CITIFUNDS INSTITUTIONAL TRUST, 497, 2000-05-18

CITIFUNDS INSTITUTIONAL TRUST
497, 2000-05-18

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<PAGE>
Rule 497(e) File Nos. 33-49554 and 811-6740

----------
PROSPECTUS
----------

DECEMBER 31, 1999
as supplemented May 18, 2000

CitiFunds(SM)
Institutional Money
Market Funds

CITIBANK, N.A., INVESTMENT ADVISER

CITIFUNDS(SM) INSTITUTIONAL LIQUID RESERVES --
CLASS A SHARES
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........................ 12
CITIFUNDS INSTITUTIONAL TAX FREE RESERVES............................. 18

YOUR CITIFUNDS ACCOUNT .................................................. 26
HOW TO BUY SHARES .................................................... 26
HOW THE PRICE OF YOUR SHARES IS CALCULATED ........................... 27
HOW TO SELL SHARES ................................................... 27
EXCHANGES ............................................................ 28
DIVIDENDS ............................................................ 29
TAX MATTERS .......................................................... 29

MANAGEMENT OF THE FUNDS ................................................. 32
INVESTMENT ADVISER ................................................... 32
ADVISORY FEES ........................................................ 32
DISTRIBUTION ARRANGEMENTS ............................................ 33

MORE ABOUT THE FUNDS .................................................... 34
PRINCIPAL INVESTMENT STRATEGIES ...................................... 34

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.
<PAGE>
---------------------------------------
CITIFUNDS INSTITUTIONAL LIQUID RESERVES
---------------------------------------

CitiFunds Institutional
Liquid Reserves

This summary briefly describes CitiFunds Institutional Liquid
Reserves and the principal risks of investing in it. Only
Class A shares are offered by this prospectus. For more
information, see MORE ABOUT THE FUNDS on page 34.

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

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

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

o commercial paper and asset backed securities;

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

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

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.

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

MAIN RISKS

Investing in a mutual fund involves risk. Although CitiFunds
Institutional Liquid Reserves seeks to preserve the value of
your investment at $1.00 per share, it is possible to lose
money by investing in this Fund. Please remember that an
investment in the Fund is not a deposit of Citibank and is not
insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

The principal risks of investing in the Fund are described
below. Please note that there are many other factors that
could adversely affect your investment, and that could prevent
the Fund from achieving its goals, which are not described
here. More information about risks appears in the Funds'
Statement of Additional Information. Before investing, you
should carefully consider the risks that you will assume.

YIELD FLUCTUATION. 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. 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.

CREDIT RISK. The Fund invests in debt 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 go up or down in value based on the perceived
creditworthiness of issuers. A default on an investment held
by the Fund could cause the value of your investment in the
Fund to decline.

INTEREST RATE AND MARKET RISK. A major change in interest
rates or a significant decline in the market value of a Fund
investment, or other market event could cause the value of
your investment in the Fund, or its yield, to decline.

FOREIGN SECURITIES. You should be aware that investments in
foreign 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, foreign companies may not
be subject to accounting standards or governmental supervision
comparable to U.S. companies, and there may be less public
information about their operations. Foreign markets may be
less liquid and more volatile than U.S. markets. As a result,
there may be rapid changes in the value of foreign securities.
Foreign markets also may offer less protection to investors
such as the Fund.

CONCENTRATION IN THE BANKING INDUSTRY. CitiFunds Institutional
Liquid Reserves concentrates in bank obligations. This means
that an investment in the Fund is particularly susceptible to
adverse 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.

$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 an investment held by the Fund, or if the
investment declined significantly in value. If this happened,
you would own fewer shares. By investing in the Fund, you
agree to this reduction should it become necessary.
<PAGE>

Fund Performance

The following bar chart and table can help you evaluate the
risks and performance of the Fund. The bar chart shows the
Fund's total returns for the calendar years indicated. The
table compares the average annual returns for the Fund's Class
A shares 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. The Fund's performance reflects certain
fee waivers or reimbursements. If these are reduced or
eliminated, the Fund's performance may go down. For current
yield information, please call 800-625-4554 toll free, or
contact your account representative.

- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL LIQUID RESERVES
ANNUAL TOTAL RETURNS -- CLASS A*

1993 3.17%
1994 4.34%
1995 6.12%
1996 5.51%
1997 5.67%
1998 5.58%

As of September 30, 1999, the Fund had a year-to-date return of 3.78%.

* All of the Fund's outstanding shares were reclassified as Class A shares on
March 31, 2000.
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
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
AS OF DECEMBER 31, 1998
...............................................................................
Life of
Fund Since
1 Year 5 Years October 2, 1992
...............................................................................
CLASS A 5.58% 5.44% 4.98%
CITIFUNDS INSTITUTIONAL LIQUID
RESERVES
...............................................................................
IBC Financial Data 1st Tier Institutional
Money Market Funds Average 5.33% 5.16% *
- --------------------------------------------------------------------------------

* Information regarding performance for this period is not available.
<PAGE>

Fund Fees and Expenses

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

- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL LIQUID RESERVES -- CLASS A SHARES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
...............................................................................
Maximum Sales Charge (Load) Imposed on Purchases None
...............................................................................
Maximum Deferred Sales Charge (Load) 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%
..............................................................................
Less Amount of Contractual Fee Waiver* 0.45%
..............................................................................
Net Annual Fund Operating Expenses* 0.34%
- --------------------------------------------------------------------------------

* In addition to the contractual fee waivers which terminate on
December 31, 2000, certain of the Fund's service providers are
voluntarily waiving fees or reimbursing expenses such that
current net annual operating expenses are: 0.19%

These voluntary fee waivers and reimbursements may be reduced or terminated
at any time. The Fund's service providers will consider renewal of the
contractual arrangements each year.

(1) The Fund invests in securities through an underlying mutual fund, Cash
Reserves Portfolio. This table reflects the expenses of both the Fund
and Cash Reserves Portfolio.
- --------------------------------------------------------------------------------
<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:

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

o you reinvest all dividends;

o you then sell all of your shares at the end of those periods;

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

o the operating expenses as shown in the table remain the same
-- the example includes contractual fee waivers for the one
year period, but does not include voluntary waivers and fee
reimbursements.

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

- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL LIQUID RESERVES -- CLASS A SHARES
...............................................................................
1 Year 3 Years 5 Years 10 Years
...............................................................................
$35 $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 34.

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 may invest 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.

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

MAIN RISKS

Investing in a mutual fund involves risk. Although CitiFunds
Institutional U.S. Treasury Reserves seeks to preserve the
value of your investment at $1.00 per share, it is possible to
lose money by investing in this Fund. Please remember that an
investment in the Fund is not a deposit of Citibank and is not
insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

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

YIELD FLUCTUATION. 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. 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.

Fund Performance

The following bar chart and table can help you evaluate the
risks and performance of the Fund. The bar chart shows the
Fund's total returns for the calendar years indicated. The
table compares the average annual returns for the Fund 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. The Fund's performance reflects
certain fee waivers or reimbursements. If these are reduced or
eliminated, the Fund's performance may go down. For current
yield information, please call 800-625-4554 toll free, or
contact your account representative.

- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL U.S. TREASURY RESERVES
ANNUAL TOTAL RETURNS

1993 3.03%
1994 3.91%
1995 5.56%
1996 5.06%
1997 5.11%
1998 4.97%

As of September 30, 1999, the Fund had a year-to-date return of 3.29%.
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
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
AS OF DECEMBER 31, 1998
...............................................................................
Life of Fund
Since
1 Year 5 Years October 2, 1992
...............................................................................
CITIFUNDS INSTITUTIONAL U.S.
TREASURY RESERVES 4.97% 4.92% 4.54%
...............................................................................
IBC Financial Data Institutional
100% U.S. Treasury Rated
Money Market Funds Average 4.89% 4.85% *
- --------------------------------------------------------------------------------

* Information regarding performance for this period is not available.
<PAGE>

Fund Fees and Expenses

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

- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL U.S. TREASURY RESERVES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
...............................................................................
Maximum Sales Charge (Load) Imposed on Purchases None
..............................................................................
Maximum Deferred Sales Charge (Load) 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) 0.59%
...............................................................................
Total Annual Fund Operating Expenses 0.84%
...............................................................................
Less Amount of Contractual Fee Waiver* 0.45%
...............................................................................
Net Annual Fund Operating Expenses* 0.39%
- --------------------------------------------------------------------------------

These voluntary fee waivers and reimbursements may be reduced or terminated
at any time. The Fund's service providers will consider renewal of the
contractual arrangements each year.

(1) The Fund invests in securities through an underlying mutual fund, U.S.
Treasury Reserves Portfolio. This table reflects the expenses of both
the Fund and U.S.
Treasury Reserves Portfolio.
<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:

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

o you reinvest all dividends;

o you then sell all of your shares at the end of those periods;

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

o the Fund's operating expenses as shown in the table remain
the same -- the example includes contractual fee waivers for
the one year period, but does not include voluntary waivers
and fee reimbursements.

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

- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL U.S. TREASURY RESERVES
...............................................................................
1 Year 3 Years 5 Years 10 Years
...............................................................................
$40 $268 $466 $1,037
- --------------------------------------------------------------------------------

<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 34.

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
public entities or qualifying issuers. The interest paid on
these debt securities is free from federal income tax but is
generally lower than the interest paid on taxable securities.

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.

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

MAIN RISKS

Investing in a mutual fund involves risk. Although CitiFunds
Institutional Tax Free Reserves seeks to preserve the value of
your investment at $1.00 per share, it is possible to lose
money by investing in this Fund. Please remember that an
investment in the Fund is not a deposit of Citibank and is not
insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

YIELD FLUCTUATION. 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. 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.

CREDIT RISK. The Fund invests in high quality debt securities,
meaning securities that are rated, when the Fund buys 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 Fund. Debt securities also go
up or down in value based on the perceived creditworthiness of
issuers. A default on an investment held by the Fund could
cause the value of your investment in the Fund to decline.

NON-DIVERSIFIED STATUS. CitiFunds Instutitional Tax Free
Reserves is a non-diversified mutual fund. This means that it
may invest a relatively high percentage of its assets in the
obligations of a limited number of issuers. Institutional Tax
Free Reserves also may invest 25% or more of its assets in
securities of issuers that are 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 single economic, business,
regulatory or political event. You should consider the
potential risk inherent in these policies when you compare the
Fund with a more diversified mutual fund.

CONCENTRATION IN THE BANKING INDUSTRY. CitiFunds Instutitional
Tax Free Reserves concentrates in participation interests in
municipal obligations that are issued by banks and secured by
bank letters of credit or guarantees. This means that an
investment in the Fund is particularly susceptible to adverse
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.

Fund Performance

The following bar chart and table can help you evaluate the
risks and performance of the Fund. The bar chart shows the
Fund's total returns for the calendar year indicated. The
table compares the average annual returns for the Fund to the
performance of the IBC Institutional Tax Free Money 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. The Fund's
performance reflects certain fee waivers or reimbursements. If
these are reduced or eliminated, the Fund's performance may go
down. For current yield information, please call 800-625-4554
toll free, or contact your account representative.

- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL TAX FREE RESERVES
ANNUAL TOTAL RETURNS

1998 3.37%

As of September 30, 1999, the Fund had a year-to-date return of 2.24%.
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
FUND'S HIGHEST AND LOWEST RETURNS
FOR CALENDAR QUARTERS COVERED BY THE BAR CHART
..............................................................................
Quarter Ending
...............................................................................
Highest 0.89% June 30, 1998
...............................................................................
Lowest 0.80% December 31, 1998
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1998
...............................................................................
Life of Fund
Since
1 Year May 21, 1997
...............................................................................
CITIFUNDS INSTITUTIONAL TAX FREE RESERVES 3.37% 3.46%
...............................................................................
IBC Institutional Tax Free Money
Funds Average 3.13% *
- --------------------------------------------------------------------------------

*Information regarding performance for this period is not available.
<PAGE>

Fund Fees and Expenses

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

- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL TAX FREE RESERVES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
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) 0.58%
...............................................................................
Total Annual Fund Operating Expenses 0.88%
...............................................................................
Less Amount of Contractual Fee Waiver* 0.45%
...............................................................................
Net Annual Fund Operating Expenses* 0.43%
- -------------------------------------------------------------------------------

These voluntary fee waivers and reimbursements may be reduced or terminated
at any time. The Fund's service providers will consider renewal of the
contractual arrangements each year.

(1) The Fund invests in securities through an underlying mutual fund, Tax
Free Reserves Portfolio. This table reflects the expenses of both the
Fund and Tax Free Reserves Portfolio.
- --------------------------------------------------------------------------------
<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:

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

o you reinvest all dividends;

o you sell all of your shares at the end of those periods;

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

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

- --------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL TAX FREE RESERVES
..............................................................................
1 Year 3 Years 5 Years 10 Years
..............................................................................
$44 $281 $488 $1,084
- --------------------------------------------------------------------------------
<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.

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.

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

CitiFunds Institutional Liquid Reserves offers two classes of
shares, each with different shareholder servicing and
distribution arrangements and fees. Only Class A shares are
offered by this prospectus.

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 may be calculated as of the earlier
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. The price will
be the NAV (normally $1.00 per share) the next time it is
calculated 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 business 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 into cash. You should be aware that you may have to
pay taxes on your redemption proceeds.

Your Shareholder Servicing Agent may impose a minimum account
balance requirement. If so, your Shareholder Servicing Agent
reserves the right to close your account if it falls below the
required minimum balance. You will have 60 days to make an
additional investment. If you do not increase your balance,
your Shareholder Servicing Agent may close your account and
send the proceeds to you. Your shares will be sold at net
asset value (normally $1.00 per share) on the day your account
was closed. Please consult your Shareholder Servicing Agent
for more information.

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 reduction or
elimination 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 reduction or
elimination.

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 Fund calculates its net income each business day when it
calculates its NAV, and declares dividends for all of its
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, you will receive them as full and fractional additional
Fund shares.

TAX MATTERS

This discussion of taxes is for general information only. You
should consult your own tax adviser about your particular
situation.

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. As a result most of the Fund's
dividends to you will not be subject to federal income tax.
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, the 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 Institutional Tax Free Reserves
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 $351
billion in assets worldwide.

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

Citibank and its affiliates may have banking and investment
banking relationships with the issuers of securities that are
held in the Funds. However, 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 Funds' fiscal year ended August 31, 1999 Citibank
received the following fees:

- --------------------------------------------------------------------------------
Fee, as percentage of average
Fund daily net assets, after waivers
...............................................................................
INSTITUTIONAL LIQUID RESERVES -- CLASS A 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
Institutional U.S. Treasury Reserves, Institutional Tax Free
Reserves and the Class A shares of Institutional Liquid
Reserves to use up to 0.10% per year of its average daily net
assets to compensate the Funds' distributor for its
distribution activities. 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 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.
<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 and investment strategies 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. A Fund may not use all of the strategies and
techniques or invest in all of the types of securities
described in the Prospectus or 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.

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

CitiFunds 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 invests
at least 25% of its assets, and may invest all of its assets
in bank obligations, including certificates of deposit, fixed
time deposits and bankers' acceptances. Except for this
concentration policy, the Fund's investment goals and policies
may be changed without a shareholder vote.

CitiFunds 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.

CitiFunds 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.

CitiFunds Institutional Tax Free Reserves invests primarily in
high quality municipal obligations, including municipal money
market instruments, and in participation interests in
municipal obligations. Under normal market conditions, the
Fund invests at least 80% of its assets in municipal
obligations and participation interests. This policy cannot be
changed without a shareholder vote.

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

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

CitiFunds Institutional Tax Free Reserves may invest 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 may
invest 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 may invest 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.

CitiFunds 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.

CitiFunds 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.

CitiFunds 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
the Fund's 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.

CitiFunds 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 do not invest directly in
securities but instead invest through an underlying mutual
fund having the same goals and strategies. Unless otherwise
indicated, references to these Funds in this Prospectus
include the underlying fund. 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.

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.
<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]
<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 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. All outstanding Fund shares on March 31, 2000
were reclassified as Class A shares.

<TABLE>
CITIFUNDS INSTITUTIONAL LIQUID RESERVES -- CLASS A SHARES
<CAPTION>
Year Ended August 31,
----------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
..............................................................................................................................
<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 0.05041 0.05548 0.05459 0.05521 0.05698
Less dividends from net
investment income (0.05041) (0.05548) (0.05459) (0.05521) (0.05698)
..............................................................................................................................
Net asset value, end of
period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
..............................................................................................................................
Total return 5.16% 5.69% 5.60% 5.66% 5.85%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $5,794,599 $3,380,501 $1,967,491 $1,257,134 $1,480,097
Ratio of expenses to
average net assets+ 0.19% 0.20% 0.18% 0.20% 0.17%
Ratio of net investment
income to average net assets+ 5.04% 5.57% 5.52% 5.52% 5.70%

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 $0.04557 $0.04948 $0.04844 $0.04921 $0.05050
RATIOS:
Expenses to average net assets+ 0.79% 0.79% 0.80% 0.80% 0.84%
Net investment income to
average net assets+ 4.44% 4.98% 4.90% 4.92% 5.03%

+ 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 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.

<TABLE>
CITIFUNDS INSTITUTIONAL U.S. TREASURY RESERVES
<CAPTION>
Year Ended August 31,
------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
..............................................................................................................................
<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 0.04395 0.05001 0.04994 0.05051 0.05200
Less dividends from net investment
income (0.04395) (0.05001) (0.04994) (0.05051) (0.05200)
..............................................................................................................................
Net asset value, end of period $1.00000 $1.00000 $1.00000 $1.00000 $1.00000
..............................................................................................................................
Total return 4.48% 5.12% 5.11% 5.17% 5.33%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands) $605,364 $264,136 $306,350 $213,395 $120,731
Ratio of expenses to average net
assets+ 0.25% 0.25% 0.25% 0.25% 0.25%
Ratio of net investment income to
average net assets+ 4.40% 5.00% 5.01% 5.03% 5.23%

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 $0.03806 $0.04431 $0.04416 $0.04428 $0.04593
RATIOS:
Expenses to average net assets+ 0.84% 0.82% 0.83% 0.87% 0.85%
Net investment income to average net
assets+ 3.81% 4.43% 4.43% 4.41% 4.62%

+ 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 years ended August 31, 1999 and 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 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.

<TABLE>
CITIFUNDS INSTITUTIONAL TAX FREE RESERVES
<CAPTION>
May 21, 1997
Year Ended August 31, (Commencement
----------------------------------- of Operations) to
1999 1998 August 31, 1997
..........................................................................................................................
<S> <C> <C> <C>
Net asset value, beginning of period $1.00000 $1.00000 $1.00000
Net investment income 0.03026 0.03440 0.00984
Less dividends from net investment income (0.03026) (0.03440) (0.00984)
..........................................................................................................................
Net asset value, end of period $1.00000 $1.00000 $1.00000
..........................................................................................................................
Total return 3.07% 3.49% 0.99%**
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $165,726 $207,311 $ 60,048
Ratio of expenses to average net assets+ 0.25% 0.25% 0.25%*
Ratio of net investment income to average net assets+ 3.02% 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 $0.02395 $0.02718 $0.00729
RATIOS:
Expenses to average net assets+ 0.88% 0.97% 1.15%*
Net investment income to average net assets+ 2.39% 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 Semi-
Annual 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. Copies may also be obtained upon
payment of a duplicating fee by electronic request to
[email protected], or by writing to the SEC's Public
Reference Section, Washington, DC 20549-6009.