CITIFUNDS FIXED INCOME TRUST
N-30D, 2000-03-02
Previous: PRICE T ROWE STATE TAX FREE INCOME TRUST, 497, 2000-03-02
Next: ADELPHIA COMMUNICATIONS CORP, 424B3, 2000-03-02




                                               ANNUAL REPORT O DECEMBER 31, 1999


CITIFUNDS(SM)

Short-Term
U.S. Government
Income Portfolio


- --------------------------------------------------------------------------------
                              INVESTMENT PRODUCTS:
              NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE
- --------------------------------------------------------------------------------
BONDS

<PAGE>

TABLE OF CONTENTS


Letter to Our Shareholders                                                     1
- --------------------------------------------------------------------------------
Portfolio Environment and Outlook                                              2
- --------------------------------------------------------------------------------
Fund Facts                                                                     3
- --------------------------------------------------------------------------------
Fund Performance                                                               4
- --------------------------------------------------------------------------------

CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO
Statement of Assets and Liabilities                                            5
- --------------------------------------------------------------------------------
Statement of Operations                                                        5
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets                                             6
- --------------------------------------------------------------------------------
Financial Highlights                                                           7
- --------------------------------------------------------------------------------
Notes to Financial Statements                                                  8
- --------------------------------------------------------------------------------
Independent Auditors' Report                                                  12
- --------------------------------------------------------------------------------

GOVERNMENT INCOME PORTFOLIO
Portfolio of Investments                                                      13
- --------------------------------------------------------------------------------
Statement of Assets and Liabilities                                           14
- --------------------------------------------------------------------------------
Statement of Operations                                                       14
- --------------------------------------------------------------------------------
Statement of Changes in Net Assets                                            15
- --------------------------------------------------------------------------------
Financial Highlights                                                          15
- --------------------------------------------------------------------------------
Notes to Financial Statements                                                 16
- --------------------------------------------------------------------------------
Independent Auditors' Report                                                  20
- --------------------------------------------------------------------------------
<PAGE>

LETTER TO OUR SHAREHOLDERS


Dear CitiFunds Shareholder:

   Like the rest of the bond market, the U.S. government securities market had a
challenging  year in 1999.  Faster-than-expected  economic  growth in the United
States,  coupled with rapid global  economic  recovery,  contributed  to sharply
higher  interest  rates and price erosion for most U.S.  bonds.  These  negative
economic  influences were accompanied by adverse  supply-and-demand  factors, in
which  investors'  preference for higher yielding  securities such as stocks and
corporate  bonds offset the  positive  effects of reduced  supply  caused by the
federal budget surplus.

   Throughout the period, the CitiFunds'  investment  adviser,  Citibank,  N.A.,
continued to manage  CitiFundsSM  Short-Term U.S.  Government  Income  Portfolio
according to its investment  objective,  which is to generate current income and
preserve the value of its shareholders' investment.

   This report reviews the Fund's investment  activities and performance for the
year ended  December 31, 1999, and provides a summary of Citibank' s perspective
on and outlook for the short-term U.S. government securities market.

   Thank you for your continued confidence and participation.

Sincerely,



/s/ Philip W. Coolidge

Philip W. Coolidge
President
January 17, 2000

                                       1
<PAGE>

PORTFOLIO ENVIRONMENT AND OUTLOOK

   AFTER SEVERAL YEARS OF FALLING YIELDS AND HIGHER PRICES, THE U.S.  GOVERNMENT
SECURITIES  MARKET DECLINED  SHARPLY OVER THE PAST YEAR.  While the economic and
market  conditions  that fueled the bond  market's  previous  rise have remained
largely   intact-including   positive  economic  growth   characterized  by  low
inflation-many  investors  became  concerned that  inflationary  pressures might
resurface.  In fact,  in an attempt to forestall a potential  reacceleration  of
inflation,  the Federal  Reserve Board (the "Fed") raised  interest  rates three
times during 1999.

   These  economic  conditions  are in stark  contrast to the  environment  that
prevailed just before the reporting  period began in January 1999. In late 1998,
the Fed completed a series of interest  rate cuts  intended to stimulate  global
economic  growth,  which was then  threatened by the spread of an  international
currency  and credit  crisis,  and to help  insulate  the U.S.  economy from the
adverse  effects  of  a  global  economic  slow-down.  The  Fed's  strategy  was
apparently  effective  because many overseas  economies began to recover in 1999
and the U.S. economy continued its strong growth.

   During the global  financial  crisis,  both  domestic  and foreign  investors
flocked to the relative safety and high liquidity of U.S.  Treasury  securities.
This surge in demand caused a substantial  rally in the prices of U.S.  Treasury
securities,  while prices of higher yielding but  out-of-favor  corporate bonds,
mortgage-backed securities and U.S. government agency securities fell sharply.

   BOND  INVESTOR  SENTIMENT  CHANGED  DRAMATICALLY  IN EARLY 1999.  Rather than
worrying about a potential  economic  slowdown,  investors became concerned that
U.S. and other  economies  were growing too strongly.  Evidence  began to emerge
that troubled  overseas  economies  were on their way to recovery,  and economic
growth in the U.S. was stronger than expected.  In turn, these conditions led to
fears that long-dormant inflationary pressures might reemerge.

   Because  inflation  causes  bond  prices to  decline,  the U.S.  bond  market
experienced  heightened  levels of  volatility,  particularly  during  the third
quarter  of  1999.  This  volatility  reflected  investor  uncertainty  over the
direction and magnitude of monetary policy changes and their effects on interest
rates and bond yields.  While no dramatic increase in the inflation rate has yet
to materialize,  investors became increasingly concerned by extremely low levels
of unemployment,  robust consumer  spending and a weakening U.S. dollar relative
to other major currencies.

   IN THIS HIGHLY  VOLATILE  BOND  MARKET,  THE YIELD  DIFFERENCES  BETWEEN U.S.
TREASURY  SECURITIES AND HIGHER YIELDING BONDS WIDENED SHARPLY,  approaching the
levels seen after the  near-failure  of major  hedge funds  during the summer of
1998. Accordingly, CitiFunds Short-Term U.S. Government Income Portfolio focused
on  capturing  the most  attractive  yields  in the U.S.  government  securities
marketplace. As a result, the Portfolio' s management emphasized U.S. government
agency securities and de-emphasized  investments in lower-yielding U.S. Treasury
securities.

   DURING THE YEAR, THE INVESTMENT TEAM FOUND THE HIGHEST-YIELDING OPPORTUNITIES
PRIMARILY IN MORTGAGE-BACKED  SECURITIES ISSUED BY U.S. GOVERNMENT AGENCIES such
as the Government National Mortgage Association* ("Ginnie

                                       2
<PAGE>

Mae").  The Portfolio's  management also maintained a position in  "off-the-run"
(OTR) U.S. Treasury securities,  which are seasoned Treasury securities yielding
a  higher  rate  versus  their  newly  issued,  similar  maturity  counterparts.
According  to  management,  if the risk  premium  for owning new issue  Treasury
securities  moderates from prevailing levels, OTR Treasuries may represent solid
investment opportunities.

   As part of their investment  strategy,  management reduced the Fund's average
duration (i.e., a measure of sensitivity to changing  interest rates) by the end
of the period  toward the short end of the neutral  range.  In their view,  this
duration  change  should  give them the  flexibility  they need to  upgrade  the
Portfolio  opportunistically  if and  when  higher  yielding  securities  become
available.

   Looking  forward,  management  expects  heightened bond market  volatility to
continue  into 2000.  OVER THE LONG TERM,  HOWEVER,  THEY THINK  THERE IS A GOOD
CHANCE THAT U.S. TREASURY SECURITIES MAY RALLY AS  SUPPLY-AND-DEMAND  INFLUENCES
RETURN TO A MORE NORMAL  BALANCE.  Management is particularly  optimistic  about
U.S.  Treasury  securities  because of the  federal  budget  surplus,  which may
ultimately cause them to perform well.

* The Government  National Mortgage  Association (GNMA) is an agency of the U.S.
  Department of Housing and Urban  Development.  GNMA guarantees,  with the full
  faith and  credit  of the U.S.  Government,  full and  timely  payment  of all
  monthly principal and interest payments on the  mortgage-backed,  pass-through
  securities of registered holders.

FUND FACTS

FUND OBJECTIVE

To  generate  current  income  and  preserve  the  value  of  its  shareholders'
investment.

INVESTMENT ADVISER,
GOVERNMENT INCOME PORTFOLIO
Citibank, N.A.

COMMENCEMENT OF OPERATIONS
September 8, 1986

NET ASSETS AS OF 12/31/99
$31.1 million

DIVIDENDS
Paid monthly, if any

CAPITAL GAINS
Paid semi-annually, if any

BENCHMARKS

o Lipper Short U.S. Government Funds Average
o Lehman Brothers 1-3 Year U.S. Government Index*


* The Lehman Brothers 1-3 Year U.S.  Government  Index is a broad measure of the
  performance of short-term government bonds.

                                       3
<PAGE>

FUND PERFORMANCE
TOTAL RETURNS

                                                         ONE    FIVE     TEN
ALL PERIODS ENDED DECEMBER 31, 1999                     YEAR    YEARS*  YEARS*
- -------------------------------------------------------------------------------

CitiFunds Short-Term U.S. Government Income Portfolio
  without sales charge                                  2.07%   5.75%   5.98%
Lipper Short U.S. Government Funds Average              2.50%   5.57%   5.66%
Lehman Brothers 1-3 Year U.S. Government Index          2.97%   6.48%   6.56%
CitiFunds Short-Term U.S. Government Income Portfolio
  with a maximum sales charge of 1.50%                  0.54%   5.43%   5.82%

* Average Annual Total Return

30-Day SEC Yield          4.86%



GROWTH OF A $10,000 INVESTMENT

A $10,000 investment in the Fund made ten years ago would have grown to $17,604,
including  the maximum  sales charge (as of  12/31/99).  The graph shows how the
Fund compares to its benchmarks over the same period.


[LINE CHART OMITTED]

<TABLE>
<CAPTION>

Date               CitiFunds Short Term             Lipper Short US             Lehman Brothers 1-3 Year
              U.S. Government Income Portfolio  Government Funds Average    U.S. Government Index (unmanaged)
<S>                   <C>                              <C>                              <C>
02/10/1997            9850                             10000                            10000
                      9676                             9985                             10011
03/31/1997            9687                             10031                            10063
                      9674                             10061                            10094
                      9516                             10072                            10118
06/30/1997            9832                             10222                            10273
                      10001                            10326                            10381
                      10144                            10447                            10507
09/30/1997            9997                             10464                            10544
                      10076                            10541                            10627
                      10211                            10649                            10745
12/31/1997            10443                            10766                            10649
                      10628                            10887                            10977
                      10749                            10986                            11080
03/31/1998            10810                            11048                            11151
                      10852                            11109                            11226
                      10960                            11211                            11334
06/30/1998            11016                            11275                            11401
                      10970                            11299                            11444
                      11137                            11408                            11542
09/30/1998            11401                            11569                            11700
                      11679                            11704                            11824
                      11789                            11823                            11952
12/31/1998            11852                            11935                            12075
                      12094                            12136                            12258
                      12013                            12064                            12241
03/31/1999            12069                            12033                            12278
                      12049                            11963                            12274
                      12119                            12061                            12386
06/30/1999            12278                            12188                            12501
                      12406                            12314                            12627
                      12565                            12462                            12772
09/30/1999            12648                            12564                            12876
                      12760                            12667                            12996
                      12640                            12569                            12922
12/31/1999            12624                            12549                            12903
                      12766                            12669                            13023
                      12936                            12829                            13160
                      13064                            12951                            13264
                      13110                            12992                            13305
                      13190                            13065                            13386
                      13148                            13049                            13354
                      13293                            13170                            13453
                      13287                            13206                            13482
                      13481                            13335                            13594
                      13535                            13373                            13638
                      13565                            13395                            13668
                      13499                            13357                            13670
                      13542                            13405                            13725
                      13624                            13496                            13810
                      13473                            13384                            13727
                      13315                            13246                            13657
                      13215                            13152                            13605
                      13242                            13128                            13624
                      13240                            13127                            13658
                      13379                            13233                            13781
                      13405                            13264                            13826
                      13334                            13217                            13795
                      13346                            13225                            13826
                      13274                            13172                            13769
                      13310                            13201                            13795
                      13510                            13365                            13983
                      13696                            13556                            14173
                      13767                            13627                            14253
                      13910                            13744                            14381
                      14230                            14015                            14626
                      14302                            14085                            14705
                      14286                            14102                            14763
                      14388                            14204                            14851
                      14461                            14285                            14924
                      14578                            14413                            15048
                      14726                            14551                            15176
                      14838                            14672                            15291
                      14943                            14777                            15420
                      14819                            14709                            15360
                      14757                            14692                            15349
                      14724                            14695                            15364
                      14723                            14712                            15398
                      14814                            14811                            15510
                      14863                            14860                            15571
                      14895                            14900                            15628
                      15023                            15028                            15770
                      15198                            15186                            15949
                      15310                            15304                            16067
                      15286                            15300                            16070
                      15368                            15372                            16147
                      15401                            15412                            16186
                      15354                            15384                            16173
                      15486                            15496                            16305
                      15586                            15587                            16420
                      15685                            15670                            16533
                      15868                            15833                            16713
                      15870                            15839                            16730
                      15971                            15949                            16857
                      16106                            16060                            16982
                      16124                            16096                            17024
                      16220                            16175                            17138
                      16391                            16312                            17303
                      16392                            16323                            17318
                      16445                            16379                            17386
                      16512                            16443                            17469
                      16596                            16527                            17562
                      16663                            16599                            17653
                      16731                            16666                            17736
                      16938                            16836                            17952
                      17163                            17041                            18194
                      17214                            17070                            18282
</TABLE>





           CitiFunds Short-Term U.S. Government Income Portfolio

           Lipper Short U.S. Government Funds Average

           Lehman Brothers 1-3 Year U.S. Government Index
           (unmanaged)


The graph  includes the initial sales charge of the Fund (no  comparable  charge
exists for the indices) and assumes all  dividends  and  distributions  from the
Fund are reinvested at Net Asset Value.

Notes:  All Fund  performance  numbers  represent past  performance,  and are no
guarantee of future results.  The Fund's share price and investment  return will
fluctuate,  so that the value of an investor's  shares,  when  redeemed,  may be
worth more or less than their  original  cost.  Total returns  include change in
share price and  reinvestment  of dividends  and  distributions,  if any.  Total
return  figures  "with  sales  charge"  are  provided  in  accordance  with  SEC
guidelines for comparative purposes for prospective  investors.  Returns reflect
certain  voluntary  fee waivers.  If the waivers  were not in place,  the Fund's
return would have been lower. The maximum sales charge of 1.50% went into effect
on January 4, 1999. Investors may not invest directly in an index.



                                       4
<PAGE>

CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
================================================================================
ASSETS:
Investment in Government Income Portfolio, at value (Note 1A)       $31,193,404
Receivable from the Administrator                                        46,067
- --------------------------------------------------------------------------------
    Total assets                                                     31,239,471
- --------------------------------------------------------------------------------
LIABILITIES:
Dividends payable                                                        46,714
Payable for shares of beneficial interest repurchased                    42,003
Payable to affiliates--Shareholder Servicing Agents' fees (Note 2B)       6,691
Accrued expenses and other liabilities                                   34,749
- --------------------------------------------------------------------------------
    Total liabilities                                                   130,157
- --------------------------------------------------------------------------------
NET ASSETS for 3,288,197 shares of beneficial interest outstanding  $31,109,314
================================================================================
NET ASSETS CONSIST OF:
Paid-in capital                                                     $34,690,092
Accumulated net realized loss                                        (2,794,843)
Unrealized depreciation                                                (814,340)
Undistributed net investment income                                      28,405
- --------------------------------------------------------------------------------
    Total                                                           $31,109,314
================================================================================
COMPUTATION OF:
Net Asset Value, per share                                                $9.46
Offering Price per share ($9.46 / 0.985)                                  $9.60*
================================================================================
 * Based upon single purchases of less than $50,000


CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO
STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1999
================================================================================
INVESTMENT INCOME (Note 1B):
Interest Income from Government Income Portfolio       $2,281,512
Allocated Expenses from Government Income Portfolio      (137,897)
- --------------------------------------------------------------------------------
                                                                    $ 2,143,615
EXPENSES:
Administrative fees (Note 2A)                            $ 97,993
Shareholder Servicing Agents fees (Note 2B)                97,993
Distribution fees (Note 3)                                 58,796
Legal fees                                                 35,420
Shareholder reports                                        23,890
Custody and fund accounting fees                           17,980
Transfer agent fees                                        17,250
Audit fees                                                 13,200
Trustee fees                                               10,672
Registration fee                                            2,670
Miscellaneous                                               3,351
- --------------------------------------------------------------------------------
    Total expenses                                        379,215
Less aggregate amount waived by Administrator
  and Distributor (Notes 2A and 3)                       (156,789)
Less Expenses Assumed by the Administrator (Note 6)       (46,067)
- --------------------------------------------------------------------------------
    Net expenses                                                        176,359
- --------------------------------------------------------------------------------
Net investment income                                                 1,967,256
- --------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED LOSS FROM
  GOVERNMENT INCOME PORTFOLIO:
Net realized loss                                        (402,148)
Unrealized depreciation of investments                   (717,277)
- --------------------------------------------------------------------------------
     Net realized and unrealized loss from
        Government Income Portfolio                                  (1,119,425)
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                $   847,831
================================================================================

See notes to financial statements

                                       5
<PAGE>

CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS

                                                       YEAR ENDED DECEMBER 31,

                                                  ------------------------------
                                                        1999            1998
================================================================================
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income                                  $ 1,967,256   $ 1,448,972
Net realized gain (loss)                                  (402,148)      230,601
Unrealized appreciation (depreciation) of investments     (717,277)       40,666
- --------------------------------------------------------------------------------
Net increase in net assets resulting from operations       847,831     1,720,239
- --------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income                                   (1,953,508)  (1,442,038)
- --------------------------------------------------------------------------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST (Note 5):
Net proceeds from sale of shares                         4,736,314    36,423,583
Net asset value of shares issued to shareholders
  from reinvestment of dividends                         1,901,282     1,435,786
Cost of shares repurchased                             (22,456,702) (10,340,734)
- --------------------------------------------------------------------------------
Net increase (decrease) in net assets from transactions
  in shares of beneficial interest                     (15,819,106)   27,518,635
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS                  (16,924,783)   27,796,836
- --------------------------------------------------------------------------------
NET ASSETS:
Beginning of period                                     48,034,097    20,237,261
- --------------------------------------------------------------------------------
End of period (including undistributed
  net investment income of $28,405 and
  $14,657, respectively)                               $31,109,314   $48,034,097
================================================================================

See notes to financial statements

                                       6
<PAGE>

CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS

                                            YEAR ENDED DECEMBER 31,
                                ------------------------------------------------
                                1999      1998       1997      1996      1995
================================================================================
Net Asset Value,
  beginning of period          $9.73      $9.61    $ 9.55    $ 9.78    $ 9.28
- --------------------------------------------------------------------------------
Income From Operations:
Net investment income          0.473      0.473     0.504     0.516     0.543
Net realized and
  unrealized gain (loss)      (0.276)     0.121     0.064    (0.232)    0.500
- --------------------------------------------------------------------------------
     Total from operations     0.197      0.594     0.568     0.284     1.043
- --------------------------------------------------------------------------------
Less Distributions From:
Net investment income         (0.467)    (0.474)   (0.508)   (0.514)   (0.543)
- --------------------------------------------------------------------------------
     Total distributions      (0.467)    (0.474)   (0.508)   (0.514)   (0.543)
- --------------------------------------------------------------------------------
Net Asset Value,
  end of period                $9.46      $9.73    $ 9.61    $ 9.55    $ 9.78
================================================================================
RATIOS/SUPPLEMENTAL
  DATA:
Net assets, end of period
 (000's omitted)             $31,109    $48,034   $20,237   $26,744   $35,525
Ratio of expenses to
  average net assets (A)       0.80%      0.80%     0.80%     0.80%     0.80%
Ratio of net investment
  income to average
  net assets                   5.02%      4.98%     5.20%     5.31%     5.38%
Total return                   2.07%      6.33%     6.11%     3.02%    11.48%

Note:  If Agents of the Fund for the periods  indicated and Agents of Government
Income Portfolio for the periods indicated had not voluntarily  waived a portion
of their fees and assumed Fund expenses, the net investment income per share and
the ratios would have been as follows:

Net investment income
  per share                   $0.411     $0.413    $0.442    $0.460    $0.499
RATIOS:
Expenses to average
  net assets (A)               1.37%      1.42%     1.43%     1.38%     1.23%
Net investment income to
  average net assets           4.45%      4.36%     4.57%     4.73%     4.95%
================================================================================

(A) Includes the Fund's share of Government Income Portfolio allocated expenses
for the periods.

See notes to financial statements

                                       7
<PAGE>

CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT  ACCOUNTING POLICIES CitiFunds  Short-Term U.S. Government Income
Portfolio  (the  "Fund") is a separate  diversified  series of  CitiFunds  Fixed
Income  Trust  (the  "Trust"),  a  Massachusetts  business  trust.  The Trust is
registered  under  the  Investment  Company  Act  of  1940,  as  amended,  as  a
diversified open-end, management investment company. The Fund invests all of its
investable assets in Government Income Portfolio (the "Portfolio"), a management
investment company for which Citibank,  N.A.  ("Citibank")  serves as Investment
Adviser. The value of such investment reflects the Fund's proportionate interest
(49.0% at December 31,  1999) in the net assets of the  Portfolio.  CFBDS,  Inc.
("CFBDS") acts as the Fund's  Administrator and Distributor.  For the year ended
December 31, 1999,  CFBDS,  acting as the distributor,  received net commissions
paid by investors of $1,649 from the sale of fund shares.  Citibank  also serves
as Sub-Administrator and makes Fund shares available to customers as Shareholder
Servicing Agent. Citibank is a wholly-owned subsidiary of Citigroup Inc.

  The  financial  statements  of  the  Portfolio,  including  the  portfolio  of
investments,  are  contained  elsewhere  in this  report  and  should be read in
conjunction with the Fund's financial statements.

  The  preparation  of financial  statements in accordance  with U.S.  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts and  disclosure  in the financial
statements. Actual results could differ from those estimates.

  The significant  accounting policies  consistently followed by the Fund are as
follows:

  A. Investment  Valuation Valuation of securities by the Portfolio is discussed
in Note 1A of the Portfolio's Notes to Financial Statements,  which are included
elsewhere in this report.

  B. Investment Income The Fund earns income, net of Portfolio  expenses,  daily
based on its investment in the Portfolio.

  C. Federal  Taxes The Fund's  policy is to comply with the  provisions  of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute to shareholders all of its taxable income, including any net realized
gain on investment transactions. Accordingly, no provision for federal income or
excise tax is necessary.  At December 31, 1999, the Fund, for federal income tax
purposes,  had a capital loss carryover of $2,886,806,  of which $1,551,556 will
expire on December 31, 2002, $329,508 will expire on December 31, 2003, $367,655
will expire on December 31, 2004, $180,274 will expire on December 31, 2005, and
$457,813  will expire on December 31, 2007.  Such  capital loss  carryover  will
reduce the Fund's taxable  income arising from future net realized  capital gain
on  investment  transactions,  if any, to the extent  permitted  by the Internal
Revenue  Code,  and  thus  will  reduce  the  amount  of  the  distributions  to
shareholders which

                                       8
<PAGE>

CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS

would  otherwise be necessary to relieve the Fund of any  liability  for federal
income or excise tax.

  D.  Expenses The Fund bears all costs of its  operations  other than  expenses
specifically assumed by Citibank and CFBDS.  Expenses incurred by the Trust with
respect to any two or more funds or series are  allocated in  proportion  to the
average net assets of each fund,  except when  allocations of direct expenses to
each fund can otherwise be made fairly. Expenses directly attributable to a fund
are  charged to that fund.  The Fund's  share of the  Portfolio's  expenses  are
charged against and reduce the amount of the Fund's investment in the Portfolio.

  E.  Distributions  Distributions  to shareholders  are recorded on ex-dividend
date.  The  amount  and  character  of  income  and  net  realized  gains  to be
distributed are determined in accordance with income tax rules and  regulations,
which  may  differ  from  generally  accepted   accounting   principles.   These
differences are  attributable to permanent book and tax accounting  differences.
Reclassifications  are made to the Fund's capital accounts to reflect income and
net  realized  gains  available  for  distribution  (or  available  capital loss
carryovers) under income tax rules and regulations.

  F. Other All the net investment  income and realized and  unrealized  gain and
loss of the  Portfolio  is allocated  pro rata,  based on  respective  ownership
interests,  among the Fund and the other  investors in the Portfolio at the time
of such determination. Investment transactions are accounted for on a trade date
basis.

2. ADMINISTRATIVE SERVICES PLAN The Trust has adopted an Administrative Services
Plan  which  provides  that the  Trust,  on behalf of the Fund,  may  obtain the
services of an Administrator, one or more Shareholder Servicing Agents and other
Servicing Agents and may enter into agreements providing for the payment of fees
for such services.  Under the Trust Administrative  Services Plan, the aggregate
of the fees  paid to the  Administrator  from  the  Fund,  the fees  paid to the
Shareholder  Servicing  Agents  from  the Fund  under  such  Plan and the  Basic
Distribution  Fee paid from the Fund to the Distributor  under the  Distribution
Plan  may not  exceed  0.65%  of the  Fund's  average  daily  net  assets  on an
annualized basis for the Fund's then current fiscal year.

  A.  Administrative  Fees  Under  the  terms  of  an  Administrative   Services
Agreement,  the administrative  fees paid to the Administrator,  as compensation
for overall  administrative  services  and general  office  facilities,  may not
exceed an annual  rate of 0.25% of the  Fund's  average  daily net  assets.  The
Administrative fees amounted to $97,993, all of which was voluntarily waived for
the year  ended  December  31,  1999.  Citibank  acts as  Sub-Administrator  and
performs duties and receives compensation from CFBDS from time to time as agreed
to by CFBDS and Citibank.  The Fund pays no compensation directly to any Trustee
or any offi-

                                       9
<PAGE>

CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Continued)

cer who is affiliated with the Administrator,  all of whom receive  remuneration
for their services to the Fund from the Administrator or its affiliates. Certain
of the  officers  and a Trustee of the Fund are  officers  or  directors  of the
Administrator or its affiliates.

  B.  Shareholder  Servicing  Agents' Fees The Trust, on behalf of the Fund, has
entered into  shareholder  servicing  agency  agreements  with each  Shareholder
Servicing  Agent pursuant to which that  Shareholder  Servicing Agent acts as an
agent for its customers and provides other related services. For their services,
each Shareholder  Servicing Agent receives fees from the Fund, which may be paid
periodically,  which may not exceed,  on an annualized basis, an amount equal to
0.25% of the average  daily net assets of the Fund  represented  by shares owned
during  the period for which  payment is being made by  investors  for whom such
Shareholder  Servicing  Agent  maintains a servicing  relationship.  Shareholder
Servicing Agents fees amounted to $97,993 for the year ended December 31, 1999.

3.  DISTRIBUTION  FEES The Trust has adopted a Plan of Distribution  pursuant to
Rule 12b-1 under the  Investment  Company Act of 1940, as amended,  in which the
Fund  compensates  the  Distributor at an annual rate not to exceed 0.15% of the
Fund's average daily net assets. The Distribution fees amounted to $58,796,  all
of which was  voluntarily  waived  for the year ended  December  31,  1999.  The
Distributor may also receive an additional fee from the Fund not to exceed 0.05%
of the Fund's average daily net assets in anticipation  of, or as  reimbursement
for,  advertising  expenses  incurred by the  Distributor in connection with the
sale of shares of the Fund.  No  payment of such  additional  fees has been made
during the period. The Distributor  voluntarily agreed to waive this fee through
December 31, 1999.

4. INVESTMENT  TRANSACTIONS  Increases and decreases in the Fund's investment in
the Portfolio for the year ended  December 31, 1999  aggregated  $4,003,994  and
$20,701,114, respectively.

                                       10
<PAGE>

CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS

5. SHARES OF BENEFICIAL  INTEREST The  Declaration of Trust permits the Trustees
to  issue an  unlimited  number  of full and  fractional  shares  of  beneficial
interest (without par value). Transactions in shares of beneficial interest were
as follows:

                                                         YEAR ENDED DECEMBER 31,
                                                     ---------------------------
                                                          1999          1998
================================================================================
Shares sold                                               491,458     3,752,548
Shares issued to shareholders from
  reinvestment of dividends                               198,280       148,353
Shares repurchased                                     (2,338,642)   (1,068,844)
- --------------------------------------------------------------------------------
Net increase (decrease)                                (1,648,904)    2,832,057
================================================================================

6. ASSUMPTION OF EXPENSES CFBDS has  voluntarily  agreed to pay a portion of the
expenses of the Fund for the year ended  December  31, 1999,  which  amounted to
$46,067,  to maintain a voluntary  expense  limitation of 0.80% of average daily
net assets. This voluntary expense limitation may be discontinued at any time.

                                       11
<PAGE>

CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO
INDEPENDENT AUDITORS' REPORT

TO THE TRUSTEES OF CITIFUNDS FIXED INCOME TRUST (THE "TRUST") AND THE
SHAREHOLDERS OF CITIFUNDS SHORT-TERM U.S. GOVERNMENT INCOME PORTFOLIO

   In our opinion, the accompanying statement of assets and liabilities, and the
related  statements of operations and of changes in net assets and the financial
highlights present fairly, in all material  respects,  the financial position of
CitiFunds  Short-Term U.S. Government Income Portfolio (the "Fund"), a series of
CitiFunds  Fixed  Income  Trust,  at  December  31,  1999,  the  results  of its
operations,  the changes in its net assets and the financial  highlights for the
periods indicated in conformity with accounting principles generally accepted in
the  United  States.   These  financial   statements  and  financial  highlights
(hereafter referred to as "financial  statements") are the responsibility of the
Fund's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States  which  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and  significant  estimates  made by management and
evaluating the overall  financial  statement  presentation.  We believe that our
audits, which included confirmation of investments owned at December 31, 1999 by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.

PricewaterhouseCoopers LLP
Boston, Massachusetts
February 18, 2000

                                       12


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission