves) for the periods indicated, at the beginning
of which periods no sales charges were applicable to purchases of shares of the
Funds. The Class A and B shares of Cash Reserves are newly offered and have no
investment history. Performance results include any applicable fee waivers or
expense subsidies in place during the time period, which may cause the results
to be more favorable than they would otherwise have been.

<TABLE>
<CAPTION>
REDEEMABLE VALUE
ANNUALIZED OF A HYPOTHETICAL
TOTAL $1,000 INVESTMENT
PERIOD RATE OF RETURN AT THE END OF THE PERIOD
- ------ -------------- ------------------------
<S> <C> <C>
CASH RESERVES
Ten years ended August 31, 1998 ........................... 5.40% $1,692.35
Five years ended August 31, 1998 .......................... 4.77% $1,262.30
One year ended August 31, 1998 ............................ 5.17% $1,051.68

U.S. TREASURY RESERVES
May 3, 1991 (commencement of operations)
to August 31, 1998 ...................................... 4.09% $1,342.17
Five years ended August 31, 1998 .......................... 4.34% $1,236.78
One year ended August 31, 1998 ............................ 4.65% $1,046.48

TAX FREE RESERVES
Ten years ended August 31, 1998 ........................... 3.57% $1,419.67
Five years ended August 31, 1998 .......................... 2.88% $1,152.58
One year ended August 31, 1998 ............................ 3.08% $1,030.84

<CAPTION>
REDEEMABLE VALUE
ANNUALIZED OF A HYPOTHETICAL
TOTAL $1,000 INVESTMENT
PERIOD RATE OF RETURN AT THE END OF THE PERIOD
- ------ -------------- ------------------------
<S> <C> <C>
CALIFORNIA TAX FREE RESERVES
March 10, 1992 (commencement of operations)
to August 31, 1998 ...................................... 2.88% $1,201.86
Five years ended August 31, 1998 .......................... 2.97% $1,157.42
One year ended August 31, 1998 ............................ 2.97% $1,029.67

CONNECTICUT TAX FREE RESERVES
December 31, 1993 (commencement of operations)
to August 31, 1998 ...................................... 3.06% $1,153.94
One year ended August 31, 1998 ............................ 3.01% $1,030.12

NEW YORK TAX FREE RESERVES
Ten years ended August 31, 1998 ........................... 3.37% $1,393.00
Five years ended August 31, 1998 .......................... 2.83% $1,149.69
One year ended August 31, 1998 ............................ 3.03% $1,030.32

The following table shows the annualized yield and effective compound annualized yield for each
Fund (using the Class N shares of Cash Reserves) for the seven-day period ended August 31, 1998:

<CAPTION>
COMPOUND
ANNUALIZED YIELD ANNUALIZED YIELD
---------------- ----------------
<S> <C> <C>
Cash Reserves ............................................... 5.01% 5.13%
U.S. Treasury Reserves ...................................... 4.41% 4.50%
Tax Free Reserves ........................................... 2.83% 2.87%
California Tax Free Reserves ................................ 2.63% 2.67%
Connecticut Tax Free Reserves ............................... 2.95% 3.00%
New York Tax Free Reserves .................................. 2.79% 2.82%
</TABLE>

The annualized tax equivalent yields for the seven-day period ended August
31, 1998 were as follows: U.S. Treasury Reserves 4.97% (assuming a combined
state and local tax rate of 11.307% for New York City residents); Tax Free
Reserves 4.69% (assuming a federal tax bracket of 39.60%); California Tax Free
Reserves 3.72% (assuming (i) a combined California State and federal tax bracket
of 45.22% and (ii) that 77.55% of the Fund's assets were invested in California
Municipal Obligations); Connecticut Tax Free Reserves 3.78% (assuming (i) a
combined Connecticut State and federal tax bracket of 42.32% and (ii) that
74.00% of the Fund's assets were invested in Connecticut Municipal Obligations);
and New York Tax Free Reserves 4.00% (assuming (i) a combined New York State,
New York City and federal tax bracket of 46.43% and (ii) that 76.89% of the
Fund's assets were invested in New York Municipal Obligations).

For advertising and sales purposes, Cash Reserves will generally use the
performance of Class N shares. All outstanding Cash Reserves shares were
designated Class N shares on January 4, 1999. If the performance of Class A or
Class B shares is used for advertising and sales purposes, performance after
class inception on January 4, 1999 will be actual performance, while performance
prior to that date will be Class N performance, adjusted to reflect the
differences in sales charges (but not the differences in fees and expenses)
among the classes. For these purposes, it will be assumed that the maximum
contingent deferred sales charge applicable to the Class B shares is deducted at
the times, in the amount, and under the terms stated in the Prospectus. Class B
share performance generally would have been lower than Class A or Class N
performance, had the Class B shares been offered for the entire period, because
the expenses attributable to Class B shares are higher than the expenses
attributable to the Class A and Class N shares. Fund performance may also be
presented in advertising and sales literature without the inclusion of sales
charges.

4. DETERMINATION OF NET ASSET VALUE

The net asset value of each share of the Funds is determined on each day on
which the New York Stock Exchange is open for trading. This determination is
normally made once during each such day as of 3:00 p.m., Eastern time, for Cash
Reserves and 12:00 noon, Eastern time, for the other Funds. Net asset value is
calculated for each class of Cash Reserves by dividing the value of the Fund's
net assets (i.e., the value of its assets attributable to a class, including its
investment in Cash Reserves Portfolio, less its liabilities, including expenses
payable or accrued) by the number of the shares of the class outstanding at the
time the determination is made. Net asset value is determined for each other
Fund by dividing the value of the Fund's net assets by the number of shares of
the Fund outstanding at the time the determination is made. On days when the
financial markets in which the Funds invest close early, each Fund's net asset
value is determined as of the close of these markets if such time is earlier
than the time at which the net asset value is normally calculated. As of the
date of this Statement of Additional Information, the Exchange is open for
trading every weekday except for the following holidays (or the days on which
they are observed): New Year's Day, Martin Luther King Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. It is anticipated that the net asset value of each share of each
Fund will remain constant at $1.00 and, although no assurance can be given that
they will be able to do so on a continuing basis, as described below, the Funds
and Portfolios employ specific investment policies and procedures to accomplish
this result.

The value of a Portfolio's net assets (i.e., the value of its securities and
other assets less its liabilities, including expenses payable or accrued) is
determined at the same time and on the same days as the net asset value per
share of the corresponding Fund is determined. The net asset value of a Fund's
investment in the corresponding Portfolio is equal to the Fund's pro rata share
of the total investment of the Fund and of other investors in the Portfolio less
the Fund's pro rata share of the Portfolio's liabilities.

The securities held by a Fund or Portfolio are valued at their amortized
cost. Amortized cost valuation involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium. If fluctuating interest rates cause the market value of the securities
held by the Fund or Portfolio to deviate more than 1/2 of 1% from their value
determined on the basis of amortized cost, the applicable Trust's or Portfolio's
Board of Trustees will consider whether any action should be initiated, as
described in the following paragraph. Although the amortized cost method
provides certainty in valuation, it may result in periods during which the
stated value of an instrument is higher or lower than the price the Fund or
Portfolio would receive if the instrument were sold.

Pursuant to the rules of the SEC, the Trusts' and the Portfolios' Boards of
Trustees have established procedures to stabilize the value of the Funds' and
Portfolios' net assets within 1/2 of 1% of the value determined on the basis of
amortized cost. These procedures include a review of the extent of any such
deviation of net asset value, based on available market rates. Should that
deviation exceed 1/2 of 1% for a Fund or Portfolio, the applicable Trust's or
Portfolio's Board of Trustees will consider whether any action should be
initiated to eliminate or reduce material dilution or other unfair results to
investors in the Fund or Portfolio. Such action may include withdrawal in kind,
selling securities prior to maturity and utilizing a net asset value as
determined by using available market quotations. The Funds and Portfolios
maintain a dollar-weighted average maturity of 90 days or less, do not purchase
any instrument with a remaining maturity greater than 397 days or (in the case
of all Funds and Portfolios other than U.S. Treasury Reserves and U.S. Treasury
Reserves Portfolio which may not invest in repurchase agreements) subject to a
repurchase agreement having a duration of greater than 397 days, limit their
investments, including repurchase agreements, to those U.S. dollar-denominated
instruments that are determined by the Adviser to present minimal credit risks
and comply with certain reporting and recordkeeping procedures. The Trusts and
Portfolios also have established procedures to ensure that securities purchased
by the Funds and Portfolios meet high quality criteria. (See "Investment
Objectives, Policies and Restrictions -- Investment Policies.")

Because of the short-term maturities of the portfolio investments of each
Fund, the Funds do not expect to realize long-term capital gains or losses. Any
net realized short-term capital gains will be declared and distributed to the
Funds' shareholders annually after the close of each Fund's fiscal year.
Distributions of short-term capital gains are taxable to shareholders as
described in "Certain Additional Tax Matters." Any realized short-term capital
losses will be offset against short-term capital gains or, to the extent
possible, utilized as capital loss carryover. Each Fund may distribute
short-term capital gains more frequently then annually, reduce shares to reflect
capital losses or make distributions of capital if necessary in order to
maintain the Fund's net asset value of $1.00 per share.

It is expected that each Fund (and each class of a Fund) will have a
positive net income at the time of each determination thereof. If for any reason
a Fund's or a class' net income is a negative amount, which could occur, for
instance, upon default by an issuer of a portfolio security, the Fund would
first offset the negative amount with respect to each shareholder account in
that Fund or class from the dividends declared during the month with respect to
those accounts. If and to the extent that negative net income exceeds declared
dividends at the end of the month, the Fund would reduce the number of
outstanding Fund shares of that Fund or class by treating each shareholder as
having contributed to the capital of the Fund that number of full and fractional
shares in the shareholder's account which represents the shareholder's share of
the amount of such excess. Each shareholder would be deemed to have agreed to
such contribution in these circumstances by investment in the Fund.

Subject to compliance with applicable regulations, the Trust and the
Portfolios have each reserved the right to pay the redemption price of shares of
the Funds or beneficial interests in the Portfolios, either totally or
partially, by a distribution in kind of readily marketable securities (instead
of cash). The securities so distributed would be valued at the same amount as
that assigned to them in calculating the net asset value for the shares or
beneficial interests being sold. If a holder of shares or beneficial interests
received a distribution in kind, such holder could incur brokerage or other
charges in converting the securities to cash.

Shareholders may redeem Fund shares by sending written instructions in
proper form (as determined by a shareholder's Shareholder Servicing Agent) to
their Shareholder Servicing Agents. Shareholders are responsible for ensuring
that a request for redemption is in proper form.

Shareholders may redeem or exchange Fund shares by telephone, if their
account applications so permit, by calling their Shareholder Servicing Agents.
During periods of drastic economic or market changes or severe weather or other
emergencies, shareholders may experience difficulties implementing a telephone
exchange or redemption. In such an event, another method of instruction, such as
a written request sent via an overnight delivery service, should be considered.
The Funds and each Shareholder Servicing Agent will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine. These
procedures may include recording of the telephone instructions and verification
of a caller's identity by asking for the shareholder's name, address, telephone
number, Social Security number, and account number. If these or other reasonable
procedures are not followed, the Fund or the Shareholder Servicing Agent may be
liable for any losses to a shareholder due to unauthorized or fraudulent
instructions. Otherwise, the shareholders will bear all risk of loss relating to
a redemption or exchange by telephone.

The Trusts and the Portfolios may suspend the right of redemption or
postpone the date of payment for shares of a Fund or beneficial interests in a
Portfolio more than seven days during any period when (a) trading in the markets
the Fund or Portfolio normally utilizes is restricted, or an emergency, as
defined by the rules and regulations of the SEC, exists making disposal of the
Fund's or Portfolio's investments or determination of its net asset value not
reasonably practicable; (b) the New York Stock Exchange is closed (other than
customary weekend and holiday closings); or (c) the SEC has by order permitted
such suspension.

5. MANAGEMENT

Each Fund and Portfolio is supervised by a Board of Trustees. In each case,
a majority of the Trustees are not affiliated with the Adviser. In addition, a
majority of the disinterested Trustees of Cash Reserves, U.S. Treasury Reserves
and Tax Free Reserves are different from a majority of the disinterested
Trustees of their corresponding Portfolios.

The Trustees and officers of the Trusts and the Portfolios, their ages and
their principal occupations during the past five years are set forth below.
Their titles may have varied during that period. Asterisks indicate that those
Trustees and officers are "interested persons" (as defined in the 1940 Act) of a
Trust or a Portfolio. Unless otherwise indicated below, the address of each
Trustee and officer is 21 Milk Street, Boston, Massachusetts. The address of
Cash Reserves Portfolio is Elizabethan Square, George Town, Grand Cayman,
British West Indies. The address of U.S. Treasury Reserves Portfolio and Tax
Free Reserves Portfolio is 21 Milk Street, Boston, Massachusetts.

TRUSTEES OF CITIFUNDS TRUST III AND TAX FREE RESERVES

PHILIP W. COOLIDGE; 47* -- President of the Trusts and the Portfolios; Chief
Executive Officer and President, Signature Financial Group, Inc. and CFBDS.

C. OSCAR MORONG, JR.; 63 -- Chairman of the Boards of Trustees of the Trusts;
Managing Director, Morong Capital Management (since February, 1993); Senior Vice
President and Investment Manager, CREF Investments, Teachers Insurance & Annuity
Association (retired January, 1993); Director, Indonesia Fund; Director, MAS
Funds. His address is 1385 Outlook Drive West, Mountainside, New
Jersey.

WALTER E. ROBB, III; 72 -- President, Benchmark Consulting Group, Inc. (since
1991); Principal, Robb Associates (Corporate Financial Advisors) (since 1978);
President, Benchmark Advisors, Inc. (Corporate Financial Advisors) (since
1989); Trustee of certain registered investment companies in the MFS Family of
Funds. His address is 35 Farm Road, Sherborn, Massachusetts.

E. KIRBY WARREN; 64 -- Professor of Management, Graduate School of Business,
Columbia University (since 1987). Samuel Bronfman Professor of Democratic
Business Enterprise (1978 to 1987). His address is Columbia University, Graduate
School of Business, 725 Uris Hall, New York, New York.

TRUSTEES OF CITIFUNDS MULTI-STATE TAX FREE TRUST

ELLIOTT J. BERV; 55 -- Chairman and Director, Catalyst, Inc. (Management
Consultants) (since June, 1992); President, Chief Operating Officer and
Director, Deven International, Inc. (International Consultants) (June, 1991 to
June, 1992); President and Director, Elliott J. Berv & Associates (Management
Consultants) (since May, 1984). His address is 24 Atlantic Drive, Scarborough,
Maine.

PHILIP W. COOLIDGE; 47* -- President of the Trusts and the Portfolios; Chief
Executive Officer and President, Signature Financial Group, Inc. and CFBDS.

MARK T. FINN; 55 -- President and Director, Delta Financial, Inc. (since June,
1983); Chairman of the Board and Chief Executive Officer, FX 500 Ltd.
(Commodity Trading Advisory Firm) (since April, 1990); General Partner and
shareholder, Greenwich Ventures LLC (Investment Partnership) (since January,
1996); President and Secretary, Phoenix Trading Co. (Commodity Trading
Advisory Firm) (since March, 1997); Director, Vantage Consulting Group, Inc.
(since October, 1988). His address is 3500 Pacific Avenue, P.O. Box 539,
Virginia Beach, Virginia.

RILEY C. GILLEY; 72 -- Vice President and General Counsel, Corporate Property
Investors (November, 1988 to December, 1991); Partner, Breed, Abbott & Morgan
(Attorneys) (Retired, December, 1987). His address is 4041 Gulf Shore
Boulevard North, Naples, Florida.

DIANA R. HARRINGTON; 58 -- Professor, Babson College (since September, 1993);
Visiting Professor, Kellogg Graduate School of Management, Northwestern
University (September, 1992 to September, 1993); Professor, Darden Graduate
School of Business, University of Virginia (September, 1978 to September, 1993);
Trustee, The Highland Family of Funds (March, 1997 to March, 1998). Her address
is 120 Goulding Street, Holliston, Massachusetts.

SUSAN B. KERLEY; 47 -- President, Global Research Associates, Inc. (Investment
Research) (since August, 1990); Manager, Rockefeller & Co. (March, 1988 to
July, 1990); Trustee, Mainstay Institutional Funds (since December, 1990). Her
address is P.O. Box 9572, New Haven, Connecticut.

E. KIRBY WARREN; 64 -- Professor of Management, Graduate School of Business,
Columbia University (since 1987); Samuel Bronfman Professor of Democratic
Business Enterprise (1978 to 1987). His address is Columbia University, Graduate
School of Business, 725 Uris Hall, New York, New York.

WILLIAM S. WOODS, JR.; 78 -- Vice President - Investments, Sun Company, Inc.
(retired, April, 1984). His address is 35 Colwick Road, Cherry Hill, New
Jersey.

TRUSTEES OF THE PORTFOLIOS

PHILIP W. COOLIDGE; 47* -- President of the Trusts and the Portfolios; Chief
Executive Officer and President, Signature Financial Group, Inc. and CFBDS.

OFFICERS OF THE TRUSTS AND PORTFOLIOS

PHILIP W. COOLIDGE; 47* -- President of the Trusts and the Portfolios; Chief
Executive Officer and President, Signature Financial Group, Inc., and CFBDS.

CHRISTINE A. DRAPEAU; 28* -- Assistant Secretary and Assistant Treasurer of
Trusts and the Portfolios; Vice President, Signature Financial Group, Inc.
(since January, 1996); Paralegal and Compliance Officer, various financial
companies (July, 1992 to January, 1996).

TAMIE EBANKS-CUNNINGHAM; 26* -- Assistant Secretary of the Trusts and the
Portfolios; Office Manager, Signature Financial Group (Cayman) Ltd. (Since April
1995); Administrator, Cayman Islands Primary School (prior to April 1995). Her
address is P.O. Box 2494, Elizabethan Square, George Town, Grand Cayman, Cayman
Islands, B.W.I.

JOHN R. ELDER; 50* -- Treasurer of the Trusts and the Portfolios; Vice
President, Signature Financial Group, Inc. (since April, 1995); Assistant
Treasurer, CFBDS (since April 1995); Treasurer, Phoenix Family of Mutual Funds
(Phoenix Home Life Mutual Insurance Company) (1983 to March, 1995).

LINDA T. GIBSON; 33* -- Secretary of the Trusts and the Portfolios; Senior
Vice President, Signature Financial Group, Inc.; Secretary, CFBDS.

JAMES E. HOOLAHAN; 51* -- Vice President, Assistant Secretary and Assistant
Treasurer of the Trusts and the Portfolios; Senior Vice President, Signature
Financial Group, Inc.

SUSAN JAKUBOSKI; 34* -- Vice President, Assistant Treasurer and Assistant
Secretary of the Trusts and the Portfolios; Vice President, Signature Financial
Group (Cayman) Ltd. (since August, 1994); Fund Compliance Administrator, Concord
Financial Group (November, 1990 to August, 1994). Her address is Suite 193, 12
Church St., Hamilton HM11, Bermuda.

MOLLY S. MUGLER; 47* -- Assistant Secretary and Assistant Treasurer of the
Trusts and the Portfolios; Vice President, Signature Financial Group, Inc.;
Assistant Secretary, CFBDS.

CLAIR TOMALIN; 30* -- Assistant Secretary of the Trusts and the Portfolios;
Office Manager, Signature Financial Group (Europe) Limited. Her address is 117
Charterhouse Street, London ECIM 6AA.

SHARON M. WHITSON; 50* -- Assistant Secretary and Assistant Treasurer of the
Trusts and the Portfolios; Assistant Vice President, Signature Financial
Group, Inc.

JULIE J. WYETZNER; 39* -- Vice President, Assistant Secretary and Assistant
Treasurer of the Trusts and the Portfolios; Vice President, Signature
Financial Group, Inc.

The Trustees and officers of the Trusts and the Portfolios also hold
comparable positions with certain other funds for which CFBDS or an affiliate
serves as the distributor or administrator.
<PAGE>

<TABLE>
<CAPTION>
TRUSTEES COMPENSATION TABLE

TOTAL
COMPEN-
SATION
PENSION OR FROM THE
AGGREGATE AGGREGATE AGGREGATE AGGREGATE RETIREMENT TRUSTS AND
AGGREGATE COMPEN- AGGREGATE COMPEN- COMPEN- COMPEN- BENEFITS ESTIMATED FUND
COMPEN- SATION FROM COMPEN- SATION FROMSATION FROMSATION FROM ACCRUED ANNUAL COMPLEX
SATION FROM U.S. SATION FROMCALIFORNIA CONNECTICUT NEW YORK AS PART BENEFITS PAID TO
CASH TREASURY TAX FREE TAX FREE TAX FREE TAX FREE OF FUND UPON TRUSTEES
TRUSTEE RESERVES(1) RESERVES(1) RESERVES(1)RESERVES(1)RESERVES(1)RESERVES(1) EXPENSES RETIREMENT (1)(2)
- ------- ----------- ----------- -------------------------------------------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Elliott J. Berv .............. N/A N/A N/A $1,402 $1,315 $4,419 None None $57,000
Philip W. Coolidge ........... $0 $0 $0 $0 $0 $0 None None $0
Mark T. Finn ................. N/A N/A N/A $1,276 $1,210 $3,733 None None $54,000
Riley C. Gilley .............. N/A N/A N/A $1,582 $1,468 $5,411 None None $50,000
Diana R. Harrington .......... N/A N/A N/A $2,030 $1,835 $7,742 None None $57,000
Susan B. Kerley .............. N/A N/A N/A $2,104 $1,894 $8,089 None None $59,000
C. Oscar Morong, Jr. ......... $14,468 $3,960 $5,898 $2,385 $2,128 $9,649 None None $70,000
Walter E. Robb, III (3) ...... $0 $0 $0 $1,430 $1,336 $4,527 None None $56,000
E. Kirby Warren .............. $8,080 $2,620 $4,310 $1,665 $1,537 $5,847 None None $50,000
William S. Woods, Jr. (4) .... $6,482 $3,329 $5,170 $2,071 $1,866 $7,821 None None $58,000
- ----------

(1) Information is for the fiscal year ended August 31, 1998.
(2) Messrs. Berv, Coolidge, Finn, Gilley, Morong, Robb, Warren and Woods and Mses. Harrington and Kerley are trustees of 27, 49,
26, 33, 40, 30, 40, 26, 28 and 28 funds and portfolios, respectively, in the family of open-end registered investment companies
advised or managed by Citibank.
(3) Mr. Robb was appointed as a trustee of CitiFunds Trust III and Tax Free Reserves as of September 1, 1998.
(4) Mr. Woods resigned as a trustee of CitiFunds Trust III and Tax Free Reserves as of September 1, 1998.
</TABLE>

As of December 31, 1998, all Trustees and officers as a group owned less
than 1% of each Fund's outstanding shares. As of the same date, more than 95% of
the outstanding shares of each Fund were held of record by Citibank or an
affiliate, as a Shareholder Servicing Agent of the Funds, for the accounts of
their respective clients.

The Declaration of Trust of each of the Trusts and the Portfolios provides
that such Trust or Portfolio, as the case may be, will indemnify its Trustees
and officers against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with such
Trust or Portfolio, as the case may be, unless, as to liability to such Trust or
Portfolio or its respective investors, it is finally adjudicated that they
engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in their offices, or unless with respect to any
other matter it is finally adjudicated that they did not act in good faith in
the reasonable belief that their actions were in the best interests of such
Trust or Portfolio, as the case may be. In the case of settlement, such
indemnification will not be provided unless it has been determined by a court or
other body approving the settlement or other disposition, or by a reasonable
determination, based upon a review of readily available facts, by vote of a
majority of disinterested Trustees of such Trust or Portfolio, or in a written
opinion of independent counsel, that such officers or Trustees have not engaged
in willful misfeasance, bad faith, gross negligence or reckless disregard of
their duties.

ADVISER

Citibank manages the assets of each Portfolio and CitiFunds Multi-State Tax
Free Trust pursuant to separate investment advisory agreements (the "Advisory
Agreements"). Subject to such policies as the Board of Trustees of the
Portfolios or Trust, as applicable, may determine, the Adviser manages the
securities of each Portfolio and California Tax Free Reserves, Connecticut Tax
Free Reserves and New York Tax Free Reserves and makes investment decisions for
each Portfolio and such Funds. The Adviser furnishes at its own expense all
services, facilities and personnel necessary in connection with managing each
Portfolio's and California Tax Free Reserves', Connecticut Tax Free Reserves'
and New York Tax Free Reserves' investments and effecting securities
transactions for each Portfolio and such Funds. Each of the Advisory Agreements
will continue in effect as long as such continuance is specifically approved at
least annually by the Board of Trustees of the applicable Portfolio or Trust or
by a vote of a majority of the outstanding voting securities of the applicable
Portfolio or Fund, and, in either case, by a majority of the Trustees of the
applicable Portfolio or Trust who are not parties to such Advisory Agreement or
interested persons of any such party, at a meeting called for the purpose of
voting on the Advisory Agreement.

Each Advisory Agreement provides that the Adviser may render services to
others. Each Advisory Agreement is terminable without penalty on not more than
60 days' nor less than 30 days' written notice by the applicable Portfolio or
Trust when authorized either by a vote of a majority of the outstanding voting
securities of the applicable Portfolio or Fund or by a vote of a majority of the
Board of Trustees of the applicable Portfolio or Trust, or by the Adviser on not
more than 60 days' nor less than 30 days' written notice, and will automatically
terminate in the event of its assignment. Each Advisory Agreement provides that
neither the Adviser nor its personnel shall 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 security transactions for the applicable
Portfolio or Fund, except for willful misfeasance, bad faith or gross negligence
or reckless disregard of its or their obligations and duties under the Advisory
Agreement.

For its services under the Advisory Agreements, the Adviser receives
investment advisory fees, which are accrued daily and paid monthly, of 0.15% of
Cash Reserves Portfolio's and U.S. Treasury Reserves Portfolio's average daily
net assets and 0.20% of Tax Free Reserves Portfolio's, California Tax Free
Reserves', Connecticut Tax Free Reserves' and New York Tax Free Reserves'
average daily net assets, in each case on an annualized basis for the Fund's or
Portfolio's then-current fiscal year. The Adviser has voluntarily agreed to
waive a portion of its investment advisory fee.

CASH RESERVES PORTFOLIO: For the fiscal years ended August 31, 1996, 1997
and 1998, the fees paid to Citibank under the Advisory Agreement, after waivers,
were $2,713,691, $4,395,286 and $6,739,206, respectively.

U.S. TREASURY RESERVES PORTFOLIO: For the fiscal years ended August 31,
1996, 1997 and 1998, the fees paid to Citibank under the Advisory Agreement,
after waivers, were $373,944, $494,339 and $578,350, respectively.

TAX FREE RESERVES PORTFOLIO: For the fiscal years ended August 31, 1996,
1997 and 1998, the fees paid to Citibank under the Advisory Agreement, after
waivers, were $737,021, $506,142 and $659,288, respectively.

CALIFORNIA TAX FREE RESERVES: For the fiscal years ended August 31, 1996,
1997 and 1998, the fees paid to Citibank under the Advisory Agreement, after
waivers, were $4,795, $187,339 and $292,561, respectively.

CONNECTICUT TAX FREE RESERVES: For the fiscal years ended August 31, 1996,
1997 and 1998, the fees paid to Citibank under the Advisory Agreement, after
waivers, were $4,398, $141,986 and $173,117, respectively.

NEW YORK TAX FREE RESERVES: For the fiscal years ended August 31, 1996, 1997
and 1998, the fees paid to Citibank under the Advisory Agreement, after waivers,
were $1,041,646, $1,144,036 and $1,316,731, respectively.

Citibank and its affiliates may have deposit, loan and other relationships
with the issuers of securities purchased on behalf of the Funds, including
outstanding loans to such issuers which may be repaid in whole or in part with
the proceeds of securities so purchased. Citibank has informed the Funds that,
in making its investment decisions, it does not obtain or use material inside
information in the possession of any division or department of Citibank or in
the possession of any affiliate of Citibank.

The Glass-Steagall Act prohibits certain financial institutions, such as
Citibank, from underwriting securities of open-end investment companies, such as
the Funds. Citibank believes that its services under the Investment Advisory
Agreements and the activities performed by it or its affiliates as Shareholder
Servicing Agents and sub-administrator are not underwriting and are consistent
with the Glass-Steagall Act and other relevant federal and state laws. However,
there is no controlling precedent regarding the performance of the combination
of investment advisory, shareholder servicing and sub-administrative activities
by banks. State laws on this issue may differ from applicable federal law and
banks and financial institutions may be required to register as dealers pursuant
to state securities laws. Changes in either federal or state statutes or
regulations, or in their interpretations, could prevent Citibank or its
affiliates from continuing to perform these services. If Citibank or its
affiliates were to be prevented from acting as the Adviser, sub-administrator or
a Shareholder Servicing Agent, the Funds or Portfolios would seek alternative
means for obtaining these services. The Funds do not expect that shareholders
would suffer any adverse financial consequences as a result of any such
occurrence.

ADMINISTRATORS

Pursuant to Administrative Services Agreements (the "Administrative Services
Agreements"), CFBDS provides the Trusts, U.S. Treasury Reserves Portfolio and
Tax Free Reserves Portfolio, and SFG provides Cash Reserves Portfolio, with
general office facilities, and CFBDS supervises the overall administration of
the Trusts, U.S. Treasury Reserves Portfolio and Tax Free Reserves Portfolio and
SFG supervises the overall administration of Cash Reserves Portfolio, including,
among other responsibilities, the negotiation of contracts and fees with, and
the monitoring of performance and billings of, the independent contractors and
agents of the Trusts and the Portfolios; the preparation and filing of all
documents required for compliance by the Trusts and the Portfolios with
applicable laws and regulations; and arranging for the maintenance of books and
records of the Trusts and the Portfolios. CFBDS and SFG provide persons
satisfactory to the Board of Trustees of the Trusts and the Portfolios to serve
as Trustees and officers of the Trusts and the Portfolios. Such Trustees and
officers may be directors, officers or employees of CFBDS, SFG or their
affiliates.

For these services, the Administrators receive fees accrued daily and paid
monthly of 0.35% of the average daily net assets of Cash Reserves and U.S.
Treasury Reserves, 0.25% of the average daily net assets of each Tax Free Fund
and 0.05% of the assets of each Portfolio, in each case on an annualized basis
for the Fund's or the Portfolio's then-current fiscal year. However, each of the
Administrators may voluntarily agree to waive a portion of the fees payable to
it.

CASH RESERVES: For the fiscal years ended August 31, 1996, 1997 and 1998,
the fees paid to CFBDS from the Fund under the Administrative Services
Agreement, after waivers, were $3,176,058, $4,429,870 and $5,538,777,
respectively. For the fiscal years ended August 31, 1996, 1997 and 1998, the
fees payable to SFG under the Administrative Services Agreement were voluntarily
waived.

U.S. TREASURY RESERVES: For the fiscal years ended August 31, 1996, 1997 and
1998, the fees paid to CFBDS from the Fund under the Administrative Services
Agreement with the Trust, after waivers, were $747,957, $897,971 and $846,110,
respectively. For the fiscal years ended August 31, 1996, 1997 and 1998, the
fees payable to CFBDS under the Administrative Services Agreement with the
Portfolio were voluntarily waived.

TAX FREE RESERVES: For the fiscal years ended August 31, 1996, 1997 and
1998, the fees paid to CFBDS from the Fund under the Administrative Services
Agreement with the Trust, after waivers, were $261,250, $522,829 and $784,522,
respectively. For the fiscal years ended August 31, 1996 and 1997, the fees
payable to CFBDS under the Administrative Services Agreement with the Portfolio,
after waivers, were $180,025 and $79,252, respectively. For the fiscal year
ended August 31, 1998, the fees payable to CFBDS under the Administrative
Services Agreement with the Portfolio were voluntarily waived.

CALIFORNIA TAX FREE RESERVES: For the fiscal years ended August 31, 1996,
1997 and 1998, the fees paid to CFBDS from the Fund under the Administrative
Services Agreement with the Trust, after waivers, were $166,107, $301,183 and
$422,331, respectively.

CONNECTICUT TAX FREE RESERVES: For the fiscal years ended August 31, 1996,
1997 and 1998, the fees paid to CFBDS from the Fund under the Administrative
Services Agreement with the Trust, after waivers, were $117,484, $234,859 and
$253,409, respectively.

NEW YORK TAX FREE RESERVES: For the fiscal years ended August 31, 1996, 1997
and 1998, the fees paid to CFBDS from the Fund under the Administrative Services
Agreement with the Trust, after waivers, were $1,539,536, $1,711,547 and
$1,872,505, respectively.

By Agreement, the Trusts acknowledge that the name CitiFunds is the property
of Citigroup Inc. and provide that if Citibank ceases to serve as the Adviser of
the Trusts, the Trusts and the Funds will change their respective names so as to
delete the word CitiFunds. The Agreements with the Trusts also provide that
Citibank may permit other investment companies in addition to the Trusts to use
the word "CitiFunds" in their names.

The Administrative Services Agreements with the Trusts continue in effect as
to a Fund if such continuance is specifically approved at least annually by the
respective Trust's Board of Trustees or by a vote of a majority of the
outstanding voting securities of applicable Fund and, in either case, by a
majority of the Trustees of the Trust who are not interested parties of the
Trust or CFBDS. The Administrative Services Agreements with the Trusts terminate
automatically if they are assigned and may be terminated as to a Fund by the
applicable Trust without penalty by vote of a majority of the outstanding voting
securities of the Fund or by either party on not more than 60 days' nor less
than 30 days' written notice. The Administrative Services Agreements with the
Trusts also provide that neither CFBDS nor its personnel shall be liable for any
error of judgment or mistake of law or for any act or omission in the
administration or management of the Trusts, except for willful misfeasance, bad
faith or gross negligence in the performance of its or their duties or by reason
of reckless disregard of its or their obligations and duties under the
Administrative Services Agreements.

CFBDS has agreed to reimburse the Funds (or any class of a Fund) for any
operating expenses (exclusive of interest, taxes, brokerage, and extraordinary
expenses) which in any year exceed the limits prescribed by any state in which
the Funds' shares are qualified for sale. The expenses incurred by the Funds for
distribution purposes pursuant to the Trusts' Distribution Plans are included
within such operating expenses only to the extent required by any state in which
the Funds' shares are qualified for sale. The Trusts may elect not to qualify
each Fund's shares for sale in every state. The Trusts believe that currently
the most restrictive expense ratio limitation imposed by any state is 2 1/2% of
the first $30 million of a Fund's average net assets for its then-current fiscal
year, 2% of the next $70 million of such assets, and 1 1/2% of such assets in
excess of $100 million. For the purpose of this obligation to reimburse
expenses, the Fund's or class' annual expenses are estimated and accrued daily,
and any appropriate estimated payments will be made by CFBDS. Subject to the
obligation of CFBDS to reimburse the Funds for their excess expenses as
described above, the Trusts have, under their respective Administrative Services
Agreements, confirmed their obligation for payment of all other expenses of the
Funds.

The Administrative Services Agreements with the Portfolios provide that
CFBDS or SFG, as the case may be, may render administrative services to others.
The Administrative Services Agreement with each Portfolio terminates
automatically if it is assigned and may be terminated without penalty by a vote
of a majority of the outstanding voting securities of the Portfolio or by either
party on not more than 60 days' nor less than 30 days' written notice. The
Administrative Services Agreement with each Portfolio also provides that neither
CFBDS or SFG, as the case may be, nor its personnel shall be liable for any
error of judgment or mistake of law or for any act or omission in the
administration or management of the Portfolio, except for willful misfeasance,
bad faith or gross negligence in the performance of its or their duties or by
reason of reckless disregard of its or their obligations and duties under the
Administrative Services Agreement.

CFBDS and SFG are wholly-owned subsidiaries of Signature Financial Group,
Inc.

Pursuant to Sub-Administrative Services Agreements (the "Sub- Administrative
Agreements"), Citibank performs such sub-administrative duties for the Trusts
and the Portfolios as are from time to time agreed upon by Citibank and, as the
case may be, CFBDS or SFG. Citibank's sub-administrative duties may include
providing equipment and clerical personnel necessary for maintaining the
organization of the Trusts and the Portfolios, participation in preparation of
documents required for compliance by the Trusts and the Portfolios with
applicable laws and regulations, preparation of certain documents in connection
with meetings of Trustees and shareholders of the Trusts and Portfolios, and
other functions which would otherwise be performed by CFBDS as set forth above.
For performing such sub-administrative services, Citibank receives such
compensation as is from time to time agreed upon by Citibank and, as the case
may be, CFBDS or SFG not in excess of the amount paid to CFBDS or SFG for its
services under the applicable Administrative Services Agreement. All such
compensation is paid by CFBDS or SFG, as the case may be.

DISTRIBUTOR

Each of the Trusts has adopted a Distribution Plan ("Distribution Plan") in
accordance with Rule 12b-1 under the 1940 Act after having concluded that there
is a reasonable likelihood such Distribution Plan will benefit the applicable
Funds and their shareholders. Each Distribution Plan (other than the Plans
adopted by CitiFunds(SM) Trust III with respect to Class A and Class B shares of
Cash Reserves) provides that the applicable Trust shall pay a distribution fee
to the Distributor at an annual rate not to exceed 0.10% of the average daily
net assets of each Fund (exclusive of any advertising expenses incurred by the
Distributor in connection with the sale of shares of each Fund).

The Distribution Plans (other than the Plans adopted by CitiFunds(SM) Trust
III with respect to Class A and Class B shares of Cash Reserves) also permit
each Fund to pay the Distributor an additional fee (not to exceed 0.10% per
annum of the average daily net assets) in anticipation of, or as reimbursement
for, print or electronic media advertising expenses incurred in connection with
the sale of Fund shares. No payments under a Distribution Plan are made to
Shareholder Servicing Agents, although Shareholder Servicing Agents receive
payments under the Administrative Services Plans referred to below.

The Distribution Plans for the Class A and Class B shares of Cash Reserves
provide that the Class A and Class B shares shall pay a distribution and/or
service fee at an annual rate not to exceed 0.20% and 0.75%, respectively, of
the average daily net assets of the Class A and Class B shares. The Class N
shares of Cash Reserves pay the same distribution fees as the other Funds (see
above).

Each Distribution Plan continues in effect if such continuance is
specifically approved at least annually by a vote of both a majority of the
applicable Trust's Trustees and a majority of the Trust's Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Distribution Plan or in any agreement related
to the Plan ("Qualified Trustees"). Each Distribution Plan requires that the
applicable Trust and the Distributor shall provide to the Board of Trustees, and
the Board of Trustees shall review, at least quarterly, a written report of the
amounts expended (and the purposes therefor) under the Distribution Plan. Each
Distribution Plan further provides that the selection and nomination of the
Qualified Trustees is committed to the discretion of the disinterested Trustees
(as defined in the 1940 Act) then in office. Each Distribution Plan may be
terminated with respect to any Fund at any time by a vote of a majority of the
applicable Trust's Qualified Trustees or by a vote of a majority of the
outstanding voting securities of the Fund or, in the case of the Distribution
Plans in effect for Cash Reserves, the Distribution Plan with respect to a class
may be terminated by a vote of a majority of the outstanding voting securities
of such class. A Distribution Plan may not be amended to increase materially the
amount of a Fund's or class' permitted expenses thereunder without the approval
of a majority of the outstanding voting securities of that Fund or class as the
case may be, and may not be materially amended in any case without a vote of the
majority of both the Trustees and the Qualified Trustees. The Distributor will
preserve copies of any plan, agreement or report made pursuant to a Distribution
Plan for a period of not less than six years from the date of the Plan, and for
the first two years the Distributor will preserve such copies in an easily
accessible place.

As contemplated by each Distribution Plan, CFBDS acts as the agent of the
Funds in connection with the offering of shares of the Funds pursuant to a
Distribution Agreement (the "Distribution Agreement"). After the prospectus and
periodic reports have been prepared, set in type and mailed to existing
shareholders, the Distributor pays for the printing and distribution of copies
of the prospectuses and periodic reports which are used in connection with the
offering of shares of the each of the Funds to prospective investors. The
Prospectus contains a description of fees payable to the Distributor under the
Distribution Agreements. During the period they are in effect, each Distribution
Plan and Distribution Agreement obligates the applicable Funds to pay
distribution fees to CFBDS as compensation for its distribution activities, not
as reimbursement for specific expenses incurred. Thus, even if CFBDS's expenses
exceed its distribution fees for any Fund, the Fund will not be obligated to pay
more than those fees and, if CFBDS's expenses are less than such fees, it will
retain its full fees and realize a profit. Each Fund will pay the distribution
fees to CFBDS until either its Distribution Plan or Distribution Agreement is
terminated or not renewed. In that event, CFBDS's expenses in excess of
distribution fees received or accrued through the termination date will be
CFBDS's sole responsibility and not obligations of the Fund. The Distributor has
voluntarily agreed to waive a portion of the fees payable to it by Connecticut
Tax Free Reserves and New York Tax Free Reserves on a month-to-month basis.

CASH RESERVES: For the fiscal years ended August 31, 1996, 1997 and 1998,
the fees paid from the Fund to the Distributor under the Distribution Agreement
for Class N shares, after waivers, were $663,261, $996,306 and $1,262,825,
respectively, none of which was applicable to print or electronic media
advertising.

U.S. TREASURY RESERVES: For the fiscal years ended August 31, 1996, 1997 and
1998, the fees paid from the Fund to the Distributor under the Distribution
Agreement, after waivers, were $152,890, $194,657 and $184,159, respectively,
none of which was applicable to print or electronic media advertising.

TAX FREE RESERVES: For the fiscal year ended August 31, 1996, all fees
payable to the Distributor under the Distribution Agreement were voluntarily
waived. For the fiscal years ended August 31, 1997 and 1998, the fees paid from
the Fund to the Distributor under the Distribution Agreement, after waivers,
were $162,993 and $273,142, respectively, none of which was applicable to print
or electronic media advertising.

CALIFORNIA TAX FREE RESERVES: For the fiscal year ended August 31, 1996, all
fees payable to the Distributor under the Distribution Agreement were
voluntarily waived. For the fiscal years ended August 31, 1997 and 1998, the
fees paid from the Fund to the Distributor under the Distribution Agreement,
after waivers, were $23,302 and $38,266, respectively, none of which was
applicable to print or electronic media advertising.

CONNECTICUT TAX FREE RESERVES: For the fiscal year ended August 31, 1996,
all fees payable to the Distributor under the Distribution Agreement were
voluntarily waived. For the fiscal years ended August 31, 1997 and 1998, the
fees paid from the Fund to the Distributor under the Distribution Agreement,
after waivers, were $1,483 and $15,904, respectively, none of which was
applicable to print or electronic media advertising.

NEW YORK TAX FREE RESERVES: For the fiscal years ended August 31, 1996, 1997
and 1998, the fees paid from the Fund to the Distributor under the Distribution
Agreement, after waivers, were $382,233, $470,746 and $536,134, respectively,
none of which was applicable to print or electronic media advertising.

SHAREHOLDER SERVICING AGENTS, TRANSFER AGENT AND CUSTODIAN

The Trusts have each adopted an Administrative Services Plan
("Administrative Plan") which provides that the applicable Trust may obtain the
services of an administrator, a transfer agent, a custodian, a fund accountant
and one or more Shareholder Servicing Agents, and may enter into agreements
providing for the payment of fees for such services. Under the Administrative
Services Plans, the total of the fees paid to each Administrator and Shareholder
Servicing Agent and the distribution fee paid to the Distributor (other than any
fee concerning electronic or other media advertising) may not exceed 0.70% of
U.S. Treasury Reserves' average daily net assets, 0.60% of each Tax Free Fund's
average daily net assets or 0.70% of the average daily net assets attributable
to Class N shares of Cash Reserves, in each case on an annualized basis for the
Fund's then-current fiscal year; and such fees with respect to the Class A and
Class B shares of Cash Reserves, excluding any distribution or service fees, may
not exceed 0.70% and of the Fund's average daily net assets attributable to the
appropriate class on an annualized basis for the Fund's then-current fiscal
year. Within this overall limitation, individual fees may vary. Each
Administrative Plan continues in effect if such continuance is specifically
approved at least annually by a vote of both a majority of the applicable
Trust's Trustees and a majority of the Trust's Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Administrative Plan or in any agreement related to such
Plan ("Qualified Trustees"). Each Administrative Plan requires that at least
quarterly the applicable Trust provide to its Board of Trustees and the Board of
Trustees review a written report of the amounts expended (and the purposes
therefor) under the Administrative Plan. Each Administrative Plan may be
terminated with respect to a Fund or a class at any time by a vote of a majority
of the applicable Trust's Qualified Trustees or by a vote of a majority of the
outstanding voting securities of the Fund or the class, as the case may be. An
Administrative Plan may not be amended to increase materially the amount of a
Fund's or a class' permitted expenses thereunder without the approval of a
majority of the outstanding voting securities of the Fund or the class, as the
case may be, and may not be materially amended in any case without a vote of the
majority of both the applicable Trust's Trustees and Qualified Trustees.

Each Trust has entered into a shareholder servicing agreement (a "Servicing
Agreement") with each Shareholder Servicing Agent pursuant to which that
Shareholder Servicing Agent provides shareholder services, including answering
customer inquiries, assisting in processing purchase, exchange and redemption
transactions and furnishing Fund communications to shareholders. For services
provided under each Servicing Agreement, each Shareholder Servicing Agent
receives fees from each Fund at an annual rate of 0.25% of the average daily net
assets of the Fund represented by shares owned by investors for whom such
Shareholder Servicing Agent maintains a servicing relationship. Some Shareholder
Servicing Agents may impose certain conditions on their customers in addition to
or different from those imposed by the Funds, such as requiring a minimum
initial investment or charging their customers a direct fee for their services.
Each Shareholder Servicing Agent has agreed to transmit to its customers who are
shareholders of a Fund appropriate prior written disclosure of any fees that it
may charge them directly and to provide written notice at least 30 days prior to
imposition of any transaction fees. For the fiscal years ended August 31, 1996,
1997 and 1998, aggregate fees paid to Shareholder Servicing Agents under the
Servicing Agreements, after waivers, were as follows: Cash Reserves $3,083,893,
$4,065,240 and $5,026,036, respectively; U.S. Treasury Reserves $737,500,
$848,485 and $797,572, respectively; Tax Free Reserves $976,208, $1,008,233 and
$1,194,360, respectively; California Tax Free Reserves $61,703, $459,224 and
$619,577, respectively; Connecticut Tax Free Reserves $50,991, $77,265 and
$377,316, respectively; and New York Tax Free Reserves $2,181,408, $2,405,573
and $2,634,965, respectively.

Each Trust and Portfolio has entered into a Transfer Agency and Service
Agreement and a Custodian Agreement with State Street Bank and Trust Company
("State Street") pursuant to which State Street (or its affiliate State Street
Canada, Inc.) acts as transfer agent and custodian and performs fund accounting
services. State Street (or its affiliate State Street Canada, Inc.) calculates
the daily net asset value for the Funds and the Portfolios. Securities held for
a Fund or Portfolio may be held by a sub-custodian bank approved by the
applicable Trust's or Portfolio's Trustees.

The Portfolios also have adopted Administrative Services Plans (the
"Portfolio Administrative Plans") which provide that the Portfolios may obtain
the services of an administrator, a transfer agent, a custodian and a fund
accountant, and may enter into agreements providing for the payment of fees for
such services. Under the Portfolio Administrative Plans, the administrative
services fee payable to either CFBDS or SFG, as the case may be, may not exceed
0.05% of a Portfolio's average daily net assets on an annualized basis for its
then-current fiscal year. Each Portfolio Administrative Plan continues in effect
if such continuance is specifically approved at least annually by a vote of both
a majority of the applicable Portfolio's Trustees and a majority of the
Portfolio's Trustees who are not "interested persons" of the Portfolio and who
have no direct or indirect financial interest in the operation of the Portfolio
Administrative Plan or in any agreement related to such Plan ("Qualified
Trustees"). Each Portfolio Administrative Plan requires that the applicable
Portfolio provide to its Board of Trustees and the Board of Trustees review, at
least quarterly, a written report of the amounts expended (and the purposes
therefor) under the Portfolio Administrative Plan. Each Portfolio Administrative
Plan may be terminated at any time by a vote of a majority of the Portfolio's
Qualified Trustees or by a vote of a majority of the outstanding voting
securities of the applicable Portfolio. Neither Portfolio Administrative Plan
may be amended to increase materially the amount of permitted expenses
thereunder without the approval of a majority of the outstanding voting
securities of the applicable Portfolio and may not be materially amended in any
case without a vote of the majority of both the Portfolio's Trustees and the
Portfolio's Qualified Trustees.

6. ADDITIONAL INFORMATION ON THE PURCHASE AND SALE OF
CASH RESERVES SHARES

CLASSES OF SHARES. Cash Reserves offers three classes of shares, Class A,
Class B and Class N shares. The main features of the classes are summarized in
this paragraph. More detailed information appears below. Please determine which
class of shares you are eligible for. Each class is offered only to investors
who meet certain requirements. Class A shares are available only to holders of
Class A shares of other CitiFunds that wish to exchange their shares for shares
of Cash Reserves. Class B shares are available only to holders of Class B shares
of other CitiFunds that wish to exchange their Class B shares for shares of Cash
Reserves. These classes may therefore be convenient for shareholders seeking a
temporary investment vehicle pending an investment in the same class of shares
of another fund in the CitiFunds family. Class N shares are generally available
for any purchases that are not made through an exchange. All Cash Reserves
shares held prior to January 4, 1999 have been redesignated Class N shares.
Class N shares have no sales charge. Class A shares have no front-end sales
charge or deferred sales charge, except that if your Class A shares were
received in exchange for Class A shares of another CitiFund that were subject to
a deferred sales charge, you may be subject to a deferred sales charge on your
Class A shares of Cash Reserves. Class A and Class N 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 and Class N
shares. Class B shares automatically convert into Class A shares after eight
years. Each class of shares is sold at net asset value for that class. Net asset
value may differ by class because of the different expenses of the classes.

When you place purchase orders, please specify what class you are eligible
for. If you own shares of more than one class in the Fund, and want to sell
shares, you should specify which class of shares you wish to sell. If you fail
to specify, Class N shares will be redeemed first followed by Class A shares,
and then Class B shares.

CLASS A SHARES:

o Class A shares are sold at net asset value without an initial sales charge.
There are no fees or deferred sales charges when you sell your shares,
unless you received your Class A shares in exchange for Class A shares of
another CitiFund on which there was a deferred sales charge.

o Class A shares may pay distribution and service fees of up to 0.20% of the
average daily net assets represented by Class A shares.

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 when you sell
your shares.

o Class B shares pay distribution and service fees of up to 0.75% of the
average daily net assets represented by the Class B shares.

o Class B shares have a contingent deferred sales charge (CDSC) that goes down
the longer you hold your Class B shares. Your CDSC is based on the CDSC
applicable to the Class B shares of the CitiFund that you owned before
exchanging into Cash Reserves. If you have exchanged your Class B shares
more than once, you will be charged the highest CDSC applicable to your
shares. See the chart below for the maximum amount of the sales charge. The
sales charge is deducted from your sale proceeds if you sell your Class B
shares within five years of purchasing them.

REDEMPTION DURING CDSC ON SHARES BEING SOLD
- ----------------- -------------------------
1st year since purchase .............. 5%
2nd year since purchase .............. 4%
3rd year since purchase .............. 3%
4th year since purchase .............. 2%
5th year since purchase .............. 1%
6th year 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 When you sell your Class B shares, shares on which the CDSC is not payable,
i.e.

[] shares representing capital appreciation and

[] shares representi ng the reinvestme nt of dividends and capital gains
distributi ons will be sold first followed by shares held for the
longest period of time, in order to minimize your CDSC.

o The holding period of your Class B shares 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.

o Class B shares automatically convert to Class A shares of the 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.

o The Fund's distributor will pay commissions to dealers of up to 4.50% of the
purchase price of Class B shares purchased through dealers.

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
shareholde r; this waiver is available where the deceased shareholde r
is either the sole shareholde r or owns the shares with his or her
spouse as a joint tenant with right of survivorsh ip, and applies only
to redemption of shares held at the time of death

[] a lump sum or other distributi on 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

[] a total or partial redemption resulting from any distributi on following
retirement in the case of a tax- qualified retirement plan

[] a redemption resulting from a tax-free return of an excess contributi on
to an IRA

EXCHANGES

o You may exchange your Class A or Class B shares of Cash Reserves for shares
of the same class (if available) of certain other CitiFunds or other funds
managed by Citibank. Class A shares of Cash Reserves that are not subject to
a contingent deferred sales charge may also be exchanged for shares of
certain CitiFunds or other funds managed by Citibank that offer only a
single class of shares. Shares of the Funds other than Cash Reserves and
Class N shares of Cash Reserves, may be exchanged for shares of certain
CitiFunds or other funds managed by Citibank.

o Generally, there is no sales charge on shares you get through an exchange.
However, if you are exchanging shares of a Fund for shares of another fund
that are subject to an initial sales charge, and if the initial sales charge
for the shares being exchanged into is greater than the sales charge you
paid to acquire the Fund shares being exchanged, you will have to pay an
initial sales charge at a rate equal to the difference.

o When you exchange Class B shares of Cash Reserves for Class B shares of
another fund, you do not have to pay a contingent deferred sales charge. You
may have to pay a contingent deferred sales charge when you redeem the Class
B shares of the other fund.

o If you exchange your shares of a Fund for shares subject to an
initial sales charge, you may qualify for elimination or reduction of the
sales charge if you meet any of the following conditions:

[] You held the Fund shares being exchanged as of January 4, 1999.

[] The Fund shares being exchanged were purchased with a sales charge or
acquired through a previous exchange from shares purchased with a sales
charge.

[] The Fund being exchanged represent capital appreciati on or the
reinvestme nt of dividends or capital gains distributi
ons.

To qualify for this reduction or elimination of the sales charge, you
must notify your Shareholder Servicing Agent at the time of exchange.
You may need to provide documentation to confirm your entitlement to the
sales charge elimination or reduction.

o The exchange privilege may be changed or terminated at any time. You should
be aware that you may have to pay taxes on your exchange.

7. PORTFOLIO TRANSACTIONS

The Portfolios' and CitiFunds Multi-State Tax Free Trust's purchases and
sales of portfolio securities usually are principal transactions. Portfolio
securities normally are purchased directly from the issuer or from an
underwriter or market maker for the securities. There usually are no brokerage
commissions paid for such purchases. The Portfolios and CitiFunds Multi-State
Tax Free Trust do not anticipate paying brokerage commissions. Any transaction
for which a Portfolio or a Fund pays a brokerage commission will be effected at
the best price and execution available. Purchases from underwriters of portfolio
securities include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers serving as market makers include the
spread between the bid and asked price.

Allocation of transactions, including their frequency, to various dealers is
determined by the Adviser in its best judgment and in a manner deemed to be in
the best interest of investors in the applicable Portfolio or Fund rather than
by any formula. The primary consideration is prompt execution of orders in an
effective manner at the most favorable price.

Investment decisions for each Portfolio and for CitiFunds Multi-State Tax
Free Trust will be made independently from those for any other account, series
or investment company that is or may in the future become managed by the Adviser
or its affiliates. If, however, a Portfolio or Fund and other investment
companies, series or accounts managed by the Adviser are contemporaneously
engaged in the purchase or sale of the same security, the transactions may be
averaged as to price and allocated equitably to each account. In some cases,
this policy might adversely affect the price paid or received by the Portfolio
or Fund or the size of the position obtainable for the Portfolio or Fund. In
addition, when purchases or sales of the same security for a Portfolio or Fund
and for other investment companies or series managed by the Adviser occur
contemporaneously, the purchase or sale orders may be aggregated in order to
obtain any price advantages available to large denomination purchases or sales.

Portfolio transactions may be executed with the Adviser, or with any
affiliate of the Adviser, acting either as principal or as broker, subject to
applicable law. No commissions on portfolio transactions were paid by any
Portfolio or by CitiFunds Multi-State Tax Free Trust during the fiscal year
ended August 31, 1998 to the Adviser or any affiliate of the Adviser.

8. DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

Each Trust's Declaration of Trust permits the Trust's Board of Trustees to
issue an unlimited number of full and fractional shares of beneficial interest
(without par value) of each series and to divide or combine the shares of any
series into a greater or lesser number of shares of that series without thereby
changing the proportionate beneficial interests in that series. Currently, the
Funds are the only series of shares of each of the Trusts. Cash Reserves has
also issued three classes of shares. Each share of each class of Cash Reserves
represents an equal proportionate interest in the Fund with each other share of
that class. Each share of each other Fund represents an equal proportionate
interest in that Fund with each other share of the Fund. Upon liquidation or
dissolution of a Fund, the Fund's shareholders are entitled to share pro rata in
the Fund's net assets available for distribution to its shareholders. The Trust
reserves the right to create and issue additional series and classes of shares.
Shares of each series participate equally in the earnings, dividends and
distribution of net assets of the particular series upon the liquidation or
dissolution (except for any differences among classes of shares of a series).
Shares of each series are entitled to vote separately to approve advisory
agreements or changes in investment policy, but shares of all series may vote
together in the election or selection of Trustees and accountants for the Trust.
In matters affecting only a particular series or class, only shares of that
particular series or class are entitled to vote.

Shareholders are entitled to one vote for each share held on matters on
which they are entitled to vote. Shareholders in the Trust do not have
cumulative voting rights, and shareholders owning more than 50% of the
outstanding shares of a Trust may elect all of the Trustees of that Trust if
they choose to do so and in such event the other shareholders in the Trust would
not be able to elect any Trustee. The Trusts are not required and have no
current intention to hold annual meetings of shareholders, but the Trusts will
hold special meetings of a Fund's shareholders when in the judgment of the
Trust's Trustees it is necessary or desirable to submit matters for a
shareholder vote. Shareholders have under certain circumstances (e.g., upon
application and submission of certain specified documents to the Trustees by a
specified number of shareholders) the right to communicate with other
shareholders in connection with requesting a meeting of shareholders for the
purpose of removing one or more Trustees. Shareholders also have the right to
remove one or more Trustees without a meeting by a declaration in writing by a
specified number of shareholders. No material amendment may be made to a Trust's
Declaration of Trust without the affirmative vote of the holders of a majority
of its outstanding shares.

Each Trust's Declaration of Trust provides that, at any meeting of
shareholders of the Trust or of any series of the Trust, a Shareholder Servicing
Agent may vote any shares of which it is the holder of record and for which it
does not receive voting instructions proportionately in accordance with the
instructions it receives for all other shares of which it is the holder of
record. Shares have no preference, pre-emptive, conversion or similar rights.
Shares, when issued, are fully paid and non-assessable, except as set forth
below.

Each Trust may enter into a merger or consolidation, or sell all or
substantially all of its assets (or all or substantially all of the assets
belonging to any series of the Trust), if approved by the vote of the holders of
two-thirds of the Trust's outstanding shares voting as a single class, or of the
affected series of the Trust, as the case may be, except that if the Trustees of
the Trust recommend such sale of assets, merger or consolidation, the approval
by vote of the holders of a majority of the Trust's or the affected series'
outstanding shares would be sufficient. A Trust or any series of the Trust, as
the case may be, may be terminated (i) by a vote of a majority of the
outstanding voting securities of the Trust or the affected series or (ii) by the
Trustees by written notice to the shareholders of the Trust or the affected
series. If not so terminated, each Trust will continue indefinitely.

Share certificates will not be issued.

Each Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a business trust
may, under certain circumstances, be held personally liable as partners for its
obligations and liabilities. However, each Declaration of Trust contains an
express disclaimer of shareholder liability for acts or obligations of the
applicable Trust and provides for indemnification and reimbursement of expenses
out of Trust property for any shareholder held personally liable for the
obligations of the Trust. Each Declaration of Trust also provides that the
applicable Trust shall maintain appropriate insurance (e.g., fidelity bonding
and errors and omissions insurance) for the protection of the Trust, its
shareholders, Trustees, officers, employees and agents covering possible tort
and other liabilities. Thus, the risk of a shareholder incurring financial loss
on account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the applicable Trust itself was unable to meet
its obligations.

Each Trust's Declaration of Trust further provides that obligations of the
Trust are not binding upon the Trustees individually but only upon the property
of the Trust and that the Trustees will not be liable for any action or failure
to act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his or her office.

Each Portfolio is organized as a trust under the laws of the State of New
York. Each Portfolio's Declaration of Trust provides that investors in the
Portfolio (e.g., other investment companies (including the corresponding Fund),
insurance company separate accounts and common and commingled trust funds) are
each liable for all obligations of the Portfolio. However, the risk of a Fund
incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance existed and the applicable
Portfolio itself was unable to meet its obligations. It is not expected that the
liabilities of any Portfolio would ever exceed its assets.

Each investor in a Portfolio, including the corresponding Fund, may add to
or reduce its investment in the Portfolio on each business day. At 3:00 p.m.,
Eastern time, for Cash Reserves Portfolio, and 12:00 noon, Eastern time, for
U.S. Treasury Reserves Portfolio and Tax Free Reserves Portfolio, on each such
business day, the value of each investor's interest in the Portfolio is
determined by multiplying the net asset value of the Portfolio by the percentage
representing that investor's share of the aggregate beneficial interests in the
Portfolio effective for that day. Any additions or withdrawals, which are to be
effected on that day, are then effected. The investor's percentage of the
aggregate beneficial interests in the Portfolio is then re-computed as the
percentage equal to the fraction (i) the numerator of which is the value of such
investor's investment in the Portfolio as of 3:00 p.m. Eastern time, for Cash
Reserves Portfolio, and 12:00 noon, Eastern time, for U.S. Treasury Reserves
Portfolio and Tax Free Reserves Portfolio, on such day plus or minus, as the
case may be, the amount of any additions to or withdrawals from the investor's
investment in the Portfolio effected on such day, and (ii) the denominator of
which is the aggregate net asset value of the Portfolio as of 3:00 p.m., Eastern
time, for Cash Reserves Portfolio, and 12:00 noon, Eastern time, for U.S.
Treasury Reserves Portfolio and Tax Free Reserves Portfolio, on such day plus or
minus, as the case may be, the amount of the net additions to or withdrawals
from the aggregate investments in the Portfolio by all investors in the
Portfolio. The percentage so determined is then applied to determine the value
of the investor's interest in the Portfolio as of 3:00 p.m., Eastern time, for
Cash Reserves Portfolio, and 12:00 noon, Eastern time, for U.S. Treasury
Reserves Portfolio and Tax Free Reserves Portfolio, on the following business
day of the Portfolio.

9. CERTAIN ADDITIONAL TAX MATTERS

Each of the Funds has elected to be treated and intends to qualify each year
as a "regulated investment company" under Subchapter M of the Code, by meeting
all applicable requirements of Subchapter M, including requirements as to the
nature of the Fund's gross income, the amount of Fund distributions (as a
percentage of a Tax Free Fund's overall income and its tax-exempt income) and
the composition of the Fund's portfolio assets. Provided all such requirements
are met and all of a Fund's net investment income and realized capital gains are
distributed to shareholders in accordance with the timing requirements imposed
by the Code, no federal income or excise taxes generally will be required to be
paid by the Fund. If a Fund should fail to qualify as a regulated investment
company for any year, the Fund would incur a regular corporate federal income
tax upon its taxable income and Fund distributions would generally be taxable as
ordinary dividend income to shareholders. Each of the Portfolios believes that
it will not be required to pay any federal income or excise taxes.

Investment income received by Cash Reserves from non-U.S. investments may be
subject to foreign income taxes withheld at the source; Cash Reserves does not
expect to be able to pass through to shareholders any foreign tax credits or
deductions with respect to those foreign taxes. The United States has entered
into tax treaties with many foreign countries that may entitle Cash Reserves to
a reduced rate of tax or an exemption from tax on these investments. It is not
possible to determine Cash Reserves' effective rate of foreign tax in advance
since that rate depends upon the proportion of the Cash Reserves Portfolio's
assets ultimately invested within various countries.

The portion of a Tax Free Fund's distributions of net investment income that
is attributable to interest from tax-exempt securities will be designated by the
Fund as an "exempt-interest dividend" under the Code and will generally be
exempt from federal income tax in the hands of shareholders so long as at least
50% of the total value of the Fund's assets consists of tax-exempt securities at
the close of each quarter of the Fund's taxable year. Distributions of
tax-exempt interest earned from certain securities may, however, be treated as
an item of tax preference for shareholders under the federal alternative minimum
tax, and all exempt-interest dividends may increase a corporate shareholder's
alternative minimum tax. Unless the Tax Free Fund provides shareholders with
actual monthly percentage breakdowns, the percentage of income designated as
tax-exempt will be applied uniformly to all distributions by the Fund of net
investment income made during each fiscal year of the Fund and may differ from
the percentage of distributions consisting of tax-exempt interest in any
particular month. Shareholders are required to report exempt-interest dividends
received from a Tax Free Fund on their federal income tax returns.

Because each Fund expects to earn primarily interest income, it is expected
that no Fund distributions will qualify for the dividends received deduction for
corporations.

With respect to California Tax Free Reserves, under existing California law,
if, at the close of each quarter of its taxable year, the Fund continues to
qualify for the special federal income tax treatment afforded regulated
investment companies and at least 50% of the value of the Fund's total assets
consist of California Exempt-Interest Securities, then "California exempt-
interest dividends" attributable to such securities will be exempt from
California personal income tax. A "California exempt-interest dividend" is any
dividend distributed by California Tax Free Reserves to the extent that it is
derived from the interest received by the Fund from California Exempt-Interest
Securities (less related expenses) and designated as such by written notice to
shareholders. Distributions other than "California exempt-interest dividends" by
California Tax Free Reserves to California residents will be subject to
California personal income tax. Interest on indebtedness incurred or continued
by a shareholder in connection with the purchase of Fund shares will not be
deductible for California personal income tax purposes if the Fund distributes
dividends that are exempt from California taxation. The foregoing is only a
brief summary of some of the important tax considerations generally affecting
the taxation of dividends received by shareholders that are subject to
California personal income tax. Potential investors, including, in particular,
investors who may be subject to other taxes, such as California corporate
franchise tax, California corporate income tax or taxes of other jurisdictions,
should consult with their own tax advisers.

10. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

PricewaterhouseCoopers LLP are the independent and chartered accountants for
Cash Reserves and Cash Reserves Portfolio, respectively, providing audit
services and assistance and consultation with respect to the preparation of
filings with the SEC. Deloitte & Touche LLP are the independent accountants for
U.S. Treasury Reserves, U.S. Treasury Reserves Portfolio, Tax Free Reserves
Portfolio and each of the Tax Free Funds, providing audit services and
assistance and consultation with respect to the preparation of filings with the
SEC.

The audited financial statements of Cash Reserves (Statement of Assets and
Liabilities at August 31, 1998, Statement of Operations for the year ended
August 31, 1998, Statement of Changes in Net Assets for the years ended August
31, 1998 and 1997, Financial Highlights for each of the years in the five-year
period ended August 31, 1998, Notes to Financial Statements and Independent
Auditors' Report) and of Cash Reserves Portfolio (Portfolio of Investments at
August 31, 1998, Statement of Assets and Liabilities at August 31, 1998,
Statement of Operations for the year ended August 31, 1998, Statement of Changes
in Net Assets for the years ended August 31, 1998 and 1997, Financial Highlights
for each of the years in the five-year period ended August 31, 1998, Notes to
Financial Statements and Independent Auditors' Report), each of which is
included in the Annual Report to Shareholders of Cash Reserves, are incorporated
by reference into this Statement of Additional Information and have been so
incorporated in reliance upon the reports of PricewaterhouseCoopers LLP, as
experts in accounting and auditing.

The audited financial statements of U.S. Treasury Reserves (Statement of
Assets and Liabilities at August 31, 1998, Statement of Operations for the year
ended August 31, 1998, Statement of Changes in Net Assets for the years ended
August 31, 1998 and 1997, Financial Highlights for each of the years in the
five-year period ended August 31, 1998, Notes to Financial Statements and
Independent Auditors' Report) and of U.S. Treasury Reserves Portfolio (Portfolio
of Investments at August 31, 1998, Statement of Assets and Liabilities at August
31, 1998, Statement of Operations for the year ended August 31, 1998, Statement
of Changes in Net Assets for the years ended August 31, 1998 and 1997, Financial
Highlights for each of the years in the five-year period ended August 31, 1998,
Notes to Financial Statements and Independent Auditors' Report), each of which
is included in the Annual Report to Shareholders of U.S. Treasury Reserves, are
incorporated by reference into this Statement of Additional Information and have
been so incorporated in reliance upon the report of Deloitte & Touche LLP,
independent accountants, as experts in accounting and auditing.

The audited financial statements of Tax Free Reserves (Statement of Assets
and Liabilities at August 31, 1998, Statement of Operations for the year ended
August 31, 1998, Statement of Changes in Net Assets for the years ended August
31, 1998 and 1997, Financial Highlights for each of the years in the five-year
period ended August 31, 1998, Notes to Financial Statements and Independent
Auditors' Report) and of Tax Free Reserves Portfolio (Portfolio of Investments
at August 31, 1998, Statement of Assets and Liabilities at August 31, 1998,
Statement of Operations for the year ended August 31, 1998, Statement of Changes
in Net Assets for the years ended August 31, 1998 and 1997, Financial Highlights
for each of the years in the five-year period ended August 31, 1998, Notes to
Financial Statements and Independent Auditors' Report), each of which is
included in the Annual Report to Shareholders of Tax Free Reserves, are
incorporated by reference into this Statement of Additional Information and have
been so incorporated in reliance upon the report of Deloitte & Touche LLP,
independent accountants, as experts in accounting and auditing.

The audited financial statements of California Tax Free Reserves (Portfolio
of Investments at August 31, 1998, Statement of Assets and Liabilities at August
31, 1998, Statement of Operations for the year ended August 31, 1998, Statement
of Changes in Net Assets for the years ended August 31, 1998 and 1997, Financial
Highlights for each of the years in the five-year period ended August 31, 1998,
Notes to Financial Statements and Independent Auditors' Report), which are
included in the Annual Report to Shareholders of California Tax Free Reserves,
are incorporated by reference into this Statement of Additional Information and
have been so incorporated in reliance upon the report of Deloitte & Touche LLP,
independent accountants, as experts in accounting and auditing.

The audited financial statements of Connecticut Tax Free Reserves (Portfolio
of Investments at August 31, 1998, Statement of Assets and Liabilities at August
31, 1998, Statement of Operations for the year ended August 31, 1998, Statement
of Changes in Net Assets for the years ended August 31, 1998 and 1997, Financial
Highlights for each of the years in the four-year period ended August 31, 1998
and for the period December 31, 1993 (commencement of operations) to August 31,
1994, Notes to Financial Statements and Independent Auditors' Report), which
are included in the Annual Report to Shareholders of Connecticut Tax Free
Reserves, are incorporated by reference into this Statement of Additional
Information and have been so incorporated in reliance upon the report of
Deloitte & Touche LLP, independent accountants, as experts in accounting and
auditing.

The audited financial statements of New York Tax Free Reserves (Portfolio of
Investments at August 31, 1998, Statement of Assets and Liabilities at August
31, 1998, Statement of Operations for the year ended August 31, 1998, Statement
of Changes in Net Assets for the years ended August 31, 1998 and 1997, Financial
Highlights for each of the years in the five-year period ended August 31, 1998,
Notes to Financial Statements and Independent Auditors' Report), which are
included in the Annual Report to Shareholders of New York Tax Free Reserves, are
incorporated by reference into this Statement of Additional Information and have
been so incorporated in reliance upon the report of Deloitte & Touche LLP,
independent accountants, as experts in accounting and auditing.

A copy of each of the Annual Reports accompanies this Statement of
Additional Information.

<PAGE>

APPENDIX A

RATINGS OF MUNICIPAL OBLIGATIONS*

The ratings of Moody's Investors Service, Inc., Standard & Poor's Ratings
Group and Fitch IBCA, Inc. represent their opinions as to the quality of various
debt obligations. It should be emphasized, however, that ratings are not
absolute standards of quality. Consequently, Municipal Obligations with the same
maturity, coupon and rating may have different yields while Municipal
Obligations of the same maturity and coupon with different ratings may have the
same yield.

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC'S TWO HIGHEST LONG-TERM DEBT
RATINGS:

Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and generally are referred to as
"gilt edged". Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of greater amplitude, or there may be other elements
present which make the long-term risks appear somewhat larger than the Aaa
securities.

Note: Moody's applies numerical modifiers 1, 2, and 3 in the generic rating
classification Aa. The modifier 1 indicates that the obligation ranks in the
higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end of that generic
rating category.

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S TWO HIGHEST RATINGS OF STATE
AND MUNICIPAL NOTES:

Moody's ratings for state and municipal short-term obligations are designated
Moody's Investment Grade ("MIG"). Issues or the features associated with MIG or
VMIG ratings are identified by date of issue, date of maturity or maturities or
rating expiration date and description to distinguish each rating from other
ratings. Each rating designation is unique with no implication as to any other
similar issue of the same obligor. MIG ratings terminate at the retirement of
the obligation while VMIG rating expiration will be a function of each issue's
specific structural or credit features.

MIG 1/VMIG 1 -- This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2 -- This designation denotes high quality. Margins of
protection are ample although not so large as in the preceding group.

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S TWO HIGHEST SHORT-TERM DEBT
RATINGS:

Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations. These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Issuers rated Prime-1 (or supporting institutions) have a superior ability
for repayment of senior short-term debt obligations. Prime-1 repayment ability
will often be evidenced by many of the following characteristics: (1) leading
market positions in well established industries; (2) high rates of return on
funds employed; (3) conservative capitalization structure with moderate reliance
on debt and ample asset protection; (4) broad margins in earnings coverage of
fixed financial charges and high internal cash generation; and (5) well
established access to a range of financial markets and assured sources of
alternate liquidity.

Issuers rated Prime-2 (or supporting institutions) have a strong ability
for repayment of senior short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

DESCRIPTION OF STANDARD & POOR'S RATINGS GROUP'S TWO HIGHEST LONG-TERM DEBT
RATINGS:

AAA -- An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitments on the
obligation is extremely strong.

AA -- An obligation rated AA differs from the highest-rated obligations
only in small degree. The obligor's capacity to meet its financial obligations
is very strong.

Plus (+) or Minus (-): The AA rating may be modified by the addition of a
plus or minus sign to show relative standing within the AA rating category.

DESCRIPTION OF STANDARD & POOR'S RATINGS GROUP'S TWO HIGHEST RATINGS OF STATE
AND MUNICIPAL NOTES:

A Standard & Poor's note rating reflects the liquidity factors and market access
risks unique to notes. Notes maturing in three years or less will likely receive
a note rating. Notes maturing beyond three years will most likely receive a
long-term debt rating. The following criteria will be used in making that
assessment:

-- Amortization schedule -- the larger the final maturity relative to other
maturities, the more likely the issue is to be treated as a note.

-- Source of payment -- the more dependent the issue is on the market for
its refinancing, the more likely it will be treated as a note.

Note rating symbols and definitions are as follows:

SP-1 -- Strong capacity to pay principal and interest. Issues determined to
possess very strong characteristics are given a plus (+) designation.

SP-2 -- Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.

DESCRIPTION OF STANDARD & POOR'S RATINGS GROUP'S TWO HIGHEST COMMERCIAL PAPER
RATINGS:

A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.

A-1 -- A short-term obligation rated A-1 is rated in the highest category
by Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.

A-2 -- A short-term obligation rated A-2 is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

DESCRIPTION OF STANDARD & POOR'S RATINGS GROUP'S RATINGS OF TAX-EXEMPT DEMAND
BONDS:

Standard & Poor's assigns "dual" ratings to all debt issues that have a put
option or demand feature as part of their structure.

The first rating addresses the likelihood of repayment of principal and
interest as due, and the second rating addresses only the demand feature. The
long-term debt rating symbols are used for bonds to denote the long-term
maturity and the commercial paper rating symbols for the put option (for
example, "AAA/A-1+"). With short-term demand debt, Standard & Poor's rating
symbols are used with the commercial paper rating symbols (for example,
"SP-1+/A-1+").

DESCRIPTION OF FITCH IBCA, INC.'S TWO HIGHEST INTERNATIONAL LONG-TERM CREDIT
RATINGS:

When assigning ratings, Fitch IBCA considers the historical and prospective
financial condition, quality of management, and the operating performance of the
issuer and of any guarantor, any special features of a specific issue or
guarantee, the issue's relationship to other obligations of the issuer, as well
as developments in the economic and political environment that might affect the
issuer's financial strength and credit quality.

Variable rate demand obligations and other securities which contain a
demand feature will have a dual rating, such as "AAA/ F1+". The first rating
denotes long-term ability to make principal and interest payments. The second
rating denotes ability to meet a demand feature in full and on time.

AAA -- Highest credit quality. "AAA" ratings denote the lowest expectation
of credit risk. They are assigned only in the case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.

AA -- Very high credit quality. "AA" ratings denote a very low expectation
of credit risk. They indicate very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

Plus (+) or Minus (-): "+" or "-" may be appended to a rating of "AA" to
denote relative status within the rating category.

DESCRIPTION OF FITCH IBCA, INC.'S TWO HIGHEST INTERNATIONAL SHORT-TERM CREDIT
RATINGS:

A short-term rating has a time horizon of less than 12 months for most
obligations, or up to three years for U.S. public finance securities, and thus
places greater emphasis on the liquidity necessary to meet financial commitments
in a timely manner.

F1 -- Highest credit quality. Indicates the strongest capacity for timely
payment of financial commitments; may have an added "+" to denote any
exceptionally strong credit feature.

F2 -- Good Credit Quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the case
of the higher ratings.

- ----------
*As described by the rating agencies. Ratings are generally given to securities
at the time of issuance. While the rating agencies may from time to time revise
such ratings, they undertake no obligation to do so.

<PAGE>

APPENDIX B

ADDITIONAL INFORMATION CONCERNING

CALIFORNIA MUNICIPAL OBLIGATIONS

The following information is a summary of special factors affecting
investments in California Municipal Obligations. The sources of payment for such
obligations and the marketability thereof may be affected by financial or other
difficulties experienced by the State of California (the "State") and certain of
its municipalities and public authorities. This information does not purport to
be a complete description and is based on information from statements relating
to offerings of California issuers. CitiFunds California Tax Free Reserves is
not responsible for the accuracy or timeliness of this information.

RECENT DEVELOPMENTS

In the Governor's Budget released on January 9, 1998, and the May Revision
to the 1998-99 Governor's Budget, released May 13, 1998, the Department of
Finance projected that the California economy will continue to show robust
growth through 1998, although at a slightly slower pace than in 1997. The
economic expansion has been marked by strong growth in high technology business
services (including computer software), construction, computers and electronic
components. The Asian economic crisis which began in late 1997 was expected to
have some dampening effects on the State's economy, which was included in the
May Revision forecasts. However, during the summer of 1998, the soaring trade
deficit, continuing weakness in Asia, initial signs of economic weakness in
Canada and Latin America, which have been California's largest trading partners,
and the fall in stock prices worldwide all suggest that the May Revision
forecasts may be too optimistic, particularly for 1999. Other impacts of the
international situation may help California, such as the reduction in long-term
interest rates.

Moody's, Standard and Poor's and Fitch IBCA assigned their municipal bond
ratings of A1, A+ and AA-, respectively, to the State's general obligation
bonds. Each such rating reflects only the views of the respective rating agency,
and an explanation of the significance of such rating may be obtained from such
rating agency. There is no assurance that such ratings will continue for any
given period of time or that they will not be revised or withdrawn entirely by
such rating agency if, in the judgment of such rating agency, circumstances so
warrant. A downward revision or withdrawal of any such rating may have an
adverse effect on the market price of the State's general obligation bonds.

CONSTITUTIONAL LIMITS ON SPENDING AND TAXES
STATE APPROPRIATIONS LIMIT

The State is subject to an annual appropriations limit imposed by Article
XIII B of the State Constitution (the "Appropriations Limit"). The
Appropriations Limit does not restrict appropriations to pay debt service on
voter-authorized bonds.

Article XIII B prohibits the State from spending "appropriations subject to
limitation" in excess of the Appropriations Limit. "Appropriations subject to
limitation," with respect to the State, are authorizations to spend "proceeds of
taxes," which consist of tax revenues, and certain other funds, including
proceeds from regulatory licenses, user charges or other fees to the extent that
such proceeds exceed "the cost reasonably borne by that entity in providing the
regulation, product or service," but "proceeds of taxes" exclude most State
subventions to local governments, tax refunds and some benefit payments such as
unemployment insurance. No limit is imposed on appropriations of funds which are
not "proceeds of taxes," such as reasonable user charges or fees and certain
other non-tax funds.

Not included in the Appropriations Limit are appropriations for the debt
service costs of bonds existing or authorized by January 1, 1979, or
subsequently authorized by the voters, appropriations required to comply with
mandates of courts or the federal government, appropriations for qualified
capital outlay projects, appropriations of revenues derived from any increase in
gasoline taxes and motor vehicle weight fees above January 1, 1990 levels, and
appropriations of certain special taxes imposed by initiative (e.g., cigarette
and tobacco taxes). The Appropriations Limit may also be exceeded in cases of
emergency.

The State's Appropriations Limit in each year is based on the limit for the
prior year, adjusted annually for changes in State per capita personal income
and changes in population, and adjusted, when applicable, for any transfer of
financial responsibility of providing services to or from another unit of
government. The measurement of change in population is a blended average of
statewide overall population growth, and change in attendance at local school
and community college ("K-14") districts. The Appropriations Limit is tested
over consecutive two-year periods. Any excess of the aggregate "proceeds of
taxes" received over such two-year period above the combined Appropriations
Limits for those two years is divided equally between transfers to K-14
districts and refunds to taxpayers.

PROPOSITION 98

On November 8, 1988, voters of the State approved Proposition 98, a combined
initiative constitutional amendment and statute called the "Classroom
Instructional Improvement and Accountability Act." Proposition 98 changed State
funding of public education below the university level and the operation of the
State Appropriations Limit, primarily by guaranteeing K-14 schools a minimum
share of General Fund revenues. Under Proposition 98 (as modified by Proposition
111, which was enacted on June 5, 1990), K-14 schools are guaranteed the greater
of (a) in general, a fixed percent of General Fund revenues ("Test 1"), (b) the
amount appropriated to K-14 schools in the prior year, adjusted for changes in
the cost of living (measured as in Article XIII B by reference to State per
capita personal income) and enrollment ("Test 2"), or (c) a third test, which
would replace Test 2 in any year when the percentage growth in per capita
General Fund revenues from the prior year plus one half of one percent is less
than the percentage growth in State per capita personal income ("Test 3"). Under
Test 3, schools would receive the amount appropriated in the prior year adjusted
for changes in enrollment and per capita General Fund revenues, plus an
additional small adjustment factor. If Test 3 is used in any year, the
difference between Test 3 and Test 2 would become a "credit" to schools which
would be the basis of payments in future years when per capita General Fund
revenue growth exceeds per capita personal income growth. Legislation adopted
prior to the end of the 1988-89 Fiscal Year, implementing Proposition 98,
determined the K-14 schools' funding guarantee under Test 1 to be 40.3 percent
of the General Fund tax revenues, based on 1986-87 appropriations. However, that
percentage has been adjusted to approximately 35 percent to account for a
subsequent redirection of local property taxes, since such redirection directly
affects the share of General Fund revenues to schools.

Proposition 98 permits the Legislature by two-thirds vote of both houses,
with the Governor's concurrence, to suspend the K-14 schools' minimum funding
formula for a one-year period. Proposition 98 also contains provisions
transferring certain State tax revenues in excess of the Article XIII B limit to
K-14 schools.

During the recent recession, General Fund revenues for several years were
less than originally projected, so that the original Proposition 98
appropriations turned out to be higher than the minimum percentage provided in
the law. The Legislature responded to these developments by designating the
"extra" Proposition 98 payments in one year as a "loan" from future years'
Proposition 98 entitlements, and also intended that the "extra" payments would
not be included in the Proposition 98 "base" for calculating future years'
entitlements. By implementing these actions, per-pupil funding from Proposition
98 sources stayed almost constant at approximately $4,200 from Fiscal Year
1991-92 to Fiscal Year 1993-94.

In 1992, a lawsuit was filed, called California Teachers' Association v.
Gould, which challenged the validity of these off-budget loans. The settlement
of this case, finalized in July, 1996, provides, among other things, that both
the State and K-14 schools share in the repayment of prior years' emergency
loans to schools. Of the total $1.76 billion in loans, the State will repay $935
million by forgiveness of the amount owed, while schools will repay $825
million. The State share of the repayment will be reflected as an appropriation
above the current Proposition 98 base calculation. The schools' share of the
repayment will count as appropriations that count toward satisfying the
Proposition 98 guarantee, or from "below" the current base. Repayments are
spread over the eight-year period of 1994-95 through 2001-02 to mitigate any
adverse fiscal impact.

Substantially increased General Fund revenues, above initial budget
projections, in the fiscal years 1994-95 and thereafter have resulted or will
result in retroactive increases in Proposition 98 appropriations from subsequent
fiscal years' budgets. Because of the State's increasing revenues, per-pupil
funding at the K-12 level has increased by about 36 percent from the level in
place from 1991-92 through 1993-94, and is estimated at about $5,695 per ADA in
1998-99. A significant amount of the "extra" Proposition 98 monies in the last
few years have been allocated to special programs, most particularly an
initiative to allow each classroom from grades K-3 to have no more than 20
pupils by the end of the 1997-98 school year. There are also new initiatives
increasing instructional time, for purchasing new instructional and library
materials, and expanding teacher preparation and support.

SOURCES OF TAX REVENUE

The following is a summary of the State's major revenue sources.

PERSONAL INCOME TAX

The California personal income tax, which in 1997-98 contributed about 50
percent of General Fund revenues, is closely modeled after the federal income
tax law. It is imposed on net taxable income (gross income less exclusions and
deductions). The tax is progressive with rates ranging from 1 to 9.3 percent.
Personal, dependent, and other credits are allowed against the gross tax
liability. In addition, taxpayers may be subject to an alternative minimum tax
("AMT") which is much like the federal AMT.

The personal income tax is adjusted annually by the change in the consumer
price index to prevent taxpayers from being pushed into higher tax brackets
without a real increase in income.

SALES TAX

The sales tax is imposed upon retailers for the privilege of selling
tangible personal property in California. Sales tax accounted for about 32
percent of General Fund revenue in 1997-98. Most retail sales and leases are
subject to the tax. However, exemptions have been provided for certain
essentials such as food for home consumption, prescription drugs, gas delivered
through mains and electricity. Other exemptions provide relief for a variety of
sales ranging from custom computer software to aircraft.

BANK AND CORPORATION TAX

Bank and corporation tax revenues, which comprised about 11 percent of
General Fund revenue in 1997-98, are derived from the following taxes:

1. The franchise tax and the corporate income tax are levied at a 8.84
percent rate on profits. The former is imposed on corporations for the
privilege of doing business in California, while the latter is imposed on
corporations that derive income from California sources but are not
sufficiently present to be classified as doing business in the State.

2. Banks and other financial corporations are subject to the franchise
tax plus an additional tax at the rate of 2.0 percent on their net income.
This additional tax is in lieu of personal property taxes and business
license taxes.

3. The alternative minimum tax ("AMT") is similar to that in federal
law. In general, the AMT is based on a higher level of net income computed
by adding back certain tax preferences. This tax is imposed at a rate of
6.65 percent.

4. Sub-Chapter S corporations are taxed at 1.5 percent of profits.

INSURANCE TAX

The majority of insurance written in California is subject to a 2.35 percent
gross premium tax. For insurers, this premium tax takes the place of all other
State and local taxes except those on real property and motor vehicles.
Exceptions to the 2.35 percent rate are certain pension and profit-sharing plans
which are taxed at the lesser rate of 0.50 percent, surplus lines and
nonadmitted insurance at 3 percent and ocean marine insurers at 5 percent of
underwriting profits. Insurance taxes comprised approximately 2.3 percent of
General Fund revenues in 1997-98.

In December, 1996, the California Earthquake Authority ("CEA") was
authorized to start selling homeowners' earthquake insurance. Earthquake
policies written through the CEA are exempt from the gross premiums tax.

OTHER TAXES

Other General Fund major taxes and license revenues include: Estate,
Inheritance and Gift Taxes, Cigarette Taxes, Alcoholic Beverage Taxes, Horse
Racing Revenues and trailer coach license fees. These other sources totaled
approximately 2.4 percent of General Fund revenues in the 1997-98 Fiscal Year.

SPECIAL FUND REVENUES

The California Constitution, codes and statutes specify the uses of certain
revenue. Such receipts are accounted for in various Special Funds. In general,
Special Fund revenues comprise three categories of income:

1. Receipts from tax levies which are allocated to specified functions,
such as motor vehicle taxes and fees and certain taxes on tobacco products.

2. Charges for special services to specific functions, including such
items as business and professional license fees.

3. Rental royalties and other receipts designated for particular
purposes (e.g., oil and gas royalties).

Motor vehicle related taxes and fees accounted for about 59 percent of all
Special Fund revenue in 1996-97. Principal sources of this income are motor
vehicle fuel taxes, registration and weight fees and vehicle license fees.
During the 1997-98 Fiscal Year, $8.3 billion was derived from the ownership or
operation of motor vehicles. About $4.5 billion of this revenue was returned to
local governments. The remainder was available for various State programs
related to transportation and services to vehicle owners. These amounts include
the additional fees and taxes derived from the passage of Proposition 111 in
June 1990.

Chapter 322, Statutes of 1998, reduced vehicle license fees by 25 percent
beginning January 1, 1999. In addition, this percentage reduction could be
increased in annual stages up to a maximum of 67.5 percent in 2003 depending on
whether future General Fund revenues reach specified target levels. Vehicle
license fees, over and above the costs of collection and refunds authorized by
law, are constitutionally defined local revenues. A continuous appropriation
from the General Fund will replace the vehicle license fee revenue that local
governments would otherwise lose due to the fee reductions. If in any year the
Legislature fails to appropriate enough funds to fully offset the
then-applicable vehicle license fee reduction, the fee may be increased to
assure that local governments are not disadvantaged. Therefore, the amount of
revenue going to local governments will remain the same as under prior law.

On November 8, 1988, voters approved Proposition 99, which imposed, as of
January 1, 1989, an additional 25 cents per pack excise tax on cigarettes, and a
new, equivalent excise tax on other tobacco products. The initiative requires
that funds from this tax be allocated to anti-tobacco education and research and
indigent health services, and environmental and recreation programs. Legislation
enacted in 1993 added an additional 2 cents per pack excise tax for the purpose
of funding breast cancer research.

PRIOR FISCAL YEARS' FINANCIAL RESULTS
FISCAL YEARS PRIOR TO 1995-96

Pressures on the State's budget in the late 1980's and early 1990's were
caused by a combination of external economic conditions (including a recession
which began in 1990) and growth of the largest General Fund Programs -- K-14
education, health, welfare and corrections -- at rates faster than the revenue
base. During this period, expenditures exceeded revenues in four out of six
years up to 1992-93, and the State accumulated and sustained a budget deficit
approaching $2.8 billion at its peak at June 30, 1993. Between the 1991-92 and
1994-95 Fiscal Years, each budget required multibillion dollar actions to bring
projected revenues and expenditures into balance, including significant cuts in
health and welfare program expenditures; transfers of program responsibilities
and funding from the State to local governments; transfer of about $3.6 billion
in annual local property tax revenues from other local governments to local
school districts, thereby reducing State funding for schools under Proposition
98; and revenue increases (particularly in the 1991-92 Fiscal Year budget), most
of which were for a short duration.

Despite these budget actions, the effects of the recession led to large,
unanticipated budget deficits. By the 1993-94 Fiscal Year, the accumulated
deficit was so large that it was impractical to budget to retire it in one year,
so a two-year program was implemented, using the issuance of revenue
anticipation warrants to carry a portion of the deficit over the end of the
fiscal year. When the economy failed to recover sufficiently in 1993-94, a
second two-year plan was implemented in 1994-95, again using cross-fiscal year
revenue anticipation warrants to partly finance the deficit into the 1995-96
fiscal year.

Another consequence of the accumulated budget deficits, together with other
factors such as disbursement of funds to local school districts "borrowed" from
future fiscal years and hence not shown in the annual budget, was to
significantly reduce the State's cash resources available to pay its ongoing
obligations. When the Legislature and the Governor failed to adopt a budget for
the 1992-93 Fiscal Year by July 1, 1992, which would have allowed the State to
carry out its normal annual cash flow borrowing to replenish its cash reserves,
the State Controller issued registered warrants to pay a variety of obligations
representing prior years' or continuing appropriations, and mandates from court
orders. Available funds were used to make constitutionally-mandated payments,
such as debt service on bonds and warrants. Between July 1 and September 4,
1992, when the budget was adopted, the State Controller issued a total of
approximately $3.8 billion of registered warrants.

For several fiscal years during the recession, the State was forced to rely
on external debt markets to meet its cash needs, as a succession of notes and
revenue anticipation warrants were issued in the period from June 1992 to July
1994, often needed to pay previously maturing notes or warrants. These
borrowings were used also in part to spread out the repayment of the accumulated
budget deficit over the end of a fiscal year, as noted earlier. The last and
largest of these borrowings was $4.0 billion of revenue anticipation warrants
which were issued in July, 1994 and matured on April 25, 1996.

1995-96 AND 1997-98 FISCAL YEARS

The State's financial condition improved markedly during the 1995-96,
1996-97 and 1997-98 fiscal years, with a combination of better than expected
revenues, slowdown in growth of social welfare programs, and continued spending
restraint based on the actions taken in earlier years. The State's cash position
also improved, and external deficit borrowing has occurred over the end of these
three fiscal years.

The economy grew strongly during these fiscal years, and as a result, the
General Fund took in substantially greater tax revenues (around $2.2 billion in
1995-96, $1.6 billion in 1996-97 and $2.2 billion in 1997-98) than were
initially planned when the budgets were enacted. These additional funds were
largely directed to school spending as mandated by Proposition 98, and to make
up shortfalls from reduced federal health and welfare aid in 1995-96 and
1996-97. The accumulated budget deficit from the recession years was finally
eliminated. The Department of Finance estimates that the State's budget reserve,
the Special Fund for Economic Uncertainties (the "SFEU") totaled $639.8 million
as of June 30, 1997 and $1.782 billion at June 30, 1998.

The following were major features of the 1997-98 Budget Act:

1. For the second year in a row, the Budget contained a large increase
in funding for K-14 education under Proposition 98, reflecting strong
revenues which exceeded initial budgeted amounts. Part of the nearly $1.75
billion in increased spending was allocated to prior fiscal years. Funds
were provided to fully pay for the cost-of-living-increase component of
Proposition 98, and to extend the class size reduction and reading
initiatives.

2. The Budget Act reflected payment of $1.228 billion to satisfy a court
judgment in a lawsuit regarding payments to the State pension fund, and
brought funding of the State's pension contribution back to the quarterly
basis which existed prior to the deferral actions which were invalidated by
the courts.

3. Funding from the General Fund for the University of California and
California State University was increased by about 6 percent ($121 million
and $107 million, respectively), and there was no increase in student fees.

4. Because of the effect of the pension payment, most other State
programs were continued at 1996-97 levels, adjusted for caseload changes.

5. Health and welfare costs were contained, continuing generally the
grant levels from prior years, as part of the initial implementation of the
CalWORKs program.

6. Unlike prior years, this Budget Act did not depend on uncertain
federal budget actions. About $300 million in federal funds, already
included in the federal fiscal year 1997 and 1998 budgets, was included in
the Budget Act, to offset incarceration costs for illegal aliens.

7. The Budget Act contained no tax increases, and no tax reductions. The
Renters Tax Credit was suspended for another year, saving approximately $500
million.

CURRENT STATE BUDGET

The discussion below of the 1998-99 Fiscal Year budget is based on estimates
and projections of revenues and expenditures for the current fiscal year and
must not be construed as statements of fact. These estimates and projections are
based upon various assumptions which may be affected by numerous factors,
including future economic conditions in the State and the nation, and there can
be no assurance that the estimates will be achieved.

1998-99 FISCAL YEAR BUDGET

Background

When the Governor released his proposed 1998-99 Fiscal Year Budget on
January 9, 1998, he projected General Fund revenues for the 1998-99 Fiscal Year
of $55.4 billion, and proposed expenditures in the same amount. By the time the
Governor released the May Revision to the 1998-99 Budget (the "May Revision") on
May 14, 1998, the Administration projected that revenues for the 1997-98 and
1998-99 Fiscal Years combined would be more than $4.2 billion higher than was
projected in January. The Governor proposed that most of this increased revenue
be dedicated to fund a 75% cut in the Vehicle License Fee (the "VLF").

The Legislature passed the 1998-99 Budget Bill on August 11, 1998, and the
Governor signed it on August 21, 1998. Some 33 companion bills necessary to
implement the budget were also signed. In signing the Budget Bill, the Governor
used his line-item veto power to reduce expenditures by $1.360 billion from the
General Fund, and $160 million from Special Funds. Of this total, the Governor
indicated that about $250 million of vetoed funds were "set aside" to fund
programs for education. Vetoed items included education funds, salary increases
and many individual resources and capital projects.

The 1998-99 Budget Act is based on projected General Fund revenues and
transfers of $57.0 billion (after giving effect to various tax reductions
enacted in 1997 and 1998), a 4.2% increase from the revised 1997-98 figures.
Special Fund revenues were estimated at $14.3 billion. The revenue projections
were based on the May Revision. Economic problems overseas since that time may
affect the May Revision projections.

After giving effect to the Governor's vetoes, the Budget Act provides
authority for expenditures of $57.3 billion from the General Fund (a 7.3%
increase from 1997-98), $14.7 billion from Special Funds, and $3.4 billion from
bond funds. The Budget Act projects a balance in the SFEU at June 30, 1999 (but
without including the "set aside" veto amount) of $1.255 billion, a little more
than 2% of General Fund revenues. The Budget Act assumes the State will carry
out its normal intra-year cash flow borrowing in the amount of $1.7 billion of
revenue anticipation notes, which are expected to be issued by early October.

The most significant feature of the 1998-99 budget was agreement on a total
of $1.4 billion of tax cuts. The central element is a bill which provides for a
phased-in reduction of the VLF. Since the VLF is currently transferred to cities
and counties, the bill provides for the General Fund to replace the lost
revenues. Starting on January 1, 1999, the VLF will be reduced by 25%, at a cost
to the General Fund of approximately $500 million in the 1998-99 Fiscal Year and
about $1 billion annually thereafter.

In addition to the cut in VLF, the 1998-99 budget includes both temporary
and permanent increases in the personal income tax dependent credit ($612
million General Fund cost in 1998-99, but less in future years), a nonrefundable
renters tax credit ($133 million), and various targeted business tax credits
($106 million). About half of the business tax credits will only become
effective if Proposition 7, an initiative measure which involves various tax
credits, is rejected by the voters on the November 3, 1998 ballot.

Other significant elements of the 1998-99 Budget Acts are as follows:

1. Proposition 98 funding for K-12 schools is increased by $1.7 billion
in General Fund moneys over revised 1997-98 levels, about $300 million
higher than the minimum Proposition 98 guaranty. An additional $600 million
was appropriated to "settle up" prior years' Proposition 98 entitlements,
and was primarily devoted to one-time uses such as block grants, deferred
maintenance, and computer and laboratory equipment. Of the 1998-99 funds,
major new programs include money for instructional and library materials,
deferred maintenance, support for increasing the school year to 180 days and
reduction of class sizes in Grade 9. The Governor held $250 million of
educational funds which were vetoed as set-aside for enactment of additional
reforms. Overall, per-pupil spending for K-12 schools under Proposition 98
is increased to $5,695, more than one-third higher than the level in the
last recession year of 1993-94. The Budget also includes $250 million as
repayment of prior years' loans to schools, as part of the settlement of the
CTA v. Gould lawsuit.

2. Funding for higher education increased substantially above the level
called for in the Governor's four-year compact. General Fund support was
increased by $340 million (15.6%) for the University of California and $267
million (14.1%) for the California State University system. In addition,
Community Colleges received a $300 million (6.6%) increase under Proposition
98.

3. The Budget includes increased funding for health, welfare and social
services programs. A 4.9% grant increase was included in the basic welfare
grants, the first increase in those grants in 9 years. Future increases will
depend on sufficient General Fund revenue to trigger the phased cuts in VLF
described above.

4. Funding for the judiciary and criminal justice programs increased by
about 11% over 1997-98, primarily to reflect increased State support for
local trial courts and rising prison population.

5. Various other highlights of the Budget included new funding for
resources projects, dedication of $376 million of General Fund moneys for
capital outlay projects, funding of a 3% State employee salary increase,
funding of 2,000 new Department of Transportation positions to accelerate
transportation construction projects, and funding of the Infrastructure and
Economic Development Bank ($50 million).

6. The State of California received approximately $167 million of
federal reimbursements to offset costs related to the incarceration of
undocumented alien felons for federal fiscal year 1997. The State
anticipates receiving approximately $195 million in federal reimbursements
for federal fiscal year 1998.

After the Budget Act was signed, and prior to the close of the Legislative
session on August 31, 1998, the Legislature passed a variety of fiscal bills.
The Governor had until September 30, 1998 to sign or veto these bills. The bills
with the most significant fiscal impact which the Governor signed include $235
million for certain water system improvements in Southern California, $243
million for the State share of the purchase of environmentally sensitive forest
lands, and $175 million for state prisons. The Governor also signed bills
totaling $223 million for education programs which were part of the Governor's
$250 million veto "set aside." In addition, he signed a bill passed by the
Legislature reducing by $577 million the State's obligation to contribute to the
State Teachers' Retirement System. On a net basis, most of these costs had
already been assumed in the 1998-99 Budget Act, and will not, in themselves,
have a material effect on the projected SFEU balance at June 30, 1999.

YEAR 2000

The State's reliance on information technology in every aspect of its
operations has made Year 2000-related ("Y2K") information technology ("IT")
issues a high priority for the State. The Department of Information Technology
("DOIT"), an independent office reporting directly to the Governor, is
responsible for ensuring the State's information technology processes are fully
functional before the year 2000. The DOIT has created a Year 2000 Task Force and
a California 2000 Office to establish statewide policy requirements; to gather,
coordinate, and share information; and to monitor statewide progress.

In late August 1998, the State Auditor ("BSA") released a report on "Year
2000 Computer Problems." The BSA surveyed 39 State departments and compared
their status to the March 31, 1998 DOIT quarterly report. The BSA Report also
noted concern that departments were not making adequate plans to test remediated
systems, were not focusing sufficiently on problems associated with data
interface with other governmental and private bodies, and were not far enough
along in developing "business continuation plans" to ensure continued operations
after January 1, 2000 in the event of IT problems. The DOIT responded in some
detail to the BSA Report, generally agreeing with its identification of issue
areas, and stating that it was following up on all areas with the departments.

Although the DOIT reports that State departments are making substantial
progress overall toward the goal of Y2K compliance, the task is very large and
will likely encounter unexpected difficulties. The State cannot predict whether
all mission critical systems will be ready and tested by late 1999 or what
impact failure of any particular IT system(s) or of outside interfaces with
State IT systems might have.

The State Treasurer's Office and the State Controller's Office report that
they are both on schedule to complete their Y2K remediation projects by December
31, 1998, allowing full testing during 1999. These systems include debt service
payments on State debt and the State fiscal and accounting system.

LITIGATION

The State is a party to numerous legal proceedings, many of which normally
occur in governmental operations. Following are some of the more significant
lawsuits against the State:

In the case of Board of Administration, California Public Employees'
Retirement System, et al. v. Pete Wilson, Governor, et al., plaintiffs
challenged the constitutionality of legislation which deferred payment of the
State's employer contribution to the Public Employees' Retirement System
beginning in Fiscal Year 1992-93. On January 11, 1995, the Sacramento County
Superior Court entered a judgment finding that the legislation
unconstitutionally impaired the vested contract rights of PERS members. The
judgment provides for issuance of a writ of mandate directing State defendants
to disregard the provisions of the legislation, to implement the statute
governing employer contributions that existed before the changes in the
legislation found to be unconstitutional, and to transfer to PERS the
contributions that were unpaid to date. On February 19, 1997, the State Court of
Appeal affirmed the decision of the Superior Court, and the Supreme Court
subsequently refused to hear the case, making the Court of Appeals' ruling
final. On July 30, 1997, the Controller transferred $1.228 billion from the
General Fund to PERS in repayment of the principal amount determined to have
been improperly deferred. Subsequent State payments to PERS will be made on a
quarterly basis. On July 7, 1998, pursuant to Chapter 94, Statutes of 1998, the
State paid PERS $332.7 million for the accrued interest on the judgement and
interest on the unpaid accured interest amount.

On June 24, 1998, plaintiffs in Howard Jarvis Taxpayers Association et al.
v. Kathleen Connell filed a complaint for certain declaratory and injunctive
relief challenging the authority of the State Controller to make payments from
the State Treasury in the absence of a state budget. On July 21, 1998, the trial
court issued a preliminary injunction prohibiting the State Controller from
paying moneys from the State Treasury for fiscal year 1998-99, with certain
limited exceptions, in the absence of a state budget. The preliminary
injunction, among other things, prohibited the State Controller from making any
payments pursuant to any continuing appropriation.

On July 22 and 27, 1998, various employee unions which had intervened in the
case appealed the trial court's preliminary injunction and asked the Court of
Appeal to stay the preliminary injunction. On July 28, 1998, the Court of Appeal
granted the unions' requests and stayed the preliminary injunction pending the
Court of Appeal's decision on the merits of the appeal. On August 5, 1998, the
Court of Appeal denied the plaintiffs' request to reconsider the stay. Also on
July 22, 1998, the State Controller asked the California Supreme Court to
immediately stay the trial court's preliminary injunction and to overrule the
order granting the preliminary injunction on the merits. On July 29, 1998, the
Supreme Court transferred the State Controller's request to the Court of Appeal.
The matters are now pending before the Court of Appeal.

In Jordan v. Department of Motor Vehicles, plaintiff challenged the validity
and constitutionality of the state's smog impact fee and requested a refund of
the fee. In October 1997, the trial court ruled in favor of plaintiff and, in
addition, ordered the State to provide refunds to all persons who paid the smog
impact fee from three years before the filing of the lawsuit in 1995 to the
present. Plaintiff asserts that the total amount required to be refunded will
exceed $350 million. The State has appealed.

The State is a defendant in several related cases, mainly California
Ambulance Association v. Shalala et al., in which the plaintiffs are seeking
action to compel the Department of Health Services to pay Part B ambulance and
physician services copayments under the Medicare and Medicaid Acts. Should the
plaintiffs prevail, the liability for retroactive payments is estimated to be
$490 million, and the liability for future payments can be in excess of $130
million annually. The General Fund and the federal government will share the
liability equally. A judgment was entered for the plaintiffs. The ninth Circuit
Court of Appeals, however, reversed the trial court's decision. Plaintiffs filed
a petition for certiorari at the United States Supreme Court, which the State
opposed. The petition is currently pending at the Supreme Court.

The State is a defendant in Ceridian Corporation v. Franchise Tax Board, a
suit which challenges the validity of two sections of the California Tax laws.
The first relates to deduction from corporate taxes for dividends received from
insurance companies to the extent the insurance companies have California
activities. The second relates to corporate deduction of dividends to the extent
the earnings of the dividend paying corporation have already been included in
the measure of their California tax. If both sections of the California Tax law
are invalidated, and all dividends become deductible, then the General Fund can
become liable for approximately $200-$250 million annually. A judgment was
entered in August 1998. The State will appeal.

The State is a defendant in the case of Kurt Hathaway, et al. v. Wilson, et
al., where the plaintiffs are challenging the legality of various budget action
transfers and appropriations from particular special funds for years ended June
30, 1995, and June 30, 1996. The plaintiffs allege that the transfers and
appropriations are contrary to the substantive law establishing the funds and
providing for interest accruals to the fund, violate the single subject
requirement of the State Constitution, and is an invalid "special law".
Plaintiffs seek to have monies totaling approximately $335 million returned to
the special funds. The plaintiffs and the State reached a settlement which
resolved all the issues presented in the case. Pursuant to the settlement,
judgment was entered in August 1998, requiring the State to return $19,427,000
from the General Fund to one special fund.

The State is involved in a lawsuit, Thomas Hayes v. Commission on State
Mandates, related to State-mandated costs. The action involves an appeal by the
Director of Finance from a 1984 decision by the State Board of Control (now
succeeded by the Commission on State Mandates ("Commission")). The Board of
Control decided in favor of local school districts' claims for reimbursement for
special education programs for handicapped students. The case was then brought
to the trial court by the State and later remanded to the Commission for
redetermination. The Commission has since expanded the claim to include
supplemental claims filed by seven other educational institutions; the issuance
of a final consolidated decision is anticipated sometime in late 1998. To date,
the Legislature has not appropriated funds. The liability to the State, if all
potentially eligible school districts pursue timely claims, has been estimated
by the Department of Finance at more than $1 billion.

The State is involved in a lawsuit related to contamination at the
Stringfellow toxic waste site. In United States, People of the State of
California v. J.B. Stringfellow, Jr. et al., the State is seeking recovery for
the past costs of cleanup of the site, a declaration that the defendants are
jointly and severally liable for future costs, and an injunction ordering
completion of the cleanup. However, the defendants have filed a counterclaim
against the State for alleged negligent acts. Because the State is the present
owner of the site, the State may be found liable. Present estimates of the
cleanup range from $300 million to $800 million.

The State is a defendant in a coordinated action involving 3,000 plaintiffs
seeking recovery for damages caused by the Yuba River flood of February 1986.
The trial court has found liability in inverse condemnation and awarded damages
of $500,000 to a sample of plaintiffs. The State's potential liability to the
remaining plaintiffs ranges from $800 million to $1.5 billion. An appeal has
been filed.

The State is a defendant in California State Employees Association v.
Wilson, where the petitioners are challenging several budget appropriations in
the 1994 and 1995 Budget Acts. The appropriations mandate the transfer of funds
from the State Highway Account, within the special revenue funds, to the General
Fund to reimburse the General Fund for debt service costs on two rail bond
measures. The petitioners contend that the transfers violate the bond acts
themselves and are requesting the monies be returned. The loss to the State's
General Fund could be up to $227 million.

In a similar case, Professional Engineers in California Government v.
Wilson, the petitioners are challenging several appropriations in the 1993,
1994, and 1995 Budget Acts. The appropriations mandate the transfer of
approximately $262 million from the State Highway Account, within the special
revenue funds, and $113 million from the Motor Vehicle Account, within the
special revenue funds, to the General Fund and appropriate approximately $6
million from the State Highway Account to fund a highway-grade crossing program
administered by the Public Utilities Commission. Petitioners contend that the
transfers violate several constitutional provisions and request that the monies
be returned to the State Highway Account and Motor Vehicle Account.

The State is a defendant in Just Say No To Tobacco Dough Campaign v. State
of California, where the petitioners challenge the appropriation of
approximately $166 million of Proposition 99 funds in the Cigarette and Tobacco
Products Surtax Fund for years ended June 30, 1990, through June 30, 1995 for
programs which were allegedly not health education or tobacco-related disease
research. If the State loses, the General Fund and funds from other sources
would be used to reimburse the Cigarette and Tobacco Products Surtax for
approximately $166 million.

The State is a defendant in two related cases, Beno vs. Sullivan ("Beno")
and Welch vs. Anderson ("Welch"), concerning reductions in Aid to Families with
Dependent Children ("AFDC") grant payments. In the Beno case, plaintiffs seek to
invalidate AFDC grant reductions and in the Welch case, plaintiffs contend that
AFDC grant reductions are not authorized by state law. The Beno case concerns
the total grant reductions while the Welch case concerns the period of time the
State did not have a waiver for those reductions. The State's potential
liability for retroactive AFDC grant reductions is estimated at $831 million if
the plaintiffs are awarded the full amount in both cases.

The University of California and the special purpose authorities, which are
discretely presented component units, are contingently liable in connection with
claims and contracts, including those currently in litigation, arising in the
normal course of their activities. The outcome of such matters are not expected
to have a material effect on the financial statements.

<PAGE>

APPENDIX C

ADDITIONAL INFORMATION CONCERNING

CONNECTICUT MUNICIPAL OBLIGATIONS

The following information is a summary of special factors affecting
investments in Connecticut Municipal Obligations. The sources of payment for
such obligations and the marketability thereof may be affected by financial or
other difficulties experienced by Connecticut (the "State") and certain of its
municipalities and public authorities. This summary does not purport to be a
complete description and is based on information from statements relating to
offerings of Connecticut bond issues. CitiFunds Connecticut Tax Free Reserves is
not responsible for the accuracy or timeliness of this information.

CERTAIN ECONOMIC CONSIDERATIONS

Connecticut's economy is diverse. Manufacturing employment in the State has
been on a downward trend since the mid-1980s, while non-manufacturing employment
has recovered most of its losses from its peak in the late 1980s. Manufacturing
is diversified, with transportation equipment the dominant industry. Connecticut
is a leading producer of aircraft engines and parts, submarines and helicopters.
The largest employers in these industries are United Technologies Corporation,
including its Pratt and Whitney Aircraft Division, with headquarters in East
Hartford, and Sikorsky Aircraft Division in Stratford as well as General
Dynamics Corporation's Electric Boat Division in Groton.

During the past ten years, Connecticut's manufacturing employment was at its
highest in 1988 at over 372,230 workers. Since that year, employment in
manufacturing has been on a downward trend, declining 25.8%, or a loss of 96,030
jobs by 1997 from 1988 levels. A number of factors, such as the overvalued
dollar of the mid-1980s, heightened foreign competition, a sharp decrease in
defense spending, and improved productivity played a significant role in
affecting the overall level of manufacturing employment. However, in 1997, total
manufacturing jobs in Connecticut registered a gain of 1,400 jobs, or 0.5%, over
1996.

Over the past several decades the non-manufacturing sector of the State's
economy has risen in economic importance, from just over 50% of total State
employment in 1950 to approximately 83% by 1997. This trend has decreased the
State's dependence on manufacturing. The State's non-manufacturing sector
expanded by 2.4% in 1997 as compared to 2.0% in 1996 and 1.9% in 1995. This
trend, which began in 1993, reversed three years of decline starting in 1990.
During the 1990s, however, Connecticut's growth in non-manufacturing employment
has lagged that of the New England region and the nation as a whole.

The non-manufacturing sector is comprised of industries that typically
provide a service. The four major industries in terms of employment are:
services, retail and wholesale trade, state and local government, as well as
finance, insurance and real estate ("FIRE"), which collectively comprise about
90% of employment in the non-manufacturing sector.

After enjoying an extraordinary boom during the mid-1980s, Connecticut, as
well as the rest of the Northeast, experienced an economic slowdown before the
onset of the national recession which occurred at the beginning of the 1990s.
Reflecting the downturn, the unemployment rate in the State rose from a low of
3% in 1988 to just above the national average of 7.5% during 1992.

FISCAL CONDITION IN RECENT YEARS

The State finances most of its operations through its General Fund. The
major components of General Fund revenues are State taxes, including the
personal income tax, the sales and use tax and the corporation business tax.
Miscellaneous fees, receipts, transfers and unrestricted federal grants account
for most of the other General Fund revenue.

The adopted budget for 1998-99 anticipates General Fund revenues of $9,992.0
million and General Fund expenditures of $9,972.1 million.

Beginning with the income year commencing on or after January 1, 1991, the
State imposed a personal income tax on the income of residents of the State
(including resident trusts and estates), part-year residents and certain
non-residents who have taxable income derived from or connected with sources
within Connecticut. For tax years commencing or after January 1, 1992, the tax
imposed is at the rate of 4.5% on Connecticut taxable income. Depending on
federal income tax filing status and Connecticut adjusted gross income, personal
exemptions ranging from $12,000 to $24,000 are available to taxpayers. In
addition, tax credits ranging from 1% to 75% of a taxpayer's Connecticut tax
liability are also available depending upon federal income tax filing status and
Connecticut adjusted gross income. Such exemptions and tax credits are phased
out at certain higher income levels. Neither the personal exemption nor the tax
credit described above is available to a trust or an estate. Legislation enacted
in 1995 effected a graduated rate structure beginning in tax year 1996. Under
this revised structure, the top rate remains at 4.5% with a rate of 3% on the
first $4,500 of taxable income for joint filers and the first $2,250 for single
filers. For tax year 1997, the 3% rate is expanded to the first $9,000 of
taxable income for joint filers and the first $4,500 for single filers.
Legislation enacted during the 1997 session expands the amount of taxable income
subject to the lower 3% rate. By tax year 1999, the first $20,000 of taxable
income for a joint filer and the first $10,000 of taxable income for a single
filer will be taxed at the 3% rate. In addition, the maximum $100 income tax
credit for property taxes will be expanded to a maximum of $350 per filer.
Taxpayers are also subject to a Connecticut minimum tax based on their
liability, if any, for payment of the federal alternative minimum tax.

The Sales Tax is imposed, subject to certain limitations, on the gross
receipts from certain transactions within the State of persons engaged in
business in the State, including (a) sales at retail of tangible personal
property, (b) the rendering of certain services, (c) the leasing or rental of
tangible personal property, (d) the producing, fabricating, processing,
printing, or imprinting of tangible personal property to special order or with
materials furnished by the consumer, (e) the furnishing, preparing or serving of
food, meals, or drinks, and (f) the transfer of occupancy of hotel or lodging
house rooms for a period not exceeding thirty consecutive calendar days. The Use
Tax is imposed on the consideration paid for certain services or purchases or
rentals of tangible personal property used within the State pursuant to a
transaction not subject to the Sales Tax. A separate rate of 12% is charged on
the occupancy of hotel rooms. Effective October 1, 1991, the tax rate for the
Sales and Use Taxes was reduced from eight percent to six percent. Various
exemptions from the Sales and Use Taxes are provided, based on the nature, use
or price of the property or services involved or the identity of the purchaser.
Tax returns and accompanying payments with respect to revenues from these taxes
are generally due monthly on or before the last day of the month next succeeding
the taxable month.

The Corporation Business Tax provides for three methods of computation. The
taxpayer's liability is the greatest amount computed under any of the three
methods. The first method of computation is a tax measured by the net income of
a taxpayer (the "Income-Base Tax"). Net income, except as applied to insurance
companies, means federal gross income with limited variations less certain
deductions, most of which correspond to the deductions allowed under the
Internal Revenue Code of 1986, as amended from time to time. In the case of life
insurance companies subject to the Corporation Business Tax, net income means
life insurance company taxable income, as determined for federal income tax
purposes, with certain adjustments. The Income-Base Tax had been levied at the
rate of 10.5% until January 1, 1998 when it was decreased to 9.5%. Legislation
enacted in 1993 and subsequent years instituted a phase down in the corporation
tax rate so that by the income year commencing on or after January 1, 2000 the
corporate rate will be 7.5%. The second method of computing the Corporation
Business Tax, from which domestic insurance companies are exempted, is an
alternative tax on capital. This alternative tax is determined either as a
specific maximum dollar amount or at a flat rate on a defined base, usually
related in whole or part to its capital stock and balance sheet surplus, profit
and deficit. The third method of computing the Corporation Business Tax is the
minimum tax which is a flat $250. Corporations must compute their tax under all
three methods and pay the tax under the highest computation.

Other tax revenues are derived from inheritance taxes, taxes on gross
receipts of hospital and public service corporations, taxes on net direct
premiums of insurance companies, taxes on oil companies, cigarette and alcoholic
beverage excise taxes, real estate conveyance taxes and other miscellaneous tax
sources.

Federal grants in aid are normally conditioned to some degree, depending
upon the particular program being funded, on resources provided by the State.
More than 99% of unrestricted federal grant revenue is expenditure driven. The
largest federal grants in fiscal 1998 were made for the purposes of providing
medical assistance payments to the indigent and Aid to Families with Dependent
Children. The State also receives certain restricted federal grants which are
not reflected in annual appropriations but which nonetheless are accounted for
in the General Fund. In addition, the State receives certain federal grants
which are not accounted for in the General Fund but are allocated to the
Transportation Fund, various Capital Project Funds and other funds.

Other non-tax revenues are derived from special revenue transfers; Indian
gaming payments; licenses, permits and fees; sales of commodities and services;
rents, fines and escheats; investment income; and other miscellaneous revenue
sources.

In November 1992, electors approved an amendment to the State Constitution
providing that the amount of general budget expenditures authorized for any
fiscal year shall not exceed the estimated amount of revenue for such fiscal
year. This amendment also provides for a cap on budget expenditures. The General
Assembly is precluded from authorizing an increase in general budget
expenditures for any fiscal year above the amount of general budget expenditures
authorized for the previous fiscal year by a certain percentage which exceeds
the greater of the percentage increase in personal income or the percentage
increase in inflation, unless the Governor declares an emergency or the
existence of extraordinary circumstances and at least three-fifths of the
members of each house of the General Assembly vote to exceed such limit for the
purposes of such emergency or extraordinary circumstances. The limitation on
general budget expenditures does not include expenditures for the payment of
bonds, notes or other evidences of indebtedness. There is no statutory or
constitutional prohibition against bonding for general budget expenditures.

By statute, no bonds, notes or other evidences of indebtedness for borrowed
money payable from General Fund tax receipts of the State shall be authorized by
the General Assembly except as shall not cause the aggregate amount of (1) the
total amount of bonds, notes or other evidences of indebtedness payable from
General Fund tax receipts authorized by the General Assembly but which have not
been issued and (2) the total amount of such indebtedness (excluding short-term
and certain other indebtedness) which has been issued and remains outstanding,
to exceed 1.6 times the total estimated General Fund tax receipts of the State
for the fiscal year in which any such authorization will become effective. As a
result, the State had a debt incurring margin as of December 1, 1998 of
2,390,431,253.

ADDITIONAL CONSIDERATIONS

The classification of Landmark Connecticut Tax Free Reserves under the
Investment Company Act of 1940 as a "non-diversified" investment company allows
it to invest more than 5% of its assets in the securities of any issuer, subject
to satisfaction of certain tax requirements. Because of the relatively small
number of issuers of Connecticut obligations, the Fund is likely to invest a
greater percentage of its assets in the securities of a single issuer than is an
investment company which invests in a broad range of Municipal Obligations.
Therefore, the Fund would be more susceptible than a diversified fund to any
single adverse economic or political occurrence or development affecting
Connecticut issuers. The Fund will also be subject to an increased risk of loss
if the issuer is unable to make interest or principal payments or if the market
value of such securities declines. It is also possible that there will not be
sufficient availability of suitable Connecticut tax-exempt obligations for the
Fund to achieve its objective of providing income exempt from Connecticut taxes.

Landmark Connecticut Tax Free Reserves may invest 25% or more of its assets
in Connecticut Municipal Obligations of the same type, including, without
limitation, the following: general obligations of the State of Connecticut and
its political subdivisions; lease rental obligations of state and local
authorities; obligations of state and local housing finance authorities,
municipal utilities systems or public housing authorities; or industrial
development or pollution control bonds issued for hospitals, electric utility
systems, steel companies, life care facilities or other purposes. This may make
the Fund more susceptible to adverse economic, political, or regulatory
occurrences affecting a particular category of issuers.

Connecticut Municipal Obligations also include obligations of the
governments of Puerto Rico and other U.S. territories and their political
subdivisions to the extent that these obligations are exempt from Connecticut
State personal income taxes. Accordingly, the Fund may be adversely affected by
local political and economic conditions and developments within Puerto Rico and
certain other U.S. territories affecting the issuers of such obligations. The
economy of Puerto Rico is dominated by the manufacturing and service sectors
(including finance and tourism). Investments in fixed capital, including public
infrastructure, private development and construction, and purchases of equipment
and machinery, increased significantly during 1996 and accounted for
approximately 24.9% of Puerto Rico's gross domestic product. The economy of
Puerto Rico expanded significantly from 1986 through 1990, with yearly increases
in gross domestic product ranging from 4.4% for 1988 to 2.5% for 1990. Gross
domestic product increased moderately for the following two years, at yearly
rates of 0.9% for 1991 and 0.8% for 1992. Between 1993 and 1995, Puerto Rico
experienced more significant yearly increases in gross domestic product, ranging
from 2.5% in 1994 to 3.4% in 1995. Annual increases in gross domestic product
for the years 1996 and 1997 were 3.3% and 3.2% respectively. The increase in
gross domestic product for the past fiscal year is due, in large part, to a high
growth in the internal investment of fixed capital accompanied by increases in
the expenditures of personal consumption and of the government. These increases
were somewhat offset by an increase in the negative balance of net sales of
merchandise and services to the rest of the world. Although the Puerto Rico
unemployment rate has declined substantially since 1983, the unemployment rate
for 1997 was approximately 13.1%. The economic projections for fiscal years 1998
and 1999 show that the sustained growth seen in the economy of Puerto Rico since
1993 will continue throughout the next two years. Indeed, the economic
indicators concerning the movements of the economy during the months gone by of
the current fiscal year confirm this general trajectory. The growth projections
are based on a variety of factors, including: the stability of interest rates; a
certain level of confidence by the consumer; the policy of the Government of
Puerto Rico as a facilitator in the processes for development of new projects;
and the priority given to the commencement and continuation of infrastructure
projects.

YEAR 2000

The State has coordinated a review of its Year 2000 exposures through its
Department of Information Technology ("DOIT"). To date, DOIT has assessed
approximately 1360 computer systems (of the State's approximately 1500 systems)
of which 770 have been categorized as mission critical. As of October 30, 1998,
63% of the programs in mission critical systems requiring remediation had been
converted, and 27% of the testing cycles required to validate compliance in
mission critical systems had been completed. A target date of March 31, 1999 has
been established for completion of remediation and testing activities for
mission critical systems, however, some agency project plans anticipate
completion dates in the second and third quarters.

The State Legislature approved $15.0 million in bonding in 1997-98 for
equipment and related costs of the Year 2000 issue. An additional $80 million
was appropriated to DOIT as part of the 1998-1999 Midterm Budget Adjustments.

The State presently believes that, with modifications to existing software
and converting to new software, the Year 2000 problem will not pose significant
operations problems for the State's computer systems as so modified or
converted. While the State expects its Year 2000 plan to be enough time to
adequately test all computer systems for Year 2000 problems. There is a related
risk that testing does not satisfactorily reveal all Year 2000 software or
hardware problems. Also, there can be no assurance that the systems of other
companies on which the State's systems or service commitments may rely will be
completed in a timely fashion. If the necessary remediations are not completed
in a timely fashion, the Year 2000 problem may have a material impact on the
operations of the State.

RECENT RATINGS OF CERTAIN GENERAL OBLIGATION BONDS

Moody's, Standard & Poor's and Fitch IBCA assigned their municipal bond
ratings of Aa3, AA- and AA, respectively, to the outstanding general obligation
bonds of the State. Each such rating reflects only the views of the respective
rating agency, and an explanation of the significance of such rating may be
obtained from such rating agency. There is no assurance that such ratings will
continue for any given period of time or that they will not be revised or
withdrawn entirely by the rating agency if, in the judgment of such rating
agency, circumstances so warrant. A downward revision or withdrawal of any such
rating may have an adverse effect on the market price of the State's general
obligation bonds.

LITIGATION

The State, its officers and employees are defendants in numerous lawsuits.
The ultimate disposition and fiscal consequences of these lawsuits are not
presently determinable. The Attorney General's Office has reviewed the status of
pending lawsuits and reports that it is the opinion of the Attorney General that
such pending litigation will not be finally determined so as to result
individually or in the aggregate in a final judgment against the State which
would materially adversely affect its financial position, except that in the
cases described below the fiscal impact of an adverse decision might be
significant but is not determinable at this time. The cases described in this
section generally do not include any individual case where the fiscal impact of
an adverse judgment is expected to be less than $15 million, but adverse
judgments in a number of such cases could, in the aggregate and in certain
circumstances, have a significant impact.

Connecticut Criminal Defense Lawyers Association v. Forst is an action
brought in 1989 in Federal District Court alleging a pervasive campaign by the
State and various State Police officials of illegal electronic surveillance,
wiretapping and bugging for a number of years at Connecticut State Police
facilities. The plaintiffs seek compensatory damages, punitive damages, as well
as other damages and costs and attorneys fees, as well as temporary and
permanent injunctive relief. In November 1991, the court issued an order which
will allow the plaintiffs to represent a class of all persons who participated
in wire or oral communications to, from, or within State Police facilities
between January 1, 1974 and November 9, 1989 and whose communications were
intercepted, recorded and/or used by the defendants in violation of the law.
This class includes a sub-class of the Connecticut State Police Union, current
and former Connecticut State Police officers who are not defendants in this or
any consolidated case, and other persons acting on behalf of the State Police
who participated in oral or wire communications to, from or within State Police
facilities between such dates.

Sheff v. O'Neill is a Superior Court action brought in 1989 on behalf of
black and Hispanic school children in the Hartford school district. The
plaintiffs sought a declaratory judgment that the public schools in the greater
Hartford metropolitan area are segregated de facto by race and ethnicity and are
inherently unequal to their detriment. They also sought injunctive relief
against state officials to provide them with an "integrated education." On April
12, 1995, the Superior Court entered judgment for the State. On July 9, 1996,
the State Supreme Court reversed the Superior Court judgment and remanded the
case with direction to render a declaratory judgment in favor of the plaintiffs.
The Court directed the legislature to develop appropriate measures to remedy the
racial and ethnic segregation in the Hartford public schools. The Supreme Court
also directed the Superior Court to retain jurisdiction of this matter. The 1997
General Assembly enacted P.A. 97-290, An Act Enhancing Educational
Opportunities, in response to the Supreme Court decision. In response to a
motion filed by the plaintiffs, the Superior Court in 1998 ordered the State to
show cause as to whether there has been compliance with the Supreme Court's
ruling.

The Connecticut Traumatic Brain Injury Association, Inc. v. Hogan is a
Federal District Court civil rights action brought in 1990 on behalf of all
persons with retardation or traumatic brain injury who have been, or may be,
placed in Norwich, Fairfield Hills or Connecticut Valley Hospitals. The
plaintiffs claim that the treatment and training they need is unavailable in
state hospitals for the mentally ill and that placement in those hospitals
violates their constitutional rights. The plaintiffs seek relief which would
require that the plaintiff classmembers be transferred to community residential
settings with appropriate support services. This case has been settled as to all
persons with mental retardation by their eventual discharge from Norwich and
Fairfield Hills Hospital. The case is still proceeding as to those persons with
traumatic brain injury. The Court in 1998 expanded the class of plaintiffs to
include persons who are or have been in the custody of the Department of Mental
Health and Addiction Services at any time during the pendency of the case
without reference to a particular facility.

Johnson v. Rowland is a Superior Court action brought in 1998 in the name of
several public school students and the Connecticut municipalities in which the
students reside, seeking a declaratory judgment that the State's current system
of financing public education through local property taxes and State payments to
municipalities determined under a statutory Education Cost Sharing ("ECS")
formula violates the Connecticut Constitution. Additionally, the suit seeks
various injunctive orders requiring the State to, among other things, cease
implementation of the present system, modify the ECS formula, and fund the ECS
formula at the level contemplated in the original 1988 public act which
established the ECS.

Several suits have been filed since 1977 in the Federal District Court and
the Connecticut Superior Court on behalf of alleged Indian Tribes in various
parts of the State, claiming monetary recovery as well as ownership of land in
issue. Some of these suits have been settled or dismissed. The plaintiff group
in the remaining suits is the alleged Golden Hill Paugussett Tribe and the lands
involved are generally located in Bridgeport, Trumball, Orange, Shelton and
Seymour. There may be additional suits filed by other alleged Indian Tribes
claiming ownership of land located in the State of Connecticut but to which the
State is not a party. One such claim involves the alleged Schaghticoke Indian
Tribe claiming privately and town held lands in the Town of Kent.

<PAGE>

APPENDIX D

ADDITIONAL INFORMATION CONCERNING

NEW YORK MUNICIPAL OBLIGATIONS

The following information is a summary of special factors affecting
investments in New York Municipal Obligations. The sources of payment for such
obligations and the marketability thereof may be affected by financial or other
difficulties experienced by New York State (the "State") and certain of its
municipalities and public authorities. This information does not purport to be a
complete description and is based on information from official statements
relating to securities offerings of New York issuers. CitiFunds New York Tax
Free Reserves is not responsible for the accuracy or timeliness of this
information.

NEW YORK STATE

The factors affecting the State's financial condition are complex and the
following description constitutes only a summary.

CURRENT ECONOMIC OUTLOOK

The State has updated the forecast of national and state economic activity
used in the July 1998 First Quarterly Update. At the national level, the current
projected growth rate for 1998, as a whole, represents only a slight change from
the earlier forecast. For 1999, however, the annual national growth rate is now
anticipated to be significantly lower than had been previously predicted.
Economic growth during both 1998 and 1999 is expected to be slower than it was
during 1997. The financial and economic turmoil which started in Asia and has
spread to other parts of the world is expected to continue to negatively affect
U.S. trade balances throughout most of 1999. In addition, growth in domestic
consumption, which has been a major driving force behind the nation's strong
economic performance in recent years, is expected to slow in 1999 as consumer
confidence retreats from historic highs and the stock market ceases to provide
large amounts of discretionary income. However, the lower short-term interest
rates which are expected to be in force during 1999 should help prevent a
recession. The revised forecast projects real GDP growth of 3.4 percent in 1998,
moderately below the 1997 growth rate. In 1999, real GDP growth is expected to
fall further, to 1.6 percent. The growth of nominal GDP is projected to decline
from 5.9 percent in 1997 to 4.6 percent in 1998 and 3.7 percent in 1999. The
inflation rate is expected to drop to 1.7 percent in 1998 before rising to 2.7
percent in 1999. The annual rate of job growth is expected to be 2.5 percent in
1998, almost equaling the strong growth rate experienced in 1997. In 1999,
however, employment growth is forecast to slow markedly, to 1.9 percent. Growth
in personal income and wages is expected to slow in 1998 and again in 1999.

The State economic forecast for 1998 has been raised slightly from the First
Quarterly Update, but the forecast for 1999 has generally been lowered.
Continued growth is projected in 1998 and 1999 for employment, wages, and
personal income, although, for 1999, a significant slowdown in the growth rates
of personal income and wages are expected. The growth of personal income is
projected to rise from 4.7 percent in 1997 to 5.0 percent in 1998, but then drop
to 3.4 percent in 1999, in part because growth in bonus payments is expected to
moderate significantly, a distinct shift from the unusually high increases of
the last few years. Overall employment growth is expected to be 2.0 percent in
1998, the strongest in a decade, but is expected to drop to 1.0 percent in 1999,
reflecting the slowing growth of the national economy, continued spending
restraint in government, less robust profitability in the financial sector and
continued restructuring in the manufacturing, health care, and banking sectors.

Many uncertainties exist at this time in any forecast of the national and
State economies, particularly in light of the recent volatility in the
international economy and domestic financial markets. The timing and impact of
changes in economic conditions are difficult to estimate with a high degree of
accuracy. Unforeseeable events may occur. The actual rate of change in any or
all, of the concepts that are forecasted may differ substantially and adversely
from the outlook described herein.

1997-98 FISCAL YEAR

The State ended its 1997-98 fiscal year in balance on a cash basis, with a
General Fund cash surplus as reported by DOB of approximately $2.04 billion. The
cash surplus was derived primarily from higher-than-anticipated receipts and
lower spending on welfare, Medicaid, and other entitlement programs.

The General Fund had a closing balance of $638 million, an increase of $205
million from the prior fiscal year. The balance is held in three accounts within
the General Fund: the Tax Stabilization Reserve Fund ("TSRF"), the Contingency
Reserve Fund ("CRF") and the Community Projects Fund ("CPF"). The TSRF closing
balance was $400 million, following a required deposit of $15 million (repaying
a transfer made in 1991-92) and an extraordinary deposit of $68 million made
from the 1997-98 surplus. The CRF closing balance was $68 million, following a
$27 million deposit from the surplus. The CPF, which finances legislative
initiatives, closed the fiscal year with a balance of $170 million, an increase
of $95 million. The General Fund closing balance did not include $2.39 billion
in the tax refund reserve account, of which $521 million was made available as a
result of the Local Government Assistance Corporation ("LGAC") financing program
and was required to be on deposit on March 31, 1998.

General Fund receipt and transfers from other funds for the 1997-98 fiscal
year (including net tax refund reserve account activity) totaled $34.55 billion,
an annual increase of $1.51 billion, or 4.57 percent over 1996-97. General Fund
disbursements and transfers to other funds were $34.35 billion, an annual
increase of $1.45 billion or 4.41 percent.

1996-97 FISCAL YEAR

The State ended its 1996-97 fiscal year on March 31, 1997 in balance on a
cash basis, with a General Fund cash surplus as reported by DOB of approximately
$1.2 billion. The cash surplus was derived primarily from higher-than-expected
receipts and lower-than-expected spending for social services programs.

The General Fund closing fund balance was $433 million, an increase of $146
million from the 1995-96 fiscal year. The balance included $317 million in the
TSRF, after a required deposit of $15 million and an additional deposit of $65
million in 1996-97. In addition, $41 million remained on deposit in the CRF. The
remaining $75 million reflected amounts then on deposit in the Community
Projects Fund. The General Fund closing fund balance did not include $1.86
billion in the tax refund reserve account, of which $521 million was made
available as a result of the LGAC financing program and was required to be on
deposit as of March 31, 1997.

General Fund receipts and transfers from other funds for the 1996-97 fiscal
year totaled $33.04 billion, an increase of 0.7 percent from the previous fiscal
year (including net tax refund reserve account activity). General Fund
disbursements and transfers to other funds totaled $32.90 billion for the
1996-97 fiscal year, an increase of 0.7 percent from the 1995-96 fiscal year.

1995-96 FISCAL YEAR

The State ended its 1995-96 fiscal year on March 31, 1996 with a General
Fund cash surplus as reported by DOB, of $445 million. The cash surplus was
derived from higher-than-expected receipts, savings generated through agency
cost controls and lower-than-expected welfare spending.

The General Fund closing fund balance was $287 million, an increase of $129
million from 1994-95 levels. The $129 million change in fund balance is
attributable to the $65 million voluntary deposit to the TSRF, a $15 million
required deposit to the TSRF, a $40 million deposit to the CRF, and a $9 million
deposit to the Revenue Accumulation Fund. The closing fund balance included $237
million on deposit in the TSRF. In addition, $41 million was on deposit in the
CRF. The remaining $9 million reflected amounts then on deposit in the Revenue
Accumulation Fund. The General Fund closing balance does not include $678
million in the tax refund reserve account of which $521 million was made
available as a result of the LGAC financing program and was required to be on
deposit as of March 31, 1996.

General Fund receipts and transfers from other funds (including net refund
reserve account activity) totaled $32.81 billion, a decrease of 1.1 percent from
1994-95 levels. General Fund disbursements and transfers to other funds totaled
$32.68 billion for the 1995-96 fiscal year, a decrease of 2.2 percent from
1994-95 levels.

Rating Agencies Actions: On February 8, 1993, Fitch IBCA assigned its
municipal bond rating of A+ to the State's general obligation bonds. Moody's
assigned its municipal bond rating of A2 on February 10, 1997, and as of August
28, 1997, Standard & Poor's assigned its rating of A to the State's general
obligation bonds. Each such rating reflects only the views of the respective
rating agency, and an explanation of the significance of such rating may be
obtained from such rating agency. There is no assurance that such ratings will
continue for any given period of time or that they will not be revised or
withdrawn entirely by such rating agency if, in the judgment of such rating
agency, circumstances so warrant. A downward revision or withdrawal of any such
rating may have an adverse effect on the market price of the State's general
obligation bonds.

PUBLIC AUTHORITIES

The fiscal stability of the State is related, in part, to the fiscal
stability of its public authorities, meaning public benefit corporations created
pursuant to State law, other than local authorities. Public authorities are not
subject to the constitutional restrictions on the incurrence of debt which apply
to the State itself and may issue bonds and notes within the amounts, and
restrictions set forth in legislative authorization. The State's access to the
public credit markets could be impaired, and the market price of its outstanding
debt may be materially and adversely affected, if any of its public authorities
were to default on their respective obligations, particularly those using the
financing techniques referred to as State-supported or State-related debt. As of
December 31, 1997, there were 17 public authorities that had outstanding debt of
$100 million or more, and the aggregate outstanding debt, including refunding
bonds, of all State public authorities was $84 billion, only a portion of which
constitutes State-supported or State related debt.

The State has numerous public authorities with various responsibilities,
including those which finance, construct and/or operate revenue producing public
facilities. Public authorities generally pay their operating expenses and debt
service costs from revenues generated by the projects they finance or operate,
such as tolls charged for the use of highways, bridges or tunnels, charges for
public power, electrical gas utility services, rentals charged for housing
units, and charges for occupancy at medical care facilities.

In addition, State legislation authorizes several financing techniques for
public authorities. Also, there are statutory arrangements providing for State
local assistance payments, otherwise payable to localities, to be made under
certain circumstances to public authorities. Although the State has no
obligation to provide additional assistance to localities whose local assistance
payments have been paid to public authorities under these arrangements, the
affected localities could seek additional State assistance if local assistance
payments are so diverted.

Some authorities also receive moneys from State appropriations to pay for
the operating costs of certain of their programs. As described below, the
Metropolitan Transportation Authority ("MTA") receives the bulk of this money in
order to provide transit and commuter services.

Beginning in 1998, the Long Island Power Authority ("LIPA") assumed
responsibility for the provision of electric utility services previously
provided by Long Island Lighting Company for Nassau, Suffolk and a portion of
Queen Counties, as part of an estimated $7 billion financing plan. As of June
26, 1998, LIPA has issued over $5 billion in bonds secured solely by ratepayer
charges. LIPA's debt is not considered either State-supported or State-related
debt.

METROPOLITAN TRANSPORTATION AUTHORITY

The MTA oversees the operation of subway and bus lines in New York City by
its affiliates, the New York City Transit Authority and the Manhattan and Bronx
Surface Transit Operating Authority (collectively, the "TA"). The MTA operates
certain commuter rail and bus services in the New York Metropolitan area through
MTA's subsidiaries, the Long Island Rail Road Company, the Metro- North Commuter
Railroad Company, and the Metropolitan Suburban Bus Authority. In addition, the
Staten Island Rapid Transit Operating Authority, an MTA subsidiary, operates a
rapid transit line on Staten Island. Through its affiliated agency, the
Triborough Bridge and Tunnel Authority (the "TBTA"), the MTA operates certain
intrastate toll bridges and tunnels. Because fare revenues are not sufficient to
finance the mass transit portion of these operations, the MTA has depended on,
and will continue to depend on, operating support from the State, local
governments and TBTA, including loans, grants and subsidies. If current revenue
projections are not realized and/or operating expenses exceed current
projections, the TA or commuter railroads may be required to seek additional
State assistance, raise fares or take other actions.

Since 1980, the State has enacted several taxes -- including a surcharge on
the profits of banks, insurance corporations and general business corporations
doing business in the 12-county Metropolitan Transportation Region served by the
MTA and a special one-quarter of 1 percent regional sales and use tax -- that
provide revenues for mass transit purposes, including assistance to the MTA.
Since 1987 State law has required that the proceeds of a one-quarter of 1
percent mortgage recording tax paid on certain mortgages in the Metropolitan
Transportation Region be deposited in a special MTA fund for operating or
capital expenses. In 1993, the State dedicated a portion of certain additional
State petroleum business tax receipts to fund operating or capital assistance to
the MTA. For the 1998-99 State fiscal year, total State assistance to the MTA is
projected to total approximately $1.3 billion, an increase of $133 million over
the 1997-98 fiscal year.

State legislation accompanying the 1996-97 adopted State budget authorized
the MTA, TBTA and TA to issue an aggregate of $6.5 billion in bonds to finance a
portion of the $12.17 billion MTA capital plan for the 1995 through 1999
calendar years (the "1995-99 Capital Program"). In July 1997, the Capital
Program Review Board ("CPRB") approved the 1995-99 Capital Program (subsequently
amended in August 1997), which supercedes the overlapping portion of the MTA's
1992-96 Capital Program. The 1995-99 Capital Program is the fourth capital plan
since the Legislature authorized procedures for the adoption, approval and
amendment of MTA capital programs and is designed to upgrade the performance of
the MTA's transportation systems by investing in new rolling stock, maintaining
replacement schedules for existing assets and bringing the MTA system into a
state of good repair. The 1995-99 Capital Program assumes the issuance of an
estimated $5.2 billion in bonds under this $6.5 billion aggregate bonding
authority. The remainder of the plan is projected to be financed through
assistance from the federal government, the State, the City of New York, and
from various other revenues generated from actions taken by the MTA.

There can be no assurance that all the necessary governmental actions for
future capital programs will be taken, that funding sources currently identified
will not be decreased or eliminated, or that the 1995-99 Capital Program, or
parts thereof, will not be delayed or reduced. Should funding levels fall below
current projections, the MTA would have to revise its 1995-99 Capital Program
accordingly. If the 1995-99 Capital Program is delayed or reduced, ridership and
fare revenues may decline, which could, among other things, impair the MTA's
ability to meet its operating expenses without additional assistance.

LOCALITIES
THE CITY OF NEW YORK

The fiscal health of the State may also be affected by the fiscal health of
New York City (the "City"), which continues to require significant financial
assistance from the State. State aid contributes to the City's ability to
balance its budget and to meet its cash requirements. The State may also be
affected by the ability of the City and certain entities issuing debt for the
benefit of the City to market their securities successfully in the public credit
markets. The City has achieved balanced operating results for each of its fiscal
years since 1981 as reported in accordance with the then-applicable GAAP
standards.

FISCAL OVERSIGHT

In response to the City's fiscal crisis in 1975, the State took action to
assist the City in returning to fiscal stability. Among those actions, the State
established the Municipal Assistance Corporation for the City of New York ("NYC
MAC") to provide financing assistance to the City; the New York State Financial
Control Board (the "Control Board") to oversee the City's financial affairs; and
the Office of the State Deputy Comptroller for the City of New York ("OSDC") to
assist the Control Board in exercising its powers and responsibilities. A
"Control Period" existed from 1975 to 1986 during which the City was subject to
certain statutorily-prescribed fiscal controls. Although the Control Board
terminated the Control Period in 1986 when certain statutory conditions were
met. State law requires the Control Board to reimpose a Control Period upon the
occurrence or "substantial likelihood and imminence" of the occurrence of
certain events, including (but not limited to) a City operating budget deficit
of more than $100 million or impaired access to the public credit markets.

Currently, the City and its Covered Organizations (i.e., those which receive
or may receive moneys from the City directly, indirectly or contingently)
operate under a four-year financial plan (the "Financial Plan") which the City
prepares annually and periodically updates. The City's Financial Plan summarizes
its capital, revenue and expense projections and outlines proposed gap-closing
programs for years with projected budget gaps. The City's projections set forth
in the Financial Plan are based on various assumptions and contingencies, some
of which are uncertain and may not materialize. Unforeseen developments and
changes in major assumptions could significantly affect the City's ability to
balance its budget as required by State law and to meet its annual cash flow and
financing requirements.

To successfully implement its Financial Plan, the City and certain entities
issuing debt for the benefit of the City to market their securities
successfully. The City issues securities to finance, refinance and rehabilitate
infrastructure and other capital needs, as well as for seasonal financing needs.
In 1997 the State created the New York City Transitional Finance Authority to
finance a portion of the City's capital program because the City was approaching
its State Constitutional general debt limit. Without the additional financing
capacity of the Transitional Finance Authority, projected contracts for City
capital projects would have exceeded the City's debt limit during City fiscal
year 1997-98. Despite this additional financing mechanism, the City currently
projects that if no further action is taken, it will reach its debt limit in
City fiscal year 1999-2000. On June 2, 1997, an action was commenced seeking a
declaratory judgment declaring the legislation establishing the Transitional
Finance Authority to be unconstitutional. On November 25, 1997 the State Supreme
Court found the legislation establishing the TFA to be constitutional and
granted the defendants' motion for summary judgment. The plaintiffs have
appealed the decision. Future developments concerning the City or entities
issuing debt for the benefit of the City, and public discussion of such
developments, as well as prevailing market conditions and securities credit
ratings, may affect the ability or cost to sell securities issued by the City or
such entities and may also affect the market for their outstanding securities.

MONITORING AGENCIES

The staffs of the Control Board, OSDC and the City Comptroller issue
periodic reports on the City's Financial Plans. The reports analyze the City's
forecasts of revenues and expenditures, cash flow, and debt service
requirements, as well as evaluate compliance by the City and its Covered
Organizations with the Financial Plan. According to recent staff reports, while
economic growth in New York City has been slower than in other regions of the
country, a surge in Wall Street profitability resulted in increased tax revenues
and generated a substantial surplus for the City in City fiscal year 1996-97.
Recent staff reports also indicate that the City projects a substantial surplus
for City fiscal year 1997-98. Although several sectors of the City's economy
have expanded recently, especially tourism and business and professional
services, City tax revenues remain heavily dependent on the continued
profitability of the securities industries and the course of the national
economy. Staff reports have indicated that recent City budgets have been
balanced in part through the use of non-recurring resources and that the City's
Financial Plan tends to rely in part on actions outside its direct control.
These reports have also indicated that the City has not yet brought its
long-term expenditure growth in line with recurring revenue growth and that the
City is therefore likely to continue to face substantial gaps between forecast
revenues and expenditures in future years that must be closed with reduced
expenditures and/or increased revenues. In addition to these monitoring
agencies, the Independent Budget Office ("IBO") has been established pursuant to
the City Charter to provide analysis to elected officials and the public on
relevant fiscal and budgetary issues affecting the City. Copies of the most
recent Control Board, OSDC and City Comptroller, and IBO staff reports are
available by contacting the Control Board at 270 Broadway, 21st Floor, New York,
NY, 10007, Attention: Executive Director; OSDC at 270 Broadway, 23rd Floor, New
York, NY 10007, Attention: Deputy Comptroller; the City Comptroller at Municipal
Building, Room 517, One Centre Street, New York, NY 10007, Attention: Deputy
Comptroller, Finance; and the IBO at 110 William Street, 14th Floor, New York,
NY 10038, Attention: Director.

OTHER LOCALITIES

Certain localities outside New York City have experienced financial problems
and have requested and received additional State assistance during the last
several State fiscal years. The cities of Yonkers and Troy continue to operate
under State-ordered control agencies. The potential impact on the State of any
future requests by localities for additional assistance is not included in the
projections of the State's receipts and disbursements for the State's 1998-99
fiscal year.

Eighteen municipalities received extraordinary assistance during the 1996
legislative session through $50 million in special appropriations targeted for
distressed cities and twenty-eight municipalities received more than $32 million
in targeted unrestricted aid in the 1997-98 budget. Both of these emergency aid
packages were largely continued through the 1998-99 budget. The State also
dispersed an additional $21 million among all cities, towns and villages, a 3.9
percent increase in General Purpose State Aid in 1997-98 and continued this
increase in 1998-99.

The 1998-99 budget includes an additional $29.4 million in unrestricted aid
targeted to 57 municipalities across the State. Other assistance for
municipalities with special needs totals more than $25.6 million. Twelve upstate
cities will receive $24.2 million in one-time assistance from cash flow
acceleration of State aid.

The appropriation and allocation of general purpose local government aid
among localities, including New York City, is currently the subject of
investigation by a State commission. While the distribution of general purpose
local government aid was originally based on a statutory formula, in recent
years both the total amount appropriated and the amounts appropriated to
localities have been determined by the Legislature. A State commission was
established to study the distribution and amounts appropriated and the amounts
appropriated to localities have been determined by the Legislature. A State
commission was established to study the distribution and amounts of general
purpose local government aid and recommend a new formula by June 30, 1999, which
may change the way aid is allocated.

Municipalities and school districts have engaged in substantial short-term
and long-term borrowings. In 1996, the total indebtedness of all localities in
the State other than New York City was approximately $20.0 billion. A small
portion (approximately $77.2 million) of that indebtedness represented borrowing
to finance budgetary deficits and was issued pursuant to State enabling
legislation. State law requires the Comptroller to review and make
recommendations concerning the budgets of those local government units other
than New York City that are authorized by State law to issue debt to finance
deficits during the period that such deficit financing is outstanding. Twenty-
one localities had outstanding indebtedness for deficit financing at the close
of their fiscal year ending in 1996.

Like the State, local governments must respond to changing political,
economic and financial influences over which they have little or no control.
Such changes may adversely affect the financial condition of certain local
governments. For example, the federal government may reduce (or in some cases
eliminate) federal funding of some local programs, which in turn, may require
local governments to fund these expenditures from their own resources. It is
also possible that the State, New York City, or any of their respective public
authorities may suffer serious financial difficulties that could jeopardize
local access to the public credit markets, which may adversely affect the
marketability of notes and bonds issued by localities within the State.
Localities may also face unanticipated problems resulting from certain pending
litigation, judicial decisions and long-range economic trends. Other large-scale
potential problems, such as declining urban populations, increasing
expenditures, and the loss of skilled manufacturing jobs, may also adversely
affect localities and necessitate State assistance.

YEAR 2000 COMPLIANCE

New York State is currently addressing "Year 2000" data processing
compliance issues. The Year 2000 compliance issue ("Y2K") arises because most
computer software programs allocate two digits to the data field for "year" on
the assumption that the first two digits will be "19". Such programs will thus
interpret the year 2000 as the year 1900 absent reprogramming. Y2K could impact
both the ability to enter data into computer programs and the ability of such
programs to correctly process data.

In 1996, the State created the Office for Technology ("OFT") to help address
statewide technology issues, including the Year 2000 issue. OFT has estimated
that investments of at least $140 million will be required to bring
approximately 350 State mission-critical and high-priority computer systems not
otherwise scheduled for replacement into Year 2000 compliance, and the State is
planning to spend $100 million in the 1998-99 fiscal year for this purpose.
Contingency planning is underway for those systems which may be non-compliant
prior to failure dates. The enacted budget also continues funding for those
systems which may be non- compliant prior to failure dates. The enacted budget
also continues funding for major systems scheduled for replacement, including
the State payroll, civil service, tax and finance and welfare management
systems, for which Year 2000 compliance is included as part of the project.

OFT is monitoring compliance on a quarterly basis and is providing
assistance and assigning resources to accelerate compliance for mission critical
systems, with most compliance testing expected to be completed by mid-1999.
There can be no guarantee, however, that all of the State's mission critical and
high-priority computer systems will be Year 2000 compliant and that there will
not be an adverse impact upon State operations or State finances as a result.

LITIGATION

GENERAL

The legal proceedings noted below involve State finances, and programs and
miscellaneous civil rights, real property, contract and other tort claims in
which the State is a defendant and the potential monetary claims against the
State are substantial, generally in excess of $100 million. These proceedings
could adversely affect the financial condition of the State in the 1998-99
fiscal year or thereafter.

Adverse developments in these proceedings, other proceedings for which there
are unanticipated, unfavorable and material judgments, or the initiation of new
proceedings could affect the ability of the State to maintain a balanced 1998-99
Financial Plan. The State believes that the 1998-99 Financial Plan includes
sufficient reserves to offset the costs associated with the payment of judgments
that may be required during the 1998-99 fiscal year. These reserves include (but
are not limited to) amounts, appropriated for court of claims payments and
projected fund balances in the General Fund. In addition, any amounts ultimately
required to be paid by the State may be subject to settlement or may be paid
over a multi-year period. There can be no assurance, however, that adverse
decisions in legal proceedings against the State would not exceed the amount of
all potential 1998-99 Financial Plan resources available for the payment of
judgments and, could therefore, affect the ability of the State to maintain a
balanced 1998-99 Financial Plan. In its General Purpose Financial Statements,
the State reports its estimated liability for awarded and anticipated
unfavorable judgments.

STATE FINANCE POLICIES
INSURANCE LAW

Proceedings have been brought by two groups of petitioners each challenging
regulations promulgated by the Superintendent of Insurance establishing excess
medical malpractice premium rates for the 1986-87 through 1996-97 fiscal years,
(New York State Health Maintenance Organization Conference, Inc., et al. v. Muhl
et al. ["HMO"], and New York State Conference of Blue Cross and Blue Shield
Plans, et al. v. Muhl, et al. ["Blue Cross "I" and "II" "] Supreme Court, Albany
County). By order filed January 22, 1997, the Court in Blue Cross I permitted
the plaintiffs in HMO to intervene, and dismissed the challenges to the rates
for the period prior to 1995-96. By decision dated July 24, 1997, the Court in
Blue Cross I held that the determination made by the Superintendent in
establishing the 1995-96 rate was arbitrary and capricious and directed that
premiums paid pursuant to that determination should be returned to the payors.
The State has appealed this decision. The petitioners did not cross appeal. In
Blue Cross II, by amended judgment dated April 2, 1998, the Supreme Court
annulled the regulation setting the 1996-97 premium rate and directed that all
1996-97 excess malpractice premiums be returned to the payors. The State will
not be obligated in either case to pay moneys to any petitioner. Adverse
determinations would result in refunds from the affected insurers.

TAX LAW

In New York Association of Convenience Stores et al. v. Urbach, et al.,
petitioners New York Association of Convenience Stores, National Association of
Convenience Stores, M.W.S. Enterprises, Inc. and Sugarcreek Stores, Inc. seek to
compel respondents, the Commissioner of Taxation and Finance and the Department
of Taxation and Finance, to enforce sales and excise taxes pursuant to Tax Law
Articles 12-A, 20 and 28 on tobacco products and motor fuel sold to non-Indian
consumers on Indian reservations. In orders dated August 13, 1996 and August 24,
1996, the Supreme Court, Albany County, ordered, inter alia, that there be equal
implementation and enforcement of said taxes for sales to non-Indian consumers
on and off Indian reservations, and further ordered that, if respondents failed
to comply within 120 days, no tobacco products or motor fuel could be introduced
onto Indian reservations other than for Indian consumption or, alternatively,
the collection and enforcement of such taxes would be suspended statewide.
Respondents appealed to the Appellate Division, Third Department and invoked
CPLR 5519(a)(1), which provides that the taking of the appeal stayed all
proceedings to enforce the orders pending the appeal. Petitioner's motion to
vacate the stay was denied. In a decision entered May 8, 1997, the Third
Department modified the orders by deleting the portion thereof that provided for
the statewide suspension of the enforcement and collection of the sales and
excise taxes on motor fuel and tobacco products. The Third Department held,
inter alia, that petitioners had not sought such relief in their petition and
that it was an error for the Supreme Court to have awarded such undemanded
relief without adequate notice of its intent to do so. On May 22, 1997,
respondents appealed to the Court of Appeals on other grounds, and again invoked
the statutory stay. On October 23, 1997, the Court of Appeals granted
petitioners" motion for leave to cross-appeal from the portion of the Third
Department's decision that deleted the statewide suspension of the enforcement
and collection of the sales and excise taxes on motor fuel and tobacco. The case
was argued before the Court of Appeals on March 24, 1998.

CLEAN WATER/CLEAN AIR BOND ACT OF 1996

In Robert L. Schulz et al. v. The New York State Executive, et al. (Supreme
Court, Albany County, commenced October 16, 1996), plaintiffs challenge the
enactment of the Clean Water/Clean Air Bond Act of 1996 and its implementing
legislation (1996 Laws of New York, Chapters 412 and 413). Plaintiffs claim,
inter alia, that the Bond Act and its implementing legislation violate
provisions of the State Constitution requiring that such debt be authorized by
law for some single work or purpose distinctly specified therein and forbidding
incorporation of other statutes by reference.

In an opinion dated June 9, 1998, the Court of Appeals affirmed the July 17,
1997 order of the Appellate Division, Third Department, affirming the lower
court dismissal of this case. On September 9, 1998, plaintiff sought review of
this decision from the United States Supreme Court. On November 2, 1998, the
United States Supreme Court denied certiorari.

STATE PROGRAMS

LINE ITEM VETO

In an action commenced in June 1998 by the Speaker of the Assembly of the
State of New York against the Governor of the State of New York (Silver v.
Pataki, Supreme Court, New York County), the Speaker challenges the Governor's
application of his constitutional line item veto authority to certain portions
of budget bills adopted by the State Legislature contained in Chapters 56, 57
and 58 of the Laws of 1998.

MEDICAID

Several cases challenge provisions of Chapter 81 of the Laws of 1995 which
alter the nursing home Medicaid reimbursement methodology on and after April
1, 1995. Included are New York State Health Facilities Association, et al. v.
DeBuono, et al., St. Luke's Nursing Center, et al. v. DeBuono, et al., New
York Association of Homes and Services for the Aging v. DeBuono et al. (three
cases), Healthcare Association of New York State v. DeBuono and Bayberry
Nursing Home et al. v. Pataki, et al. Plaintiffs allege that the changes in
methodology have been adopted in violation of procedural and substantive
requirements of State and federal law.

In a consolidated action commenced in 1992, Medicaid recipients and home
health care providers and organizations challenge promulgation by the State
Department of Social Services ("DSS") in June 1992 of a home assessment resource
review instrument ("HARRI"), which is to be used by DSS to determine eligibility
for and the nature of home care services for Medicaid recipients, and challenge
the policy of DSS of limiting reimbursable hours of service until a patient is
assessed using the HARRI (Dowd, et al. v. Bane, Supreme Court, New York County).

In several cases, plaintiffs seek retroactive claims for reimbursement for
services provided to Medicaid recipients who were also eligible for Medicare
during the period January 1, 1987 to June 2, 1992. Included are Matter of New
York State Radiological Society v. Wing, Appel v. Wing, E.F.S. Medical
Supplies v. Dowling, Kellogg v. Wing, Lifshitz v. Wing, New York State
Podiatric Medical Association v. Wing and New York State Psychiatric
Association v. Wing. These cases were commenced after the State's
reimbursement methodology was held invalid in New York City Health and
Hospital Corp. v. Perales. The State contends that these claims are time-
barred. By order dated November 26, 1997, the Appellate Division, Third
Department, affirmed that judgment. By decision dated June 9, 1998, the Court
of Appeals denied leave to appeal. The time in which to seek further review
has expired in the latter case.

In a judgment dated September 5, 1996, the Supreme Court, Albany County,
dismissed Matter of New York State Radiological Society v. Wing as time- barred.
By order dated November 26, 1997, the Appellate Division, Third Department,
affirmed that judgment. By decision dated June 9, 1998, the Court of Appeals
denied leave to appeal.

Several cases, including Port Jefferson Health Care Facility, et al. v. Wing
(Supreme Court, Suffolk County), challenge the constitutionality of Public
Health Law (S)2807-d, which imposes a tax on the gross receipts hospitals and
residential health care facilities receive from all patient care services.
Plaintiffs allege that the tax assessments were not uniformly applied, in
violation of federal regulations. In a decision dated June 30, 1997, the Court
held that the 1.2 percent and 3.8 percent assessments on gross receipts imposed
pursuant to Public Health Law (S)(S) 2807-d(2)(b)(ii) and 2807-d(2)(b)(iii),
respectively, are unconstitutional. An order entered August 27, 1997, enforced
the terms of the decision. The State appealed that order. By decision and order
dated August 31, 1998, the Appellate Division, Second Department, affirmed that
order. On September 30, 1998, the State moved for re-argument or, in the
alternative, for a certified question for the Court of Appeals to review.

In a decision dated June 30, 1997, the Court held that the 1.2 percent and
3.8 percent assessments on gross receipts imposed pursuant to Public Health Law
(S)(S) 2807-d(2)(b)(ii) and 2807-d(2)(b)(iii), respectively, are
unconstitutional. An order entered August 27, 1997 enforced the terms of the
decision. The State has appealed that order.

SHELTER ALLOWANCE

In an action commenced in March 1987 against State and New York City
officials (Jiggetts, et al. v. Bane, et al., Supreme Court, New York County),
plaintiffs allege that the shelter allowance granted to recipients of public
assistance is not adequate for proper housing.

In a decision dated April 16, 1997, the Court held that the shelter
allowance promulgated by the Legislature and enforced through DSS regulations is
not reasonably related to the cost of rental housing in New York City and
results in homelessness to families in New York City. A judgment was entered on
July 25, 1997, directing, inter alia, that the State (i) submit a proposed
schedule of shelter allowances (for the Aid to Dependent Children program and
any successor program) that bears a reasonable relation to the cost of housing
in New York City; and (ii) compel the New York City Department of Social
Services to pay plaintiffs a monthly shelter allowance in the full amount of
their contract rents, provided they continue to meet the eligibility
requirements for public assistance, until such time as a lawful shelter
allowance is implemented, and provide interim relief to other eligible
recipients of Aid to Dependent Children under the interim relief system
established in this case. The State has appealed to the Appellate Division,
First Department, from each and every provision of this judgment except that
portion directing the continued provision of interim relief.

In an opinion dated June 9, 1998, the Court of Appeals affirmed the July 17,
1997 order of the Appellate Division, Third Department, affirming the lower
court dismissal of this case.

CIVIL RIGHTS CLAIMS

In an action commenced in 1980 (United States, et al. v. Yonkers Board of
Education, et al.), the United States District Court for the Southern District
of New York found, in 1985, that Yonkers and its public schools were
intentionally segregated. In 1986, the District Court ordered Yonkers to develop
and comply with a remedial educational improvement plan ("EIP I"). On January
19, 1989, the District Court granted motions by Yonkers and the NAACP to add the
State Education Department, the Yonkers Board of Education, and the State Urban
Development Corporation as defendants, based on allegations that they had
participated in the perpetuation of the segregated school system. On August 30,
1993, the District Court found that vestiges of a dual school system continued
to exist in Yonkers. On March 27, 1995, the District Court made factual findings
regarding the role of the State and the other State defendants (the "State") in
connection with the creation and maintenance of the dual school system, but
found no legal basis for imposing liability. On September 3, 1996, the United
States Court of Appeals for the Second Circuit, based on the District Court's
factual findings, held the State defendants liable under 42 USC (S)1983 and the
Equal Educational Opportunity Act, 20 USC (S)(S)1701, et seq., for the unlawful
dual school system, because the State, inter alia, had taken no action to force
the school district to desegregate despite its actual or constructive knowledge
of de jure segregation. By order dated October 8, 1997, the District Court held
that vestiges of the prior segregated school system continued to exist and that,
based on the State's conduct in creating and maintaining that system, the State
is liable for eliminating segregation and its vestiges in Yonkers and must fund
a remedy to accomplish that goal. Yonkers presented a proposed educational
improvement plan ("EIP II") to eradicate these vestiges of segregation. The
October 8, 1997 order of the District Court ordered that EIP II be implemented
and directed that, within 10 days of the entry of the Order, the State make
available to Yonkers $450,000 to support planning activities to prepare the EIP
II budget for 1997-98 and the accompanying capital facilities plan. A final
judgment to implement EIP II was entered on October 14, 1997. On November 7,
1997, the State appealed that judgment to the Second Circuit. The appeal is
pending. Additionally, the Court adopted a requirement that the State pay to
Yonkers approximately $9.85 million as its pro rata share of the funding of EIP
I for the 1996-97 school year. The requirement for State funding of EIP I was
reduced to an order on December 2, 1997 and reduced to a judgment on February
10, 1998. The State appealed that order to the Second Circuit on December 31,
1997 and amended the notice of appeal after entry of the judgment. That appeal
has been consolidated with the appeal of the EIP II appeal, and is also pending.

On June 15, 1998, the District Court issued an opinion setting forth the
formula for the allocation of the costs of EIP I and EIP II between the State
and the City for the school years 1997-98 through 2005-06.

REAL PROPERTY CLAIMS

On March 4, 1985 in Oneida Indian Nation of New York, et al. v. County of
Oneida, the United States Supreme Court affirmed a judgment of the United States
Court of Appeals for the Second Circuit holding that the Oneida Indians have a
common-law right of action against Madison and Oneida Counties for wrongful
possession of 872 acres of land illegally sold to the State in 1795. At the same
time, however, the Court reversed the Second Circuit by holding that a
third-party claim by the counties against the State for indemnification was not
properly before the federal courts. The case was remanded to the District Court
for an assessment of damages, which action is still pending. The counties may
still seek indemnification in the State courts.

Several other actions involving Indian claims to land in upstate New York
are also pending. Included are Cayuga Indian Nation of New York v. Cuomo, et
al., and Canadian St. Regis Band of Mohawk Indians, et al. v. State of New York,
et al., both in the United States District Court for the Northern District of
New York. The Supreme Court's holding in Oneida Indian Nation of New York may
impair or eliminate certain of the State's defenses to these actions but may
enhance others.

<PAGE>

SHAREHOLDER SERVICING AGENTS

FOR CITIBANK NEW YORK RETAIL BANKING AND
BUSINESS AND PROFESSIONAL CUSTOMERS:
Citibank, N.A.
450 West 33rd Street, New York, NY 10001
(212) 564-3456 or (800) 846-5300

FOR CITIGOLD CLIENTS:
Citigold
P.O. Box 5130, New York, NY 10126-5130
Call Your Citigold Executive or in NY or CT (800) 285-1701,
or for all other states, (800) 285-1707

FOR PRIVATE BANKING CLIENTS:
Citibank, N.A.
The Citibank Private Bank
153 East 53rd Street, New York, NY 10043
Call Your Citibank Private Banking Account Officer,
Registered Representative or (212) 559-5959

FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
Citibank, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY l0043 (212) 559-7117

FOR NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9100

FOR CITICORP INVESTMENT SERVICES CUSTOMERS:
Citicorp Investment Services
One Court Square, Long Island City, NY 11120
Call Your Investment Consultant or (800) 846-5200
(212) 736-8170 in New York City
<PAGE>

INVESTMENT ADVISER
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

ADMINISTRATOR AND DISTRIBUTOR
CFBDS, Inc.
21 Milk Street, Boston, MA 02109
(617) 423-1679

TRANSFER AGENT AND CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

AUDITORS
(FOR CITIFUNDS(SM) CASH RESERVES)
PricewaterhouseCoopers LLP
160 Federal Street, Boston, MA 02110

(FOR CITIFUNDS(SM) U.S. TREASURY, TAX FREE,
NEW YORK TAX FREE, CALIFORNIA TAX FREE AND
CONNECTICUT TAX FREE RESERVES)
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

LEGAL COUNSEL
Bingham Dana LLP
150 Federal Street, Boston, MA 02110
- ----------------------------------------------

SHAREHOLDER SERVICING AGENTS
(See Inside of Cover)
<PAGE>
PART C

Item 23. Exhibits.

* a(1) Declaration of Trust of the Registrant
*, *** a(2) Amendments to Declaration of Trust of the
Registrant
* b(1) Amended and Restated By-Laws of the
Registrant
*, ** b(2) Amendments to Amended and Restated By-Laws
of the Registrant
e(1) Form of Distribution Agreement between the
Registrant and CFBDS, Inc. ("CFBDS"), as
distributor with respect to CitiFunds U.S.
Treasury Reserves and Class N shares of CitiFunds
Cash Reserves
e(2) Form of Distribution Agreement between the
Registrant and CFBDS, as distributor with respect
to Class A shares of CitiFunds Cash Reserves
e(3) Form of Distribution Agreement between the
Registrant and CFBDS, as distributor with respect
to Class B shares of CitiFunds Cash Reserves
* g Custodian Contract between the Registrant and
State Street Bank and Trust Company ("State
Street"), as custodian, and amendment thereto
* h(1) Amended and Restated Administrative Services Plan
of the Registrant
h(2) Form of Amendment to the Amended and Restated
Administrative Services Plan of the Registrant
* h(3) Administrative Services Agreement between the
Registrant and CFBDS, as administrator
* h(4) Sub-Administrative Services Agreement between
Citibank, N.A. and CFBDS
* h(5)(i) Form of Shareholder Servicing Agreement between
the Registrant and Citibank, N.A., as shareholder
servicing agent
* h(5)(ii) Form of Shareholder Servicing Agreement between
the Registrant and a federal savings bank, as
shareholder servicing agent
* h(5)(iii) Form of Shareholder Servicing Agreement between
the Registrant and CFBDS, as shareholder servicing
agent
* h(6) Transfer Agency and Service Agreement between the
Registrant and State Street, as transfer agent,
and amendment thereto
* h(7) Amended and Restated Exchange Privilege Agreement
between the Registrant, certain other investment
companies and CFBDS, as distributor
* i Opinion and consent of counsel
j Independent Accountants' consent
m(1) Form of Amended and Restated Distribution Plan of
the Registrant with respect to CitiFunds U.S.
Treasury Reserves and Class N shares of CitiFunds
Cash Reserves
m(2) Form of Amended and Restated Distribution Plan of
the Registrant with respect to Class A shares of
CitiFunds Cash Reserves
m(3) Form of Distribution Plan of the Registrant with
respect to Class B shares of CitiFunds Cash
Reserves
n Financial data schedules
o Form of Multiple Class Plan of the Registrant with
respect to CitiFunds Cash Reserves
*** p(1) Powers of Attorney for the Registrant
*** p(2) Powers of Attorney for U.S. Treasury Reserves
Portfolio
*** p(3) Powers of Attorney for Cash Reserves Portfolio
- ---------------------

* Incorporated herein by reference to Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A (File No. 33-39538) as
filed with the Securities and Exchange Commission on August 29, 1996 and
Post-Effective Amendment No. 20 to the Registrant's Registration Statement
on Form N-1A (File No. 2-91556) as filed with the Securities and Exchange
Commission on August 29, 1996.
** Incorporated herein by reference to Post-Effective Amendment No. 10 to the
Registrant's Registration Statement on Form N-1A (File No. 33-39538) as
filed with the Securities and Exchange Commission on December 23, 1997 and
Post-Effective Amendment No. 22 to the Registrant's Registration Statement
on Form N-1A (File No. 2-91556) as filed with the Securities and Exchange
Commission on December 23, 1997.
*** Incorporated herein by reference to Post-Effective Amendment No. 11 to the
Registrant's Registration Statement on Form N-1A (File No. 33-39538) as
filed with the Securities and Exchange Commission on October 16, 1998 and
Post-Effective Amendment No. 23 to the Registrant's Registration Statement
on Form N-1A (File No. 2-91556) as filed with the Securities and Exchange
Commission on October 16, 1998.
**** Incorporated herein by reference to Post-Effective Amendment No. 12 to the
Registrant's Registration Statement on Form N-1A (File No. 33-39538) as
filed with the Securities and Exchange Commission on November 4, 1998 and
Post-Effective Amendment No. 24 to the Registrant's Registration Statement
on Form N-1A (File No. 2-91556) as filed with the Securities and Exchange
Commission on November 4, 1998.

Item 24. Persons Controlled by or under Common Control with Registrant.

Not applicable.

Item 25. Indemnification.

Reference is hereby made to (a) Article V of the Registrant's
Declaration of Trust, incorporated by reference herein as an Exhibit to the
Registrant's Registration Statement on Form N-1A; (b) Section 4 of the
Distribution Agreement between the Registrant and CFBDS, incorporated by
reference herein as an Exhibit to the Registrant's Registration Statement on
Form N-1A; 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 26. 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., a registered bank holding
company. 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 (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, CitiFunds(SM) Multi-State Tax Free
Trust (CitiFunds(SM) New York Tax Free Reserves, CitiFunds(SM) Connecticut Tax
Free Reserves and CitiFunds(SM) California Tax Free Reserves), CitiFunds(SM) Tax
Free Income Trust (CitiFunds(SM) National Tax Free Income Portfolio,
CitiFunds(SM) New York Tax Free Income Portfolio and CitiFunds(SM) California
Tax Free Income Portfolio), CitiFunds(SM) Institutional Trust (CitiFunds(SM)
Institutional Cash Reserves) and Variable Annuity Portfolios (CitiSelect(R) VIP
Folio 200, CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP Folio 400,
CitiSelect(R) VIP Folio 500 and CitiFunds(SM) 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.

Each of the individuals named above is also a Director of Citigroup
Inc. In addition, the following persons have the affiliations indicated:

Paul J. Collins Director, Kimberly-Clark Corporation

Robert I. Lipp Chairman, Chief Executive Officer and President, Travelers
Property Casualty Corp.

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

Item 27. Principal Underwriters.

(a) CFBDS, the Registrant's Distributor, is also the distributor for
CitiFunds(SM) International Growth & Income Portfolio, CitiFunds(SM)
International Growth Portfolio, CitiFunds(SM) Intermediate Income Portfolio,
CitiFunds(SM) Short-Term U.S. Government Income Portfolio, CitiFunds(SM) Large
Cap Growth Portfolio, CitiFunds(SM) Premium U.S. Treasury Reserves,
CitiFunds(SM) Premium Liquid Reserves, CitiFunds(SM) Institutional U.S. Treasury
Reserves, CitiFunds(SM) Institutional Liquid Reserves, CitiFunds(SM)
Institutional Cash Reserves, CitiFunds(SM) Tax Free Reserves, CitiFunds(SM)
Institutional Tax Free Reserves, CitiFunds(SM) California Tax Free Reserves,
CitiFunds(SM) Connecticut Tax Free Reserves, CitiFunds(SM) New York Tax Free
Reserves, CitiFunds(SM) Balanced Portfolio, CitiFunds(SM) Small Cap Value
Portfolio, CitiFunds(SM) Growth & Income Portfolio, CitiFunds(SM) Small Cap
Growth Portfolio, CitiFunds(SM) National Tax Free Income Portfolio,
CitiFunds(SM) New York Tax Free Income Portfolio, CitiFunds(SM) California Tax
Free Income Portfolio, CitiSelect(R) VIP Folio 200, CitiSelect(R) VIP Folio 300,
CitiSelect(R) VIP Folio 400, CitiSelect(R) VIP Folio 500, CitiFunds(SM) Small
Cap Growth VIP Portfolio, CitiSelect(R) Folio 200, CitiSelect(R) Folio 300,
CitiSelect(R) Folio 400, and CitiSelect(R) 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, 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, 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).

Item 28. 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:

<TABLE>
<CAPTION>
NAME ADDRESS

<S> <C>
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 custodian) North Quincy, MA 02171

Citibank, N.A. 153 East 53rd Street
(investment adviser) New York, NY 10043

SHAREHOLDER SERVICING AGENTS
Citibank, N.A. 450 West 33rd Street
New York, NY 10001

Citibank, N.A. - Citigold Citicorp Mortgage Inc. - Citigold
15851 Clayton Road
Ballwin, MO 63011

Citibank, N.A. - The Citibank Private Bank 153 East 53rd Street
New York, NY 10043

Citibank, N.A. - Citibank Global Asset Management 153 East 53rd Street
New York, NY 10043

Citibank, N.A. - North American Investor Services 111 Wall Street
New York, NY 10094

Citicorp Investment Services One Court Square
Long Island City, NY 11120

CFBDS, Inc. 21 Milk Street, 5th Floor
Boston, MA 02109
</TABLE>

Item 29. Management Services.

Not applicable.

Item 30. Undertakings.

Not applicable.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment
Company Act, 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 and has duly caused this
Post-Effective Amendment to the Registration Statement on Form N-1A to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston and Commonwealth of Massachusetts on the 21st day of December, 1998.

CITIFUNDS TRUST III

By: Philip W. Coolidge
--------------------
Philip W. Coolidge
President

Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the Registration Statement on Form N-1A has been signed below by
the following persons in the capacities indicated below on December 21, 1998.

Signature Title
--------- -----

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

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: Philip W. Coolidge
------------------------
Philip W. Coolidge
Executed by Philip W. Coolidge
on behalf of those indicated
pursuant to Powers of Attorney.

<PAGE>

SIGNATURES

Cash Reserves Portfolio has duly caused this Post-Effective Amendment
to the Registration Statement on Form N-1A of CitiFunds Trust III to be signed
on its behalf by the undersigned, thereunto duly authorized, in Grand Cayman,
Cayman Islands on the 21st day of December, 1998.

CASH RESERVES PORTFOLIO

By: Tamie Ebanks-Cunningham
---------------------------
Tamie Ebanks-Cunningham
Assistant Secretary

This Post-Effective Amendment to the Registration Statement on Form
N-1A of CitiFunds Trust III has been signed below by the following persons in
the capacities indicated below on December 21, 1998.

Signature Title
--------- -----

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

Walter E. Robb, III* Trustee
- -----------------------------
Walter E. Robb, III

*By: Tamie Ebanks-Cunningham
------------------------
Tamie Ebanks-Cunningham
Executed by Tamie Ebanks-Cunningham
on behalf of those indicated pursuant
to Powers of Attorney.

<PAGE>

SIGNATURES

U.S. Treasury Reserves Portfolio has duly caused this Post-Effective
Amendment to the Registration Statement on Form N-1A of CitiFunds Trust III to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston and Commonwealth of Massachusetts on the 21st day of December,
1998.

U.S. TREASURY RESERVES PORTFOLIO

By: Philip W. Coolidge
------------------------
Philip W. Coolidge
President

This Post-Effective Amendment to the Registration Statement on Form
N-1A of CitiFunds Trust III has been signed below by the following persons in
the capacities indicated below on December 21, 1998.

Signature Title
--------- -----

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

Riley C. Gilley* Trustee
- -----------------------------
Riley C. Gilley

Walter E. Robb, III* Trustee
- -----------------------------
Walter E. Robb, III

*By: Philip W. Coolidge
------------------------
Philip W. Coolidge
Executed by Philip W. Coolidge
on behalf of those indicated
pursuant to Powers of Attorney.

<PAGE>

EXHIBIT INDEX

Exhibit
No.: Description:
- ---- ------------

e(1) Form of Distribution Agreement between the Registrant and CFBDS, Inc.
("CFBDS"), as distributor with respect to CitiFunds U.S. Treasury
Reserves and Class N shares of CitiFunds Cash Reserves
e(2) Form of Distribution Agreement between the Registrant and CFBDS, as
distributor with respect to Class A shares of CitiFunds Cash Reserves
e(3) Form of Distribution Agreement between the Registrant and CFBDS, as
distributor with respect to Class B shares of CitiFunds Cash Reserves
h(2) Form of Amendment to the Amended and Restated Administrative Services
Plan of the Registrant
j Auditors Consent
m(1) Form of Amended and Restated Distribution Plan of the Registrant with
respect to CitiFunds U.S. Treasury Reserves and Class N shares of
CitiFunds Cash Reserves
m(2) Form of Amended and Restated Distribution Plan of the Registrant with
respect to Class A shares of CitiFunds Cash Reserves
m(3) Form of Distribution Plan of the Registrant with respect to Class B
shares of CitiFunds Cash Reserves
n Financial data schedules
o Form of Multiple Class Plan of the Registrant with respect to CitiFunds
Cash Reserves

<PAGE>
Exhibit e(1)

FORM OF AMENDED AND RESTATED
DISTRIBUTION AGREEMENT

AGREEMENT, dated as of August 27, 1985 and amended and restated as of
_________ __, 19__, by and between CitiFunds Trust III (formerly, Landmark Funds
III), 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 N"
("Shares").

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 (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 Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act (the "Distribution 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
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
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.

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:

(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.

(b) Except as otherwise provided in this Agreement and except to the
extent such expenses are borne by the Trust pursuant to the Distribution 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 Distribution 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.

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 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 Distribution 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.

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 III" 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.

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 III

By:_______________________________

CFBDS, Inc.

By:_______________________________

<PAGE>
Exhibit A

Funds

CitiFunds Cash Reserves
CitiFunds U.S. Treasury Reserves

<PAGE>
Exhibit e(2)

FORM OF DISTRIBUTION AGREEMENT

AGREEMENT, dated as of ________ __, 199_, by and between CitiFunds
Trust III (formerly, Landmark Funds III), a Massachusetts business trust (the
"Trust"), and CFBDS, Inc., a Massachusetts corporation ("Distributor"). This
Agreement relates solely to Shares of Beneficial Interest designated "Class A."

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 (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 A 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 Distribution Plan pursuant to Rule
12b-1 under the 1940 Act (the "Distribution 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 A
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 A 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
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 A 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.

(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
A 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
Class A 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 A 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 Distribution Plan for Class A Shares as may be authorized by the
Trustees of the Trust from time to time.

3. Furnishing of Information.

(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.

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.

8. Term and Termination.

(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.

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 III

By:_______________________________

CFBDS, Inc.

By:_______________________________
<PAGE>

Exhibit A

Funds

CitiFunds Cash Reserves

<PAGE>
Exhibit e(3)

FORM OF DISTRIBUTION AGREEMENT

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 (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, 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
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.

(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 Distribution
Plan for Class B Shares as may be authorized by the Trustees of the Trust from
time to time.

3. Furnishing of Information.

(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.

8. Term and Termination.

(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.

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 III

By:_______________________________

CFBDS, Inc.

By:_______________________________
<PAGE>
Exhibit A

Funds

CitiFunds Cash Reserves

<PAGE>
Exhibit h(2)

Form of Amendment to Administrative Services Plan

Pursuant to Section 9 of the Amended and Restated Administrative
Services Plan (the "Plan") of CitiFunds Trust III (formerly, Landmark Funds III)
(the "Trust"), dated as of August 27, 1985 and amended and restated as of August
19, 1994, and approved by a majority of the Trustees of the Trust and the
Qualified Trustees of the Trust (as defined in the Plan) at a meeting held on
November 13, 1998 the Plan is hereby amended, effective as of ___________ __,
199_, by adding the following new section to the end thereof:

16. It is understood and agreed that the shares of each Fund
may be divided into classes, and, for each Fund whose shares are so
divided into classes, notwithstanding any other provision of this Plan:

(i) the Trust shall pay the Transfer Agent and each
Shareholder Servicing Agent, from the assets represented by each class
of shares of such Fund, such compensation as may from time to time be
agreed by the Trust and the Transfer Agent or such Shareholder
Servicing Agent, as the case may be, and such compensation may differ
from class to class of such Fund;

(ii) the aggregate fee limitation in Section 5 of this Plan
shall be calculated separately for each class of shares of such Fund,
and for all classes of shares other than Class A shares (Class N for
CitiFunds Cash Reserves), the aggregate fee limitation shall be
calculated without regard to any fees payable under the distribution or
service plan of the Trust for such shares; and

(iii) this Plan may be amended to increase materially the
amount to be expended from the assets of such Fund represented by a
particular class of shares, or terminated as to a particular class of
shares, only by vote of a "majority of the outstanding voting
securities" of such class of such Fund, or, in the case of termination,
by vote of a majority of the Qualified Trustees.

<PAGE>

EXHIBIT j

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post Effective Amendment
No. 13 to Registration Statement No. 33-39538 of CitiFunds Trust III of our
reports each dated October 6, 1998 appearing in the annual report to
shareholders for the year ended August 31, 1998 of CitiFunds U.S. Treasury
Reserves (a series of CitiFunds Trust III) and U.S. Treasury Reserves Portfolio,
and to the references to us under the headings "Financial Highlights" in the
Prospectus and "Independent Accountants and Financial Statements" in the
Statement of Additional Information, both of which are part of such Registration
Statement.

Deloitte & Touche LLP

Boston, Massachusetts
December 21, 1998
<PAGE>
EXHIBIT j

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. 25 to the registration statement on Form N-1A (the "Registration
Statement") of CitiFunds Trust III of our report dated October 6, 1998, relating
to the financial statements and financial highlights of CitiFunds Cash Reserves
appearing in the August 31, 1998 Annual Report of CitiFunds Cash Reserves, which
are also incorporated by reference into the Registration Statement. We also
consent to the references to us under the heading "Financial Highlights" in the
Prospectus and under the heading "Independent Accountants and Financial
Statements" in the Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
December 21, 1998
<PAGE>
EXHIBIT j

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. 25
to the registration statement on Form N-1A (the "Registration Statement") of
CitiFunds Trust III of our report dated October 6, 1998, relating to the
financial statements and financial highlights of the Cash Reserves Portfolio
appearing in the August 31, 1998 Annual Report of CitiFunds Cash Reserves, which
are also incorporated by reference into the Registration Statement. We also
consent to the reference to us under the heading "Independent Accountants and
Financial Statements" in the Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Toronto, Ontario
December 21, 1998

<PAGE>
Exhibit m(1)

FORM OF AMENDED AND RESTATED
DISTRIBUTION PLAN

DISTRIBUTION PLAN, dated as of August 27, 1985 and amended and restated
effective as of __________ __, 199_, of CitiFunds Trust III, a Massachusetts
business trust (the "Trust"), with respect to shares of beneficial interest of
its series CitiFunds Cash Reserves and CitiFunds U.S. Treasury Reserves and any
other series of the Trust adopting this plan (the "Series"). This Plan relates
solely to (i) shares of beneficial interest of each 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 N" ("Shares").

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 (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 "Non-Interested 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;

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. Expenditures. As consideration for services performed and expenses
incurred in the performance of its obligations under the Distribution Agreement
with the Distributor, except in connection with print or electronic media
advertising, the Trust shall pay the Distributor from the assets of each Series
a distribution fee periodically at an annual rate not to exceed 0.10% of the
average daily net assets of such Series (or of the average daily assets
represented by Class N Shares of each Series with Shares divided into Classes),
in each case for its then-current fiscal year. The Trust may also make payments
directly to securities dealers, financial institutions (including banks) and
others in respect of the sale of Shares of each Series and for providing
personal service and/or the maintenance of shareholder accounts, provided that
the aggregate amount of such payments made pursuant to this Plan, when added to
the distribution fee paid pursuant to the immediately preceding sentence, shall
not exceed 0.10% of the average daily net assets of each Series (or of the
average daily net assets represented by Class N Shares of each Series with
Shares divided into Classes), in each case for its then-current fiscal year. The
Trust shall pay the Distributor an additional fee from the assets of each Series
at an annual rate not to exceed 0.10% of the average daily net assets of such
Series (or of the average daily assets represented by Class N Shares of each
Series with Shares divided into Classes) for its then-current fiscal year in
anticipation of, or as reimbursement for, expenses incurred by the Distributor
in connection with print or electronic media advertising in connection with the
sale of Shares of such Series.

3. 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.

4. 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
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 Non-Interested 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.

5. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 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 4(a) hereof.

6. 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.

7. 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.

8. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 7 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.

9. 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.

<PAGE>

Exhibit m(2)

FORM OF DISTRIBUTION PLAN

DISTRIBUTION PLAN, dated as of __________ __, 199_, of CitiFunds Trust
III, a Massachusetts business trust (the "Trust"), with respect to shares of
beneficial interest of its series CitiFunds Cash Reserves 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 A"
("Shares").

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 (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;

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:

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 0.20% 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) 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.

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.

<PAGE>

Exhibit m(3)

FORM OF DISTRIBUTION PLAN

DISTRIBUTION PLAN of CitiFunds Trust III, a Massachusetts business
trust (the "Trust"), with respect to shares of beneficial interest of its series
CitiFunds Cash Reserves 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 open-end 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;

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:

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.

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 0.75% 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.

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.

<PAGE>

Exhibit o

CITIFUNDS TRUST III

FORM OF MULTIPLE CLASS PLAN

MULTIPLE CLASS PLAN, dated as of November 13, 1998, of CitiFunds Trust
III, a Massachusetts business trust (the "Trust"), with respect to CitiFunds
Cash Reserves (the "Fund").

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 Fund as a plan pursuant to Rule 18f-3 in order that the
Fund 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 Fund;

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 Fund 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 Fund.

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 Fund 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 Fund 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 Fund.

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.

<PAGE>
<ARTICLE> 6
<CIK> 0000747576
<NAME> CITIFUNDS CASH RESERVES
<SERIES>
<NUMBER> 1
<NAME> CITIFUNDS TRUST III

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 2,206,820,438
<INVESTMENTS-AT-VALUE> 2,206,820,438
<RECEIVABLES> 432,610
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,207,253,048
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,809,906
<TOTAL-LIABILITIES> 8,809,906
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,198,443,142
<SHARES-COMMON-STOCK> 2,198,443,142
<SHARES-COMMON-PRIOR> 1,827,180,696
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,198,443,142
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 115,710,930
<OTHER-INCOME> 0
<EXPENSES-NET> 14,092,525
<NET-INVESTMENT-INCOME> 101,618,405
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 101,618,405
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (101,618,405)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,136,332,396
<NUMBER-OF-SHARES-REDEEMED> (1,784,373,626)
<SHARES-REINVESTED> 19,303,676
<NET-CHANGE-IN-ASSETS> 371,262,446
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 16,337,789
<AVERAGE-NET-ASSETS> 2,010,414,504
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</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000747576
<NAME> CITIFUNDS U.S. TREASURY RESERVES
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<NUMBER> 002
<NAME> CITIFUNDS TRUST III

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