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

CITIFUNDS INSTITUTIONAL TRUST
485BPOS, 1998-12-28

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<PAGE>

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

File Nos. 33-49552*
811-6740

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 14*

AND

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 20

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

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

- -------------------------------------------------------------------------------
* Pursuant to Rule 429 under the Securities Act of 1933, this Post-Effective
Amendment also serves as Post-Effective Amendment No. 13 to the Registrant's
Registration Statement under the Securities Act of 1933 at File No. 33-49554.

<PAGE>
PROSPECTUS

JANUARY 4, 1999

CitiFunds(SM)
Institutional Money
Market Funds

CITIBANK, N.A., INVESTMENT ADVISER

CITIFUNDS(SM) INSTITUTIONAL LIQUID RESERVES
CITIFUNDS(SM) INSTITUTIONAL U.S. TREASURY RESERVES
CITIFUNDS(SM) INSTITUTIONAL TAX FREE RESERVES

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

<PAGE>

TABLE OF CONTENTS

FUNDS AT A GLANCE ....................................................... 3
CITIFUNDS INSTITUTIONAL LIQUID RESERVES .............................. 4
CITIFUNDS INSTITUTIONAL U.S. TREASURY RESERVES........................ 11
CITIFUNDS INSTITUTIONAL TAX FREE RESERVES............................. 17

YOUR CITIFUNDS(SM) ACCOUNT .............................................. 23
HOW TO BUY SHARES .................................................... 23
HOW THE PRICE OF YOUR SHARES IS CALCULATED ........................... 24
HOW TO SELL SHARES ................................................... 24
EXCHANGES ............................................................ 25
DIVIDENDS ............................................................ 26
TAX MATTERS .......................................................... 26

MANAGEMENT OF THE FUNDS ................................................. 29
INVESTMENT ADVISER ................................................... 29
ADVISORY FEES ........................................................ 29
DISTRIBUTION ARRANGEMENTS ............................................ 30

MORE ABOUT THE FUNDS .................................................... 31
PRINCIPAL INVESTMENT STRATEGIES ...................................... 31
RISKS ................................................................ 37

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

<PAGE>
FUNDS AT A GLANCE

Funds at a Glance

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

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

CitiFunds Institutional
Liquid Reserves

This summary briefly describes CitiFunds Institutional Liquid Reserves
and the principal risks of investing in it. For more information, see
"More About the Funds" on page 31.

FUND GOAL

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

MAIN INVESTMENT STRATEGIES

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

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

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

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

o commercial paper and asset backed securities.

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

MAIN RISKS

The principal risks of investing in Institutional Liquid Reserves are
described below. See page 37 for more information about risks.

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

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

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

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

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

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

Fund Performance

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

YEAR-BY-YEAR TOTAL RETURNS

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

CITIFUNDS INSTITUTIONAL LIQUID RESERVES
1993 3.17%
1994 4.34%
1995 6.12%
1996 5.51%
1997 5.67%

As of September 30, 1998, the Fund had a year-to-date return of 4.21%

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

FUND'S HIGHEST AND LOWEST RETURNS

FOR CALENDAR QUARTERS COVERED BY THE BAR CHART
..............................................................................
Quarter Ending
..............................................................................
Highest 1.54% June 30, 1995
..............................................................................
Lowest 0.76% March 31, 1993
- ------------------------------------------------------------------------------

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

This table shows how the Fund's average annual total returns for the
periods indicated compare with those of the IBC Financial Data 1st
Tier Institutional Money Market Funds Average, a broad measure of
money market fund performance, and gives another indication of the
risk of investing in the Fund.

- ------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS

AS OF DECEMBER 31, 1997

..............................................................................
Since Inception
1 Year 5 Years October 2, 1992
..............................................................................
CITIFUNDS INSTITUTIONAL LIQUID
RESERVES 5.67% 4.96% 4.87%
..............................................................................
IBC Financial Data 1st Tier
Institutional Money Market
Funds Average 5.27% 4.57% -- *
- ------------------------------------------------------------------------------

*Information regarding performance for this period is not available.

<PAGE>

Fund Fees and Expenses

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

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

SHAREHOLDER FEES

FEES PAID DIRECTLY FROM YOUR INVESTMENT
..............................................................................
Maximum Sales Charge (Load) Imposed on Purchases None
..............................................................................
Maximum Deferred Sales Charge (Load) None
..............................................................................
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends None
..............................................................................
Redemption Fee None
..............................................................................
Exchange Fee None
- ------------------------------------------------------------------------------

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

EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
..............................................................................
Management Fees 0.15%
..............................................................................
Distribution (12b-1) Fees 0.10%
..............................................................................
Other Expenses
(administrative, shareholder servicing and other expenses) 0.54%
..............................................................................
Total Annual Fund Operating Expenses* 0.79%
- ------------------------------------------------------------------------------

*Because some of the Fund's expenses were waived or reimbursed, actual total
operating expenses for the prior year were: 0.20%
These fee waivers and reimbursements may be reduced or terminated at any time.

(1) This table reflects the expenses of both the Fund and Cash Reserves
Portfolio, the underlying mutual fund in which the Fund invests.
- ------------------------------------------------------------------------------
<PAGE>

EXAMPLE

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

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

CITIFUNDS INSTITUTIONAL LIQUID RESERVES
..............................................................................
1 Year 3 Years 5 Years 10 Years
..............................................................................
$81 $252 $439 $978
- ------------------------------------------------------------------------------

<PAGE>

CITIFUNDS INSTITUTIONAL U.S. TREASURY RESERVES

CitiFunds Institutional
U.S. Treasury Reserves

This summary briefly describes CitiFunds Institutional U.S. Treasury
Reserves and the principal risks of investing in it. For more
information, see "More About the Funds" on page 31.

FUND GOAL

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

MAIN INVESTMENT STRATEGIES

Institutional U.S. Treasury Reserves invests in:

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

o Treasury receipts; and

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

MAIN RISKS

The principal risks of investing in Institutional U.S. Treasury
Reserves are described below. See page 37 for more information about
risks.

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

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

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

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

Fund Performance

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

YEAR-BY-YEAR TOTAL RETURNS

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

- -----------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL U.S.TREASURY RESERVE

1993 3.03%
1994 3.91%
1995 5.56%
1996 5.06%
1997 5.11%

..............................................................................
As of September 30, 1998, the Fund had a year-to-date return of 3.81%
- -----------------------------------------------------------------------------

- -----------------------------------------------------------------------------
FUND'S HIGHEST AND LOWEST RETURNS

FOR CALENDAR QUARTERS COVERED BY THE BAR CHART

..............................................................................
Quarter Ending
..............................................................................
Highest 1.42% June 30, 1995
..............................................................................
Lowest 0.73% June 30, 1993
- -----------------------------------------------------------------------------

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

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

- -----------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1997
..............................................................................
Since Inception
1 Year 5 Years October 2, 1992
..............................................................................
CITIFUNDS INSTITUTIONAL U.S.
TREASURY RESERVES 5.11% 4.53% 4.46%
..............................................................................

IBC Financial Data Institutional 4.92% 4.39% -- *
100% U.S. Treasury Rated
Money Market Funds Average
- -----------------------------------------------------------------------------

*Information regarding performance for this period is not available.

<PAGE>
Fund Fees and Expenses

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

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

FEES PAID DIRECTLY FROM YOUR INVESTMENT
.............................................................................
Maximum Sales Charge (Load)Imposed on Purchases None
.............................................................................
Maximum Deferred Sales Charge (Load) None
.............................................................................
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
.............................................................................
Redemption Fee None
.............................................................................
Exchange Fee None
- -----------------------------------------------------------------------------

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

EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
..............................................................................
Management Fees 0.15%
..............................................................................
Distribution (12b-1) Fees 0.10%
..............................................................................
Other Expenses
(administrative, shareholder servicing and other expenses) 0.57%
..............................................................................
Total Annual Fund Operating Expenses* 0.82%
- -----------------------------------------------------------------------------

*Because some of the Fund's expenses were waived or reimbursed, actual total
operating expenses for the prior year were: 0.25%

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

(1) This table reflects the expenses of both the Fund and U.S. Treasury Reserves
Portfolio, the underlying mutual fund in which the Fund invests.
- -----------------------------------------------------------------------------

EXAMPLE

- -----------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL U.S. TREASURY RESERVES
.............................................................................
1 Year 3 Years 5 Years 10 Years
.............................................................................
$84 $262 $455 $1,014
- -----------------------------------------------------------------------------

<PAGE>
CITIFUNDS INSTITUTIONAL TAX FREE RESERVES

CitiFunds Institutional
Tax Free Reserves

This summary briefly describes CitiFunds Institutional Tax Free
Reserves and the principal risks of investing in it. For more
information, see "More About the Funds" on page 31.

FUND GOALS

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

MAIN INVESTMENT STRATEGIES

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

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

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

MAIN RISKS

The principal risks of investing in Institutional Tax Free Reserves
are described below. See page 37 for more information about risks.

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

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

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

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

Fund Performance

The Fund began operations in 1997. The Fund's total return for the
fiscal year ended August 31, 1998 is provided in the "Financial
Highlights" section of this prospectus.

<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.

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

FEES PAID DIRECTLY FROM YOUR INVESTMENT
..............................................................................
Maximum Sales Charge (Load)Imposed on Purchases None
..............................................................................
Maximum Deferred Sales Charge (Load) None
..............................................................................
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
..............................................................................
Redemption Fee None
..............................................................................
Exchange Fee None
- ------------------------------------------------------------------------------

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

EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
.............................................................................
Management Fees 0.20%
.............................................................................
Distribution (12b-1) Fees 0.10%
.............................................................................
Other Expenses
(administrative, shareholder servicing and other expenses) 0.67%
.............................................................................
Total Annual Fund Operating Expenses* 0.97%
- -----------------------------------------------------------------------------

*Because some of the Fund's expenses were waived or reimbursed, actual total
operating expenses for the prior year were: 0.25%
These fee waivers and reimbursements may be reduced or terminated at any time.
(1) This table reflects the expenses of both the Fund and Tax Free Reserves
Portfolio, the underlying mutual fund in which the Fund invests.

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

EXAMPLE

- -----------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL TAX FREE RESERVES
.............................................................................
1 Year 3 Years 5 Years 10 Years
.............................................................................
$99 $309 $536 $1,190
- -----------------------------------------------------------------------------

<PAGE>

YOUR CITIFUNDS ACCOUNT

Your CitiFunds Account

HOW TO BUY SHARES

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

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

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

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

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

HOW THE PRICE OF YOUR SHARES IS CALCULATED

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

HOW TO SELL SHARES

You may sell your shares on any business day without a sales charge at
the NAV (normally $1.00 per share) next determined after your
redemption request has been received by your Shareholder Servicing
Agent. You may contact your Shareholder Servicing Agent in writing or,
if your Shareholder Servicing Agent permits, by telephone. All
redemption requests must be in proper form, as determined by your
Shareholder Servicing Agent.

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

EXCHANGES

You may exchange your shares of the Funds for shares of certain
CitiFunds or other funds managed by Citibank. Your Shareholder
Servicing Agent can provide you with more information, including a
prospectus for any fund to be acquired through an exchange. If your
account application allows, you may arrange the exchange by telephone.

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

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

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

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

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

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

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

DIVIDENDS

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

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

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

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

STATE AND LOCAL TAXES: Generally, you will have to pay state or local
taxes on Fund dividends and other distributions, although
distributions derived from interest on U.S. government obligations may
be exempt from certain state and local taxes. Fund dividends that are
not taxable to you for federal income tax purposes may still be
taxable to you under the income or other tax laws of any state or
local taxing authority.

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

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

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

<PAGE>

MANAGEMENT OF THE FUNDS

Management of the Funds

INVESTMENT ADVISER

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

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

ADVISORY FEES

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

- ------------------------------------------------------------------------------
Fee, as percentage of average
Fund daily net assets, after waiver

..............................................................................
Institutional Liquid Reserves 0.08%
..............................................................................
Institutional U.S. Treasury Reserves 0.07%
..............................................................................
Institutional Tax Free Reserves 0.11%
- ------------------------------------------------------------------------------

DISTRIBUTION ARRANGEMENTS

The Funds do not charge any sales loads, deferred sales loads or other
fees in connection with the purchase of shares.

The Funds have adopted distribution plans under rule 12b-1 under the
Investment Company Act of 1940. The plans allow each Fund to use up to
0.10% per year of its average daily net assets to compensate the
Funds' distributor for its distribution activities. The distributor
currently waives a portion of these fees on a voluntary basis. This
fee waiver may be terminated or reduced at any time.

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

From time to time, the Distributor or Citibank may provide additional
promotional bonuses, incentives or payments to dealers that sell
shares of the Funds. These may include payments for travel expenses,
including lodging, incurred in connection with trips taken by invited
registered representatives and their guests to locations within and
outside the United States for meetings or seminars of a business
nature. In some instances, these bonuses, incentives or payments may
be offered only to dealers who have sold or may sell significant
amounts of shares.

<PAGE>

MORE ABOUT THE FUNDS

More About the Funds

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

PRINCIPAL INVESTMENT STRATEGIES

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

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

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

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

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

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

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

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

INSTITUTIONAL TAX FREE RESERVES invests primarily in high quality
municipal obligations, including municipal money market instruments,
and in participation interests in municipal obligations.

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

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

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

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

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

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

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

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

DEFENSIVE STRATEGIES. Institutional Tax Free Reserves 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 taxable money market
instruments, and may not be pursuing its investment objectives.

INVESTMENT STRUCTURE. The Funds each invest in securities through an
underlying mutual fund having the same goals and strategies. Each Fund
may stop investing in its corresponding underlying fund at any time,
and will do so if the Fund's Trustees believe that to be in the
shareholders' best interests. The Fund could then invest in another
mutual fund or pooled investment vehicle, or could invest directly in
securities.

RISKS

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

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

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

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

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

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

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

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

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

<PAGE>

FINANCIAL HIGHLIGHTS

Financial Highlights

The financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Fund's financial statements, is included in the annual report which is
available upon request.

CITIFUNDS INSTITUTIONAL LIQUID RESERVES
<TABLE>
<CAPTION>
Year Ended August 31,
----------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
...............................................................................................................................
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income 0.05548 0.05459 0.05521 0.05698 0.03603
Less dividends from net investment income (0.05548) (0.05459) (0.05521) (0.05698) (0.03603)
...............................................................................................................................
Net asset value, end of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
...............................................................................................................................
Total return 5.69% 5.60% 5.66% 5.85% 3.66%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $3,380,501 $1,967,491 $1,257,134 $1,480,097 $470,041
Ratio of expenses to average net assets+ 0.20% 0.18% 0.20% 0.17% 0.23%
Ratio of net investment income to average
net assets+ 5.57% 5.52% 5.52% 5.70% 3.62%

Note: If agents of the Fund and agents of Cash Reserves Portfolio had not waived all or a portion of their fees during the periods
indicated, the net investment income per share and the ratios would have been as follows:
Net investment income per share $0.04948 $0.04844 $0.04921 $0.05050 $0.03094
RATIOS:
Expenses to average net assets+ 0.79% 0.80% 0.80% 0.84% 0.86%
Net investment income to average net assets+ 4.98% 4.90% 4.92% 5.03% 2.98%

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

<PAGE>

Financial Highlights -- Continued

The financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP, whose report, along with
the Fund's financial statements, is included in the annual report which is
available upon request.

CITIFUNDS INSTITUTIONAL U.S. TREASURY RESERVES

<TABLE>
<CAPTION>
Year Ended August 31,
-----------------------------------------------------------------------------------------
1998 1997 1996 1995 1994

................................................................................................................................
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
Net investment income 0.05001 0.04994 0.05051 0.05200 0.03312
Less dividends from net investment income (0.05001) (0.04994) (0.05051) (0.05200) (0.03312)
..............................................................................................................................
Net asset value, end of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
................................................................................................................................
Total return 5.12% 5.11% 5.17% 5.33% 3.36%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $264,136 $306,350 $213,395 $120,731 $150,911
Ratio of expenses to average net assets+ 0.25% 0.25% 0.25% 0.25% 0.23%
Ratio of net investment income to
average net assets+ 5.00% 5.01% 5.03% 5.23% 3.40%

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

Net investment income per share $0.04431 $0.04416 $0.04428 $0.04593 $0.02679
RATIOS:
Expenses to average net assets+ 0.82% 0.83% 0.87% 0.85% 0.88%
Net investment income to average net
assets+ 4.43% 4.43% 4.41% 4.62% 2.75%

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

<PAGE>

Financial Highlights -- Continued

The financial highlights table is intended to help you understand the Fund's
financial performance for the fiscal year ended August 31, 1998 and for the
period May 21, 1997 (commencement of operations) to August 31, 1997. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned or
lost on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Fund's financial statements, is included in the
annual report which is available upon request.

CITIFUNDS INSTITUTIONAL TAX FREE RESERVES

<TABLE>
<CAPTION>
May 21, 1997
(Commencement
Year Ended of Operations) to
August 31, 1998 August 31, 1997
.......................................................................................................
<S> <C> <C>
Net asset value, beginning of period $1.00000 $1.00000
Net investment income 0.03440 0.00984
Less dividends from net investment income (0.03440) (0.00984)
.......................................................................................................
Net asset value, end of period $1.00000 $1.00000
.......................................................................................................
Total return 3.49% 0.99%**
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $207,311 $ 60,048
Ratio of expenses to average net assets+ 0.25% 0.25%*
Ratio of net investment income to average net assets+ 3.43% 3.47%*

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

Net investment income per share $0.02718 $0.00729
RATIOS:
Expenses to average net assets+ 0.97% 1.15%*
Net investment income to average net assets+ 2.71% 2.57%*

+Includes the Fund's share of the allocated expenses of Tax Free Reserves Portfolio, the underlying fund in
which the Fund invests its assets.
*Annualized.
**Not annualized.
</TABLE>

<PAGE>

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

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

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

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

<PAGE>

Statement of
Additional Information
January 4, 1999

CITIFUNDS(SM) INSTITUTIONAL LIQUID RESERVES
CITIFUNDS(SM) INSTITUTIONAL U.S. TREASURY RESERVES
CITIFUNDS(SM)INSTITUTIONAL TAX FREE RESERVES

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

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

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

TABLE OF CONTENTS PAGE

1. The Funds............................................................. 2
2. Investment Objectives, Policies and Restrictions ..................... 3
3. Performance Information .............................................. 16
4. Determination of Net Asset Value ..................................... 17
5. Management ........................................................... 19
6. Portfolio Transactions ............................................... 26
7. Description of Shares, Voting Rights and Liabilities ................. 26
8. Certain Additional Tax Matters ....................................... 28
9. Independent Accountants and Financial Statements ..................... 28
Appendix -- Ratings of Municipal Obligations ............................. 30

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

<PAGE>

1. THE FUNDS

The Trust is a no-load, open-end management investment company which was
organized as a business trust under the laws of the Commonwealth of
Massachusetts on July 8, 1992. Prior to September 1997, the Trust was called
Landmark Institutional Trust. Shares of the Trust are divided into separate
series, including CitiFunds Institutional Liquid Reserves, CitiFunds
Institutional U.S. Treasury Reserves and CitiFunds Institutional Tax Free
Reserves, which are described in this Statement of Additional Information.
Prior to January 2, 1998, Liquid Reserves, U.S. Treasury Reserves and Tax Free
Reserves were called Landmark Institutional Liquid Reserves, Landmark
Institutional U.S. Treasury Reserves and Landmark Institutional Tax Free
Reserves, respectively. References in this Statement of Additional Information
to the Prospectus are to the Prospectus, dated January 4, 1999, of the Funds
by which shares of the Funds are offered.

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

The Trust seeks the investment objectives of the Funds by investing all
the investable assets of Liquid Reserves, U.S. Treasury Reserves and Tax Free
Reserves in Cash Reserves Portfolio, U.S. Treasury Reserves Portfolio and Tax
Free Reserves Portfolio, respectively. Each of the Portfolios is an open-end
management investment company. Each Portfolio has the same investment
objectives and policies as its corresponding Fund. Cash Reserves Portfolio and
U.S. Treasury Reserve Portfolio are diversified; Tax Free Reserves Portfolio
is non-diversified.

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

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

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

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

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

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

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

Shares of each Fund are continuously sold by CFBDS, the Funds' distributor
(the "Distributor"), only to investors who are customers of a financial
institution, such as a federal or state-chartered bank, trust company, savings
and loan association or savings bank, or a securities broker, that has entered
into a shareholder servicing agreement with the Trust with respect to that
Fund (collectively, "Shareholder Servicing Agents"). Although shares of the
Funds are sold without a sales load, CFBDS may receive fees from the Funds
pursuant to a Distribution Plan adopted in accordance with Rule 12b-1 under
the Investment Company Act of 1940, as amended (the "1940 Act").

2. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
INVESTMENT OBJECTIVES

The investment objective of INSTITUTIONAL LIQUID RESERVES is to provide
shareholders with liquidity and as high a level of current income as is
consistent with the preservation of capital.

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

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

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

INVESTMENT POLICIES

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

The Trust may withdraw the investment of any Fund from its corresponding
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, a
Fund's assets would be invested in accordance with the investment policies
described below with respect to its corresponding Portfolio. Except for the
concentration policy of Liquid Reserves with respect to bank obligations
described in paragraph (1) below and for the policy of Tax Free Reserves with
respect to investing in municipal obligations described below, which may not
be changed without the approval of Liquid Reserves' or Tax Free Reserves'
shareholders, as applicable, the approval of a Fund's shareholders would not
be required to change that Fund's investment objectives or any of its
investment policies. Likewise, except for the concentration policy of Cash
Reserves Portfolio with respect to bank obligations described in paragraph (1)
below and for the policy of Tax Free Reserves Portfolio with respect to
investing in municipal obligations described below, which may not be changed
without the approval of Cash Reserves Portfolio's or Tax Free Reserves
Portfolio's investors, as applicable, the approval of the investors in a
Portfolio would not be required to change that Portfolio's investment
objectives or any of its investment policies discussed below, including those
concerning securities transactions. Each Portfolio would, however, give
written notice to its investors at least 30 days prior to implementing any
change in its investment objectives.

CASH RESERVES PORTFOLIO

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ASSET-BACKED SECURITIES

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

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

U.S. TREASURY RESERVES PORTFOLIO

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

TAX FREE RESERVES PORTFOLIO

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

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

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

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

MUNICIPAL OBLIGATIONS

As a fundamental policy, Tax Free Reserves Portfolio invests at least 80%
of its assets, under normal circumstances, in:

(1) Municipal bonds with remaining maturities of one year or less that
are rated within the Aaa or Aa categories at the date of purchase by
Moody's or within the AAA or AA categories by Standard & Poor's or Fitch
IBCA, Inc. ("Fitch") or, if not rated by these rating agencies, are of
comparable quality as determined by the Adviser on the basis of the credit
evaluation of the obligor on the bonds or of the bank issuing a
participation interest or guarantee or of any insurance issued in support
of the bonds or the participation interests.

(2) Municipal notes with remaining maturities of one year or less that
at the date of purchase are rated MIG 1/VMIG 1 or MIG 2/VMIG 2 by Moody's,
SP-1+, SP-1 or SP-2 by Standard & Poor's or F-1 or F-2 by Fitch or, if not
rated by these rating agencies, are of comparable quality as determined by
the Adviser. The principal kinds of municipal notes are tax and revenue
anticipation notes, tax anticipation notes, bond anticipation notes and
revenue anticipation notes. Notes sold in anticipation of collection of
taxes, a bond sale or receipt of other revenues are usually general
obligations of the issuing municipality or agency.

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

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

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

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

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

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

For an explanation of the ratings of Municipal Obligations by Moody's,
Standard & Poor's and Fitch, see the Appendix to this Statement of Additional
Information.

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

VARIABLE RATE INSTRUMENTS AND PARTICIPATION INTERESTS

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

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

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

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

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

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

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

"WHEN-ISSUED" SECURITIES

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

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

STAND-BY COMMITMENTS

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

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

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

REPURCHASE AGREEMENTS

Tax Free Reserves Portfolio may invest its assets in instruments subject
to repurchase agreements. Repurchase agreements are described in more detail
below. (See "Repurchase Agreements.")

TAXABLE SECURITIES

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

REPURCHASE AGREEMENTS

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

LENDING OF SECURITIES

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

PRIVATE PLACEMENTS AND ILLIQUID INVESTMENTS

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

INVESTMENT RESTRICTIONS

The Trust, on behalf of the Funds, and the Portfolios have each adopted
the following policies which may not be changed without approval by holders of
a "majority of the outstanding shares" of the applicable Fund or Portfolio,
which as used in this Statement of Additional Information means the vote of
the lesser of (i) 67% or more of the outstanding voting securities of the Fund
or Portfolio present at a meeting, if the holders of more than 50% of the
outstanding "voting securities" of the Fund or Portfolio are present or
represented by proxy, or (ii) more than 50% of the outstanding "voting
securities" of the Fund or the Portfolio. The term "voting securities" as used
in this paragraph has the same meaning as in the 1940 Act. Whenever the Trust
is requested to vote on a change in the investment restrictions of a Portfolio
(or, in the case of Cash Reserves Portfolio, its concentration policy
described in paragraph (1) under "Investment Policies -- Cash Reserves
Portfolio" or, in the case of Tax Free Reserves Portfolio, its policy with
respect to municipal obligations described in paragraph (1) under "Investment
Policies -- Tax Free Reserves Portfolio"), the Trust will hold a meeting of
the corresponding Fund's shareholders and will cast its vote as instructed by
the shareholders. Each Fund will vote the shares held by its shareholders who
do not give voting instructions in the same proportion as the shares of that
Fund's shareholders who do give voting instructions. Shareholders of the Funds
who do not vote will have no effect on the outcome of these matters.

Neither the Trust, on behalf of a Fund, nor a Portfolio may:

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

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

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

(4) make loans to other persons except (a) through the lending of
securities held by either the Fund or the Portfolio, but not in excess of
33 1/3% of the Fund's or the Portfolio's net assets, as the case may
be, (b) through the use of repurchase agreements (or, in the case of
Liquid Reserves, Cash Reserves Portfolio and Tax Free Reserves Portfolio,
fixed time deposits) or the purchase of short term obligations, or (c) by
purchasing all or a portion of an issue of debt securities of types
commonly distributed privately to financial institutions; for purposes of
this paragraph 4 the purchase of a portion of an issue of debt securities
which is part of an issue to the public (and in the case of Tax Free
Reserves, Tax Free Reserves Portfolio, Liquid Reserves and Cash Reserves
Portfolio, short term commercial paper) 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 Trust on
behalf of each Fund and the Portfolio reserve the freedom of action to
hold and to sell real estate acquired as a result of the ownership of
securities by the Fund or the Portfolio);

(6) in the case of Liquid Reserves and Cash Reserves Portfolio,
purchase securities of any one issuer (other than obligations of the U.S.
government, its agencies or instrumentalities, which may be purchased
without limitation) if immediately after such purchase more than 5% of the
value of its assets would be invested in the securities of such issuer
(provided, however, that the Trust may invest, on behalf of Liquid
Reserves, all of its assets in a diversified, open-end management
investment company with substantially the same investment objectives,
policies and restrictions as the Fund);

(7) in the case of U.S. Treasury Reserves and U.S. Treasury Reserves
Portfolio, concentrate its investment in any particular industry; provided
that nothing in this Investment Restriction is intended to affect the
ability to invest 100% of U.S. Treasury Reserves' assets in U.S. Treasury
Reserves Portfolio;

(8) in the case of Tax Free Reserves, Tax Free Reserves Portfolio,
Liquid Reserves and Cash Reserves Portfolio, concentrate its investments
in any particular industry, but, if it is deemed appropriate for the
achievement of its investment objective, up to 25% of the assets of Tax
Free Reserves, Tax Free Reserves Portfolio, Liquid Reserves or Cash
Reserves Portfolio, respectively (taken at market value at the time of
each investment) may be invested in any one industry, except that each of
Tax Free Reserves Portfolio and Cash Reserves Portfolio will invest at
least 25% of its assets and may invest up to 100% of its assets in bank
obligations; provided that, if the Trust withdraws the investment of Tax
Free Reserves from Tax Free Reserves Portfolio or Liquid Reserves from
Cash Reserves Portfolio, the Trust will invest the assets of the
applicable Fund in bank obligations to the same extent and with the same
reservation as its corresponding Portfolio; and provided, further that
nothing in this Investment Restriction is intended to affect Tax Free
Reserves' ability to invest 100% of its assets in Tax Free Reserves
Portfolio or Liquid Reserves' ability to invest 100% of its assets in Cash
Reserves Portfolio; or

(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.

For purposes of Investment Restriction (8) above, "bank obligations," when
used with respect to Tax Free Reserves and Tax Free Reserve Portfolio, shall
include bank participation interests in Municipal Obligations.

DESIGNATION OF ISSUER OF SECURITIES

For purposes of the investment restrictions described above for Tax Free
Reserves and Tax Free Reserves Portfolio, the issuer of a tax-exempt security
is deemed to be the entity (public or private) ultimately responsible for the
payment of principal of and interest on the security. When the assets and
revenues of an agency, authority, instrumentality or other political
subdivision are separate from those of the government creating the issuing
entity and a security is backed only by the assets and revenues of the entity,
the entity would be deemed to be the sole issuer of the security. Similarly,
in the case of an industrial development bond, if that bond is backed only by
the assets and revenues of the non-governmental user, then such non-
governmental user would be deemed to be the sole issuer. If, however, in
either case, the creating government or some other entity, such as an
insurance company or other corporate obligor, guarantees a security or a bank
issues a letter of credit, such a guarantee or letter of credit may, in
accordance with applicable Securities and Exchange Commission ("SEC") rules,
be considered a separate security and could be treated as an issue of such
government, other entity or bank.

PERCENTAGE AND RATING RESTRICTIONS

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

3. PERFORMANCE INFORMATION

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

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

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

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

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

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

<TABLE>
<CAPTION>
REDEEMABLE VALUE
ANNUALIZED OF A HYPOTHETICAL
TOTAL $1,000 INVESTMENT
PERIOD RATE OF RETURN AT THE END OF THE PERIOD
- ------ -------------- ------------------------
<S> <C> <C>
LIQUID RESERVES
October 2, 1992 (commencement of operations) to August 31,
1998 .................................................... 4.96% $1,056.91
Five Years ended August 31, 1998 .......................... 5.29% $1,293.98
One year ended August 31, 1998 ............................ 5.69% $1,331.62

U.S. TREASURY RESERVES
October 2, 1992 (commencement of operations) to August 31,
1998 .................................................... 4.53% $1,049.09
Five Years ended August 31, 1998 .......................... 4.81% $1,252.19
One year ended August 31, 1998 ............................ 5.12% $1,379.80

TAX FREE RESERVES
May 21, 1997 (commencement of operations) to August 31,
1998 .................................................... 3.51% $1,045.16
One year ended August 31, 1998 ............................ 3.49% $1,034.95
</TABLE>

The annualized yield of Liquid Reserves for the seven-day period ended
August 31, 1998 was 5.51%. The effective compound annualized yield of Liquid
Reserves for such period was 5.66%. The annualized yield of U.S. Treasury
Reserves for the seven-day period ended August 31, 1998 was 4.85%. The
effective compound annualized yield of U.S. Treasury Reserves for such period
was 4.97%, and the annualized tax equivalent yield of U.S. Treasury Reserves
for such period was 5.47% (assuming a combined state and local tax rate of
11.307% for New York City residents). The annualized yield of Tax Free
Reserves for the seven-day period ended August 31, 1998 was 3.25%. The
effective compounded annualized yield of Tax Free Reserves for such period was
3.30%, and the annualized tax equivalent yield of U.S. Tax Free Reserves for
such period was 5.38% (assuming a federal tax bracket of 39.60%).

4. DETERMINATION OF NET ASSET VALUE

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

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

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

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

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

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

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

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

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

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

5. MANAGEMENT

Each Fund and Portfolio is supervised by a Board of Trustees. In each
case, a majority of the Trustees are not affiliated with the Adviser. In
addition, a majority of the disinterested Trustees of the Funds are different
from a majority of the disinterested Trustees of their corresponding
Portfolios.

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

TRUSTEES OF THE TRUST

PHILIP W. COOLIDGE; 47* -- President of the Trust and the Portfolios; 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; 58 -- Professor, Babson College (since September, 1993);
Visiting Professor, Kellogg Graduate School of Management, Northwestern
University (September, 1992 to September, 1993); Professor, Darden Graduate
School of Business, University of Virginia (September, 1978 to September,
1993); Trustee, The Highland Family of Funds (March, 1997 to March, 1998). Her
address is 120 Goulding Street, Holliston, Massachusetts.

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

TRUSTEES OF THE PORTFOLIOS

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

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

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.

OFFICERS OF THE TRUST AND THE PORTFOLIOS

PHILIP W. COOLIDGE; 47* -- President of the Trust and the Portfolios; 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 Portfolios; Vice President, Signature Financial Group, Inc.
(since January, 1996); Paralegal and Compliance Officer, various financial
companies (July, 1992 to January, 1996).

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

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

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

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

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

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

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

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

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

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

TRUSTEES COMPENSATION TABLE

<TABLE>
<CAPTION>
AGGREGATE AGGREGATE AGGREGATE
COMPENSATION COMPENSATION COMPENSATION TOTAL COMPENSATION
FROM FROM U.S. FROM TAX FROM THE TRUST
TRUSTEE LIQUID RESERVES(1) TREASURY RESERVES(1) FREE RESERVES(1) AND COMPLEX(2)
- ------- ------------------ -------------------- ---------------- --------------
<S> <C> <C> <C> <C>
Philip W. Coolidge .......................... $ 0 $ 0 $ 0 $ 0
Riley C. Gilley ............................. $ 8,509 $ 2,392 $ 1,118 $50,000
Diana R. Harrington ......................... $13,112 $ 3,076 $ 1,288 $57,000
Susan B. Kerley ............................. $13,875 $ 3,191 $ 1,217 $59,000

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

(1) For the fiscal year ended August 31, 1998.
(2) Information relates to the fiscal year ended August 31, 1998. Messrs. Coolidge and Gilley and Mses. Harrington and Kerley
are trustees of 49, 33, 28 and 28 Funds, respectively, of the family of open-end registered investment companies advised
or managed by Citibank.
</TABLE>

As of December 30, 1998, all Trustees and officers as a group owned less
than 1% of each Fund's outstanding shares. As of the same date, more than 95%
of the outstanding shares of Liquid Reserves, U.S. Treasury Reserves and Tax
Free Reserves were held of record by Citibank or an affiliate, as a
Shareholder Servicing Agent of the Funds, for the accounts of their respective
clients.

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

ADVISER

Citibank manages the assets of each Portfolio pursuant to separate
investment advisory agreements (the "Advisory Agreements"). Subject to such
policies as the Board of Trustees of a Portfolio 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 Portfolios'
investments and effecting securities transactions for each Portfolio. Each of
the Advisory Agreements will continue in effect as long as such continuance is
specifically approved at least annually by the Board of Trustees of the
applicable Portfolio or by a vote of a majority of the outstanding voting
securities of the applicable Portfolio, and, in either case, by a majority of
the Trustees of the applicable Portfolio who are not parties to such Advisory
Agreement or interested persons of any party to the Advisory Agreements, at a
meeting called for the purpose of voting on the Advisory Agreement.

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

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

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

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

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

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

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

ADMINISTRATORS

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

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

LIQUID RESERVES: For the fiscal years ended August 31, 1996, 1997 and
1998, the fees paid to CFBDS from Liquid Reserves under the Administrative
Services Agreement, after waivers, were $976,156, $1,080,704 and $2,731,366,
respectively. For the fiscal years ended August 31, 1996, 1997 and 1998, the
fees payable to SFG from Cash Reserves Portfolio under the Administrative
Services Agreement were voluntarily waived.

U.S. TREASURY RESERVES: For the fiscal years ended August 31, 1996, 1997
and 1998, the fees paid from U.S. Treasury Reserves to CFBDS under the
Administrative Services Agreement, after waivers, were $121,689, $321,940 and
$299,208, respectively. For the fiscal years ended August 31, 1996, 1997 and
1998, the fees payable to CFBDS under the Administrative Services Agreement
with U.S. Treasury Reserves Portfolio were voluntarily waived.

TAX FREE RESERVES: For the fiscal period ended August 31, 1997, the fees
payable from Tax Free Reserves to CFBDS under the Administrative Services
Agreement were voluntarily waived. For the fiscal year ended August 31, 1998,
all fees payable from Tax Free Reserves to CFBDS under the Administrative
Services Agreement were voluntarily waived. For the fiscal years ended August
31, 1996 and 1997, the fees paid to CFBDS under the Administrative Services
Agreement with Tax Free Reserves Portfolio, after waivers, were $180,025 and
$79,252, respectively. For the fiscal year ended August 31, 1998, all fees
payable to CFBDS under the Administrative Services Agreement with Tax Free
Reserves Portfolio were voluntarily waived.

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

The Administrative Services Agreement with the Trust continues in effect
as to a Fund if such continuance is specifically approved at least annually by
the Trust's Board of Trustees or by a vote of a majority of the outstanding
voting securities of such Fund and, in either case, by a majority of the
Trustees of the Trust who are not interested parties of the Trust or CFBDS.
The Administrative Services Agreement with the Trust terminates automatically
if it is assigned and may be terminated as to a Fund by the Trust without
penalty by vote of a majority of the outstanding voting securities of the Fund
or by either party on not more than 60 days' nor less than 30 days' written
notice. The Administrative Services Agreement with the Trust also provides
that neither CFBDS nor its personnel shall be liable for any error of judgment
or mistake of law or for any act or omission in the administration or
management of the 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 Administrative
Services Agreement.

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

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

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

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

DISTRIBUTOR

The Trust has adopted a Distribution Plan (the "Distribution Plan") in
accordance with Rule 12b-1 under the 1940 Act after having concluded that
there is a reasonable likelihood that the Distribution Plan will benefit the
Funds and their shareholders. The Distribution Plan provides that the
Distributor receives a fee from each Fund at an annual rate not to exceed
0.10% of the Fund's average daily net assets.

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

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

LIQUID RESERVES: For the fiscal years ended August 31, 1996, 1997 and
1998, all fees payable from Liquid Reserves to the Distributor under the
Distribution Agreement were voluntarily waived.

U.S. TREASURY RESERVES: For the fiscal year ended August 31, 1996, the
fees paid from U.S. Treasury Reserves to the Distributor under the
Distribution Agreement, after waivers, were $1,220. For the fiscal years ended
August 31, 1997 and 1998 all fees payable from U.S. Treasury Reserves to the
Distributor under the Distribution Agreement were voluntarily waived.

TAX FREE RESERVES: For the fiscal period ended August 31, 1997 and the
fiscal year ended August 31, 1998, the fees payable from Tax Free Reserves to
the Distributor under the Distribution Agreement were voluntarily waived.

SHAREHOLDER SERVICING AGENTS, TRANSFER AGENT AND CUSTODIAN

The Trust has adopted an Administrative Services Plan (the "Administrative
Plan") which provides that the Trust may obtain the services of an
administrator, a transfer agent, a custodian and one or more Shareholder
Servicing Agents, and may enter into agreements providing for the payment of
fees for such services. Under the Administrative Plan, the aggregate of the
fee paid to the Administrator from each Fund and the fees paid to the
Shareholder Servicing Agents from each Fund may not exceed 0.45% of the
applicable Fund's average daily net assets on an annualized basis for the
Fund's then-current fiscal year. The Administrative Plan continues in effect
if such continuance is specifically approved at least annually by a vote of
both a majority of the Trust's Trustees and a majority of the Trust's Trustees
who are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of the Administrative Plan or in
any agreement related to such Plan ("Qualified Trustees"). The Administrative
Plan requires that the Trust provide to the Trust's Board of Trustees and the
Trust's Board of Trustees review, at least quarterly, a written report of the
amounts expended (and the purposes therefor) under the Administrative Plan.
The Administrative Plan may be terminated at any time with respect to a Fund
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 the Fund. The 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 a Fund and may not be materially amended in any case
without a vote of the majority of both the Trust's Trustees and the Trust's
Qualified Trustees.

The Trust has entered into a shareholder servicing agreement (a "Servicing
Agreement") with each Shareholder Servicing Agent pursuant to which that
Shareholder Servicing Agent provides shareholder services, including answering
customer inquiries, assisting in processing purchase, exchange and redemption
transactions and furnishing Fund communications to shareholders. For services
provided under each Servicing Agreement, each Shareholder Servicing Agent
receives fees from each Fund at an annual rate of 0.10% of the average daily
net assets of the Fund represented by shares owned by investors for whom such
Shareholder Servicing Agent maintains a servicing relationship. Some
Shareholder Servicing Agents may impose certain conditions on their customers
in addition to or different from those imposed by the Funds, such as requiring
a minimum initial investment or charging their customers a direct fee for
their services. Each Shareholder Servicing Agent has agreed to transmit to its
customers who are shareholders of a Fund appropriate prior written disclosure
of any fees that it may charge them directly and to provide written notice at
least 30 days prior to imposition of any transaction fees. For the fiscal
years ended August 31, 1996, 1997 and 1998, the aggregate fees payable from
Liquid Reserves to Shareholder Servicing Agents under the Servicing Agreement
were voluntarily waived. For the fiscal years ended August 31, 1996, 1997 and
1998, the aggregate fees payable from U.S. Treasury Reserves to Shareholder
Servicing Agents under the Servicing Agreements were voluntarily waived. For
the fiscal period ended August 31, 1997 and the fiscal year ended August 31,
1998, all aggregate fees payable from Tax Free Reserves to Shareholder
Servicing Agents under the Servicing Agreement were voluntarily waived.

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

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

6. PORTFOLIO TRANSACTIONS

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

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

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

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

7. DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

The Trust's Declaration of Trust permits the Trust's Board of Trustees to
issue an unlimited number of full and fractional shares of beneficial interest
($0.00001 par value) of each series and to divide or combine the shares of any
series into a greater or lesser number of shares of that series without
thereby changing the proportionate beneficial interests in that series. In
addition to the Funds, there is currently one other series of the Trust,
CitiFunds Institutional Cash Reserves. Each share represents an equal
proportionate interest in a Fund with each other share. Upon liquidation or
dissolution of a Fund, the Fund's shareholders are entitled to share pro rata
in the Fund's net assets available for distribution to its shareholders. The
Trust reserves the right to create and issue additional series of shares.
Shares of each series participate equally in the earnings, dividends and
distribution of net assets of the particular series upon the liquidation or
dissolution of the series. Shares of each series are entitled to vote
separately to approve advisory agreements or changes in investment policy, but
shares of all series may vote together in the election or selection of
Trustees and accountants for the Trust. In matters affecting only a particular
series, only shares of that series 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 and has no
present intention of holding annual meetings of shareholders but the Trust
will hold special meetings of a Fund's shareholders when in the judgment of
the Trust's Trustees it is necessary or desirable to submit matters for a
shareholder vote. Shareholders have under certain circumstances (e.g., upon
application and submission of certain specified documents to the Trustees by a
specified number of shareholders) the right to communicate with other
shareholders in connection with requesting a meeting of shareholders for the
purpose of removing one or more Trustees. Shareholders also have the right to
remove one or more Trustees without a meeting by a declaration in writing by a
specified number of shareholders. No material amendment may be made to the
Trust's Declaration of Trust without the affirmative vote of the holders of a
majority of its outstanding shares.

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 it receives for all other shares of which it
is the holder of record. Shares have no preference, pre-emptive, conversion or
similar rights. Shares, when issued, are fully paid and non-assessable, except
as set forth below.

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 the vote of the holders
of two-thirds of the Trust's outstanding shares voting as a single class, or
of the affected series of the Trust, as the case may be, except that if the
Trustees of the Trust recommend such sale of assets, merger or consolidation,
the approval by vote of the holders of a majority of the Trust's or the
affected series' outstanding shares would be sufficient. 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.

Share certificates will not be 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
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 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 protects a Trustee
against any liability to which he or she would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his or her office.

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

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

8. CERTAIN ADDITIONAL TAX MATTERS

Each of the Funds has elected to be treated and intends to qualify each
year as a "regulated investment company" under Subchapter M of the 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 and all of
a Fund's net investment income and realized capital gains are distributed to
shareholders in accordance with the timing requirements imposed by the Code,
no federal income or excise taxes will be required to be paid by the Fund. If
a Fund should fail to qualify as a regulated investment company for any year,
the Fund would incur a regular corporate federal and state income tax upon its
taxable income and Fund distributions would generally be taxable as ordinary
dividend income to shareholders. Each of the Portfolios believes that it will
not be required to pay any federal and state income or excise taxes.

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

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

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

9. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

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

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

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

The audited financial statements of Tax Free Reserves (Statement of Assets
and Liabilities at August 31, 1998, Statement of Operations for the year ended
August 31, 1998, Statement of Changes in Net Assets for the year ended August
31, 1998 and the period from May 21, 1997 (commencement of operations) to
August 31, 1997, Financial Highlights for the year ended August 31, 1998 and
the period from May 21, 1997 (commencement of operations) to August 31, 1997,
Notes to Financial Statements and Independent Auditors' Report) and of Tax
Free Reserves Portfolio (Portfolio of Investments at August 31, 1998,
Statement of Assets and Liabilities at August 31, 1998, Statement of
Operations for the year ended August 31, 1998, Statement of Changes in Net
Assets for the years ended August 31, 1998 and 1997, Financial Highlights for
each of the years in the five-year period ended August 31, 1998, Notes to
Financial Statements and Independent Auditors' Report), each of which is
included in the Annual Report to Shareholders of Tax Free Reserves are
incorporated by reference into this Statement of Additional Information and have
been so incorporated in reliance upon the report of Deloitte & Touche LLP,
independent accountants, as experts in accounting and auditing.

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

<PAGE>

APPENDIX

RATINGS OF MUNICIPAL OBLIGATIONS*

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Note rating symbols and definitions are as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

SHAREHOLDER SERVICING AGENTS

FOR PRIVATE BANKING CLIENTS:
CITIBANK, N.A.
The Citibank Private Bank
153 East 53rd Street, New York, NY 10043
Call Your Citibank Private Banking Account Officer, Registered Representative
or (212) 559-5959

FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
CITIBANK, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY l0043
(212) 559-7117

FOR NORTH AMERICAN INVESTOR SERVICES CLIENTS:
CITIBANK, N.A.
111 Wall Street, New York, NY 10043
Call Your Account Manager or (212) 657-9100

<PAGE>

CITIFUNDS(SM) INSTITUTIONAL LIQUID RESERVES
CITIFUNDS(SM) INSTITUTIONAL U.S. TREASURY RESERVES
CITIFUNDS(SM) INSTITUTIONAL TAX FREE RESERVES

TRUSTEES AND OFFICERS
Philip W. Coolidge, President*
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley

SECRETARY
Linda T. Gibson*

TREASURER
John R. Elder*

*Affiliated Person of Administrator and Distributor
- -------------------------------------------------------

INVESTMENT ADVISER
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

ADMINISTRATOR AND DISTRIBUTOR
CFBDS, Inc.
21 Milk Street, Boston, MA 02109
(617) 423-1679

TRANSFER AGENT AND CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

AUDITORS
(FOR CITIFUNDS INSTITUTIONAL LIQUID RESERVES)
PricewaterhouseCoopers LLP
160 Federal Street, Boston, MA 02110

(FOR CITIFUNDS INSTITUTIONAL U.S. TREASURY RESERVES AND
CITIFUNDS INSTITUTIONAL TAX FREE RESERVES)
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

LEGAL COUNSEL
Bingham Dana LLP
150 Federal Street, Boston, MA 02110
- -------------------------------------------------------

SHAREHOLDER SERVICING AGENTS
(See Inside of Cover)

<PAGE>
PROSPECTUS

JANUARY 4, 1999

CITIFUNDS(SM)
INSTITUTIONAL CASH RESERVES

CITIBANK, N.A., INVESTMENT MANAGER

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

TABLE OF CONTENTS

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

YOUR CITIFUNDS(SM) ACCOUNT .............................................. 10
HOW TO BUY SHARES .................................................... 10
HOW THE PRICE OF YOUR SHARES IS CALCULATED ........................... 11
HOW TO SELL SHARES ................................................... 11
EXCHANGES ............................................................ 12
DIVIDENDS ............................................................ 13
TAX MATTERS .......................................................... 13

MANAGEMENT OF THE FUND .................................................. 15
INVESTMENT ADVISER ................................................... 15
ADVISORY FEES ........................................................ 15
DISTRIBUTION ARRANGEMENTS ............................................ 15

MORE ABOUT THE FUND ..................................................... 18
PRINCIPAL INVESTMENT STRATEGIES ...................................... 18
RISKS ................................................................ 21

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

<PAGE>
FUND AT A GLANCE

FUND AT A GLANCE

CitiFunds(SM) Institutional Cash Reserves is a money market
fund. Money market funds must follow strict rules about the
quality, maturity and other features of securities they
purchase. The Fund also tries to maintain a share price of
$1.00 while paying income to shareholders. However, no money
market fund guarantees that you will receive your money back.

CITIFUNDS INSTITUTIONAL CASH RESERVES

This summary briefly describes CitiFunds Institutional Cash
Reserves and the principal risks of investing in it. For more
information, see "More About the Fund" on page 18.

FUND GOAL

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

MAIN INVESTMENT STRATEGIES

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

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

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

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

o commercial paper and asset backed securities.

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

MAIN RISKS

The principal risks of investing in the Fund are described
below. See page 21 for more information about risks.

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

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

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

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

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

FUND PERFORMANCE

The Fund began operations in 1997. The Fund's total return for
the fiscal year ended August 31, 1998 is provided in the
"Financial Highlights" section of this prospectus.

FUND FEES AND EXPENSES

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

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

SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT

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

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

ANNUAL FUND OPERATING EXPENSES
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

..............................................................................

CLASS I
..............................................................................
Management Fees 0.20%
..............................................................................
Distribution (12b-1) Fees (includes service fees) 0.00%
..............................................................................
Other Expenses 0.14%
..............................................................................
TOTAL ANNUAL FUND OPERATING EXPENSES 0.34%
..............................................................................

CLASS L
..............................................................................
Management Fees 0.20%
..............................................................................
Distribution (12b-1) Fees (includes service fees) 0.10%
..............................................................................
Other Expenses 0.14%
..............................................................................
TOTAL ANNUAL FUND OPERATING EXPENSES 0.44%
..............................................................................

CLASS O
..............................................................................
Management Fees 0.20%
..............................................................................
Distribution (12b-1) Fees (includes service fees) 0.05%
..............................................................................
Other Expenses 0.14%
..............................................................................
TOTAL ANNUAL FUND OPERATING EXPENSES 0.39%
..............................................................................

CLASS S
..............................................................................
Management Fees 0.20%
..............................................................................
Distribution (12b-1) Fees (includes service fees) 0.25%
..............................................................................
Other Expenses 0.14%
..............................................................................
TOTAL ANNUAL FUND OPERATING EXPENSES 0.59%
- --------------------------------------------------------------------------------

Certain Fund service providers voluntarily waived fees and reimbursed expenses
in the amount of 0.19% of average daily net assets represented by Class L shares
through August 31, 1998 in order to prevent total expenses from exceeding 0.25%
of average daily net assets represented by Class L shares. Because Class I
shares, Class O shares and Class S shares were not offered during the Fund's
most recent fiscal year, certain figures in this table are based on estimated
amounts for the current fiscal year. Waivers can be reduced or terminated at any
time.

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

EXAMPLE

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

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

CITIFUNDS INSTITUTIONAL CASH RESERVES

..............................................................................
1 Year 3 Years 5 Years 10 Years
..............................................................................
Class I shares $35 $109 N/A N/A
..............................................................................
Class L shares $45 $141 $244 $545
..............................................................................
Class O shares $40 $125 N/A N/A
..............................................................................
Class S shares $46 $144 N/A N/A

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

YOUR CITIFUNDS ACCOUNT

HOW TO BUY SHARES

Shares of the Fund 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 Service Agents)
that has entered into a service agreement with the distributor
concerning the Fund. You may purchase Class I, Class L, Class
O or Class S shares (if available through your Service Agent)
with different expense levels. You pay no sales charge (load)
to invest in the Fund. The Fund and the Transfer Agent have
the right to reject any purchase order or cease offering Fund
shares at any time.

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

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

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

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

HOW THE PRICE OF YOUR SHARES IS CALCULATED

The Fund calculates its net asset value (NAV) every day the
New York Stock Exchange is open for trading at 5:00 p.m.
Eastern time. 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 at
amortized cost, which is approximately equal to market value.

HOW TO SELL SHARES

You may sell your shares on any business day without a sales
charge at the NAV (normally $1.00 per share) next determined
after your redemption request has been received by your
Service Agent. You may contact your Service Agent in writing
or, if your Service Agent permits, by telephone. All
redemption requests must be in proper form, as determined by
your Service Agent.

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

EXCHANGES

You may exchange your shares of the Funds for shares of
certain CitiFunds or other funds managed by Citibank. Your
Service Agent can provide you with more information, including
a prospectus for any fund to be acquired through an exchange.
If your account application allows, you may arrange the
exchange by telephone.

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

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

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

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

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

To qualify for this reduction or elimination of the sales
charge, you must notify your Transfer Agent, or if you are a
customer of a Service Agent, your Service Agent, at the time
of exchange. You may need to provide documentation to confirm
your entitlement to the sales charge elimination or reduction.

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

DIVIDENDS

Each business day when the Fund determines its NAV it
calculates its net income and declare dividends for all
shareholders of record. Shares begin to accrue dividends on
the day they are purchased. You will not receive dividends for
the day on which you redeem your shares. Dividends are
distributed once a month, on or before the last business day
of the month. Unless you choose to receive your dividends in
cash, we will distribute 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.

TAXATION OF DISTRIBUTIONS: You normally will have to pay
federal income tax, and any state or local taxes, on any
distributions you receive from the Fund, whether you take
distributions in cash or reinvest them in shares.
Distributions designated as capital gain dividends are taxable
as long-term capital gains. Other distributions are generally
taxable as ordinary income. Some dividends paid in January may
be taxable as if they had been paid the previous December.
Distributions derived from interest on U.S. government
obligations may be exempt from certain state and local taxes.

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

Fund dividends that are excludable from shareholders' gross
income for federal income tax purposes may not necessarily be
exempt from the income or other tax laws of any state or local
taxing authority. You should consult your own tax adviser in
this regard.

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 it pays to you if you fail to provide
this information or otherwise violate IRS regulations.

FOREIGN SHAREHOLDERS: 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.
Distributions received from the Fund by non-U.S. persons also
may be subject to tax under the laws of their own
jurisdictions.
<PAGE>
MANAGEMENT OF THE FUND

MANAGEMENT OF THE FUND

INVESTMENT ADVISER

The Fund 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 has been managing money since 1822. With
its affiliates, it currently manages more than $290 billion in
assets worldwide. Citibank is a wholly-owned subsidiary of
Citicorp, which is, in turn, a wholly-owned subsidiary of
Citigroup Inc. Citigroup Inc. was formed as a result of the
merger of Citicorp and Travelers Group, Inc., which was
completed on October 8, 1998. Citibank's address is 153 East
53rd Street, New York, New York. "CitiFunds" is a service mark
of Citicorp.

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

ADVISORY FEES

For the services it provided under its investment advisory
agreement for the Fund's fiscal year ended August 31, 1998
Citibank received, after waivers, a fee of 0.06% of the Fund's
average daily net assets.

DISTRIBUTION ARRANGEMENTS

The Fund does not charge any sales loads, deferred sales loads
or other fees in connection with the purchase of shares.

The Fund has adopted separate service plans under rule 12b-1
under the Investment Company Act of 1940 pertaining to Class
I, Class L, Class O and Class S shares. The service plans
allow the Fund to pay the distributor, Service Agents or
others, in connection with each class of shares, a monthly
service fee as a percentage of the average daily net assets
represented by such class of shares, at an annual rate not to
exceed the following:

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

Class I 0.00%
..............................................................................
Class L 0.10%
..............................................................................
Class O 0.05%
..............................................................................
Class S 0.25%

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

These fees may be used to make payments to the Distributor for
distribution services, and to Service Agents or others as
compensation for the sale of Fund shares, for advertising,
marketing or other promotional activity, or for providing
personal service or the maintenance of shareholder accounts.
Because fees under the plans are paid out of Fund assets, over
time these fees will increase the cost of your investment and
may cost you more than paying other types of sales charges.

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

From time to time, the Distributor or Citibank may provide
additional promotional bonuses, incentives or payments to
dealers that sell shares of the 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.

MORE ABOUT THE FUND

The Fund's goals, 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 be
important in trying to achieve its investment goals. Of
course, there can be no assurance that the Fund will achieve
its goals. 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.

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

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

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

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

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

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

INVESTMENT STRUCTURE

The Fund has reserved the right to invest in securities
through an underlying mutual fund having the same goals and
strategies. Shareholders will be given at least 30 days prior
written notice before any such change in investment structure
is implemented.

RISKS

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

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

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

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

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

CONCENTRATION. The Fund concentrates in bank obligations. This
means that an investment in the Fund is particularly
susceptible to events affecting the banking industry. Banks
are highly regulated. Decisions by regulators may limit the
loans banks make and the interest rates and fees they charge,
and may reduce bank profitability. Banks also depend on being
able to obtain funds at reasonable costs to finance their
lending operations. This makes them sensitive to changes in
money market and general economic conditions. When a bank's
borrowers get in financial trouble, their failure to repay the
bank will also affect the bank's financial situation.

YEAR 2000. The Fund could be adversely affected if the
computer systems used by the Fund or its service providers are
not programmed to process information accurately 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.

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

<PAGE>

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<PAGE>
FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance for the period October 17, 1997 (commencement of
operations) to August 31, 1998. Certain information reflects financial results
for a single Fund share. The total returns in the table represent the rate
that an investor would have earned or lost on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information
has been audited by Deloitte & Touche LLP, whose report, along with the Fund's
financial statements, are included in the annual report which is available
upon request.

CITIFUNDS INSTITUTIONAL CASH RESERVES
CLASS L SHARES
(No Class S, Class I or Class O shares were outstanding during this period)

For the Period
October 17, 1997+
to
August 31, 1998
................................................................................
Net asset value, beginning of period $1.00000
Net investment income 0.04736
Less dividends from net investment income (0.04736)
................................................................................
Net asset value, end of period $1.00000
................................................................................
Total return 4.84%**
................................................................................
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $245,520
Ratio of expenses to average net assets 0.25%*
Ratio of net investment income to average net assets 5.47%*

Note: If agents of the Fund had not voluntarily waived all or a portion of its
fees from the Fund for the period indicated and the expenses were not reduced
for the fees paid indirectly the ratios and net investment income per share
would have been as follows:

Net investment income per share $0.04571
RATIOS:
Expenses to average net assets 0.44%*
Net investment income to average net assets 5.28%*

* Annualized
** Not annualized
+ Commencement of Operations
<PAGE>

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<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.

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

The SAI is also available from the Securities and Exchange
Commission. You can find it on the SEC Internet site at http:/
/www.sec.gov. Information about the 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: 811-6740 CICR199
<PAGE>

Statement of
Additional Information
January 4, 1999

CITIFUNDS(SM) INSTITUTIONAL CASH RESERVES

This Statement of Additional Information sets forth information which may
be of interest to investors but which is not necessarily included in the
Prospectus, dated January 4, 1999, for CitiFunds(SM) Institutional Cash
Reserves (the "Fund"). This Statement of Additional Information should be read
in conjunction with the Prospectus, a copy of which may be obtained by an
investor without charge by contacting the Fund's Distributor (see back cover
for address and phone number).

The Fund is series of CitiFunds(SM) Institutional Trust (the "Trust"). The
address and telephone number of the Trust are 21 Milk Street, Boston,
Massachusetts 02109, (617) 423-1679.

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

1. The Fund ............................................................. 2
2. Investment Objective, Policies and Restrictions ...................... 2
3. Performance Information .............................................. 8
4. Determination of Net Asset Value ..................................... 9
5. Additional Information on the Purchase and Sale of Fund Shares ....... 10
6. Management ........................................................... 10
7. Portfolio Transactions ............................................... 14
8. Description of Shares, Voting Rights and Liabilities ................. 15
9. Certain Additional Tax Matters ....................................... 16
10. Independent Accountants and Financial Statements ..................... 16

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 FUND

The Fund is a type of mutual fund commonly referred to as a "money market
fund." The net asset value of the Fund's shares is expected to remain constant
at $1.00, although there can be no assurance that this will be so on a
continuing basis. (See "Determination of Net Asset Value.")

Citibank, N.A. ("Citibank" or the "Manager") is the investment adviser and
also provides certain administrative services to the Fund. Citibank manages
the investments of the Fund from day to day in accordance with the Fund's
investment objective and policies. The selection of investments for the Fund,
and the way they are managed, depend on the conditions and trends in the
economy and the financial marketplaces.

The Board of Trustees of the Trust provides broad supervision over the
affairs of the Trust. Shares of the Fund are continuously sold by CFBDS, Inc.,
the Fund's distributor ("CFBDS" or the "Distributor"). Shares are sold at net
asset value. Although shares of the Fund are sold without a sales load, CFBDS
may receive fees from the Fund pursuant to a Service Plan adopted in
accordance with Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act").

2. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide shareholders with
liquidity and as high a level of current income as is consistent with the
preservation of capital.

The investment objective of the Fund may be changed without approval by
shareholders. Of course, there can be no assurance that the Fund will achieve
its investment objective.

INVESTMENT POLICIES

The Prospectus contains a discussion of the principal investment
strategies of the Fund and certain risks of investing in the Fund. The
following supplements the information contained in the Prospectus concerning
the investment objective, policies and techniques of the Fund, and contains
more information about the various types of securities in which the Fund may
invest and the risks involved in such investments.

Except for the concentration policy with respect to bank obligations
described in paragraph (1) below, which is fundamental and may not be changed
without the approval of the Fund's shareholders, the approval of the Fund's
shareholders would not be required to change any of its investment policies.

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

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

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

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

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

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

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

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

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

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

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

ASSET-BACKED SECURITIES

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

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

REPURCHASE AGREEMENTS

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

LENDING OF SECURITIES

Consistent with applicable regulatory requirements and in order to
generate income, 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 ("NYSE") (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 the
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 Manager to be of good standing, and when, in the judgment of the
Manager, 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
Manager determines to make loans, it is not intended that the value of the
securities loaned by the Fund would exceed 30% of the value of its net assets.

PRIVATE PLACEMENTS AND ILLIQUID INVESTMENTS

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

"WHEN-ISSUED" SECURITIES

In order to ensure the availability of suitable securities, the Fund may
purchase securities on a "when-issued" or on a "forward delivery" basis, which
means that the securities would be delivered to the Fund at a future date
beyond customary settlement time. Under normal circumstances, the Fund takes
delivery of the securities. In general, the purchaser does not pay for the
securities until received and does not start earning interest until the
contractual settlement date. While awaiting delivery of the securities, the
Fund establishes a segregated account consisting of cash, cash equivalents or
high quality debt securities equal to the amount of the Fund's commitments to
purchase "when-issued" securities. 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.

INVESTMENT RESTRICTIONS

The Trust, on behalf of the Fund, has adopted the following policies which
may not be changed without approval by holders of a "majority of the
outstanding voting securities" of the Fund, 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 present at a meeting, if the holders
of more than 50% of the outstanding "voting securities" of the Fund are
present or represented by proxy, or (ii) more than 50% of the outstanding
"voting securities" of the Fund. The term "voting securities" as used in this
paragraph has the same meaning as in the 1940 Act. The Fund will vote the
shares held by its shareholders who do not give voting instructions in the
same proportion as the shares of the Fund's shareholders who do give voting
instructions. Shareholders of the Fund who do not vote will have no effect on
the outcome of these matters.

THE FUND MAY NOT:

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

(2) Underwrite securities issued by other persons, except that all or
any portion of the assets of the Fund may be invested in one or more
investment companies, to the extent not prohibited by the 1940 Act, the
rules and regulations thereunder, and exemptive orders granted under such
Act and except insofar as the Fund may technically be deemed an
underwriter under the Securities Act of 1933 in selling a security for the
Fund.

(3) Make loans to other persons except (a) through the lending of the
Fund's portfolio securities and provided that any such loans not exceed
30% of the Fund's total assets (taken at market value), (b) through the
use of repurchase agreements, fixed time deposits 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. The purchase of short-term commercial paper or a portion of
an issue of debt securities which is part of an issue to the public shall
not be considered the making of a loan.

(4) 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 from purchasing or selling
futures contracts or options thereon, and the Fund reserves the freedom of
action to hold and to sell real estate acquired as a result of the
ownership of securities by the Fund).

(5) Purchase securities of any one issuer if such purchase at the time
thereof would cause as to 75% of the Fund's total assets more than 5% of
the Fund'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, any state or political subdivision thereof, or any
political subdivision of any such state, or any agency or instrumentality
of the United States or of any state or of any political subdivision of
any state), 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 provided further that
the Fund may invest all or any portion of its assets in one or more
investment companies, to the extent not prohibited by the 1940 Act, the
rules and regulations thereunder, and exemptive orders granted under such
Act.

(6) Concentrate the Fund's investments in any particular industry,
but, if it is deemed appropriate for the achievement of the Fund's
investment objective, up to 25% of the Fund's assets, at market value at
the time of each investment, may be invested in any one industry, except
that positions in futures contracts shall not be subject to this
restriction, and except that the Fund will invest at least 25% of its
assets and may invest up to 100% of its assets in bank obligations.

(7) Issue any senior security (as that term is defined in the 1940
Act) if such issuance is specifically prohibited by the 1940 Act or the
rules and regulations promulgated thereunder.

PERCENTAGE AND RATING RESTRICTIONS

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

3. PERFORMANCE INFORMATION

Fund performance may be quoted in advertising, shareholder reports and
other communications in terms of yield, effective yield 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.

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

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 and is compounded to include the
value of any shares purchased with any dividends or capital gains declared
during such period. A total rate of return quotation for 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. Period
total rate of return may be annualized. An annualized total rate of return
assumes that the period total rate of return is generated over a one-year
period. Any annualized total rate of return quotation is calculated by (x)
adding 1 to the period total rate of return quotation calculated above, (y)
raising such sum to a power which is equal to 365 divided by the number of
days in such period, and (z) subtracting 1 from the result.

Set forth below is total rate of return information for the Class L shares
of the Fund, assuming that dividends and capital gains distributions, if any,
were reinvested, for the Fund for the period indicated, at the beginning of
which periods no sales charges were applicable to purchases of shares of the
Fund. The Class I, O and S shares of the Fund have no investment history.
Performance results include any applicable fee waivers or expense subsidies in
place during the time period, which may cause the results to be more favorable
than they would otherwise have been.

REDEEMABLE VALUE
OF A HYPOTHETICAL
$1,000 INVESTMENT
ANNUALIZED TOTAL AT THE END
PERIOD RATE OF RETURN OF THE PERIOD
- ------ -------------- -------------

October 17, 1997 (commencement of
operations) to August 31, 1998 4.84% $1,048.39

The annualized yield of the for the seven-day period ended August 31, 1998
was 5.40%. The effective compound annualized yield of the Class L shares of
the Fund for such period was 5.55%.

For advertising and sales purposes, the Fund will generally use the
performance of Class L shares. All outstanding Fund shares were designated
Class L shares on January 4, 1999. If the performance of Class I, Class O or
Class S shares is used for advertising and sales purposes, performance after
class inception will be actual performance, while performance prior to that
date will be Class L performance.

4. DETERMINATION OF NET ASSET VALUE

The net asset value of each class of the shares of the Fund is determined on
each day on which the NYSE is open for trading. This determination is made once
during each such day as of 4:00 p.m. by dividing the value of the Fund's net
assets (i.e., the value of its assets attributable to a class less its
liabilities, including expenses payable or accrued) by the number of the shares
of the class outstanding at the time the determination is made. As of the date
of this Statement of Additional Information, the NYSE is open for trading every
weekday except for the following holidays (or the days on which they are
observed): New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. It is anticipated that the net asset value of each share of the
Fund will remain constant at $1.00 and, although no assurance can be given that
it will be able to do so on a continuing basis, as described below, the Fund
employs specific investment policies and procedures to accomplish this result.

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

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

Subject to compliance with applicable regulations, the Trust has reserved
the right to pay the redemption price of shares of the Fund, 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 being
sold. If a holder of shares received a distribution in kind, such holder could
incur brokerage or other charges in converting the securities to cash.

Shareholders may redeem Fund shares by sending written instructions in
proper form (as determined by the Transfer Agent or the shareholder's Service
Agent) to the Transfer Agent, or if shareholders are customers of a Service
Agent, their Service Agent. Shareholders are responsible for ensuring that a
request for redemption is in proper form.

Shareholders may redeem or exchange Fund shares by telephone, if their
account applications so permit, by calling the Transfer Agent or, If they are
customers of a Service Agent, their Service 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 Service Agent will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine.
These procedures may include recording of the telephone instructions and
verification of a caller's identity by asking for the shareholder's name,
address, telephone number, Social Security number or taxpayer identification
number, and account number. If these or other reasonable procedures are not
followed, the Fund, the Transfer Agent or the Service Agent may be liable for
any losses to a shareholder due to unauthorized or fraudulent instructions.
Otherwise, the shareholders will bear all risk of loss relating to a
redemption or exchange by telephone.

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

5. ADDITIONAL INFORMATION ON THE PURCHASE
AND SALE OF FUND SHARES

As described in the Prospectus, the Fund provides you with alternative
ways of purchasing shares based upon your individual investment needs. All
Fund shares held prior to January 4, 1999 have been redesignated Class L
shares.

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 each class has exclusive voting rights with respect to any
distribution or service 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.

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.

6. MANAGEMENT

The Fund is supervised by a Board of Trustees. The Trustees and officers
of the Trust, their ages and their principal occupations during the past five
years are set forth below. Their titles may have varied during that period.
Asterisks indicate that those Trustees and officers are "interested persons"
(as defined in the 1940 Act) of the Trust. Unless otherwise indicated below,
the address of each Trustee and officer is 21 Milk Street, Boston,
Massachusetts.

TRUSTEES OF THE TRUST

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

OFFICERS OF THE TRUST

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

CHRISTINE A. DRAPEAU; 28* -- Assistant Secretary and Assistant Treasurer of
the 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; 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; 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; Senior Vice President,
Signature Financial Group, Inc.; Secretary, CFBDS.

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

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

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

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

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

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

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

TRUSTEES COMPENSATION TABLE

<TABLE>
<CAPTION>
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED FROM THE REGISTRANT
COMPENSATION ACCRUED AS PART ANNUAL BENEFITS AND FUND COMPLEX
TRUSTEE FROM REGISTRANT(1) OF FUND EXPENSES UPON RETIREMENT PAID TO TRUSTEES(2)
------- ------------------ ---------------- --------------- -------------------
<S> <C> <C> <C> <C>
Philip W. Coolidge .............. $ 0 None None $ 0
Riley C. Gilley ................. $412 None None $50,000
Diana R. Harrington ............. $664 None None $57,000
Susan B. Kerley ................. $499 None None $59,000
- ------------

(1) For the fiscal year ended August 31, 1998.
(2) Information relates to the fiscal year ended August 31, 1998. Messrs. Coolidge and Gilley and
Mses. Harrington and Kerley are trustees of 49, 33, 28 and 28 Funds, respectively, of the family
of open-end registered investment companies advised or managed by Citibank.
</TABLE>

As of December 15, 1998, all Trustees and officers as a group owned less
than 1% of the Fund's outstanding shares. As of the same date, no shareholder
of record held 5% or more of the outstanding shares of the Fund.

The Declaration of Trust of the Trust provides that the Trust 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 unless, as to liability to the Trust or its 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. In the case of settlement,
such indemnification will not be provided unless it has been determined by a
court or other body approving the settlement or other disposition, or by a
reasonable determination, based upon a review of readily available facts, by
vote of a majority of disinterested Trustees of the 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.

MANAGER

Citibank manages the assets of the Fund and provides certain
administrative services to the Trust pursuant to a management agreement (the
"Management Agreement"). Citibank furnishes at its own expense all services,
facilities and personnel necessary in connection with managing the Fund's
investments and effecting securities transactions for the Fund. The Management
Agreement will continue in effect until August 8, 1999 and thereafter as long
as 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 Fund, and, in either case, by a majority of the Trustees of
the Trust who are not parties to the Management Agreement or interested
persons of any such party, at a meeting called for the purpose of voting on
the Management Agreement.

Citibank provides the Trust with general office facilities and supervises
the overall administration of the Trust, including, among other
responsibilities, the negotiation of contracts and fees with, and the
monitoring of performance and billings of, the Trust's independent contractors
and agents; the preparation and filing of all documents required for
compliance by the Trust with applicable laws and regulations; and arranging
for the maintenance of books and records of the Trust. Trustees, officers, and
investors in the Trust are or may be or may become interested in Citibank, as
directors, officers, employees, or otherwise and directors, officers and
employees of Citibank are or may become similarly interested in the Trust.

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

For its services under the Management Agreement, Citibank receives a fee
equal to, on an annual basis, up to 0.20% of the Fund's average daily net
assets for the Fund's then-current fiscal year. Citibank has voluntarily
agreed to waive a portion of its management fee.

For the period October 17, 1997 (commencement of operations) to August 31,
1998, the fees paid from the Fund to Citibank under the Management Agreement,
after waivers, were $131,117.

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

The Glass-Steagall Act prohibits certain financial institutions, such as
Citibank, from underwriting securities of open-end investment companies, such
as the Fund. Citibank believes that its services under the Management
Agreement and the activities performed by it or its affiliates as Service
Agents are not underwriting and are consistent with the Glass-Steagall Act and
other relevant federal and state laws. However, there is no controlling
precedent regarding the performance of the combination of investment advisory,
shareholder servicing and administrative activities by banks. State laws on
this issue may differ from applicable federal law and banks and financial
institutions may be required to register as dealers pursuant to state
securities laws. Changes in either federal or state statutes or regulations,
or in their interpretations, could prevent Citibank or its affiliates from
continuing to perform these services. If Citibank or its affiliates were to be
prevented from acting as the manager or a Service 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.

Pursuant to a sub-administrative services agreement with Citibank, CFBDS
performs such sub-administrative duties for the Trust as from time to time are
agreed upon by Citibank and CFBDS. For performing such sub-administrative
services, CFBDS receives compensation as from time to time is agreed upon by
Citibank, not in excess of the amount paid to Citibank for its services under
the Management Agreement with the Trust. All such compensation is paid by
Citibank.

DISTRIBUTOR

CFBDS, 21 Milk Street, Boston, MA 02109, serves as the Distributor of the
Fund's shares pursuant to separate Distribution Agreements with the Trust with
respect to each class of shares of the Fund (the "Distribution Agreements").
Unless otherwise terminated each Distribution Agreement will continue from
year to year upon annual approval by the Trust's Board of Trustees, or by the
vote of a majority of the outstanding voting securities of the applicable
class of the Fund and by vote of a majority of the Board of Trustees of the
Trust who are not parties to the Distribution Agreement or interested persons
of any such party, 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.

Under separate Service Plans for each class of shares of the Fund (the
"Service Plans") which have been adopted in accordance with Rule 12b-1 under
the 1940 Act, the Fund may pay monthly fees as a percentage of the average
daily net assets represented by each class of shares, at an annual rate not to
exceed the following:

Class I 0.00%
Class L 0.10%
Class O 0.05%
Class S 0.25%

Each Service Plan obligates the Fund to pay fees to the Distributor,
Service Agents and others as compensation for their services, not as
reimbursement for specific expenses incurred. Thus, even if their expenses
exceed the fees provided for by the Service Plans for the Fund, the Fund will
not be obligated to pay more than those fees and, if their expenses are less
than the fees paid to them, they will realize a profit. The Fund will pay the
fees to the Distributor, Service Agents and others until the applicable
Service Plan or Distribution Agreement is terminated or not renewed. In that
event, the Distributor's or Service Agent's expenses in excess of fees
received or accrued through the termination date will be the Distributor's or
Service Agent's sole responsibility and not obligations of the Fund.

Each Service Plan continues in effect if such continuance is specifically
approved at least annually by a vote of both a majority of the Trust's
Trustees and a majority of the Trust's Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Service Plan or in any agreement related to such Plan
(for purposes of this paragraph "Qualified Trustees"). Each Service 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 (and the purposes therefor) under the Service Plan. Each
Service 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 Service 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 Service Plan may not be amended
to increase materially the amount of a class' permitted expenses thereunder
without the approval of a majority of the outstanding voting securities of
that class and may not be materially amended in any case without a vote of the
majority of both the Trustees and Qualified Trustees. The Distributor will
preserve copies of any plan, agreement or report made pursuant to the Service
Plans for a period of not less than six years, and for the first two years the
Distributor will preserve such copies in an easily accessible place.

As contemplated by the Service Plans, CFBDS acts as the agent of the Trust
in connection with the offering of shares of the Fund pursuant to the
Distribution Agreement. For the period October 17, 1997 (commencement of
operations) to August 31, 1998, the fees paid to CFBDS, after waivers, under
the Distribution Agreement for Class L shares were $103,998.

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

TRANSFER AGENT AND CUSTODIAN

The Trust has 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 for the Fund. The Trust also has entered into a
Custodian Agreement with State Street, pursuant to which custodial and fund
accounting services are provided for the Fund. Securities may be held by a
sub-custodian bank approved by the Trustees. The address of State Street is
225 Franklin Street, Boston, Massachusetts 02110.

7. PORTFOLIO TRANSACTIONS

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

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

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

Portfolio transactions may be executed with the Manager, or with any
affiliate of the Manager, acting either as principal or as broker, subject to
applicable law. No commissions on portfolio transactions were paid by the Fund
during the period October 17, 1997 (commencement of operations) to August 31,
1998 to the Manager or any affiliate of the Manager.

8. DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

The Trust's Declaration of Trust permits the Trust's Board of Trustees to
issue an unlimited number of full and fractional Shares of Beneficial Interest
($0.00001 par value) of each of its 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. In addition to the Fund, there are currently
three other series of the Trust: CitiFunds Institutional Liquid Reserves,
CitiFunds Institutional U.S. Treasury Reserves and CitiFunds Institutional Tax
Free Reserves. Each share of each class of the Fund represents an equal
proportionate interest in the Fund with each other share of that class. Upon
liquidation or dissolution of the Fund, the Fund's shareholders are entitled
to share pro rata in the Fund's net assets available for distribution to its
shareholders. The Trust reserves the right to create and issue additional
series and classes of shares. Shares of each series of the Trust participate
equally in the earnings, dividends and distribution of net assets of the
particular series upon the liquidation or dissolution of the series (except
for any differences between classes of shares of a series). Shares of each
series are entitled to vote separately to approve management 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 and has no
present intention of holding annual meetings of shareholders but the Trust
will hold special meetings of the Fund's shareholders when in the judgment of
the Trust's Trustees it is necessary or desirable to submit matters for a
shareholder vote. Shareholders have under certain circumstances (e.g., upon
application and submission of certain specified documents to the Trustees by a
specified number of shareholders) the right to communicate with other
shareholders in connection with requesting a meeting of shareholders for the
purpose of removing one or more Trustees. Shareholders also have the right to
remove one or more Trustees without a meeting by a declaration in writing by a
specified number of shareholders. No material amendment may be made to 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.

Share certificates will not be issued.

9. 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 and all of the Fund's
net investment income and realized capital gains are distributed to
shareholders in accordance with the timing requirements imposed by the Code,
no federal or Massachusetts income or excise taxes will be required to be paid
by the Fund. If the Fund should fail to qualify as a regulated investment
company for any year, the Fund would incur federal and Massachusetts taxes
upon its taxable income and Fund distributions would generally be taxable as
ordinary dividend income to shareholders.

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

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

10. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

Deloitte & Touche LLP are the independent accountants for the Fund,
providing audit services and assistance and consultation with respect to the
preparation of filings with the SEC.

The audited financial statements of the Fund (Portfolio of Investments at
August 31, 1998, Statement of Assets and Liabilities at August 31, 1998,
Statement of Operations for the period from October 17, 1997 (commencement of
operations) to August 31, 1998, Statement of Changes in Net Assets for the
period from October 17, 1997 (commencement of operations) to August 31, 1998,
Financial Highlights for the period from October 17, 1997 (commencement of
operations) to August 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
report of Deloitte & Touche LLP as experts in accounting and auditing.

<PAGE>

CITIBANK
SERVICE AGENTS

FOR CITIBANK PRIVATE BANKING CLIENTS:
Citibank, N.A.
The Citibank Private Bank
153 East 53rd Street, New York, N.Y. 10043
Call Your Citibank Private Banking Account Officer,
Registered Representative or (212) 559-5959

FOR CITIBANK GLOBAL ASSET MANAGEMENT CLIENTS:
Citibank, N.A.
Citibank Global Asset Management
153 East 53rd Street, New York, NY 10043
(212) 559-7117

FOR CITIBANK NORTH AMERICAN INVESTOR SERVICES CLIENTS:
Citibank, N.A.
111 Wall Street, New York, NY 10043 Call Your Account Manager or (212)
657-9100
<PAGE>

CITIFUNDS(SM) INSTITUTIONAL CASH RESERVES

TRUSTEES AND OFFICERS
Philip W. Coolidge, President*
Riley C. Gilley
Diana R. Harrington
Susan B. Kerley

SECRETARY
Linda T. Gibson*

TREASURER
John R. Elder*

*Affiliated Person of Distributor

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

INVESTMENT MANAGER
Citibank, N.A.
153 East 53rd Street, New York, NY 10043

DISTRIBUTOR
CFBDS, Inc.
21 Milk Street, Boston, MA 02109
(617) 423-1679

TRANSFER AGENT AND CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

AUDITORS
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110

LEGAL COUNSEL
Bingham Dana LLP
150 Federal Street, Boston, MA 02110

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

<PAGE>

PART C

Item 23. Exhibits.

* a(1) Declaration of Trust of the Registrant
*, **, a(2) Amendments to Declaration of Trust of the Registrant
***, **** and
*******
* b(1) Amended and Restated By-Laws of the Registrant
*, *** b(2) Amendments to Amended and Restated By-Laws of the
Registrant
*** d Management Agreement between the Registrant, with
respect to CitiFunds Institutional Cash Reserves, and
Citibank, N.A., as investment manager and
administrator
* e(1) Distribution Agreement between the Registrant and
CFBDS, Inc. ("CFBDS"), as distributor
***** e(2) Form of Amended and Restated Distribution Agreement
between the Registrant, with respect to Class A Shares
of CitiFunds Institutional Liquid Reserves, and CFBDS,
as distributor
***** e(3) Form of Distribution Agreement between the
Registrant, with respect to Class C Shares of CitiFunds
Institutional Liquid Reserves, and CFBDS, as distributor
***** e(4) Form of Distribution Agreement between the
Registrant, with respect to Class F Shares of CitiFunds
Institutional Liquid Reserves, and CFBDS, as distributor
*** e(5) Distribution Agreement between the Registrant, with
respect to Class L shares of CitiFunds Institutional
Cash Reserves, and CFBDS, as distributor
e(6) Form of Distribution Agreement between the Registrant,
with respect to Class I shares of CitiFunds
Institutional Cash Reserves, and CFBDS, as distributor
e(7) Form of Distribution Agreement between the Registrant,
with respect to Class O shares of CitiFunds
Institutional Cash Reserves, and CFBDS, as distributor
e(8) Form of Distribution Agreement between the Registrant,
with respect to Class S shares of CitiFunds
Institutional Cash Reserves, and CFBDS, as distributor
* 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
Institutional U.S. Treasury Reserves and CitiFunds
Institutional Tax Free Reserves
***** h(2) Form of Amended and Restated Administrative
Services Plan of the Registrant with respect to Class A
Shares of CitiFunds Institutional Liquid Reserves
* h(3) Administrative Services Agreement between the
Registrant and CFBDS, as administrator
* h(4) Form of Sub-Administrative Services Agreement between
Citibank, N.A. and CFBDS
***** h(5)(i) Form of Amendment to Shareholder Servicing Agreement
* h(5)(ii) Form of Shareholder Servicing Agreement
* h(5)(iii) Form of Shareholder Servicing Agreement between the
Registrant and a federal savings bank, as shareholder
servicing agent
* h(5)(iv) Form of Shareholder Servicing Agreement between the
Registrant and CFBDS, as shareholder servicing agent
* h(6) Transfer Agency and Service Agreement between the
Registrant and State Street, as transfer agent
* h(7) Amended and Restated Exchange Privilege Agreement
between the Registrant, certain other investment
companies and CFBDS, as distributor
*** h(8) Sub-Administrative Services Agreement between
Citibank, N.A. and CFBDS with respect to CitiFunds
Institutional Cash Reserves
* h(9) Transfer Agency and Service Agreement between the
Registrant and State Street, as transfer agent for
CitiFunds Institutional Cash Reserves
* i(1) Opinion and consent of counsel
****** i(2) Opinion and consent of counsel with respect to
CitiFunds Institutional Cash Reserves
j Independent Accountants' consent
* m(1) Amended and Restated Distribution Plan of the
Registrant with respect to CitiFunds Institutional
U.S. Treasury Reserves and CitiFunds Institutional
Tax Free Reserves
***** m(2) Form of Amended and Restated Distribution Plan of
the Registrant with respect to Class A Shares of
CitiFunds Institutional Liquid Reserves
***** m(3) Form of Service Plan of the Registrant with respect
to Class C Shares of CitiFunds Institutional Liquid
Reserves
***** m(4) Form of Service Plan of the Registrant with respect
to Class F Shares of CitiFunds Institutional Liquid
Reserves
*** m(5) Service Plan of the Registrant with respect to Class L
shares of CitiFunds Institutional Cash Reserves
m(6) Form of Service Plan of the Registrant with respect to
Class I shares of CitiFunds Institutional Cash Reserves
m(7) Form of Service Plan of the Registrant with respect to
Class O shares of CitiFunds Institutional Cash Reserves
m(8) Form of Service Plan of the Registrant with respect to
Class S shares of CitiFunds Institutional Cash Reserves
n Financial data schedules
***** o(1) Multiple Class Plan with respect to CitiFunds
Institutional Liquid Reserves
******* p(1) Powers of Attorney for the Registrant
******* p(2) Powers of Attorney for U.S. Treasury Reserves
Portfolio
******* p(3) Powers of Attorney for Cash Reserves Portfolio
******* p(4) Powers of Attorney for Tax Free Reserves Portfolio

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

* Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the
Securities and Exchange Commission on August 28, 1996 and the
Registrant's Registration Statement on Form N-1A (File No. 33-49554)
as filed with the Securities and Exchange Commission on August 28,
1996.
** Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the
Securities and Exchange Commission on October 1, 1996 and the
Registrant's Registration Statement on Form N-1A (File No. 33-49554)
as filed with the Securities and Exchange Commission on October 1,
1996.
*** Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the
Securities and Exchange Commission on September 25, 1997 and the
Registrant's Registration Statement on Form N-1A (File No. 33-49554)
as filed with the Securities and Exchange Commission on September 25,
1997.
**** Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the
Securities and Exchange Commission on March 31, 1998.
***** Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the
Securities and Exchange Commission on June 14, 1996.
****** Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the
Securities and Exchange Commission on July 17, 1997 and the
Registrant's Registration Statement on Form N-1A (File No. 33-49554)
as filed with the Securities and Exchange Commission on July 17, 1997.
******* Incorporated herein by reference to the Registrant's Registration
Statement on Form N-1A (File No. 33-49552) as filed with the Securities
and Exchange Commission on October 16, 1998 and the Registrant's
Registration Statement on Form N-1A (File No. 33-49554) as filed with
the Securities and Exchange Commission on October 16, 1998.

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

Not applicable.

Item 25. Indemnification.

Reference is hereby made to (a) Article V of the Registrant's Declaration
of Trust, incorporated by reference herein as an Exhibit to the Registrant's
Registration Statement on Form N-1A; (b) Section 6 of the Distribution Agreement
between the Registrant and CFBDS, incorporated by reference herein as an Exhibit
to the Registrant's Registration Statement on Form N-1A; and (c) the undertaking
of the Registrant regarding indemnification set forth in its Registration
Statement on Form N-1A.

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

Item 26. Business and Other Connections of Investment Adviser.

Citibank, N.A. ("Citibank") is a commercial bank offering a wide range of
banking and investment services to customers across the United States and around
the world. Citibank is a wholly-owned subsidiary of Citigroup Inc., a registered
bank holding company. Citibank also serves as investment adviser to the
following registered investment companies (or series thereof): Asset Allocation
Portfolios (Large Cap Value Portfolio, Small Cap Value Portfolio, International
Portfolio, Foreign Bond Portfolio, Intermediate Income Portfolio and Short-Term
Portfolio), The Premium Portfolios (Growth & Income Portfolio, Balanced
Portfolio, Large Cap Growth Portfolio, International Equity Portfolio,
Government Income Portfolio and Small Cap Growth Portfolio), Tax Free Reserves
Portfolio, U.S. Treasury Reserves Portfolio, Cash Reserves Portfolio,
CitiFunds(SM) Multi-State Tax Free Trust (CitiFunds(SM) New York Tax Free
Reserves, CitiFunds(SM) Connecticut Tax Free Reserves and CitiFunds(SM)
California Tax Free Reserves), CitiFunds(SM) Tax Free Income Trust
(CitiFunds(SM) National Tax Free Income Portfolio, CitiFunds(SM) New York Tax
Free Income Portfolio and CitiFunds(SM) California Tax Free Income Portfolio)
and Variable Annuity Portfolios (CitiSelect(R) VIP Folio 200, CitiSelect(R) VIP
Folio 300, CitiSelect(R) VIP Folio 400, CitiSelect(R) VIP Folio 500 and
CitiFunds(SM) Small Cap Growth VIP Portfolio). Citibank and its affiliates
manage assets in excess of $88 billion worldwide. The principal place of
business of Citibank is located at 399 Park Avenue, New York, New York 10043.

John S. Reed is the Chairman and a Director of Citibank. Victor J.
Menezes is the President and a Director of Citibank. William R. Rhodes and
H. Onno Ruding are Vice Chairmen and Directors of Citibank. The other
Directors of Citibank are Paul J. Collins, Vice Chairman of Citigroup Inc.
and Robert I. Lipp, Chairman and Chief Executive Officer of The Travelers
Insurance Group Inc. and of Travelers Property Casualty Corp.

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

Paul J. Collins Director, Kimberly-Clark Corporation

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

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

William R. Rhodes Director, Private Export Funding Corporation

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

Item 27. Principal Underwriters.

(a) CFBDS, the Registrant's Distributor, is also the distributor for
CitiFunds(SM) International Growth & Income Portfolio, CitiFunds(SM)
International Growth Portfolio, CitiFunds(SM) Intermediate Income Portfolio,
CitiFunds(SM) Short-Term U.S. Government Income Portfolio, CitiFunds(SM) Large
Cap Growth Portfolio, CitiFunds(SM) Cash Reserves, CitiFunds(SM) U.S. Treasury
Reserves, CitiFunds(SM) Premium U.S. Treasury Reserves, CitiFunds(SM) Premium
Liquid Reserves, CitiFunds(SM) Tax Free Reserves, CitiFunds(SM) California Tax
Free Reserves, CitiFunds(SM) Connecticut Tax Free Reserves, CitiFunds(SM) New
York Tax Free Reserves, CitiFunds(SM) Balanced Portfolio, CitiFunds(SM) Small
Cap Value Portfolio, CitiFunds(SM) Growth & Income Portfolio, CitiFunds(SM)
Small Cap Growth Portfolio, CitiFunds(SM) National Tax Free Income Portfolio,
CitiFunds(SM) New York Tax Free Income Portfolio, CitiFunds(SM) California Tax
Free Income Portfolio, CitiSelect(R) VIP Folio 200, CitiSelect(R) VIP Folio 300,
CitiSelect(R) VIP Folio 400, CitiSelect(R) VIP Folio 500, CitiFunds(SM) Small
Cap Growth VIP Portfolio, CitiSelect(R) Folio 200, CitiSelect(R) Folio 300,
CitiSelect(R) Folio 400, and CitiSelect(R) Folio 500. CFBDS is also the
placement agent for Large Cap Value Portfolio, Small Cap Value Portfolio,
International Portfolio, Foreign Bond Portfolio, Intermediate Income Portfolio,
Short-Term Portfolio, Growth & Income Portfolio, Large Cap Growth Portfolio,
Small Cap Growth Portfolio, International Equity Portfolio, Balanced Portfolio,
Government Income Portfolio, Tax Free Reserves Portfolio, Cash Reserves
Portfolio and U.S. Treasury Reserves Portfolio. CFBDS also serves as the
distributor for the following funds: The Travelers Fund U for Variable
Annuities, The Travelers Fund VA for Variable Annuities, The Travelers Fund BD
for Variable Annuities, The Travelers Fund BD II for Variable Annuities, The
Travelers Fund BD III for Variable Annuities, The Travelers Fund BD IV for
Variable Annuities, The Travelers Fund ABD for Variable Annuities, The Travelers
Fund ABD II for Variable Annuities, The Travelers Separate Account PF for
Variable Annuities, The Travelers Separate Account PF II for Variable Annuities,
The Travelers Separate Account QP for Variable Annuities, The Travelers Separate
Account TM for Variable Annuities, The Travelers Separate Account TM II for
Variable Annuities, The Travelers Separate Account Five for Variable Annuities,
The Travelers Separate Account Six for Variable Annuities, The Travelers
Separate Account Seven for Variable Annuities, The Travelers Separate Account
Eight for Variable Annuities, The Travelers Fund UL for Variable Annuities, The
Travelers Fund UL II for Variable Annuities, The Travelers Variable Life
Insurance Separate Account One, The Travelers Variable Life Insurance Separate
Account Two, The Travelers Variable Life Insurance Separate Account Three, The
Travelers Variable Life Insurance Separate Account Four, The Travelers Separate
Account MGA, The Travelers Separate Account MGA II, The Travelers Growth and
Income Stock Account for Variable Annuities, The Travelers Quality Bond Account
for Variable Annuities, The Travelers Money Market Account for Variable
Annuities, The Travelers Timed Growth and Income Stock Account for Variable
Annuities, The Travelers Timed Short-Term Bond Account for Variable Annuities,
The Travelers Timed Aggressive Stock Account for Variable Annuities, The
Travelers Timed Bond Account for Variable Annuities, Emerging Growth Fund,
Government Fund, Growth and Income Fund, International Equity Fund, Municipal
Fund, Balanced Investments, Emerging Markets Equity Investments, Government
Money Investments, High Yield Investments, Intermediate Fixed Income
Investments, International Equity Investments, International Fixed Income
Investments, Large Capitalization Growth Investments, Large Capitalization Value
Equity Investments, Long-Term Bond Investments, Mortgage Backed Investments,
Municipal Bond Investments, Small Capitalization Growth Investments, Small
Capitalization Value Equity Investments, Appreciation Portfolio, Diversified
Strategic Income Portfolio, Emerging Growth Portfolio, Equity Income Portfolio,
Equity Index Portfolio, Growth & Income Portfolio, Intermediate High Grade
Portfolio, International Equity Portfolio, Money Market Portfolio, Total Return
Portfolio, Smith Barney Adjustable Rate Government Income Fund, Smith Barney
Aggressive Growth Fund Inc., Smith Barney Appreciation Fund, Smith Barney
Arizona Municipals Fund Inc., Smith Barney California Municipals Fund Inc.,
Balanced Portfolio, Conservative Portfolio, Growth Portfolio, High Growth
Portfolio, Income Portfolio, Global Portfolio, Select Balanced Portfolio, Select
Conservative Portfolio, Select Growth Portfolio, Select High Growth Portfolio,
Select Income Portfolio, Concert Social Awareness Fund, Smith Barney Large Cap
Blend Fund, Smith Barney Fundamental Value Fund Inc., Large Cap Value Fund,
Short-Term High Grade Bond Fund, U.S. Government Securities Fund, Smith Barney
Balanced Fund, Smith Barney Convertible Fund, Smith Barney Diversified Strategic
Income Fund, Smith Barney Exchange Reserve Fund, Smith Barney High Income Fund,
Smith Barney Municipal High Income Fund, Smith Barney Premium Total Return Fund,
Smith Barney Total Return Bond Fund, Cash Portfolio, Government Portfolio,
Municipal Portfolio, Concert Peachtree Growth Fund, Smith Barney Contrarian
Fund, Smith Barney Government Securities Fund, Smith Barney Hansberger Global
Small Cap Value Fund, Smith Barney Hansberger Global Value Fund, Smith Barney
Investment Grade Bond Fund, Smith Barney Special Equities Fund, Smith Barney
Intermediate Maturity California Municipals Fund, Smith Barney Intermediate
Maturity New York Municipals Fund, Smith Barney Large Capitalization Growth
Fund, Smith Barney S&P 500 Index Fund, Smith Barney Mid Cap Blend Fund, Smith
Barney Managed Governments Fund Inc., Smith Barney Managed Municipals Fund Inc.,
Smith Barney Massachusetts Municipals Fund, Cash Portfolio, Government
Portfolio, Retirement Portfolio, California Money Market Portfolio, Florida
Portfolio, Georgia Portfolio, Limited Term Portfolio, New York Money Market
Portfolio, New York Portfolio, Pennsylvania Portfolio, Smith Barney Municipal
Money Market Fund, Inc., Smith Barney Natural Resources Fund Inc., Smith Barney
New Jersey Municipals Fund Inc., Smith Barney Oregon Municipals Fund, Zeros Plus
Emerging Growth Series 2000, Smith Barney Security and Growth Fund, Smith Barney
Small Cap Blend Fund, Inc., Smith Barney Telecommunications Income Fund, Income
and Growth Portfolio, Reserve Account Portfolio, U.S. Government/High Quality
Securities Portfolio, Emerging Markets Portfolio, European Portfolio, Global
Government Bond Portfolio, International Balanced Portfolio, International
Equity Portfolio, Pacific Portfolio, AIM Capital Appreciation Portfolio,
Alliance Growth Portfolio, GT Global Strategic Income Portfolio, MFS Total
Return Portfolio, Putnam Diversified Income Portfolio, Smith Barney High Income
Portfolio, Smith Barney Large Cap Value Portfolio, Smith Barney International
Equity Portfolio, Smith Barney Large Capitalization Growth Portfolio, Smith
Barney Money Market Portfolio, Smith Barney Pacific Basin Portfolio, TBC Managed
Income Portfolio, Van Kampen American Capital Enterprise Portfolio, Centurion
Tax-Managed U.S. Equity Fund, Centurion Tax-Managed International Equity Fund,
Centurion U.S. Protection Fund, Centurion International Protection Fund, Global
High-Yield Bond Fund, International Equity Fund, Emerging Opportunities Fund,
Core Equity Fund, Long-Term Bond Fund, Global Dimensions Fund L.P., Citicorp
Private Equity L.P., AIM V.I. Capital Appreciation Fund, AIM V.I. Government
Series Fund, AIM V.I. Growth Fund, AIM V.I. International Equity Fund, AIM V.I.
Value Fund, Fidelity VIP Growth Portfolio, Fidelity VIP High Income Portfolio,
Fidelity VIP Equity Income Portfolio, Fidelity VIP Overseas Portfolio, Fidelity
VIP II Contrafund Portfolio, Fidelity VIP II Index 500 Portfolio, MFS World
Government Series, MFS Money Market Series, MFS Bond Series, MFS Total Return
Series, MFS Research Series, MFS Emerging Growth Series, Salomon Brothers
Institutional Money Market Fund, Salomon Brothers Cash Management Fund, Salomon
Brothers New York Municipal Money Market Fund, Salomon Brothers National
Intermediate Municipal Fund, Salomon Brothers U.S. Government Income Fund,
Salomon Brothers High Yield Bond Fund, Salomon Brothers Strategic Bond Fund,
Salomon Brothers Total Return Fund, Salomon Brothers Asia Growth Fund, Salomon
Brothers Capital Fund Inc, Salomon Brothers Investors Fund Inc, Salomon Brothers
Opportunity Fund Inc, Salomon Brothers Institutional High Yield Bond Fund,
Salomon Brothers Institutional Emerging Markets Debt Fund, Salomon Brothers
Variable Investors Fund, Salomon Brothers Variable Capital Fund, Salomon
Brothers Variable Total Return Fund, Salomon Brothers Variable High Yield Bond
Fund, Salomon Brothers Variable Strategic Bond Fund, Salomon Brothers Variable
U.S. Government Income Fund, and Salomon Brothers Variable Asia Growth Fund.

(b) The information required by this Item 29 with respect to each director
and officer of CFBDS is incorporated by reference to Schedule A of Form BD filed
by CFBDS pursuant to the Securities and Exchange Act of 1934 (File No. 8-32417).

Item 28. Location of Accounts and Records.

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

NAME ADDRESS

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

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

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

Item 29. Management Services.

Not applicable.

Item 30. Undertakings.

Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment
Company Act, the Registrant certifies that it meets all requirements for
effectiveness of this Post-Effective Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act and has duly caused this
Post-Effective Amendment to the Registration Statement on Form N-1A to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston and Commonwealth of Massachusetts on the 21st day of December, 1998.

CITIFUNDS INSTITUTIONAL TRUST

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

Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the Registration Statement on Form N-1A has been signed below by
the following persons in the capacities indicated below on December 21, 1998.

Signature Title

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

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

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

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

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

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

<PAGE>

SIGNATURES

Cash Reserves Portfolio has duly caused this Post-Effective Amendment to
the Registration Statement on Form N-1A of CitiFunds Institutional Trust to be
signed on its behalf by the undersigned, thereunto duly authorized, in Grand
Cayman, Cayman Islands on the 21st day of December, 1998.

CASH RESERVES PORTFOLIO

By: Tamie Ebanks-Cunningham
-----------------------
Tamie Ebanks-Cunningham
Assistant Secretary

This Post-Effective Amendment to the Registration Statement on Form N-1A
of CitiFunds Institutional Trust has been signed below by the following persons
in the capacities indicated below on December 21, 1998.

Signature Title

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

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

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

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

*By: Tamie Ebanks-Cunningham
-----------------------
Tamie Ebanks-Cunningham
Executed by Tamie Ebanks-Cunningham on
behalf of those indicated pursuant to
Powers of Attorney.

<PAGE>

SIGNATURES

U.S. Treasury Reserves Portfolio has duly caused this Post-Effective
Amendment to the Registration Statement on Form N-1A of CitiFunds Institutional
Trust to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston and Commonwealth of Massachusetts on the 21st day of
December, 1998.

U.S. TREASURY RESERVES PORTFOLIO

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

Signature Title

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

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

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

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

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

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

<PAGE>

SIGNATURES

Tax Free Reserves Portfolio has duly caused this Post-Effective Amendment
to the Registration Statement on Form N-1A of CitiFunds Institutional Trust to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston and Commonwealth of Massachusetts on the 21st day of December,
1998.

TAX FREE RESERVES PORTFOLIO

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

Signature Title

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

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

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

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

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

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

<PAGE>

EXHIBIT INDEX

Exhibit
No.: Description:
------- ------------
e(6) Form of Distribution Agreement between the
Registrant, with respect to Class I
shares of CitiFunds Institutional
Cash Reserves, and CFBDS, as
distributor

e(7) Form of Distribution Agreement between the
Registrant, with respect to Class O
shares of CitiFunds Institutional
Cash Reserves, and CFBDS, as
distributor

e(8) Form of Distribution Agreement between the
Registrant, with respect to Class S
shares of CitiFunds Institutional
Cash Reserves, and CFBDS, as
distributor

j Independent Accountants' consent

m(6) Form of Service Plan of the Registrant with respect
to Class I shares of CitiFunds Institutional Cash
Reserves

m(7) Form of Service Plan of the Registrant with respect
to Class O shares of CitiFunds Institutional Cash
Reserves

m(8) Form of Service Plan of the Registrant with respect
to Class S shares of CitiFunds Institutional Cash
Reserves

n Financial data schedules

o(2) Form of Multiple Class Plan with respect to
CitiFunds Institutional Cash Reserves

<PAGE>

Exhibit e(6)

FORM OF DISTRIBUTION AGREEMENT

AGREEMENT , dated as of _____________, 1998, by and between CitiFunds
Institutional Trust, a Massachusetts business trust (the "Trust"), and CFBDS,
Inc., a Massachusetts corporation ("Distributor"), with respect to shares of
beneficial interest of the Trust's series, CitiFunds Institutional Cash Reserves
(the "Fund"), designated as Class I shares of the Fund ("Shares").

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

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

WHEREAS, the Trust wishes to retain the services of a distributor for
Shares and has registered the Shares under the Securities Act of 1933, as
amended (the "1933 Act");

WHEREAS, the Trust has adopted a Service Plan pursuant to Rule 12b-1
under the 1940 Act (the "Service Plan") and may enter into related agreements
providing for the distribution and servicing of Shares;

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

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

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

(b) Distributor hereby accepts such appointment as exclusive agent for
the distribution of Shares 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 the Fund (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, and agrees to transmit
promptly to the Trust (or to the transfer agent of the Fund, if so instructed in
writing by the Trust) any orders received by it for purchase or redemption of
Shares.

(c) Distributor may sell Shares 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 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, 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 for sale in such states as Distributor and the Trust
agree.

(g) No Shares shall be offered by either Distributor or the Trust under
this Agreement, and no orders for the purchase or sale of 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 the 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 the Fund with respect to
Shares 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 Fund's Prospectus or charter documents.

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

2. Offering Price of Shares. All 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 excess, if any, of the public offering
price over the net asset value of the Shares sold by Distributor as agent, and
any contingent deferred sales charge applicable to Shares as set forth in the
Fund's Prospectus, shall be retained by Distributor as a commission for its
services hereunder. Out of such commission Distributor may allow commissions,
concessions or agency fees to dealers or other financial institutions, including
banks, and may allow them to others in its discretion in such amounts as
Distributor shall determine from time to time. Except as may be otherwise
determined by Distributor from time to time, such commissions, concessions or
agency fees shall be uniform to all dealers and other financial institutions. At
no time shall the Trust receive less than the full net asset value of the
Shares, 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 Service Plan 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 under this Agreement. The Trust
shall also make available a sufficient number of copies of the Fund's Prospectus
and Statement of Additional Information for use by the Distributor.

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

(i) of any request by the Securities and Exchange
Commission for amendments to any registration statement concerning
the 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:
compensation of Trustees who are not "interested persons" of the Trust;
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 Fund; expenses connected with the execution,
recording and settlement of security transactions; insurance premiums; fees and
expenses of the custodian for all services to the Fund, including safekeeping of
funds and securities and maintaining required books and accounts; expenses of
calculating the net asset value of the Fund (including but not limited to the
fees of independent pricing services); expenses of meetings of shareholders;
expenses relating to the issuance, registration and qualification of shares; and
such non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Trust may be a party and
the legal obligation which the Trust may have to indemnify its Trustees and
officers with respect thereto.

(b) Except as otherwise provided in this Agreement and except to the
extent such expenses are borne by the Trust pursuant to the Service 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 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 Shares 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 offered for resale to it and redeem Shares at
their net asset value.

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

7. Indemnification by Distributor. Distributor agrees to indemnify the
Trust, its officers and Trustees and any person which controls the Trust within
the meaning of the 1933 Act against any and all claims, demands, liabilities and
expenses that any such indemnified party may incur under the 1933 Act, or common
law or otherwise, arising out of or based upon (i) any alleged untrue statement
of a material fact contained in the registration statement for the 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 the Fund until ______________, 1999 and shall continue in full
force and effect as to Shares for successive periods of one year thereafter, but
only so long as each such continuance is approved (i) by either the Trustees of
the Trust or by vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of Shares of the Fund, or (ii) by vote of a majority of
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 Service
Plan or in any agreement related thereto ("Independent Trustees"), cast at a
meeting called for the purpose of voting on such approval.

(b) This Agreement may be terminated as to the 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 Fund, and
not any other fund or series of the Trust. The term "CitiFunds Institutional
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 them personally,
but shall bind only the assets and property of the Trust as provided in the
Declaration of Trust.

10. 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 Institutional Trust
on behalf of its series
CitiFunds Institutional Cash Reserves

By:_____________________________

CFBDS, Inc.

By:_____________________________

<PAGE>

Exhibit e(7)

FORM OF DISTRIBUTION AGREEMENT

AGREEMENT , dated as of ____________, 1998, by and between CitiFunds
Institutional Trust, a Massachusetts business trust (the "Trust"), and CFBDS,
Inc., a Massachusetts corporation ("Distributor"), with respect to shares of
beneficial interest of the Trust's series, CitiFunds Institutional Cash Reserves
(the "Fund"), designated as Class O shares of the Fund ("Shares").

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

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

WHEREAS, the Trust wishes to retain the services of a distributor for
Shares and has registered the Shares under the Securities Act of 1933, as
amended (the "1933 Act");

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

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

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

(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 the Fund or to
a Prospectus or for additional information;

5. Repurchase of Shares. Distributor as agent and for the account of
the Trust may repurchase Shares offered for resale to it and redeem Shares at
their net asset value.

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

10. 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 Institutional Trust
on behalf of its series
CitiFunds Institutional Cash Reserves

By:_____________________________

CFBDS, Inc.

By:_____________________________

<PAGE>
Exhibit e(8)