CITIFUNDS INTERNATIONAL TRUST, 485APOS, 1999-02-16

CITIFUNDS INTERNATIONAL TRUST
485APOS, 1999-02-16

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As filed with the Securities and Exchange Commission on February 16, 1999

File Nos. 33-36556
811-6154

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 20
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 26

CITIFUNDS INTERNATIONAL TRUST*
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

21 MILK STREET, 5TH FLOOR, BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-423-1679

PHILIP W. COOLIDGE, 21 MILK STREET, 5TH FLOOR, BOSTON, MASSACHUSETTS 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPY TO:
ROGER P. JOSEPH, BINGHAM DANA LLP, 150 FEDERAL STREET,
BOSTON, MASSACHUSETTS 02110

It is proposed that this filing will become effective on the 60th day
after the date of filing hereof pursuant to paragraph (a)(1) of Rule 485.

The Premium Portfolios, on behalf of International Equity Portfolio, has
also executed this Registration Statement.

- -------------------------------------------------------------
* This filing relates solely to shares of the Trust's series CitiFunds
International Growth Portfolio.

<PAGE>
Prospectus

CITIFUNDSSM INTERNATIONAL GROWTH PORTFOLIO

Citibank, N.A., investment adviser

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.

__________ __, 1999

<PAGE>

CITIFUNDS INTERNATIONAL GROWTH PORTFOLIO

TABLE OF CONTENTS

Fund at a Glance

Your CitiFunds Account
Choosing a Share Class
How to Buy Shares
How the Price of Your Shares is Calculated
How to Sell Shares
Reinstating Recently Sold Shares
Exchanges
Dividends
Tax Matters

Management of the Fund
Investment Adviser
Advisory Fees

More About the Fund
Principal Investment Strategies
Risks

Financial Highlights

Appendix

<PAGE>

FUND AT A GLANCE

THIS SUMMARY BRIEFLY DESCRIBES INTERNATIONAL GROWTH PORTFOLIO AND THE PRINCIPAL
RISKS OF INVESTING IN IT. PLEASE NOTE THAT THE FUND INVESTS IN SECURITIES
THROUGH AN UNDERLYING MUTUAL FUND. FOR MORE INFORMATION, SEE "MORE ABOUT THE
FUND" ON PAGE _____.

FUND GOAL

The Fund's goal is to provide long-term capital growth. Dividend income, if
any, is incidental to this goal. Of course, there is no assurance that the Fund
will achieve its goal.

MAIN INVESTMENT STRATEGIES

International Growth Portfolio invests primarily in the common stocks of
foreign companies that the Fund's portfolio manager believes have above-average
prospects for growth, including companies in developing countries. In managing
the Fund, Citibank looks for well-established companies with medium to large
capitalizations (typically $750 million or more), superior management teams and
histories of above-average revenues and earnings growth. Citibank seeks
opportunities to invest in foreign economies that Citibank believes are growing
faster than the U.S. economy.

In addition to common stocks, the Fund may also invest in other equity
securities including rights to purchase common stocks as well as securities
having characteristics of common stocks. Generally, the Fund invests in a
number of different countries and, under normal circumstances, the Fund invests
at least 65% of its assets in equity securities of companies in at least three
foreign markets. The Fund may also invest in other foreign securities including
fixed income and convertible securities. The Fund usually invests in equity and
debt securities listed on securities exchanges.

The Fund may, but is not required to, enter into forward currency exchange
contracts for the purchase or sale of foreign currency for hedging purposes. A
currency exchange contract allows the Fund to fix a definite price in dollars
for securities of foreign issuers that the Fund buys and sells.

MAIN RISKS

Like all mutual funds, you may lose money if you invest in this Fund. The
principal risks of investing in the Fund are described below. See page ___ for
more information about risks.

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. 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.

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

<PAGE>

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 EQUITY SECURITIES. Equity securities are subject to market risk that
historically has resulted in greater price volatility than exhibited
by fixed income securities.

o GROWTH SECURITIES. Growth securities typically are quite sensitive to
market movements because their market prices tend to reflect future
expectations. When it appears those expectations will not be met, the
prices of growth securities typically fall. The success of the Fund's
investment strategy depends largely on Citibank's skill in assessing
the growth potential of companies in which the Fund invests. In
addition, the Fund may underperform certain other international stock
funds during periods when growth stocks are out of favor.

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 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. If the credit quality of a security deteriorates
below investment grade, the Fund may continue to hold this security,
commonly known as a junk bond. The prices of lower rated securities,
especially junk bonds, often are more volatile than those of higher
rated securities.

o SPECIAL CHARACTERISTICS OF CONVERTIBLE SECURITIES. Convertible
securities, which are debt securities or preferred stock that may be
converted into common stock, are subject to the market risk of
stocks, and, like debt securities, are also subject to interest rate
risk and the credit risk of their issuers.

o CURRENCY EXCHANGE CONTRACTS. The Fund may use forward foreign
currency exchange contracts to hedge against adverse rate changes.
The Fund's use of forward foreign currency exchange contracts may
prevent the Fund from realizing profits on favorable movements in
exchange rates. The Fund's ability to use currency exchange contracts
successfully depends on a number of factors, including the ability of
the Fund's portfolio manager to accurately predict the direction of
changes in currency exchange rates. If these predictions are wrong,

<PAGE>

the Fund could suffer greater losses than if the Fund had not entered
into the foreign currency exchange contracts.

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 keep in mind that an investment in International Growth Portfolio is
not a complete investment program.

You should consider investing in International Growth Portfolio if:

o You want to direct a portion of your overall investment portfolio to
securities of non-U.S. companies.

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

Don't invest in International Growth Portfolio if:

o You are not prepared to accept the additional risks of international
investing including currency, political, social and economic risks.

o You are not prepared to accept significant fluctuations in share
price.

o You are seeking current income.

o Your investment horizon is shorter term (less than five years).

FUND PERFORMANCE

The following bar chart and table can help you evaluate the risks of investing
in the Fund, and how its returns have varied over time.

o The bar chart shows changes in the Fund's performance from year to year
over the last seven calendar years. 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.

o In both the chart and table, the returns shown for the Fund are for periods
before the creation of share classes on January 4, 1999. All existing Fund
shares were designated Class A shares on that date. 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, but not the bar chart, have been adjusted
to reflect the maximum front-end sales charge currently applicable to the
Class A shares.

<PAGE>

o The Class B shares are newly offered commencing January 4, 1999. Class B
performance would have been lower than that shown for Class A shares,
because of higher fund expenses and the effects of the contingent deferred
sales charge.

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.

<PAGE>

<S> <C> <C> <C> <C>
TOTAL RETURN
(per calendar year - Class A) _____________________________________________________
1992 1993 1994 1995 1996 1997 1998 HIGHEST AND LOWEST RETURNS
For Calendar Quarters Covered by the Bar Chart
[bar chart for calendar years 1992 through _____________________________________________________
1998] Quarter
Ending
1992 -1.45% _____________________________________________________
1993 29.82% Highest _____% ______
1994 -11.46% _____________________________________________________
1995 18.08% Lowest _____% ______
1996 2.59% _____________________________________________________
1997 5.15%
1998 _____ _____________________________________________________
AVERAGE ANNUAL TOTAL RETURNS
As of December 31, 1998
_____________________________________________________
1 Year 5 years Life of Fund
Since
March 1, 1991
_____________________________________________________
Class A _____% _____% _____%
_____________________________________________________
Class B N/A N/A N/A
_____________________________________________________
MSCI EAFE
Index _____% _____% _____%
_____________________________________________________
</TABLE>

<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.

<S> <C> <C>
CLASS A CLASS B
Class descriptions begin on page ___
_______________________________________
SHAREHOLDER FEES (fees paid directly from your investment):

Maximum Sales Charge (Load) Imposed on Purchases 5.00% None
Maximum Deferred Sales Charge (Load) None(1) 5.00%(2)

ANNUAL FUND OPERATING EXPENSES (expenses
that are deducted from Fund assets)(3):
Management Fees 1.00% 1.00%
Distribution (12b-1) Fees 0.15% 1.00%
Other Expenses (includes shareholder servicing
and other expenses) 0.75% 0.65%
TOTAL ANNUAL FUND OPERATING EXPENSES* 1.90% 2.65%
______________________________________________________________________________________________________
*Because some of the Fund's expenses are waived or reimbursed,
total operating expenses are: 1.75% 2.50%

</TABLE>

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

(1) Except for investment of $500,000 or more.

<PAGE>

(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 5.00% 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 an underlying mutual fund, International Equity
Portfolio. This table reflects the expenses of the Fund and International
Equity 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; and

o you then sell all your shares at the end of those periods, if you own
Class A shares.

If you own Class B shares, two numbers are given, one showing your expenses if
you sold all your shares at the end of each time period and one 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.

The example also assumes that:

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

o the Fund's operating expenses shown in the Fund Fees and Expenses
Table remain the same before taking into consideration any fee
waivers or reimbursements.

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

_______________________________________________________________________________
1 YEAR 3 YEARS 5 YEARS 10 YEARS
_______________________________________________________________________________

Class A $____ $____ $____ $____

Class B

Assuming redemption at $____ $____ $____ $____
end of period

Assuming no redemption $____ $____ $____ $____
_______________________________________________________________________________

<PAGE>

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.

<S> <C>
CLASS A AT A GLANCE: CLASS B AT A GLANCE:
o Front-end load--there is an initial sales o No initial sales charge
charge of 5.00% or less
o Lower sales charge rates for larger o The deferred sales charge declines from
investments 5% to 1% over five years, and is
eliminated if you hold your shares for six
years or more
o Annual distribution/service fee of up to o Annual distribution/service fee
0.15%, currently being waived on a of up to 1.00%
voluntary basis
o Lower annual expenses than Class B o Automatic conversion to Class A shares
shares after 8 years

</TABLE>

______________________________________________________________________________
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
professionals who 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 professionals, called
Shareholder Servicing Agents, who sell shares of the Fund receive.
The distributor generally keeps up to approximately 10% of the sales
charge imposed on Class A shares. If a Shareholder Servicing Agent is
not a broker-dealer, the distributor keeps the entire amount of the
sales charge. Shareholder Servicing Agents that sell Class A shares
will also receive the shareholder servicing 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.

<PAGE>

<S> <C> <C> <C>
________________________________________________________________________________
SALES CHARGE SALES CHARGE BROKER/DEALER
AMOUNT OF AS A % OF AS A % OF COMMISSION AS
YOUR INVESTMENT OFFERING YOUR A % OF OFFERING
PRICE INVESTMENT PRICE
________________________________________________________________________________
Less than $25,000 5.00% 5.26% 4.50%
________________________________________________________________________________
$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 3.00% 3.09% 2.70%
________________________________________________________________________________
$250,000 to less than $500,000 2.00% 2.04% 1.80%
________________________________________________________________________________
$500,000 or more none* none* up to 1.00%
________________________________________________________________________________
*A contingent deferred sales charge may apply in certain instances. See
below
</TABLE>

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 you
received through capital appreciation or through 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.

<PAGE>

______________________________________________________________
SALE DURING CDSC ON SHARES BEING SOLD
______________________________________________________________
1st year since purchase 5%
______________________________________________________________
2nd year since purchase 4%
______________________________________________________________
3rd year since purchase 3%
______________________________________________________________
4th year since purchase 2%
______________________________________________________________
5th year since purchase 1%
______________________________________________________________
6th year (or later) since purchase None
______________________________________________________________

o Financial professionals, called Shareholder Servicing Agents, who are
broker-dealers receive a commission of 4.50% of the purchase price of the
Class B shares that they sell, except for sales exempt from the CDSC.
Shareholder Servicing Agents also receive a service fee at an annual rate
equal to 0.25% of the average daily net assets represented by the Class B
shares that they have sold.

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, capital gain distributions and shares representing capital
appreciation.

o To ensure that you pay the lowest CDSC possible, 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.

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

The Fund's distributor may make payments for distribution and/or shareholder
servicing activities out of its past profits and other available sources. The
distributor may also make payments for marketing, promotional or related
expenses to dealers. The amount of these payments are determined by the
distributor and may vary. Citibank may make similar payments under similar
arrangements.

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:

<PAGE>

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 International Growth 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 Shareholder Servicing Agent) that has entered into a
shareholder servicing agreement with the distributor concerning the Fund.
Please specify whether you are purchasing Class A or Class B shares. If you
fail to so 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.

Your Shareholder Servicing Agent will not transmit your purchase order for Fund
shares until it receives the purchase price in federal or other immediately

<PAGE>

available funds. If you pay by check, the Shareholder Servicing Agent transmits
the order when the check clears, usually within two business days.

Your Shareholder Servicing Agent establishes and maintains your account and is
the shareholder of record. If you wish to transfer your account, you may only
transfer it to another financial institution that acts as a Shareholder
Servicing Agent for the Fund.

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 will be calculated as of the 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 your Shareholder Servicing
Agent. If your account application permits, you may also make redemption
requests by calling your Shareholder Servicing Agent. Each Shareholder
Servicing 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. 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 the CDSC on the
shares withdrawn under the Plan. For more information, please contact your
Shareholder Servicing Agent.

<PAGE>

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
business day after you sell your shares but generally within seven days. Your
redemption proceeds may be delayed for up to ten days if your purchase was made
by check. Your redemption proceeds may also be delayed, or your right to
receive redemption proceeds suspended, if the New York Stock Exchange is closed
(other than on weekends or holidays) or trading is restricted, or if an
emergency exists. 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.

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 shares
redeemed, without paying any sales charges. To take advantage of this
reinstatement privilege, you must notify your Shareholder Servicing Agent 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 your Shareholder Servicing Agent. You may
place exchange orders by telephone if your account application permits. Your
Shareholder Servicing 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 relative NAVs of both funds when they are
next 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.

<PAGE>

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 Class A 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 by your Shareholder
Servicing Agent. 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.

DIVIDENDS

The Fund pays substantially all of its net income (if any) from dividends to
its shareholders of record as a dividend semiannually on or about the last day
of June and December.

The Fund's net realized short-term and long-term capital gains, if any, will be
distributed to Fund shareholders at least annually. 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 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.

TAXATION OF FUND. As long as the Fund qualifies for treatment as a regulated
investment company (which it has in the past and intends to do in the future),
it pays no federal income tax on the earnings it distributes to shareholders.
The Fund may pay taxes to non-U.S. governments in connection with its foreign
investments. To the extent the Fund does pay foreign taxes, for federal income
tax purposes shareholders may be able to claim an itemized deduction, or a tax
credit, for their portion of such taxes after recognizing a deemed distribution
equal to their portion of such taxes.

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

<PAGE>

paid the previous December. The IRS Form 1099 that is mailed to you every
January details 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 that are made to persons who are not citizens or residents
of the United States. Fund distributions received by non-U.S. persons also may
be subject to tax under the laws of their own jurisdictions.

TAXABILITY OF TRANSACTIONS. Anytime 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. If you purchased Class A shares and held your shares in the
Fund only a short time, your gain or loss could also be affected by whether you
reinvest the proceeds you receive in shares of the Fund or another regulated
investment company, without having to pay a sales charge that would otherwise
be due because you paid a sales charge on the shares of the Fund you sold. You
are responsible for any tax liabilities generated by your transaction.

MANAGEMENT OF THE FUND

INVESTMENT ADVISER

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

Citibank and its affiliates may have banking and investment banking
relationships with the issuers of securities that are held in the Fund.
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.

<PAGE>

Matthew Bowyer, a Vice President of Citibank, has managed the Fund since
February 1999. Mr. Bowyer is a Senior Portfolio Manager and Cross Border Equity
Strategist who has been responsible for managing global equity and balanced
portfolios at Citibank since mid 1996. Prior to that he ran a quantitative
research group, providing portfolio and market analysis to Citibank's equity
and fixed income teams in London. Prior to joining Citibank in 1985, Mr. Bowyer
was a senior analyst with National Economic Research Associates, a consulting
firm.

ADVISORY FEES

For the investment advisory services Citibank provided to the Fund and its
underlying mutual fund during the fiscal year ended December 31, 1998, Citibank
received a total of 1.00% of the Fund's average daily net assets.

MORE ABOUT THE FUND

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

PRINCIPAL INVESTMENT STRATEGIES

The Fund's principal investment strategies are the strategies that, in the
opinion of Citibank, are most likely to achieve the Fund's investment goal. Of
course, there can be no assurance that the Fund will achieve its goal. Please
note that the Fund may also use strategies and invest in securities that are
not described below but that are described in the Statement of Additional
Information. Of course, the Fund's portfolio manager may decide, as a matter of
investment strategy, not to use the investments and investment techniques
described below and in the Statement of Additional Information at any
particular time. The Fund's goal and strategies may be changed without
shareholder approval.

In addition to common stocks, the Fund invests in other equity securities
including rights to purchase common stocks as well as securities with common
stock characteristics, such as securities convertible into common stock, trust
or limited partnership interests, and depositary receipts (receipts which
represent the right to receive the securities of foreign issuers deposited in a
U.S. bank or a foreign bank). Generally, the Fund invests in a number of
different countries and under normal circumstances, the Fund invests at least
65% of its assets in equity securities of companies in at least three foreign
markets. The Fund may invest in preferred stock or warrants, and also, to a
limited extent, purchase shares in other investment companies, including closed
end investment companies that invest in foreign securities.

The Fund may also buy debt securities of foreign issuers. Long-term debt
securities must be investment grade at the time of purchase, meaning they are

<PAGE>

rated at least Baa by Moody's or BBB by Standard & Poor's or, if unrated, of
comparable quality in the portfolio manager's opinion. After the Fund buys a
bond, it may be given a lower rating or stop being rated. This would not
require the Fund to sell the security, but the portfolio manager will consider
the change in rating in deciding whether to keep the security.

______________________________________________________________________________
WHAT ARE EQUITY SECURITIES?

EQUITY SECURITIES generally represent an ownership interest (or a right to
acquire an ownership interest) in an issuer, and include COMMON STOCKS,
SECURITIES CONVERTIBLE INTO COMMON STOCKS, PREFERRED STOCKS, WARRANTS for the
purchase of stock and DEPOSITARY RECEIPTS (receipts which represent the right
to receive the securities of non-U.S. issuers deposited in a U.S. or
correspondent bank). While equity securities historically have been more
volatile than fixed income securities, they historically have produced higher
levels of total return.
______________________________________________________________________________

The Fund generally invests in securities that are sold on securities exchanges,
although it may also purchase securities which are not registered for sale to
the general public, or, to a limited extent, securities that are not readily
marketable.

The Fund may hold cash pending investment, and may invest in money market
instruments, repurchase agreements and reverse repurchase agreements for cash
management purposes. The Fund may also lend its portfolio securities or sell
its securities short, as long as, in the case of a short sale, the Fund owns,
or has the right to obtain, the securities being sold short.

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 goal.

INVESTMENT STRUCTURE. The Fund does not invest directly in securities but
instead invests through an underlying mutual fund, International Equity
Portfolio, having the same investment goals and strategies as the Fund.
International Equity Portfolio buys, holds and sells securities in accordance
with these goals and strategies. 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 selecting
securities to purchase and to sell. Citibank's portfolio manager seeks to add
value primarily through selection of companies believed to be reasonably valued
compared to their long-term earnings potential. The Fund's manager uses
fundamental analysis to find companies that it believes have growth potential,
and looks first at a particular company and then at the country in which the
company is located and the industry in which the company participates. The
manager eliminates stocks that he believes are overpriced relative to a
company's financial statements and projections. The manager then analyzes each
company to find those with good management, solid product lines, strong
competitive positioning and attractive cash flows. The portfolio manager uses

<PAGE>

this same approach when deciding when to sell securities and which securities
to sell. For information about the portfolio manager, see "Investment Adviser"
on page ___.

The Fund is actively managed. Although the portfolio manager attempts 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 or its affiliates exercise 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. More
information about risks appears in the Fund's Statement of Additional
Information. Remember that you may receive little or no return on your
investment in the Fund. 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. 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.

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.

<PAGE>

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.

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.
These markets often have provided higher rates of return, and
greater risks, to investors.

EQUITY SECURITIES. Equity securities are subject to market risk that
historically has resulted in greater price volatility than exhibited by fixed
income securities.

GROWTH SECURITIES. Growth securities typically are quite sensitive to market
movements because their market prices tend to reflect future expectations. When
it appears those expectations will not be met, the prices of growth securities
typically fall. The success of the Fund's investment strategy depends largely
on Citibank's skill in assessing the growth potential of companies in which the
Fund invests. In addition, the Fund may underperform certain other
international stock funds during periods when growth stocks are out of favor.

INTEREST RATE RISK. In general, the prices of debt securities rise when
interest rates fall, and fall when interest rates rise. Longer term obligations

<PAGE>

are usually more sensitive to interest rate changes. A change in interest rates
could cause the Fund's share price to go down.

CREDIT RISK. The Fund invests in investment grade debt securities. It is
possible that some issuers will 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.
If the credit quality of a security deteriorates below investment grade, the
Fund may continue to hold this security, commonly known as a junk bond. The
prices of lower rated securities, especially junk bonds, often are more
volatile than those of higher rated securities. 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.

SPECIAL CHARACTERISTICS OF CONVERTIBLE SECURITIES. Convertible securities,
which are debt securities or preferred stock that may be converted into common
stock, are subject to the market risk of stocks, and, like debt securities, are
also subject to interest rate risk and the credit risk of their issuers. Call
provisions may allow the issuer to repay the debt before it matures.

CURRENCY EXCHANGE CONTRACTS. The Fund may use forward foreign currency exchange
contracts to hedge against adverse rate changes. The Fund's use of forward
foreign currency exchange contracts may prevent the Fund from realizing profits
on favorable movements in exchange rates. The Fund's ability to use currency
exchange contracts successfully depends on a number of factors, including the
ability of the Fund's portfolio manager to accurately predict the direction of
changes in currency exchange rates. If these predictions are wrong, the Fund
could suffer greater losses than if the Fund had not entered into the foreign
currency exchange contracts.

EURO CONVERSION. The Fund may invest in securities of issuers in European
countries. Certain European countries have joined the European Economic and
Monetary Union (EMU). Each EMU participant's currency began a conversion into a
single European currency, called the euro, on January 1, 1999, to be completed
by July 1, 2002. The consequences of the euro conversion for foreign exchange
rates, interest rates and the value of European securities held by the Fund are
presently unclear. European financial markets, and, therefore, the Fund, could
be adversely affected if the euro conversion does not continue as planned or if
a participating country chooses to withdraw from the EMU. The Fund could also
be adversely affected if the computing, accounting and trading systems used by
its service providers are not capable of processing transactions related to the
euro. These issues may negatively affect the operations of the companies in
which the Fund invests as well.

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

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal periods indicated. Certain information
reflects financial results for a single Class A 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 investment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers
LLP, independent accountants for the Fund, 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.

<PAGE>

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 or
shareholder servicing agent

[ ] employees of Citibank and its affiliates, CFBDS, Inc. and its
affiliates or any Shareholder Servicing Agent and its affiliates
(including immediate families of any of the foregoing), and retired
employees of Citibank and its affiliates or CFBDS and its affiliates
(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

<PAGE>

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

[ ] 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:
+ 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
+ all investments made during a calendar month will age one month
on the last day of the month and each subsequent month
+ 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)
+ 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

[ ] 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:
+ 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
+ the redemption is made within 60 days prior to the investment in
the Fund, and
+ 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

<PAGE>

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 its 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 is also available from the Securities and Exchange Commission. You can
find it on the SEC Internet site at http://www.sec.gov. Information about the
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 1-800-SEC-0330. You can receive
copies of this information by sending your request and a duplicating fee to the
SEC's Public Reference Section, Washington, DC 20549-6009.

SEC file number: 811-6154

<PAGE>
Statement of
Additional Information
__________ __, 1999

CITIFUNDS INTERNATIONAL GROWTH PORTFOLIO
CitiFunds International Growth Portfolio (the "Fund") is a series of
CitiFunds International Trust (the "Trust"). The address and telephone number
of the Trust are 21 Milk Street, Boston, MA 02109, (617) 423-1679. The Trust
invests all of the investable assets of the Fund in International Equity
Portfolio (the "Portfolio"), which is a series of The Premium Portfolios, a
trust organized under the laws of the State of New York (the "Portfolio
Trust"). The address of the Portfolio Trust is Elizabethan Square, George Town,
Grand Cayman, British West Indies.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, CITIBANK, N.A. OR ANY OF ITS AFFILIATES, ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY, AND INVOLVE INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
<TABLE>
<CAPTION>
<S> <C>
TABLE OF CONTENTS PAGE
1. The Trust...............................................................................
2. Investment Objective and Policies; Special Information Concerning Investment Structure..
3. Description of Permitted Investments and Investment Practices...........................
4. Investment Restrictions.................................................................
5. Performance Information.................................................................
6. Determination of Net Asset Value; Valuation of Securities...............................
7. Additional Information on the Purchase and Sale of Fund Shares and Shareholder Programs.
8. Management..............................................................................
9. Portfolio Transactions..................................................................
10. Description of Shares, Voting Rights and Liabilities....................................
11. Certain Additional Tax Matters..........................................................
12. Certain Bank Regulatory Matters.........................................................
13. Financial Statements....................................................................
</TABLE>

This Statement of Additional Information sets forth information which may
be of interest to investors but which is not necessarily included in the Fund's
Prospectus, dated _________ __, 1999, by which shares of the Fund are offered.
This Statement of Additional Information should be read in conjunction with the
Prospectus. This Statement of Additional Information incorporates by reference
the financial statements described on page ___ hereof. These financial
statements can be found in the Fund's Annual Report to Shareholders. An
investor may obtain copies of the Fund's Prospectus and Annual Report without
charge by calling toll-free 1-800-625-4554.

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

<PAGE>

1. THE TRUST

CitiFunds International Trust is an open-end management investment company
that was organized as a business trust under the laws of the Commonwealth of
Massachusetts on August 7, 1990. The Trust was called Landmark International
Equity Fund until its name was changed to Landmark International Funds
effective May 5, 1995. Effective January 7, 1998, the Trust's name was changed
to CitiFunds International Trust. This Statement of Additional Information
describes CitiFunds International Growth Portfolio (the "Fund"), which is a
series of the Trust. Prior to October 5, 1998, the Fund was called CitiFunds
International Equity Portfolio, and prior to March 2, 1998 the Fund was called
Landmark International Equity Fund. References in this Statement of Additional
Information to the "Prospectus" of the Fund are to the Prospectus, dated
_________ __, 1999.

The Fund is a diversified fund. The Fund is permitted to seek its
investment objectives by investing all or a portion of its assets in one or
more investment companies to the extent not prohibited by the Investment
Company Act of 1940, as amended ("the 1940 Act"), the rules and regulations
thereunder, and exemptive orders granted under the 1940 Act. Currently, the
Fund invests all of its investable assets in International Equity Portfolio
(the "Portfolio"). The Portfolio is a series of The Premium Portfolios (the
"Portfolio Trust") and is an open-end, diversified management investment
company. The Portfolio has the same investment objectives and policies as the
Fund.

Under the 1940 Act, a diversified management investment company must
invest at least 75% of its assets in cash and cash items, U.S. Government
securities, investment company securities and other securities limited as to
any one issuer to not more than 5% of the total assets of the investment
company and not more than 10% of the voting securities of the issuer.

Because the Fund invests through the Portfolio, all references in this
Statement of Additional Information to the Fund include the Portfolio, except
as otherwise noted. In addition, references to the Trust include the Portfolio
Trust, except as otherwise noted.

Citibank, N.A. ("Citibank" or the "Adviser") is investment adviser to the
Portfolio. The Adviser manages the investments of the Portfolio from day to day
in accordance with the Portfolio's investment objectives and policies. The
selection of investments for the Portfolio and the way it is managed depend on
the conditions and trends in the economy and the financial marketplaces.

CFBDS, Inc. ("CFBDS"), the administrator of the Fund (the
"Administrator"), and Signature Financial Group (Cayman) Ltd. ("SFG"), the
administrator of the Portfolio (the "Portfolio Administrator"), supervise the
overall administration of the Fund and the Portfolio, respectively. The Boards
of Trustees of the Trust and the Portfolio Trust provide broad supervision over
the affairs of the Fund and the Portfolio, respectively. Shares of the Fund are
continuously sold by CFBDS, the Fund's distributor (the "Distributor"), only to
investors who are customers of a financial institution, such as a federal or
state-chartered bank, trust company, savings and loan association or savings
bank, or a securities broker, that has entered into a shareholder servicing
agreement with the Trust (collectively, "Shareholder Servicing Agents").

2. INVESTMENT OBJECTIVE AND POLICIES;
SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE

The investment objective of the Fund is to promote long-term capital
growth. Dividend income, if any, is incidental to this investment objective.

The investment objective of the Fund may be changed without approval by
the Fund's shareholders, but shareholders will be given written notice at least

<PAGE>

30 days before any change is implemented. Of course, there can be no assurance
that the Fund will achieve its investment objective.

As noted above, the Fund does not invest directly in securities, but
instead invests all of its investable assets in the Portfolio, which has the
same investment objective and policies as the Fund. The Portfolio, in turn,
buys, holds and sells securities in accordance with this objective and these
policies. Of course, there can be no assurance that the Fund or the Portfolio
will achieve its objective. The Trustees of the Fund believe that the aggregate
per share expenses of the Fund and the Portfolio will be less than or
approximately equal to the expenses that the Fund would incur if the assets of
the Fund were invested directly in the types of securities held by the
Portfolio.

The Trust may withdraw the investment of the Fund from the Portfolio at
any time if the Board of Trustees of the Trust determines that it is in the
best interests of the Fund to do so. Upon any such withdrawal, the Fund's
assets would continue to be invested in accordance with the investment
objective and policies described herein, either directly in securities or in
another mutual fund or pooled investment vehicle having the same investment
objective and policies. If the Fund were to withdraw, the Fund could receive
securities from the Portfolio instead of cash, causing the Fund to incur
brokerage, tax and other charges or leaving it with securities which may or may
not be readily marketable or widely diversified.

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

Certain investment restrictions of the Portfolio described below under
"Investment Restrictions" are fundamental and cannot be changed without
approval by the investors in the Portfolio. When the Fund is asked to vote on
certain matters concerning the Portfolio, the Fund will either hold a
shareholder meeting and vote in accordance with shareholder instructions or
otherwise vote in accordance with applicable rules and regulations. Of course,
the Fund could be outvoted, or otherwise adversely affected by other investors
in the Portfolio.

The Portfolio may sell interests to investors in addition to the Fund.
These investors may be mutual funds which offer shares to their shareholders
with different costs and expenses than the Fund. Therefore, the investment
return for all investors in funds investing in the Portfolio may not be the
same. These differences in returns are also present in other mutual fund
structures. Information about other holders of interests in the Portfolio is
available from the Fund's distributor, CFBDS.

3. DESCRIPTION OF PERMITTED INVESTMENTS AND INVESTMENT PRACTICES

The Fund may, but need not, invest in all of the investments and utilize
any or all of the investment techniques described in the Prospectus and herein.
The selection of investments and the utilization of investment techniques
depend on, among other things, the Investment Adviser's investment strategies
for the Fund, conditions and trends in the economy and financial markets and
investments being available on terms that, in the Investment Adviser's opinion,
make economic sense.

The Prospectus contains a discussion of the principal investment
strategies of the Fund and the principal risks of investing in the Fund. The
following supplements the information contained in the Prospectus concerning
the investment policies and techniques of the Fund. The policies described
herein are not fundamental and may be changed without shareholder approval.

<PAGE>

As a non-fundamental policy, at least 65% of the value of the Fund's total
assets will be invested in equity securities of issuers organized in at least
three countries other than the United States. While the Fund's policy is to
invest primarily in common stocks of companies organized outside the United
States ("non-U.S. issuers") believed to possess better than average prospects
for growth, appreciation may be sought in other types of securities,
principally of non-U.S. issuers, such as fixed income securities, convertible
and non-convertible bonds, preferred stocks and warrants, when relative values
make such purchases appear attractive either as individual issues or as types
of securities in certain economic environments. There is no formula as to the
percentage of assets that may be invested in any one type of security.

REPURCHASE AGREEMENTS
The Fund may invest in repurchase agreements collateralized by securities
in which the Fund may otherwise invest. Repurchase agreements are agreements by
which the Fund purchases a security and simultaneously commits to resell that
security to the seller (which is usually a member bank of the U.S. Federal
Reserve System or a member firm of the New York Stock Exchange (or a subsidiary
thereof)) at an agreed-upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed-upon market rate of interest which is unrelated to the coupon
rate or maturity of the purchased security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is in
effect secured by the value of the underlying security, usually U.S. Government
or Government agency issues. Under the 1940 Act, repurchase agreements may be
considered to be loans by the buyer. The Fund's risk is limited to the ability
of the seller to pay the agreed-upon amount on the delivery date. If the seller
defaults, the underlying security constitutes collateral for the seller's
obligation to pay although the Fund may incur certain costs in liquidating this
collateral and in certain cases may not be permitted to liquidate this
collateral. All repurchase agreements entered into by the Fund are fully
collateralized, with such collateral being marked to market daily.

REVERSE REPURCHASE AGREEMENTS
The Fund may enter into reverse repurchase agreements. Reverse repurchase
agreements involve the sale of securities held by the Fund and the agreement by
the Fund to repurchase the securities at an agreed-upon price, date and
interest payment. When the Fund enters into reverse repurchase transactions,
securities of a dollar amount equal in value to the securities subject to the
agreement will be segregated. The segregation of assets could impair the Fund's
ability to meet its current obligations or impede investment management if a
large portion of the Fund's assets are involved. Reverse repurchase agreements
are considered to be a form of borrowing. In the event of the bankruptcy of the
other party to a reverse repurchase agreement, the Fund could experience delays
in recovering the securities sold. To the extent that, in the meantime, the
value of the securities sold has increased, the Fund could experience a loss.

RULE 144A SECURITIES
Consistent with applicable investment restrictions, the Fund may purchase
securities that are not registered ("restricted securities") under the
Securities Act of 1933 (the "Securities Act"), but can be offered and sold to
"qualified institutional buyers" under Rule 144A under the Securities Act.
However, the Fund will not invest more than 15% of its net assets (taken at
market value) in illiquid investments, which include securities for which there
is no readily available market, securities subject to contractual restrictions
on resale and restricted securities, unless, in the case of restricted
securities, the Board of Trustees determines, based on the trading markets for
the specific restricted security, that it is liquid. The Trustees have adopted
guidelines and, subject to oversight by the Trustees, have delegated to the
Adviser the daily function of determining and monitoring liquidity of
restricted securities. The Trustees, however, retain oversight and are
ultimately responsible for the determinations.

<PAGE>

PRIVATE PLACEMENTS AND ILLIQUID INVESTMENTS
The Fund may invest up to 15% of its net assets in securities for which
there is no readily available market. These illiquid securities may include
privately placed restricted securities for which no institutional market
exists. The absence of a trading market can make it difficult to ascertain a
market value for illiquid investments. Disposing of illiquid investments may
involve time-consuming negotiation and legal expenses, and it may be difficult
or impossible for the Fund to sell them promptly at an acceptable price.

CONVERTIBLE SECURITIES
The Fund may invest in convertible securities. A convertible security is a
fixed-income security (a bond or preferred stock) which may be converted at a
stated price within a specified period of time into a certain quantity of
common stock or other equity securities of the same or a different issuer.
Convertible securities rank senior to common stock in a corporation's capital
structure but are usually subordinated to similar non-convertible securities.
While providing a fixed-income stream (generally higher in yield than the
income derivable from common stock but lower than that afforded by a similar
non-convertible security), a convertible security also affords an investor the
opportunity, through its conversion feature, to participate in the capital
appreciation attendant upon a market price advance in the convertible
security's underlying common stock.

In general, the market value of a convertible security is at least the
higher of its "investment value" (i.e., its value as a fixed-income security)
or its "conversion value" (i.e., its value upon conversion into its underlying
stock). As a fixed-income security, a convertible security tends to increase in
market value when interest rates decline and tends to decrease in value when
interest rates rise. However, the price of a convertible security is also
influenced by the market value of the security's underlying common stock. The
price of a convertible security tends to increase as the market value of the
underlying stock rises, whereas it tends to decrease as the market value of the
underlying stock declines. While no securities investment is without some risk,
investments in convertible securities generally entail less risk than
investments in the common stock of the same issuer.

SECURITIES OF NON-U.S. ISSUERS
The Fund may invest in securities of non-U.S. issuers. Investing in
securities of foreign issuers may involve significant risks not present in
domestic investments. For example, the value of such securities fluctuates
based on the relative strength of the U.S. dollar. In addition, there is
generally less publicly available information about foreign issuers,
particularly those not subject to the disclosure and reporting requirements of
the U.S. securities laws. Non-U.S. issuers are generally not bound by uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to domestic issuers. Investments in securities of non-U.S. issuers
also involve the risk of possible adverse changes in investment or exchange
control regulations, expropriation or confiscatory taxation, limitations on the
removal of funds or other assets of the Fund, political or financial
instability or diplomatic and other developments which would affect such
investments. Further, economies of other countries or areas of the world may
differ favorably or unfavorably from the economy of the U.S.

It is anticipated that in most cases the best available market for
securities of non-U.S. issuers would be on exchanges or in over-the-counter
markets located outside the U.S. Non-U.S. securities markets, while growing in
volume and sophistication, are generally not as developed as those in the U.S.,
and securities of some non-U.S. issuers (particularly those located in
developing countries) may be less liquid and more volatile than securities of
comparable U.S. companies. Prices at which the Fund may acquire securities may

<PAGE>

be affected by trading by persons with material non-public information and by
securities transactions by brokers in anticipation of transactions by the Fund.
Non-U.S. security trading practices, including those involving securities
settlement where the Fund's assets may be released prior to receipt of
payments, may expose the Fund to increased risk in the event of a failed trade
or the insolvency of a non-U.S. broker-dealer. In addition, foreign brokerage
commissions are generally higher than commissions on securities traded in the
U.S. and may be non-negotiable. In general, there is less overall governmental
supervision and regulation of non-U.S. securities exchanges, brokers and listed
companies than in the U.S.

The Fund may invest in issuers located in developing countries, which are
generally defined as countries in the initial stages of their industrialization
cycles with lower per capita income. All of the risks of investing in non-U.S.
securities are heightened by investing in issuers in developing countries.
Shareholders should be aware that investing in the equity and fixed income
markets of developing countries involves exposure to economic structures that
are generally less diverse and mature, and to political systems which can be
expected to have less stability, than those of developed countries. Historical
experience indicates that the markets of developing countries have been more
volatile than the markets of developed countries with more mature economies;
such markets often have provided higher rates of return, and greater risks, to
investors. These heightened risks include (i) greater risks of expropriation,
confiscatory taxation and nationalization, and less social, political and
economic stability; (ii) the small current size of markets for securities of
issuers based in developing countries and the currently low or non-existent
volume of trading, resulting in a lack of liquidity and in price volatility;
(iii) certain national policies which may restrict the Fund's investment
opportunities including restrictions on investing in issuers or industries
deemed sensitive to relevant national interests; and (iv) the absence of
developed legal structures. Such characteristics can be expected to continue in
the future.

The costs attributable to non-U.S. investing, such as the costs of
maintaining custody of securities in non-U.S. countries, frequently are higher
than those involved in U.S. investing. As a result, the operating expense ratio
of the Fund may be higher than that of investment companies investing
exclusively in U.S. securities.

Subject to applicable statutory and regulatory limitations, assets of the
Fund may be invested in shares of other investment companies. The Fund may
invest up to 5% of its assets in closed-end investment companies which
primarily hold securities of non-U.S. issuers. Investments in closed-end
investment companies which primarily hold securities of non-U.S. issuers may
entail the risk that the market value of such investments may be substantially
less than their net asset value and that there would be duplication of
investment management and other fees and expenses.

American Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs"), Global Depositary Receipts ("GDRs") and other forms of depositary
receipts for securities of non-U.S. issuers provide an alternative method for
the Fund to make non-U.S. investments. These securities are not usually
denominated in the same currency as the securities into which they may be
converted. Generally, ADRs, in registered form, are designed for use in U.S.
securities markets and EDRs and GDRs, in bearer form, are designed for use in
European and global securities markets. ADRs are receipts typically issued by a
U.S. bank or trust company evidencing ownership of the underlying securities.
EDRs and GDRs are European and global receipts, respectively, evidencing a
similar arrangement. ADRs, EDRs and GDRs are subject to many of the same risks
that apply to other investments in non-U.S. securities.

ADRs, EDRs, and GDRs may be issued pursuant to sponsored or unsponsored
programs. In sponsored programs, an issuer has made arrangements to have its
securities traded in the form of depositary receipts. In unsponsored programs,
the issuer may not be directly involved in the creation of the program.
Although regulatory requirements with respect to sponsored and unsponsored
programs are generally similar, in some cases it may be easier to obtain

<PAGE>

financial information from an issuer that has participated in the creation of a
sponsored program. Accordingly, there may be less information available
regarding issuers of securities underlying unsponsored programs and there may
not be a correlation between such information and the market value of the
depositary receipts.

The Fund may invest in securities of non-U.S. issuers that impose
restrictions on transfer within the U.S. or to U.S. persons. Although
securities subject to such transfer restrictions may be marketable abroad, they
may be less liquid than securities of non-U.S. issuers of the same class that
are not subject to such restrictions.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS
Because the Fund may buy and sell securities denominated in currencies
other than the U.S. dollar, and receive interest, dividends and sale proceeds
in currencies other than the U.S. dollar, the Fund may enter into currency
exchange transactions to convert U.S. currency to foreign currency and foreign
currency to U.S. currency, as well as convert foreign currency to other foreign
currencies. The Fund either enters into these transactions on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange
market, or uses forward contracts to purchase or sell foreign currencies. The
Fund may also enter into foreign currency hedging transactions in an attempt to
protect the value of the assets of the Fund as measured in U.S. dollars from
unfavorable changes in currency exchange rates and control regulations.
(Although the Fund's assets are valued daily in terms of U.S. dollars, the
Trust does not intend to convert the Fund's holdings of other currencies into
U.S. dollars on a daily basis.) The Fund does not currently intend to speculate
in currency exchange rates or forward contracts.

The Fund may convert currency on a spot basis from time to time, and
investors should be aware of the costs of currency conversion. Although
currency exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference (the "spread") between the prices at which they
are buying and selling various currencies. Thus, a dealer may offer to sell a
currency at one rate, while offering a lesser rate of exchange should the Fund
desire to resell that currency to the dealer.

A forward contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract, agreed upon by the parties, at a price set at the time of the
contract. These contracts are traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers.
Because these contracts are traded in the interbank market and not on organized
commodities or securities exchanges, these contracts operate in a manner
distinct from exchange-traded instruments, and their use involves certain
risks. A forward contract generally has no deposit requirement, and no fees or
commissions are charged at any stage for trades.

When the Fund enters into a contract for the purchase or sale of a
security denominated in a non-U.S. currency, it may desire to "lock in" the
U.S. dollar price of the security. By entering into a forward contract for the
purchase or sale, for a fixed amount of U.S. dollars, of the amount of non-U.S.
currency involved in the underlying security transaction, the Fund may be able
to protect against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the non-U.S. currency during the
period between the date the security is purchased or sold and the date on which
payment is made or received.

When the Adviser believes that the currency of a particular country may
suffer a substantial decline against the U.S. dollar, the Fund may enter into a
forward contract to sell, for a fixed amount of U.S. dollars, the amount of
non-U.S. currency approximating the value of some or all of the Fund's
securities denominated in such non-U.S. currency. The precise matching of the
forward contract amounts and the value of the securities involved is not

<PAGE>

generally possible since the future value of such securities in non-U.S.
currencies changes as a consequence of market movements in the value of those
securities between the date the forward contract is entered into and the date
it matures. The projection of a short-term hedging strategy is highly
uncertain. The Fund generally does not enter into such forward contracts or
maintain a net exposure to such contracts where the consummation of the
contracts obligates the Fund to deliver an amount of non-U.S. currency in
excess of the value of the Fund's securities or other assets denominated in
that currency. Under normal circumstances, consideration of the prospect for
currency parities will be incorporated in the investment decisions made with
regard to overall diversification strategies. However, the Fund believes that
it is important to have the flexibility to enter into such forward contracts
when it determines that its best interests will be served.

The Fund generally would not enter into a forward contract with a term
greater than one year. At the maturity of a forward contract, the Fund will
either sell the security and make delivery of the non-U.S. currency, or retain
the security and terminate its contractual obligation to deliver the non-U.S.
currency by purchasing an "offsetting" contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of the
non-U.S. currency. If the Fund retains the security and engages in an
offsetting transaction, the Fund will incur a gain or a loss (as described
below) to the extent that there has been movement in forward contract prices.
If the Fund engages in an offsetting transaction, it may subsequently enter
into a new forward contract to sell the non-U.S. currency. Should forward
prices decline during the period between the date the Fund enters into a
forward contract for the sale of the non-U.S. currency and the date it enters
into an offsetting contract for the purchase of such currency, the Portfolio
will realize a gain to the extent the selling price of the currency exceeds the
purchase price of the currency. Should forward prices increase, the Fund will
suffer a loss to the extent that the purchase price of the currency exceeds the
selling price of the currency.

It is impossible to forecast with precision the market value of Fund
securities at the expiration of the contract. Accordingly, it may be necessary
for the Fund to purchase additional non-U.S. currency on the spot market if the
market value of the security is less than the amount of non-U.S. currency the
Fund is obligated to deliver and if a decision is made to sell the security and
make delivery of such currency. Conversely, it may be necessary to sell on the
spot market some of the non-U.S. currency received upon the sale of the
security if its market value exceeds the amount of such currency the Fund is
obligated to deliver.

The Fund may also purchase put options on a non-U.S. currency in order to
protect against currency rate fluctuations. If the Fund purchases a put option
on a non-U.S. currency and the value of the non-U.S. currency declines, the
Fund will have the right to sell the non-U.S. currency for a fixed amount in
U.S. dollars and will thereby offset, in whole or in part, the adverse effect
on the Fund which otherwise would have resulted. Conversely, where a rise in
the U.S. dollar value of another currency is projected, and where the Fund
anticipates investing in securities traded in such currency, the Fund may
purchase call options on the non-U.S. currency.

The purchase of such options could offset, at least partially, the effects
of adverse movements in exchange rates. However, the benefit to the Fund from
purchases of foreign currency options will be reduced by the amount of the
premium and related transaction costs. In addition, where currency exchange
rates do not move in the direction or to the extent anticipated, the Fund could
sustain losses on transactions in foreign currency options which would require
it to forego a portion or all of the benefits of advantageous changes in such
rates.

The Fund may write options on non-U.S. currencies for hedging purposes or
otherwise to achieve its investment objective. For example, where the Fund
anticipates a decline in the value of the U.S. dollar value of a foreign
security due to adverse fluctuations in exchange rates it could, instead of

<PAGE>

purchasing a put option, write a call option on the relevant currency. If the
expected decline occurs, the option will most likely not be exercised, and the
diminution in value of the security held by the Fund may be offset by the
amount of the premium received.

Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the cost of a foreign security to be acquired because
of an increase in the U.S. dollar value of the currency in which the underlying
security is primarily traded, the Fund could write a put option on the relevant
currency which, if rates move in the manner projected, will expire unexercised
and allow the Fund to hedge such increased cost up to the amount of the
premium. However, the writing of a currency option will constitute only a
partial hedge up to the amount of the premium, and only if rates move in the
expected direction. If this does not occur, the option may be exercised and the
Fund would be required to purchase or sell the underlying currency at a loss
which may not be offset by the amount of the premium. Through the writing of
options on currencies, the Fund also may be required to forego all or a portion
of the benefits which might otherwise have been obtained from favorable
movements in exchange rates.

Put and call options on non-U.S. currencies written by the Fund will be
covered by segregation of cash and liquid securities in an amount sufficient to
discharge the Fund's obligations with respect to the option, by acquisition of
the non-U.S. currency or of a right to acquire such currency (in the case of a
call option) or the acquisition of a right to dispose of the currency (in the
case of a put option), or in such other manner as may be in accordance with the
requirements of any exchange on which, or the counterparty with which, the
option is traded and applicable laws and regulations.

Investing in ADRs and other depositary receipts presents many of the same
risks regarding currency exchange rates as investing directly in securities
denominated in currencies other than the U.S. dollar. Because the securities
underlying these receipts are traded primarily in non-U.S. currencies, changes
in currency exchange rates will affect the value of these receipts. For
example, a decline in the U.S. dollar value of another currency in which
securities are primarily traded will reduce the U.S. dollar value of such
securities, even if their value in the other non-U.S. currency remains
constant, and thus will reduce the value of the receipts covering such
securities. The Fund may employ any of the above described foreign currency
hedging techniques to protect the value of its assets invested in depositary
receipts.

Of course, the Fund is not required to enter into the transactions
described above and does not do so unless deemed appropriate by the Adviser. It
should be realized that under certain circumstances, hedging arrangements to
protect the value of the Fund's securities against a decline in currency values
may not be available to the Fund on terms that make economic sense (they may be
too costly). It should also be realized that these methods of protecting the
value of the Fund's securities against a decline in the value of a currency do
not eliminate fluctuations in the underlying prices of the securities.
Additionally, although such contracts tend to minimize the risk of loss due to
a decline in the value of the hedged currency, they also tend to limit any
potential gain which might result should the value of such currency increase.

The Fund has established procedures consistent with policies of the
Securities and Exchange Commission (the "SEC") concerning forward contracts.
Those policies currently require that an amount of the Fund's assets equal to
the amount of the purchase be held aside or segregated to be used to pay for
the commitment. Therefore, the Fund expects always to have cash or liquid
securities available sufficient to cover any commitments under these contracts.

SHORT SALES "AGAINST THE BOX"
In a short sale, the Fund sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. The
Fund, in accordance with applicable investment restrictions, may engage in

<PAGE>

short sales only if at the time of the short sale it owns or has the right to
obtain, at no additional cost, an equal amount of the security being sold
short. This investment technique is known as a short sale "against the box."

In a short sale, the seller does not immediately deliver the securities
sold and is said to have a short position in those securities until delivery
occurs. If the Fund engages in a short sale, the collateral for the short
position is maintained for the Fund by the custodian or qualified
sub-custodian. While the short sale is open, an amount of securities equal in
kind and amount to the securities sold short or securities convertible into or
exchangeable for such equivalent securities is maintained in a segregated
account for the Fund. These securities constitute the Fund's long position.

The Fund does not engage in short sales against the box for investment
purposes. The Fund may, however, make a short sale against the box as a hedge,
when it believes that the price of a security may decline, causing a decline in
the value of a security owned by the Fund (or a security convertible or
exchangeable for such security). In such case, any future losses in the Fund's
long position should be reduced by a gain in the short position. Conversely,
any gain in the long position should be reduced by a loss in the short
position. The extent to which such gains or losses are reduced depends upon the
amount of the security sold short relative to the amount the Fund owns. There
are certain additional transaction costs associated with short sales against
the box, but the Fund endeavors to offset these costs with the income from the
investment of the cash proceeds of short sales.

The Adviser does not expect that more than 40% of the Fund's total assets
would be involved in short sales against the box. The Adviser does not
currently intend to engage in such sales.

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

<PAGE>

WHEN-ISSUED SECURITIES
The Fund may purchase securities on a "when-issued" or on a "forward
delivery" basis, meaning that delivery of the securities occurs beyond normal
settlement times. In general, the Fund does not pay for the securities until
received and does not start earning interest until the contractual settlement
date. It is expected that, under normal circumstances, the Fund would take
delivery of such securities. When the Fund commits to purchase a security on a
"when-issued" or on a "forward delivery" basis, it sets up procedures
consistent with SEC policies. Since those policies currently require that an
amount of the Fund's assets equal to the amount of the purchase be held aside
or segregated to be used to pay for the commitment, the Fund expects always to
have cash or liquid securities sufficient to cover any commitments or to limit
any potential risk. However, even though the Fund does not intend to make such
purchases for speculative purposes and intends to adhere to the provisions of
SEC policies, purchases of securities on such bases may involve more risk than
other types of purchases. For example, the Fund may have to sell assets which
have been set aside in order to meet redemptions. Also, if the Adviser
determines it is advisable as a matter of investment strategy to sell the
"when-issued" or "forward delivery" securities, the Fund would be required to
meet its obligations from the then available cash flow or the sale of
securities, or, although it would not normally expect to do so, from the sale
of the "when-issued" or "forward delivery" securities themselves (which may
have a value greater or less than the Fund's payment obligation). An increase
in the percentage of the Fund's assets committed to the purchase of securities
on a "when-issued basis" may increase the volatility of its net asset value.

DEFENSIVE STRATEGIES
During periods of unusual economic or market conditions or for temporary
defensive purposes or liquidity, the Fund may invest without limit in cash and
in U.S. dollar-denominated high quality money market and short-term
instruments. These investments may result in a lower yield than would be
available from investments in a lower quality or longer term.

4. INVESTMENT RESTRICTIONS

The Trust, on behalf of the Fund, and the Portfolio Trust, on behalf of
the Portfolio, each have adopted the following policies which may not be
changed with respect to the Fund or the Portfolio, as the case may be, without
approval by holders of a majority of the outstanding voting securities of the
Fund or the Portfolio, which as used in this Statement of Additional
Information means the vote of the lesser of (i) 67% or more of the outstanding
voting securities of the Fund or Portfolio present at a meeting at which the
holders of more than 50% of the outstanding voting securities of the Fund or
Portfolio are present or represented by proxy, or (ii) more than 50% of the
outstanding voting securities of the Fund or Portfolio. The term "voting
securities" as used in this paragraph has the same meaning as in the 1940 Act.

Neither the Portfolio nor the Fund may:

(1) Borrow money, except that as a temporary measure for
extraordinary or emergency purposes it may borrow from banks in an amount
not to exceed 1/3 of the current value of its respective net assets,
including the amount borrowed (and neither the Portfolio nor the Fund may
purchase any securities at any time at which borrowings exceed 5% of the
total assets of the Portfolio or the Fund, taken at market value). It is
intended that the Fund or Portfolio would borrow money only from banks and
only to accommodate requests for the repurchase of shares of the Fund or
beneficial interests in the Portfolio while effecting an orderly
liquidation of portfolio securities.

<PAGE>

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

(3) Underwrite securities issued by other persons, except that all
the assets of the Fund may be invested in another registered investment
company having the same investment objectives and policies and
substantially the same investment restrictions as those with respect to
the Fund (a "Qualifying Portfolio") and except insofar as the Portfolio
may technically be deemed an underwriter under the Securities Act in
selling a security.

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

(5) Purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests
therein), interests in oil, gas or mineral leases, commodities or
commodity contracts in the ordinary course of business (the foregoing
shall not be deemed to preclude the Fund or Portfolio from investing in
futures contracts, and the Fund and Portfolio reserve the freedom of
action to hold and to sell real estate acquired as a result of the
ownership of securities by the Fund and the Portfolio).

(6) With respect to 75% of the Fund's or Portfolio's total assets,
purchase securities of any issuer if such purchase at the time thereof
would cause more than 5% of the Fund's or the Portfolio's assets (taken at
market value) to be invested in the securities of such issuer (other than
securities or obligations issued or guaranteed by the United States or any
agency or instrumentality of the United States); provided that, for
purposes of this restriction the issuer of an option or futures contract
shall not be deemed to be the issuer of the security or securities
underlying such contract; and further provided that the Fund may invest
all or substantially all of its assets in a Qualifying Portfolio.

(7) With respect to 75% of the total assets of the Fund or Portfolio,
purchase securities of any issuer if such purchase at the time thereof
would cause more than 10% of the voting securities of such issuer to be
held by the Fund, except that all the assets of the Fund may be invested
in a Qualifying Portfolio.

(8) Concentrate its investments in any particular industry, but the
Fund may invest all of its assets in a Qualifying Portfolio (except that
positions in futures or options contracts shall not be subject to this
restriction).

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

As an operating policy, the Fund will not invest more than 15% of its net
assets (taken at market value) in securities for which there is no readily
available market. This policy is not fundamental and may be changed without
shareholder approval.

<PAGE>

If a percentage or rating restriction on investment or utilization of
assets set forth above or referred to in the Fund's Prospectus is adhered to at
the time an investment is made or assets are so utilized, a later change in
percentage resulting from changes in the value of the securities or a later
change in the rating of the securities held for the Fund or Portfolio will not
be considered a violation of policy.

5. PERFORMANCE INFORMATION

Fund performance may be quoted in advertising, shareholder reports and
other communications in terms of yield, effective yield or total rate of
return. All performance information is historical and is not intended to
indicate future performance. Yields and total rates of return fluctuate in
response to market conditions and other factors, and the value of the Fund's
shares when redeemed may be more or less than their original cost.

The Fund may provide its period and average annualized "total rates of
return." The "total rate of return" refers to the change in the value of an
investment in the Fund over a stated period, reflects any change in net asset
value per share and is compounded to include the value of any shares purchased
with any dividends or capital gains declared during such period. Period total
rates of return may be "annualized." An "annualized" total rate of return
assumes that the period total rate of return is generated over a one-year
period.

A total rate of return quotation for the Fund is calculated for any period
by (a) dividing (i) the sum of the net asset value per share on the last day of
the period and the net asset value per share on the last day of the period of
shares purchasable with dividends and capital gains distributions declared
during such period with respect to a share held at the beginning of such period
and with respect to shares purchased with such dividends and capital gains
distributions, by (ii) the public offering price on the first day of such
period, and (b) subtracting 1 from the result. Any annualized total rate of
return quotation is calculated by (x) adding 1 to the period total rate of
return quotation calculated above, (y) raising such sum to a power which is
equal to 365 divided by the number of days in such period, and (z) subtracting
1 from the result.

Total returns calculated for the Fund for any period which includes a
period prior to the commencement of operations of the Fund will reflect the
historical performance of the Portfolio, as adjusted for Fund expenses.

The Fund may provide annualized "yield" and "effective yield" quotations.
The "yield" of the Fund refers to the income generated by an investment in the
Fund over a 30-day or one-month period (which period is stated in any such
advertisement or communication). This income is then annualized, that is, the
amount of income generated by the investment over that period is assumed to be
generated each month over a one-year period and is shown as a percentage of the
public offering price on the last day of that period. The "effective yield" is
calculated similarly, but when annualized the income earned by the investment
during that 30-day or one-month period is assumed to be reinvested. The
effective yield is slightly higher than the yield because of the compounding
effect of this assumed reinvestment. A "yield" quotation, unlike a total rate
of return quotation, does not reflect changes in net asset value. Any fees
charged by a shareholder's Shareholder Servicing Agent will reduce that
shareholder's net return on his or her investment.

A current yield quotation for the Fund consists of an annualized
historical yield, carried at least to the nearest hundredth of one percent,
based on a 30 calendar day or one month period and is calculated by (a) raising
to the sixth power the sum of 1 plus the quotient obtained by dividing the
Fund's net investment income earned during the period by the product of the

<PAGE>

average daily number of shares outstanding during the period that were entitled
to receive dividends and the maximum public offering price per share on the
last day of the period, (b) subtracting 1 from the result, and (c) multiplying
the result by 2.

Set forth below is total rate of return information for the Class A shares
of the Fund for the periods indicated, assuming that dividends and capital
gains distributions, if any, were reinvested. All outstanding shares were
designated Class A shares on January 4, 1999. The return information relates to
periods prior to January 4, 1999, when there were no sales charges on the
purchase or sale of the Fund's shares. The Class A performance for past periods
has therefore been adjusted to reflect the maximum sales charge currently in
effect. The Class B shares are newly offered commencing January 4, 1999.
Performance results include any applicable fee waivers or expense subsidies in
place during the time period, which may cause the results to be more favorable
than they would otherwise have been.

REDEEMABLE
VALUE OF A
HYPOTHETICAL
$1,000
INVESTMENT AT
CITIFUNDS INTERNATIONAL ANNUALIZED TOTAL THE END OF THE
GROWTH PORTFOLIO RATE OF RETURN PERIOD

March 1, 1991 (commencement of operations) to
December 31, 1998

The annualized yield of shares of the Fund for the 30-day period ended
December 31, 1998 was ____%.

Comparative performance information may be used from time to time in
advertising shares of the Fund, including data from Lipper Analytical Services,
Inc. and other industry sources and publications. From time to time the Fund
may compare its performance against inflation with the performance of other
instruments against inflation, such as FDIC-insured bank money market accounts.
In addition, advertising for the Fund may indicate that investors should
consider diversifying their investment portfolios in order to seek protection
of the value of their assets against inflation. From time to time, advertising
materials for the Fund may refer to or discuss current or past economic or
financial conditions, developments and events. The Fund's advertising materials
also may refer to the integration of the world's securities markets, discuss
the investment opportunities available worldwide and mention the increasing
importance of an investment strategy including non-U.S. investments.

For advertising and sales purposes, the Fund will generally use the
performance of Class A shares. All outstanding Fund shares were designated
Class A shares on January 4, 1999. Performance prior to that date will be
adjusted to include the sales charges currently in effect. Class A shares are
sold at net asset value plus a current maximum sales charge of 5.00%.
Performance will typically include this maximum sales charge for the purposes
of calculating performance figures. If the performance of Class B shares is
used for advertising and sales purposes, performance after class inception on
January 4, 1999 will be actual performance, while performance prior to that
date will be Class A performance, adjusted to reflect the differences in sales
charges (but not the differences in fees and expenses) between the classes. For
these purposes, it will be assumed that the maximum contingent deferred sales

<PAGE>

charge applicable to the Class B shares is deducted at the times, in the
amount, and under the terms stated in the Prospectus. Class B share performance
generally would have been lower than Class A performance, had the Class B
shares been offered for the entire period, because the expenses attributable to
Class B shares are higher than the expenses attributable to the Class A shares.
Fund performance may also be presented in advertising and sales literature
without the inclusion of sales charges.

6. DETERMINATION OF NET ASSET VALUE; VALUATION OF SECURITIES

The net asset value per share of the Fund is determined for each class on
each day which the New York Stock Exchange is open for trading (a "Business
Day"). As of the date of this Statement of Additional Information, the Exchange
is open for trading every weekday except for the following holidays (or the
days on which they are observed): New Year's Day, Martin Luther King Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. This determination of net asset value is
made once each day as of the close of regular trading on such Exchange
(normally 4:00 p.m. Eastern time) by adding the market value of all securities
and other assets attributable to the class (including its interest in the
Portfolio) then subtracting the liabilities attributable to that class, and
then dividing the result by the number of outstanding shares of the class. The
net asset value per share is effective for orders received and accepted by the
Shareholder Servicing Agent prior to its calculation.

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

For purposes of calculating net asset value per share, all assets and
liabilities initially expressed in non-U.S. currencies will be converted into
U.S. dollars at the prevailing market rates or if there are no market rates, at
fair value at the time of valuation. Equity securities are valued at the last
sale price on the exchange on which they are primarily traded or on the NASDAQ
system for unlisted national market issues, or at the last quoted bid price for
securities in which there were no sales during the day or for unlisted
securities not reported on the NASDAQ system. Securities listed on a foreign
exchange are valued at the last quoted sale price available before the time
when net assets are valued. Bonds and other fixed income securities (other than
short-term obligations) are valued on the basis of valuations furnished by a
pricing service, use of which has been approved by the Board of Trustees of the
Trust. In making such valuations, the pricing service utilizes both
dealer-supplied valuations and electronic data processing techniques that take
into account appropriate factors such as institutional-size trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of issue,
trading characteristics and other market data, without exclusive reliance upon
quoted prices or exchange or over-the-counter prices, since such valuations are
believed to reflect more accurately the fair value of such securities.
Shortterm obligations (maturing in 60 days or less) are valued at amortized
cost, which constitutes fair value as determined by the Board of Trustees of
the Trust. Futures contracts are normally valued at the settlement price on the
exchange on which they are traded. Securities for which there are no such
valuations are valued at fair value as determined in good faith by or at the
direction of the Board of Trustees of the Trust.

Trading in securities on most foreign exchanges and over-the-counter
markets is normally completed before the close of regular trading on the
Exchange and may also take place on days on which the Exchange is closed. If
events materially affecting the value of foreign securities occur between the
time when the exchange on which they are traded closes and the time when the
Fund's net asset value is calculated, such securities may be valued at fair
value in accordance with procedures established by and under the general
supervision of the Board of Trustees of the Trust.

Interest income on long-term obligations held for the Fund is determined
on the basis of interest accrued plus amortization of "original issue discount"

<PAGE>

(generally, the difference between issue price and stated redemption price at
maturity) and premiums (generally, the excess of purchase price over stated
redemption price at maturity). Interest income on short-term obligations is
determined on the basis of interest accrued plus amortization of any premium.

7. ADDITIONAL INFORMATION ON THE PURCHASE AND SALE OF
FUND SHARES AND SHAREHOLDER PROGRAMS

As described in the Prospectus, the Fund provides you with alternative
ways of purchasing shares based upon your individual investment needs.

Each class of shares of the Fund represents an interest in the same
portfolio of investments. Each class is identical in all respects except that
each class bears its own class expenses, including distribution and service
fees and shareholder servicing agent fees, and each class has exclusive voting
rights with respect to any distribution plan or administrative services plan
applicable to its shares. As a result of the differences in the expenses borne
by each class of shares, net income per share, dividends per share and net
asset value per share will vary for each class of shares. There are no
conversion, preemptive or other subscription rights, except that Class B shares
automatically convert to Class A shares in eight years as more fully described
below.

Shareholders of each class will share expenses proportionately for
services that are received equally by all shareholders. A particular class of
shares will bear only those expenses that are directly attributable to that
class, where the type or amount of services received by a class varies from one
class to another. The expenses that may be borne by specific classes of shares
may include (i) transfer agency fees attributable to a specific class of
shares, (ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, prospectuses and proxy
statements to current shareholders of a specific class of shares, (iii) SEC and
state securities registration fees incurred by a specific class, (iv) the
expense of administrative personnel and services required to support the
shareholders of a specific class of shares, (v) litigation or other legal
expenses relating to a specific class of shares, (vi) accounting expenses
relating to a specific class of shares and (vii) any additional incremental
expenses subsequently identified and determined to be properly allocated to one
or more classes of shares.

CLASS A SHARES
You may purchase Class A shares at a public offering price equal to the
applicable net asset value per share plus an up-front sales charge imposed at
the time of purchase as set forth in the Prospectus. You may qualify for a
reduced sales charge depending upon the amount of your purchase, or the sales
charge may be waived in its entirety, as described below under "Sales Charge
Waivers." 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. Class A shares are also subject to an annual
distribution fee of up to 0.15% which is currently being waived on a voluntary
basis, and a 0.25% shareholder servicing agent fee. See "Distributor." Set
forth below is an example of the method of computing the offering price of the
Class A shares of the Fund. The example assumes a purchase on December 31, 1998
of Class A shares from the Fund aggregating less than $25,000 subject to the
schedule of sales charges set forth below.

CITIFUNDS INTERNATIONAL
GROWTH PORTFOLIO

____________________________________________________________________
Net Asset Value per share $
____________________________________________________________________
Per Share Sales Charge - 5.00% of $
public offering price (5.26% of net
asset value per share)
____________________________________________________________________

<PAGE>
____________________________________________________________________
Per Share Offering Price to the $
Public
____________________________________________________________________

<PAGE>

The Fund receives the entire net asset value of all Class A shares that
are sold. The Distributor retains the full applicable sales charge from which
it pays the uniform reallowances shown in the table below to shareholder
servicing agents which are broker-dealers. The Distributor keeps the full
applicable sales charge with respect to Class A shares sold by shareholder
servicing agents that are not broker-dealers.

The front-end sales charge for Class A shares expressed as a percentage of
offering price and net asset value, and the dealer reallowance expressed as a
percentage of the offering price is set forth in the table below. The Fund has
established certain shareholder programs that may permit you to take advantage
of the lower rates available for larger purchases, as described under
"Shareholder Programs" below.

________________________________________________________________________

SALES
CHARGE SALES DEALER
AS A % OF CHARGE REALLOWANCE
AMOUNT OF OFFERING AS A % OF AS A % OF
INVESTMENT PRICE INVESTMENT OFFERING PRICE
________________________________________________________________________
Less than $25,000 5.00% 5.26% 4.50%
________________________________________________________________________
$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 3.00% 3.09% 2.70%
________________________________________________________________________
$250,000 to less than $500,000 2.00% 2.04% 1.80%
________________________________________________________________________
$500,000 or more none* none* up to 1.00%
________________________________________________________________________
*A contingent deferred sales charge may apply in certain instances. See "Sales
Charge Waivers--Class A" below.

CLASS B SHARES
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 the 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 5%
_______________________________________________________________________
2nd year since purchase 4%
_______________________________________________________________________
3rd year since purchase 3%
_______________________________________________________________________
4th year since purchase 2%
_______________________________________________________________________
5th year since purchase 1%
_______________________________________________________________________
6th year (or later) since purchase None
_______________________________________________________________________

Class B shares pay distribution/service fees of up to 1.00% of the average
daily net assets of the Fund represented by the Class B shares. The Distributor
pays commissions to brokers, dealers and other institutions of 4.50% of the
offering price of Class B shares sold by these entities. These commissions are

<PAGE>

not paid on exchanges from other CitiFunds or on sales of Class B shares to
investors exempt from the CDSC. The Distributor is compensated for these
payments through the receipt of the ongoing distribution fees from the Fund,
and through the CDSC, if any. The Distributor will also advance the first year
service fee to dealers at an annual rate equal to 0.25% of the average daily
net assets represented by Class B shares sold by them. As a result, the total
amount paid to a dealer upon the purchase of Class B shares may be a maximum of
4.75% of the purchase price of the Class B shares.

When you sell your shares, the CDSC will be based on either your purchase
price, or the sale price, whichever is less. You do not pay a CDSC on shares
acquired through reinvestment of dividends, capital gain distributions and
shares representing capital appreciation. The Fund will assume that a
redemption of Class B shares is made:
o first, of Class B shares representing capital appreciation
o next, of shares representing the reinvestment of dividends and
capital gains distributions
o finally, of other shares held by the investor for the longest period
of time.
Under certain circumstances, as set forth below in "Sales Charge Waivers," the
CDSC will be waived.

The holding period of Class B shares of the Fund acquired through an
exchange with another CitiFund will be calculated from the date that the Class
B shares were initially acquired in the other CitiFund, and Class B shares
being redeemed will be considered to represent, as applicable, capital
appreciation or dividend and capital gains distribution reinvestments in the
other fund. When determining the amount of the CDSC, the Fund will use the CDSC
schedule of any fund from which you have exchanged shares that would result in
you paying the highest CDSC.

SALES CHARGE WAIVERS
In certain circumstances, the initial sales charge imposed on purchases of
Class A shares, and the CDSC imposed upon sales of Class A or Class B shares,
are waived. Waivers are generally instituted in order to promote goodwill with
persons or entities with which Citibank or the Distributor or their affiliates
have business relationships, or because the sales effort, if any, involved in
making such sales is negligible, or, in the case of certain CDSC waivers,
because the circumstances surrounding the sale of Fund shares were not
foreseeable or voluntary. These sales charge waivers may be modified or
discontinued at any time.

CLASS A--FRONT-END SALES CHARGE

o Reinvestment. The sales charge does not apply to Class A shares
acquired through the reinvestment of dividends and capital gains
distributions.

o 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 or shareholder servicing agent
[] employees of Citibank and its affiliates, CFBDS, Inc. and its
affiliates or any Shareholder Servicing Agent and its affiliates

<PAGE>

(including immediate families of any of the foregoing), and
retired employees of Citibank and its affiliates or CFBDS, Inc.
and its affiliates (including immediate families 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
[] 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:
+ 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
+ all investments made during a calendar month will age one
month on the last day of the month and each subsequent
month
+ 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)
+ 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

<PAGE>

[] subject to appropriate documentation, investors where the amount
invested represents redemption proceeds from a mutual fund
(other than a CitiFund), if:
+ the redeemed shares were subject to an initial sales charge
or a deferred sales charge (whether or not actually
imposed), and
+ 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:
+ 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
+ the redemption is made within 60 days prior to the
investment in the Fund, and
+ 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

CONTINGENT DEFERRED SALES CHARGE:
o Reinvestment. There is no CDSC on shares representing capital
appreciation or on shares acquired through reinvestment of dividends
or capital gains distributions.

o Waivers. The CDSC will be waived in connection with:
[] a total or partial redemption made within one year of the death
of the shareholder; this waiver is available where the deceased
shareholder is either the sole shareholder or owns the shares
with his or her spouse as a joint tenant with right of
survivorship, and applies only to redemption of shares held at
the time of death
[] a lump sum or other distribution in the case of an Individual
Retirement Account (IRA), a self-employed individual retirement
plan (Keogh Plan) or a custodian account under Section 403(b) of
the Internal Revenue Code, in each case following attainment of
age 59 1/2
[] a total or partial redemption resulting from any distribution
following retirement in the case of a tax-qualified retirement
plan
[] a redemption resulting from a tax-free return of an excess
contribution to an IRA
[] redemptions made under the Fund's Systematic Withdrawal Plan

AUTOMATIC CONVERSION OF CLASS B SHARES
A shareholder's Class B shares will automatically convert to Class A
shares in the Fund approximately eight years after the date of issuance. At the
same time, a portion of all Class B shares representing dividends and other
distributions paid in additional Class B shares will be converted in accordance
with procedures from time to time approved by the Fund's Trustees. The
conversion will be effected at the relative net asset values per share of the
two classes on the first business day of the month in which the eighth
anniversary of the issuance of the Class B shares occurs. If a shareholder
effects one or more exchanges among Class B shares of the CitiFunds during the

<PAGE>

eight-year period, the holding periods for the shares so exchanged will be
counted toward the eight-year period. Because the per share net asset value of
the Class A shares may be higher than that of the Class B shares at the time of
conversion, a shareholder may receive fewer Class A shares than the number of
Class B shares converted, although the dollar value will be the same.

SHAREHOLDER PROGRAMS
The Fund makes the following programs available to shareholders to enable
them to reduce or eliminate the front-end sales charges on Class A shares or to
exchange Fund shares for shares of other CitiFunds, without, in many cases, the
payment of a sales charge. These programs may be changed or discontinued at any
time. For more information, please contact your Shareholder Servicing Agent.

REDUCED SALES CHARGE PLAN
A qualified group may purchase shares as a single purchaser under the
reduced sales charge plan. The purchases by the group are lumped together and
the sales charge is based on the lump sum. A qualified group must:
[] have been in existence for more than six months
[] have a purpose other than acquiring Fund shares at a discount
[] satisfy uniform criteria that enable CFBDS to realize economies of
scale in its costs of distributing shares
[] have more than ten members
[] be available to arrange for group meetings between representatives of
the Fund and the members
[] agree to include sales and other materials related to the Fund in its
publications and mailings to members at reduced or no cost to the
distributor
[] seek to arrange for payroll deduction or other bulk transmission of
investments to the Fund

LETTER OF INTENT
If an investor anticipates purchasing $25,000 or more of Class A shares of
the Fund alone or in combination with Class B shares of the Fund or any of the
classes of other CitiFunds or of any other mutual fund managed or advised by
Citibank (all of such funds being referred to herein as CitiFunds) within a
13-month period, the investor may obtain the shares at the same reduced sales
charge as though the total quantity were invested in one lump sum by completing
a letter of intent on the terms described below. Subject to acceptance by
CFBDS, Inc., the Fund's distributor, and the conditions mentioned below, each
purchase will be made at a public offering price applicable to a single
transaction of the dollar amount specified in the letter of intent.

[] The shareholder's Shareholder Servicing Agent must inform CFBDS that
the letter of intent is in effect each time shares are purchased.

[] The shareholder makes no commitment to purchase additional shares,
but if his or her purchases within 13 months plus the value of shares
credited toward completion of the letter of intent do not total the
sum specified, an increased sales charge will apply as described
below.

[] A purchase not originally made pursuant to a letter of intent may be
included under a subsequent letter of intent executed within 90 days
of the purchase if CFBDS is informed in writing of this intent within
the 90-day period.

[] The value of shares of the Fund presently held, at cost or maximum
offering price (whichever is higher), on the date of the first
purchase under the letter of intent, may be included as a credit
toward the completion of the letter, but the reduced sales charge
applicable to the amount covered by the letter is applied only to new
purchases.

<PAGE>

[] Instructions for issuance of shares in the name of a person other
than the person signing the letter of intent must be accompanied by a
written statement from a Shareholder Servicing Agent stating that the
shares were paid for by the person signing the letter.

[] Neither income dividends nor capital gains distributions taken in
additional shares will apply toward the completion of the letter of
intent.

[] The value of any shares redeemed or otherwise disposed of by the
purchaser prior to termination or completion of the letter of intent
are deducted from the total purchases made under the letter of
intent.

If the investment specified in the letter of intent is not completed
(either prior to or by the end of the 13-month period), the Transfer Agent will
redeem, within 20 days of the expiration of the letter of intent, an
appropriate number of the shares in order to realize the difference between the
reduced sales charge that would apply if the investment under the letter of
intent had been completed and the sales charge that would normally apply to the
number of shares actually purchased. By completing and signing the letter of
intent, the shareholder irrevocably grants a power of attorney to the Transfer
Agent to redeem any or all shares purchased under the letter of intent, with
full power of substitution.

RIGHT OF ACCUMULATION
A shareholder qualifies for cumulative quantity discounts on the purchase
of Class A shares when his or her new investment, together with the current
offering price value of all holdings of that shareholder in the CitiFunds,
reaches a discount level. For example, if a Fund shareholder owns shares valued
at $50,000 and purchases an additional $50,000 of Class A shares of the Fund,
the sales charge for the $50,000 purchase would be at the rate of 3.00% (the
rate applicable to single transactions from $100,000 to less than $250,000). A
shareholder must provide his or her Shareholder Servicing Agent with
information to verify that the quantity sales charge discount is applicable at
the time the investment is made.

SYSTEMATIC WITHDRAWAL PLAN
The Fund's Systematic Withdrawal Plan permits you to have a specified
dollar amount (minimum of $100 per withdrawal) automatically withdrawn from
your account on a regular basis if you have at least $10,000 in your Fund
account at the time of enrollment. You are limited to one withdrawal per month
under the Plan.

If you redeem shares under the Plan that are subject to a CDSC, you are
not subject to any CDSC applicable to the shares redeemed, but the maximum
amount that you can redeem under the Plan in any year is limited to 10% of the
average daily balance in your account.

You may receive your withdrawals by check, or have the monies transferred
directly into your bank account. Or you may direct that payments be made
directly to a third party.

To participate in the Plan, you must complete the appropriate forms
provided by your Shareholder Servicing Agent.

REINSTATEMENT PRIVILEGE
Shareholders who have redeemed Class A shares may reinstate their Fund
account without a sales charge up to the dollar amount redeemed (with a credit
for any contingent deferred sales charge paid) by purchasing Class A shares of

<PAGE>

the Fund within 90 days after the redemption. To take advantage of this
reinstatement privilege, shareholders must notify their Shareholder Servicing
Agents in writing at the time the privilege is exercised.

EXCHANGE PRIVILEGE

Shares of the Fund may be exchanged for shares of the same class of
certain other CitiFunds that are made available by your Shareholder Servicing
Agent, or may be acquired through an exchange of shares of the same class of
those funds. Class A shares also may be exchanged for shares of certain
CitiFunds money market funds that offer only a single class of shares, unless
the Class A shares are subject to a contingent deferred sales charge. Class B
shares may not be exchanged for shares of CitiFunds money market funds other
than Cash Reserves.

No initial sales charge is imposed on shares being acquired through an
exchange unless Class A shares are being acquired and the sales charge for
Class A of the fund being exchanged into is greater than the current sales
charge of the Fund (in which case an initial sales charge will be imposed at a
rate equal to the difference). Investors whose shares are outstanding on
January 4, 1999 will be able to exchange those Class A shares, and any shares
acquired through capital appreciation and the reinvestment of dividends and
capital gains distributions on those shares, into Class A shares of the other
funds without paying any sales charge.

No CDSC is imposed on Class B shares at the time they are exchanged for
Class B shares of certain other CitiFunds that are made available by your
Shareholder Servicing Agent. However, you may be required to pay a CDSC when
you sell those shares. When determining the amount of the CDSC, each Fund will
use the CDSC schedule of any fund from which you have exchanged shares that
would result in you paying the highest CDSC.

You must notify your Shareholder Servicing Agent at the time of exchange
if you believe that you qualify for share prices which do not include the sales
charge or which reflect a reduced sales charge, because the Fund shares you are
exchanging were: (a) purchased with a sales charge, (b) acquired through a
previous exchange from shares purchased with a sales charge, (c) outstanding as
of January 4, 1999, or (d) acquired through capital appreciation or the
reinvestment of dividends and capital gains distributions on those shares. Any
such qualification may be subject to confirmation, through a check of
appropriate records and documentation, of your existing share balances and any
sales charges paid on prior share purchases.

This exchange privilege may be modified or terminated at any time, and is
available only in those jurisdictions where such exchanges legally may be made.
Before making any exchange, shareholders should contact their Shareholder
Servicing Agents to obtain more information and prospectuses of the funds to be
acquired through the exchange. An exchange is treated as a sale of the shares
exchanged and could result in taxable gain or loss to the shareholder making
the exchange.

ADDITIONAL PURCHASE AND SALE INFORMATION
Each shareholder's account is established and maintained by his or her
Shareholder Servicing Agent, which is the shareholder of record of the Fund.
Each Shareholder Servicing Agent establishes its own terms, conditions and
charges with respect to services it offers to its customers. Charges for these
services may include fixed annual fees and account maintenance fees. Each
Shareholder Servicing Agent has agreed to transmit to its customers who are
shareholders of the Fund appropriate written disclosure of any fees that it may
charge them directly. The effect of any such fees will be to reduce the net
return on the investment of customers of that Shareholder Servicing Agent. Each
Shareholder Servicing Agent is responsible for transmitting promptly orders of
its customers.

<PAGE>

Investors may be able to establish new accounts in the Fund under one of
several tax-sheltered plans. Such plans include IRAs, Keogh or Corporate
Profit-Sharing and Money-Purchase Plans, 403(b) Custodian Accounts, and certain
other qualified pension and profit-sharing plans. Investors should consult with
their Shareholder Servicing Agent and their tax and retirement advisers.

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

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

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

A redemption is treated as a sale of the shares redeemed and could result
in taxable gain or loss to the shareholder making the redemption.

8. MANAGEMENT

The Fund is supervised by the Board of Trustees of the Trust, and the
Portfolio is supervised by the Board of Trustees of the Portfolio Trust. In
each case, a majority of the Trustees are not affiliated with Citibank. In
addition, a majority of the disinterested Trustees of the Fund are different
from a majority of the disinterested Trustees of the Portfolio.

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

<PAGE>

TRUSTEES OF THE TRUST
PHILIP W. COOLIDGE*; 47 - President of the Trust and the Portfolio Trust; Chief
Executive Officer and President, Signature Financial Group, Inc. and CFBDS.

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

DIANA R. HARRINGTON; 59 - Professor, Babson College (since September 1993);
Visiting Professor, Kellogg Graduate School of Management, Northwestern
University (September 1992 to September 1993); Professor, Darden Graduate
School of Business, University of Virginia (September 1978 to September 1993);
Trustee, The Highland Family of Funds (March 1997 to March 1998). Her address
is 120 Goulding Street, Holliston, Massachusetts.

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

HEATH B. MCLENDON*; 65 - Chairman, President, and Chief Executive Officer of
Mutual Management Corp. (since _____); Managing Director of Salomon Smith
Barney (since ____). His address is 388 Greenwich Street, New York, New York.

C. OSCAR MORONG, JR.; 64 - Chairman of the Board of Trustees of the Trust;
Managing Director, Morong Capital Management (since February 1993); Senior Vice
President and Investment Manager, CREF Investments, Teachers Insurance &
Annuity Association (retired, January 1993); Director, Indonesia Fund; Trustee,
MAS Funds (since 1993). His address is 1385 Outlook Drive West, Mountainside,
New Jersey.

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

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

TRUSTEES OF THE PORTFOLIO TRUST
ELLIOTT J. BERV; 56 - Chairman and Director, Catalyst, Inc. (Management
Consultants) (since June 1992); President, Chief Operating Officer and
Director, Deven International, Inc. (International Consultants) (June 1991 to
June 1992); President and Director, Elliott J. Berv & Associates (Management
Consultants) (since May 1984). His address is 24 Atlantic Drive, Scarborough,
Maine

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

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

<PAGE>

C. OSCAR MORONG, JR.; 64 - Chairman of the Board of Trustees of the Trust;
Managing Director, Morong Capital Management (since February 1993); Senior Vice
President and Investment Manager, CREF Investments, Teachers Insurance &
Annuity Association (retired January 1993); Director, Indonesia Fund; Trustee,
MAS Funds (since 1993). His address is 1385 Outlook Drive West, Mountainside,
New Jersey.

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

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

OFFICERS OF THE TRUST AND THE PORTFOLIO TRUST
PHILIP W. COOLIDGE*; 47 - President of the Trust and the Portfolio Trust; Chief
Executive Officer and President, Signature Financial Group, Inc. and CFBDS.

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

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

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

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

JAMES E. HOOLAHAN*; 52 - Vice President, Assistant Secretary and Assistant
Treasurer of the Trust and the Portfolio Trust; Senior Vice President,
Signature Financial Group, Inc.

SUSAN JAKUBOSKI*; 35 - Vice President, Assistant Secretary and Assistant
Treasurer of the Trust and the Portfolio Trust; Vice President, Signature
Financial Group (Cayman) Ltd. (since August 1994); Fund Compliance
Administrator, Concord Financial Group (November 1990 to August 1994).

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

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

<PAGE>

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

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

The Trustees and officers of the Trust and the Portfolio Trust also hold
comparable positions with certain other funds for which CFBDS, SFG or their
affiliates serve as the distributor or administrator.

The following table shows Trustee compensation for the periods indicated.
<TABLE>
<CAPTION>

TRUSTEE COMPENSATION TABLE
<S> <C> <C> <C> <C>

TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM THE
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL REGISTRANT AND
COMPENSATION AS PART OF BENEFITS UPON FUND COMPLEX PAID
TRUSTEE FROM FUND(1) FUND EXPENSES RETIREMENT TO TRUSTEES(1)(2)

Philip W. Coolidge....... $0 None None $0
Riley C. Gilley.......... $ None None $
Diana R. Harrington...... $ None None $
Susan B. Kerley.......... $ None None $
Heath B. McLendon(3)..... $0 None None $0
C. Oscar Morong, Jr...... $ None None $
E. Kirby Warren.......... $ None None $
William S. Woods, Jr..... $ None None $
</TABLE>

________________________
(1) For the fiscal year ended December 31, 1998.
(2) Information relates to the fiscal year ended December 31, 1998. Messrs.
Coolidge, Gilley, McLendon, Morong, Warren and Woods, and Mses. Harrington
and Kerley are Trustees of 49, 33, 20, 40, 40, 26, 28, and 28 funds or
portfolios, respectively, in the family of open-end registered investment
companies advised or managed by Citibank.
(3) Mr. McLendon was appointed as Trustee in February, 1999.

As of __________ __, 1999, all Trustees and officers as a group owned less
than 1% of the outstanding shares of the Fund. As of the same date, more than
95% of the outstanding shares of the Fund were held of record by Citibank, N.A.
or its affiliates, as Shareholder Servicing Agents of the Fund for the accounts
of their respective clients.

The Declaration of Trust of each of the Trust and the Portfolio Trust
provides that the Trust or the Portfolio Trust, as the case may be, will
indemnify its Trustees and officers against liabilities and expenses incurred
in connection with litigation in which they may be involved because of their
offices with the Trust or the Portfolio Trust, as the case may be, unless, as
to liability to the Trust, the Portfolio Trust or their respective investors,
it is finally adjudicated that they engaged in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in their offices,
or unless with respect to any other matter it is finally adjudicated that they
did not act in good faith in the reasonable belief that their actions were in
the best interests of the Trust or the Portfolio Trust, as the case may be. In
the case of settlement, such indemnification will not be provided unless it has

<PAGE>

been determined by a court or other body approving the settlement or other
disposition, or by a reasonable determination, based upon a review of readily
available facts, by vote of a majority of disinterested Trustees of the Trust
or the Portfolio Trust, or in a written opinion of independent counsel, that
such officers or Trustees have not engaged in willful misfeasance, bad faith,
gross negligence or reckless disregard of their duties.

ADVISER
Citibank manages the assets of the Portfolio pursuant to an investment
advisory agreement (the "Advisory Agreement"). Subject to such policies as the
Board of Trustees of the Portfolio Trust may determine, the Adviser manages the
securities of the Portfolio and makes investment decisions for the Portfolio.
The Adviser furnishes at its own expense all services, facilities and personnel
necessary in connection with managing the Portfolio's investments and effecting
securities transactions for the Portfolio. The Advisory Agreement will continue
in effect as long as such continuance is specifically approved at least
annually by the Board of Trustees of the Portfolio Trust or by a vote of a
majority of the outstanding voting securities of the Portfolio, and, in either
case, by a majority of the Trustees of the Portfolio Trust who are not parties
to the Advisory Agreement or interested persons of any such party, at a meeting
called for the purpose of voting on the Advisory Agreement.

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

For its services under the Advisory Agreements with respect to the Fund
and the Portfolio, Citibank receives fees, which are computed daily and paid
monthly, at annual rates equal to 1.00% of the Fund's average daily net assets
on an annualized basis for the Fund's then-current fiscal year. This investment
advisory fee is higher than the investment advisory fees paid by most mutual
funds. The Trustees of the Fund have determined that the 1.00% investment
advisory fee is reasonable in light of the Fund's investment policy of
investing primarily in foreign securities. Citibank may reimburse the Fund or
Portfolio or waive all or a portion of its advisory fees. For the fiscal years
ended December 31, 1996, 1997 and 1998, the fees paid to Citibank under the
Advisory Agreement, after fee waivers, were $472,204, $438,017, and
$______, respectively.

ADMINISTRATOR
Pursuant to administrative services agreements (the "Administrative
Services Agreements"), CFBDS and SFG provide the Trust and the Portfolio Trust,
respectively, with general office facilities and CFBDS and SFG supervise the
over-all administration of the Trust and the Portfolio Trust, respectively,
including, among other responsibilities, the negotiation of contracts and fees
with, and the monitoring of performance and billings of, the Trust's or the
Portfolio Trust's independent contractors and agents; the preparation and
filing of all documents required for compliance by the Trust or the Portfolio
Trust with applicable laws and regulations; and arranging for the maintenance
of books and records of the Trust or the Portfolio Trust. The Administrator and
the Portfolio Administrator provide persons satisfactory to the Board of
Trustees of the Trust or the Portfolio Trust to serve as Trustees and officers
of the Trust and the Portfolio Trust, respectively. Such Trustees and officers,
as well as certain other employees and Trustees of the Trust and the Portfolio
Trust, may be directors, officers or employees of CFBDS, SFG or their
affiliates.

The fees payable to the Administrator and the Portfolio Administrator,
respectively, under the Administrative Services Agreements are 0.30% of the

<PAGE>

average daily net assets of the Fund and 0.05% of the average daily net assets
of the Portfolio, accrued daily and paid monthly, in each case on an annualized
basis for the Fund's or the Portfolio's then-current fiscal year. However each
of the Administrator and the Portfolio Administrator has voluntarily agreed to
waive a portion of the fees payable as necessary to maintain the projected rate
of total operating expenses. CFBDS has agreed to pay certain expenses of the
Fund. SFG has agreed to pay certain expenses of the Portfolio. For the fiscal
years ended December 31, 1996, 1997 and 1998, the fees paid by the Fund to
CFBDS under the Administrative Services Agreement and a prior administrative
services agreement, after waivers, were $44,502, $79,045, and $_______,
respectively. For the fiscal years ended December 31, 1996, 1997 and 1998, the
fees paid by the Portfolio to SFG under the Administrative Services Agreement
with the Portfolio Trust, after waivers, were $13,247, $0 and $ ,
respectively.

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

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

CFBDS and SFG are wholly-owned subsidiaries of Signature Financial Group,
Inc. SFG is a company organized under the laws of the Cayman Islands. Its
principal place of business is in George Town, Grand Cayman, British West
Indies.

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

<PAGE>

DISTRIBUTOR
CFBDS, 21 Milk Street, Boston, MA 02109, serves as the Distributor of the
Fund's shares pursuant to a Distribution Agreement with the Trust with respect
to each class of shares of the Fund (each, a "Distribution Agreement"). In
those states where CFBDS is not a registered broker-dealer, shares of the Fund
are sold through Signature Broker-Dealer Services, Inc., as dealer. Under the
Distribution Agreements, CFBDS is obligated to use its best efforts to sell
shares of each class of the Fund.

Either party may terminate a Distribution Agreement on not less than 30
days' nor more than 60 days' written notice to the other party. Unless
otherwise terminated each Distribution Agreement will continue from year to
year upon annual approval by the Trust's Board of Trustees by vote of a
majority of the Board of Trustees of the Trust who are not parties to such
Distribution Agreement or interested persons of any party to such Distribution
Agreement, cast in person at a meeting called for the purpose of voting on such
approval. Each Distribution Agreement will terminate in the event of its
assignment, as defined in the 1940 Act.

Each class of the Fund has adopted a Distribution Plan (each, a
"Distribution Plan") in accordance with Rule 12b-1 under the 1940 Act with
respect to shares of the Fund after concluding that there is a reasonable
likelihood that a Distribution Plan will benefit the Fund and its shareholders.
The Distribution Plan with respect to Class A shares provides that the Fund
shall pay a monthly distribution fee to the Distributor at an annual rate not
to exceed 0.15% of the Fund's average daily net assets with respect to Class A
shares. The Distributor receives distribution fees for its services under the
Distribution Agreement with respect to Class A shares in connection with the
distribution of Class A Fund shares (exclusive of any advertising expenses
incurred by the Distributor in connection with the sale of shares). The
Distributor may use all or any portion of such distribution fee to pay for
expenses of printing prospectuses and reports used for sales purposes, expenses
of the preparation and printing of sales literature and other such expenses
related to the distribution of Class A shares. The Distribution Plan with
respect to Class A shares also permits the Fund to pay the Distributor an
additional fee (not to exceed 0.05% of the average daily net assets of the Fund
with respect to Class A shares) in anticipation of or as reimbursement for
print or electronic media advertising expenses incurred. The Distributor
receives a fee, not to exceed 1.00% of the average daily net assets of the Fund
attributable to Class B shares. Such fees may be used to make payments to the
Distributor for distribution services, to Shareholder Servicing Agents that
have entered into shareholder servicing agreements with the Distributor and
others in respect of the sale of Class B shares of the Fund, and to other
parties in respect of the sale of Class B shares of the Fund, and to make
payments for advertising, marketing or other promotional activity, and payments
for preparation, printing, and distribution of prospectuses, statements of
additional information and reports for recipients other than regulators and
existing shareholders. The Fund also may make payments to the Distributor,
Shareholder Servicing Agents and others for providing personal service or the
maintenance of shareholder accounts. The amounts paid by the Distributor to
each recipient may vary based upon certain factors, including, among other
things, the levels of sales of Fund shares and/or shareholder services
provided. Recipients may receive different compensation for sales for Class A
and Class B shares.

Each Distribution Plan continues in effect if such continuance is
specifically approved at least annually by a vote of both a majority of the
Trustees and a majority of the Trustees who are not "interested persons" of the
Trust and who have no direct or indirect financial interest in the operation of
the Distribution Plans or in any agreement related to the Plans (for purposes
of this paragraph "Qualified Trustees"). Each Distribution Plan requires that
the Trust and the Distributor provide to the Board of Trustees and the Board of
Trustees review, at least quarterly, a written report of the amounts expended

<PAGE>

(and the purposes therefor) under the Distribution Plans. Each Distribution
Plan further provides that the selection and nomination of the Qualified
Trustees is committed to the discretion of the disinterested Trustees (as
defined in the 1940 Act) then in office. A Distribution Plan may be terminated
with respect to any class of the Fund at any time by a vote of a majority of
the Trust's Qualified Trustees or by a vote of a majority of the outstanding
voting securities of that class. A Distribution Plan may not be amended to
increase materially the amount of permitted expenses of the class thereunder
without the approval of a majority of the outstanding securities of that class
and may not be materially amended in any case without a vote of a majority of
both the Trustees and Qualified Trustees. The Distributor will preserve copies
of any plan, agreement or report made pursuant to the Distribution Plans for a
period of not less than six years from the date of each Plan, and for the first
two years the Distributor will preserve such copies in an easily accessible
place.

As contemplated by the Distribution Plans, CFBDS acts as the agent of the
Trust in connection with the offering of shares of the Fund pursuant to the
Distribution Agreements. After the prospectuses and periodic reports of the
Fund have been prepared, set in type and mailed to existing shareholders, the
Distributor pays for the printing and distribution of copies thereof which are
used in connection with the offering of shares of the Fund to prospective
investors. For the fiscal years ended December 31, 1996, 1997 and 1998, the
fees paid to CFBDS under the Distribution Agreements and a prior distribution
agreement with respect to the Fund were $33,482, $27,121 and $_________,
respectively, no portion of which was applicable to reimbursement for expenses
incurred in connection with print or electronic media advertising. All of the
foregoing amounts paid under the Distribution Plans were spent on printing and
mailing expenses.

The Distributor may enter into agreements with Shareholder Servicing
Agents and may pay compensation to such Shareholder Servicing Agents for
accounts for which the Shareholder Servicing Agents are holders of record.
Payments may be made to the Shareholder Servicing Agents or for other
distribution expenses out of the distribution fees received by the Distributor
and out of the Distributor's past profits or any other source available to it.

EXPENSES
In addition to amounts payable under its Investment Advisory Agreement,
the Administrative Services Plan and the Distribution Plans, the Fund is
responsible for its own expenses, including, among other things, the costs of
securities transactions, the compensation of Trustees that are not affiliated
with Citibank or the Fund's Distributor, government fees, taxes, accounting and
legal fees, expenses of communication with shareholders, interest expense, and
insurance premiums.

CFBDS has agreed to pay the Fund's ordinary operating expenses (excluding
interest, taxes, brokerage commission, litigation costs or other extraordinary
costs and expenses and excluding the fees paid under the Fund's Investment
Advisory Agreement, Administrative Services Agreement, Distribution Agreements
and Shareholder Servicing Agreements). CFBDS receives a fee from the Fund, in
addition to the administrative services and distribution fees, estimated and
accrued daily and paid monthly in an amount such that immediately after any
such payment the aggregate ordinary operating expenses of the Fund would not on
a per annum basis exceed an agreed upon rate, currently 1.75% of the Fund's
average daily net assets. For the fiscal year ended December 31, 1998, CFBDS
paid expenses of the Fund in the amount of $______, and the Fund paid CFBDS
under this agreement the amount of $______. For that fiscal year, the total
expenses of the Fund were 1.75% of its average daily assets. The agreement of
CFBDS to pay the ordinary operating expenses of the Fund, as well as the
obligation of the Fund to pay any corresponding fee to CFBDS, may be terminated
by either CFBDS or the Fund upon not less than 30 days nor more than 60 days
written notice.

<PAGE>

SHAREHOLDER SERVICING AGENTS, TRANSFER AGENT AND CUSTODIAN
The Trust has adopted an administrative services plan (the "Administrative
Services Plan") after having concluded that there is a reasonable likelihood
that the Administrative Services Plan will benefit the Fund and its
shareholders. The Administrative Services Plan provides that the Trust may
obtain the services of an administrator, a transfer agent, a custodian, a fund
accountant and one or more Shareholder Servicing Agents, and may enter into
agreements providing for the payment of fees for such services. Under the
Trust's Administrative Services Plan, the total of the fees paid from the Fund
to the Trust's Administrator and Shareholder Servicing Agents with respect to
Class A shares 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. Distribution fees
(other than any fee concerning electronic or media advertising) paid under the
Distribution Plan with respect to the Class A shares are included in this
percentage limitation. Within this overall limitation, individual fees may
vary. Distribution fees may be used to offset the Fund's marketing costs, such
as preparation of sales literature, advertising, and printing and distributing
prospectuses and other shareholder materials to prospective investors, and to
pay costs related to distribution activities, including employee salaries,
bonuses and other overhead expenses.

The Administrative Services Plan continues in effect if such continuance
is specifically approved at least annually by a vote of both a majority of the
Trustees and a majority of the Trustees who are not "interested persons" of the
Trust and who have no direct or indirect financial interest in the operation of
the Administrative Services Plan or in any agreement related to such Plan (for
purposes of this paragraph "Qualified Trustees"). The Administrative Services
Plan requires that the Trust provide to its Board of Trustees and the Board of
Trustees review, at least quarterly, a written report of the amounts expended
(and the purposes therefor) under the Administrative Services Plan. The
Administrative Services Plan may be terminated at any time by a vote of a
majority of the Qualified Trustees of the Trust or as to a class by a vote of a
majority of the outstanding voting securities of that class. The Administrative
Services Plan for the Fund may not be materially amended in any case without a
vote of the majority of both the Trustees and the Qualified Trustees.

The Trust has entered into a shareholder servicing agreement (a
"Shareholder Servicing Agreement") with each Shareholder Servicing Agent
pursuant to such that Shareholder Servicing Agent provides shareholder
services, including answering customer inquiries, assisting in processing
purchase, exchange and redemption transactions and furnishing Fund
communications to shareholders. Some Shareholder Servicing Agents may impose
certain conditions on their customers in addition to or different from those
imposed by the Fund, such as requiring a minimum initial investment or charging
their customers a direct fee for their services. Each Shareholder Servicing
Agent has agreed to transmit to its customers who are shareholders of the Fund
appropriate prior written disclosure of any fees that it may charge them
directly and to provide written notice at least 30 days prior to imposition of
any transaction fees. Shareholder Servicing Agents that sell Class A shares
receive a shareholder servicing fee payable on such Class A shares at an annual
rate equal to 0.25% of the average daily net assets represented by such Class A
shares. For the fiscal years ended December 31, 1996, 1997 and 1998, the
aggregate fees paid to Shareholder Servicing Agents under the Shareholder
Servicing Agreements for the Fund, after waivers, were $83,705, $67,802 and
$_____, respectively.

The Trust has also entered into a Transfer Agency and Service Agreement
with State Street Bank and Trust Company ("State Street") pursuant to which
State Street acts as transfer agent. The Trust, on behalf of the Fund, has also
entered into a Custodian Agreement and a Fund Accounting Agreement with State
Street pursuant to which custodial and fund accounting services, respectively,
are provided for the Fund. Among other things, State Street calculates the

<PAGE>

daily net asset value for the Fund. Securities may be held by a sub-custodian
bank approved by the Trustees.

The Portfolio Trust has also adopted an administrative services plan (the
"Portfolio Administrative Plan"), which provides that the Portfolio Trust may
obtain the services of an administrator, a transfer agent, a custodian and a
fund accountant and may enter into agreements providing for the payment of fees
for such services. Under the Portfolio Administrative Plan, the administrative
services fee payable to the Portfolio Administrator from the Portfolio may not
exceed 0.05% of the Portfolio's average daily net assets on an annualized basis
for its then-current fiscal year.

The Portfolio Administrative Plan continues in effect if such continuance
is specifically approved at least annually by a vote of both a majority of the
Portfolio Trust's Trustees and a majority of the Portfolio Trust's Trustees who
are not "interested persons" of the Portfolio and who have no direct or
indirect financial interest in the operation of the Portfolio Administrative
Plan or in any agreement related to such Plan (for purposes of this paragraph
"Qualified Trustees"). The Portfolio Administrative Plan requires that the
Portfolio Trust provide to the Board of Trustees and the Board of Trustees
review, at least quarterly, a written report of the amounts expended (and the
purposes therefor) under the Portfolio Administrative Plan. The Portfolio
Administrative Plan may not be amended to increase materially the amount of
permitted expenses thereunder without the approval of a majority of the
outstanding voting securities of the Portfolio Trust and may not be materially
amended in any case without a vote of the majority of both the Portfolio
Trust's Trustees and the Portfolio Trust's Qualified Trustees.

The Portfolio Trust, on behalf of the Portfolio, has entered into a
Custodian Agreement with State Street pursuant to which custodial services are
provided for the Portfolio. The Portfolio Trust, on behalf of the Portfolio,
has also entered into a Fund Accounting Agreement with State Street Cayman
Trust Company, Ltd. ("State Street Cayman") pursuant to which State Street
Cayman provides fund accounting services for the Portfolio. State Street Cayman
also provides transfer agency services to the Portfolio Trust.

The principal business address of State Street is 225 Franklin Street,
Boston, Massachusetts 02110. The principal business address of State Street
Cayman is P.O. Box 2508 GT Grand Cayman, Cayman Islands, British West Indies.

AUDITORS
PricewaterhouseCoopers LLP are the independent accountants for the Trust,
providing audit services and assistance and consultation with respect to the
preparation of filings with the SEC. The address of PricewaterhouseCoopers LLP
is 160 Federal Street, Boston, Massachusetts 02110. PricewaterhouseCoopers are
the chartered accountants for the Portfolio Trust. The address of
PricewaterhouseCoopers is Suite 3000, Box 82, Royal Trust Towers, Toronto
Dominion Center, Toronto, Ontario, Canada M5K 1G8.

COUNSEL
Bingham Dana LLP, 150 Federal Street, Boston, MA 02110, serves as counsel
for the Fund.

9. PORTFOLIO TRANSACTIONS

The Portfolio Trust trades securities for the Portfolio if it believes
that a transaction net of costs (including custodian charges) will help achieve
the Portfolio's investment objective. Changes in the Portfolio's investments
are made without regard to the length of time a security has been held or
whether a sale would result in the recognition of a profit or loss. Therefore,
the rate of turnover is not a limiting factor when changes are appropriate. For
the fiscal years ended December 31, 1997 and December 31, 1998, the turnover

<PAGE>

rates for the Portfolio were 99% and ___, respectively The amount of
brokerage commissions and realization of taxable capital gains will tend to
increase as the level of Portfolio activity increases. Specific decisions to
purchase or sell securities for the Portfolio are made by a portfolio manager
who is an employee of the Adviser and who is appointed and supervised by its
senior officers. The portfolio manager may serve other clients of the Adviser
in a similar capacity.

The primary consideration in placing portfolio securities transactions
with broker-dealers for execution is to obtain and maintain the availability of
execution at the most favorable prices and in the most effective manner
possible. The Adviser attempts to achieve this result by selecting
broker-dealers to execute transactions on behalf of the Portfolio and other
clients of the Adviser on the basis of their professional capability, the value
and quality of their brokerage services, and the level of their brokerage
commissions. In the case of securities traded in the over-the-counter market
(where no stated commissions are paid but the prices include a dealer's markup
or markdown), the Adviser normally seeks to deal directly with the primary
market makers, unless in its opinion, best execution is available elsewhere. In
the case of securities purchased from underwriters, the cost of such securities
generally includes a fixed underwriting commission or concession. From time to
time, soliciting dealer fees are available to the Adviser on the tender of the
Portfolio's securities in so-called tender or exchange offers. Such soliciting
dealer fees are in effect recaptured for the Portfolio by the Adviser. At
present no other recapture arrangements are in effect.

In connection with the selection of brokers or dealers and the placing of
portfolio securities transactions, brokers or dealers may be selected who also
provide brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Fund and/or the other
accounts over which Citibank or its affiliates exercise investment discretion.
Citibank is authorized to pay a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for
the Fund which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if Citibank determines
in good faith that such amount of commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular transaction
or the overall responsibilities which Citibank and its affiliates have with
respect to accounts over which they exercise investment discretion. The
Trustees of the Trust periodically review the commissions paid by the Fund to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Fund.

The investment advisory fee that the Portfolio pays to the Adviser will
not be reduced as a consequence of the Adviser's receipt of brokerage and
research services. While such services are not expected to reduce the expenses
of the Adviser, the Adviser would, through the use of the services, avoid the
additional expenses which would be incurred if it should attempt to develop
comparable information through its own staff or obtain such services
independently.

In certain instances there may be securities that are suitable as an
investment for the Portfolio as well as for one or more of the Adviser's other
clients. Investment decisions for the Portfolio and for the Adviser's other
clients are made with a view to achieving their respective investment
objectives. It may develop that a particular security is bought or sold for
only one client even though it might be held by, or bought or sold for, other
clients. Likewise, a particular security may be bought for one or more clients
when one or more clients are selling the same security. Some simultaneous
transactions are inevitable when several clients receive investment advice from
the same investment adviser, particularly when the same security is suitable
for the investment objectives of more than one client. When two or more clients
are simultaneously engaged in the purchase or sale of the same security, the
securities are allocated among clients in a manner believed to be equitable to

<PAGE>

each. It is recognized that in some cases this system could adversely affect
the price of or the size of the position obtainable in a security for the
Portfolio. When purchases or sales of the same security for the Portfolio and
for other portfolios managed by the Adviser occur contemporaneously, the
purchase or sale orders may be aggregated in order to obtain any price
advantages available to large volume purchases or sales.

For the fiscal years ended December 31, 1996, 1997 and 1998, the Portfolio
paid brokerage commissions in the amount of $236,514, $215,467 and
$__________, respectively.

10. DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

The Trust's Declaration of Trust permits the Trust to issue an unlimited
number of full and fractional shares of beneficial interest (par value $0.00001
per share) of each series and to divide or combine the shares of any series
into a greater or lesser number of shares of that series without thereby
changing the proportionate beneficial interests in that series and to divide
such shares into classes. The Trust has reserved the right to create and issue
additional series and classes of shares. Each share of each class represents an
equal proportionate interest in the Fund with each other share of that class.
Shares of each series of the Trust participate equally in the earnings,
dividends and distribution of net assets of the particular series upon
liquidation or dissolution (except for any differences between classes of
shares of a series). Shares of each series are entitled to vote separately to
approve advisory agreements or changes in investment policy, and shares of a
class are entitled to vote separately to approve any distribution or service
arrangements relating to that class, but shares of all series may vote together
in the election or selection of Trustees and accountants for the Trust. In
matters affecting only a particular series or class, only shares of that series
or class are entitled to vote.

Shareholders are entitled to one vote for each share held on matters on
which they are entitled to vote. Shareholders in the Trust do not have
cumulative voting rights, and shareholders owning more than 50% of the
outstanding shares of the Trust may elect all of the Trustees of the Trust if
they choose to do so and in such event the other shareholders in the Trust
would not be able to elect any Trustee. The Trust is not required to hold, and
has no present intention of holding, annual meetings of shareholders but the
Trust will hold special meetings of shareholders when in the judgment of the
Trustees it is necessary or desirable to submit matters for a shareholder vote.
Shareholders have, under certain circumstances (e.g., upon the application and
submission of certain specified documents to the Trustees by a specified number
of shareholders), the right to communicate with other shareholders in
connection with requesting a meeting of shareholders for the purpose of
removing one or more Trustees. Shareholders also have under certain
circumstances the right to remove one or more Trustees without a meeting by a
declaration in writing by a specified number of shareholders. No material
amendment may be made to the Trust's Declaration of Trust without the
affirmative vote of the holders of a majority of the outstanding shares of each
series affected by the amendment. (See "Investment Restrictions.") The Trust's
Declaration of Trust provides that, at any meeting of shareholders of the Trust
or of any series of the Trust, a Shareholder Servicing Agent may vote any
shares of which it is the holder of record and for which it does not receive
voting instructions proportionately in accordance with the instructions
received for all other shares of which that Shareholder Servicing Agent is the
holder of record. Shares have no preference, pre-emptive, conversion or similar
rights. Shares, when issued, are fully paid and non-assessable, except as set
forth below.

The Trust may enter into a merger or consolidation, or sell all or
substantially all of its assets (or all or substantially all of the assets
belonging to any series of the Trust), if approved by a vote of the holders of
two-thirds of the Trust's outstanding shares, voting as a single class, or of
the affected series of the Trust, as the case may be, except that if the
Trustees of the Trust recommend such sale of assets, merger or consolidation,
the approval by vote of the holders of a majority of the Trust's outstanding

<PAGE>

shares (or the affected series) would be sufficient. The Trust or any series of
the Trust, as the case may be, may be terminated (i) by a vote of a majority of
the outstanding voting securities of the Trust or the affected series or (ii)
by the Trustees by written notice to the shareholders of the Trust or the
affected series. If not so terminated, the Trust will continue indefinitely.

The Fund's transfer agent maintains a share register for shareholders of
record. Share certificates are not issued.

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

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

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

Each investor in the Portfolio, including the Fund, may add to or withdraw
from its investment in the Portfolio on each Business Day. As of the close of
regular trading on each Business Day, the value of each investor's beneficial
interest in the Portfolio is determined by multiplying the net asset value of
the Portfolio by the percentage, effective for that day, that represents that
investor's share of the aggregate beneficial interests in the Portfolio. Any
additions or withdrawals, that are to be effected on that day, are then
effected. The investor's percentage of the aggregate beneficial interests in
the Portfolio is then re-computed as the percentage equal to the fraction (i)
the numerator of which is the value of such investor's investment in the
Portfolio as of the close of regular trading on such day plus or minus, as the
case may be, the amount of any additions to or withdrawals from the investor's
investment in the Portfolio effected on such day, and (ii) the denominator of
which is the aggregate net asset value of the Portfolio as of the close of
regular trading on such day plus or minus, as the case may be, the amount of
the net additions to or withdrawals from the aggregate investments in the
Portfolio by all investors in the Portfolio. The percentage so determined is
then applied to determine the value of the investor's interest in the Portfolio
as of the close of regular trading on the next following Business Day.

<PAGE>

11. CERTAIN ADDITIONAL TAX MATTERS

The Fund has elected to be treated, and intends to qualify each year, as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), by meeting all applicable requirements of
Subchapter M, including requirements as to the nature of the Fund's gross
income, the amount of Fund distributions, and the composition of the Fund's
portfolio assets. Provided all such requirements are met, no U.S. federal
income or excise taxes generally will be required to be paid by the Fund,
although non-U.S. source income earned by the Fund may be subject to non-U.S.
withholding or other taxes. If the Fund should fail to qualify as a "regulated
investment company" for any year, the Fund would incur a regular corporate
federal income tax upon its taxable income and Fund distributions would
generally be taxable as ordinary income to shareholders. The Portfolio Trust
believes the Portfolio also will not be required to pay any U.S. federal income
or excise taxes on its income.

The portion of the Fund's ordinary income dividends attributable to
dividends received in respect of equity securities of U.S. issuers is normally
eligible for the dividends received deduction for corporations subject to U.S.
federal income taxes. Availability of the deduction for particular shareholders
is subject to certain limitations, and deducted amounts may be subject to the
alternative minimum tax and result in certain basis adjustments. Any Fund
dividend that is declared in October, November or December of any calendar
year, that is payable to shareholders of record in such a month, and that is
paid the following January will be treated as if received by the shareholders
on December 31 of the year in which the dividend is declared.

Any Fund distribution will have the effect of reducing the per share net
asset value of shares in the Fund by the amount of the distribution.
Shareholders purchasing shares shortly before the record date of any
distribution may thus pay the full price for the shares and then effectively
receive a portion of the purchase price back as a taxable distribution.

In general, any gain or loss realized upon a taxable disposition of shares
of the Fund by a shareholder that holds such shares as a capital asset will be
treated as a long-term capital gain or loss if the shares have been held for
more than twelve months and otherwise as a short-term capital gain or loss; a
long-term capital gain realized by an individual, estate or trust may be
eligible for reduced tax rates if the shares were held for more than 18 months.
However, any loss realized upon a disposition of shares in the Fund held for
six months or less will be treated as a long-term capital loss to the extent of
any distributions of net capital gain made with respect to those shares. Any
loss realized upon a disposition of shares may also be disallowed under rules
relating to wash sales.

The Fund's transactions in forward contracts, short sales "against the
box," and options will be subject to special tax rules that may affect the
amount, timing and character of Fund income and distributions to shareholders.
For example, certain positions held by the Fund on the last business day of
each taxable year will be marked to market (i.e., treated as if closed out) on
that day, and any gain or loss associated with the positions will be treated as
60% long-term and 40% short-term capital gain or loss. Certain positions held
by the Fund that substantially diminish its risk of loss with respect to other
positions in its portfolio may constitute "straddles," and may be subject to
special tax rules that would cause deferral of Fund losses, adjustments in the
holding periods of Fund securities, and conversion of short-term into long-term
capital losses. Certain tax elections exist for straddles that may alter the
effects of these rules. The Fund intends to limit its activities in forward
contracts and options to the extent necessary to meet the requirements of
Subchapter M of the Code.

Special tax considerations apply with respect to non-U.S. investments of
the Fund. Foreign exchange gains and losses realized by the Fund will generally
be treated as ordinary income and loss. Use of non-U.S. currencies for

<PAGE>

non-hedging purposes may be limited in order to avoid a tax on the Fund. The
Fund may elect to mark to market any investments in "passive foreign investment
companies" on the last day of each taxable year. This election may cause the
Fund to recognize ordinary income prior to the receipt of cash payments with
respect to those investments; in order to distribute this income and avoid a
tax on the Fund, the Fund may be required to liquidate portfolio securities
that it might otherwise have continued to hold. Investment in certain "passive
foreign investment companies" may also be limited in order to avoid a tax on
the Fund. Investment income received by the Fund from non-U.S. securities may
be subject to non-U.S. taxes. The United States has entered into tax treaties
with many other countries that may entitle the Fund to a reduced rate of tax or
an exemption from tax on such income. The Fund intends to qualify for treaty
reduced rates where available. It is not possible, however, to determine the
Fund's effective rates of non-U.S. tax in advance since the amount of the
Fund's assets to be invested within various countries is not known.

If the Fund holds more than 50% of its assets in foreign stock and
securities at the close of its taxable year, the Fund may elect to "pass
through" to the Fund's shareholders foreign income taxes paid. If the Fund so
elects, shareholders will be required to treat their pro rata portion of the
foreign income taxes paid by the Fund as part of the amount distributed to them
by the Fund and thus includable in their gross income for federal income tax
purposes. Shareholders who itemize deductions would then be allowed to claim a
deduction or credit (but not both) on their federal income tax returns for such
amount, subject to certain limitations. Shareholders who do not itemize
deductions would (subject to such limitations) be able to claim a credit but
not a deduction. No deduction will be permitted to individuals in computing
their alternative minimum tax liability. If the Fund does not qualify to elect
to "pass through" to its shareholders foreign income taxes paid by it,
shareholders will not be able to claim any deduction or credit for any part of
their foreign taxes paid by the Fund.

For purposes of the preceding discussion the Fund believes that it will be
treated as owning a pro rata share of the assets of the Portfolio and as having
paid a pro rata share of the foreign taxes paid by the Portfolio.

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

The account application asks each new shareholder to certify that the
shareholder'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. If a shareholder fails to provide this information,
or otherwise violates IRS regulations, the Fund may be required to withhold tax
at the rate of 31% on certain distributions and redemption proceeds paid to
that shareholder. Backup withholding will not, however, be applied to payments
that have been subject to 30% withholding.

12. CERTAIN BANK REGULATORY MATTERS

The Glass-Steagall Act prohibits certain financial institutions, such as
Citibank, from underwriting securities of open-end investment companies, such
as the Fund. Citibank believes that its services under the Advisory Agreement
and the activities performed by it or its affiliates as Shareholder Servicing
Agents and sub-administrator are not underwriting and are consistent with the
Glass-Steagall Act and other relevant federal and state laws. However, there is
no controlling precedent regarding the performance of the combination of
advisory, shareholder servicing and sub-administrative activities by banks.

<PAGE>

State laws on this issue may differ from applicable federal law, and banks and
financial institutions may be required to register as dealers pursuant to state
securities laws. Changes in either federal or state statutes or regulations, or
in their interpretations, could prevent Citibank or its affiliates from
continuing to perform these services. If Citibank or its affiliates were to be
prevented from acting as the Adviser, sub-administrator or Shareholder
Servicing Agent, the Fund would seek alternative means for obtaining these
services. The Fund does not expect that shareholders would suffer any adverse
financial consequences as a result of any such occurrence.

13. FINANCIAL STATEMENTS

The audited financial statements of CitiFunds International Growth
Portfolio (formerly CitiFunds International Equity Portfolio; prior to March 2,
1998, the Fund was known as Landmark International Equity Fund) (Statement of
Assets and Liabilities at December 31, 1998, Statement of Operations for the
year ended December 31, 1998, Statement of Changes in Net Assets for each of
the years in the two-year period ended December 31, 1998, Financial Highlights
for each of the years in the five-year period ended December 31, 1998, Notes to
Financial Statements and Independent Auditors' Report), each of which is
included in the Annual Report to Shareholders of the Fund, are incorporated by
reference into this Statement of Additional Information and have been so
incorporated in reliance upon the reports of PricewaterhouseCoopers LLP (for
the fiscal years ended December 31, 1998, 1997, 1996, and 1995) and Deloitte &
Touche LLP (for periods prior to the fiscal year ended December 31, 1994),
independent accountants, on behalf of the Fund.

The audited financial statements of the International Equity Portfolio
(Portfolio of Investments at December 31, 1998, Statement of Assets and
Liabilities at December 31, 1998, Statement of Operations for the fiscal year
ended December 31, 1998, Statement of Changes in Net Assets for the fiscal
years ended December 31, 1998 and 1997, Financial Highlights for fiscal years
ended December 31, 1998, 1997, 1996, and 1995 and for the period May 1, 1994
(commencement of operations) to December 31, 1994, Notes to Financial
Statements and Independent Auditors' Report), each of which is included in the
Annual Report to Shareholders of CitiFunds International Growth Portfolio, are
incorporated by reference into this Statement of Additional Information and
have been so incorporated in reliance upon the reports of
PricewaterhouseCoopers, chartered accountants, on behalf of the Portfolio.

A copy of the Annual Report for the Fund accompanies this Statement of
Additional Information.

<PAGE>

PART C

<S> <C> <C>
Item 23. Exhibits.

*** a(1) Declaration of Trust of the Registrant
**, *** and a(2) Amendments to the Declaration of Trust of the Registrant
*****
*** b(1) Amended and Restated By-Laws of the Registrant
** and *** b(2) Amendments to the Amended and Restated By-Laws of the Registrant
e(1) Amended and Restated Distribution Agreement between the Registrant and
CFBDS, as distributor with respect to Class A shares of CitiFunds International
Growth Portfolio
e(2) Distribution Agreement between the Registrant and CFBDS, as distributor with
respect to Class B shares of CitiFunds International Growth Portfolio
** g Custodian Contract between the Registrant and State Street Bank and Trust
Company ("State Street"), as custodian
*** h(1) Amended and Restated Administrative Services Plan of the Registrant with
respect to CitiFunds International Growth Portfolio
h(2) Amendment to the Amended and Restated Administrative Services Plan of
the Registrant with respect to CitiFunds International Growth Portfolio
*** h(3) Administrative Services Agreement between the Registrant and CFBDS, as
administrator for CitiFunds International Growth Portfolio
*** h(4) Sub-Administrative Services Agreement between Citibank, N.A. and CFBDS
with respect to CitiFunds International Growth Portfolio
*** h(5)(i) Form of Shareholder Servicing Agreement between the Registrant and
Citibank, N.A., as shareholder servicing agent for CitiFunds International
Growth Portfolio
*** h(5)(ii) Form of Shareholder Servicing Agreement between the Registrant and a
federal savings bank, as shareholder servicing agent for CitiFunds
International Growth Portfolio
*** h(5)(iii) Form of Shareholder Servicing Agreement between the Registrant and
CFBDS, as shareholder servicing agent for CitiFunds International Growth
Portfolio
* h(5)(iv) Form of Shareholder Servicing Agreement between the Registrant and a
national banking association or subsidiary thereof or state chartered banking
association, as shareholder servicing agent for CitiFunds International
Growth Portfolio
*** h(6) Transfer Agency and Servicing Agreement between the Registrant and State
Street, as transfer agent
** h(7) Fund Accounting Agreement between the Registrant and State Street, as fund
accounting agent
**** i Opinion and consent of counsel
m(1) Amended and Restated Distribution Plan of the Registrant for Class A Shares of
CitiFunds International Growth Portfolio
m(2) Distribution Plan of the Registrant for Class B Shares of CitiFunds International
Growth Portfolio
o Multiple Class Plan of the Registrant
*** p(1) Powers of Attorney for the Registrant
**** p(2) Powers of Attorney for The Premium Portfolios

</TABLE>

- ---------------------
* Incorporated herein by reference to Post Effective Amendment No. 13 to
the Registrant's Registration Statement on Form N-1A (File No. 33-36556)
as filed with the Securities and Exchange Commission on April 29, 1996.

<PAGE>

** Incorporated herein by reference to Post-Effective Amendment No. 15 to
the Registrant's Registration Statement on Form N-1A (File No. 33-36556)
as filed with the Securities and Exchange Commission on October 24,
1997.
*** Incorporated herein by reference to Post-Effective Amendment No. 17 to
the Registrant's Registration Statement on Form N-1A (File No. 33-36556)
as filed with the Securities and Exchange Commission on April 30, 1998.
**** Incorporated herein by reference to Post-Effective Amendment No. 18 to
the Registrant's Registration Statement on Form N-1A (File No. 33-36556)
as filed with the Securities and Exchange Commission on December 16,
1998.
***** Incorporated herein by reference to Post-Effective Amendment No. 19 to
the Registrant's Registration Statement on Form N-1A (File No. 33-36556)
as filed with the Securities and Exchange Commission on December 22,
1998.

Item 24. Persons Controlled by or under Common Control with Registrant.

Not applicable.

Item 25. Indemnification.

Reference is hereby made to (a) Article V of the Registrant's Declaration
of Trust, filed as an Exhibit to Post-Effective Amendment No. 17 to its
Registration Statement on Form N-1A; (b) Section 6 of the Distribution
Agreements between the Registrant and CFBDS, filed as Exhibits hereto; and (c)
the undertaking of the Registrant regarding indemnification set forth in its
Registration Statement on Form N-1A.

The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.

Item 26. Business and Other Connections of Investment Adviser.

Citibank, N.A. ("Citibank") is a commercial bank offering a wide range of
banking and investment services to customers across the United States and
around the world. Citibank is a wholly-owned subsidiary of Citicorp, which is,
in turn, a wholly-owned subsidiary of Citigroup Inc. Citibank also serves as
investment adviser to the following registered investment companies (or series
thereof): Asset Allocation Portfolios (Large Cap Value Portfolio, Small Cap
Value Portfolio, International Portfolio, Foreign Bond Portfolio, Intermediate
Income Portfolio and Short-Term Portfolio), The Premium Portfolios (U.S. Fixed
Income Portfolio, Growth & Income Portfolio, Balanced Portfolio, Large Cap
Growth Portfolio, International Equity Portfolio, Government Income Portfolio
and Small Cap Growth Portfolio), Tax Free Reserves Portfolio, U.S. Treasury
Reserves Portfolio, Cash Reserves Portfolio, CitiFundsSM Tax Free Income Trust
(CitiFundsSM New York Tax Free Income Portfolio, CitiFundsSM National Tax Free
Income Portfolio and CitiFundsSM California Tax Free Income Portfolio),
CitiFundsSM Multi-State Tax Free Trust (CitiFundsSM California Tax Free
Reserves, CitiFundsSM New York Tax Free Reserves and CitiFundsSM Connecticut
Tax Free Reserves), CitiFundsSM Institutional Trust (CitiFundsSM Institutional
Cash Reserves) and Variable Annuity Portfolios (CitiSelect VIP Folio 200,
CitiSelect VIP Folio 300, CitiSelect VIP Folio 400, CitiSelect VIP Folio 500
and CitiFundsSM Small Cap Growth VIP Portfolio). Citibank and its affiliates
manage assets in excess of $290 billion worldwide. The principal place of
business of Citibank is located at 399 Park Avenue, New York, New York 10043.

John S. Reed is the Chairman and a Director of Citibank. Victor J. Menezes
is the President and a Director of Citibank. William R. Rhodes and H. Onno

<PAGE>

Ruding are Vice Chairmen and Directors of Citibank. The other Directors of
Citibank are Paul J. Collins, Vice Chairman of Citigroup Inc. and Robert I.
Lipp, Chairman and Chief Executive Officer of The Travelers Insurance Group
Inc. and of Travelers Property Casualty Corp.

Each of the individuals named above is also a Director of Citigroup Inc.
In addition, the following persons have the affiliations indicated:

Paul J. Collins Director, Kimberly-Clark Corporation

Robert I. Lipp Chairman, Chief Executive Officer and President, Travelers
Property Casualty Co.

John S. Reed Director, Monsanto Company
Director, Philip Morris Companies
Incorporated
Stockholder, Tampa Tank & Welding, Inc.

William R. Rhodes Director, Private Export Funding
Corporation

H. Onno Ruding Supervisory Director, Amsterdamsch Trustees Cantoor B.V.
Director, Pechiney S.A.
Advisory Director, Unilever NV and Unilever PLC
Director, Corning Incorporated

Item 27. Principal Underwriters.

(a) CFBDS, the Registrant's Distributor, is also the distributor for
CitiFundsSM International Growth & Income Portfolio, CitiFundsSM U.S. Treasury
Reserves, CitiFundsSM Cash Reserves, CitiFundsSM Premium U.S. Treasury
Reserves, CitiFundsSM Premium Liquid Reserves, CitiFundsSM Institutional U.S.
Treasury Reserves, CitiFundsSM Institutional Liquid Reserves, CitiFundsSM
Institutional Cash Reserves, CitiFundsSM Tax Free Reserves, CitiFundsSM
Institutional Tax Free Reserves, CitiFundsSM California Tax Free Reserves,
CitiFundsSM Connecticut Tax Free Reserves, CitiFundsSM New York Tax Free
Reserves, CitiFundsSM Intermediate Income Portfolio, CitiFundsSM Short-Term
U.S. Government Income Portfolio, CitiFundsSM New York Tax Free Income
Portfolio, CitiFundsSM National Tax Free Income Portfolio, CitiFundsSM
California Tax Free Income Portfolio, CitiFundsSM Balanced Portfolio,
CitiFundsSM Small Cap Value Portfolio, CitiFundsSM Growth & Income Portfolio,
CitiFundsSM Large Cap Growth Portfolio, CitiFundsSM Small Cap Growth Portfolio,
CitiSelect VIP Folio 200, CitiSelect VIP Folio 300, CitiSelect VIP Folio 400,
CitiSelect VIP Folio 500, CitiFundsSM Small Cap Growth VIP Portfolio,
CitiSelect Folio 200, CitiSelect Folio 300, CitiSelect Folio 400, and
CitiSelect Folio 500. CFBDS is also the placement agent for Large Cap Value
Portfolio, Small Cap Value Portfolio, International Portfolio, Foreign Bond
Portfolio, Intermediate Income Portfolio, Short-Term Portfolio, Growth & Income
Portfolio, U.S. Fixed Income Portfolio, Large Cap Growth Portfolio, Small Cap
Growth Portfolio, International Equity Portfolio, Balanced Portfolio,
Government Income Portfolio, Tax Free Reserves Portfolio, Cash Reserves
Portfolio and U.S. Treasury Reserves Portfolio. CFBDS also serves as the
distributor for the following funds: The Travelers Fund U for Variable
Annuities, The Travelers Fund VA for Variable Annuities, The Travelers Fund BD
for Variable Annuities, The Travelers Fund BD II for Variable Annuities, The
Travelers Fund BD III for Variable Annuities, The Travelers Fund BD IV for
Variable Annuities, The Travelers Fund ABD for Variable Annuities, The
Travelers Fund ABD II for Variable Annuities, The Travelers Separate Account PF
for Variable Annuities, The Travelers Separate Account PF II for Variable
Annuities, The Travelers Separate Account QP for Variable Annuities, The
Travelers Separate Account TM for Variable Annuities, The Travelers Separate
Account TM II for Variable Annuities, The Travelers Separate Account Five for
Variable Annuities, The Travelers Separate Account Six for Variable Annuities,
The Travelers Separate Account Seven for Variable Annuities, The Travelers
Separate Account Eight for Variable Annuities, The Travelers Fund UL for
Variable Annuities, The Travelers Fund UL II for Variable Annuities, The
Travelers Variable Life Insurance Separate Account One, The Travelers Variable
Life Insurance Separate Account Two, The Travelers Variable Life Insurance
Separate Account Three, The Travelers Variable Life Insurance Separate Account
Four, The Travelers Separate Account MGA, The Travelers Separate Account MGA

<PAGE>

II, The Travelers Growth and Income Stock Account for Variable Annuities, The
Travelers Quality Bond Account for Variable Annuities, The Travelers Money
Market Account for Variable Annuities, The Travelers Timed Growth and Income
Stock Account for Variable Annuities, The Travelers Timed Short-Term Bond
Account for Variable Annuities, The Travelers Timed Aggressive Stock Account
for Variable Annuities, The Travelers Timed Bond Account for Variable
Annuities, Emerging Growth Fund, Government Fund, Growth and Income Fund,
International Equity Fund, Municipal Fund, Balanced Investments, Emerging
Markets Equity Investments, Government Money Investments, High Yield
Investments, Intermediate Fixed Income Investments, International Equity
Investments, International Fixed Income Investments, Large Capitalization
Growth Investments, Large Capitalization Value Equity Investments, Long-Term
Bond Investments, Mortgage Backed Investments, Municipal Bond Investments,
Small Capitalization Growth Investments, Small Capitalization Value Equity
Investments, Appreciation Portfolio, Diversified Strategic Income Portfolio,
Emerging Growth Portfolio, Equity Income Portfolio, Equity Index Portfolio,
Growth & Income Portfolio, Intermediate High Grade Portfolio, International
Equity Portfolio, Money Market Portfolio, Total Return Portfolio, Smith Barney
Adjustable Rate Government Income Fund, Smith Barney Aggressive Growth Fund
Inc., Smith Barney Appreciation Fund, Smith Barney Arizona Municipals Fund
Inc., Smith Barney California Municipals Fund Inc., Balanced Portfolio,
Conservative Portfolio, Growth Portfolio, High Growth Portfolio, Income
Portfolio, Global Portfolio, Select Balanced Portfolio, Select Conservative
Portfolio, Select Growth Portfolio, Select High Growth Portfolio, Select Income
Portfolio, Concert Social Awareness Fund, Smith Barney Large Cap Blend Fund,
Smith Barney Fundamental Value Fund Inc., Large Cap Value Fund, Short-Term High
Grade Bond Fund, U.S. Government Securities Fund, Smith Barney Balanced Fund,
Smith Barney Convertible Fund, Smith Barney Diversified Strategic Income Fund,
Smith Barney Exchange Reserve Fund, Smith Barney High Income Fund, Smith Barney
Municipal High Income Fund, Smith Barney Premium Total Return Fund, Smith
Barney Total Return Bond Fund, Cash Portfolio, Government Portfolio, Municipal
Portfolio, Concert Peachtree Growth Fund, Smith Barney Contrarian Fund, Smith
Barney Government Securities Fund, Smith Barney Hansberger Global Small Cap
Value Fund, Smith Barney Hansberger Global Value Fund, Smith Barney Investment
Grade Bond Fund, Smith Barney Special Equities Fund, Smith Barney Intermediate
Maturity California Municipals Fund, Smith Barney Intermediate Maturity New
York Municipals Fund, Smith Barney Large Capitalization Growth Fund, Smith
Barney S&P 500 Index Fund, Smith Barney Mid Cap Blend Fund, Smith Barney
Managed Governments Fund Inc., Smith Barney Managed Municipals Fund Inc., Smith
Barney Massachusetts Municipals Fund, Cash Portfolio, Government Portfolio,
Retirement Portfolio, California Money Market Portfolio, Florida Portfolio,
Georgia Portfolio, Limited Term Portfolio, New York Money Market Portfolio, New
York Portfolio, Pennsylvania Portfolio, Smith Barney Municipal Money Market
Fund, Inc., Smith Barney Natural Resources Fund Inc., Smith Barney New Jersey
Municipals Fund Inc., Smith Barney Oregon Municipals Fund, Zeros Plus Emerging
Growth Series 2000, Smith Barney Security and Growth Fund, Smith Barney Small
Cap Blend Fund, Inc., Smith Barney Telecommunications Income Fund, Income and
Growth Portfolio, Reserve Account Portfolio, U.S. Government/High Quality
Securities Portfolio, Emerging Markets Portfolio, European Portfolio, Global
Government Bond Portfolio, International Balanced Portfolio, International
Equity Portfolio, Pacific Portfolio, AIM Capital Appreciation Portfolio,
Alliance Growth Portfolio, GT Global Strategic Income Portfolio, MFS Total
Return Portfolio, Putnam Diversified Income Portfolio, Smith Barney High Income
Portfolio, Smith Barney Large Cap Value Portfolio, Smith Barney International
Equity Portfolio, Smith Barney Large Capitalization Growth Portfolio, Smith
Barney Money Market Portfolio, Smith Barney Pacific Basin Portfolio, TBC
Managed Income Portfolio, Van Kampen American Capital Enterprise Portfolio,
Centurion Tax-Managed U.S. Equity Fund, Centurion Tax-Managed International
Equity Fund, Centurion U.S. Protection Fund, Centurion International Protection
Fund, Global High-Yield Bond Fund, International Equity Fund, Emerging
Opportunities Fund, Core Equity Fund, Long-Term Bond Fund, Global Dimensions
Fund L.P., Citicorp Private Equity L.P., AIM V.I. Capital Appreciation Fund,
AIM V.I. Government Series Fund, AIM V.I. Growth Fund, AIM V.I. International
Equity Fund, AIM V.I. Value Fund, Fidelity VIP Growth Portfolio, Fidelity VIP
High Income Portfolio, Fidelity VIP Equity Income Portfolio, Fidelity VIP
Overseas Portfolio, Fidelity VIP II Contrafund Portfolio, Fidelity VIP II Index
500 Portfolio, MFS World Government Series, MFS Money Market Series, MFS Bond
Series, MFS Total Return Series, MFS Research Series, MFS Emerging Growth
Series, Salomon Brothers Institutional Money Market Fund, Salomon Brothers Cash
Management Fund, Salomon Brothers New York Municipal Money Market Fund, Salomon
Brothers National Intermediate Municipal Fund, Salomon Brothers U.S. Government
Income Fund, Salomon Brothers High Yield Bond Fund, Salomon Brothers Strategic
Bond Fund, Salomon Brothers Total Return Fund, Salomon Brothers Asia Growth
Fund, Salomon Brothers Capital Fund Inc, Salomon Brothers Investors Fund Inc,
Salomon Brothers Opportunity Fund Inc, Salomon Brothers Institutional High

<PAGE>

Yield Bond Fund, Salomon Brothers Institutional Emerging Markets Debt Fund,
Salomon Brothers Variable Investors Fund, Salomon Brothers Variable Capital
Fund, Salomon Brothers Variable Total Return Fund, Salomon Brothers Variable
High Yield Bond Fund, Salomon Brothers Variable Strategic Bond Fund, Salomon
Brothers Variable U.S. Government Income Fund, and Salomon Brothers Variable
Asia Growth Fund.

(b) The information required by this Item 27 with respect to each director
and officer of CFBDS is incorporated by reference to Schedule A of Form BD
filed by CFBDS pursuant to the Securities and Exchange Act of 1934 (File No.
8-32417).

Item 28. Location of Accounts and Records.

The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:

NAME ADDRESS

CFBDS, Inc. 21 Milk Street, 5th Floor
(administrator and distributor) Boston, MA 02109

State Street Bank and Trust Company 1776 Heritage Drive
(custodian and transfer agent) North Quincy, MA 02171

Citibank, N.A. 153 East 53rd Street
(investment adviser) New York, NY 10043

SHAREHOLDER SERVICING AGENTS

Citibank, N.A. 450 West 33rd Street
New York, NY 10001

Citibank, N.A. -- Citigold Citicorp Mortgage Inc. - Citigold
15851 Clayton Road
Ballwin, MO 63011

Citibank, N.A. -- The Citibank 153 East 53rd Street
Private Bank New York, NY 10043

Citibank, N.A. -- Citibank Global 153 East 53rd Street
Asset Management New York, NY 10043

Citibank, N.A. -- North American 111 Wall Street
Investor Services New York, NY 10094

Citicorp Investment Services One Court Square
Long Island City, NY 11120

<PAGE>

Item 29. Management Services.

Not applicable.

Item 30. Undertakings.

Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth of
Massachusetts on the 16th day of February, 1999.

CITIFUNDS INTERNATIONAL TRUST

By: Philip W. Coolidge
-------------------------------
Philip W. Coolidge
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to this Registration Statement has been signed below
by the following persons in the capacities indicated below on February 16,
1999.

Signature Title

Philip W. Coolidge President, Principal Executive Officer
- -------------------------- and Trustee
Philip W. Coolidge

John R. Elder Principal Financial Officer and
- -------------------------- Principal Accounting Officer
John R. Elder

Riley C. Gilley* Trustee
- --------------------------
Riley C. Gilley

Diana R. Harrington* Trustee
- --------------------------
Diana R. Harrington

Susan B. Kerley* Trustee
- --------------------------
Susan B. Kerley

C. Oscar Morong, Jr.* Trustee
- --------------------------
C. Oscar Morong, Jr.

E. Kirby Warren* Trustee
- --------------------------
E. Kirby Warren

William S. Woods, Jr.* Trustee
- --------------------------
William S. Woods, Jr.

*By: Philip W. Coolidge
--------------------
Philip W. Coolidge
Executed by Philip W. Coolidge on behalf of those
indicated pursuant to Powers of Attorney.

<PAGE>

SIGNATURES

The Premium Portfolios has duly caused this Post-Effective Amendment to
the Registration Statement on Form N-1A of CitiFunds International Trust to be
signed on its behalf by the undersigned, thereunto duly authorized, in Grand
Cayman, Cayman Islands, on the 16th day of February, 1999.

THE PREMIUM PORTFOLIOS
on behalf of International Equity Portfolio

By: Tamie Ebanks-Cunningham
--------------------------------
Tamie Ebanks-Cunningham,
Assistant Secretary of
The Premium Portfolios

This Post-Effective Amendment to the Registration Statement on Form N-1A
of CitiFunds International Trust has been signed by the following persons in
the capacities indicated on February 16, 1999.

Signature Title

Philip W. Coolidge* President, Principal Executive Officer
- ---------------------------- and Trustee
Philip W. Coolidge

John R. Elder* Principal Financial Officer and
- ---------------------------- Principal Accounting Officer
John R. Elder

Elliott J. Berv* Trustee
- ----------------------------
Elliott J. Berv

Mark T. Finn* Trustee
- ----------------------------
Mark T. Finn

C. Oscar Morong, Jr.* Trustee
- ----------------------------
C. Oscar Morong, Jr.

Walter E. Robb, III* Trustee
- ----------------------------
Walter E. Robb, III

E. Kirby Warren* Trustee
- ----------------------------
E. Kirby Warren

*By: Tamie Ebanks-Cunningham
------------------------
Tamie Ebanks-Cunningham
Executed by Tamie Ebanks-Cunningham
on behalf of those indicated as attorney in
fact.

<PAGE>

EXHIBIT INDEX

<S> <C>
Exhibit
No.: Description:

e(1) Amended and Restated Distribution Agreement between the Registrant and
CFBDS, as distributor with respect to Class A shares of CitiFunds International
Growth Portfolio

e(2) Distribution Agreement between the Registrant and CFBDS, as distributor with
respect to Class B shares of CitiFunds International Growth Portfolio

h(2) Amendment to the Amended and Restated Administrative Services Plan of
the Registrant with respect to CitiFunds International Growth Portfolio

m(1) Amended and Restated Distribution Plan of the Registrant for Class A Shares of
CitiFunds International Growth Portfolio

m(2) Distribution Plan of the Registrant for Class B Shares of CitiFunds International
Growth Portfolio

o Multiple Class Plan of the Registrant

</TABLE>

Exhibit e(1)

AMENDED AND RESTATED
DISTRIBUTION AGREEMENT

AGREEMENT, dated as of August 9, 1990 and amended and restated as of
January 4, 1999, by and between CitiFunds International Trust (formerly,
Landmark International Funds), a Massachusetts business trust (the "Trust"),
and CFBDS, Inc., a Massachusetts corporation ("Distributor"). This Agreement
relates solely to Shares of Beneficial Interest designated "Class A."

WHEREAS, the Trust engages in business as an openend management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act");

WHEREAS, the Trust's shares of beneficial interest ("Shares") are divided
into separate series representing interests in separate funds of securities and
other assets;

WHEREAS, the Trust wishes to retain the services of a distributor for
Class A Shares of each of the Trust's series listed on Exhibit A hereto (the
"Funds") and has registered the Shares of the Funds under the Securities Act of
1933, as amended (the "1933 Act");

WHEREAS, the Trust has adopted an Amended and Restated Distribution Plan
pursuant to Rule 12b1 under the 1940 Act (the "Distribution Plan") and may
enter into related agreements providing for the distribution and servicing of
Shares of the Funds;

WHEREAS, Distributor has agreed to act as distributor of the Class A
Shares of the Funds for the period of this Agreement;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Appointment of Distributor.

(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of Class A Shares of the Funds in jurisdictions wherein such
Shares may be legally offered for sale; provided, however, that the Trust in
its absolute discretion may issue Shares of the Funds in connection with (i)
the payment or reinvestment of dividends or distributions; (ii) any merger or
consolidation of the Trust or of the Funds with any other investment company or
trust or any personal holding company, or the acquisition of the assets of any

<PAGE>

such entity or another series of the Trust; or (iii) any offer of exchange
permitted by Section 11 of the 1940 Act.

(b) Distributor hereby accepts such appointment as exclusive agent for the
distribution of Class A Shares of the Funds and agrees that it will sell the
Shares as agent for the Trust at prices determined as hereinafter provided and
on the terms hereinafter set forth, all according to the then-current
prospectus and statement of additional information of each Fund (collectively,
the "Prospectus" and the "Statement of Additional Information"), applicable
laws, rules and regulations and the Declaration of Trust of the Trust.
Distributor agrees to use its best efforts to solicit orders for the sale of
Shares of the Funds, and agrees to transmit promptly to the Trust (or to the
transfer agent of the Funds, if so instructed in writing by the Trust) any
orders received by it for purchase or redemption of Shares.

(c) Distributor may sell Shares of the Funds to or through qualified
securities dealers, financial institutions or others. Distributor will require
each dealer or other such party to conform to the provisions of this Agreement,
the Prospectus, the Statement of Additional Information and applicable law; and
neither Distributor nor any such dealers or others shall withhold the placing
of purchase orders for Shares so as to make a profit thereby.

(d) Distributor shall order Shares of the Funds from the Trust only to the
extent that it shall have received unconditional purchase orders therefor.
Distributor will not make, or authorize any dealers or others to make: (i) any
short sales of Shares; or (ii) any sales of Shares to any Trustee or officer of
the Trust, any officer or director of Distributor or any corporation or
association furnishing investment advisory, managerial or supervisory services
to the Trust, or to any such corporation or association, unless such sales are
made in accordance with the Prospectus and the Statement of Additional
Information.

(e) Distributor is not authorized by the Trust to give any information or
make any representations regarding Shares of the Funds, except such information
or representations as are contained in the Prospectus, the Statement of
Additional Information or advertisements and sales literature prepared by or on
behalf of the Trust for Distributor's use.

(f) The Trust agrees to execute any and all documents, to furnish any and
all information and otherwise to take all actions which may be reasonably
necessary in the discretion of the Trust's officers in connection with the
qualification of Shares of each Fund for sale in such states as Distributor and
the Trust agree.

<PAGE>

(g) No Shares of any Fund shall be offered by either Distributor or the
Trust under this Agreement, and no orders for the purchase or sale of such
Shares hereunder shall be accepted by the Trust, if and so long as the
effectiveness of the Trust's then current registration statement as to Shares
of that Fund or any necessary amendments thereto shall be suspended under any
of the provisions of the 1933 Act, or if and so long as a current prospectus
for Shares of that Fund as required by Section 10 of the 1933 Act is not on
file with the Securities and Exchange Commission; provided, however, that
nothing contained in this paragraph (g) shall in any way restrict the Trust's
obligation to repurchase any Shares from any shareholder in accordance with the
provisions of the applicable Fund's Prospectus or charter documents.

(h) Notwithstanding any provision hereof, the Trust may terminate, suspend
or withdraw the offering of Shares of any Fund whenever, in its sole
discretion, it deems such action to be desirable.

2. Offering Price of Shares. All Fund Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the time of
the sale, as described in the Prospectus. The public offering price of the
Class A Shares of each Fund shall be the net asset value of such Shares plus
the amount of any applicable sales charge, as provided in the Prospectus. The
excess, if any, of the public offering price of the Shares over the net asset
value of the Shares, and any contingent deferred sales charge applicable to
Class A Shares of any Fund as set forth in the applicable Fund's Prospectus,
may be paid to, or retained by, the Distributor, securities dealers, financial
institutions (including banks) and others, as partial compensation for their
services in connection with the sale of Class A Shares. At no time shall the
Trust receive less than the full net asset value of the Shares of each Fund,
determined in the manner set forth in the Prospectus and the Statement of
Additional Information. Distributor also may receive such compensation under
the Trust's Distribution Plan for Class A Shares as may be authorized by the
Trustees of the Trust from time to time.

3. Furnishing of Information.

(a) The Trust shall furnish to Distributor copies of any information,
financial statements and other documents that Distributor may reasonably
request for use in connection with the sale of Shares of the Funds under this
Agreement. The Trust shall also make available a sufficient number of copies of
the Funds' Prospectus and Statement of Additional Information for use by the
Distributor.

(b) The Trust agrees to advise Distributor immediately in writing:

<PAGE>

(i) of any request by the Securities and Exchange Commission for
amendments to any registration statement concerning a Fund or to a
Prospectus or for additional information;

(ii) in the event of the issuance by the Securities and Exchange
Commission of any stop order suspending the effectiveness of any such
registration statement or Prospectus or the initiation of any proceeding
for that purpose;

(iii) of the happening of any event which makes untrue any statement
of a material fact made in any such registration statement or Prospectus
or which requires the making of a change in such registration statement or
Prospectus in order to make the statements therein not misleading; and

(iv) of all actions of the Securities and Exchange Commission with
respect to any amendments to any such registration statement or Prospectus
which may from time to time be filed with the Securities and Exchange
Commission.

4. Expenses.

(a) The Trust will pay or cause to be paid the following expenses:
organization costs of the Funds; compensation of Trustees who are not
"affiliated persons" of the Distributor; governmental fees; interest charges;
loan commitment fees; taxes; membership dues in industry associations allocable
to the Trust; fees and expenses of independent auditors, legal counsel and any
transfer agent, distributor, shareholder servicing agent, registrar or dividend
disbursing agent of the Trust; expenses of issuing and redeeming shares of
beneficial interest and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to existing shareholders of the
Funds; expenses connected with the execution, recording and settlement of
security transactions; insurance premiums; fees and expenses of the custodian
for all services to the Funds, including safekeeping of funds and securities
and maintaining required books and accounts; expenses of calculating the net
asset value of the Funds (including but not limited to the fees of independent
pricing services); expenses of meetings of shareholders; expenses relating to
the issuance, registration and qualification of shares; and such non-recurring
or extraordinary expenses as may arise, including those relating to actions,
suits or proceedings to which the Trust may be a party and the legal obligation

<PAGE>

which the Trust may have to indemnify its Trustees and officers with respect
thereto.

(b) Except as otherwise provided in this Agreement and except to the
extent such expenses are borne by the Trust pursuant to the Distribution Plan,
Distributor will pay or cause to be paid all expenses connected with its own
qualification as a dealer under state and federal laws and all other expenses
incurred by Distributor in connection with the sale of Shares of each Fund as
contemplated by this Agreement.

(c) Distributor shall prepare and deliver reports to the Trustees of the
Trust on a regular basis, at least quarterly, showing the expenditures with
respect to each Fund pursuant to the Distribution Plan and the purposes
therefor, as well as any supplemental reports that the Trustees of the Trust,
from time to time, may reasonably request.

5. Repurchase of Shares. Distributor as agent and for the account of the
Trust may repurchase Shares of the Funds offered for resale to it and redeem
such Shares at their net asset value, subject to the imposition of any deferred
sales charge.

6. Indemnification by the Trust. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify
Distributor, its officers and directors, and any person which controls
Distributor within the meaning of the 1933 Act against any and all claims,
demands, liabilities and expenses that any such indemnified party may incur
under the 1933 Act, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in the registration
statement for any Fund, any Prospectus or Statement of Additional Information,
or any advertisements or sales literature prepared by or on behalf of the Trust
for Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, unless such
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor. Nothing herein contained shall require the Trust to take any
action contrary to any provision of its Declaration of Trust or any applicable
statute or regulation.

<PAGE>

statement of a material fact contained in the registration statement for any
Fund, any Prospectus or Statement of Additional Information, or any
advertisements or sales literature prepared by or on behalf of the Trust for
Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, if such
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust in connection therewith by or on behalf of
Distributor; and (ii) any act or deed of Distributor or its sales
representatives that has not been authorized by the Trust in any Prospectus or
Statement of Additional Information or by this Agreement.

8. Term and Termination.

(a) Unless terminated as herein provided, this Agreement shall continue in
effect as to each Fund until November 13, 1999 and shall continue in effect for
successive periods of one year, but only so long as each such continuance is
specifically approved by votes of a majority of both the Trustees of the Trust
and the Trustees of the Trust who are not parties to this Agreement or
interested persons (as defined in the 1940 Act) of any such party and who have
no direct or indirect financial interest in this Agreement or in the operation
of the Distribution Plan or in any agreement related thereto ("Independent
Trustees"), cast in person at a meeting called for the purpose of voting on
such approval.

(b) This Agreement may be terminated as to any Fund on not less than
thirty days' nor more than sixty days' written notice to the other party.

9. Limitation of Liability. The obligations of the Trust hereunder shall
not be binding upon any of the Trustees, officers or shareholders of the Trust
personally, but shall bind only the assets and property of the particular Fund
in question, and not any other Fund or series of the Trust. The term "CitiFunds
International Trust" means and refers to the Trustees from time to time serving
under the Declaration of Trust of the Trust, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts. The execution and delivery
of this Agreement has been authorized by the Trustees, and this Agreement has
been signed on behalf of the Trust by an authorized officer of the Trust,
acting as such and not individually, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of

<PAGE>

them personally, but shall bind only the assets and property of the Trust as
provided in the Declaration of Trust.

10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
provisions of the 1940 Act.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

CitiFunds International Trust

By: /s/ Philip Coolidge
---------------------------

CFBDS, Inc.

By: /s/ Philip Coolidge
----------------------------

<PAGE>

Exhibit A

Funds

CitiFunds International Growth Portfolio

Exhibit e(2)

DISTRIBUTION AGREEMENT

AGREEMENT, dated as of January 4, 1999, by and between CitiFunds
International Trust (formerly, Landmark International Funds), a Massachusetts
business trust (the "Trust"), and CFBDS, Inc., a Massachusetts corporation
("Distributor"). This Agreement relates solely to Shares of Beneficial Interest
designated "Class B."

WHEREAS, the Trust engages in business as an openend management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act");

WHEREAS, the Trust's shares of beneficial interest ("Shares") are divided
into separate series representing interests in separate funds of securities and
other assets;

WHEREAS, the Trust wishes to retain the services of a distributor for
Class B Shares of each of the Trust's series listed on Exhibit A hereto (the
"Funds") and has registered the Shares of the Funds under the Securities Act of
1933, as amended (the "1933 Act");

WHEREAS, the Trust has adopted a Distribution Plan pursuant to Rule 12b1
under the 1940 Act (the "Distribution Plan") and may enter into related
agreements providing for the distribution and servicing of Shares of the Funds;

WHEREAS, Distributor has agreed to act as distributor of the Class B
Shares of the Funds for the period of this Agreement;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Appointment of Distributor.

(a) The Trust hereby appoints Distributor its exclusive agent for the
distribution of Class B Shares of the Funds in jurisdictions wherein such
Shares may be legally offered for sale; provided, however, that the Trust in
its absolute discretion may issue Shares of the Funds in connection with (i)
the payment or reinvestment of dividends or distributions; (ii) any merger or
consolidation of the Trust or of the Funds with any other investment company or
trust or any personal holding company, or the acquisition of the assets of any
such entity or another series of the Trust; or (iii) any offer of exchange
permitted by Section 11 of the 1940 Act.

<PAGE>

(b) Distributor hereby accepts such appointment as exclusive agent for the
distribution of Class B Shares of the Funds and agrees that it will sell the
Shares as agent for the Trust at prices determined as hereinafter provided and
on the terms hereinafter set forth, all according to the then-current
prospectus and statement of additional information of each Fund (collectively,
the "Prospectus" and the "Statement of Additional Information"), applicable
laws, rules and regulations and the Declaration of Trust of the Trust.
Distributor agrees to use its best efforts to solicit orders for the sale of
Shares of the Funds, and agrees to transmit promptly to the Trust (or to the
transfer agent of the Funds, if so instructed in writing by the Trust) any
orders received by it for purchase or redemption of Shares.

(g) No Shares of any Fund shall be offered by either Distributor or the
Trust under this Agreement, and no orders for the purchase or sale of such

<PAGE>

Shares hereunder shall be accepted by the Trust, if and so long as the
effectiveness of the Trust's then current registration statement as to Shares
of that Fund or any necessary amendments thereto shall be suspended under any
of the provisions of the 1933 Act, or if and so long as a current prospectus
for Shares of that Fund as required by Section 10 of the 1933 Act is not on
file with the Securities and Exchange Commission; provided, however, that
nothing contained in this paragraph (g) shall in any way restrict the Trust's
obligation to repurchase any Shares from any shareholder in accordance with the
provisions of the applicable Fund's Prospectus or charter documents.

(h) Notwithstanding any provision hereof, the Trust may terminate, suspend
or withdraw the offering of Shares of any Fund whenever, in its sole
discretion, it deems such action to be desirable.

2. Offering Price of Shares. All Fund Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the time of
the sale, as described in the Prospectus. The public offering price of the
Class B Shares of each Fund shall be the net asset value of such Shares, as
provided in the Prospectus. Any contingent deferred sales charge applicable to
Class B Shares of any Fund as set forth in the applicable Fund's Prospectus,
may be paid to, or retained by, the Distributor, securities dealers, financial
institutions (including banks) and others, as partial compensation for their
services in connection with the sale of Class B Shares. At no time shall the
Trust receive less than the full net asset value of the Shares of each Fund,
determined in the manner set forth in the Prospectus and the Statement of
Additional Information. Distributor also may receive such compensation under
the Trust's Distribution Plan for Class B Shares as may be authorized by the
Trustees of the Trust from time to time.

3. Furnishing of Information.

(b) The Trust agrees to advise Distributor immediately in writing:

(i) of any request by the Securities and Exchange Commission for
amendments to any registration statement concerning a Fund or to a
Prospectus or for additional information;

<PAGE>

4. Expenses.

<PAGE>

qualification as a dealer under state and federal laws and all other expenses
incurred by Distributor in connection with the sale of Shares of each Fund as
contemplated by this Agreement.

7. Indemnification by Distributor. Distributor agrees to indemnify the
Trust, its officers and Trustees and any person which controls the Trust within
the meaning of the 1933 Act against any and all claims, demands, liabilities
and expenses that any such indemnified party may incur under the 1933 Act, or
common law or otherwise, arising out of or based upon (i) any alleged untrue
statement of a material fact contained in the registration statement for any
Fund, any Prospectus or Statement of Additional Information, or any
advertisements or sales literature prepared by or on behalf of the Trust for
Distributor's use, or any omission to state a material fact therein, the
omission of which makes any statement contained therein misleading, if such
statement or omission was made in reliance upon and in conformity with

<PAGE>

information furnished to the Trust in connection therewith by or on behalf of
Distributor; and (ii) any act or deed of Distributor or its sales
representatives that has not been authorized by the Trust in any Prospectus or
Statement of Additional Information or by this Agreement.

8. Term and Termination.

(b) This Agreement may be terminated as to any Fund on not less than
thirty days' nor more than sixty days' written notice to the other party.

10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
provisions of the 1940 Act.

<PAGE>

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

CitiFunds International Trust

By: /s/ Philip Coolidge
----------------------------

CFBDS, Inc.

By: /s/ Philip Coolidge
---------------------------

<PAGE>

Exhibit A

Funds

CitiFunds International Growth Portfolio

Exhibit h(2)

AMENDMENT TO ADMINISTRATIVE SERVICES PLAN

Pursuant to Section 9 of the Amended and Restated Administrative Services
Plan (the "Plan") of CitiFunds International Trust (formerly, Landmark
International Funds) (the "Trust"), dated as of August 9, 1990 and amended and
restated as of February 9, 1996, and approved by a majority of the Trustees of
the Trust and the Qualified Trustees of the Trust (as defined in the Plan) at a
meeting held on November 13, 1998 the Plan is hereby amended, effective as of
January 4, 1999, by adding the following new section to the end thereof:

16. It is understood and agreed that the shares of each Fund may be
divided into classes, and, for each Fund whose shares are so divided into
classes, notwithstanding any other provision of this Plan:

(i) the Trust shall pay the Transfer Agent and each Shareholder
Servicing Agent, from the assets represented by each class of shares of
such Fund, such compensation as may from time to time be agreed by the
Trust and the Transfer Agent or such Shareholder Servicing Agent, as the
case may be, and such compensation may differ from class to class of such
Fund;

(ii) the aggregate fee limitation in Section 5 of this Plan shall be
calculated separately for each class of shares of such Fund, and for all
classes of shares other than Class A shares, the aggregate fee limitation
shall be calculated without regard to any fees payable under the
distribution or service plan of the Trust for such shares; and

(iii) this Plan may be amended to increase materially the amount to
be expended from the assets of such Fund represented by a particular class
of shares, or terminated as to a particular class of shares, only by vote
of a "majority of the outstanding voting securities" of such class of such
Fund, or, in the case of termination, by vote of a majority of the
Qualified Trustees.

Exhibit m(1)

AMENDED AND RESTATED
DISTRIBUTION PLAN

DISTRIBUTION PLAN, dated as of August 9, 1990 and amended and restated
effective as of January 4, 1999, of CitiFunds International Trust, a
Massachusetts business trust (the "Trust"), with respect to shares of
beneficial interest of its series CitiFunds International Growth Portfolio and
any other series of the Trust adopting this plan (the "Series"). This Plan
relates solely to shares of beneficial interest of each Series which are
designated "Class A" ("Shares").

WHEREAS, the Trust engages in business as an openend management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act");

WHEREAS, the Trust's shares of beneficial interest are divided into
separate series representing interests in separate funds of securities and
other assets;

WHEREAS, the Trust intends to distribute Shares in accordance with Rule
12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of
distribution pursuant to Rule 12b-1;

WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are
not interested persons of the Trust (as defined in the 1940 Act) and who have
no direct or indirect financial interest in the operation of this Plan or in
any agreement relating hereto (the "NonInterested Trustees"), having
determined, in the exercise of reasonable business judgment and in light of
their fiduciary duties under state law and under Section 36(a) and (b) of the
1940 Act, that there is a reasonable likelihood that this Plan will benefit the
Trust and the shareholders of the Series, have approved this Plan by votes cast
at a meeting called for the purpose of voting hereon and on any agreements
related hereto;

WHEREAS, an initial sales charge may be paid by investors who purchase
Shares, and CFBDS, Inc. (the "Distributor"), broker-dealers, banks and other
financial intermediaries may receive such sales charge as partial compensation
for their services in connection with the sale of Shares;

WHEREAS, each Series or the Distributor may impose certain deferred sales
charges in connection with the repurchase of Shares by such Series, and the
Series may pay to the Distributor, dealers and others, or the Series may permit
such persons to retain, as the case may be, all or any portion of such deferred
sales charges;

<PAGE>

NOW, THEREFORE, the Trust hereby adopts this Plan as a plan of
distribution in accordance with Rule 12b-1 under the 1940 Act, with the terms
of the Plan being as follows:

1. Distribution and Servicing Activities. Subject to the supervision of
the Trustees of the Trust, the Trust may:

(a) engage, directly or indirectly, in any activities primarily
intended to result in the sale of Shares of the Series, which activities
may include, but are not limited to (i) payments to the Trust's
Distributor for distribution services, (ii) payments to securities
dealers, financial institutions (which may include banks) and others in
respect of the sale of Shares of the Series, (iii) payments for
advertising, marketing or other promotional activity, and (iv) payments
for preparation, printing, and distribution of prospectuses and statements
of additional information and reports of the Trust for recipients other
than regulators and existing shareholders of the Trust; and

(b) make payments, directly or indirectly, to the Trust's
Distributor, securities dealers, financial institutions (which may include
banks) and others for providing personal service and/or the maintenance of
shareholder accounts.

The Trust is authorized to engage in the activities listed above either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.

2. Sales Charges. It is understood that, under certain circumstances, an
initial sales charge may be paid by investors who purchase Shares of each
Series, and the Series may pay to the Distributor, securities dealers,
financial institutions (including banks) and others, or the Series may permit
such persons to retain, as the case may be, such sales charge as partial
compensation for their services in connection with the sale of Shares. It is
also understood that, under certain circumstances, each Series or the
Distributor may impose certain deferred sales charges in connection with the
repurchase of Shares of such Series, and the Series may pay to the Distributor,
securities dealers, financial institutions (including banks) and others, or the
Series may permit such persons to retain, as the case may be, all or any
portion of such deferred sales charges.

3. Expenditures. In addition to the sales charges discussed in Section 2
above, as consideration for services performed and expenses incurred in the
performance of its obligations under the Distribution Agreement with the

<PAGE>

Distributor, except in connection with print or electronic media advertising,
the Trust shall pay the Distributor from the assets of each Series a
distribution fee periodically at an annual rate not to exceed 0.10% of the
average daily net assets represented by Shares for its then-current fiscal
year. The Trust may also make payments directly to securities dealers,
financial institutions (including banks) and others in respect of the sale of
Shares of each Series and for providing personal service and/or the maintenance
of shareholder accounts, provided that the aggregate amount of such payments
made pursuant to this Plan, when added to the distribution fee paid pursuant to
the immediately preceding sentence, shall not exceed 0.10% of the average daily
net assets represented by Shares of each Series for its then-current fiscal
year. The Trust shall pay the Distributor an additional fee from the assets of
each Series at an annual rate not to exceed 0.05% of the average daily assets
represented by Shares of each Series for its then-current fiscal year in
anticipation of, or as reimbursement for, expenses incurred by the Distributor
in connection with print or electronic media advertising in connection with the
sale of Shares of such Series.

As partial consideration for the personal services and/or account
maintenance services performed by each broker-dealer, bank or other financial
intermediary in the performance of its obligations under its dealer or agency
agreement with the Distributor, each Series (excluding CitiFunds International
Growth Portfolio) may pay each broker-dealer, bank or other financial
intermediary a service fee periodically at a rate not to exceed 0.25% per annum
of the portion of the average daily net assets of such Series that is
represented by Shares that are owned by investors for whom such broker-dealer,
bank or other financial intermediary is the holder or intermediary of record
("Service Fees"). That portion of each such Series' average daily net assets on
which the fees payable under this paragraph are calculated may be subject to
certain minimum amount requirements as may be determined and additional or
different dealer qualification standards that may be established from time to
time by the Series or the Distributor. The Distributor shall be entitled to be
paid any fees payable under this paragraph with respect to Shares for which no
intermediary of record exists or qualification standards have not been met as
partial consideration for personal services and/or account maintenance services
provided by the Distributor with respect to the Shares. The Service Fees
payable pursuant to this paragraph may from time to time be paid by each Series
either to the Distributor and the Distributor will then pay these fees on
behalf of such Series, or directly to the applicable broker-dealer, bank or
other financial intermediary.

4. Trust's Expenses. The Trust shall pay all expenses of its operations,
including the following, and such expenses shall not constitute expenditures
under this Plan: organization costs of each Series; compensation of Trustees;

<PAGE>

governmental fees; interest charges; loan commitment fees; taxes; membership
dues in industry associations allocable to the Trust; fees and expenses of
independent auditors, legal counsel and any transfer agent, distributor,
shareholder servicing agent, registrar or dividend disbursing agent of the
Trust; expenses of issuing and redeeming shares of beneficial interest and
servicing shareholder accounts; expenses of preparing, typesetting, printing
and mailing prospectuses, statements of additional information, shareholder
reports, notices, proxy statements and reports to governmental officers and
commissions and to existing shareholders of the Series; expenses connected with
the execution, recording and settlement of security transactions; insurance
premiums; fees and expenses of the custodian for all services to the Series,
including safekeeping of funds and securities and maintaining required books
and accounts; expenses of calculating the net asset value of the Series
(including but not limited to the fees of independent pricing services);
expenses of meetings of shareholders; expenses relating to the issuance,
registration and qualification of shares; and such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust may be a party and the legal obligation which
the Trust may have to indemnify its Trustees and officers with respect thereto.

5. Term and Termination. (a) Unless terminated as herein provided, this
Plan shall continue in effect until November 13, 1999 and shall continue in
effect for successive periods of one year, but only so long as each such
continuance is specifically approved by votes of a majority of both the
Trustees of the Trust and the Non-Interested Trustees, cast in person at a
meeting called for the purpose of voting on such approval.

(b) This Plan may be terminated at any time with respect to any Series by
a vote of a majority of the NonInterested Trustees or by a vote of a majority
of the outstanding voting securities, as defined in the 1940 Act, of Shares of
the applicable Series.

6. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 3 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities, as
defined in the 1940 Act, of Shares of the applicable Series, and no material
amendment to this Plan shall be made unless approved in the manner provided for
annual renewal of this Plan in Section 5(a) hereof.

7. Selection and Nomination of Trustees. While this Plan is in effect, the
selection and nomination of the Non-Interested Trustees of the Trust shall be
committed to the discretion of such Non-Interested Trustees.

<PAGE>

8. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.

9. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 8 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.

10. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
provisions of the 1940 Act.

Exhibit m(2)

DISTRIBUTION PLAN

DISTRIBUTION PLAN of CitiFunds International Trust, a Massachusetts
business trust (the "Trust"), with respect to shares of beneficial interest of
its series CitiFunds International Growth Portfolio and any other series of the
Trust adopting this plan (the "Series"). This Plan relates solely to shares of
beneficial interest of each Series which are designated "Class B" ("Shares").

WHEREAS, the Trust engages in business as an openend management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act");

WHEREAS, the Trust's shares of beneficial interest are divided into
separate series representing interests in separate funds of securities and
other assets;

WHEREAS, the Trust intends to distribute Shares in accordance with Rule
12b-1 under the 1940 Act, and wishes to adopt this Plan as a plan of
distribution pursuant to Rule 12b-1;

WHEREAS, each Series or CFBDS, Inc. (the "Distributor") may impose certain
deferred sales charges in connection with the repurchase of Shares by such
Series, and the Series may pay to the Distributor, dealers and others, or the
Series may permit such persons to retain, as the case may be, all or any
portion of such deferred sales charges;

NOW, THEREFORE, the Trust hereby adopts this Plan as a plan of
distribution in accordance with Rule 12b-1 under the 1940 Act, with the terms
of the Plan being as follows:

1. Distribution and Servicing Activities. Subject to the supervision of
the Trustees of the Trust, the Trust may:

<PAGE>

The Trust is authorized to engage in the activities listed above either
directly or through other persons with which the Trust has entered into
agreements related to this Plan.

2. Sales Charges. It is understood that, under certain circumstances, each
Series or the Distributor may impose certain deferred sales charges in
connection with the repurchase of Shares of such Series, and the Series may pay
to the Distributor, securities dealers, financial institutions (including
banks) and others, or the Series may permit such persons to retain, as the case
may be, all or any portion of such deferred sales charges.

3. Maximum Expenditures. The expenditures to be made by the Trust pursuant
to this Plan and the basis upon which payment of such expenditures will be made
shall be determined by the Trustees of the Trust, but in no event may such
expenditures exceed an amount calculated at the rate of 1.00% per annum of the
average daily net assets of the Shares of each Series. Payments pursuant to
this Plan may be made directly by the Trust to the Distributor or to other
persons with which the Trust has entered into agreements related to this Plan.
For purposes of determining the fees payable under this Plan, the value of each
Series' average daily net assets shall be computed in the manner specified in
the applicable Series' then-current prospectus and statement of additional
information.

<PAGE>

5. Term and Termination. (a) This Plan shall become effective as to a
Series upon (i) approval by a vote of at least a majority of the outstanding
voting securities (as defined in the 1940 Act) of Shares of the particular
Series, and (ii) approval by a majority of the Trustees of the Trust and a
majority of the Non-Interested Trustees cast in person at a meeting called for
the purpose of voting on this Plan. Unless terminated as herein provided, this
Plan shall continue in effect until November 13, 1999 and shall continue in
effect for successive periods of one year, but only so long as each such
continuance is specifically approved by votes of a majority of both the
Trustees of the Trust and the Non-Interested Trustees, cast in person at a
meeting called for the purpose of voting on such approval.

<PAGE>

amendment to this Plan shall be made unless approved in the manner provided for
annual renewal of this Plan in Section 5(a) hereof.

10. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the
provisions of the 1940 Act.

Exhibit o

CITIFUNDS INTERNATIONAL TRUST

MULTIPLE CLASS PLAN

MULTIPLE CLASS PLAN, dated as of November 13, 1998, of CitiFunds
International Trust, a Massachusetts business trust (the "Trust"), with respect
to each of its series whether now existing or hereafter established
(collectively, the "Funds").

W I T N E S S E T H:

WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and

WHEREAS, the shares of beneficial interest (par value $0.00001 per share)
of the Trust (the "Shares") are divided into separate series and may be divided
into one or more separate classes;

WHEREAS, the Trust desires to adopt this Multiple Class Plan (the "Plan")
on behalf of the Funds as a plan pursuant to Rule 18f-3 in order that the Funds
may issue multiple classes of Shares;

WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information and
considered such pertinent factors as it deemed necessary to an informed
evaluation of this Plan and determination as to whether this Plan should be
adopted and implemented, and has determined that the adoption and
implementation of this Plan, including the expense allocation contemplated
herein, are in the best interests of each class of Shares individually, as well
as the best interests of the Funds;

NOW THEREFORE, the Trust hereby adopts this Plan pursuant to Rule 18f-3
under the 1940 Act, on the following terms and conditions:

1. The Funds may issue Shares in one or more classes (each, a "Class" and
collectively, the "Classes"). Shares so issued will have the rights and
preferences set forth in the Establishment and Designation of Classes and the
Trust's then current registration statement relating to the Funds.

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2. Shares issued in Classes will be issued subject to and in accordance
with the terms of Rule 18f-3 under the 1940 Act, including, without limitation:

(a) Each Class shall have a different arrangement for shareholder
services or the distribution of securities or both, and shall pay all of
the expenses of that arrangement;

(b) Each Class may pay a different share of other expenses, not
including advisory or custodial fees or other expenses related to the
management of the Trust's assets, if these expenses are actually incurred
in a different amount by that Class, or if the Class receives services of
a different kind or to a different degree than other Classes;

(c) Each Class shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement;

(d) Each Class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one Class differ from
the interests of any other Class; and

(e) Except as otherwise permitted under Rule 18f-3 under the 1940
Act, each Class shall have the same rights and obligations as each other
Class.

3. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the responsibility for
and control of the conduct of the affairs of the Trust.

4. This Plan shall become effective as to the Funds upon the later to
occur of (a) approval by a vote of the Board of Trustees and vote of a majority
of the Trustees who are not "interested persons" of the Trust (the "Qualified
Trustees"), and (b) January 4, 1999.

5. This Plan shall continue in effect indefinitely unless terminated by a
vote of the Board of Trustees of the Trust. This Plan may be terminated at any
time with respect to the Funds by a vote of the Board of Trustees of the Trust.
This Plan supercedes any and all other multiple class plans heretofore approved
by the Board of Trustees of the Trust with respect to the Funds.

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6. This Plan may be amended at any time by the Board of Trustees of the
Trust, provided that any material amendment of this Plan shall be effective
only upon approval by a vote of the Board of Trustees of the Trust and a
majority of the Qualified Trustees.

7. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.

8. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not be
affected thereby.