497 1 d497.htm S/B CITI FUNDS S/B Citi Funds

SUPPLEMENT DATED OCTOBER 25, 2004

TO THE

PROSPECTUSES

OF THE

FUNDS INDICATED BELOW

 

The section of each of the Prospectuses for the Funds listed below entitled “Management—Recent Developments” is deleted and replaced with the following:

 

In connection with an investigation previously disclosed by Citigroup, the Staff of the Securities and Exchange Commission (SEC) has notified Citigroup Asset Management (CAM), the Citigroup business unit that includes the funds’ investment manager and other investment advisory companies; Citicorp Trust Bank (CTB), an affiliate of CAM; Thomas W. Jones, the former CEO of CAM; and two other individuals, one of whom is an employee and the other of whom is a former employee of CAM, that the SEC Staff is considering recommending a civil injunctive action and/or an administrative proceeding against each of them relating to the creation and operation of an internal transfer agent unit to serve various CAM-managed funds.

 

In 1999, CTB entered the transfer agent business. CTB hired an unaffiliated subcontractor to perform some of the transfer agent services. The subcontractor, in exchange, had signed a separate agreement with CAM in 1998 that guaranteed investment management revenue to CAM and investment banking revenue to a CAM affiliate. The subcontractor’s business was later taken over by PFPC Inc., and at that time the revenue guarantee was eliminated and a one-time payment was made by the subcontractor to a CAM affiliate.

 

CAM did not disclose the revenue guarantee when the boards of various CAM-managed funds hired CTB as transfer agent. Nor did CAM disclose to the boards of the various CAM-managed funds the one-time payment received by the CAM affiliate when it was made.

 

In addition, the SEC Staff has indicated that it is considering recommending action based on the adequacy of the disclosures made to the fund boards that approved the transfer agency arrangement, CAM’s initiation and operation of, and compensation for, the transfer agent business and CAM’s retention of, and agreements with, the subcontractor.

 

Citigroup is cooperating fully in the investigation and will seek to resolve the matter in discussions with the SEC Staff. Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the funds. As previously disclosed, CAM has already agreed to pay the applicable funds, primarily through fee waivers, a total of approximately $17 million (plus interest) that is the amount of the revenue received by Citigroup relating to the revenue guarantee.

 

State Street Bank and Trust Company is each Fund’s sub-transfer agent and is not affiliated with either CAM or the sub-transfer agent described above.


CitiFunds Premium Trust

   December 29, 2003

Citi Premium Liquid Reserves

    

Citi Premium US Treasury Reserves

    

 

1


CitiFunds Institutional Trust

   December 29, 2003

Citi Institutional Liquid Reserves

    

Citi Institutional Cash Reserves

    

Citi Institutional US Treasury Reserves

    

Citi Institutional Tax Free Reserves

    

Citi Institutional Enhanced Income Fund

    

CitiFunds Trust III

   December 29, 2003

Citi Cash Reserves

    

Citi US Treasury Reserves

    

Citi California Tax Free Reserves

    

Citi Connecticut Tax Free Reserves, Class N Shares

    

Citi New York Tax Free Reserves

    

Citi Tax Free Reserves

    

CitiFunds Trust I

   December 29, 2003

Citi Institutional Money Reserves

    

 

 

 

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