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Rule 497(e) File Nos. 33-36556 and 811-6154
Supplement
DATED JULY 14, 2000 TO
PROSPECTUS DATED MAY 1, 2000
CITIFUNDS(R) INTERNATIONAL GROWTH PORTFOLIO
Effective September 11, 2000, exchanges into CitiFunds previously available
for exchange will no longer be allowed. You will, however, have the
opportunity to exchange your fund shares at any time after that date for
shares of any Smith Barney fund made available by your Service Agent. No sales
charge will be imposed on those exchanges. In addition, there may be differences
in certain shareholder services and programs offered by the Smith Barney funds.
