CITIFUNDS FIXED INCOME TRUST, 497, 2000-06-30

CITIFUNDS FIXED INCOME TRUST
497, 2000-06-30

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<PAGE>

Filed pursuant to Rule 497(e) File Nos. 33-6540 and 811-5033
----------
PROSPECTUS
----------

MARCH 1, 2000

CitiFunds(SM)
Intermediate Income
Portfolio

CITIBANK, N.A., INVESTMENT MANAGER

CLASS A AND CLASS B SHARES

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

FUND AT A GLANCE ....................................................... 3

YOUR CITIFUNDS ACCOUNT ................................................. 13
CHOOSING A SHARE CLASS .............................................. 13
HOW TO BUY SHARES ................................................... 18
HOW THE PRICE OF YOUR SHARES IS CALCULATED 19
HOW TO SELL SHARES .................................................. 20
REINSTATING RECENTLY SOLD SHARES .................................... 22
EXCHANGES ........................................................... 22
ACCOUNT INQUIRIES ................................................... 23
DIVIDENDS ........................................................... 23
TAX MATTERS ......................................................... 24

MANAGEMENT OF THE FUND ................................................. 26
MANAGER ............................................................. 26
MANAGEMENT FEES ..................................................... 26

MORE ABOUT THE FUND .................................................... 27
PRINCIPAL INVESTMENT STRATEGIES ..................................... 27
RISKS ............................................................... 34

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

APPENDIX ............................................................... B-1

<PAGE>

----------------
FUND AT A GLANCE
----------------

Fund at a Glance

This summary briefly describes CitiFunds Intermediate Income
Portfolio and the principal risks of investing in it. For more
information, see MORE ABOUT THE FUND on page 27.

Intermediate Income Portfolio

FUND GOALS

The Fund's goals are to generate a high level of current
income and preserve the value of its shareholders' investment.
Of course, there is no assurance that the Fund will achieve
its goals.

MAIN INVESTMENT STRATEGIES

CitiFunds Intermediate Income Portfolio invests in a broad
range of fixed income securities. The Fund's fixed income
securities include:

o debt securities of U.S. and foreign companies, such as bonds,
short-term notes and mortgage-backed securities (including
collateralized mortgage obligations, or CMOs) and asset-backed
securities;

o U.S. government securities, such as U.S. Treasury bills, notes
and bonds, and obligations issued or guaranteed by U.S.
government agencies or instrumentalities;

o debt securities of foreign governments; and

o preferred stock of U.S. and foreign companies.

The Fund may invest up to 20% of its assets in foreign
securities, including securities of issuers in developing
countries, and generally purchases U.S. dollar denominated
foreign securities.

The Fund may invest up to 15% of its assets in zero coupon
obligations that pay no current interest. The Fund may enter
into "dollar rolls," where the Fund sells mortgage-backed
securities and simultaneously agrees to repurchase similar
securities in the future at a lower price.

The Fund is permitted to invest in bonds with any maturity.
However, the Fund's average weighted maturity is normally
expected to be from three to ten years.

The Fund may use derivatives in order to protect (or "hedge")
against changes in interest rates or the prices of securities
held or to be bought. The Fund may also use derivatives for
non-hedging purposes, to enhance potential gains or generate
income. In addition, the Fund may use derivatives to manage
the maturity or duration of fixed income securities.

Please note that the Fund invests in securities through an
underlying mutual fund.

MAIN RISKS

As with all mutual funds, you may lose money if you invest in
this Fund. The principal risks of investing in CitiFunds
Intermediate Income Portfolio are described below. See page 34
for more information about risks.

The value of the Fund's shares will change daily as the value
of its underlying securities change. This means that your
shares of the Fund may be worth more or less when you sell
them than when you bought them.

o MARKET RISK. This is the risk that the prices of securities will
rise or fall due to changing economic, political or market
conditions, or due to a company's individual situation. Some
securities held by the Fund may be quite volatile, meaning that
their prices can change significantly in a short time.

o INTEREST RATE RISK. In general, the prices of debt securities
rise when interest rates fall, and fall when interest rates rise.
Longer term obligations are usually more sensitive to interest
rate changes. A change in interest rates could cause the Fund's
share price to go down.

o INCOME RISK. If interest rates decline, the amount of income paid
to you by the Fund as dividends may also decline.

o CREDIT RISK. Some issuers may not make payments on debt
securities held by the Fund, causing a loss. Or, an issuer's
financial condition may deteriorate, lowering the credit quality
of a security and leading to greater volatility in the price of
the security and in shares of the Fund. The prices of lower rated
securities often are more volatile than those of higher rated
securities.

o PORTFOLIO SELECTION. The success of the Fund's investment
strategy depends in large part on the investment process. The
portfolio managers may fail to pick securities that perform well
because they are unable to predict accurately the direction of
interest rates or to assess fundamental changes affecting the
credit quality of issuers, or other factors. In that case, you
may lose money, or your investment may not do as well as an
investment in another fixed income fund.

o FOREIGN SECURITIES. Investments in foreign securities involve
risks relating to adverse political, social and economic
developments abroad, as well as risks resulting from the
differences between the regulations to which U.S. and foreign
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. There
may be rapid changes in the value of foreign currencies or
securities, causing the Fund's share price to be volatile. Also,
in certain circumstances, the Fund could realize reduced or no
value in U.S. dollars from its investments in foreign securities,
causing the Fund's share price to go down.

The Fund may invest in issuers located in emerging, or
developing, markets. All of the risks of investing in foreign
securities are heightened by investing in these markets.

o PREPAYMENT AND EXTENSION RISK. The issuers of debt securities
held by the Fund may be able to call a bond or prepay principal
due on the securities, particularly during periods of declining
interest rates. The Fund may not be able to reinvest that
principal at attractive rates, reducing income to the Fund, and
the Fund may lose any premium paid. On the other hand, rising
interest rates may cause prepayments to occur at slower than
expected rates. This effectively lengthens the maturities of the
affected securities, making them more sensitive to interest rate
changes and the Fund's share price more volatile. Mortgage-backed
securities, including CMOs, are particularly susceptible to
prepayment risk and their prices may be more volatile than a
security having no prepayment option.

o ZERO COUPON OBLIGATIONS. Zero coupon obligations pay no current
interest. As a result, their prices tend to be more volatile than
those of securities that offer regular payments of interest. This
makes the Fund's share price more volatile. In order to pay cash
distributions representing income on zero coupon obligations, the
Fund may have to sell other securities on unfavorable terms.
These sales may generate taxable gains for Fund investors.

o DERIVATIVES. The Fund's use of derivatives (such as futures
contracts, option, swaps and forward foreign currency contracts),
particularly for non-hedging purposes, may be risky. This
practice could result in losses that are not offset by gains on
other portfolio assets. Losses would cause the Fund's share price
to go down. The Fund's ability to use derivatives successfully
depends on a number of factors, including Citibank's ability to
accurately predict interest rate, currency exchange rate and
other market movements. If Citibank's predictions are wrong, the
Fund could suffer greater losses than if the Fund had not used
derivatives.

Please note that 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.

WHO MAY WANT TO INVEST

You should consider investing in CitiFunds Intermediate Income
Portfolio if:

o You're seeking higher current income than is available from money
market instruments, and you are willing to accept the greater
share price fluctuations associated with higher income.

o Your investment horizon is at least intermediate term --
typically three years or longer.

Don't invest in the Fund if:

o Growth of principal is more important to you than current income.

o You are not prepared to accept daily share price or income
fluctuations and possible losses.

o Your investment horizon is shorter term -- usually less than
three years.

Please keep in mind that an investment in any fixed income
fund is not a complete investment program.

<PAGE>

Fund Performance

The following bar chart and table can help you evaluate the
risks and performance of the Fund.

o The bar chart shows changes in the Fund's performance from year
to year for the calendar years indicated. The chart and related
information do not take into account any sales charges that you
may be required to pay. Any sales charges will reduce your
return.

o The table compares the Fund's average annual returns for the
periods indicated to those of a broad measure of market
performance. Please remember that unlike the Fund, the market
index does not include the costs of buying and selling securities
and other Fund expenses or sales charges. The Fund's returns in
the table reflect the maximum sales charge currently applicable.

o In both the chart and table, the returns shown for Class A shares
include returns for periods before the creation of share classes
on January 4, 1999. Prior to that date, there were no sales
charges on the purchase or sale of Fund shares. The returns for
Class A in the table have been adjusted to reflect the maximum
front-end sales charge currently applicable to the Class A
shares.

o Class B shares have been offered since January 4, 1999. Class B
performance is lower than that shown for Class A shares, because
of higher fund expenses and the effect of the contingent deferred
sales charge.

o The Fund's performance reflects certain fee waivers or
reimbursements. If these are reduced or eliminated, the Fund's
performance may go down.

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.

CITIFUNDS INTERMEDIATE INCOME PORTFOLIO

--------------------------------------------------------------------------------
ANNUAL TOTAL RETURNS - CLASS A
(WITHOUT SALES CHARGE)

1994 (4.48)%
1995 16.45%
1996 2.73%
1997 8.87%
1998 8.07%
1999 (2.37)%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
FUND'S HIGHEST AND LOWEST RETURNS
FOR CALENDAR QUARTERS COVERED BY THE BAR CHART
..............................................................................
Quarter Ending
..............................................................................
Highest 6.49% June 30, 1995
..............................................................................
Lowest (3.21)% March 31, 1994
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1998
..............................................................................
Life of Fund
Since
1 Year 5 Years June 25, 1993
..............................................................................
Class A (6.77)% 5.58% 4.00%
..............................................................................
Class B (7.12)% N/A N/A
..............................................................................
Lehman Aggregate Bond Index (0.82)% 7.73% *
--------------------------------------------------------------------------------

*Information regarding performance for this period is not available.

<PAGE>

Fund Fees and Expenses

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

--------------------------------------------------------------------------------
CITIFUNDS INTERMEDIATE INCOME PORTFOLIO
..............................................................................
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
..............................................................................
SHARE CLASS (Class descriptions begin on page 13) CLASS A CLASS B
..............................................................................
Maximum Sales Charge (Load) Imposed on Purchases 4.50% None
..............................................................................
Maximum Deferred Sales Charge (Load) None(1) 4.50%(2)
------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(3)
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
..............................................................................
Management Fees 0.70% 0.70%
..............................................................................
Distribution (12b-1) Fees 0.25% 0.75%
..............................................................................
Other Expenses (administrative and other expenses) 0.37% 0.37%
..............................................................................
TOTAL ANNUAL FUND OPERATING EXPENSES* 1.32% 1.82%

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

* Because some of the Fund's expenses were waived or
reimbursed, actual total operating expenses for the prior
year were: 0.90% 1.40%
These fee waivers and reimbursements may be reduced or terminated at any
time.

(1) Except for investment of $500,000 or more.
(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 the shares. In the first year
after purchase, the CDSC is 4.50% of the price at which you purchased
your shares, or the price at which you sold your shares, whichever is
less, declining to 1.00% in the fifth year after purchase.
(3) The Fund invests in securities through an underlying mutual fund, U.S.
Fixed Income Portfolio. This table reflects the expenses of the Fund and
U.S. Fixed Income Portfolio.

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:

o you invest $10,000 in the Fund for the time periods indicated;

o you pay the maximum applicable sales charge;

o you reinvest all dividends;

o you then sell all your shares at the end of those periods -- for
Class B shares a number is also given showing your expenses if
you held onto your shares; the example also shows the effects of
the conversion of Class B shares to Class A shares after 8 years;

o your investment has a 5% return each year -- the assumption of a
5% return is required by the SEC for the purpose of this example
and is not a prediction of the Fund's future performance; and

o the Fund's operating expenses as shown in the table without
waivers remain the same.

Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

<PAGE>

----------------------
YOUR CITIFUNDS ACCOUNT
----------------------

Your CitiFunds Account

CHOOSING A SHARE CLASS

The Fund offers two share classes, Class A and Class B. Each
class has its own sales charge and expense structure. Please
read the information below carefully to help you decide which
share class is best for you.

CLASS A AT A GLANCE

o Front-end load -- there is an initial sales charge of 4.50% or
less

o Lower sales charge rates for larger investments

o Annual distribution/service fee of up to 0.25%

o Lower annual expenses than Class B shares

CLASS B AT A GLANCE

o No initial sales charge

o The deferred sales charge declines from 4.50% to 1.00% over five
years, and is eliminated if you hold your shares for six years or
more

o Annual distribution/service fee of up to 0.75%

o Automatic conversion to Class A shares after 8 years

--------------------------------------------------------------------------------
WHAT ARE DISTRIBUTION/SERVICE FEES?

Both Class A and Class B shares have annual DISTRIBUTION/ SERVICE FEES
THAT are paid under a 12B-1 PLAN. These are fees, also called 12B-1
FEES, that are deducted from fund assets and are used to compensate
those financial intermediaries such as broker/dealers that sell fund
shares and provide ongoing services to shareholders and to pay other
marketing and advertising expenses. Because you pay these fees during
the whole period that you own the shares, over time you may pay more
than if you had paid other types of sales charges. For this reason,
you should consider the effects of 12b-1 fees as well as sales loads
when choosing a share class.
---------------------------------------------------------------------

SALES CHARGES -- CLASS A SHARES

o Class A shares are sold at net asset value plus a front- end, or
initial, sales charge. The rate you pay goes down as the amount
of your investment in Class A shares goes up. The chart below
shows the rate of sales charge that you pay, depending on the
amount that you purchase.

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

--------------------------------------------------------------------------------
BROKER/
SALES CHARGE SALES CHARGE DEALER
AS A % OF AS A % OF COMMISSION
AMOUNT OF OFFERING YOUR AS A % OF
YOUR INVESTMENT PRICE INVESTMENT OFFERING PRICE
..............................................................................
Less than $25,000 4.50% 4.71% 4.05%
..............................................................................
$25,000 to less than $50,000 4.00% 4.17% 3.60%
..............................................................................
$50,000 to less than $100,000 3.50% 3.63% 3.15%
..............................................................................
$100,000 to less than $250,000 2.50% 2.56% 2.25%
..............................................................................
$250,000 to less than $500,000 1.50% 1.52% 1.35%
..............................................................................
$500,000 or more none* none* up to 1.00%
--------------------------------------------------------------------------------

*A contingent deferred sales charge may apply in certain instances. See page 15.

o After the initial sales charge is deducted from your investment,
the balance of your investment is invested in the Fund.

o The sales charge may also be waived or reduced in certain
circumstances, as described in "Sales Charge Waivers or
Reductions" below. If you qualify to purchase Class A shares
without a sales load, you should purchase Class A shares rather
than Class B shares because Class A shares pay lower fees.

o If you invest at least $500,000 in the Fund, you do not pay any
initial sales charge. However, you may be charged a contingent
deferred sales charge (CDSC) of 1% of the purchase price, or the
sale price, whichever is less, if you sell within the first year.
Under certain circumstances, waivers may apply. Other policies
regarding the application of the CDSC are the same as for Class B
shares. Please read the discussion below on Class B shares for
more information.

PLEASE NOTE: If you owned Fund shares prior to January 4,
1999, you may exchange those shares into Class A shares of
other CitiFunds and other mutual funds managed by Citibank
without paying any sales charge, subject to verification.
Shares subject to the waiver include shares purchased prior to
January 4, 1999, and any shares that represent capital
appreciation or the reinvestment of dividends or capital gains
distributions on those shares.

SALES CHARGES -- CLASS B SHARES

o Class B shares are sold without a front-end, or initial, sales
charge, but you are charged a contingent deferred sales charge
(CDSC) when you sell shares within five years of purchase. The
rate of CDSC goes down the longer you hold your shares. The table
below shows the rates that you pay, as a percentage of your
original purchase price (or the sale price, whichever is less),
depending upon when you sell your shares.

--------------------------------------------------------------------------------
SALE DURING CDSC ON SHARES BEING SOLD
..............................................................................
1st year since purchase 4.50%
..............................................................................
2nd year since purchase 4.00%
..............................................................................
3rd year since purchase 3.00%
..............................................................................
4th year since purchase 2.00%
..............................................................................
5th year since purchase 1.00%
..............................................................................
6th year (or later) since purchase None
--------------------------------------------------------------------------------

o Financial intermediaries selling Class B shares receive a
commission of 4.00% of the purchase price of the Class B shares
that they sell, except for sales exempt from the CDSC. Financial
intermediaries also receive a service fee at an annual rate equal
to 0.25% of the average daily net assets represented by the Class
B shares that they have sold.

o When you sell your shares, the CDSC will be based on either your
original purchase price, or the sale price, whichever is less.

o You do not pay a CDSC on shares acquired through reinvestment of
dividends and capital gain distributions or on shares
representing capital appreciation.

o To ensure that you pay the lowest applicable CDSC, the Fund will
always use the Class B shares with the lowest CDSC to fill your
sell requests.

o You do not pay a CDSC at the time you exchange your Class B
shares for Class B shares of certain CitiFunds -- any payment
will be deferred until your Class B shares are redeemed.

o If you acquired your Class B shares through an exchange from
another fund managed or advised by Citibank, the date of your
initial investment will be used as the basis of the CDSC
calculations. If the rate of CDSC on the shares exchanged was
higher than the rate of CDSC on your Fund shares, you will be
charged the higher rate when you sell your Fund shares.

SALES CHARGE WAIVERS OR REDUCTIONS

You may reduce or eliminate your sales charge on shares if you
qualify for certain waivers or elect to participate in certain
programs. These include:

Front-End Loads

o Sales charge elimination for certain eligible purchasers,
including certain tax-exempt organizations, certain employee
benefit plans, certain entities or persons with a qualifying
affiliation or relationship with Citibank, and, under certain
circumstances, investors using the proceeds of a redemption from
another mutual fund for their purchase of Class A shares. Further
information about eligible purchasers may be found in the
Appendix to this prospectus.

o Reduced sales charge plan for qualified groups.

o Right of Accumulation.

o Letter of Intent.

CDSC

o Redemptions made within one year of the death of the shareholder.

o Lump sum or other distributions from IRAs and certain other
retirement accounts.

o Redemptions made under the Fund's Systematic Withdrawal Plan.

You may learn more about the requirements for waiver or
reduction and how the programs work by requesting a copy of
the Fund's Statement of Additional Information, or by
consulting with your account representative.

AUTOMATIC CONVERSION OF CLASS B SHARES

Class B shares automatically convert to Class A shares
approximately eight years after purchase. If you acquired your
shares through an exchange, the date of your initial
investment will be used to determine your conversion date. You
will receive the same dollar amount of Class A shares as the
Class B shares converted. The price of Class A shares may be
higher than Class B shares at the time of conversion, because
of the lower expenses of Class A shares. Therefore, you may
receive fewer Class A shares than the number of Class B shares
converted.

HOW TO BUY SHARES

Shares of CitiFunds Intermediate Income Portfolio are offered
continuously and purchases may be made Monday through Friday,
except on certain holidays. Shares may be purchased from the
Fund's distributor or a broker-dealer or financial institution
(called a Service Agent) that has entered into a sales or
service agreement with the distributor concerning the Fund.
Please specify whether you are purchasing Class A or Class B
shares. If you fail to specify, Class A shares will be
purchased for your account. The Fund and the distributor have
the right to reject any purchase order or cease offering Fund
shares at any time.

Shares are purchased at net asset value (NAV) the next time it
is calculated after your order is received and accepted by the
Fund's transfer agent. NAV is the value of a single share of
the Fund. If you are purchasing Class A shares, the applicable
sales charge will be added to the cost of your shares. The
Fund does not impose any minimum initial or subsequent
investment requirements but your Service Agent may.

Your Service 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
Service Agent transmits the order when the check clears.

If you hold your shares through a Service Agent, your Service
Agent will establish and maintain your account and be the
shareholder of record. If you wish to transfer your account,
you may transfer it to another financial institution, or you
may set up an account directly with the Fund's transfer agent.

HOW THE PRICE OF YOUR SHARES IS CALCULATED

The Fund calculates its NAV every day the New York Stock
Exchange is open for trading. This calculation is made at the
close of regular trading on the New York Stock Exchange,
normally 4:00 p.m. Eastern time. NAV is calculated separately
for each class of shares. NAV may be higher for Class A shares
because Class A shares bear lower expenses. On days when the
financial markets in which the Fund invests close early, NAV
may be calculated as of the earlier close of those markets.

The Fund's securities are valued primarily on the basis of
market quotations. When market quotations are not readily
available, the Fund may price securities at fair value. Fair
value is determined in accordance with procedures approved by
the Fund's Board of Trustees. When the Fund uses the fair
value pricing method, a security may be priced higher or lower
than if the Fund had used a market quotation to price the same
security. For foreign securities the values are translated
from the local currency into U.S. dollars using current
exchange rates. If trading in the currency is restricted, the
Fund uses a rate believed to reflect the currency's fair value
in U.S. dollars. Trading may take place in foreign securities
held by the Fund on days when the Fund is not open for
business. As a result, the Fund's NAV may change on days on
which it is not possible to purchase or sell shares of the
Fund.

HOW TO SELL SHARES

You may sell (redeem) your shares on any business day. The
price will be the NAV the next time it is calculated after
your redemption request in proper form has been received by
the Fund's transfer agent. If your shares are subject to a
CDSC, the applicable charge will be deducted from your sale
proceeds.

You may make redemption requests in writing through the Fund's
transfer agent or, if you hold your shares through a Service
Agent, through your Service Agent. If your account application
permits, you may also make redemption requests by telephone.
Each Service Agent is responsible for promptly submitting
redemption requests to the Fund's transfer agent. You are
responsible for making sure your redemption request is in
proper form.

The Fund has a Systematic Withdrawal Plan which allows you to
automatically withdraw a specific dollar amount from your
account on a regular basis. You must have at least $10,000 in
your account to participate in this program. Under the Plan,
if your shares are subject to a CDSC, you may only withdraw up
to 10% of the value of your account in any year, but you will
not be subject to a CDSC on the shares withdrawn under the
Plan. For more information, please contact the Fund's transfer
agent or, if you hold your shares through a Service Agent,
your Service Agent.

If you own both Class A and Class B shares, and want to sell
shares, you should specify which class of shares you wish to
sell. If you fail to specify, Class A shares will be redeemed
first.

When you sell your Class B shares, they will be redeemed so as
to minimize your CDSC. Shares on which the CDSC is not
payable, i.e.

o shares representing capital appreciation and

o shares representing the reinvestment of dividends and capital
gain distributions

will be sold first followed by

o shares held for the longest period of time.

You will receive your redemption proceeds in federal funds
normally on the third business day after you sell your shares
but in any event within seven days. However, 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. The 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 into cash. You should
be aware that you may have to pay taxes on your redemption
proceeds.

Your account balance with the Fund may be subject to a $500
minimum. If so, the Fund reserves the right to close your
account if it falls below $500 because of redemptions. You
will have 60 days to make an additional investment. If you do
not increase your balance, the Fund may close your account and
send the proceeds to you. Your shares will be sold at NAV on
the day your account was closed.

REINSTATING RECENTLY SOLD SHARES

For 90 days after you sell your Class A shares, the Fund
permits you to repurchase Class A shares in the Fund, up to
the dollar amount of the shares redeemed, without paying any
sales charges. To take advantage of this reinstatement
privilege, you must notify the Fund in writing at the time you
wish to repurchase the shares.

EXCHANGES

You may exchange Fund shares for shares of the same class of
certain other CitiFunds. You may also be able to exchange your
Class A shares for shares of certain CitiFunds that offer only
a single class of shares unless your Class A shares are
subject to a CDSC. You may not exchange Class B shares for
shares of CitiFunds that offer only a single class of shares.
You may also acquire Fund shares through an exchange from
another fund managed by Citibank.

You may place exchange orders through the transfer agent or,
if you hold your shares through a Service Agent, through your
Service Agent. You may place exchange orders by telephone if
your account application permits. The transfer agent or your
Service Agent can provide you with more information, including
a prospectus for any fund that may be acquired through an
exchange.

The exchange will be based on the NAVs of each fund the next
time they are determined after your order is accepted by the
Fund's transfer agent, subject to any applicable sales charge.
You cannot exchange shares until the Fund has received payment
in federal funds for your shares.

When you exchange your Class A shares, you will generally be
required to pay the difference, if any, between the sales
charge payable on the shares to be acquired in the exchange
and the sales charge paid in connection with your original
purchase of Class A shares. However, if your Fund shares were
purchased prior to January 4, 1999, you will not have to pay a
sales charge when you exchange those shares for Class A
shares, subject to confirmation through a check of appropriate
records and documentation.

When you exchange your Class B shares, you will not pay any
initial sales charge, and no CDSC is imposed when your Class B
shares are exchanged for Class B shares of certain other
CitiFunds that are made available for exchange. However, you
may be required to pay a CDSC when you sell those shares. The
length of time that you owned Fund shares will be included in
the holding period of your new Class B shares.

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.

ACCOUNT INQUIRIES

Please contact your Service Agent. If you hold your shares
through the transfer agent, please call 1-800-625-4554.

DIVIDENDS

The Fund pays substantially all of its net income (if any)
from dividends and interest to its shareholders of record as a
dividend monthly.

The Fund's net realized short-term and long-term capital
gains, if any, will be distributed to Fund shareholders at
least annually, in December. The Fund may also make additional
distributions to shareholders to the extent necessary to avoid
the application of the 4% non-deductible excise tax on certain
undistributed income and net capital gains of mutual funds.

Unless you choose to receive your dividends in cash, you will
receive them as full and fractional additional Fund shares.

TAX MATTERS

This discussion of federal taxes is for general information
only. You should consult your own tax adviser about your
particular situation, and the status of your account under
state and local laws.

TAXABILITY OF DISTRIBUTIONS. You will normally have to pay
federal income taxes on the distributions you receive from the
Fund, whether you take the distributions in cash or reinvest
them in additional shares. Distributions designated by the
Fund as capital gain dividends are taxable as long-term
capital gains. Other distributions are generally taxable as
ordinary income. Some distributions paid in January may be
taxable to you as if they had been paid the previous December.
Each year the Fund will mail you a report of your
distributions for the prior year and how they are treated for
federal tax purposes.

Fund distributions will reduce the Fund's net asset value per
share. As a result, if you buy shares just before the Fund
makes a distribution, you may pay the full price for the
shares and then effectively receive a portion of the purchase
price back as a taxable distribution.

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. The Fund may be required
to withhold (and pay over to the IRS for your credit) 31% of
certain distributions and proceeds it pays you if you fail to
provide this information or otherwise violate IRS regulations.

FOREIGN SHAREHOLDERS. If you are not a citizen or resident of
the U.S., the 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. Fund distributions received by non-U.S.
persons also may be subject to tax under the laws of their own
jurisdictions.

TAXABILITY OF TRANSACTIONS. Any time you sell or exchange
shares, it is considered a taxable event for you. Depending on
the purchase price and the sale price of the shares you sell
or exchange, you may have a gain or a loss on the transaction.
You are responsible for any tax liabilities generated by your
transactions.

<PAGE>

----------------------
MANAGEMENT OF THE FUND
----------------------

Management of the Fund

MANAGER

CitiFunds Intermediate Income Portfolio draws on the strength
and experience of Citibank. Citibank is the investment manager
of the Fund, and subject to policies set by the Fund's
Trustees, Citibank makes investment decisions. Citibank has
been managing money since 1822. With its affiliates, it
currently manages more than $351 billion in assets worldwide.

Citibank, with headquarters at 153 East 53rd Street, New York,
New York, is a wholly-owned subsidiary of Citigroup Inc.
"CitiFunds" is a service mark of Citicorp.

Citibank and its affiliates, including their directors,
officers or employees, may have banking and investment banking
relationships with the issuers of securities that are held in
the Fund. They may also own the securities of these issuers.
However, in making investment decisions for the Fund, 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 Fund.

Mark Lindbloom, a Vice President of Citibank, has been
responsible for the daily management of the Fund's securities
since June 1993, and has been a portfolio manager for fixed
income securities since joining Citibank in 1986. Mr.
Lindbloom has more than 20 years of investment management
experience.

MANAGEMENT FEES

For the Fund's fiscal year ended October 31, 1999, Citibank
received management fees totaling 0.35% of the Fund's average
daily net assets, after waivers.

<PAGE>

-------------------
MORE ABOUT THE FUND
-------------------

More About the Fund

The Fund's goals, principal investments and risks are
summarized in FUND AT A GLANCE on page 3. More information on
investments, investment strategies and risks appears below.

PRINCIPAL INVESTMENT STRATEGIES

The Fund's principal investment strategies are described
below. The Fund may use other strategies and invest in other
securities that are described in the Statement of Additional
Information. However, the Fund may not use all of the
strategies and techniques or invest in all of the types of
securities described in this Prospectus or in the Statement of
Additional Information. The Fund's goals and strategies may be
changed without shareholder approval. Of course, there can be
no assurance that the Fund will achieve its goals.

Under normal circumstances, the Fund invests at least 65% of
its total assets in fixed income securities. However, the Fund
expects that, in general, substantially all of its assets will
be invested in fixed income securities.

--------------------------------------------------------------------------------
WHAT ARE FIXED INCOME SECURITIES?

FIXED INCOME SECURITIES generally represent a debt obligation
of an issuer, and include BONDS, SHORT-TERM OBLIGATIONS AND
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES AND PREFERRED
STOCK. Fixed income securities, in general, offer a fixed
stream of cash flow. Most bond investments focus on generating
income. The potential for capital appreciation is a secondary
objective. The value of fixed income securities generally goes
up when interest rates go down, and down when rates go up. The
value of these securities also fluctuates based on other
market and credit factors.
--------------------------------------------------------------------------------

The Fund's fixed income securities include:

o debt securities of U.S. and foreign companies, such as bonds,
short-term notes and mortgage-backed and asset- backed securities
(including collateralized mortgage obligations, or CMOs);

o U.S. government securities, such as U.S. Treasury bills, notes
and bonds, and obligations issued or guaranteed by U.S.
government agencies or instrumentalities;

o debt securities of foreign governments; and

o preferred stock of U.S. and foreign companies.

The Fund may invest up to 20% of its assets in foreign
securities, including securities of issuers in developing
countries, and generally purchases U.S. dollar denominated
foreign securities.

--------------------------------------------------------------------------------
WHAT ARE MORTGAGE-BACKED SECURITIES?

Home mortgage loans are typically grouped together into
"pools" by banks and other lending institutions, and interests
in these pools are then sold to investors, allowing the bank
or other lending institution to have more money available to
loan to home buyers. When homeowners make interest and
principal payments, these payments are passed on to the
investors in the pool. Certain types of mortgage-backed
securities are called collateralized mortgage obligations, or
CMOs.
--------------------------------------------------------------------------------

The Fund's mortgage-backed securities may be issued or
guaranteed as to payment of principal and interest by the U.S.
government or one of its agencies, such as GNMA. These
securities may or may not be backed by the full faith and
credit of the U.S. government.

Even if the U.S. government or one of its agencies guarantees
principal and interest payments of a mortgage-backed security,
the market price of the security is not insured and may be
volatile.

The Fund also may invest in asset-backed securities and in
mortgage-backed securities that are not backed by the U.S.
government. These securities are backed by pools of assets
such as automobile loans, credit card receivables or mortgage
loans. It may be difficult to enforce rights against the
assets backing these securities.

The U.S. government securities in which the Fund may invest
include U.S. Treasury bills, notes and bonds, and obligations
issued or guaranteed by U.S. government agencies or
instrumentalities. Securities issued by U.S. government
agencies or instrumentalities may or may not be backed by the
full faith and credit of the U.S. government. U.S. government
securities have minimal credit risk, but they still fluctuate
in value when interest rates or currency exchange rates
change.

Securities issued or guaranteed as to principal and interest
by foreign governments or agencies or instrumentalities of
foreign governments (which include securities of supranational
agencies) also may provide opportunities for income with
minimal credit risk. As with U.S. government securities,
however, they still fluctuate in value when interest rates
change.

The Fund may invest up to 15% of its assets in zero coupon
obligations, such as zero coupon bonds issued by companies and
securities representing future principal and interest
installments on debt obligations of the U.S. and foreign
governments.

The Fund's debt securities issued by U.S. companies must be
investment grade when the Fund purchases them. Investment
grade securities are those rated Baa3 or better by Moody's,
BBB- or better by Standard & Poor's or which Citibank believes
to be of comparable quality. Securities rated Baa3 or BBB- and
securities of comparable quality may have speculative
characteristics. Also, changes in economic or market
conditions or the issuers' circumstances are more likely to
adversely affect the issuers' ability to make payments on the
securities than is the case for higher rated securities. If
the credit quality of a security deteriorates after the Fund
buys it, Citibank will decide whether the security should be
held or sold.

The Fund is permitted to invest in bonds with any maturity.
However, the Fund's average weighted maturity is normally
expected to be from three to ten years. Citibank determines
the average maturity of mortgage-backed and asset-backed
securities based on its expectations of prepayments of these
securities. Actual prepayments will vary depending on changes
in interest rates. The Fund's average maturity may deviate
from its normal range as a result of actual or expected
prepayments. The Fund will not consider such a deviation a
violation of investment policy.

The Fund may enter into "dollar rolls" where it sells
mortgage-backed securities and simultaneously agrees to
repurchase substantially similar securities on a specified
future date. The Fund's dollar rolls are "covered," meaning
that the Fund establishes a segregated account with liquid
securities equal in value to the securities it will
repurchase.

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

DERIVATIVES. The Fund may use derivatives in order to protect
(or "hedge") against declines in the value of securities held
by the Fund or increases in the cost of securities to be
purchased in the future, or to hedge against changes in
interest rates. The Fund may also use derivatives for non-
hedging purposes, to generate income or enhance potential
gains. In addition, the Fund may use derivatives to manage the
effective maturity or duration of fixed income securities.
These derivatives include bond index futures, foreign currency
futures, forwards and exchange contracts, options on
securities and foreign currencies, options on interest rate
futures and swaps. In some cases, the derivatives purchased by
the Fund are standardized contracts traded on commodities
exchanges or boards of trade. This means that the exchange or
board of trade guaranties counterparty performance. In other
cases, the Fund may bear more counterparty risk. Derivatives
may be thinly traded or illiquid. Derivatives may not be
available on terms that make economic sense (they may be too
costly). The Fund's ability to use derivatives may also be
limited by tax considerations.

DEFENSIVE STRATEGIES. The Fund may, from time to time, take
temporary defensive positions that are inconsistent with the
Fund's principal investment strategies in attempting to
respond to adverse market, political or other conditions. When
doing so, the Fund may invest without limit in high quality
money market and other short-term instruments, and may not be
pursuing its investment goals.

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

MANAGEMENT STYLE. Managers of mutual funds use different
styles when managing portfolios. Portfolio managers for
Citibank generally use a "top-down" approach when establishing
duration and sector allocation and a "bottom-up" approach when
selecting securities to purchase for the Fund. When using a
"top-down" approach the portfolio managers look first at broad
economic factors and market conditions. Security selection
combines fundamental credit analysis with relative value
decisions. Portfolio managers, working from an approved list
of issuers, compare the yield advantage of an issue to other
issues in its peer group. The portfolio managers use these
same approaches when deciding which securities to sell.
Securities are sold when the Fund needs cash to meet
redemptions, or when the managers believe that better
opportunities exist or that the security no longer fits within
the managers' overall strategies for achieving the Fund's
goals.

The Fund is actively managed. Although the portfolio managers
attempt to minimize portfolio turnover, from time to time the
Fund's annual portfolio turnover rate may exceed 100%. The
sale of securities may produce capital gains, which, when
distributed, are taxable to investors. Active trading may also
increase the amount of commissions or mark-ups the Fund pays
to brokers or dealers when it buys and sells securities. The
"Financial Highlights" section of this prospectus shows the
Fund's historical portfolio turnover rate.

Citibank may use brokers or dealers for Fund transactions who
also provide brokerage and research services to the Fund or
other accounts over which Citibank exercises investment
discretion. The Fund may "pay up" for brokerage services,
meaning that it is authorized to pay a broker or dealer who
provides these brokerage and research services a commission
for executing a portfolio transaction which is higher than the
commission another broker or dealer would have charged.
However, the Fund will "pay up" only if Citibank determines in
good faith that the higher commission is reasonable in
relation to the brokerage and research services provided,
viewed in terms of either the particular transaction or all of
the accounts over which Citibank exercises investment
discretion.

RISKS

Investing in a mutual fund involves risk. Before investing,
you should consider the risks you will assume. Certain of
these risks are described below. Please note that there are
many other factors that could adversely affect your investment
and that could prevent the Fund from achieving its goals,
which are not described here. More information about risks
appears in the Fund's Statement of Additional Information.

The value of the Fund's shares will change daily as the value
of its underlying securities changes. This means that your
shares of the Fund may be worth more or less when you sell
them than when you bought them. You may lose money if you
invest in this Fund.

Please remember that 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.

MARKET RISK. This is the risk that the prices of securities
will rise or fall due to changing economic, political or
market conditions, or due to a company's individual situation.
Some securities held by the Fund may be quite volatile,
meaning that their prices can change significantly in a short
time.

INTEREST RATE RISK. In general, the prices of debt securities
rise when interest rates fall, and fall when interest rates
rise. Longer term obligations are usually more sensitive to
interest rate changes. A change in interest rates could cause
the Fund's share price to go down.

INCOME RISK. If interest rates decline, the amount of income
paid to you by the Fund as dividends may also decline.

CREDIT RISK. Some issuers may not make payments on debt
securities held by the Fund, causing a loss. Or, an issuer may
suffer adverse changes in its financial condition that could
lower the credit quality of a security, leading to greater
volatility in the price of the security and in shares of the
Fund. A change in the quality rating of a bond or other
security can also affect the security's liquidity and make it
more difficult for the Fund to sell. The lower quality debt
securities in which the Fund may invest are more susceptible
to these problems than higher quality obligations.

PORTFOLIO SELECTION. The success of the Fund's investment
strategy depends in large part on the investment process. The
portfolio managers may fail to pick securities that perform
well because they are unable to predict accurately the
direction of interest rates or to assess fundamental changes
affecting the credit quality of issuers or other factors. In
that case, you may lose money, or your investment may not do
as well as an investment in another fixed income fund.

FOREIGN SECURITIES. Investments in foreign securities involve
risks relating to adverse political, social and economic
developments abroad, as well as risks resulting from the
differences between the regulations to which U.S. and foreign
issuers and markets are subject.

o These risks may include expropriation of assets, confiscatory
taxation, withholding taxes on dividends and interest paid on
fund investments, currency exchange controls and other
limitations on the use or transfer of Fund assets and political
or social instability.

o Foreign 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.

o Foreign markets may be less liquid and more volatile than U.S.
markets. Rapid increases in money supply may result in
speculative investing, contributing to volatility. Also, equity
securities may trade at price-earnings multiples that are higher
than those of comparable U.S. companies, and that may not be
sustainable. As a result, there may be rapid changes in the value
of foreign securities.

o Foreign markets may offer less protection to investors. Enforcing
legal rights may be difficult, costly and slow. There may be
special problems enforcing claims against foreign governments.

o Since foreign securities often trade in currencies other than the
U.S. dollar, changes in currency exchange rates will affect the
Fund's net asset value, the value of dividends and interest
earned, and gains and losses realized on the sale of securities.
An increase in the U.S. dollar relative to these other currencies
will adversely affect the value of the Fund. In addition, some
foreign currency values may be volatile and there is the
possibility of governmental controls on currency exchanges or
governmental intervention in currency markets. Controls or
intervention could limit or prevent the Fund from realizing value
in U.S. dollars from its investment in foreign securities. The
Fund may also be adversely affected by the conversion of European
currencies to the Euro.

o The Fund may invest in issuers located in emerging, or
developing, markets.

o Emerging or developing countries are generally defined as
countries in the initial stages of their industrialization
cycles with low per capita income.

o All of the risks of investing in foreign securities are
heightened by investing in developing countries.

o The markets of developing countries have been more volatile
than the markets of developed countries with more mature
economies.

PREPAYMENT AND EXTENSION RISK. The issuers of debt securities
held by the Fund may be able to call a bond or prepay
principal due on the securities, particularly during periods
of declining interest rates. The Fund may not be able to
reinvest that principal at attractive rates, reducing income
to the Fund, and the Fund may lose any premium paid. The Fund
would also lose the benefit of falling interest rates on the
price of the repaid bond. On the other hand, rising interest
rates may cause prepayments to occur at slower than expected
rates. This effectively lengthens the maturities of the
affected securities, making them more sensitive to interest
rate changes and the Fund's share price more volatile.
Securities subject to prepayment risk generally offer less
potential for gains when interest rates decline, and may offer
a greater potential for loss when interest rates rise.
Mortgage-backed securities, including CMOs, are particularly
susceptible to prepayment risk and their prices may be more
volatile than a security having no pre-payment option.

ZERO COUPON OBLIGATIONS. Zero coupon obligations pay no
current interest. As a result, their prices tend to be more
volatile than those of securities that offer regular payments
of interest. This makes the Fund's share price more volatile.
In order to pay cash distributions representing income on zero
coupon obligations, the Fund may have to sell other securities
on unfavorable terms. These sales may generate taxable gains
for Fund investors.

DERIVATIVES. The Fund's use of derivatives (such as futures
contracts and forward foreign currency contracts),
particularly when used for non-hedging purposes, may be risky.
This practice could result in losses that are not offset by
gains on other portfolio assets. Losses would cause the Fund's
share price to go down. There is also the risk that the
counterparty may fail to honor contract terms. This risk
becomes more acute when the Fund invests in derivatives that
are not traded on commodities exchanges or boards of trade.
The Fund's ability to use derivatives successfully depends on
Citibank's ability to accurately predict interest rates,
currency exchange rates and other market movements. If
Citibank's predictions are wrong, the Fund could suffer
greater losses than if the Fund had not used derivatives.

YEAR 2000 RISK. Year 2000 Risk, the risk that computers will
fail or generate faulty information after December 31, 1999,
may continue to cause problems well into the Year 2000. The
Fund may be adversely affected by the Year 2000 problems of
its service providers, the markets on which it trades
securities, or the issuers of the securities it holds.

<PAGE>

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

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal periods indicated. Certain information
reflects financial results for a single Class A and Class B Fund share. The
total returns in the table represent the rate that an investor would have
earned or lost on an investment in the Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP (1999 annual information only), whose report along
with the Fund's financial statements, is included in the annual report which
is incorporated by reference into the Statement of Additional Information and
which is available upon request. The financial information prior to 1999 was
audited by another accounting firm.

<TABLE>
<CAPTION>
CITIFUNDS INTERMEDIATE INCOME PORTFOLIO
CLASS A
--------------------------------------------------------------------------------------------------
Ten Months Year Ended December 31,
Year Ended Ended
October 31, October 31, -----------------------------------------------------------
1999 1998 1997 1996 1995 1994
............................................................................................................................
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of period $10.00 $ 9.72 $ 9.48 $ 9.77 $ 8.91 $ 9.88
............................................................................................................................
Income From Operations:
Net investment income 0.508+ 0.447 0.575 0.54 0.57 0.521
Net realized and
unrealized gain (loss)
on investments (0.666) 0.272 0.239 (0.29) 0.86 (0.959)
............................................................................................................................
Total from operations (0.158) 0.719 0.814 0.25 1.43 (0.438)
............................................................................................................................
Less Distributions From:
Net investment income (0.462) (0.439) (0.574) (0.54) (0.57) (0.516)
Net realized gain on
investments -- -- -- -- -- (0.016)
............................................................................................................................
Total distributions (0.462) (0.439) (0.574) (0.54) (0.57) (0.532)
............................................................................................................................
Net Asset Value, end of
period $ 9.38 $10.00 $ 9.72 $ 9.48 $ 9.77 $ 8.91
............................................................................................................................
Total Return (1.61)% 7.57%** 8.87% 2.73% 16.45% (4.48)%
</TABLE>

<PAGE>

Note: If agents of the Fund had not voluntarily agreed to waive all or a portion of their fees for the periods indicated the net
investment income per share and the ratios would have been as follows:

Net investment income
per share $0.467+ $0.412 $0.522 $0.50 $0.52 $0.475
RATIOS:
Expenses to average net
assets (A) 1.32% 1.33%* 1.47% 1.39% 1.42% 1.39%
Net investment income to
average net assets 4.78% 4.88%* 5.37% 5.23% 5.45% 5.03%

* Annualized.
** Not Annualized.
+ The per share amounts were computed using monthly average shares during the period.
(A) The expense ratios for the year ended December 31, 1995 and the periods thereafter have been adjusted to reflect a change in
reporting requirements. The new reporting 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 each of the periods ended before December 31,
1995 have not been adjusted to reflect this change.

(B) Portfolio turnover rate represents the rate of portfolio activity for the periods until October 31, 1998 while the Fund was
making investments directly in securities. The portfolio turnover rates for the period beginning on November 1, 1998 represent
the rates of portfolio activity of U.S. Fixed Income Portfolio, the underlying portfolio through which the Fund invests.
</TABLE>

<PAGE>

CLASS B
--------------------
January 4, 1999
(Commencement
of Operations) to
October 31, 1999
...............................................................................
Net Asset Value, beginning of period $9.95
...............................................................................
Income From Operations:
Net investment income 0.384+
Net realized and unrealized loss on investments (0.617)
...............................................................................
Total from operations (0.233)
...............................................................................
Less Distributions From:
Net investment income (0.317)
...............................................................................
Net Asset Value, end of period $9.40
...............................................................................
Total return (2.35)%**
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period (000's omitted) $2,346
Ratio of expenses to average net assets 1.40%*
Ratio of net investment income to average net assets 4.70%*
Portfolio turnover (B) 253%

Note: If agents of the Fund had not voluntarily agreed to waive a portion of
their fees for the periods indicated, the net investment income per share and
the ratios would have been as follows:

Net investment income per share $0.343+
RATIOS:
Expenses to average net assets 1.82%*
Net investment income to average net assets 4.28%*
...............................................................................
* Annualized.
** Not Annualized.
+ The per share amounts were computed using the monthly average of shares
during the period.
(A) Includes the Fund's share of U.S. Fixed Income Portfolio allocated expense.
(B) Portfolio turnover rate represents the rate of portfolio activity of U.S.
Fixed Income Portfolio.

<PAGE>
--------
APPENDIX
--------

Appendix

CLASS A SHARES -- ELIGIBLE PURCHASERS

Class A shares may be purchased without a sales charge by the
following eligible purchasers:

[] tax exempt organizations under Section 501(c)(3-13) of the
Internal Revenue Code

[] trust accounts for which Citibank, N.A or any subsidiary or
affiliate of Citibank acts as trustee and exercises discretionary
investment management authority

[] accounts for which Citibank or any subsidiary or affiliate of
Citibank performs investment advisory services or charges fees
for acting as custodian

[] directors or trustees (and their immediate families), and retired
directors or trustees (and their immediate families), of any
investment company for which Citibank or any subsidiary or
affiliate of Citibank serves as the investment adviser or as a
service agent

[] employees and retired employees of Citibank and its affiliates,
CFBDS, Inc. and its affiliates, any Service Agent and its
affiliates and certain other Fund service providers (including
immediate families of any of the foregoing)

[] investors participating in a fee-based or promotional arrangement
sponsored or advised by Citibank or its affiliates

[] investors participating in a rewards program that offers Fund
shares as an investment option based on an investor's balances in
selected Citigroup Inc. products and services

[] employees of members of the National Association of Securities
Dealers, Inc., provided that such sales are made upon the
assurance of the purchaser that the purchase is made for
investment purposes and that the securities will not be resold
except through redemption or repurchase

[] separate accounts used to fund certain unregistered variable
annuity contracts

[] direct rollovers by plan participants from a 401(k) plan offered
to Citigroup employees

[] shareholder accounts established through a reorganization or
similar form of business combination approved by the Fund's Board
of Trustees or by the Board of Trustees of any other CitiFund or
mutual fund managed or advised by Citibank (all of such funds
being referred to herein as CitiFunds) the terms of which entitle
those shareholders to purchase shares of the Fund or any other
CitiFund at net asset value without a sales charge

[] employee benefit plans qualified under Section 401(k) of the
Internal Revenue Code with accounts outstanding on January 4,
1999

[] employee benefit plans qualified under Section 401 of the
Internal Revenue Code, including salary reduction plans qualified
under Section 401(k) of the Code, subject to minimum requirements
as may be established by CFBDS with respect to the amount of
purchase; currently, the amount invested by the qualified plan in
the Fund or in any combination of CitiFunds must total a minimum
of $1 million (qualified plans investing through certain programs
sponsored by Citibank or its affiliates are not subject to this
minimum)

[] accounts associated with Copeland Retirement Programs

[] investors purchasing $500,000 or more of Class A shares; however,
a contingent deferred sales charge will be imposed on the
investments in the event of certain share redemptions within 12
months following the share purchase, at the rate of 1% of the
lesser of the value of the shares redeemed (not including
reinvested dividends and capital gains distributions) or the
total cost of the shares; the contingent deferred sales charge on
Class A shares will be waived under the same circumstances as the
contingent deferred sales charge on Class B shares will be
waived; in determining whether a contingent deferred sales charge
on Class A shares is payable, and if so, the amount of the
charge:

o it is assumed that shares not subject to the contingent
deferred sales charge are the first redeemed followed by
other shares held for the longest period of time

o all investments made during a calendar month will age one
month on the last day of the month and each subsequent month

o any applicable contingent deferred sales charge will be
deferred upon an exchange of Class A shares for Class A
shares of another CitiFund and deducted from the redemption
proceeds when the exchanged shares are subsequently redeemed
(assuming the contingent deferred sales charge is then
payable)

o the holding period of Class A shares so acquired through an
exchange will be aggregated with the period during which the
original Class A shares were held

[] subject to appropriate documentation, investors where the amount
invested represents redemption proceeds from a mutual fund (other
than a CitiFund), if:

o the redeemed shares were subject to an initial sales charge
or a deferred sales charge (whether or not actually
imposed), and

o the redemption has occurred no more than 60 days prior to
the purchase of Class A shares of the Fund

[] an investor who has a business relationship with an investment
consultant or other registered representative who joined a
broker-dealer which has a sales agreement with CFBDS from another
investment firm within six months prior to the date of purchase
by the investor, if:

o the investor redeems shares of another mutual fund sold
through the investment firm that previously employed that
investment consultant or other registered representative,
and either paid an initial sales charge or was at some time
subject to, but did not actually pay, a deferred sales
charge or redemption fee with respect to the redemption
proceeds

o the redemption is made within 60 days prior to the
investment in the Fund, and

o the net asset value of the shares of the Fund sold to that
investor without a sales charge does not exceed the proceeds
of the redemption
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The Statement of Additional Information (SAI) provides more
details about the Fund and its policies. The SAI is
incorporated by reference into this prospectus and is legally
part of it.

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

The Annual and Semi-Annual Reports for the Fund list its
portfolio holdings and describe performance.

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

The SAI, reports, and other information about the Fund are
also available on the Edgar Database on the SEC Internet site
at http://www.sec.gov. Information about the Fund (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 1-202-942-8090. Copies may also be obtained upon payment of
a duplicating fee by electronic request to [email protected],
or by writing to the SEC's Public Reference Section,
Washington, DC 20549-6009.

SEC File Number: 811-5033 CFP/IIP/300